Cover
Cover | 12 Months Ended |
Dec. 31, 2020shares | |
Entity Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2020 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39522 |
Entity Registrant Name | COMPASS Pathways plc |
Entity Incorporation, State or Country Code | X0 |
Entity Address, Address Line One | 3rd Floor |
Entity Address, Address Line Two | 1 Ashley Road |
Entity Address, City or Town | Altrincham |
Entity Address, Postal Zip Code | WA14 2DT |
Entity Address, Country | GB |
Title of 12(g) Security | None |
Security Reporting Obligation | 15(d) |
Entity Common Stock, Shares Outstanding | 35,930,331 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001816590 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Business Contact | |
Entity Information [Line Items] | |
Entity Address, Address Line One | 180 Varick Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10014 |
Contact Personnel Name | Nate Poulsen |
City Area Code | 646 |
Local Phone Number | 905-3974 |
American Depositary Shares | |
Entity Information [Line Items] | |
Title of 12(b) Security | American Depositary Shares, each representing one ordinary share, par value of £0.008 per share |
Trading Symbol | CMPS |
Security Exchange Name | NASDAQ |
Ordinary Shares | |
Entity Information [Line Items] | |
Title of 12(b) Security | Ordinary shares, par value of £0.008 per share* |
Trading Symbol | CMPS |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 190,327 | $ 24,966 |
Restricted cash | 29 | 18 |
Prepaid expenses and other current assets | 12,048 | 7,187 |
Total current assets | 202,404 | 32,171 |
Assets, Noncurrent [Abstract] | ||
Investment | 529 | 0 |
Property and equipment, net | 245 | 218 |
Deferred tax assets | 221 | 0 |
Other assets | 57 | 0 |
Total assets | 203,456 | 32,389 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,739 | 1,262 |
Accounts payable - due to a related party | 8 | 63 |
Accrued expenses and other liabilities | 4,148 | 1,457 |
Convertible notes payable | 0 | 12,397 |
Convertible notes payable - due to a related party | 0 | 8,692 |
Total current liabilities | 6,895 | 23,871 |
Total liabilities | 6,895 | 23,871 |
Commitments and contingencies (Note 14) | ||
Carrying Value | 0 | 38,908 |
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Additional paid-in capital | 279,480 | 7,162 |
Accumulated other comprehensive income (loss) | 14,585 | (98) |
Accumulated deficit | (97,899) | (37,565) |
Total shareholders' equity (deficit) | 196,561 | (30,390) |
Total liabilities, convertible preferred shares and shareholders' deficit | 203,456 | 32,389 |
Ordinary Shares | ||
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Ordinary and deferred shares, value, issued | 367 | 111 |
Deferred Shares | ||
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Ordinary and deferred shares, value, issued | $ 28 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2020£ / sharesshares | Dec. 31, 2019£ / shares | Dec. 31, 2019USD ($)shares |
Convertible preferred shares par value (in dollars per share) | £ / shares | £ 0.008 | £ 0.008 | |
Convertible preferred shares authorized (in shares) | 0 | 9,782,505 | |
Convertible preferred shares issued (in shares) | 0 | 9,782,505 | |
Convertible preferred shares outstanding (in shares) | 0 | 9,782,505 | |
Convertible preferred shares, liquidation preference | $ | $ 39,279 | ||
Ordinary Shares | |||
Common stock, par value (in dollars per share) | £ / shares | £ 0.008 | 0.008 | |
Common stock, authorized (in shares) | 35,930,331 | 10,752,429 | |
Common stock, issued (in shares) | 35,930,331 | 10,752,429 | |
Common stock, outstanding (in shares) | 35,930,331 | 10,752,429 | |
Deferred Shares | |||
Common stock, par value (in dollars per share) | £ / shares | £ 21,921.504 | £ 21,921.504 | |
Common stock, authorized (in shares) | 1 | 0 | |
Common stock, issued (in shares) | 1 | 0 | |
Common stock, outstanding (in shares) | 1 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES: | ||
Research and development | $ 23,366 | $ 12,563 |
General and administrative | 27,862 | 8,390 |
General and administrative - fees due to a related party | 165 | 226 |
Total operating expenses | 51,393 | 21,179 |
LOSS FROM OPERATIONS: | (51,393) | (21,179) |
OTHER INCOME (EXPENSE), NET: | ||
Other income, net | 319 | 73 |
Foreign exchange losses | (11,702) | (81) |
Fair value change of convertible notes | (1,041) | (670) |
Fair value change of convertible notes - due to a related party | (730) | (469) |
Benefit from R&D tax credit | 4,245 | 2,729 |
Total other income (expense), net | (8,909) | 1,582 |
Loss before income taxes | (60,302) | (19,597) |
Income tax expense | (32) | (15) |
Net loss | (60,334) | (19,612) |
Other comprehensive income: | ||
Foreign exchange translation adjustment | 14,683 | 337 |
Comprehensive loss | $ (45,651) | $ (19,275) |
Net loss per share attributable to ordinary shareholders—basic and diluted (in dollars per share) | $ (3.55) | $ (2.62) |
Weighted average ordinary shares outstanding—basic and diluted (in shares) | 16,991,664 | 7,476,422 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Shares and Shareholders’ Deficit - USD ($) | Total | Convertible preferred shares | Convertible A preferred stock | Convertible B preferred stock | Ordinary Shares | Deferred Shares | Common StockOrdinary Shares | Common StockDeferred Shares | Additional Paid in Capital | Additional Paid in CapitalConvertible A preferred stock | Additional Paid in CapitalOrdinary Shares | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) |
Convertible preferred shares beginning balance (in shares) at Dec. 31, 2018 | 2,650,980 | 7,131,525 | 0 | ||||||||||
Convertible preferred shares beginning balance at Dec. 31, 2018 | $ 3,761,000 | $ 35,147,000 | $ 0 | ||||||||||
Convertible preferred shares ending balance (in shares) at Dec. 31, 2019 | 9,782,505 | 2,650,980 | 7,131,525 | 0 | |||||||||
Convertible preferred shares ending balance at Dec. 31, 2019 | $ 38,908,000 | $ 3,761,000 | $ 35,147,000 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 10,551,166 | 0 | |||||||||||
Beginning balance at Dec. 31, 2018 | (14,368,000) | $ 111 | $ 0 | $ 3,909,000 | $ (435,000) | $ (17,953,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of ordinary shares, net of issuance costs (in shares) | 201,263 | ||||||||||||
Share-based compensation expense | $ 3,253,000 | $ 3,253,000 | |||||||||||
Unrealized gain (loss) on foreign currency translation | 337,000 | 337,000 | |||||||||||
Net loss | (19,612,000) | (19,612,000) | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 10,752,429 | 0 | 10,752,429 | 0 | |||||||||
Ending balance at Dec. 31, 2019 | (30,390,000) | $ 111 | $ 0 | 7,162,000 | (98,000) | (37,565,000) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of B convertible preferred shares, net of issuance costs (in shares) | 4,913,404 | ||||||||||||
Issuance of B convertible preferred shares, net of issuance costs | $ 61,316,000 | ||||||||||||
Conversion of notes into B convertible preferred shares | $ 21,614,000 | ||||||||||||
Effect of corporate reorganization including conversion of preferred shares to ordinary shares (in shares) | (2,650,980) | (7,131,525) | (6,636,667) | (16,419,172) | (1) | ||||||||
Effect of corporate reorganization including conversion of preferred shares to ordinary shares | $ (121,838,000) | $ (3,761,000) | $ (35,147,000) | $ (82,930,000) | $ (167) | $ (28) | (121,643,000) | ||||||
Convertible preferred shares ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | |||||||||
Convertible preferred shares ending balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of ordinary shares, net of issuance costs (in shares) | 8,625,000 | ||||||||||||
Share-based compensation expense | 17,983,000 | 17,983,000 | |||||||||||
Unrealized gain (loss) on foreign currency translation | 14,683,000 | 14,683,000 | |||||||||||
Net loss | $ (60,334,000) | (60,334,000) | |||||||||||
Exercise of share options (in shares) | 429,929 | 197,702 | |||||||||||
Exercise of share options | $ 0 | $ 2 | (2,000) | ||||||||||
Exercise of share options but shares not issued | 16,000 | 16,000 | |||||||||||
Forfeiture of ordinary shares (in shares) | (63,972) | ||||||||||||
Forfeiture of ordinary shares | 0 | $ (1) | 1,000 | ||||||||||
Effect of corporate reorganization including conversion of preferred shares to ordinary shares (in shares) | 2,650,980 | 7,131,525 | 6,636,667 | 16,419,172 | 1 | ||||||||
Effect of corporate reorganization including conversion of preferred shares to ordinary shares | 121,838,000 | $ 3,761,000 | $ 35,147,000 | $ 82,930,000 | $ 167 | $ 28 | 121,643,000 | ||||||
Issuance of ordinary shares, net of issuance costs | $ 132,765,000 | $ 88 | $ 132,677,000 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 35,930,331 | 1 | 35,930,331 | 1 | |||||||||
Ending balance at Dec. 31, 2020 | $ 196,561,000 | $ 367 | $ 28 | $ 279,480,000 | $ 14,585,000 | $ (97,899,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS OPERATING ACTIVITIES: | ||
Net loss | $ (60,334) | $ (19,612) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 112 | 63 |
Change in fair value of convertible notes | 1,771 | 1,139 |
Non-cash share-based compensation | 17,983 | 3,253 |
Deferred tax assets | (221) | 0 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (4,490) | (3,430) |
Other assets | (57) | 0 |
Accounts payable | 1,303 | 580 |
Accrued expenses and other liabilities | 2,553 | 194 |
Net cash used in operating activities | (41,380) | (17,813) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (131) | (165) |
Purchase of investments | (497) | 0 |
Net cash used in investing activities | (628) | (165) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds of issuance of convertible preferred shares, net of issuance costs | 61,316 | 0 |
Issuance of ADRs in initial public offering, net of issuance costs | 132,823 | 0 |
Proceeds from issuance of convertible notes | 16 | 0 |
Payments of initial public offering costs | 0 | 18,434 |
Proceeds from exercise of share options | 0 | (55) |
Net cash provided by financing activities | 194,155 | 18,379 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 13,225 | 1,676 |
Net increase in cash | 165,372 | 2,077 |
Cash, cash equivalents and restricted cash, beginning of year | 24,984 | 22,907 |
Cash, cash equivalents and restricted cash, end of year | 190,356 | 24,984 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Deferred offering costs included in accrued expenses | 0 | 58 |
Conversion of convertible notes into convertible preferred shares | 21,614 | 0 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Total cash, cash equivalents and restricted cash | $ 24,984 | $ 24,984 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business COMPASS Pathways plc, or the Company, is a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health. The Company is developing psilocybin therapy through late-stage clinical trials in Europe and North America for patients with treatment-resistant depression. The Company is a public limited company incorporated in England and Wales and was originally incorporated under the name COMPASS Rx Limited before being renamed COMPASS Pathways plc as part of our corporate reorganization as more particularly described below. Prior to and in contemplation of the consummation of the Company's initial public offering, or IPO, of American Depositary Shares, or ADSs, the Company undertook a corporate reorganization. The corporate reorganization took place in several steps, all of which have been completed. The Company refers to the following steps, which are discussed in more detail below, as the “corporate reorganization”. •Prior to the corporate reorganization, the holding company of the COMPASS group was COMPASS Pathfinder Holdings Limited. • Pursuant to the terms of a share for share exchange completed on August 7, 2020, all of the shareholders of COMPASS Pathfinder Holdings Limited, which, until the corporate reorganization was the holding company of the Compass group, exchanged each of the shares held by them for 1,161 of the same class, with the same shareholder rights, of newly issued shares of COMPASS Rx Limited and, as a result, COMPASS Pathfinder Holdings Limited became a wholly owned subsidiary of COMPASS Rx Limited. This share exchange had the effect of a 1:1,161 share split. No shareholder rights or preferences changed as a result of the share for share exchange. COMPASS Pathfinder Holdings Limited is a private limited liability company incorporated under the laws of England and Wales and its primary offices are in London, United Kingdom. COMPASS Pathfinder Holdings Limited has one wholly-owned subsidiary, COMPASS Pathfinder Limited, whose primary office is in London, United Kingdom. COMPASS Pathfinder Limited has one wholly-owned subsidiary, COMPASS Pathways Inc. whose primary office is located in New York, United States of America. • Pursuant to Part 17 of the Companies Act 2006, on August 19, 2020, COMPASS Rx Limited reduced its share capital by way of a reduction of the nominal value of each share in the capital of COMPASS Rx Limited from £1.00 to £0.001 in order to satisfy the net asset test requirement in section 92 of the Companies Act 2006 for the re-registration of COMPASS Rx Limited as a public limited company and to create distributable reserves in order to support future distributions activity by the Company (although we note that none are currently planned). • COMPASS Rx Limited was re-registered as a public limited company and renamed COMPASS Pathways plc, effective on August 21, 2020. COMPASS Pathways plc is a holding company with nominal activity. • On September 22, 2020, immediately prior to the completion of the Company’s IPO, the different classes of issued share capital of COMPASS Pathways plc were reorganized on a one-for-0.1136 basis into a single class of 27,305,331 ordinary shares by way of a reverse share split, which has been retroactively restated in our consolidated financial statements. As part of this reverse share split, the nominal value of COMPASS Pathways plc’s ordinary shares changed from £0.001 per share to £0.008 per share and a single, non-voting deferred share with a nominal value of £21,921.504 in the capital of the Company was created and transferred to the Company. • On September 22, 2020, the Company completed the IPO. In the IPO, the Company sold an aggregate of 8,625,000 ADSs representing the same number of ordinary shares, including 1,125,000 ADSs pursuant to the underwriters’ over-allotment right option to purchase additional ADSs, at a public offering price of $17.00 per ADS. Net proceeds were approximately $132.8 million, after deducting underwriting discounts and commissions and other offering expenses. COMPASS Pathways plc is a continuation of COMPASS Pathfinder Holdings Limited and its subsidiaries, and the corporate reorganization has been accounted for as a combination of entities under common control. The corporate reorganization associated with the IPO has been given retrospective effect in these financial statements and such financial statements represent the financial statements of COMPASS Pathways plc. In connection with the corporate reorganization, outstanding restricted share awards and option grants of COMPASS Pathfinder Holdings Limited were exchanged for share awards and option grants of COMPASS Pathways plc with identical restrictions. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s therapeutic development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from sales. The Company has funded its operations primarily with proceeds from the sale of its convertible preferred shares, the issuance of convertible notes, and more recently through the sale of ordinary shares in connection with the IPO. The Company has incurred recurring losses since its inception, including net losses of $60.3 million and $19.6 million for the years ended December 31, 2020 and 2019, respectively. In addition, as of December 31, 2020, the Company had an accumulated deficit of $97.9 million. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company believes the cash and cash equivalents on hand as of December 31, 2020 of $190.3 million will be sufficient to fund its operating expenses and capital expenditure requirements through to 2023. The Company continues to assess its business plans and the impact which the COVID-19 pandemic may have on its ability to advance the development and manufacturing of COMP360 as a result of adverse impacts on the research sites, service providers, vendors, or suppliers on whom it relies, or to raise further financing to support the development of its investigational COMP360 psilocybin therapy. No assurances can be given that this analysis will enable the Company to avoid part or all of any future impact from the COVID-19 pandemic, including downturns in business sentiment generally or in its sector in particular. The Company cannot currently predict the scope and severity of any future potential business shutdowns or disruptions, but if the Company or any of the third parties on whom it relies or with whom the Company conducts business were to experience shutdowns or other business disruptions, its ability to conduct our business in the manner and on the timelines presently planned could be materially and adversely impacted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of ordinary shares, share-based compensation, measurement of the fair value of the Company’s convertible notes and the research and development tax credit. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. The Company does not currently have any cash equivalents. Restricted Cash Restricted cash as of December 31, 2020 and 2019 represents a collateral deposit for employee credit cards. Investment The investment does not have readily determinable fair value and it is carried at cost, less impairment, adjusted for subsequent changes to estimated fair value up to the original cost, in circumstances where the Company does not have the ability to exercise significant influence or control over the operating and financial policies of the investee. Fair Value of Financial Instruments Certain 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 The Company's convertible notes issued prior to IPO were classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The convertible notes were valued using a scenario-based discounted cash flow analysis. Two primary scenarios were considered and probability weighted to arrive at the valuation conclusion for each convertible note. The first scenario considers the value impact of conversion at the stated discount to the issue price if the Company raises over £25.0 million in an equity financing before the first anniversary of the issuance date, the Qualified Financing, otherwise Non-Qualified Financing, while the second scenario assumes the convertible notes are held to maturity. As of the issuance date of the convertible notes, an implied yield was calculated such that the probability weighted value of the convertible note was equal to the principal investment amount. The implied yield of previously issued convertible notes is carried forward and used as the primary discount rate for subsequent valuation dates. The Company estimates the fair value of the convertible notes based on a future value on projected conversion dates which have been i) discounted back to the valuation date at an appropriate discount rate and ii) probability weighted to arrive at an indication of value for the convertible notes. Fair Value Option As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company has elected the fair value option to account for its convertible notes. In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. The Company concluded that it was appropriate to apply the fair value option to the convertible notes because there are no non-contingent beneficial conversion options related to the convertible notes. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places cash and cash equivalents in established financial institutions. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Lab equipment 5 years Office equipment 3-5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or remaining lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statement of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-Lived Assets The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses or had triggering events related to its underlying assets for the years ended December 31, 2020 and 2019. Segment Information 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; however, the Company operates in two geographic regions: the UK and the United States. The Company’s fixed assets are primarily located in the UK. The Company’s singular concentration is focused on accelerating patient access to evidence-based innovation in mental health. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, travel, and external costs of outside vendors engaged to conduct clinical development activities, clinical trials and the cost to manufacture clinical trial materials. Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs and receives updated estimates of costs and amounts owed on a monthly basis from its third-party service providers. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted cost estimates from third-party service providers. Estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Share-Based Compensation The Company accounts for all share-based payment awards granted to employees and non-employees as share-based compensation expense at fair value. The Company grants equity awards under its share-based compensation programs, which may include share options and restricted ordinary shares. The measurement date for employee and non-employee awards is the date of grant, and share-based compensation costs are recognized as expense over the requisite service period, which is the vesting period, on a straight-line basis. Share-based compensation expense is classified in the accompanying consolidated statement of operations and comprehensive loss based on the function to which the related services are provided. The Company recognizes share-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. There have been no performance conditions attached to the share options granted by the Company to date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 11 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for its ordinary shares. Therefore, it estimates its expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares. Given the absence of an active market for the Company’s ordinary shares prior to the IPO, the Company and the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s ordinary shares at the time of each grant of a stock-based award. The grant date fair value of restricted ordinary shares and share options were calculated based on the grant date fair value of the underlying ordinary shares. The Company calculated the fair value of the ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the “Practice Aid”. The Company’s valuations of ordinary shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using an option-pricing method, or OPM. After IPO, the fair value of ordinary shares is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the date of grant. The OPM method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the ordinary shares have value only if the funds available for distribution to shareholders exceeded the value of the share liquidation preferences of ordinary shares with senior preferences at the time of the liquidity event. Key inputs into the OPM calculation included the risk-free rate, expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total equity value to arrive at an estimate of the total fair value of equity on a non-marketable basis. Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange losses of approximately $11.7 million and $0.1million for the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, expenses and other income (expense), net are translated at the average exchange rates and shareholders’ deficit is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to other comprehensive (loss) income, a component of shareholders’ equity (deficit). Income Taxes The Company accounts for income taxes using 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 recognized in the consolidated financial statements or in its tax returns. 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 substantively enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company has not identified any uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2020 and 2019 no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. Benefit from Research and Development Tax Credit As a company that carries out extensive research and development activities, the Company benefits from the UK research and development tax credit regime under the scheme for small or medium-sized enterprises, or SME. Under the SME regime, the Company is able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 33.35% of such qualifying research and development expenditure. The Company meets the conditions of the SME regime. Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects. Certain subcontracted qualifying research and development expenditures are eligible for a cash rebate of up to 21.67%. A large portion of costs relating to research and development, clinical trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims. The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development, or R&D, tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income, net, and represents the sum of the research and development tax credits recoverable in the UK. The UK research and development tax credit is fully refundable to the Company and is not dependent on current or future taxable income. As a result, the Company has recorded the entire benefit from the UK research and development tax credit as a benefit which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK research and development tax credits generated are needed to offset a corporate income tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded within other income (expense), net. The Company may not be able to continue to claim research and development tax credits under the SME regime in the future because it may no longer qualify as a small or medium-sized company. Further, changes to the EU State Aid cap to limit the total aid claimable in respect of a given project to €7.5 million may impact the Company's ability to claim R&D tax credits in future. Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ deficit that result from transactions and economic events other than those with shareholders. For the years ended December 31, 2020 and 2019, the component of accumulated other comprehensive loss is foreign currency translation adjustment. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including unvested ordinary shares, share options, convertible preferred and Series A convertible preferred shares, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which amends changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty which should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those periods. Early application is permitted. The Company adopted this ASU as of January 1, 2020 and it has no material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new standard will align the requirements for capitalizing implementation costs for hosting arrangements (services) with costs for internal-use software (assets). As a result, certain implementation costs incurred in hosting arrangements will be deferred and amortized. The new standard will be effective for the Company on January 1, 2020. The Company adopted this ASU as of January 1, 2020 and an immaterial amount of implementation costs were capitalized within other assets as of December 31, 2020. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board, or the FASB, issued Accounting Standard Update, or ASU, No. 2016-02, (Topic 842) Leases, or ASU 2016-02. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-02 is effective for the Company for the year ended December 31, 2021, and all interim periods thereafter. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-11 Leases – Targeted Improvements, or ASU 2018-11, intended to ease the implementation of the new lease standard for financial statement preparers by, among other things, allowing for an additional transition method. In lieu of presenting transition requirements to comparative periods, as previously required, an entity may now elect to show a cumulative effect adjustment on the date of adoption without the requirement to recast prior period financial statements or disclosures presented in accordance with ASU 2016-02. The Company is continuing to evaluate developments within the new lease guidance and is finalizing its evaluation of its existing population of contracts to ensure all contracts that meet the definition of a lease contract under the new standard are identified. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and footnote disclosures. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements and expects that its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon adoption of this standard, which will increase the total assets and total liabilities that it reports relative to such amounts presented prior to adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThere are no financial instruments measured at fair value on a recurring basis as of December 31, 2020.The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2019: Fair Value Measurement as of December 31, 2019 Using: Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Liabilities $ — $ — $ 21,089 Convertible Notes $ — $ — $ 21,089 Management believes that the carrying amounts of the Company’s consolidated financial instruments, including accounts payable and accrued expenses approximate fair value due to the short-term nature of those instruments. The Company elected the fair value option to account for its convertible notes issued during 2019 (See Note 8). The fair value of the convertible notes was determined based on significant inputs not observable in the market, which represents a level 3 measurement within the fair value hierarchy. The Company recorded a loss of $1.8 million and $1.1 million for changes in the fair value of the convertible notes in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020 and 2019, respectively. The following table provides a roll forward of the aggregate fair value of the Company’s convertible notes, for which fair value was determined using level 3 inputs (in thousands): Convertible notes Balance as of December 31, 2018 $ — Issuance of convertible notes $ 18,434 Change in fair value $ 1,139 Exchange difference $ 1,516 Balance as of December 31, 2019 $ 21,089 Change in fair value $ 1,771 Settlement of convertible notes $ (21,614) Exchange difference $ (1,246) Balance as of December 31, 2020 $ — |
Investment
Investment | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment | InvestmentOn March 6, 2020, the Company made a strategic investment of $0.5 million to acquire an 8% (on a fully diluted basis) shareholding in Delix Therapeutics, Inc., a drug discovery and development company researching novel small molecules for use in CNS indications. The Company’s investment in Delix Therapeutics, Inc. does not provide it with significant influence over the investee. The investment does not have a readily determinable fair value and therefore will be measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This investment will be measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss is recognized in the consolidated statements of operations and comprehensive loss equal to the amount by which the carrying value exceeds the fair value of the investment. As of December 31, 2020, no impairment loss was recognized. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 UK R&D tax credit $ 4,610 $ 4,791 Prepaid insurance premium 3,154 212 Prepaid research and development 2,317 903 VAT recoverable 1,171 426 Deferred IPO costs — 115 Other current assets 796 740 $ 12,048 $ 7,187 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Lab equipment $ 130 $ 114 Office equipment 260 133 Furniture and fixtures 37 38 Leasehold improvements 6 — 433 285 Less: accumulated depreciation (188) (67) $ 245 $ 218 Depreciation and amortization expense were $0.1 million for the years ended December 31, 2020 and 2019. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued research and development expense $ 720 $ 491 Accrued professional expenses 701 232 Accrued compensation and benefit costs 1,687 682 Payroll tax payable 384 — Income taxes payable 243 15 Other liabilities 413 37 $ 4,148 $ 1,457 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes On August 28, 2019, the Company entered into convertible note agreements for a total additional principal amount of $18.4 million (£15.0 million). The convertible notes issued in 2019 are collectively referred to as the “2019 Convertible Notes”. The 2019 Convertible Notes bore interest at 3% per annum and were payable concurrently with repayment of the principal amount. No repayment of principal or interest was due until maturity, which occurred 12 months after issuance of the 2019 Convertible Notes. Under the agreement, the 2019 Convertible Notes automatically converted upon a Qualified Financing and Non-Qualified Financing securities upon (i) the completion of a Qualified Financing; or (ii) noteholder majority had approved a Non-Qualified Financing constituting a conversion event, at 15% discount of the per share price of the securities sold in either a Qualified Financing or Non-Qualified Financing. On April 17, 2020, upon the Series B convertible preferred share financing, which constituted a Qualified Financing, the outstanding principal of the convertible notes of $18.4 million (£15.0 million) automatically converted into 1,723,263 Series B convertible preferred shares, and there was no outstanding balance as of December 31, 2020. The Company elected the fair value option to account for the 2019 Convertible Notes. The Company recorded the 2019 Convertible Notes at fair value and subsequently remeasured them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recognized losses in the consolidated statements of operations and comprehensive loss of $1.8 million and $1.1 million as change in fair value of the convertible notes during the years ended December 31, 2020 and 2019. As of December 31, 2019, the outstanding 2019 Convertible Notes are shown on the accompanying consolidated balance sheets at the fair value of $21.1 million. |
Convertible Preferred Shares
Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Preferred Shares | Convertible Preferred Shares Prior to the IPO, the Company had issued convertible preferred shares, Series A convertible preferred shares and Series B convertible preferred shares. In August 2017, the Company entered into a subscription and shareholders agreement, or the 2017 Agreements, pursuant to which the Company issued an aggregate of 2,650,980 convertible preferred shares for total proceeds of approximately $3.9 million and incurred issuance costs of $0.1 million, recorded as a reduction to convertible preferred shares. The 2017 Agreements were amended and restated in September 2018, as so amended, the Amended 2018 Agreements. Pursuant to the Amended 2018 Agreements, the Company issued 7,131,525 Series A convertible preferred shares for an aggregate purchase price of $35.4 million and incurred issuance costs of $0.3 million, recorded as a reduction to convertible preferred shares. On April 17, 2020, the Company closed a Series B funding round to secure an additional $80.0 million of funding, including the conversion of the 2019 Convertible Notes (see Note 8), through the issuance of Series B convertible preferred shares. The Company received $61.6 million in cash proceeds upon the issuance of 4,913,404 Series B convertible preferred shares and incurred issuance costs of $0.3 million, recorded as a reduction to the convertible preferred shares. The 2019 Convertible Notes were converted into 1,723,263 Series B convertible preferred shares. The issuance price of the Series B convertible preferred shares was $1.42 per share. Convertible preferred shares and Series A convertible preferred shares consisted of the following as of December 31, 2019 (in thousands, except for share amounts): Shares Liquidation Preference Carrying Value Authorized Outstanding Convertible preferred shares 2,650,980 2,650,980 $ 3,865 $ 3,761 Series A convertible preferred shares 7,131,525 7,131,525 35,414 35,147 9,782,505 9,782,505 $ 39,279 $ 38,908 Upon closing of the IPO, the convertible preferred shares and Series A convertible preferred shares as of December 31, 2019, together with the Series B convertible preferred shares issued during the year ended December 31, 2020, were converted to 16,419,172 ordinary shares. The holders of the Company’s convertible preferred shares, Series A convertible preferred shares and Series B convertible preferred shares had certain voting, dividend, and redemption rights, as well as liquidation preferences and conversion privileges. All rights, preferences, and privileges associated with the convertible preferred shares, Series A convertible preferred shares and Series B convertible preferred shares were terminated at the time of the Company’s IPO in conjunction with the conversion of all outstanding shares of convertible preferred shares, Series A convertible preferred shares and Series B convertible preferred shares into ordinary shares. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Ordinary Shares | Ordinary Shares In August 2017, the Company issued 10,551,166 ordinary shares for services rendered to the Company at a nominal value of £0.008 per share. In connection with the issuance of convertible preferred shares in August 2017, vesting conditions were placed on the 10,551,166 shares. These shares vested as follows: 25% of the shares held by certain of the founders vested on August 17, 2017; 25% of the shares vested on August 17, 2018; and 50% of shares vested in twenty-four equal monthly installments from August 17, 2018 through August 17, 2020. The fair value of the ordinary shares issued to certain of the founders in excess of the consideration initially paid was recognized as share-based compensation over the vesting period. In October 2019, the Company issued 102,214 and 99,049 ordinary shares to a non-employee and an employee, with the vesting period of three On September 22, 2020, the Company closed its IPO of ADSs representing its ordinary shares and issued and sold 8,625,000 ADSs at a public offering price of $17.00 per ADS, resulting in net proceeds of approximately $132.8 million after deducting underwriting fees and offering costs. Upon the closing of the IPO, the convertible preferred shares and Series A convertible preferred shares and Series B convertible preferred shares were converted to 16,419,172 ordinary shares. Each ordinary share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Ordinary shareholders are entitled to receive dividends, if any, as may be declared by the board of directors. Through December 31, 2020, no cash dividends had been declared or paid by the Company. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2017 Equity Incentive Plan Under the Company’s shareholder and subscription agreements, the Company is authorized to issue restricted shares, restricted share units, as well as options, as incentives to its employees, non-employees and members of its board of directors. To the extent such incentives are in the form of share options, the options are granted pursuant to the terms of the 2017 Equity Incentive Plan, or the 2017 Plan. In July 2019, the Company’s board of directors adopted the 2017 Plan. The 2017 Plan provides for the grant of Enterprise Management Incentive, or EMI, options, to its UK employees, for the grant of options to its U.S. employees and non-employees of the Company. The 2017 Plan is administered by the board of directors. As of December 31, 2020, the Company was authorized under the shareholder agreements to issue a total of 13,601,246 ordinary shares, including shares underlying options granted pursuant to the 2017 Plan. Forfeitures are accounted for as they occur. As of December 31, 2020, there were 440,207 shares available for issuance as incentives to the Company’s employees and directors, which includes shares underlying options that may be granted from time to time subsequent to December 31, 2020 under the terms of the 2017 Plan. Options granted under the 2017 Plan, typically vest over a three The options granted before June 30, 2020 are subject to 100% vesting upon the date of the listing of the Company's ordinary shares on any stock exchange. The options granted on June 30, 2020 are subject to 25% vesting upon the earlier occurrence of (i) the one year anniversary of the date of grant, or (ii) the date of the listing of the Company's ordinary shares on any stock exchange. Upon completion of the IPO, 866,268 options vested due to the accelerated vesting and a total of $3.5 million was immediately recognized in share-based compensation expense, including $1.4 million in research and development expenses and $2.1 million in general and administrative expenses. The restricted share units granted on June 30, 2020 are subject to 25% vesting upon the earlier of (i) the one year anniversary of the date of grant, or (ii) the first day following the six-month anniversary of the listing of the Company's ordinary shares on any stock exchange on which the closing price of the shares is 20% higher than the listing price for at least five consecutive trading days. Options granted under the 2017 Plan generally expire 10 years from the date of grant. 2020 Share Option Plan In September 2020, the Company’s board of directors adopted, and the Company’s shareholders approved, The 2020 Share Option Plan, or (the “2020 Plan”), which became effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with the IPO. The 2020 Plan allows the compensation and leadership development committee to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 2,074,325 of its ordinary shares for the issuance of awards under the 2020 Plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by up to 4% of the outstanding number of ordinary shares on the immediately preceding December 31, or such lesser number of shares as determined by our compensation and leadership development committee. This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization. The total number of ordinary shares that may be issued under the 2020 Plan was 2,074,325 shares as of December 31, 2020, of which 1,178,547 shares remained available for future grant. During the years ended December 31, 2020 and 2019, the Company granted options to purchase 3,405,490 and 1,539,411 ordinary shares to employees and non-employees, respectively. Ordinary Shares A summary of the changes in the Company’s unvested ordinary shares during the year ended December 31, 2020 are as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2019 1,907,515 $ 0.74 Granted — — Vested (1,829,786) 0.69 Forfeited (63,972) 0.05 Unvested and Outstanding as of December 31, 2020 13,757 $ 2.36 As of December 31, 2020, there was less than $0.1 million of unrecognized compensation cost related to unvested restricted shares, which is expected to be recognized over a weighted-average period of 0.4 years. The total fair value of vested shares was $1.3 million and $1.7 million for the years ended December 31, 2020 and 2019, respectively. Restricted Share Units A summary of the changes in the Company’s unvested restricted share units during the year ended December 31, 2020 are as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2019 — $ — Granted 257,708 10.19 Vested — — Forfeited (40,226) 10.19 Unvested and Outstanding as of December 31, 2020 217,482 $ 10.19 As of December 31, 2020, there was $2.0 million of unrecognized compensation cost related to unvested restricted share units, which is expected to be recognized over a weighted-average period of 3.20 years. The exercise price of restricted share units is at a nominal value less than £0.01 per share. Share Options The following table summarizes the Company’s share options activity for the year ended December 31, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 1,539,411 $ 0.82 9.58 $ 2,284 Granted 3,405,490 $ 7.17 Exercised (429,929) $ 0.05 Forfeited (84,632) $ 9.87 Outstanding as of December 31, 2020 4,430,340 $ 5.61 9.22 $ 186,426 Exercisable as of December 31, 2020 3,020,137 $ 0.88 9.00 $ 141,213 Unvested as of December 31, 2020 1,410,203 $ 15.75 9.67 $ 45,215 During the year ended December 31, 2020, 429,929 share options were exercised. Of which 232,227 share options were exercised by certain optionees with a total exercise price of less than $0.1 million. These ordinary shares were not issued to those optionees by December 31, 2020 and the amount received by the Company was recorded in the additional paid-in capital as at that date. The weighted average exercise price of options granted to UK employees during the year ended December 31, 2020 was $4.04 per share. The weighted average exercise price of options granted to United States employees during the year ended December 31, 2020 was $4.77 per share. The weighted average exercise price of options granted to UK employees during the year ended December 31, 2019 was less than $0.01 per share. The weighted average exercise price of options granted to United States employees during the year ended December 31, 2019 was $1.39 per share. The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s ordinary shares. The weighted average grant-date fair value of share options granted was $9.83 and $1.88 per share during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there was $18.1 million of unrecognized compensation cost related to unvested share options, which is expected to be recognized over a weighted-average period of 3.5 years. Share Option Valuation The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Expected term (in years) 5.95 years 5.90 years Expected volatility 66.10 % 63.40 % Risk-free interest rate 0.43 % 1.88 % Expected dividend yield — % — % Fair value of underlying ordinary shares $ 12.58 $ 2.16 Share-based Compensation Expense Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 6,336 $ 1,817 General and administrative $ 11,647 $ 1,436 $ 17,983 $ 3,253 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the years ended December 31, 2020 and 2019 was computed at the UK statutory income tax rate. The income tax provision for the years then ended comprised (in thousands): Year Ended December 31, 2020 2019 Current income tax provision United Kingdom $ — $ — Foreign 253 15 Total current expense: $ 253 $ 15 Deferred income tax benefit: United Kingdom — — Foreign (221) — Total deferred income tax benefit: (221) — Total provision for income taxes $ 32 $ 15 A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows (in thousands): Year Ended December 31, 2020 2019 Income taxes at UK statutory rate $ (11,458) $ (3,724) Permanent differences 340 238 UK R&D tax credit 1,664 1,036 Change in valuation allowance 8,683 2,205 State income taxes (5) 5 Deferred tax asset true-up 919 — Other (111) 255 $ 32 $ 15 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 consist of the following (in thousands): Year Ended December 31,, 2020 2019 Net operating loss carryforward $ 10,075 $ 2,936 Charitable contributions — 2 Share-based compensation 3,128 757 Reserves and accruals 62 — Total deferred tax assets 13,265 3,695 Valuation allowance $ (13,000) $ (3,665) Depreciation (44) (30) Total deferred tax liabilities (44) (30) Net deferred tax assets $ 221 $ — As of December 31, 2020 and 2019, the Company had UK net operating loss carryforwards of approximately $53.0 million and $17.7 million, respectively, that can be carried forward indefinitely. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020 and 2019 related primarily to the increases in net operating loss and were as follows (in thousands): Year Ended December 31, 2020 2019 Valuation allowance at beginning of year $ 3,665 $ 1,321 Increases recorded to income tax provision 8,683 2,344 Increases recorded to CTA 652 Decreases recorded to income tax provision — — Valuation allowance at end of year $ 13,000 $ 3,665 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2020 and 2019, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net UK deferred tax assets as of December 31, 2020 and 2019. The deferred tax asset recognized relates entirely to the US entity. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2020 and 2019. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2020 and 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations and comprehensive loss. The Company and its subsidiaries file income tax returns in the UK and U.S. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities, if such tax attributes are utilized in a future period. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator Net loss $ (60,334) $ (19,612) Net loss attributable to ordinary shareholders - basic and diluted $ (60,334) $ (19,612) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 16,991,664 7,476,422 Net loss per share - basic and diluted $ (3.55) $ (2.62) The Company’s potentially dilutive securities, which include unvested ordinary shares, unvested restricted share units, convertible preferred shares, Series A convertible preferred shares and options granted, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary shareholders is the same. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2019 and 2020 because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Unvested ordinary shares 13,757 — Unvested restricted share units 217,482 — Convertible preferred shares — 2,650,980 Series A convertible preferred shares — 7,131,525 Share options 4,430,340 1,539,411 4,661,579 11,321,916 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. The Company was not a party to any material litigation and did not have material contingency reserves established for any liabilities as of December 31, 2020 and 2019. Leases The Company’s corporate headquarters is located in London, United Kingdom, for which, as of December 31, 2020 and 2019, the Company leases a series of office space at 19 Eastbourne Terrace, London, United Kingdom from The Office Group under a non-cancelable lease. The lease related to this facility is classified as an operating lease over a two The Company leased office space at 180 Varick Street NY, NY from BioInnovations Labs, LLC under a cancelable lease that can be terminated by either party with one-month advanced notice. The lease related to this facility is classified as an operating lease. The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2020 (in thousands): Year Ended December 31, Amount 2021 $ 1,020 $ 1,020 The Company recorded rent expense totaling $1.0 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its Articles of Association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On August 28, 2019, as part of the Company’s 2019 Convertible Notes issuance an amount of $7.6 million (£6.2 million) was issued to a shareholder and it was converted to 710,621 shares of Series B convertible preferred shares on April 17, 2020. As of December 31, 2019, the shareholder’s convertible loan note remained outstanding. Refer to Note 8 for additional information on the 2019 Convertible Notes. The Company receives accounting and professional services from Tapestry Networks, Inc., or Tapestry, a company affiliated with a director of the Company and the Company’s Chief Executive Officer, from time to time as needed. The Company recorded accounting and professional fees totaling $0.1 million and $0.2 million for the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Company had less than $0.1 million and $0.1 million outstanding to Tapestry, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansIn the UK, the Company makes contributions to private defined benefit pension schemes on behalf of its employees. The Company paid less than $0.1 million and $0.1 million in contributions for the years ended December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 04, 2021, the Company entered into a clinical research agreement with Sheppard Pratt Health System, Inc. in Baltimore, Maryland, or Sheppard Pratt, pursuant to which the Company will, upon receipt of a mutually agreed budget, fund Sheppard Pratt to construct a Center of Excellence, through which certain investigator-initiated studies may be conducted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. |
Principles of Consolidation | Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of ordinary shares, share-based compensation, measurement of the fair value of the Company’s convertible notes and the research and development tax credit. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. The Company does not currently have any cash equivalents. |
Restricted Cash | Restricted CashRestricted cash as of December 31, 2020 and 2019 represents a collateral deposit for employee credit cards. |
Investment | InvestmentThe investment does not have readily determinable fair value and it is carried at cost, less impairment, adjusted for subsequent changes to estimated fair value up to the original cost, in circumstances where the Company does not have the ability to exercise significant influence or control over the operating and financial policies of the investee. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain 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 The Company's convertible notes issued prior to IPO were classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The convertible notes were valued using a scenario-based discounted cash flow analysis. Two primary scenarios were considered and probability weighted to arrive at the valuation conclusion for each convertible note. The first scenario considers the value impact of conversion at the stated discount to the issue price if the Company raises over £25.0 million in an equity financing before the first anniversary of the issuance date, the Qualified Financing, otherwise Non-Qualified Financing, while the second scenario assumes the convertible notes are held to maturity. As of the issuance date of the convertible notes, an implied yield was calculated such that the probability weighted value of the convertible note was equal to the principal investment amount. The implied yield of previously issued convertible notes is carried forward and used as the primary discount rate for subsequent valuation dates. The Company estimates the fair value of the convertible notes based on a future value on projected conversion dates which have been i) discounted back to the valuation date at an appropriate discount rate and ii) probability weighted to arrive at an indication of value for the convertible notes. |
Fair Value Option | Fair Value Option As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company has elected the fair value option to account for its convertible notes. In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. The Company concluded that it was appropriate to apply the fair value option to the convertible notes because there are no non-contingent beneficial conversion options related to the convertible notes. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places cash and cash equivalents in established financial institutions. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Lab equipment 5 years Office equipment 3-5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or remaining lease term |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses or had triggering events related to its underlying assets for the years ended December 31, 2020 and 2019. |
Segment Information | Segment Information 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; however, the Company operates in two geographic regions: the UK and the United States. The Company’s fixed assets are primarily located in the UK. The Company’s singular concentration is focused on accelerating patient access to evidence-based innovation in mental health. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, travel, and external costs of outside vendors engaged to conduct clinical development activities, clinical trials and the cost to manufacture clinical trial materials. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs and receives updated estimates of costs and amounts owed on a monthly basis from its third-party service providers. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted cost estimates from third-party service providers. Estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Share-Based Compensation | Share-Based Compensation The Company accounts for all share-based payment awards granted to employees and non-employees as share-based compensation expense at fair value. The Company grants equity awards under its share-based compensation programs, which may include share options and restricted ordinary shares. The measurement date for employee and non-employee awards is the date of grant, and share-based compensation costs are recognized as expense over the requisite service period, which is the vesting period, on a straight-line basis. Share-based compensation expense is classified in the accompanying consolidated statement of operations and comprehensive loss based on the function to which the related services are provided. The Company recognizes share-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. There have been no performance conditions attached to the share options granted by the Company to date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 11 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for its ordinary shares. Therefore, it estimates its expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares. Given the absence of an active market for the Company’s ordinary shares prior to the IPO, the Company and the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s ordinary shares at the time of each grant of a stock-based award. The grant date fair value of restricted ordinary shares and share options were calculated based on the grant date fair value of the underlying ordinary shares. The Company calculated the fair value of the ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the “Practice Aid”. The Company’s valuations of ordinary shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using an option-pricing method, or OPM. After IPO, the fair value of ordinary shares is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the date of grant. The OPM method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the ordinary shares have value only if the funds available for distribution to shareholders exceeded the value of the share liquidation preferences of ordinary shares with senior preferences at the time of the liquidity event. Key inputs into the OPM calculation included the risk-free rate, expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total equity value to arrive at an estimate of the total fair value of equity on a non-marketable basis. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange losses of approximately $11.7 million and $0.1million for the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at |
Income Taxes | Income Taxes The Company accounts for income taxes using 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 recognized in the consolidated financial statements or in its tax returns. 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 substantively enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company has not identified any uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2020 and 2019 no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. |
Benefit from Research and Development Tax Credit | Benefit from Research and Development Tax Credit As a company that carries out extensive research and development activities, the Company benefits from the UK research and development tax credit regime under the scheme for small or medium-sized enterprises, or SME. Under the SME regime, the Company is able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 33.35% of such qualifying research and development expenditure. The Company meets the conditions of the SME regime. Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects. Certain subcontracted qualifying research and development expenditures are eligible for a cash rebate of up to 21.67%. A large portion of costs relating to research and development, clinical trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims. The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development, or R&D, tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income, net, and represents the sum of the research and development tax credits recoverable in the UK. The UK research and development tax credit is fully refundable to the Company and is not dependent on current or future taxable income. As a result, the Company has recorded the entire benefit from the UK research and development tax credit as a benefit which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK research and development tax credits generated are needed to offset a corporate income tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded within other income (expense), net. The Company may not be able to continue to claim research and development tax credits under the SME regime in the future because it may no longer qualify as a small or medium-sized company. Further, changes to the EU State Aid cap to limit the total aid claimable in respect of a given project to €7.5 million may impact the Company's ability to claim R&D tax credits in future. Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ deficit that result from transactions and economic events other than those with shareholders. For the years ended December 31, 2020 and 2019, the component of accumulated other comprehensive loss is foreign currency translation adjustment. |
Net Loss per Share | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including unvested ordinary shares, share options, convertible preferred and Series A convertible preferred shares, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which amends changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty which should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those periods. Early application is permitted. The Company adopted this ASU as of January 1, 2020 and it has no material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new standard will align the requirements for capitalizing implementation costs for hosting arrangements (services) with costs for internal-use software (assets). As a result, certain implementation costs incurred in hosting arrangements will be deferred and amortized. The new standard will be effective for the Company on January 1, 2020. The Company adopted this ASU as of January 1, 2020 and an immaterial amount of implementation costs were capitalized within other assets as of December 31, 2020. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board, or the FASB, issued Accounting Standard Update, or ASU, No. 2016-02, (Topic 842) Leases, or ASU 2016-02. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-02 is effective for the Company for the year ended December 31, 2021, and all interim periods thereafter. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-11 Leases – Targeted Improvements, or ASU 2018-11, intended to ease the implementation of the new lease standard for financial statement preparers by, among other things, allowing for an additional transition method. In lieu of presenting transition requirements to comparative periods, as previously required, an entity may now elect to show a cumulative effect adjustment on the date of adoption without the requirement to recast prior period financial statements or disclosures presented in accordance with ASU 2016-02. The Company is continuing to evaluate developments within the new lease guidance and is finalizing its evaluation of its existing population of contracts to ensure all contracts that meet the definition of a lease contract under the new standard are identified. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and footnote disclosures. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements and expects that its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon adoption of this standard, which will increase the total assets and total liabilities that it reports relative to such amounts presented prior to adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Lab equipment 5 years Office equipment 3-5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or remaining lease term Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Lab equipment $ 130 $ 114 Office equipment 260 133 Furniture and fixtures 37 38 Leasehold improvements 6 — 433 285 Less: accumulated depreciation (188) (67) $ 245 $ 218 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2019: Fair Value Measurement as of December 31, 2019 Using: Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Liabilities $ — $ — $ 21,089 Convertible Notes $ — $ — $ 21,089 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll forward of the aggregate fair value of the Company’s convertible notes, for which fair value was determined using level 3 inputs (in thousands): Convertible notes Balance as of December 31, 2018 $ — Issuance of convertible notes $ 18,434 Change in fair value $ 1,139 Exchange difference $ 1,516 Balance as of December 31, 2019 $ 21,089 Change in fair value $ 1,771 Settlement of convertible notes $ (21,614) Exchange difference $ (1,246) Balance as of December 31, 2020 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 UK R&D tax credit $ 4,610 $ 4,791 Prepaid insurance premium 3,154 212 Prepaid research and development 2,317 903 VAT recoverable 1,171 426 Deferred IPO costs — 115 Other current assets 796 740 $ 12,048 $ 7,187 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Lab equipment 5 years Office equipment 3-5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or remaining lease term Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Lab equipment $ 130 $ 114 Office equipment 260 133 Furniture and fixtures 37 38 Leasehold improvements 6 — 433 285 Less: accumulated depreciation (188) (67) $ 245 $ 218 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued research and development expense $ 720 $ 491 Accrued professional expenses 701 232 Accrued compensation and benefit costs 1,687 682 Payroll tax payable 384 — Income taxes payable 243 15 Other liabilities 413 37 $ 4,148 $ 1,457 |
Convertible Preferred Shares (T
Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Preferred Shares and Series A Convertible Preferred Shares | Convertible preferred shares and Series A convertible preferred shares consisted of the following as of December 31, 2019 (in thousands, except for share amounts): Shares Liquidation Preference Carrying Value Authorized Outstanding Convertible preferred shares 2,650,980 2,650,980 $ 3,865 $ 3,761 Series A convertible preferred shares 7,131,525 7,131,525 35,414 35,147 9,782,505 9,782,505 $ 39,279 $ 38,908 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Unvested Share Activity | A summary of the changes in the Company’s unvested ordinary shares during the year ended December 31, 2020 are as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2019 1,907,515 $ 0.74 Granted — — Vested (1,829,786) 0.69 Forfeited (63,972) 0.05 Unvested and Outstanding as of December 31, 2020 13,757 $ 2.36 |
Schedule of Nonvested Restricted Share Units Activity | A summary of the changes in the Company’s unvested restricted share units during the year ended December 31, 2020 are as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2019 — $ — Granted 257,708 10.19 Vested — — Forfeited (40,226) 10.19 Unvested and Outstanding as of December 31, 2020 217,482 $ 10.19 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes the Company’s share options activity for the year ended December 31, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 1,539,411 $ 0.82 9.58 $ 2,284 Granted 3,405,490 $ 7.17 Exercised (429,929) $ 0.05 Forfeited (84,632) $ 9.87 Outstanding as of December 31, 2020 4,430,340 $ 5.61 9.22 $ 186,426 Exercisable as of December 31, 2020 3,020,137 $ 0.88 9.00 $ 141,213 Unvested as of December 31, 2020 1,410,203 $ 15.75 9.67 $ 45,215 |
Schedule of Valuation Assumptions | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Expected term (in years) 5.95 years 5.90 years Expected volatility 66.10 % 63.40 % Risk-free interest rate 0.43 % 1.88 % Expected dividend yield — % — % Fair value of underlying ordinary shares $ 12.58 $ 2.16 |
Summary of Share-based Compensation Expense | Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 6,336 $ 1,817 General and administrative $ 11,647 $ 1,436 $ 17,983 $ 3,253 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the years then ended comprised (in thousands): Year Ended December 31, 2020 2019 Current income tax provision United Kingdom $ — $ — Foreign 253 15 Total current expense: $ 253 $ 15 Deferred income tax benefit: United Kingdom — — Foreign (221) — Total deferred income tax benefit: (221) — Total provision for income taxes $ 32 $ 15 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows (in thousands): Year Ended December 31, 2020 2019 Income taxes at UK statutory rate $ (11,458) $ (3,724) Permanent differences 340 238 UK R&D tax credit 1,664 1,036 Change in valuation allowance 8,683 2,205 State income taxes (5) 5 Deferred tax asset true-up 919 — Other (111) 255 $ 32 $ 15 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 consist of the following (in thousands): Year Ended December 31,, 2020 2019 Net operating loss carryforward $ 10,075 $ 2,936 Charitable contributions — 2 Share-based compensation 3,128 757 Reserves and accruals 62 — Total deferred tax assets 13,265 3,695 Valuation allowance $ (13,000) $ (3,665) Depreciation (44) (30) Total deferred tax liabilities (44) (30) Net deferred tax assets $ 221 $ — |
Summary of Valuation Allowance | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020 and 2019 related primarily to the increases in net operating loss and were as follows (in thousands): Year Ended December 31, 2020 2019 Valuation allowance at beginning of year $ 3,665 $ 1,321 Increases recorded to income tax provision 8,683 2,344 Increases recorded to CTA 652 Decreases recorded to income tax provision — — Valuation allowance at end of year $ 13,000 $ 3,665 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator Net loss $ (60,334) $ (19,612) Net loss attributable to ordinary shareholders - basic and diluted $ (60,334) $ (19,612) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 16,991,664 7,476,422 Net loss per share - basic and diluted $ (3.55) $ (2.62) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2019 and 2020 because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Unvested ordinary shares 13,757 — Unvested restricted share units 217,482 — Convertible preferred shares — 2,650,980 Series A convertible preferred shares — 7,131,525 Share options 4,430,340 1,539,411 4,661,579 11,321,916 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments due under operating leases | The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2020 (in thousands): Year Ended December 31, Amount 2021 $ 1,020 $ 1,020 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | Sep. 22, 2020£ / sharesshares | Aug. 07, 2020shares | Aug. 28, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020£ / shares | Aug. 19, 2020£ / shares | Aug. 18, 2020£ / shares | Dec. 31, 2019£ / shares |
Conversion of Stock [Line Items] | |||||||||
Shares issued, stock splits (in shares) | shares | 1,161 | ||||||||
Stock split, conversion ratio | 8.8028 | 0.00086133 | |||||||
Consideration received on transaction | $ | $ 25,000 | ||||||||
Net loss | $ | $ (60,334) | $ (19,612) | |||||||
Accumulated deficit | $ | (97,899) | (37,565) | |||||||
Cash and cash equivalents | $ | 190,327 | $ 24,966 | |||||||
Initial Public Offering | |||||||||
Conversion of Stock [Line Items] | |||||||||
Consideration received on transaction | $ | $ 132,800 | ||||||||
Ordinary Shares | |||||||||
Conversion of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | £ / shares | £ 0.008 | £ 0.008 | £ 0.001 | £ 1 | £ 0.008 | ||||
Common stock, outstanding (in shares) | shares | 27,305,331 | 35,930,331 | 10,752,429 | ||||||
Deferred Shares | |||||||||
Conversion of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | £ / shares | £ 21,921.504 | £ 21,921.504 | £ 21,921.504 | ||||||
Common stock, outstanding (in shares) | shares | 1 | 0 | |||||||
American Depositary Shares | Initial Public Offering | |||||||||
Conversion of Stock [Line Items] | |||||||||
Sale of stock, shares issued in transaction (in shares) | shares | 8,625,000 | ||||||||
Sale of stock, price per share (in dollars per share) | £ / shares | £ 17 | ||||||||
American Depositary Shares | Over-Allotment Option | |||||||||
Conversion of Stock [Line Items] | |||||||||
Sale of stock, shares issued in transaction (in shares) | shares | 1,125,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | Aug. 28, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Consideration received on transaction | $ 25,000 | ||||
Foreign exchange losses | $ (11,702) | $ (81) | |||
United Kingdom Research and Development Tax Credit Regime, Small or Medium-Sized Enterprises (SME) | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash rebate percent | 33.35% | 33.35% | 33.35% | ||
Total aid claimable | € | € 7.5 | ||||
United Kingdom Research and Development Tax Credit Regime | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash rebate percent | 21.67% | 21.67% | 21.67% | ||
Annual offset amount | £ | £ 5 | ||||
Percentage of taxable profits | 50.00% | 50.00% | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Lab equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Convertible Notes | $ 21,100 |
Fair Value, Recurring | Level 1 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | 0 |
Convertible Notes | 0 |
Fair Value, Recurring | Level 2 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | 0 |
Convertible Notes | 0 |
Fair Value, Recurring | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | 21,089 |
Convertible Notes | $ 21,089 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair value change of convertible notes | $ (1,771) | $ (1,139) |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Convertible Debt - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Convertible notes, fair value, beginning balance | $ 21,089 | $ 0 |
Issuance of convertible notes | 18,434 | |
Change in fair value | 1,771 | 1,139 |
Exchange difference | (1,246) | 1,516 |
Settlement of convertible notes | (21,614) | |
Convertible notes, fair value, ending balance | $ 0 | $ 21,089 |
Investment - Narrative (Details
Investment - Narrative (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | |||
Purchase of investments | $ 497 | $ 0 | |
Delix Therapeutics, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage in Delix Therapeutics, Inc | 8.00% | ||
Delix Therapeutics, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of investments | $ 500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
UK R&D tax credit | $ 4,610 | $ 4,791 |
Prepaid insurance premium | 3,154 | 212 |
Prepaid research and development | 2,317 | 903 |
VAT recoverable | 1,171 | 426 |
Deferred IPO costs | 0 | 115 |
Other current assets | 796 | 740 |
Prepaid expenses and other current assets | $ 12,048 | $ 7,187 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 433 | $ 285 |
Less: accumulated depreciation | (188) | (67) |
Property and equipment, net | 245 | 218 |
Depreciation and amortization | 112 | 63 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 130 | 114 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 260 | 133 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37 | 38 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6 | $ 0 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development expense | $ 720 | $ 491 |
Accrued professional expenses | 701 | 232 |
Accrued compensation and benefit costs | 1,687 | 682 |
Payroll tax payable | 384 | 0 |
Income taxes payable | 243 | 15 |
Other liabilities | 413 | 37 |
Total accrued expenses and other liabilities | $ 4,148 | $ 1,457 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) $ in Thousands, € in Millions | Apr. 17, 2020USD ($)shares | Aug. 28, 2019USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 17, 2020EUR (€) | Aug. 28, 2019EUR (€) |
Debt Instrument, Redemption [Line Items] | ||||||
Fair value change of convertible notes | $ (1,771) | $ (1,139) | ||||
Fair value of convertible notes | $ 21,100 | |||||
Convertible B preferred stock | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Conversion of notes into B convertible preferred shares (in shares) | shares | 1,723,263 | 710,621 | ||||
Convertible Debt | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible notes, face amount | $ 18,400 | $ 18,400 | € 15 | € 15 | ||
Convertible notes payable | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible notes interest (in percentage) | 3.00% | 3.00% | ||||
Convertible notes, discount of per share price (in percentage) | 15.00% | 15.00% |
Convertible Preferred Shares -
Convertible Preferred Shares - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 17, 2020 | Aug. 28, 2019 | Sep. 30, 2018 | Aug. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument, Redemption [Line Items] | ||||||
Proceeds of issuance of convertible preferred shares, net of issuance costs | $ 61,316 | $ 0 | ||||
Convertible preferred shares | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible preferred shares issued (in shares) | 2,650,980 | 2,650,980 | ||||
Proceeds of issuance of convertible preferred shares, net of issuance costs | $ 3,900 | |||||
Preferred shares issuance costs | $ 100 | |||||
Convertible A preferred stock | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible preferred shares issued (in shares) | 7,131,525 | 7,131,525 | ||||
Proceeds of issuance of convertible preferred shares, net of issuance costs | $ 35,400 | |||||
Preferred shares issuance costs | $ 300 | |||||
Convertible B preferred stock | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible preferred shares issued (in shares) | 6,636,667 | |||||
Proceeds of issuance of convertible preferred shares, net of issuance costs | $ 61,600 | |||||
Preferred shares issuance costs | 300 | |||||
Proceeds from issuance of debt | $ 80,000 | |||||
Convertible preferred shares (in shares) | 4,913,404 | |||||
Conversion of notes into B convertible preferred shares (in shares) | 1,723,263 | 710,621 | ||||
Issuance price of Series B convertible preferred shares (in dollars per share) | $ 1.42 | |||||
Ordinary Shares | Common Stock | ||||||
Debt Instrument, Redemption [Line Items] | ||||||
Convertible preferred shares issued (in shares) | 16,419,172 |
Convertible Preferred Shares _2
Convertible Preferred Shares - Schedule of preferred shares and Series A convertible preferred shares (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument, Redemption [Line Items] | |||
Convertible preferred shares authorized (in shares) | 0 | 9,782,505 | |
Convertible preferred shares outstanding (in shares) | 0 | 9,782,505 | |
Liquidation Preference | $ 39,279,000 | ||
Carrying Value | $ 0 | $ 38,908,000 | |
Convertible preferred shares | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible preferred shares authorized (in shares) | 2,650,980 | ||
Convertible preferred shares outstanding (in shares) | 0 | 2,650,980 | 2,650,980 |
Liquidation Preference | $ 3,865,000 | ||
Carrying Value | $ 0 | $ 3,761,000 | $ 3,761,000 |
Convertible A preferred stock | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible preferred shares authorized (in shares) | 7,131,525 | ||
Convertible preferred shares outstanding (in shares) | 0 | 7,131,525 | 7,131,525 |
Liquidation Preference | $ 35,414,000 | ||
Carrying Value | $ 0 | $ 35,147,000 | $ 35,147,000 |
Ordinary Shares - Narrative (De
Ordinary Shares - Narrative (Details) $ in Millions | Sep. 22, 2020£ / sharesshares | Aug. 28, 2019USD ($) | Aug. 17, 2018 | Aug. 17, 2017 | Jul. 31, 2020shares | Oct. 31, 2019shares | Aug. 31, 2017shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019£ / sharesshares | Aug. 17, 2020installment | Dec. 31, 2020£ / shares | Aug. 19, 2020£ / shares | Aug. 18, 2020£ / shares |
Class of Stock [Line Items] | |||||||||||||
Consideration received on transaction | $ | $ 25 | ||||||||||||
Initial Public Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Consideration received on transaction | $ | $ 132.8 | ||||||||||||
Ordinary Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, issued for services (in shares) | 10,551,166 | ||||||||||||
Common stock, par value (in dollars per share) | £ / shares | £ 0.008 | £ 0.008 | £ 0.008 | £ 0.001 | £ 1 | ||||||||
Number of monthly installments | installment | 24 | ||||||||||||
Forfeiture of ordinary shares (in shares) | 63,972 | ||||||||||||
Ordinary Shares | Nonemployee | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (in shares) | 102,214 | ||||||||||||
Award vesting period | 3 years | ||||||||||||
Ordinary Shares | Employee | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (in shares) | 99,049 | ||||||||||||
Award vesting period | 4 years | ||||||||||||
Ordinary Shares | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (in shares) | 8,625,000 | 201,263 | |||||||||||
Forfeiture of ordinary shares (in shares) | 63,972 | ||||||||||||
Convertible preferred shares issued (in shares) | 16,419,172 | ||||||||||||
Ordinary Shares | Share-based Payment Arrangement, Tranche One | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting percentage | 25.00% | ||||||||||||
Ordinary Shares | Share-based Payment Arrangement, Tranche Two | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting percentage | 25.00% | ||||||||||||
Ordinary Shares | Share-based Payment Arrangement, Tranche Three | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting percentage | 50.00% | ||||||||||||
American Depositary Shares | Initial Public Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock, shares issued in transaction (in shares) | 8,625,000 | ||||||||||||
Sale of stock, price per share (in dollars per share) | £ / shares | £ 17 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 22, 2020USD ($)shares | May 19, 2020shares | Aug. 17, 2018 | Aug. 17, 2017 | Dec. 31, 2020USD ($)day$ / sharesshares | Dec. 31, 2020USD ($)£ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 17, 2020USD ($)shares | Sep. 30, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 17,983 | $ 3,253 | |||||||
Exercise of share options (in shares) | shares | 429,929 | ||||||||
Exercise of share options | $ 0 | ||||||||
Weighted average grant date fair value of shares granted (in dollars per share) | $ / shares | $ 9.83 | $ 1.88 | |||||||
Unrecognized compensation cost of options | $ 18,100 | $ 18,100 | |||||||
Research and Development Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 6,336 | $ 1,817 | |||||||
General and Administrative Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 11,647 | $ 1,436 | |||||||
United Kingdom Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 4.04 | $ 0.01 | |||||||
United States Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 4.77 | $ 1.39 | |||||||
Certain Optionees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise of share options (in shares) | shares | 232,227 | ||||||||
Exercise of share options | $ 100 | ||||||||
Share-based Payment Arrangement, Tranche One | Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 25.00% | ||||||||
Share-based Payment Arrangement, Tranche Two | Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 25.00% | ||||||||
Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 0 | ||||||||
Vested (in shares) | shares | 1,829,786 | ||||||||
Weighted average grant date fair value of shares granted (in dollars per share) | $ / shares | $ 0 | ||||||||
Share options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 3,500 | ||||||||
Options vested due to accelerated vesting (in shares) | shares | 866,268 | ||||||||
Period for recognition | 3 years 6 months | ||||||||
Share options | Research and Development Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 1,400 | ||||||||
Share options | General and Administrative Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 2,100 | ||||||||
Share options | Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 3,405,490 | 1,539,411 | |||||||
Restricted Share Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost | $ 2,000 | $ 2,000 | |||||||
Period for recognition | 3 years 2 months 12 days | ||||||||
Exercise price (in pound sterling per share) | £ / shares | $ 0.01 | ||||||||
Restricted Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost | $ 100 | $ 100 | |||||||
Period for recognition | 4 months 24 days | ||||||||
Vested in period, fair value | $ 1,300 | $ 1,700 | |||||||
2017 Equity Incentive Plan | President and Chief Business Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 1,015,813 | ||||||||
Vested (in shares) | shares | 1,015,813 | ||||||||
2017 Equity Incentive Plan | Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | shares | 13,601,246 | 13,601,246 | |||||||
Number of shares available for issuance | shares | 440,207 | 440,207 | |||||||
2017 Equity Incentive Plan | Share options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 9,500 | ||||||||
Expiration period | 10 years | ||||||||
2017 Equity Incentive Plan | Share options | Research and Development Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 2,400 | ||||||||
2017 Equity Incentive Plan | Share options | General and Administrative Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 7,100 | ||||||||
2017 Equity Incentive Plan | Share options | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 33.30% | ||||||||
2017 Equity Incentive Plan | Share options | Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 25.00% | ||||||||
2017 Equity Incentive Plan | Share options | Options Granted Before June 30, 2020 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 100.00% | ||||||||
2017 Equity Incentive Plan | Share options | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
2017 Equity Incentive Plan | Share options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
2017 Equity Incentive Plan | Restricted Share Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
Award vesting percentage | 25.00% | ||||||||
2017 Equity Incentive Plan | Restricted Share Units (RSUs) | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 25.00% | ||||||||
Percentage amount closing price is higher than listing price | 20.00% | ||||||||
Threshold consecutive trading days | day | 5 | ||||||||
2020 Share Option Plan | Ordinary Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | shares | 2,074,325 | 2,074,325 | 2,074,325 | ||||||
Maximum percentage of shares outstanding number of shares reserved for issuance may increase | 4.00% | ||||||||
Number of shares available for grant | shares | 1,178,547 | 1,178,547 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Unvested Share Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 9.83 | $ 1.88 |
Ordinary Shares | ||
Number of Shares | ||
Unvested and Outstanding, beginning balance (in shares) | 1,907,515 | |
Granted (in shares) | 0 | |
Vested (in shares) | (1,829,786) | |
Forfeited (in shares) | (63,972) | |
Unvested and Outstanding, ending balance (in shares) | 13,757 | 1,907,515 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) | $ 0.74 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 0.69 | |
Forfeited (in dollars per share) | 0.05 | |
Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $ 2.36 | $ 0.74 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Nonvested Restricted Share Units Activity (Details) - Restricted Share Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||
Unvested and Outstanding, beginning balance (in shares) | 217,482 | 0 |
Granted (in shares) | 257,708 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (40,226) | |
Unvested and Outstanding, ending balance (in shares) | 217,482 | |
Weighted Average Grant Date Fair Value | ||
Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) | $ 10.19 | $ 0 |
Granted (in dollars per share) | 10.19 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 10.19 | |
Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $ 10.19 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||||
Outstanding, beginning balance (in shares) | 4,430,340 | 1,539,411 | 4,430,340 | 1,539,411 |
Granted (in shares) | 3,405,490 | |||
Exercised (in shares) | (429,929) | |||
Forfeited (in shares) | (84,632) | |||
Outstanding, ending balance (in shares) | 4,430,340 | 1,539,411 | ||
Weighted Average Exercise Price | ||||
Outstanding, Weighted Average Exercise Price, beginning balance (in dollars per share) | $ 5.61 | $ 0.82 | $ 5.61 | $ 0.82 |
Granted (in dollars per share) | 7.17 | |||
Exercised (in dollars per share) | 0.05 | |||
Forfeited (in dollars per share) | 9.87 | |||
Outstanding, Weighted Average Exercise Price, ending balance (in dollars per share) | $ 5.61 | $ 0.82 | ||
Weighted Average Remaining Contractual Term (Years) | 9 years 2 months 19 days | 9 years 6 months 29 days | ||
Aggregate Intrinsic Value | $ 186,426 | $ 2,284 | ||
Exercisable as of December 31, 2020 (in shares) | 3,020,137 | |||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.88 | |||
Exercisable, Weighted Average Remaining Contractual Term | 9 years | |||
Exercisable, Aggregate Intrinsic Value | $ 141,213 | |||
Unvested as of December 31, 2020 (in shares) | 1,410,203 | |||
Unvested, Weighted Average Exercise Price (in dollars per share) | $ 15.75 | |||
Unvested, Weighted Average Remaining Contractual Term | 9 years 8 months 1 day | |||
Unvested, Aggregate Intrinsic Value | $ 45,215 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Expected term (in years) | 5 years 11 months 12 days | 5 years 10 months 24 days |
Expected volatility | 66.10% | 63.40% |
Risk-free interest rate | 0.43% | 1.88% |
Expected dividend yield | 0.00% | 0.00% |
Fair value of underlying ordinary shares (in dollars per share) | $ 12.58 | $ 2.16 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 17,983 | $ 3,253 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 6,336 | 1,817 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 11,647 | $ 1,436 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
United Kingdom | $ 0 | $ 0 |
Foreign | 253 | 15 |
Total current expense: | 253 | 15 |
United Kingdom | 0 | 0 |
Foreign | (221) | 0 |
Total deferred income tax benefit: | (221) | 0 |
Total provision for income taxes | $ 32 | $ 15 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at UK statutory rate | $ (11,458) | $ (3,724) |
Permanent differences | 340 | 238 |
UK R&D tax credit | 1,664 | 1,036 |
Change in valuation allowance | 8,683 | 2,205 |
State income taxes | (5) | 5 |
Deferred tax asset true-up | 919 | 0 |
Other | (111) | 255 |
Total provision for income taxes | $ 32 | $ 15 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 10,075 | $ 2,936 | |
Charitable contributions | 0 | 2 | |
Share-based compensation | 3,128 | 757 | |
Reserves and accruals | 62 | 0 | |
Total deferred tax assets | 13,265 | 3,695 | |
Valuation allowance | (13,000) | (3,665) | $ (1,321) |
Depreciation | (44) | (30) | |
Total deferred tax liabilities | (44) | (30) | |
Net deferred tax assets | $ 221 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 53 | $ 17.7 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Roll Forward] | ||
Valuation allowance at beginning of year | $ 3,665 | $ 1,321 |
Valuation allowance at end of year | 13,000 | 3,665 |
Increases recorded to income tax provision | ||
Valuation Allowance [Roll Forward] | ||
Valuation allowance, increase (decrease), amount | 8,683 | 2,344 |
Increases recorded to CTA | ||
Valuation Allowance [Roll Forward] | ||
Valuation allowance, increase (decrease), amount | 652 | |
Decreases recorded to income tax provision | ||
Valuation Allowance [Roll Forward] | ||
Valuation allowance, increase (decrease), amount | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (60,334) | $ (19,612) |
Net loss attributable to ordinary shareholders - basic and diluted | $ (60,334) | $ (19,612) |
Weighted average ordinary shares outstanding—basic and diluted (in shares) | 16,991,664 | 7,476,422 |
Net loss per share attributable to ordinary shareholders—basic and diluted (in dollars per share) | $ (3.55) | $ (2.62) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,661,579 | 11,321,916 |
Unvested ordinary shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 13,757 | |
Unvested restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 217,482 | |
Convertible preferred shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,650,980 | |
Series A convertible preferred shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,131,525 | |
Share options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,430,340 | 1,539,411 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term | 2 years | |
Operating leases, rent expense | $ 1 | $ 0.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of operating leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 1,020 |
Total of operating leases to be paid | $ 1,020 |
Related Party Transactions (Det
Related Party Transactions (Details) € in Millions, £ in Millions, $ in Millions | Apr. 17, 2020USD ($)shares | Aug. 28, 2019USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 17, 2020EUR (€) | Aug. 28, 2019EUR (€) | Aug. 28, 2019GBP (£) |
Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes, face amount | $ 18.4 | $ 18.4 | € 15 | € 15 | |||
Convertible B preferred stock | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of notes into B convertible preferred shares (in shares) | shares | 1,723,263 | 710,621 | |||||
Tapestry Networks, Inc. | Professional Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ | $ 0.1 | $ 0.2 | |||||
Tapestry Networks, Inc. | Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes, face amount | $ 7.6 | £ 6.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Company contributions on behalf of the employee | $ 0.1 | $ 0.1 |