Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Registrant Name | Mind Medicine (MindMed) Inc. | ||
Entity Central Index Key | 0001813814 | ||
Trading Symbol | MNMD | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common shares, no par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 272 | ||
Entity File Number | 001-40360 | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 98-1582538 | ||
Entity Address, Address Line One | One World Trade Center | ||
Entity Address, Address Line Two | Suite 8500 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10007 | ||
City Area Code | 650 | ||
Local Phone Number | 208-2454 | ||
Entity Common Stock, Shares Outstanding | 38,063,385 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The following materials are incorporated by reference into this Form 10-K: Part III of this report incorporates information by reference from the Company’s definitive proxy statement, which proxy statement is due to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2022. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 142,142 | $ 133,539 |
Prepaid and other current assets | 3,913 | 3,676 |
Total current assets | 146,055 | 137,215 |
Goodwill | 19,918 | 19,918 |
Intangible assets, net | 3,689 | 6,869 |
Other non-current assets | 331 | |
Total assets | 169,993 | 164,002 |
Current liabilities: | ||
Accounts payable | 2,111 | 4,178 |
Accrued expenses | 5,877 | 6,230 |
2022 USD Financing Warrants | 9,904 | |
Total current liabilities | 17,892 | 10,408 |
Other liabilities, long-term | 1,184 | 1,930 |
Total liabilities | 19,076 | 12,338 |
Commitments and contingencies (Note 11) | ||
Shareholders' Equity: | ||
Common shares, no par value, unlimited authorized as of December 31, 2022 and 2021; 37,979,136 and 28,126,414 issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Additional paid-in capital | 344,758 | 288,290 |
Accumulated other comprehensive income | 627 | 1,046 |
Accumulated Deficit | (194,468) | (137,672) |
Total shareholders' equity | 150,917 | 151,664 |
Total liabilities and shareholders' equity | $ 169,993 | $ 164,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 37,979,136 | 28,126,414 |
Common stock, shares outstanding | 37,979,136 | 28,126,414 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 36,169 | $ 34,789 |
General and administrative | 30,162 | 59,065 |
Total operating expenses | 66,331 | 93,854 |
Loss from operations | (66,331) | (93,854) |
Other income (expense): | ||
Interest income/(expense), net | 1,495 | (359) |
Foreign exchange gain/(loss), net | 195 | (86) |
Change in fair value of 2022 USD Financing Warrants | 7,843 | |
Other income | 2 | 106 |
Total other income/(expense), net | 9,535 | (339) |
Loss before income taxes | (56,796) | (94,193) |
Income tax benefit | (1,157) | |
Net loss | (56,796) | (93,036) |
Other comprehensive gain: | ||
(Loss)/gain on foreign currency translation | (419) | 762 |
Comprehensive loss | $ (57,215) | $ (92,274) |
Net loss per common share, basic | $ (1.84) | $ (3.40) |
Net loss per common share, diluted | $ (1.84) | $ (3.40) |
Weighted-average common shares, basic | 30,857,463 | 27,377,082 |
Weighted-average common shares, diluted | 30,857,463 | 27,377,082 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated OCI | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 75,868 | $ 120,220 | $ 284 | $ (44,636) | |
Balance, Shares at Dec. 31, 2020 | 24,075,677 | ||||
Issuance of common shares and warrants, net of share issuance costs | 81,924 | 81,924 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 1,795,333 | ||||
Issuance of common shares for vested director compensation | 190 | 190 | |||
Issuance of common shares for vested director compensation, Shares | 119,016 | ||||
Share-based settlement payment, Value | 4,869 | 4,869 | |||
Share Based settlement payments shares | 100,000 | ||||
HealthMode acquisition, value | 27,159 | 27,159 | |||
HealthMode acquisition, Shares | 543,313 | ||||
Exercise of warrants | 11,178 | 11,178 | |||
Exercise of warrants, Shares | 541,838 | ||||
Exercise of stock options | 5,722 | 5,722 | |||
Exercise of stock options, Shares | 803,727 | ||||
Vesting of restricted stock units | 147,510 | ||||
Stock-based compensation expense | 37,028 | 37,028 | |||
Net loss and Comprehensive loss | (92,274) | 762 | (93,036) | ||
Balance at Dec. 31, 2021 | 151,664 | 288,290 | 1,046 | (137,672) | |
Balance, Shares at Dec. 31, 2021 | 28,126,414 | ||||
Issuance of common shares and warrants, net of share issuance costs | 42,297 | 42,297 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 9,370,476 | ||||
Exercise of warrants | 708 | 708 | |||
Exercise of warrants, Shares | 76,021 | ||||
Exercise of stock options | $ 206 | 206 | |||
Exercise of stock options, Shares | 38,276 | 38,275 | |||
Settlement of restricted share unit awards | 367,950 | ||||
Withholding taxes paid on vested restricted share units | $ (407) | (407) | |||
Stock-based compensation expense | 13,664 | 13,664 | |||
Net loss and Comprehensive loss | (57,215) | (419) | (56,796) | ||
Balance at Dec. 31, 2022 | $ 150,917 | $ 344,758 | $ 627 | $ (194,468) | |
Balance, Shares at Dec. 31, 2022 | 37,979,136 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (56,796) | $ (93,036) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 13,707 | 42,716 |
Amortization of intangible assets | 3,180 | 2,616 |
Unrealized foreign exchange | (148) | |
Non-cash Lease Expense | 43 | |
Issuance costs on 2022 USD Financing Warrants | 1,500 | |
Change in fair value of 2022 USD Financing Warrants | (7,843) | |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (260) | (2,163) |
Other noncurrent assets | (180) | |
Accounts payable | (2,056) | 1,282 |
Accrued expenses | (416) | 4,631 |
Deferred tax liability | (1,157) | |
Contribution payable | (870) | (713) |
Net cash used in operating activities | (50,139) | (45,824) |
Cash flows from investing activities | ||
Acquisition, net of cash acquired | (297) | |
Net cash used in investing activities | (297) | |
Cash flows from financing activities | ||
Proceeds from issuance of common shares, net of issuance costs | 42,297 | 81,924 |
Proceeds from issuance of 2022 USD Financing Warrants | 17,747 | |
Payment of 2022 USD Financing Warrants issuance costs | (1,500) | |
Proceeds from exercise of warrants | 708 | 11,178 |
Proceeds from exercise of options | 206 | 5,722 |
Withholding taxes paid on vested restricted stock units | (407) | |
Net cash provided by financing activities | 59,051 | 98,824 |
Effect of exchange rate changes on cash | (309) | 742 |
Net increase in cash and cash equivalents | 8,603 | 53,445 |
Cash and cash equivalents, beginning of year | 133,539 | 80,094 |
Cash and cash equivalents, end of year | 142,142 | $ 133,539 |
Supplemental disclosures of non-cash financing activities: | ||
Right-of-use assets obtained in exchange of operating lease liabilities | $ 194 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Nature Of Operations [Abstract] | |
Description of the Business | 1. DESCRIPTION OF THE BUSINESS Mind Medicine (MindMed) Inc. (the “Company” or “MindMed”) is incorporated under the laws of the Province of British Columbia. Its wholly owned subsidiaries, Mind Medicine, Inc. (“MindMed US”), HealthMode, Inc., MindMed Pty Ltd., and MindMed GmbH are incorporated in Delaware, Delaware, Australia and Switzerland respectively. MindMed US was incorporated on May 30, 2019. MindMed is a clinical stage biopharmaceutical company developing novel product candidates to treat brain health disorders. The Company’s mission is to be the global leader in the development and delivery of treatments that unlock new opportunities to improve patient outcomes. The Company is developing a pipeline of innovative product candidates, with and without acute perceptual effects, targeting neurotransmitter pathways that play key roles in brain health disorders. This specifically includes pharmaceutically optimized product candidates derived from the psychedelic and empathogen drug classes, including MM-120 and MM-402, the Company’s lead product candidates. As of December 31, 2022, the Company had an accumulated deficit of $ 194.5 million. Through December 31, 2022, all the Company’s financial support has primarily been provided by proceeds from the issuance of Common Shares and warrants to purchase Common Shares. As the Company continues its expansion, it may seek additional financing and/or strategic investments however, there can be no assurance that any additional financing or strategic investments will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The accompanying consolidated financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date of the issuance of these financial statements. Global Economic Conditions Worldwide economic conditions remain uncertain and the Company continues to monitor the impact of macroeconomic conditions, including those related to the COVID-19 pandemic, the Russia-Ukraine war and rising inflation rates. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the Russia-Ukraine war, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates. Additionally, the general consensus among economists suggests a higher recession risk may continue over the next year, which, together with the foregoing, could result in further economic uncertainty and volatility in the capital markets in the near term, and could negatively affect the Company’s operations. Furthermore, such economic conditions have produced downward pressure on share prices. Although the Company does not believe that inflation has had a material impact on its financial position or results of operations to date, the Company may experience increases in the near future (especially if inflation rates continue to rise) on its operating costs, including its labor costs and research and development costs, due to supply chain constraints, consequences associated with COVID-19 and the ongoing conflict between Russia and Ukraine, and employee availability and wage increases, which may result in additional stress on its working capital resources. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. BASIS OF pRESENTATION AND Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. Foreign Currency The Company’s reporting currency is U.S. dollars. In 2019, the Company only operated MindMed US, a single US-based entity, which had a functional currency of the U.S. dollar. After the reverse takeover transaction in February 2020, the Company determined that the functional currency of the Company to be the U.S. dollar. During the fourth quarter of 2020, the Company determined that the there was a significant change in circumstances relating to the primary economic environment of the Company, which required a change in the entity’s functional currency from the U.S. dollar to the Canadian dollar (“CAD”). This change in functional currency for the Company, was applied prospectively. The local currency of the Company’s foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates and the parent entity, are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the intangible assets, functional currency, and share-based awards and valuation of warrants. Actual results could differ from those estimates, and such differences could be material to the consolidated balance sheets and statements of operations and comprehensive loss. Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, views the Company’s operations and manages its business as a single operating segment, which is the research and development of the Company’s neuro-pharmaceutical drug development platform. All long-lived assets are located in the United States. The Company does not currently generate any revenue. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk primarily consist of cash and cash equivalents. As of December 31, 2022, the Company’s cash equivalents primarily includes a U.S. government money market fund at a high-quality financial institution which invests in highly liquid securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. The Company's cash is deposited in checking accounts at high-quality financial institutions, which at times, may exceed federally insured limits. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these financial institutions. As of December 31, 2022, the Company has not experienced any losses on its cash or cash equivalents. Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. The determination of fair value requires considerable judgment and is sensitive to changes in the underlying assumptions. The Company’s estimates are preliminary and subject to adjustment, which may result in material changes to the final valuation. During the measurement period, which will not exceed one year from closing, the Company may continue to obtain information to assist in finalizing the acquisition date fair values. Any qualifying changes to the preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill. Acquisition costs are expensed as incurred, unless they qualify to be treated as debt issue costs, or as cost of issuing equity securities. Asset acquisitions are accounted for using a cost accumulation model, with the cost of the acquisition allocated to the acquired assets based on their relative fair values. Goodwill is not recognized in an asset acquisition. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The recognition of goodwill represents the strategic and synergistic benefits the Company expects to realize from acquisitions. Goodwill is not amortized to earnings, rather, assessed for impairment annually during the fourth quarter for its single reporting unit. The Company also performs an assessment at other times if events or changes in circumstances indicate the carrying value of the assets may not be recoverable. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. In conducting the annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed and the fair value of the reporting unit is determined by analyzing the total fair value of equity compared to the carrying value of the reporting unit. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. No impairment charges have been recorded during the years ended December 31, 2022 and 2021. Intangible Assets The Company’s finite-lived intangible assets consist of acquired developed technology and are amortized on a straight-line basis, which is aligned to the economic benefit of the asset, over their estimated useful life of three years . Intangible assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be fully recoverable. Upon occurrence, recoverability is measured by comparing the sum of the undiscounted expected future cash flows the asset or asset group is expected to generate to its carrying amount. If the carrying amount of the asset exceeds its undiscounted expected future cash flows, an impairment loss is recognized in the amount of the excess of the carrying amount over the fair value of the asset. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. There was no impairment of intangible assets recorded during the years ended December 31, 2022 and 2021. Warrants Compensation Warrants Freestanding warrants for the purchase of Common Shares issued in conjunction with the Company’s US offerings and various financing transactions as a form of compensation are classified as equity and recorded at fair value at the time of issuance. The Company accounted for these as transactions as issuance costs related to the underlying equity transactions. Financing Warrants Freestanding warrants for the purchase of Common Shares issued in conjunction with the Company’s US offering and various financing transactions for the purchase of Common Shares are classified as equity and recorded at fair value at the time of issuance. 2022 USD Financing Warrants The 2022 USD Financing Warrants (as defined below in Note 7) are liability classified due to being denominated in USD and not the Company's functional currency. Accordingly, the 2022 USD Financing Warrants were recognized at fair value upon issuance and are remeasured to fair value at the end of each reporting period. Any change in fair value is recognized in general and administrative expense on the consolidated statements of operations. Issuance costs related to warrants were expensed within general and administrative expense on the consolidated statements of operations. Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds. The Company’s accounts, at times, may exceed federally insured limits. The Company had cash equivalents of $ 131.7 million as of December 31, 2022, and no cash equivalents as of December 31, 2021. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, other current assets, accounts payable and accrued expenses are all short-term in nature and, as such, their carrying values approximate fair values. Research and Development Research and development expenses include all direct and indirect operating expenses supporting the products and processes in development, including payroll and benefits, which includes stock-based compensation, for research and development employees, consulting expenses, licensing fees, manufacturing costs to produce clinical trial materials, clinical research costs, and data and study acquisition costs. The Company recognizes the benefit of refundable research and development tax credits as a reduction of research and development costs when received or there is reasonable assurance that the amount claimed will be recovered. The costs incurred in establishing and maintaining patents are expensed as incurred. Substantial portions of the Company’s pre-clinical trials are performed by third-party laboratories, medical centers, contract research organizations (“CROs”) and other vendors. These vendors generally bill monthly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the remaining contract milestones. At times, the Company is obligated to make upfront payments upon execution of research and development agreements. Upfront payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses until such goods are delivered or the related services are performed. The Company estimates the period over which such services will be performed based on the terms of the agreements as well as the level of effort to be expended in each period. Sometimes the actual timing of performance or the level of effort varies from the estimate, and if that does occur, the Company will adjust the amounts recorded accordingly. Intellectual property acquired separately for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. General and Administrative General and administrative expense primarily consists of payroll, including stock-based compensation, for executive management and administrative employees, including finance and accounting, legal, human resources and other offices supporting administrative functions, consulting and professional services fees, advisory and professional services fees in connection with financing transactions, insurance expenses, issuance costs related to warrants, and allocated expenses. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits. As a result of incurring scientific research and development expenditures, management anticipates that there will be non-refundable tax credits receivable following the completion of normal audit processes by tax authorities. Investment tax credits are recorded at the earlier of when received or when there is reasonable assurance that the amounts claimed will be recovered. Upon recognition, amounts will be recorded as a reduction of research and development expenditures. Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of Common Shares outstanding during each period. Diluted net loss per share of Common Shares includes the effect, if any, from the potential exercise or conversion of securities such as share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. The Company has not adjusted its weighted average number of Common Shares outstanding in the calculation of diluted loss per share, as the effect of warrants and options is anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ ( 56,796 ) $ ( 93,036 ) Denominator: Weighted-average shares used in computing net loss per share attributable 30,857,463 27,377,082 Net loss per share attributable to common shareholders, basic and diluted $ ( 1.84 ) $ ( 3.40 ) The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Years Ended December 31, 2022 2021 Options issued and outstanding under stock option plan 2,190,315 1,539,511 Unvested RSUs 1,522,793 644,481 Vested and unissued RSUs 47,589 52,852 Compensation Warrants 125,890 125,890 Financing Warrants 1,286,282 1,376,772 2022 USD Financing Warrants 7,058,823 — Total 12,231,692 3,739,506 Stock-based compensation Stock-based compensation expense represents the cost of the grant date fair value of employee, officer, director and non-employee stock option grants or restricted stock unit (“RSU”) grants, estimated in accordance with the applicable accounting guidance, recognized on a straight-line basis over the vesting period. The vesting period generally approximates the expected service period of the awards. The Company recognizes forfeitures as they occur. The fair value of stock options is estimated using a Black-Scholes-Merton valuation model on the date of grant. The Black-Scholes-Merton option-pricing model requires inputs based on certain highly subjective assumptions. Changes to these assumptions can materially affect the fair value of stock options and ultimately the amount of stock-based compensation expense recognized in the Company’s consolidated financial statements. These assumptions include: Fair Value of Common Shares — The fair value of the Company’s Common Shares is determined based upon the closing price of the Company’s stock one day prior to grant. Risk-free interest rate —The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company's stock options. Expected volatility —Due to the Company's limited operating history and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company's own share price becomes available. Expected term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company have opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, which is generally between 5 to 10 years . Dividend Yield —The Company has never paid dividends on its Common Shares and has no plans to pay dividends on its Common Shares. Therefore, the Company has used an expected dividend yield of zero. When the terms and conditions are modified before an award vests, any increase in the fair value of the shares, measured immediately before and after the modification, is also charged to the consolidated statements of operations and comprehensive loss. The Company also grants-cash settled Directors’ Deferred Share Units (“DDSUs”) to non-executive directors for compensation. The fair market value of one DDSU is equal to the volume weighted average trading price of a Common Share on the NEO Exchange for the five business days immediately preceding the valuation date. The Company revalues DDSUs on a quarterly basis. The Company recognizes expense on the revaluation of DDSU awards as they vest and records the expense to stock-based compensation expense under general and administrative expense in the consolidated statement of operations and comprehensive loss with a corresponding adjustment related to a DDSU liability recorded to accrued expenses in the consolidated balance sheets. Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11 to amend certain aspects of Topic 842. These amendments provide entities with an additional (and optional) transition method to adopt Topic 842. Under this transition method, an entity initially applies the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings (or other components of equity or net assets, as appropriate) in the period of adoption. On April 8, 2020, the FASB changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2022. The Company adopted this standard effective January 1, 2022 , the adoption had no impact on the consolidated financial statements. The Company adopted the standard using the practical expedients allowing the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired leases, and (iii) indirect costs for any existing leases. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets, therefore the Company accounts for lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. Recently Issued Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) . The amendments in ASU 2016-13 affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. On April 8, 2020, the FASB has changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2023. The Company does not expect the impact of this standard on its financial position, results of operations, and cash flows to be material. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. ACQUISITIONS HealthMode Acquisition On February 26, 2021 the Company acquired 100 % of the issued and outstanding shares of HealthMode Inc. (“HealthMode”), a developer of technologies using Artificial Intelligence (AI)-enabled digital measurement to increase the precision and speed of clinical research and patient monitoring. The Company plans to utilize these technologies in its clinical trials to enhance the quality of the data that is collected during the Company’s clinical trials. The consideration paid for the acquisition of HealthMode was $ 27.6 million, and consisted of $ 0.5 million cash, 5,433 Multiple Voting Shares (equivalent to 543,313 Common Shares), valued at approximately $ 27.0 million based upon the closing price of the Company’s Common Shares on the acquisition date, and $ 0.1 million in stock options ( 2,241 stock options), which are convertible into Common Shares of the Company. The Company incurred acquisition costs of $ 0.3 million in connection with the acquisition, primarily related to legal, accounting, and other professional services, which were recorded to general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. The Company recognized this transaction as a business combination. The Company recognized approximately $ 9.5 million of identifiable finite-lived intangible assets and $ 19.9 million of goodwill related to the acquisition of HealthMode. The identifiable finite-lived intangible assets are expected to be amortized over their useful lives which are estimated to be three years . The following table sets forth the allocation of the purchase price to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill (in thousands): Cash $ 178 Prepaid and other current assets 75 Property and equipment 15 Intangible assets (developed technology) 9,485 Goodwill 19,918 Total assets 29,671 Accounts payable and accrued expenses 880 Deferred tax liability 1,157 Total liabilities 2,037 Net assets acquired $ 27,634 Actual and pro forma results for this acquisition have not been presented as the financial impact to the Company’s consolidated statement of operations is not material. The goodwill is attributable to the value of the assembled workforce, and the related expertise and developed business function. Further, the acquisition is expected to allow the Company to streamline its product development processes. None of the goodwill is expected to be deductible for tax purposes. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and the fair value hierarchy of the valuation techniques utilized. The Company classifies its assets and liabilities as either short- or long-term based on maturity and anticipated realization dates. The Company had no assets measured at fair value on a recurring basis as of December 31, 2021. December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 131,702 $ — $ — $ 131,702 Financial liabilities: Directors' Deferred Share Unit Liability $ 124 $ — $ — $ 124 2022 USD Financing Warrant Liability $ — $ — $ 9,904 $ 9,904 December 31, 2021 Level 1 Level 2 Level 3 Total Financial liabilities: Directors' Deferred Share Unit Liability $ 509 $ — $ — $ 509 There were no transfers into or out of Level 1, Level 2, or Level 3 during the years ended December 31, 2 0 22 and 2021. The Company's cash equivalents includes a U.S. government money market fund which invests in highly liquid securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities, and are measured at fair value in accordance with the fair value hierarchy. The fair value of the warrant liability is measured at fair value on a recurring basis. The 2022 USD Financing Warrants are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions: For the Year Ended December 31, 2022 Share price $ 2.20 - $ 3.50 Expected volatility 96.04 % - 97.08 % Risk-free rate 3.94 % - 4.06 % Expected life 4.75 - 5.0 years |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 5. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the year ended December 31, 2022, the Company has made no additions to its outstanding goodwill. During 2022, the Company performed its annual goodwill impairment test and considered the decrease in its share price as well as other market factors as triggering events and determined a quantitative analysis was needed to be performed. As a result of the quantitative analysis, no impairment loss was recognized. No impairment charges have been recorded during the years ended December 31, 2022 and 2021. Intangible assets, net The following table summarizes the carrying value of the Company’s intangible assets (in thousands): December 31, 2022 Useful Lives Gross Carrying Accumulated Net Carrying Developed Technology 3 $ 9,485 $ ( 5,796 ) $ 3,689 Total intangible assets, net $ 9,485 $ ( 5,796 ) $ 3,689 December 31, 2021 Useful Lives Gross Carrying Accumulated Net Carrying Developed Technology 3 $ 9,485 $ ( 2,616 ) $ 6,869 Total intangible assets, net $ 9,485 $ ( 2,616 ) $ 6,869 Developed technology has a remaining useful life of 1.2 years. Amortization expense included in research and development expense was $ 3.2 million and $ 2.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the expected future amortization expense for finite-lived intangible assets was as follows (in thousands): Year Ending December 31, Amount 2023 $ 3,162 2024 527 Total $ 3,689 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES At December 31, 2022 and 2021, accrued expenses consisted of the following (in thousands): |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | 7. SHAREHOLDERS’ EQUITY Common Shares The Company is authorized to issue an unlimited number of Common Shares, which have no par value. As of December 31, 2022, the Company had issued and outstanding 37,979,136 shares of Common Shares. Voting Rights - The holders of Common Shares are entitled to one vote for each Common Share held. All holders of Common Shares are entitled to receive notice of any meeting of shareholders of the Company, and to attend, vote and speak at such meetings, except those meetings at which only holders of a specific class of shares are entitled to vote separately as a class under the Business Corporations Act (British Columbia) (the “BCBCA”). A quorum for the transaction of business at any meeting of shareholders is two persons present at the meeting, each of whom is entitled to vote at the meeting, and who hold or represent by proxy in the aggregate not less than 5 % of the outstanding shares of the Company entitled to vote at the meeting. The Company's previous equity structure included Multiple Voting Shares, which had no par value and were eligible to be exchanged with Subordinate Voting Shares on a one-for-one-hundred basis, and Subordinate Voting Shares, which had no par value and were equivalent in rights to Common Shares. All share data shown in the accompanying consolidated financial statements and related notes has been retroactively revised to reflect the conversion of all outstanding Multiple Voting Shares and Subordinate Voting Shares to Common Shares as of December 31, 2022. During the first quarter of 2022, holders of 301 Multiple Voting Shares exchanged their shares for 30,137 Subordinate Voting Shares on a one-for-one-hundred basis. These Subordinate Voting Shares were subsequently redesignated as Common Shares as of June 30, 2022. August 2022 Reverse Share Split The Company’s Board of Directors (the “Board”) approved a reverse split of the Company’s Common Shares on a 15-for-1 basis (the “August Share Split”), which was effected on August 26, 2022 , and which brought the bid price of the Company’s Common Shares above the minimum bid price requirement under the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”). No fractional Common Shares were issued as a result of the August Share Split. Each fractional Common Share that was remaining upon the August Share Split that was less than ½ of a Common Share was cancelled and each fractional Common Share that was at least ½ of a Common Share was changed to one whole Common Share. The August Share Split affected all Common Shares outstanding immediately prior to the effective time of the August Share Split, as well as the number of Common Shares available under the Company’s stock option plan and equity incentive plan. In addition, the August Share Split effected a reduction in the number of Common Shares issuable upon exercise of stock options, vesting of Restricted Share Units and exercise of warrants outstanding immediately prior to the effectiveness of the August Share Split. All references to Common Shares, options to purchase Common Shares, share data, per share data, and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the August Share Split for all periods presented. Common Shares Issued 2021 Equity Transactions On January 7, 2021, the Company completed a bought deal financing resulting in the issuance of 1,395,333 units of the Company at a price per unit of CAD$ 66.00 ($ 52.05 ) for gross proceeds of $ 72.6 million. Each unit comprised one Common Share of the Company and one-half of one Common Share financing warrant (for a total of 697,667 warrants) (each whole warrant, a “January Warrant”) . Each January Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CAD$ 86.25 ($ 67.95 ) until January 7, 2024 . Also, in connection with this transaction, the Company issued 83,720 compensation warrants to its underwriter (see Note 8). Total cash share issuance costs of $ 4.9 million were deducted from the gross proceeds. On March 9, 2021, the Company completed a private placement bought deal financing resulting in the issuance of 400,000 units of the Company at a price per unit of CAD$ 48.75 ($ 38.55 ) for gross proceeds of $ 15.4 million. Each unit comprised one Common Share of the Company and one-half of one Common Share financing warrant (for a total of 200,000 warrants) (each whole warrant, a “March Warrant”) . Each March Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CAD$ 66.00 ($ 52.20 ) until March 9, 2024 . Also, in connection with this transaction, the Company issued 24,000 compensation warrants to its underwriter (see Note 8). Total cash share issuance costs of $ 1.1 million were deducted from the gross proceeds. During February and March 2021, the Company approved an officer of the Company to exchange 233,333 Common Shares for 2,333 Multiple Voting Shares. Between May and October holders of 44,132 Multiple Voting Shares exchanged their shares for 4,413,176 Common Shares. On July 8, 2021, the Company issued 100,000 Common Shares to a holding company of its former CEO as part of a settlement agreement. The shares were valued at CAD$ 61.65 ($ 48.75 ) which was the value on the date that the shares were issued. 2022 Equity Transactions On May 4, 2022, the Company filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million. In connection with the filing of the Registration Statement, the Company also entered into a sales agreement with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. as sales agents (together, the “Sales Agents”), pursuant to which the Company may issue and sell Common Shares for an aggregate offering price of up to $ 100.0 million under an at-the-market offering program (the “ATM”). Pursuant to the ATM, the Company will pay the Sales Agents a commission rate equal to 3.0 % of the gross proceeds from the sale of any Common Shares. The Company is not obligated to make any sales of its Common Shares under the ATM. As of December 31, 2022, the Company had sold 2,311,652 Common Shares for net proceeds of $ 31.1 million under the ATM. On September 30, 2022, the Company closed an underwritten public offering of 7,058,823 Common Shares and accompanying warrants to purchase 7,058,823 Common Shares (the “2022 USD Financing Warrants”) at a combined offering price of $ 4.25 per Common Share, for net proceeds of $ 27.5 million after deducting underwriting discounts and commissions and offering costs. Each 2022 USD Financing Warrant is immediately exercisable for one Common Share at an initial exercise price of $ 4.25 per Common Share, subject to certain adjustments and will expire on September 30, 2027 . Common Shares Reserved for Issuance A summary of shares reserved for issuance as of December 31, 2022 is summarized below: December 31, 2022 Options issued and outstanding under stock option plan 2,190,315 Unvested RSUs 1,522,793 Vested and unissued RSUs 47,589 Compensation Warrants 125,890 Financing Warrants 1,286,282 2022 USD Financing Warrants 7,058,823 Shares available for grant under stock option plan 1,936,174 Total shares reserved for issuance 14,167,866 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 8. WARRANTS The following table summarizes warrant activity for the year ended December 31, 2022. Expiration Date Exercise Price (CAD$) Outstanding as of Exercised Expired Outstanding as of December 11, 2020 compensation warrants December 2023 $ 28.50 18,170 — — 18,170 January 7, 2021 compensation warrants January 2024 66.00 83,720 — — 83,720 March 9, 2021 compensation warrants March 2024 48.75 24,000 — — 24,000 Total compensation warrants 125,890 — — 125,890 May 26, 2020 financing warrants May 2022 11.85 90,490 ( 76,021 ) ( 14,469 ) — October 30, 2020 financing warrants October 2023 21.00 122,510 — — 122,510 December 11, 2020 financing warrants December 2023 36.75 266,105 — — 266,105 January 7, 2021 financing warrants January 2024 86.25 697,667 — — 697,667 March 9, 2021 financing warrants March 2024 66.00 200,000 — — 200,000 Total financing warrants 1,376,772 ( 76,021 ) ( 14,469 ) 1,286,282 The following table summarizes warrant activity for the year ended December 31, 2021. Expiration Date Exercise Outstanding as of Issued Exercised Outstanding as of December 11, 2020 compensation warrants December 2023 $ 28.50 72,680 — ( 54,510 ) 18,170 January 7, 2021 compensation warrants January 2024 66.00 — 83,720 — 83,720 March 9, 2021 compensation warrants March 2024 48.75 — 24,000 — 24,000 Total compensation warrants 72,680 107,720 ( 54,510 ) 125,890 May 26, 2020 financing warrants May 2022 11.85 189,811 — ( 99,321 ) 90,490 October 30, 2020 financing warrants October 2023 21.00 304,957 — ( 182,447 ) 122,510 December 11, 2020 financing warrants December 2023 36.75 444,410 27,255 ( 205,560 ) 266,105 January 7, 2021 financing warrants January 2024 86.25 — 697,667 — 697,667 March 9, 2021 financing warrants March 2024 66.00 — 200,000 — 200,000 Total financing warrants 939,178 924,922 ( 487,328 ) 1,376,772 The weighted average market fair value of shares purchased through warrant exercises during the years ended December 31, 2022 and 2021 was CAD$ 11.85 and CAD$ 68.25 , r espectively. 2022 USD Financing Warrants On September 30, 2022, the Company closed an underwritten public offering of 7,058,823 Common Shares and accompanying warrants to purchase 7,058,823 Common Shares (see Note 7) at a combined offering price of $ 4.25 per Common Share, for net proceeds of $ 27.5 million after deducting underwriting discounts and commissions and offering costs. Each 2022 USD Financing Warrant is immediately exercisable for one Common Share at an initial exercise price of $ 4.25 per Common Share, subject to certain adjustments and will expire on September 30, 2027 . The below table represents the activity associated with the Company's outstanding liability classified 2022 USD Financing Warrants for the year ended December 31, 2022: 2022 USD Financing Weighted Balance at December 31, 2021 — — Issued 7,058,823 4.25 Exercised — — Expired — — Balance at December 31, 2022 7,058,823 4.25 The 2022 USD Financing Warrants are liability classified due to being denominated in USD and not the Company's functional currency. Accordingly, the 2022 USD Financing Warrants are recognized at fair value upon issuance and are adjusted to fair value at the end of each reporting period. Any change in fair value is recognized on the consolidated statements of operations. Issuance costs of $ 1.5 million related to warrants were expensed within general and administrative expense on the consolidated statements of operations. Year Ended December 31, 2022 Balance at December 31, 2021 $ — Warrant liability at issuance 17,747 Change in fair value of the warrant liability ( 7,843 ) Balance at December 31, 2022 $ 9,904 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 9. STOCK-BASED COMPENSATION Stock Incentive Plan 2020 Plan On February 27, 2020, the Company adopted the MindMed Stock Option Plan (the “Plan”) to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020 (the “Transaction”) and is authorized to issue 15 % of the Company’s outstanding Common Shares under the terms of the Plan. The fair value of options issued has been estimated using the Black-Scholes option pricing model with the following assumptions: Year Ended Year Ended Share price CAD$ 3.47 - CAD$ 25.65 CAD$ 40.95 - CAD$ 63.15 Expected volatility 91.8 % - 100.6 % 91.8 % - 101.3 % Risk-free rate 1.8 % - 4.2 % 0.3 % - 0.8 % Expected life 2.5 - 6.1 years 2.7 - 3.6 years Expected dividend yield 0 % 0 % The following table summarizes the Company’s stock option activity: Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2021 1,539,511 $ 27.91 3.8 $ 13,610,348 Issued 990,015 18.96 Exercised ( 38,276 ) 6.58 539,982 Forfeited ( 262,245 ) 27.88 Expired ( 38,690 ) 27.52 Options outstanding at December 31, 2022 2,190,315 $ 24.29 4.1 $ 4,484 Options vested and exercisable at December 31, 2022 774,770 $ 25.76 3.1 $ 2,667 The weighted average grant date fair value of options granted during in the year ended December 31, 2022 was CAD$ 13.06 . The aggregate fair value of options vested during the year ended December 31, 2022 was $ 9.7 million. The expense recognized related to options during the year ended December 31, 2022 was $ 6.7 million. Restricted Share Units The Company has adopted a Performance and Restricted Share Unit Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the common shares on the day prior to the grant. Number of RSUs Weighted Average Grant Date Fair Value (CAD$) Balance at December 31, 2021 644,481 $ 45.11 Granted 1,391,275 11.86 Vested and unissued ( 378,776 ) 38.54 Cancelled ( 134,187 ) 33.17 Balance at December 31, 2022 1,522,793 $ 17.75 The fair market value of RSUs vested during the year ended December 31, 2022 was $ 4.0 million. The expense recognized related to RSUs during the year ended December 31, 2022 was $ 6.9 million. Modification of Stock Options and RSUs T he Company modified the option awards and RSUs of certain employees and non-employees to accelerate the vesting and continue the vesting of 603,125 and 470,813 unvested options and 26,042 and 132,410 RSUs during 2022 and 2021, respectively, that were improbable of vesting as of the modification date. Under this type of modification, the original grant date fair value is remeasured, and compensation cost is recognized based on the fair value of the modified award, as measured on the modification date. For the years ended 2022 and 2021, the Company recognized $ 0.7 million and $ 21.9 million of incremental compensation cost, respectively, resulting from the modification in general and administrative expense in the consolidated statements of operations and comprehensive loss. Directors’ Deferred Share Unit Plan 2021 Plan On April 16, 2021 the Company adopted the MindMed Director’s Deferred Share Unit Plan (“DDSU Plan”). The DDSU Plan sets out a framework to grant non-executive directors DDSU’s which are cash settled awards. The plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Common Share on the NEO Exchange for the five business days immediately preceding the valuation date. The DDSU’s generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. Number of DSUs Balance at December 31, 2021 30,417 Issued 208,081 Settled — Cancelled ( 24,699 ) Balance at December 31, 2022 213,799 For the year ended December 31, 2022 stock-based compensation expense of a nominal amount was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. There were 71,478 DDSUs vested as of December 31, 2022. The liability associated with the outstanding vested DDSU’s was $ 0.1 million as of December 31, 2022 and was recorded to accrued expenses in the accompanying consolidated balance sheets. Director Share Compensation On September 16, 2019, the Company entered into an agreement with an individual pursuant to which the individual agreed to: (i) join the Board, (ii) obtain a loan (the “Loan”) of $ 0.5 million for the sole purpose of acquiring 333,333 Common Shares, and (iii) purchase 333,333 Common Shares for $ 0.5 million. The Loan was accounted for as an option since the Company does not have full recourse to the outstanding loan balance. In the event the director ceases to be a member of the Board, the Common Shares would be tendered back to the Company without any payment being made. As a result, the Company has not recognized a loan receivable or the corresponding Common Shares as outstanding. The Company estimated the grant-date fair value of the Loan, which was recorded as share-based compensation expense over a two-year vesting period with a corresponding amount to additional paid-in capital. During the year ended December 31, 2021, the Company recognized $ 0.2 million in compensation expense in relation to this arrangement and issued 119,016 Common Shares to the director. During the year ended December 31, 2 0 22, the Company did no t recognize any compensation expense or issue any Common Shares to the director in relation to this arrangement. Stock-based Compensation Expense Stock-based compensation expense for all equity arrangements for the years ended December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 5,597 $ 7,174 General and administrative 8,110 35,542 Total share-based compensation expense $ 13,707 $ 42,716 As of December 31, 2022, there was approximately $ 16.0 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 2.6 years. As of December 31, 2022, there was approximately $ 18.7 million and of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 2.7 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The Components of the loss before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 Domestic $ ( 61,763 ) $ ( 44,573 ) Foreign 4,967 ( 49,620 ) Total $ ( 56,796 ) $ ( 94,193 ) For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional of 21 % tax rate was applied as follows (in thousands): December 31, 2022 2021 Income tax at federal statutory rate $ ( 11,926 ) $ ( 19,781 ) State income tax expense, net of federal tax effect — ( 16 ) Nondeductible permanent items 224 46 Executive compensation 383 3,808 Warrant fair value adjustment ( 3,240 ) — Capitalized research expenses — 4,316 Net operating losses — ( 466 ) Foreign rate differential 1,356 ( 12,617 ) Adjustment to deferred taxes 10,742 ( 1,687 ) Nonqualified stock option and performance award windfall upon exercise 1,732 2,461 Change in valuation allowance 729 22,779 $ — $ ( 1,157 ) The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2022 and 2021 is primarily attributable to the change in valuation allowance, foreign rate differential, executive compensation, and capitalized research expenses. The provision for (benefit from) income taxes is as follows (in thousands): December 31, 2022 2021 Current: Federal $ — $ — State — 2 Foreign — — Total current — 2 Deferred: Federal — ( 1,157 ) State — ( 2 ) Foreign — — Total deferred — ( 1,159 ) Total $ — $ ( 1,157 ) The following table provides the effect of temporary differences that created deferred income taxes as of December 31, 2022 and 2021. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective periods (in thousands): December 31, 2022 2021 Deferred tax assets: Reserves $ 555 $ 47 Stock-based compensation 1,618 4,414 Share issuance costs 2,944 — Net operating loss carryforward 25,312 31,932 Other assets 638 574 Intangible assets 442 898 Capitalized R&D 4,595 — Lease liability 35 — Valuation allowance ( 36,107 ) ( 35,808 ) Net deferred income tax assets 32 2,057 Deferred tax liabilities: Right of use asset ( 32 ) — Unrealized gain/loss — ( 620 ) Intangible assets — ( 1,427 ) Property and equipment — ( 10 ) Other — — Total deferred tax liabilities ( 32 ) ( 2,057 ) Net deferred income tax liability $ — $ — As of December 31, 2022 and 2021, management assessed the realizability of deferred tax assets and evaluated the need for a valuation allowance for deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, Income Taxes, wherein management analyzes all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the Company’s deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more-likely-than-not that the asset will not be realized. In assessing the realization of the Company’s deferred tax assets, management considers all available evidence, both positive and negative. In concluding on the evaluation, management placed significant emphasis on guidance in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” Based upon available evidence, it was concluded on a more-likely-than-not basis that all deferred tax assets were not realizable as of December 31, 2022 and 2021. Accordingly, a valuation allowance of $ 36.1 million has been recorded to offset this deferred tax asset. The valuation allowance increased by $ 0.3 million for the year ended December 31, 2022. As of December 31, 2022, the Company has accumulated federal and state net operating loss (“NOL”) carryforwards of $ 98.1 million and $ 19.8 million, respectively. The federal NOL carryforwards can be carried forward indefinitely, subject to 80 % taxable income limitation. Of the $ 19.8 million of state NOL carryforwards, $ 0.2 million can be carried forward indefinitely and $ 19.6 million expire beginning December 31, 2028 . As of December 31, 2022 the Company had combined foreign net operating loss carryforwards available to reduce future taxable income of approximately $ 12.3 million, of which $ 0.1 million carryforward indefinitely, $ 9.6 million begin to expire in 2040, and $ 2.6 million begin to expire in 2028. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration or elimination of the net operating loss and tax credit carryforwards before utilization. Management believes that the limitation will not limit utilization of the carryforwards prior to their expiration. The Company is subject to taxation in the United States, various states, Canada, Australia and Switzerland. The Company has not been notified that it is under audit by the IRS or any state or foreign taxing authorities, however, due to the presence of NOL carryforwards, all of the income tax years remain open for examination in each of these jurisdictions. Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because of the Company’s intent to reinvest such earnings indefinitely in active foreign operations. As of December 31, 2022 and 2021 the Company did no t have a liability for unrecognized tax benefits. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2022 and 2021, interest and penalties recognized were insignificant. In December 2019, the FASB issued an ASU that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021, the adoption had no impact on the consolidated financial statements. The Tax Cuts and Jobs Act subjects a US shareholder to tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5. Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year the tax is incurred. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES As of December 31, 2022 and 2021, the Company has obligations to make future payments, representing significant research and development contracts and other commitments that are known and committed in the amount of approximately $ 31.6 million and $ 29.3 million, respectively. Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the conduct of the clinical trials, sponsored research, manufacturing and preclinical studies. The Company enters into research, development and license agreements in the ordinary course of business where the Company receives research services and rights to proprietary technologies. Milestone and royalty payments that may become due under various agreements are dependent on, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which are uncertain. The Company periodically enters into research and license agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken by or on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the consolidated financial statements with respect to these indemnification obligations. Operating Lease Agreement During April 2022, the Company entered into a 3 -year operating lease for office space located in North Carolina. Total lease payments under the lease amount to approximately $ 0.2 million and the Company recorded a related right-of-use asset and related lease liability upon lease commencement of approximately $ 0.2 million. Upon the expiration of the initial term of the lease, the Company has the option to extend the term of the lease for an additional 5 -year period. The right-of-use asset is recorded in other non-current assets in the accompanying consolidated balance sheet. The current portion of the lease liability is recorded in accrued expenses and the noncurrent portion is recorded in other liabilities, long-term in the accompanying consolidated balance sheet. The incremental borrowing rate utilized in the determination of the lease liability was 8.0 %. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS The Company had no related party transactions during the year ended December 31, 2022. The Company paid professional fees of approximately $ 1.1 million and corporate legal fees of approximately $ 0.8 million to entities controlled by a former director of the Company during the year ended December 31, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. |
Foreign Currency | Foreign Currency The Company’s reporting currency is U.S. dollars. In 2019, the Company only operated MindMed US, a single US-based entity, which had a functional currency of the U.S. dollar. After the reverse takeover transaction in February 2020, the Company determined that the functional currency of the Company to be the U.S. dollar. During the fourth quarter of 2020, the Company determined that the there was a significant change in circumstances relating to the primary economic environment of the Company, which required a change in the entity’s functional currency from the U.S. dollar to the Canadian dollar (“CAD”). This change in functional currency for the Company, was applied prospectively. The local currency of the Company’s foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates and the parent entity, are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the intangible assets, functional currency, and share-based awards and valuation of warrants. Actual results could differ from those estimates, and such differences could be material to the consolidated balance sheets and statements of operations and comprehensive loss. |
Segments | Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, views the Company’s operations and manages its business as a single operating segment, which is the research and development of the Company’s neuro-pharmaceutical drug development platform. All long-lived assets are located in the United States. The Company does not currently generate any revenue. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk primarily consist of cash and cash equivalents. As of December 31, 2022, the Company’s cash equivalents primarily includes a U.S. government money market fund at a high-quality financial institution which invests in highly liquid securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. The Company's cash is deposited in checking accounts at high-quality financial institutions, which at times, may exceed federally insured limits. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these financial institutions. As of December 31, 2022, the Company has not experienced any losses on its cash or cash equivalents. |
Business Combinations | Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. The determination of fair value requires considerable judgment and is sensitive to changes in the underlying assumptions. The Company’s estimates are preliminary and subject to adjustment, which may result in material changes to the final valuation. During the measurement period, which will not exceed one year from closing, the Company may continue to obtain information to assist in finalizing the acquisition date fair values. Any qualifying changes to the preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill. Acquisition costs are expensed as incurred, unless they qualify to be treated as debt issue costs, or as cost of issuing equity securities. Asset acquisitions are accounted for using a cost accumulation model, with the cost of the acquisition allocated to the acquired assets based on their relative fair values. Goodwill is not recognized in an asset acquisition. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The recognition of goodwill represents the strategic and synergistic benefits the Company expects to realize from acquisitions. Goodwill is not amortized to earnings, rather, assessed for impairment annually during the fourth quarter for its single reporting unit. The Company also performs an assessment at other times if events or changes in circumstances indicate the carrying value of the assets may not be recoverable. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. In conducting the annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed and the fair value of the reporting unit is determined by analyzing the total fair value of equity compared to the carrying value of the reporting unit. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. No impairment charges have been recorded during the years ended December 31, 2022 and 2021. |
Intangible Assets | Intangible Assets The Company’s finite-lived intangible assets consist of acquired developed technology and are amortized on a straight-line basis, which is aligned to the economic benefit of the asset, over their estimated useful life of three years . Intangible assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be fully recoverable. Upon occurrence, recoverability is measured by comparing the sum of the undiscounted expected future cash flows the asset or asset group is expected to generate to its carrying amount. If the carrying amount of the asset exceeds its undiscounted expected future cash flows, an impairment loss is recognized in the amount of the excess of the carrying amount over the fair value of the asset. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. There was no impairment of intangible assets recorded during the years ended December 31, 2022 and 2021. |
Warrants | Warrants Compensation Warrants Freestanding warrants for the purchase of Common Shares issued in conjunction with the Company’s US offerings and various financing transactions as a form of compensation are classified as equity and recorded at fair value at the time of issuance. The Company accounted for these as transactions as issuance costs related to the underlying equity transactions. Financing Warrants Freestanding warrants for the purchase of Common Shares issued in conjunction with the Company’s US offering and various financing transactions for the purchase of Common Shares are classified as equity and recorded at fair value at the time of issuance. 2022 USD Financing Warrants The 2022 USD Financing Warrants (as defined below in Note 7) are liability classified due to being denominated in USD and not the Company's functional currency. Accordingly, the 2022 USD Financing Warrants were recognized at fair value upon issuance and are remeasured to fair value at the end of each reporting period. Any change in fair value is recognized in general and administrative expense on the consolidated statements of operations. Issuance costs related to warrants were expensed within general and administrative expense on the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds. The Company’s accounts, at times, may exceed federally insured limits. The Company had cash equivalents of $ 131.7 million as of December 31, 2022, and no cash equivalents as of December 31, 2021. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, other current assets, accounts payable and accrued expenses are all short-term in nature and, as such, their carrying values approximate fair values. |
Research and Development | Research and Development Research and development expenses include all direct and indirect operating expenses supporting the products and processes in development, including payroll and benefits, which includes stock-based compensation, for research and development employees, consulting expenses, licensing fees, manufacturing costs to produce clinical trial materials, clinical research costs, and data and study acquisition costs. The Company recognizes the benefit of refundable research and development tax credits as a reduction of research and development costs when received or there is reasonable assurance that the amount claimed will be recovered. The costs incurred in establishing and maintaining patents are expensed as incurred. Substantial portions of the Company’s pre-clinical trials are performed by third-party laboratories, medical centers, contract research organizations (“CROs”) and other vendors. These vendors generally bill monthly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the remaining contract milestones. At times, the Company is obligated to make upfront payments upon execution of research and development agreements. Upfront payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses until such goods are delivered or the related services are performed. The Company estimates the period over which such services will be performed based on the terms of the agreements as well as the level of effort to be expended in each period. Sometimes the actual timing of performance or the level of effort varies from the estimate, and if that does occur, the Company will adjust the amounts recorded accordingly. Intellectual property acquired separately for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. |
General and Administrative | General and Administrative General and administrative expense primarily consists of payroll, including stock-based compensation, for executive management and administrative employees, including finance and accounting, legal, human resources and other offices supporting administrative functions, consulting and professional services fees, advisory and professional services fees in connection with financing transactions, insurance expenses, issuance costs related to warrants, and allocated expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits. As a result of incurring scientific research and development expenditures, management anticipates that there will be non-refundable tax credits receivable following the completion of normal audit processes by tax authorities. Investment tax credits are recorded at the earlier of when received or when there is reasonable assurance that the amounts claimed will be recovered. Upon recognition, amounts will be recorded as a reduction of research and development expenditures. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of Common Shares outstanding during each period. Diluted net loss per share of Common Shares includes the effect, if any, from the potential exercise or conversion of securities such as share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. The Company has not adjusted its weighted average number of Common Shares outstanding in the calculation of diluted loss per share, as the effect of warrants and options is anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ ( 56,796 ) $ ( 93,036 ) Denominator: Weighted-average shares used in computing net loss per share attributable 30,857,463 27,377,082 Net loss per share attributable to common shareholders, basic and diluted $ ( 1.84 ) $ ( 3.40 ) The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Years Ended December 31, 2022 2021 Options issued and outstanding under stock option plan 2,190,315 1,539,511 Unvested RSUs 1,522,793 644,481 Vested and unissued RSUs 47,589 52,852 Compensation Warrants 125,890 125,890 Financing Warrants 1,286,282 1,376,772 2022 USD Financing Warrants 7,058,823 — Total 12,231,692 3,739,506 |
Stock-based compensation | Stock-based compensation Stock-based compensation expense represents the cost of the grant date fair value of employee, officer, director and non-employee stock option grants or restricted stock unit (“RSU”) grants, estimated in accordance with the applicable accounting guidance, recognized on a straight-line basis over the vesting period. The vesting period generally approximates the expected service period of the awards. The Company recognizes forfeitures as they occur. The fair value of stock options is estimated using a Black-Scholes-Merton valuation model on the date of grant. The Black-Scholes-Merton option-pricing model requires inputs based on certain highly subjective assumptions. Changes to these assumptions can materially affect the fair value of stock options and ultimately the amount of stock-based compensation expense recognized in the Company’s consolidated financial statements. These assumptions include: Fair Value of Common Shares — The fair value of the Company’s Common Shares is determined based upon the closing price of the Company’s stock one day prior to grant. Risk-free interest rate —The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company's stock options. Expected volatility —Due to the Company's limited operating history and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company's own share price becomes available. Expected term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company have opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, which is generally between 5 to 10 years . Dividend Yield —The Company has never paid dividends on its Common Shares and has no plans to pay dividends on its Common Shares. Therefore, the Company has used an expected dividend yield of zero. When the terms and conditions are modified before an award vests, any increase in the fair value of the shares, measured immediately before and after the modification, is also charged to the consolidated statements of operations and comprehensive loss. The Company also grants-cash settled Directors’ Deferred Share Units (“DDSUs”) to non-executive directors for compensation. The fair market value of one DDSU is equal to the volume weighted average trading price of a Common Share on the NEO Exchange for the five business days immediately preceding the valuation date. The Company revalues DDSUs on a quarterly basis. The Company recognizes expense on the revaluation of DDSU awards as they vest and records the expense to stock-based compensation expense under general and administrative expense in the consolidated statement of operations and comprehensive loss with a corresponding adjustment related to a DDSU liability recorded to accrued expenses in the consolidated balance sheets. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11 to amend certain aspects of Topic 842. These amendments provide entities with an additional (and optional) transition method to adopt Topic 842. Under this transition method, an entity initially applies the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings (or other components of equity or net assets, as appropriate) in the period of adoption. On April 8, 2020, the FASB changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2022. The Company adopted this standard effective January 1, 2022 , the adoption had no impact on the consolidated financial statements. The Company adopted the standard using the practical expedients allowing the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired leases, and (iii) indirect costs for any existing leases. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets, therefore the Company accounts for lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. Recently Issued Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) . The amendments in ASU 2016-13 affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. On April 8, 2020, the FASB has changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2023. The Company does not expect the impact of this standard on its financial position, results of operations, and cash flows to be material. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ ( 56,796 ) $ ( 93,036 ) Denominator: Weighted-average shares used in computing net loss per share attributable 30,857,463 27,377,082 Net loss per share attributable to common shareholders, basic and diluted $ ( 1.84 ) $ ( 3.40 ) |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share due to Anti-dilutive Effect | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Years Ended December 31, 2022 2021 Options issued and outstanding under stock option plan 2,190,315 1,539,511 Unvested RSUs 1,522,793 644,481 Vested and unissued RSUs 47,589 52,852 Compensation Warrants 125,890 125,890 Financing Warrants 1,286,282 1,376,772 2022 USD Financing Warrants 7,058,823 — Total 12,231,692 3,739,506 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
HealthMode Acquisition | |
Summary of Fair Value of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table sets forth the allocation of the purchase price to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill (in thousands): Cash $ 178 Prepaid and other current assets 75 Property and equipment 15 Intangible assets (developed technology) 9,485 Goodwill 19,918 Total assets 29,671 Accounts payable and accrued expenses 880 Deferred tax liability 1,157 Total liabilities 2,037 Net assets acquired $ 27,634 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and the fair value hierarchy of the valuation techniques utilized. December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 131,702 $ — $ — $ 131,702 Financial liabilities: Directors' Deferred Share Unit Liability $ 124 $ — $ — $ 124 2022 USD Financing Warrant Liability $ — $ — $ 9,904 $ 9,904 December 31, 2021 Level 1 Level 2 Level 3 Total Financial liabilities: Directors' Deferred Share Unit Liability $ 509 $ — $ — $ 509 |
Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants | The fair value of the warrant liability is measured at fair value on a recurring basis. The 2022 USD Financing Warrants are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions: For the Year Ended December 31, 2022 Share price $ 2.20 - $ 3.50 Expected volatility 96.04 % - 97.08 % Risk-free rate 3.94 % - 4.06 % Expected life 4.75 - 5.0 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Value of Intangible Assets | The following table summarizes the carrying value of the Company’s intangible assets (in thousands): December 31, 2022 Useful Lives Gross Carrying Accumulated Net Carrying Developed Technology 3 $ 9,485 $ ( 5,796 ) $ 3,689 Total intangible assets, net $ 9,485 $ ( 5,796 ) $ 3,689 December 31, 2021 Useful Lives Gross Carrying Accumulated Net Carrying Developed Technology 3 $ 9,485 $ ( 2,616 ) $ 6,869 Total intangible assets, net $ 9,485 $ ( 2,616 ) $ 6,869 |
Summary of Expected Future Amortization Expense for Finite-lived Intangible Assets | As of December 31, 2022, the expected future amortization expense for finite-lived intangible assets was as follows (in thousands): Year Ending December 31, Amount 2023 $ 3,162 2024 527 Total $ 3,689 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | At December 31, 2022 and 2021, accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 3,198 $ 2,295 Professional services 436 2,313 Contribution payable 1,566 713 Accrued clinical and manufacturing costs 605 906 Lease liabilities 72 — Other payables — 3 Total accrued expenses $ 5,877 $ 6,230 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Shares Reserved for Issuance | A summary of shares reserved for issuance as of December 31, 2022 is summarized below: December 31, 2022 Options issued and outstanding under stock option plan 2,190,315 Unvested RSUs 1,522,793 Vested and unissued RSUs 47,589 Compensation Warrants 125,890 Financing Warrants 1,286,282 2022 USD Financing Warrants 7,058,823 Shares available for grant under stock option plan 1,936,174 Total shares reserved for issuance 14,167,866 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table summarizes warrant activity for the year ended December 31, 2022. Expiration Date Exercise Price (CAD$) Outstanding as of Exercised Expired Outstanding as of December 11, 2020 compensation warrants December 2023 $ 28.50 18,170 — — 18,170 January 7, 2021 compensation warrants January 2024 66.00 83,720 — — 83,720 March 9, 2021 compensation warrants March 2024 48.75 24,000 — — 24,000 Total compensation warrants 125,890 — — 125,890 May 26, 2020 financing warrants May 2022 11.85 90,490 ( 76,021 ) ( 14,469 ) — October 30, 2020 financing warrants October 2023 21.00 122,510 — — 122,510 December 11, 2020 financing warrants December 2023 36.75 266,105 — — 266,105 January 7, 2021 financing warrants January 2024 86.25 697,667 — — 697,667 March 9, 2021 financing warrants March 2024 66.00 200,000 — — 200,000 Total financing warrants 1,376,772 ( 76,021 ) ( 14,469 ) 1,286,282 The following table summarizes warrant activity for the year ended December 31, 2021. Expiration Date Exercise Outstanding as of Issued Exercised Outstanding as of December 11, 2020 compensation warrants December 2023 $ 28.50 72,680 — ( 54,510 ) 18,170 January 7, 2021 compensation warrants January 2024 66.00 — 83,720 — 83,720 March 9, 2021 compensation warrants March 2024 48.75 — 24,000 — 24,000 Total compensation warrants 72,680 107,720 ( 54,510 ) 125,890 May 26, 2020 financing warrants May 2022 11.85 189,811 — ( 99,321 ) 90,490 October 30, 2020 financing warrants October 2023 21.00 304,957 — ( 182,447 ) 122,510 December 11, 2020 financing warrants December 2023 36.75 444,410 27,255 ( 205,560 ) 266,105 January 7, 2021 financing warrants January 2024 86.25 — 697,667 — 697,667 March 9, 2021 financing warrants March 2024 66.00 — 200,000 — 200,000 Total financing warrants 939,178 924,922 ( 487,328 ) 1,376,772 |
Schedule of Warrants and Weighted Average Exercise Price | The below table represents the activity associated with the Company's outstanding liability classified 2022 USD Financing Warrants for the year ended December 31, 2022: 2022 USD Financing Weighted Balance at December 31, 2021 — — Issued 7,058,823 4.25 Exercised — — Expired — — Balance at December 31, 2022 7,058,823 4.25 |
Schedule of Warrants Liability | Year Ended December 31, 2022 Balance at December 31, 2021 $ — Warrant liability at issuance 17,747 Change in fair value of the warrant liability ( 7,843 ) Balance at December 31, 2022 $ 9,904 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions of Options | The fair value of options issued has been estimated using the Black-Scholes option pricing model with the following assumptions: Year Ended Year Ended Share price CAD$ 3.47 - CAD$ 25.65 CAD$ 40.95 - CAD$ 63.15 Expected volatility 91.8 % - 100.6 % 91.8 % - 101.3 % Risk-free rate 1.8 % - 4.2 % 0.3 % - 0.8 % Expected life 2.5 - 6.1 years 2.7 - 3.6 years Expected dividend yield 0 % 0 % |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity: Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2021 1,539,511 $ 27.91 3.8 $ 13,610,348 Issued 990,015 18.96 Exercised ( 38,276 ) 6.58 539,982 Forfeited ( 262,245 ) 27.88 Expired ( 38,690 ) 27.52 Options outstanding at December 31, 2022 2,190,315 $ 24.29 4.1 $ 4,484 Options vested and exercisable at December 31, 2022 774,770 $ 25.76 3.1 $ 2,667 |
Schedule of Restricted Share Units | The Company has adopted a Performance and Restricted Share Unit Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the common shares on the day prior to the grant. Number of RSUs Weighted Average Grant Date Fair Value (CAD$) Balance at December 31, 2021 644,481 $ 45.11 Granted 1,391,275 11.86 Vested and unissued ( 378,776 ) 38.54 Cancelled ( 134,187 ) 33.17 Balance at December 31, 2022 1,522,793 $ 17.75 |
Schedule of Directors' Deferred Share Unit Plan | On April 16, 2021 the Company adopted the MindMed Director’s Deferred Share Unit Plan (“DDSU Plan”). The DDSU Plan sets out a framework to grant non-executive directors DDSU’s which are cash settled awards. The plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Common Share on the NEO Exchange for the five business days immediately preceding the valuation date. The DDSU’s generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. Number of DSUs Balance at December 31, 2021 30,417 Issued 208,081 Settled — Cancelled ( 24,699 ) Balance at December 31, 2022 213,799 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense for all equity arrangements for the years ended December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 5,597 $ 7,174 General and administrative 8,110 35,542 Total share-based compensation expense $ 13,707 $ 42,716 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The Components of the loss before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 Domestic $ ( 61,763 ) $ ( 44,573 ) Foreign 4,967 ( 49,620 ) Total $ ( 56,796 ) $ ( 94,193 ) |
Schedule of Reconciliation of Provision For Income Taxes at Statutory Rate and Provision (Benefit) For Income Taxes at Effective Tax Rate | For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional of 21 % tax rate was applied as follows (in thousands): December 31, 2022 2021 Income tax at federal statutory rate $ ( 11,926 ) $ ( 19,781 ) State income tax expense, net of federal tax effect — ( 16 ) Nondeductible permanent items 224 46 Executive compensation 383 3,808 Warrant fair value adjustment ( 3,240 ) — Capitalized research expenses — 4,316 Net operating losses — ( 466 ) Foreign rate differential 1,356 ( 12,617 ) Adjustment to deferred taxes 10,742 ( 1,687 ) Nonqualified stock option and performance award windfall upon exercise 1,732 2,461 Change in valuation allowance 729 22,779 $ — $ ( 1,157 ) |
Schedule of Provision For (Benefit From) Income Taxes | The provision for (benefit from) income taxes is as follows (in thousands): December 31, 2022 2021 Current: Federal $ — $ — State — 2 Foreign — — Total current — 2 Deferred: Federal — ( 1,157 ) State — ( 2 ) Foreign — — Total deferred — ( 1,159 ) Total $ — $ ( 1,157 ) |
Schedule of Deferred Tax Assets and Liabilities | The following table provides the effect of temporary differences that created deferred income taxes as of December 31, 2022 and 2021. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective periods (in thousands): December 31, 2022 2021 Deferred tax assets: Reserves $ 555 $ 47 Stock-based compensation 1,618 4,414 Share issuance costs 2,944 — Net operating loss carryforward 25,312 31,932 Other assets 638 574 Intangible assets 442 898 Capitalized R&D 4,595 — Lease liability 35 — Valuation allowance ( 36,107 ) ( 35,808 ) Net deferred income tax assets 32 2,057 Deferred tax liabilities: Right of use asset ( 32 ) — Unrealized gain/loss — ( 620 ) Intangible assets — ( 1,427 ) Property and equipment — ( 10 ) Other — — Total deferred tax liabilities ( 32 ) ( 2,057 ) Net deferred income tax liability $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ ( 56,796 ) $ ( 93,036 ) Denominator: Weighted-average shares used in computing net loss per share attributable 30,857,463 27,377,082 Net loss per share attributable to common shareholders, basic and diluted $ ( 1.84 ) $ ( 3.40 ) |
Description of the Business - A
Description of the Business - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | $ (194,468) | $ (137,672) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Realized and unrealized gains and losses from foreign exchange | $ 195,000 | $ (86,000) |
Business combination, maximum measurement period | 1 year | |
Impairment charges of goodwill | $ 0 | 0 |
Goodwill | $ 19,918,000 | 19,918,000 |
Intangible assets, Useful Lives (in years) | 3 years | |
Impairment of intangible assets | $ 0 | 0 |
Unrecognized tax benefits, interest charges or penalties | 0 | |
Cash equivalents | $ 131,700,000 | $ 0 |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Expected term | 2 years 6 months | 2 years 8 months 12 days |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Expected term | 6 years 1 month 6 days | 3 years 7 months 6 days |
Stock Option | Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Expected term | 5 years | |
Stock Option | Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Expected term | 10 years | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
ASU 2016-13 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common shareholders | $ (56,796) | $ (93,036) |
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic | 30,857,463 | 27,377,082 |
Weighted-average shares used in computing net loss per share attributable to common shareholders, diluted | 30,857,463 | 27,377,082 |
Net loss per share attributable to common shareholders, basic | $ (1.84) | $ (3.40) |
Net loss per share attributable to common shareholders, diluted | $ (1.84) | $ (3.40) |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share due to Anti-dilutive Effect (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 12,231,692 | 3,739,506 |
Options Issued and Outstanding Under Stock Option Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 2,190,315 | 1,539,511 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 1,522,793 | 644,481 |
Vested and Unissued RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 47,589 | 52,852 |
Compensation Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 125,890 | 125,890 |
Financing Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 1,286,282 | 1,376,772 |
2022 USD Financing Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share | 7,058,823 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,918,000 | $ 19,918,000 | |
Intangible assets, useful life | 3 years | ||
HealthMode Acquisition | |||
Business Acquisition [Line Items] | |||
Business acquisition date | Feb. 26, 2021 | ||
Acquired percentage of issued and outstanding shares | 100% | ||
Consideration paid for acquisition | $ 27,600,000 | ||
Cash paid for acquisition | 500,000 | ||
Multiple voting share paid for acquisition | 27,000,000 | ||
Stock options paid for acquisition | $ 100,000 | ||
Number of stock options issued | 2,241 | ||
Recognized identifiable finite-live intangible assets | $ 9,485,000 | ||
Goodwill | $ 19,918,000 | ||
Intangible assets, useful life | 3 years | ||
Business acquisition, goodwill expected tax deductible amount | $ 0 | ||
Business combination, acquisition costs | $ 300,000 | ||
HealthMode Acquisition | Common Stock | |||
Business Acquisition [Line Items] | |||
Voting shares issued | 543,313 | ||
HealthMode Acquisition | Multiple Voting Shares | |||
Business Acquisition [Line Items] | |||
Voting shares issued | 5,433 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,918 | $ 19,918 | |
HealthMode Acquisition | |||
Business Acquisition [Line Items] | |||
Cash | $ 178 | ||
Prepaid and other current assets | 75 | ||
Property and equipment | 15 | ||
Intangible assets (developed technology) | 9,485 | ||
Goodwill | 19,918 | ||
Total assets | 29,671 | ||
Accounts payable and accrued expenses | 880 | ||
Deferred tax liability | 1,157 | ||
Total liabilities | 2,037 | ||
Net assets (liabilities) acquired | $ 27,634 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | $ 131,702 | |
Directors' Deferred Share Unit Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 124 | $ 509 |
2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 9,904 | |
Level 1 | ||
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 131,702 | |
Level 1 | Directors' Deferred Share Unit Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 124 | $ 509 |
Level 3 | 2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | $ 9,904 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Assets measured at fair value on recurring basis | $ 0 | |
Fair value of assets transfers into Level 3 | $ 0 | 0 |
Fair value of assets transfers out of Level 3 | 0 | 0 |
Fair value of liabilities transfers into Level 3 | 0 | 0 |
Fair value of liabilities transfers out of Level 3 | $ 0 | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants (Details) - Recurring - Level 3 - 2022 USD Financing Warrant Liability | Dec. 31, 2022 $ / shares |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Warrants, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueOptionPricingModelMember |
Share price | Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 2.20 |
Share price | Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 3.50 |
Expected volatility | Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 96.04 |
Expected volatility | Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 97.08 |
Risk-free rate | Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 3.94 |
Risk-free rate | Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement input | 4.06 |
Expected life | Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected life | 4 years 9 months |
Expected life | Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected life | 5 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges of goodwill | $ 0 | $ 0 |
Goodwill acquired during period | 0 | |
Amortization of Intangible Assets | $ 3,180,000 | $ 2,616,000 |
Development Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets remaining useful life | 1 year 2 months 12 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives (in years) | 3 years | |
Intangible assets, Gross Carrying Value | $ 9,485 | $ 9,485 |
Intangible assets, Accumulated Amortization | (5,796) | (2,616) |
Intangible assets, Net Carrying Value | $ 3,689 | $ 6,869 |
Development Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives (in years) | 3 years | 3 years |
Intangible assets, Gross Carrying Value | $ 9,485 | $ 9,485 |
Intangible assets, Accumulated Amortization | (5,796) | (2,616) |
Intangible assets, Net Carrying Value | $ 3,689 | $ 6,869 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Expected Future Amortization Expense for finite-lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 3,162 | |
2024 | 527 | |
Intangible assets, Net Carrying Value | $ 3,689 | $ 6,869 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 3,198 | $ 2,295 |
Professional services | 436 | 2,313 |
Contribution payable | 1,566 | 713 |
Accrued clinical and manufacturing costs | 605 | 906 |
Lease liabilities | 72 | |
Other payables | 3 | |
Total accrued expenses | $ 5,877 | $ 6,230 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2022 USD ($) $ / shares shares | Aug. 26, 2022 shares | May 04, 2022 USD ($) | Jul. 08, 2021 $ / shares shares | Mar. 09, 2021 USD ($) $ / shares shares | Jan. 07, 2021 USD ($) $ / shares shares | May 31, 2021 shares | Mar. 31, 2021 shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 31, 2022 shares | Jul. 08, 2021 $ / shares | Mar. 09, 2021 $ / shares | Jan. 07, 2021 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock, no par value | $ / shares | $ 0 | |||||||||||||
Number of shares issued and outstanding | 37,979,136 | |||||||||||||
Common stock, number of votes per share held | Vote | 1 | |||||||||||||
Common stock conversion basis | The Company's previous equity structure included Multiple Voting Shares, which had no par value and were eligible to be exchanged with Subordinate Voting Shares on a one-for-one-hundred basis, and Subordinate Voting Shares, which had no par value and were equivalent in rights to Common Shares. All share data shown in the accompanying consolidated financial statements and related notes has been retroactively revised to reflect the conversion of all outstanding Multiple Voting Shares and Subordinate Voting Shares to Common Shares as of December 31, 2022. | |||||||||||||
Reverse stock split description | The Company’s Board of Directors (the “Board”) approved a reverse split of the Company’s Common Shares on a 15-for-1 basis (the “August Share Split”), which was effected on August 26, 2022 | |||||||||||||
Stock issued during period shares reverse stock splits | 1 | |||||||||||||
Common stock, shares issued | 37,979,136 | 28,126,414 | ||||||||||||
Proceeds from issuance of common shares, net of issuance costs | $ | $ 42,297 | $ 81,924 | ||||||||||||
Common stock, shares outstanding | 37,979,136 | 28,126,414 | ||||||||||||
Common Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock issued during period | 9,370,476 | 1,795,333 | ||||||||||||
Compensation Warrants | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Warrants issued | 107,720 | |||||||||||||
Financing Warrants | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Warrants issued | 924,922 | |||||||||||||
Underwritten Public Offering | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share issued price per share | $ / shares | $ 4.25 | |||||||||||||
Common stock, shares issued | 7,058,823 | |||||||||||||
2022 USD Financing Warrant Liability | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 7,058,823 | |||||||||||||
Common Share and Warrant Public Offering | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Proceeds from issuance of common shares, net of issuance costs | $ | $ 27,500 | |||||||||||||
Warrant exercise price | $ / shares | $ 4.25 | |||||||||||||
2021 Equity Transactions | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock conversion basis | Each unit comprised one Common Share of the Company and one-half of one Common Share financing warrant (for a total of 200,000 warrants) (each whole warrant, a “March Warrant”) | Each unit comprised one Common Share of the Company and one-half of one Common Share financing warrant (for a total of 697,667 warrants) (each whole warrant, a “January Warrant”) | ||||||||||||
Stock issued during period | 1,395,333 | |||||||||||||
Payment of share issuance cost | $ | $ 1,100 | $ 4,900 | ||||||||||||
2021 Equity Transactions | Compensation Warrants | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Warrants issued | 24,000 | 83,720 | ||||||||||||
Warrants expiration date | Mar. 09, 2024 | Jan. 07, 2024 | Mar. 09, 2024 | Jan. 07, 2024 | ||||||||||
2021 Equity Transactions | Financing Warrants | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Warrants issued | 200,000 | 697,667 | ||||||||||||
2022 Equity Transactions | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Sale of securities aggregate public offering price | $ | $ 200,000 | |||||||||||||
2022 Equity Transactions | At-the-market Offering Program | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 2,311,652 | |||||||||||||
Proceeds from issuance of common shares, net of issuance costs | $ | $ 31,100 | |||||||||||||
Sale of securities aggregate public offering price | $ | $ 100,000 | |||||||||||||
Percentage of gross proceeds from sales of common shares payable as sales agent commission rate | 3% | |||||||||||||
Minimum | Common Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Percentage of outstanding shares to be held to vote | 5% | |||||||||||||
Common Shares | 2021 Equity Transactions | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock issued during period | 100,000 | |||||||||||||
Share issued price per share | (per share) | $ 48.75 | $ 61.65 | ||||||||||||
Common stock, shares issued | 233,333 | |||||||||||||
Common Shares | 2021 Equity Transactions | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock issued during period | 400,000 | |||||||||||||
Share issued price per share | (per share) | $ 38.55 | $ 48.75 | ||||||||||||
Proceeds from issuance of common shares, net of issuance costs | $ | $ 15,400 | |||||||||||||
Warrant exercise price | (per share) | $ 52.20 | $ 67.95 | $ 66 | $ 86.25 | ||||||||||
Common Shares | 2021 Equity Transactions | Compensation Warrants | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares purchasable for each warrant | 1 | 1 | ||||||||||||
Subordinate Voting Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Conversion of convertible shares | 30,137 | |||||||||||||
Subordinate Voting Shares | 2021 Equity Transactions | Bought Deal Financing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share issued price per share | (per share) | $ 52.05 | $ 66 | ||||||||||||
Proceeds from issuance of common shares, net of issuance costs | $ | $ 72,600 | |||||||||||||
Multiple Voting Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 301 | |||||||||||||
Multiple Voting Shares | 2021 Equity Transactions | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Conversion of convertible shares | 4,413,176 | 2,333 | ||||||||||||
Common stock, shares issued | 44,132 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Shares Reserved For Issuance (Details) | Dec. 31, 2022 shares |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 14,167,866 |
Options Issued and Outstanding Under Stock Option Plan | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 2,190,315 |
Unvested RSUs | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 1,522,793 |
Vested and Unissued RSUs | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 47,589 |
Compensation Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 125,890 |
Financing Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 1,286,282 |
2022 USD Financing Warrant Liability | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 7,058,823 |
Shares Available for Grant Under Stock Option Plan | |
Class Of Stock [Line Items] | |
Total shares reserved for issuance | 1,936,174 |
Warrants - Additional Informati
Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |||||
Weighted average fair value of shares purchased upon exercise of warrants | $ / shares | $ 11.85 | $ 68.25 | |||
Common stock, shares issued | 37,979,136 | 37,979,136 | 28,126,414 | 28,126,414 | |
Net proceeds from common stock | $ | $ 42,297 | $ 81,924 | |||
Common share and warrant public offering expire date | Sep. 30, 2027 | ||||
Underwritten Public Offering | |||||
Class Of Warrant Or Right [Line Items] | |||||
Common stock, shares issued | 7,058,823 | ||||
Offering price | $ / shares | $ 4.25 | ||||
2022 USD Financing Warrant Liability | |||||
Class Of Warrant Or Right [Line Items] | |||||
Common stock, shares issued | 7,058,823 | ||||
Common Share and Warrant Public Offering | |||||
Class Of Warrant Or Right [Line Items] | |||||
Net proceeds from common stock | $ | $ 27,500 | ||||
Common shares at an initial excercise price | $ / shares | $ 4.25 | ||||
General and Administrative | 2022 USD Financing Warrant Liability | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issuance costs | $ | $ 1,500 | ||||
Compensation Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issued | 107,720 | ||||
Financing Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issued | 924,922 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
December 11, 2020 compensation warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2023-12 | 2023-12 |
Warrant exercise price | $ 28.50 | $ 28.50 |
Beginning balance, shares | 18,170 | 72,680 |
Exercised, shares | (54,510) | |
Ending balance, shares | 18,170 | 18,170 |
January 7, 2021 compensation warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2024-01 | 2024-01 |
Warrant exercise price | $ 66 | $ 66 |
Beginning balance, shares | 83,720 | |
Issued, shares | 83,720 | |
Ending balance, shares | 83,720 | 83,720 |
March 9, 2021 compensation warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2024-03 | 2024-03 |
Warrant exercise price | $ 48.75 | $ 48.75 |
Beginning balance, shares | 24,000 | |
Issued, shares | 24,000 | |
Ending balance, shares | 24,000 | 24,000 |
Compensation Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Beginning balance, shares | 125,890 | 72,680 |
Exercised, shares | (54,510) | |
Issued, shares | 107,720 | |
Ending balance, shares | 125,890 | 125,890 |
May 26, 2020 financing warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2022-05 | 2022-05 |
Warrant exercise price | $ 11.85 | $ 11.85 |
Beginning balance, shares | 90,490 | 189,811 |
Exercised, shares | (76,021) | (99,321) |
Expired, shares | (14,469) | |
Ending balance, shares | 90,490 | |
October 30, 2020 financing warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2023-10 | 2023-10 |
Warrant exercise price | $ 21 | $ 21 |
Beginning balance, shares | 122,510 | 304,957 |
Exercised, shares | (182,447) | |
Ending balance, shares | 122,510 | 122,510 |
December 11, 2020 financing warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2023-12 | 2023-12 |
Warrant exercise price | $ 36.75 | $ 36.75 |
Beginning balance, shares | 266,105 | 444,410 |
Exercised, shares | (205,560) | |
Issued, shares | 27,255 | |
Ending balance, shares | 266,105 | 266,105 |
January 7, 2021 financing warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2024-01 | 2024-01 |
Warrant exercise price | $ 86.25 | $ 86.25 |
Beginning balance, shares | 697,667 | |
Issued, shares | 697,667 | |
Ending balance, shares | 697,667 | 697,667 |
March 9, 2021 financing warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant expiration date | 2024-03 | 2024-03 |
Warrant exercise price | $ 66 | $ 66 |
Beginning balance, shares | 200,000 | |
Issued, shares | 200,000 | |
Ending balance, shares | 200,000 | 200,000 |
Financing Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Beginning balance, shares | 1,376,772 | 939,178 |
Exercised, shares | (76,021) | (487,328) |
Issued, shares | 924,922 | |
Expired, shares | (14,469) | |
Ending balance, shares | 1,286,282 | 1,376,772 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants and Weighted Average Exercise Price (Details) - 2022 USD Financing Warrant Liability | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |
Beginning balance, shares | shares | |
Issued, shares | shares | 7,058,823 |
Exercised, shares | shares | |
Expired, shares | shares | |
Ending balance, shares | shares | 7,058,823 |
Beginning balance, weighted average exercise price | $ / shares | |
Issued, weighted average exercise price | $ / shares | 4.25 |
Issued on exercise of compensation warrants, weighted average exercise price | $ / shares | |
Expired, weighted average exercise price | $ / shares | |
Ending balance, weighted average exercise price | $ / shares | $ 4.25 |
Warrants - Schedule of Warran_2
Warrants - Schedule of Warrants Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Class of Warrant or Right [Line Items] | |
Change in fair value of the warrant liability | $ (7,843) |
2022 USD Financing Warrant Liability | |
Class of Warrant or Right [Line Items] | |
Warrant liability at issuance | 17,747 |
Change in fair value of the warrant liability | (7,843) |
Ending balance | $ 9,904 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | 12 Months Ended | ||||
Feb. 27, 2020 | Sep. 16, 2019 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value of options granted | $ / shares | $ 13.06 | ||||
Aggregated fair value of options vested | $ 9,700,000 | ||||
Number of unvested options, vested | shares | 603,125 | 470,813 | |||
Number of shares, vested | shares | 71,478 | ||||
Shares purchase amount | $ 190,000 | ||||
Accrued expenses | $ 5,877,000 | $ 5,877,000 | 6,230,000 | ||
Stock-based compensation expense recognized | 13,707,000 | $ 42,716,000 | |||
Unrecognized stock-based compensation expense related to unvested options granted | $ 16,000,000 | 16,000,000 | |||
Weighted average period for recognition of unvested options granted | 2 years 7 months 6 days | ||||
Common Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares purchased | shares | 119,016 | ||||
Director | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Stock-based compensation expense recognized | $ 0 | $ 200,000 | |||
Director | Common Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares purchased | shares | 333,333 | ||||
Shares purchase amount | $ 500,000 | ||||
Number of shares issued upon conversion | shares | 0 | 119,016 | |||
Loan | Director | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Debt instrument, principal amount | $ 500,000 | ||||
General and Administrative | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 8,110,000 | $ 35,542,000 | |||
Restricted Share Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares, vested | shares | 26,042 | 132,410 | |||
Fair market value of vested shares | $ 4,000,000 | ||||
Stock-based compensation expense recognized | 6,900,000 | ||||
Unrecognized stock-based compensation expense related to unvested options granted | $ 18,700,000 | 18,700,000 | |||
Weighted average period for recognition of unvested options granted | 2 years 8 months 12 days | ||||
Directors' Deferred Share Unit Plan | General and Administrative | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Accrued expenses | $ 100,000 | $ 100,000 | |||
Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | 6,700,000 | ||||
Stock Option | General and Administrative | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation incremental cost | $ 700 | $ 21,900 | |||
MindMed Stock Option Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 15% | ||||
Vesting rights, description | The Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020 (the “Transaction”) and is authorized to issue 15% of the Company’s outstanding Common Shares under the terms of the Plan. |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Fair Value Assumptions of Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 91.80% | 91.80% |
Expected volatility, maximum | 100.60% | 101.30% |
Risk-free rate, minimum | 1.80% | 0.30% |
Risk-free rate, maximum | 4.20% | 0.80% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share price | $ 3.47 | $ 40.95 |
Expected life | 2 years 6 months | 2 years 8 months 12 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share price | $ 25.65 | $ 63.15 |
Expected life | 6 years 1 month 6 days | 3 years 7 months 6 days |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Option Activity (Details) - CAD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, outstanding | 1,539,511 | |
Number of options, issued | 990,015 | |
Number of options, exercised | (38,276) | |
Number of options, forfeited | (262,245) | |
Number of options, expired | (38,690) | |
Number of options, outstanding | 2,190,315 | 1,539,511 |
Number of options, vested and exercisable | 774,770 | |
Weighted average exercise price, outstanding | $ 27.91 | |
Weighted average exercise price, issued | 18.96 | |
Weighted average exercise price, exercised | 6.58 | |
Weighted average exercise price, forfeited | 27.88 | |
Weighted average exercise price, expired | 27.52 | |
Weighted average exercise price, outstanding | 24.29 | $ 27.91 |
Weighted average exercise price, vested and exercisable | $ 25.76 | |
Weighted average remaining contractual life (Years), outstanding | 4 years 1 month 6 days | 3 years 9 months 18 days |
Weighted average remaining contractual life (Years), vested and exercisable | 3 years 1 month 6 days | |
Aggregate intrinsic value, outstanding | $ 13,610,348 | |
Aggregate intrinsic value, exercised | 539,982 | |
Aggregate intrinsic value, outstanding | 4,484 | $ 13,610,348 |
Aggregate intrinsic value, vested and exercisable | $ 2,667 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Restricted Share Units (Details) - Restricted Share Units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | shares | 644,481 |
Number of shares, granted | shares | 1,391,275 |
Number of shares, vested and unissued | shares | (378,776) |
Number of shares, cancelled | shares | (134,187) |
Number of shares, ending balance | shares | 1,522,793 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 45.11 |
Weighted average grant date fair value, granted | $ / shares | 11.86 |
Weighted average grant date fair value, vested and unissued | $ / shares | 38.54 |
Weighted average grant date fair value, cancelled | $ / shares | 33.17 |
Weighted average grant date fair value, ending balance | $ / shares | $ 17.75 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Directors' Deferred Share Unit Plan (Details) - Directors' Deferred Share Unit Plan [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 30,417 |
Number of shares, granted | 208,081 |
Number of shares, cancelled | (24,699) |
Number of shares, ending balance | 213,799 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 13,707 | $ 42,716 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 5,597 | 7,174 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 8,110 | $ 35,542 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Domestic | $ (61,763) | $ (44,573) |
Foreign | 4,967 | (49,620) |
Loss before income taxes | $ (56,796) | $ (94,193) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||
Tax rate | 21% | |
Valuation allowance | $ 36,107,000 | $ 35,808,000 |
Valuation allowance increased | 300,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 98,100,000 | |
Net operating losses limitation percentage of taxable income | 80% | |
State | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 19,800,000 | |
Operating loss carryforwards subject to expiration | 19,600,000 | |
Net operating loss carryforwards, carried forward indefinitely | $ 200,000 | |
Operating loss carryforwards, expiration date | Dec. 31, 2028 | |
Foreign | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 12,300,000 | |
Net operating loss carryforwards, carried forward indefinitely | 100,000 | |
Net operating loss carryforwards begin to expire in 2040 | 9,600,000 | |
Net operating loss carryforwards begin to expire in 2028 | $ 2,600,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision For Income Taxes at Statutory Rate and Provision (Benefit) For Income Taxes at Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income tax at federal statutory rate | $ (11,926) | $ (19,781) |
State income tax expense, net of federal tax effect | (16) | |
Nondeductible permanent items | 224 | 46 |
Executive compensation | 383 | 3,808 |
Warrant fair value adjustment | (3,240) | |
Capitalized research expenses | 4,316 | |
Net operating losses | (466) | |
Foreign rate differential | 1,356 | (12,617) |
Adjustment to deferred taxes | 10,742 | (1,687) |
Nonqualified stock option and performance award windfall upon exercise | 1,732 | 2,461 |
Change in valuation allowance | $ 729 | 22,779 |
Total | $ (1,157) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For (Benefit From) Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Current: | |
State | $ 2 |
Total current | 2 |
Deferred: | |
Federal | (1,157) |
State | (2) |
Total deferred | (1,159) |
Total | $ (1,157) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Reserves | $ 555 | $ 47 |
Stock based compensation | 1,618 | 4,414 |
Share issuance costs | 2,944 | |
Net operating loss carryforward | 25,312 | 31,932 |
Other assets | 638 | 574 |
Intangible assets | 442 | 898 |
Capitalized R&D | 4,595 | |
Lease liability | 35 | |
Valuation allowance | (36,107) | (35,808) |
Net deferred income tax assets | 32 | 2,057 |
Deferred tax liabilities: | ||
Right of use asset | (32) | |
Unrealized gain/loss | (620) | |
Intangible assets | (1,427) | |
Property and equipment | (10) | |
Total deferred tax liabilities | $ (32) | $ (2,057) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other commitment | $ 31.6 | $ 29.3 | |
Lease payment | $ 0.2 | ||
Operating Lease, Option to Extend | 5 years | ||
Right-of-use asset | $ 0.2 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | ||
Lease liability | $ 0.2 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current, Other Liabilities, Noncurrent | ||
Incremental borrowing rate | 8% | ||
NC | |||
Operating lease term | 3 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Professional fees | $ 1,100,000 | |
Corporate legal fees | $ 800,000 | |
Related party costs | $ 0 |