Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document and Entity Information | |
Document Type | F-1 |
Entity Registrant Name | Evaxion Biotech A/S |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001828253 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||||||||
Research and development | $ 2,830 | $ 4,068 | $ 9,618 | $ 12,983 | $ 17,056 | $ 19,583 | $ 10,902 | ||
General and administrative | 2,932 | 2,015 | 8,215 | 5,756 | 8,208 | 6,251 | 5,666 | ||
Total operating expenses | 5,762 | 6,083 | 17,833 | 18,739 | 25,264 | 25,834 | 16,568 | ||
Operating loss | (5,762) | (6,083) | (17,833) | (18,739) | (25,264) | (25,834) | (16,568) | ||
Finance income | 72 | 703 | 404 | 2,761 | 2,831 | 2,039 | 216 | ||
Finance expenses | (182) | (535) | (786) | (918) | (1,508) | (915) | (223) | ||
Net loss before tax | (5,872) | (5,915) | (18,215) | (16,896) | (23,941) | (24,710) | (16,575) | ||
Income tax benefit | 194 | 175 | 613 | 599 | 772 | 178 | 1,557 | ||
Net loss for the year | (5,678) | (5,740) | $ (11,924) | $ (10,559) | (17,602) | (16,297) | (23,169) | (24,532) | (15,018) |
Net loss attributable to shareholders of Evaxion Biotech A/S | (5,678) | (5,740) | (17,602) | (16,297) | (23,169) | (24,532) | (15,018) | ||
Other comprehensive income that may be reclassified to profit or loss in subsequent periods (net of tax): | |||||||||
Exchange differences on translation of foreign operations | 7 | 12 | (46) | 19 | (25) | (83) | (18) | ||
Exchange rate adjustments of investments in subsidiaries | (3) | 93 | |||||||
Tax on other comprehensive income/(expense) | (5) | ||||||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (net of tax): | |||||||||
Exchange differences on currency translation to presentation currency | 84 | (1,063) | 171 | (3,278) | (2,324) | (1,547) | 412 | ||
Other comprehensive income/(loss) for the year, net of tax | 91 | (1,051) | 125 | (3,259) | (2,352) | (1,542) | 394 | ||
Total comprehensive loss | (5,587) | (6,791) | (17,477) | (19,556) | (25,521) | (26,074) | (14,624) | ||
Total comprehensive loss attributable to shareholders of Evaxion Biotech A/S | $ (5,587) | $ (6,791) | $ (17,477) | $ (19,556) | $ (25,521) | $ (26,074) | $ (14,624) | ||
Loss per share - basic (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) | ||
Loss per share - diluted (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION $ in Thousands | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Non-current assets | |||||||||||
Intangible assets | $ 93 | ||||||||||
Property and equipment, net | $ 4,312 | $ 4,675 | 5,174 | ||||||||
Government grants receivable | 22 | 209 | |||||||||
Tax receivables, non-current | 594 | ||||||||||
Leasehold deposits, non-current | 160 | 156 | 191 | ||||||||
Total non-current assets | 5,089 | 5,040 | 5,458 | ||||||||
Current assets | |||||||||||
Prepayments and other receivables | 3,350 | 2,791 | 1,138 | ||||||||
Unpaid capital contributions | 117 | ||||||||||
Government grants receivable, current | 221 | 563 | |||||||||
Tax receivables, current | 781 | 789 | 838 | ||||||||
Cash and cash equivalents | 2,605 | 13,184 | $ 17,853 | 32,166 | $ 5,834 | $ 9,559 | |||||
Total current assets | 6,853 | 16,985 | 34,705 | ||||||||
TOTAL ASSETS | 11,942 | 22,025 | 40,163 | ||||||||
EQUITY AND LIABILITIES | |||||||||||
Share capital | 4,415 | 3,886 | kr 24,139,413 | 3,755 | kr 23,141,524 | kr 19,198,668 | |||||
Other reserves | 82,614 | 77,076 | 79,114 | ||||||||
Accumulated deficit | (89,763) | (72,659) | (50,432) | ||||||||
Total equity | (2,734) | $ 2,535 | 8,303 | $ 13,548 | $ (20,150) | 32,437 | $ 7,038 | $ 9,362 | |||
Non-current liabilities | |||||||||||
Lease liabilities, non-current | 1,856 | 1,952 | 2,206 | ||||||||
Borrowings, non-current | 7,989 | 7,864 | 1,044 | ||||||||
Provisions | 143 | 144 | 153 | ||||||||
Total non-current liabilities | 9,988 | 9,960 | 3,403 | ||||||||
Current liabilities | |||||||||||
Lease liabilities, current | 311 | 303 | 314 | ||||||||
Warrant liability | 252 | 573 | |||||||||
Borrowings, current | 150 | 136 | 126 | ||||||||
Trade payables | 2,608 | 2,085 | 2,848 | ||||||||
Other payables | 1,367 | 665 | 1,035 | ||||||||
Total current liabilities | 4,688 | 3,762 | 4,323 | ||||||||
Total liabilities | 14,676 | 13,722 | 7,726 | ||||||||
TOTAL EQUITY AND LIABILITIES | $ 11,942 | $ 22,025 | $ 40,163 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY kr in Thousands, $ in Thousands | Share capital USD ($) | Share capital DKK (kr) | Share premium USD ($) | Foreign currency translation reserve USD ($) | Accumulated deficit USD ($) | USD ($) |
Balance at the beginning at Dec. 31, 2019 | $ 2,481 | kr 15,184 | $ 22,862 | $ (169) | $ (15,812) | $ 9,362 |
Net loss for the period | (15,018) | (15,018) | ||||
Other comprehensive income | 395 | 395 | ||||
Share-based compensation | 3,551 | 3,551 | ||||
Issuance of shares for cash | 167 | 8,853 | 9,020 | |||
Transaction costs | (272) | (272) | ||||
Balance at the end at Dec. 31, 2020 | 2,648 | 16,198 | 31,443 | 226 | (27,279) | 7,038 |
Net loss for the period | (24,532) | (24,532) | ||||
Other comprehensive income | (1,537) | (1,537) | ||||
Tax effects on OCI | (5) | (5) | ||||
Share-based compensation | 1,379 | 1,379 | ||||
Issuance of shares for cash | 1,107 | 56,502 | 57,609 | |||
Transaction costs | (7,515) | (7,515) | ||||
Balance at the end at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (10,559) | (10,559) | ||||
Other comprehensive income | (2,205) | (2,205) | ||||
Share-based compensation | 665 | 665 | ||||
Issuance of shares for cash | 28 | 28 | ||||
Transaction Costs Paid In Shares | (61) | 61 | 0 | |||
Transaction costs | (216) | (216) | ||||
Balance at the end at Jun. 30, 2022 | 3,844 | 80,153 | (3,521) | (60,326) | (20,150) | |
Balance at the beginning at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (16,297) | |||||
Balance at the end at Sep. 30, 2022 | 3,864 | 80,023 | (4,579) | (65,760) | 13,548 | |
Balance at the beginning at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (23,169) | (23,169) | ||||
Other comprehensive income | (2,335) | (2,335) | ||||
Share-based compensation | 942 | 942 | ||||
Issuance of shares for cash | 70 | 358 | 428 | |||
Transaction costs | 61 | (61) | ||||
Balance at the end at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Balance at the beginning at Jun. 30, 2022 | 3,844 | 80,153 | (3,521) | (60,326) | (20,150) | |
Net loss for the period | (5,740) | (5,740) | ||||
Other comprehensive income | (1,058) | (1,058) | ||||
Share-based compensation | 306 | 306 | ||||
Issuance of shares for cash | 20 | 20 | ||||
Transaction costs | (130) | (130) | ||||
Balance at the end at Sep. 30, 2022 | 3,864 | 80,023 | (4,579) | (65,760) | 13,548 | |
Balance at the beginning at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Net loss for the period | (11,924) | (11,924) | ||||
Other comprehensive income | 34 | 34 | ||||
Share-based compensation | 326 | 326 | ||||
Issuance of shares for cash | 504 | 5,469 | 5,973 | |||
Transaction costs | (176) | (176) | ||||
Balance at the end at Jun. 30, 2023 | 4,390 | 86,020 | (3,618) | (84,257) | 2,535 | |
Balance at the beginning at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Net loss for the period | (17,602) | |||||
Balance at the end at Sep. 30, 2023 | 4,415 | 27,814 | 86,145 | (3,531) | (89,763) | (2,734) |
Balance at the beginning at Jun. 30, 2023 | 4,390 | 86,020 | (3,618) | (84,257) | 2,535 | |
Net loss for the period | (5,678) | (5,678) | ||||
Other comprehensive income | 87 | 87 | ||||
Share-based compensation | 172 | 172 | ||||
Issuance of shares for cash | 25 | 129 | 154 | |||
Transaction costs | (4) | (4) | ||||
Balance at the end at Sep. 30, 2023 | $ 4,415 | kr 27,814 | $ 86,145 | $ (3,531) | $ (89,763) | $ (2,734) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||||
Net loss for the period | $ (17,602) | $ (16,297) | $ (23,169) | $ (24,532) | $ (15,018) |
Adjustments for non-cash items | 880 | (1,247) | (323) | 541 | 1,583 |
Interest received | 128 | 13 | |||
Interest paid | (50) | (156) | (172) | (25) | (30) |
Income taxes received | 804 | 754 | 846 | 812 | |
Cash flow from operating activities before changes in working capital | (15,840) | (17,700) | (22,897) | (23,170) | (12,653) |
Cash flow from changes in working capital: | |||||
Changes in net working capital | 156 | (2,243) | (2,877) | 1,237 | 215 |
Net cash used in operating activities | (15,684) | (19,943) | (25,774) | (21,933) | (12,438) |
Investing activities: | |||||
Investment in intangible assets | (60) | (35) | |||
Purchase of property and equipment | (88) | (353) | (292) | (1,300) | (149) |
Payment of non-current financial assets - leasehold deposits | (6) | 28 | 24 | 30 | (209) |
Net cash (used in)/provided by investing activities | (94) | (324) | (268) | (1,330) | (393) |
Financing activities: | |||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | 6,127 | 48 | 428 | 53,854 | 9,019 |
Transaction costs related to issuance of shares | (180) | (355) | (3,760) | (128) | |
Proceeds from borrowings | 65 | 7,933 | 7,849 | ||
Repayment of borrowings | (334) | (88) | (119) | (63) | |
Leasing installments | (245) | (231) | (305) | (226) | (74) |
Net cash provided by/ (used in) financing activities | 5,433 | 7,307 | 7,853 | 49,805 | 8,817 |
Net increase/(decrease) in cash and cash equivalents | (10,345) | (12,960) | (18,189) | 26,542 | (4,014) |
Cash and cash equivalents at January 1 | 13,184 | 32,166 | 32,166 | 5,834 | 9,559 |
Exchange rate adjustments on cash and cash equivalents | (234) | (1,353) | (793) | (210) | 288 |
Cash and cash equivalents at December 31 | 2,605 | $ 17,853 | 13,184 | 32,166 | 5,834 |
Non-cash investing and financing activities | |||||
Acquisition of property and equipment through loan from lessor | $ 65 | $ 84 | |||
Capitalized intangible assets included in trade payables | $ 60 | ||||
Acquisition of property and equipment included in trade payables | $ 90 |
General Company Information
General Company Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
General Company Information | ||
General Company Information | Note 1. General Company Information Evaxion Biotech A/S is a pioneering TechBio company based upon its AI platform: AI-Immunology™. Evaxion’s proprietary and scalable AI prediction models harness the power of artificial intelligence to decode the human immune system and develop novel vaccines for cancer, bacterial diseases, and viral infections. Based upon AI-Immunology™, Evaxion has developed a clinical stage oncology pipeline of novel personalized vaccines and a preclinical infectious disease pipeline in bacterial and viral diseases with high unmet medical needs. Evaxion is a public limited liability company incorporated and domiciled in Denmark with its registered office located at Dr. Neergaards Vej 5f, DK-2970 Hørsholm, Denmark. The unaudited condensed consolidated interim financial statements of Evaxion Biotech A/S and its subsidiaries (collectively, the “Group”) for the three and nine months ended September 30, 2023 and 2022, were approved, and authorized for issuance, by the Audit Committee of the board of directors on November 13, 2023. | Note 1. General Company Information Evaxion Biotech A/S (the “Company” or “Evaxion”) is a clinical-stage biotech company developing AI-powered immunotherapies. Evaxion uses its proprietary and scalable artificial intelligence, or AI, technology to decode the human immune system to identify and develop immunotherapies for patients in the global market. Unless the context otherwise requires, references to the “Company,” “Evaxion,” “we,” “us,” and “our”, refer to Evaxion Biotech A/S and its subsidiaries. Evaxion is a public limited liability company incorporated and domiciled in Denmark with its registered office located at Dr. Neergaards Vej 5f, DK-2970 Hørsholm, Denmark. On February 5, 2021, the Company completed an initial public offering (“IPO”), which resulted in the listing of American Depository Shares (“ADS”) representing the company’s ordinary shares, under the symbol “EVAX” in the United States on the NASDAQ Capital Market. Through the IPO, the Company sold 3,000,000 ADSs, each of which represents one ordinary share, at a price to the public of $10.00 per ADS. The Company received net proceeds of $25.3 million from the IPO, after deducting the underwriting discounts and commissions and offering expenses. Upon the completion of the IPO, authorized share capital consists of 3,000,000 shares of ordinary shares, par value DKK 1 per share. On November 9, 2021, the Company completed a follow-on public offering through which we issued and sold 3,942,856 ADSs, each of which represents one ordinary share, at a price to the public of $7.00 per ADS. The shares issued were inclusive of the 514,285 ADSs issued to the underwriters pursuant to the full exercise of their option to purchase additional shares on November 5, 2021. The Company received aggregate net proceeds of $24.9 million from the follow-on public offering, which includes the funds received for the additional shares issued to the underwriters, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Upon the completion of the follow-on public offering, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,141,524. In June 2022, we entered into a purchase agreement, or the LPC Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park. In connection with the LPC Purchase Agreement, we issued 428,572 ADSs representing ordinary shares to Lincoln Park as consideration for a commitment fee of $1.2 million for Lincoln Park’s agreement to purchase ordinary shares. After issue of shares following the At the Market program with JonesTrading Institutional Services LLC we entered into in October 2022 and due to warrant exercise, the outstanding share capital amounted to nominal DKK 24,139,413 at year end. The consolidated financial statements of Evaxion Biotech A/S and its subsidiaries (collectively, the “Group”) for the year ended December 31, 2022, were approved, and authorized for issuance, by the Audit Committee of the board of directors on April 27, 2023. Emerging Growth Company Status Evaxion is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company has elected to take advantage of specified reduced reporting and regulatory requirements in contrast to those otherwise applicable generally to public companies. This provision includes the exemption from the auditor attestation requirement in the assessment of the Company’s internal control over financial reporting pursuant to Section 404 the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Evaxion will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the global offering, (b) in which its annual gross revenue totals at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of the Company’s ordinary shares that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Impact from COVID-19 The Company continues to closely monitor the potential impact of COVID-19 on the 2022 financial results and cash flows and beyond. The Company has worked closely with laboratories and investigators to ensure safe continuation and working requirements of its ongoing research activities and human clinical trials. The Company has resumed business travel and has remained active and effective in the process of raising capital with institutional investors by conducting key meetings in person and on a virtual basis when appropriate. As of December 31, 2022, the Company has not experienced a materially negative impact from COVID-19 on the audited consolidated financial statements. Russia’s Invasion of Ukraine On February 24, 2022, Russia invaded Ukraine creating a global conflict. The resulting conflict and retaliatory measures by the global community have created global security concerns, including the possibility of expanded regional or global conflict, which have had, and are likely to continue to have, short-term and more likely longer-term adverse impacts on Ukraine and Europe and around the globe. Potential ramifications include disruption of the supply chain including research activities and complications with the conduct of ongoing and future clinical trials of our product candidates, including patient enrollment. The Company relies on global networks of contract research organizations and clinical trial sites to enroll patients. Delays in research activities or in the conduct of our clinical trials could increase associated costs and, depending upon the duration of any delays, require us to find alternative suppliers at additional expense. In addition, the conflict between Russia and the Ukraine has had significant ramifications on global financial markets, which may adversely impact our ability to raise capital on favorable terms or at all. As of December 31, 2022, the Company has not directly experienced a materially negative impact from Russia’s invasion of Ukraine on the consolidated financial statements. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern Assessment | ||
Liquidity and Going Concern Assessment | Note 2. Liquidity and Going Concern Assessment On December 21, 2023 the company closed a Private Placement related to the issuance and sale of 9,726,898 of the Company’s ordinary shares, DKK 1 nominal value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and accompanying warrants (the “Warrants”) to purchase up to 9,726,898 Ordinary Shares represented by ADSs at a purchase price of $0.544 per Ordinary Share for an aggregate purchase price of $5.3 million. The Warrants are exercisable immediately upon issuance, have a term of three years, and an exercise price equal to $0.707 per Ordinary Share. Each Ordinary Share is represented by one (1) ADS. The Private Placement was priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the Private Placement are expected to be $5.3 million, and up to an additional $6.9 million of gross proceeds upon cash exercise of the Warrants before deducting offering expenses payable by the Company. This is an important step in Evaxion’s long-term funding strategy and will fund operations to the end of March 2024. Cash burn in Q1, 2024 is significantly higher than for the remaining quarters of 2024. The ambition for 2024 is on a full year basis to generate income from collaboration or license agreements equal to 14 million USD to balance expected cash burn in 2024 excluding financing activities. The Company expects to incur additional losses until such income from business deals, including potential collaborations or licenses is obtained. The losses are planned to be financed through equity offerings, or other capital sources and adjust spending on new and ongoing development and corporate activities, as needed. Based on the current cash position and the forecasted cash requirements, it will require additional financing to fund operations by end of March 2024. Due to uncertainty of related to the result of future funding activities, the continuing operating losses, expected cash flows, the Company concluded that there is significant doubt about its ability to continue as a going concern through one year from September 30, 2023. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and discharge of its liabilities and commitments in the normal course of business. The matters that raise significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Company Accounting Oversight Board (PCAOB) standards. The Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of current shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of the current shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises funds through collaborations, licenses and other similar arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable and/or may reduce the value of our ordinary shares. Failure to raise capital or enter into such other arrangements when needed could have a negative impact on the Company’s financial condition and its ability to pursue its business plans and strategies. If the Company is unable to raise additional capital when needed, it could be forced to delay, limit, reduce or terminate its product candidate development or grant rights to develop and market its product candidates. On June 7, 2022 the Company entered into a Purchase Agreement (the “Purchase Agreement”) with an unrelated third party, Lincoln Park Capital Fund, LLC (“Lincoln Park”), to sell up to $40.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) over a 36 month period. The Company is not obligated to sell any ordinary shares represented by ADSs pursuant to the Purchase Agreement and will control the timing and amount of any such sales, but in no event will Lincoln Park be required to purchase more than $1.5 million in ordinary shares represented by ADSs in any single regular purchase. The purchase agreement is dependent on a market price of the ADSs being above $0.50. Upon execution and delivery of the Purchase Agreement, the Company issued 428,572 ordinary shares represented by ADSs as consideration for a commitment fee of $1.2 million for Lincoln Park’s commitment to purchase its ordinary shares represented by ADSs under the Purchase Agreement. As of June 30, 2023, the Company had not issued and sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. See Note 8 for detailed information on the purchase agreement. On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to sell up to $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. The value of the remaining number of shares under this agreement amounts to approximately $7.8 million. On July 31, 2023 the Company entered into a financing agreement with Global Growth Holding Limited (“GGH”), for the issuance of convertible notes into the Company’s ordinary shares represented by ADSs, DKK 1 nominal value, with each ordinary share represented by one ADSs. Pursuant to the agreement, the Company may elect to sell to GGH up to $20.0 million in such notes on any business day over the 36 month term of the agreement. The Company has the right, but not the obligation to direct GGH to purchase traches of up to $0.7 million, subject to certain limitations and conditions set forth in the agreement. In connection with the agreement, the Company is obligated to pay GGH a commitment fee totaling $1.1 million. At any time, GGH may, in its sole discretion, convert the notes into ordinary shares at specified conversion prices upon submission of a request for conversion by GGH to the Company. The financing agreement between the Company and GGH is subject to approval by the SEC through the date of issuance of this report. | Note 2. Liquidity and Going Concern Assessment The Company has considered whether conditions and events exist that, when considered in aggregate, raise significant doubt about the Company’s ability to continue as a going concern for at least a year from the date of the financial statements. The Company has a history of incurring operating losses and negative cash flows from operations. The Company anticipates incurring additional losses until such time, if ever, it can complete its research and development (“R&D”) activities and obtain an out-licensing partnership for its product candidates and generate revenues from such product candidates. The Company monitors its funding situation closely to ensure that it has access to sufficient liquidity to meet its forecasted cash requirements. Analyses are run to reflect different scenarios including, but not limited to, cash runway, human capital resources and pipeline priorities to identify liquidity risk. This enables Management and the Board of Directors to prepare for new financing transaction and/ or adjust the cost base accordingly. In March 2023 the Company adjusted the organization and reprioritized development programs to focus the operations and to save costs. The Company, with its current strategic plans, anticipates that with the current cash position and the forecast cash requirements per the 2023 updated Annual Budget, it will require additional financing to fund its operations and to continue development of its product candidates by December 2023. The Company plans to finance cash needs through equity offerings, or other capital sources, including potential collaborations or licenses and adjust spending on new and ongoing development and corporate activities, as needed. Due to the continuing operating losses, expected negative cash flows and the need for additional funding to finance future operations, the Company concluded that there is significant doubt about its ability to continue as a going concern through one year from the balance sheet date. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and discharge of its liabilities and commitments in the normal course of business. The matters that raise significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Company Accounting Oversight Board (PCAOB) standards. The Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of current shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of the current shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises funds through collaborations, licenses and other similar arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable and/or may reduce the value of our ordinary shares. Failure to raise capital or enter into such other arrangements when needed could have a negative impact on the Company’s financial condition and its ability to pursue its business plans and strategies. If the Company is unable to raise additional capital when needed, it could be forced to delay, limit, reduce or terminate its product candidate development or grant rights to develop and market its product candidates. On June 7, 2022 the Company entered into a Purchase Agreement (the “Purchase Agreement”) with an unrelated third party, Lincoln Park Capital Fund, LLC (“Lincoln Park”), to sell up to $40.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) over a 36 month period. the Company is not obligated to sell any ordinary shares represented by ADSs pursuant to the Purchase Agreement and will control the timing and amount of any such sales, but in no event will Lincoln Park be required to purchase more than $1.5 million in ordinary shares represented by ADSs in any single regular purchase. Upon execution and delivery of the Purchase Agreement, the Company issued 428,572 ordinary shares represented by ADSs as consideration for a commitment fee of $1.2 million for Lincoln Park’s commitment to purchase its ordinary shares represented by ADSs under the Purchase Agreement. As of December 31, 2022, the Company had not issued and sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to sell up to $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Summary of significant accounting policies | Note 3. Summary of Significant Accounting Policies Basis of Preparation The unaudited condensed consolidated interim financial statements of the Company are prepared in accordance with International Accounting Standard 34, “ Interim Financial Reporting The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unaudited condensed consolidated interim financial statements are disclosed in Note 4. The accounting policies applied are consistent with the accounting policies as outlined in the basis of presentation section included in Note 3 of the audited financial statements as of and for the year ended December 31, 2022, except for amendments to standards mentioned below. The implementation of the amendments did not give rise to changes to reported financial figures. Implemented standards ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at September 30, 2023 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. | Note 3. Summary of Significant Accounting Policies Basis of Preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. The financial statements are presented in the Company’s presentation currency, U.S. dollar (“USD”) which is not the functional currency of the parent company. The Group’s financial statements are presented in USD as the result of the Company’s publicly listing the ADSs in the United States. The company’s functional currency is DKK for Denmark, AUD for Australia, and USD for the United States. The financial statements have been prepared on a going concern basis using a historical cost basis. All financial assets and liabilities are measured at amortized cost unless otherwise stated. Reclassifications of prior period presentation Certain items included in the notes to prior year consolidated financial statements have been reclassified to conform to the current period’s presentation. The reclassifications are immaterial to the consolidated financial statements. Basis of Consolidation The audited consolidated financial statements of the Company comprise the Statement of Financial Position as of December 31, 2022 and 2021, and the Statement of Comprehensive Loss for the twelve months ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. The financial statements of subsidiaries are included in the audited consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. Control is reassessed whenever facts and circumstances indicate that there are changes of the control. All intra-Group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full in consolidation. Retrospective effect of share split and bonus share issuance All share and per share data, including that related to warrants, in the consolidated financial statements give retroactive effect to a 2:1 share split and a bonus issue of shares in the ratio of 17:1 of the Company’s authorized, issued and outstanding ordinary shares, which was effective on January 4, 2021, with the corresponding impacts on both share capital and share premium also retroactively recognized. Currency translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as financial income or financial expenses in the statements of comprehensive loss. Non-monetary items in foreign currency which are measured at cost at the statements of financial position date are translated using the exchange rates at the date of the transaction. Translation of foreign operations Assets and liabilities in the Company’s functional currency, DKK and AUD, for Denmark and Australia, respectively, are translated to the Company’s presentation currency at the exchange rate applicable on December 31 for the respective year. Income and expenses in the Company’s functional currency are translated to USD at the average exchange rate which corresponds to an approximation of the exchange rates prevailing on each individual transaction date. Translation differences arising in the translation to presentation currency are recognized in other comprehensive income. Research and development expenses Research and development expenses are primarily internal and external costs incurred in the development of the Company’s product candidates, including personnel costs, share-based compensation, external research and development expenses, maintenance of the Company’s patents, overhead allocation and enhancements and maintenance of the Company’s technology platforms. The research activities are comprised of activities performed before filing an IND or equivalent and necessary pre-clinical activities for such product candidates. All research expenses are recognized in the period in which they are incurred and payments made prior to the receipt of goods or services to be used in research and development are deferred until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third-party contractors and others. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of the expense recognition of these costs, in which case, they are reflected in the financial statements as either prepaid- or accrued expenses. The development activities are comprised of the activities performed following the filing of an IND or equivalent clinical-enabling activities for such product candidates, including but not limited to, research and clinical development activities. In line with industry practice, internal and subcontracted development costs are expensed as incurred. Due to regulatory uncertainties and other uncertainties inherent in the development of new products, development expenses do not qualify for capitalization as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. To date, the Company has not incurred any development costs which qualified for capitalization. Contract Research Organizations expenses and related prepayments and accruals Substantial portions of the Company’s clinical studies are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively, the “CROs”). The CROs generally bill monthly or quarterly for services performed. For studies, the Company accrues expenses based upon estimated percentage of work completed. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. CROs invoice the Company upon the occurrence of predetermined contractual or activity-based milestones; however, the timing of these invoices and the Company’s related payments often do not correspond directly to the level of performance of contracted activities. To the extent payments are made by the Company in advance of the related activities performed by the CROs, they are included in prepayments to clinical research organizations and expensed when the activities performed by the CROs. To the extent the payments are made by the Company following the performance of the related activities, the expense is accrued for as a payable to clinical research organizations. Intellectual property The Company actively seeks to create, maintain and protect intellectual property and proprietary information and technology that is considered important to the Company’s business, which includes seeking and maintaining patents covering proprietary technology, product candidates, proprietary processes and any other inventions that are commercially and / or strategically important to the Company’s business development. These expenses are expensed as incurred and not capitalized as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. The Company has not incurred any costs that qualify for capitalization. Income from government grants The Company receives grants for certain research and development activities. The grant income is recognized as a reduction of research and development expenses in the period in which the underlying expenditures were incurred and when there is reasonable assurance that the Company will comply with all conditions to receive the grant income. Government grants comprise direct grants and tax credits related to qualifying research and development costs in excess of the corporate tax rate. Tax credits in an amount up to the corporate tax rate are classified as income tax benefits. General and administrative expenses General and administrative expenses consist primarily of fees paid to external consultants and personnel costs, including share-based compensation for the Company’s executive, finance, corporate and business development functions. In addition, general and administrative expenses also include depreciation and other expenses for the Company’s corporate headquarters as well as other allocated overhead. Share-based payments The Company issues warrants as an incentive to employees and non-employees. The fair value of the warrants granted is recognized as an expense with a corresponding credit to accumulated deficit. The fair value is expensed over the requisite service period of the awards. The expense recognition is based on an estimate of the number of warrants expected to vest. The estimate is reassessed regularly, and on a cumulative basis, the expense is equal to the fair value of the number of warrants which actually vest. For employees and consultants providing services similar to employees of the Company, the fair value of the equity instruments is determined at the date of grant resulting in a fixed fair value at grant date that is not adjusted for future changes in the fair value of the equity awards that may occur over the service period. The grant date is defined as the date at which the parties agree to the contractual terms. For consultants providing other services that are not similar to employees of the Company, the transactions are measured at the fair value of the services received unless this is not reliably measurable. In such cases, the transactions are measured at fair value of the equity instruments granted at the dates when the services are provided. Modification of warrants which are beneficial are accounted for with their incremental value or over the shorter vesting period. Non-beneficial modifications such as an extension of the vesting period are not accounted for. Consequently, the original terms are deemed to continue to exist. The Company estimates the fair value of warrants using the underlying value of the Company’s ordinary shares. Since the warrants granted before December 2020 are exercisable for nominal consideration, the warrants are valued using the fair value of the Company’s ordinary shares on grant date less the exercise consideration. Warrants granted during 2022 and 2021 are valued using a black-scholes share option pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The key assumption in this estimate is the fair value of the Company’s ordinary share on the warrant grant date. Accounting for joint operations – Southern Denmark University The Company enters into agreements from time to time that may be subject to the requirements of IFRS 11, Joint Arrangements Southern Denmark University Accounting for joint operations - MSD International GmbH and MSD International Business GmbH The Company has entered into a collaboration agreement with MSD International GmbH and MSD International Business GmbH (jointly ‘MSD’). Under the arrangement, the Company will share its clinical trial in which the Company’s compound and MSD’s compound is dosed in combination. In determining the accounting treatment for these types of arrangements, the Company carefully evaluates the relationship between the two parties in order to determine whether the arrangement is, in substance, a collaboration arrangement between the two parties (to be accounted for in accordance with IFRS 11, Joint Arrangements), or rather, a vendor-customer contract (to be accounted for in accordance with IFRS 15, Revenue from Contracts with Customers). Management has determined that MSD does not meet the definition of a customer under IFRS 15. Consequently, the arrangement is classified as a collaboration arrangement and is accounted for as a joint operation in accordance with IFRS 11 resulting in the recognition of the Company’s own income and expense and assets and liabilities, respectively. Finance Income Finance income consists primarily of foreign currency gains, and a gain from changes in fair value of liability-classified warrants. Finance Expense Finance expenses consists primarily of foreign currency losses, interest expense and related loan costs on the EIB Loan Agreement (as defined herein), and interest expense on leasing liabilities. Income tax The income tax for the period comprises current and deferred tax, including prior-year adjustments and changes in provisions for uncertain tax positions. Tax is recognized in the statement of comprehensive loss, except to the extent that it relates to items recognized in equity. Research and development tax credits are available to the Group under the tax laws of Denmark and Australia respectively, based on qualifying research and development spend as defined under those tax laws. Tax credits not exceeding the corporate tax rate are recognized as an income tax benefit. Tax credits in excess of the corporate tax rate are classified as government grants. Accruals for uncertain tax positions and/or valuation of government grant receivables require management to make judgments of potential exposures. Accruals for uncertain tax positions and/or valuation of government grant receivables are measured using either the most likely amount or the expected value amount, depending on taxable amounts. Deferred taxes Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where the tax value can be determined according to alternative tax rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the obligation. Deferred tax assets are measured at the value at which they are expected to be utilized, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities. Deferred tax assets are set off within the same legal tax entity and jurisdiction. Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions could necessitate future adjustments to tax income and expenses already recorded. As at December 31, 2022 and 2021, the Company has not recognized any provisions for uncertain tax positions resulting in a risk that the deferred tax asset related to warrants is lower than disclosed. The Company recognizes deferred income tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. Management has considered future taxable income in assessing whether deferred income tax assets should be recognized and has concluded that the deferred income tax assets do not meet the criteria for recognition as assets in the statements of financial position. Tax receivables Current tax assets for the current and prior periods are measured at the amount expected to be recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. EIB Loan All loans and borrowings are classified as financial liabilities and are initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. Further, considerations from the lender for other elements in the transaction are accounted for separately. After initial recognition, any such loans and borrowings are measured at amortized cost using the effective interest method, with the amortization recognized in finance costs. In August 2020, we executed the EIB Loan Agreement, with European Investment Bank (“EIB”) for a principal amount of €20.0 million, divided into three tranches of €7.0 million, €6.0 million, and €7.0 million (the “EIB Loan”). During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. Under the EIB Loan Agreement, the EIB Loan tranche balances are due six years from their respective disbursement dates. We received the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The loan is initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. The loan is subsequently measured at amortized cost, with the unwinding of the discount recorded in finance costs over the life of the loan. EIB Warrants Under the EIB Loan Agreement, EIB is entitled to an aggregate of 1,003,032 cash settled EIB Warrants with an exercise price of 1 DKK per warrant for all tranches (the “EIB Warrants”). On February 17, 2022, 351,036 EIB Warrants were issued to EIB as part of the drawdown of the first tranche of the EIB Loan. The EIB Warrants are part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial Instruments Standards (IAS) 32 and IFRS 9. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. EIB is entitled to elect net in cash settlement of its warrants at any time, and consequently a financial liability for the redemption amount is recognized. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The redemption amount is equal to the current share price. The remeasurements are presented as finance expense or finance income. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets. Leasehold improvements and Loan from lessor The Company’s lease contract comprises funding for the customization of the premises to the Company’s specific needs. The payment is determined based on the actual costs incurred for the customization, a repayment period of 8 years and an interest rate of 6% per annum. The Company has assessed whether this is a lease component, or a leasehold improvement funded by the lessor. We have considered the following factors: 1. Which party designed the customization 2. Which party had the right to direct changes to the work 3. Who is taking on the economic risk of the cost price of the work A third party has designed the project according to the Company’s instructions, and the Company had the right to direct changes to the work during the construction period. Further, the Company has the full economic risk of the work due to 1 :1 linkage between construction costs and payments to the lessor. Consequently, the Company has assessed that the customization is a leasehold improvement funded by the lessor and accordingly presented a leasehold improvement and a corresponding liability for the loan from the lessor. Right-of-use assets The Company recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs. Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the right-of-use asset using the straight-line method. In addition, right-of-use assets are reduced by impairment losses, if any, and adjusted for certain remeasurements. The Company’s right-of-use assets are presented within property and equipment, net. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the following payments, when applicable: ● fixed payments (including in-substance fixed payments), less any lease incentives receivable; ● variable lease payments (linked to an index or interest rate); ● expected payments under residual value guarantees; ● the exercise price of purchase options, where exercise is reasonably certain; ● lease payments in optional renewal periods, where exercise of extension options is reasonably certain; ● and penalty payments for the termination of a lease, if the lease term reflects the exercise of the respective termination option. The lease payments are discounted using the interest rate implicit in the lease if this rate can be readily determined. Otherwise, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of the lease liabilities are remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments). Intangible assets The Company recognized intangible assets for licenses. Licenses are measured at cost less cumulative amortization and impairment. Cost is measured at fair value of the consideration transferred with addition of transactions costs. If additional consideration is transferred to the seller due to meeting certain milestones, these payments are added to the cost price once the conditions for making the payments are met. The capitalized assets are amortized over their useful lives, which are determined on the basis of the expected pattern of consumption of the expected future economic benefits embodied in the license or similar development agreement. Amortization commences only once the necessary regulatory and marketing approval has been received for the product candidates to which they relate. To date, the Company has not received any regulatory and marketing approval for any of its product candidates. Consequently, the Company did not recognize any amortization expense for its intangible assets. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, as follows: Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years Impairment of non-financial assets Assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. The Company has not Provisions Provisions are recognized when we have an existing legal or constructive obligation as a result of events occurring prior to or on the balance sheet date, and it is probable that the utilization of economic resources will be required to settle the obligation. Provisions are measured as the best estimate of the expense necessary to settle the obligation at the balance sheet date. Provisions that are estimated to mature after more than one year after the balance sheet date are measured at their present values, using a discount rate based on the Company’s risk adjusted incremental borrowing rate. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are classified at initial recognition, including on the basis of the purpose for which the instrument was acquired and managed. This classification determines the valuation of the instruments. (i) Non-derivative financial assets Non-derivative financial assets are recognized initially on the date they are originated. The Company derecognizes non-derivative financial assets when the contractual rights to cash flows expire or it transfers the right to receive cash flows in a transaction which transfers substantially all the risks and rewards of ownership of the asset. The Company’s financial assets are initially recognized at fair value and subsequently measured at amortized cost less accumulated impairment losses. The Company holds the following categories of non-derivative financial assets: Receivables Receivables (including lease deposits, receivables and receivables from unpaid capital) represent the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). They are measured at amortized cost less impairment. Prepayments include expenditures related to future financial periods and are measured at amortized cost. Cash and cash equivalents Cash is comprised of cash on hand and in bank deposit accounts. Cash equivalents are instruments with original maturities of 90 days or less. The Company does not have any cash equivalents for the years ended December 31, 2022 and 2021. (ii) Non-derivative financial liabilities Non-derivative financial liabilities comprise other payables which are measured initially at fair value and subsequently at amortized cost. Trade Payables Trade payables and accruals relate to the Group’s purchase of products and services from various vendors in the normal course of business. Other Payables Other payables are comprised of payables to clinical research organizations, employee liabilities and other liabilities. The contract liabilities consist of CROs and vendor accruals. Employee cost liabilities are comprised of provision for holiday allowance, provision for salaries and other employee related provisions. Other liabilities consist of commitments and liabilities related to government grants received in advance. Segment Information An operating segment is a part of the Company that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM for the Company is the Chief Executive Officer. The Company does not divide its operations into different segments and the CODM operates and manages the Company’s entire operations as one segment, which is consistent with the Company’s internal organization and reporting system. The Company does not have any revenue and there are no material non-current assets attributable to countries other than Denmark. Shareholders’ Equity The share capital comprises the nominal amount of the company’s ordinary shares, each at a nominal value of DKK 1. Other reserves includes the share premium comprising the amount received, attributable to shareholders’ equity, in excess of the nominal amount of the shares issued at the company’s capital increases, reduced by any expenses directly attributable to the capital increases as well as translation reserves. Translation reserves include exchange rate adjustments of equity and intragroup receivables forming part of the net investments in our group enterprises. Accumulated deficit includes the accumulated profit or loss as well as well as the reserve for share-based payment representing the corresponding entries to the share-based payment recognized in the profit or loss, arising from our warrant programs. Loss Per Share The calculation of basic loss per share is based on the Company’s net loss for the year attributable to shareholders of Evaxion Biotech A/S and on the weighted average number of ordinary shares outstanding during the year. The number of shares outstanding take in effect the 2 for 1 stock split and the 17 for 1 bonus share issuance on January 4, 2021. In calculating diluted loss per share, earnings and the average number of shares are adjusted for the dilutive effects of potential ordinary shares. Loss per share is not adjusted for any dilution that results in a loss per share that is lower than loss per ordinary share before dilution. Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at December 31, 2022 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. |
Significant Accounting Judgemen
Significant Accounting Judgements, Estimates, and Assumptions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Judgements, Estimates, and Assumptions | ||
Significant Accounting Judgements, Estimates, and Assumptions | Note 4. Significant Accounting Judgements, Estimates, and Assumptions In the application of its accounting policies, the Company is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company’s annual report on Form 20-F. Significant accounting estimates made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in our unaudited condensed consolidated interim financial statements relate to share-based compensation. See Note 7 below for additional information regarding share-based compensation. We have as mentioned in note 2 evaluated the cash position and future funding requirements and have concluded that there is a significant doubt about the Company’s ability to continue as a going concern. Besides this there have been no other changes to the application of critical accounting judgments, or estimation uncertainties regarding accounting estimates. | Note 4. Significant Accounting Judgements, Estimates, and Assumptions The preparation of the consolidated financial statements in conformity with IFRS as issued by the IASB requires management to make judgements, estimates and assumptions that affect the application of policies and amounts reported in the financial statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The critical accounting policies which involve significant estimates, assumptions or judgements, the actual outcome of which could have a material impact on the Company’s results and financial position outlined below, are as follows: Share-based compensation Management determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards is determined at the date of grant using generally accepted valuation techniques or valuation based on the Company’s fundraising events. Assumptions are made and judgments are used in applying valuation techniques. Prior to the Company’s IPO completed in February 2021, these assumptions and judgments include estimating the fair value for the underlying Ordinary share on the warrant grant date, as well as the likelihood of liquidity events such as IPOs. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates as well as the term applied to the expense recognition. Subsequent to the Company’s IPO completed in February 2021, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. Refer to Note 8 for further detail surrounding share-based compensation. European Investment Bank Loan and warrant liability In February 2022, the first tranche related to the Company’s loan agreement with the European Investment Bank (EIB) was drawn down. As part of the loan arrangement warrants were granted to EIB. The liability is initially recognized at fair value, net of transaction costs incurred (this includes the amount attributable to the warrants (see below). The loan is subsequently measured at amortized cost using the effective interest method. The effective interest rate is determined based on the outstanding amount and the fixed interest payments during the period outstanding and the accumulated payment-in-kind interest payment to be paid upon repayment. The warrants are considered a liability as they can be settled in cash and form part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial instruments standards IAS 32 and IFRS 9. The liability is measured initially at its fair value. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. The warrant liability is subsequently remeasured at the redemption amount. Significant judgment is made in respect of valuation of the warrants. Leasehold Improvements and Loan from Lessor A significant judgment was made in respect of determining whether customization of leased premises forms part of the lease or is a leasehold improvement funded by the lessor. See the section “Leasehold improvements and Loan from lessor” in Note 3. There have been no other changes to the application of critical accounting judgments, or estimation uncertainties regarding accounting estimates. Refer to Note 2 “Liquidity and Going Concern” and Note 3 for a summary of significant accounting policies for further discussion. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Risk Management | |
Financial Instruments and Risk Management | Note 5. Financial Instruments and Risk Management Financial risk management and risk management framework In terms of financial risks, the Company has exposure to liquidity risk and market risk comprising foreign exchange risk. This note presents information about the Company’s exposure to each of the above risks together with the Company’s objectives, policies and processes for measuring and managing risks. The Company’s Board of Directors monitors each of these risks on a regular basis and implements policies as and when they are required. Details of the current risk management policies are provided below. Liquidity risk The exposure to liquidity risk primarily relates to the risk of failure to meet the Company’s obligations when they become due, which could happen if current assets are not enough to cover the amount of short-term liabilities. The Company has considered whether conditions and events exist that, when considered in aggregate, raise significant doubt about the Company’s ability to continue as a going concern for at least a year from the date of the financial statements. The Company has a history of incurring operating losses and negative cash flows from operations. The Company anticipates incurring additional losses until such time, if ever, it can complete its research and development (“R&D”) activities and obtain an out-licensing partnership for its product candidates and generate revenues from such product candidates. The Company monitors its funding situation closely to ensure that it has access to sufficient liquidity to meet its forecasted cash requirements. Analyses are run to reflect different scenarios including, but not limited to, cash runway, human capital resources and pipeline priorities to identify liquidity risk. This enables Management and the Board of Directors to prepare for new financing transaction and/ or adjust the cost base accordingly. In March 2023 the Company adjusted the organization and optimized the strategy around EVX-01 to focus the operation and save costs. As of the date of these consolidated financial statements the Company, with its current strategic plans, anticipates that the current cash position and the cash requirements per the 2023 Annual Budget will provide sufficient cash until the beginning of December 2023. Substantial additional financing will be needed by the Company to fund its operations and to continue development of its product candidates. The Company plans to finance cash needs through equity offerings, or other capital sources, including potential collaborations or licenses and adjust spending on new and ongoing development and corporate activities, as needed. Due to the continuing operating losses, expected negative cash flows and the need for additional funding to finance future operations, the Company concluded that there is significant doubt about its ability to continue as a going concern through one year from the balance sheet date. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and discharge of its liabilities and commitments in the normal course of business. The matters that raise significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Accounting Oversight Board (PCAOB) standards. As of December 31, 2022 and December 31, 2021, our available liquidity, comprised of cash and cash equivalents, was $13.2 million and $32.2 million, respectively and our total equity was $8.3 million and $32.4 million, respectively. On February 5, 2021, the Company completed our initial public offering through which we issued and sold 3,000,000 ADSs, each of which represents one ordinary share, at a price to the public of $10.00 per ADS. We received aggregate net proceeds of $25.3 million from the initial public offering, after deducting the underwriting discounts and commissions and offering expenses payable by us. Upon the completion of the initial public offering, our registered, issued, and outstanding share capital was nominal DKK 19,198,668 divided into 19,198,668 ordinary shares On November 9, 2021, we completed a follow-on public offering through which we issued and sold 3,942,856 ADSs, each of which represents one ordinary share, at a price to the public of $7.00 per ADS. The shares issued were inclusive of the 514,285 ADSs issued to the underwriters pursuant to the full exercise of their option to purchase additional shares on November 5, 2021. We received aggregate net proceeds of $24.9 million from the follow-on public offering, which includes the funds received for the additional shares issued to the underwriters, after deducting the underwriting discounts and commissions and offering expenses payable by us. Upon the completion of the follow-on public offering, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,141,524. On June 7, 2022 the Company entered into a Purchase Agreement (the “Purchase Agreement”) with an unrelated third party, Lincoln Park Capital Fund, LLC (“Lincoln Park”), to sell up to $40.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) over a 36 month period. the Company is not obligated to sell any ordinary shares represented by ADSs pursuant to the Purchase Agreement and will control the timing and amount of any such sales, but in no event will Lincoln Park be required to purchase more than $1.5 million in ordinary shares represented by ADSs in any single regular purchase. Upon execution and delivery of the Purchase Agreement, the Company issued 428,572 ordinary shares represented by ADSs as consideration for a commitment fee of $1.2 million for Lincoln Park’s commitment to purchase its ordinary shares represented by ADSs under the Purchase Agreement. Upon completion of the Purchase Agreement, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,686,452. On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to sell up to $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. During the period between October 13, 2022 and October 20, 2022, the Company sold 114,402 ordinary shares represented by ADSs, at a volume weighted average price of $2.76 per ADS. The ADSs were sold in an at-the-market offering pursuant to the terms and subject to the conditions contained in a Capital Demand Sales Agreement between the Company and JonesTrading Institutional Services LLC, dated October 3, 2022. After deducting fees and expenses, total proceeds to the Company from the sales of the ADSs were approximately $0.3 million. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 114,402 with the Danish Business Authority. Upon completion of the Sales Agreement and related capital increases during the period between October 13, 2022 and October 20, 2022, the Company’s registered, issued, and outstanding share capital was nominal DKK 24,092,330. On December 29, 2022 the Company sold 4,450 ordinary shares represented by ADSs, DKK 1 nominal value with each ordinary share represented by one ADSs, at a VWAP of $2.24 per ADS. The ordinary shares represented by ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. Gross proceeds from the sale of ordinary shares represented by ADSs were approximately $9,968. In connection with the sale, the Company registered aggregate share capital increase of nominal DKK 4,450 with the Danish Business Authority. Upon completion of the sale, the Company’s registered, issued, and outstanding share capital was nominal DKK 24,139,413 . At year end, due to warrant exercise, the outstanding share capital was nominal DKK 24,139,413. As of the date of these consolidated financial statements the Company, with its current strategic plans, anticipates that the current cash position and the cash requirements per the 2023 Annual Budget will provide a positive cash runway until beginning of December 2023. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to their reputation. The following are the contractual undiscounted outflows associated with the Company’s financial liabilities in the current and prior year: December 31, 2022 (USD in thousands) Carrying Contractual amount cash flows <1 year 1 – 5 years >5 years Total Borrowings $ 8,000 $ 11,859 $ 360 $ 1,531 $ 9,968 $ 11,859 Lease payables 2,255 2,255 147 788 1,320 2,255 Trade payables 2,085 2,085 2,085 — — 2,085 Provisions 144 144 — — 144 144 Other payables 312 312 312 — — 312 Total $ 12,796 $ 16,655 $ 2,904 $ 2,319 $ 11,432 $ 16,655 December 31, 2021 (USD in thousands) Carrying Contractual amount cash flows <1 year 1 – 5 years >5 years Total Borrowings $ 1,170 $ 1,458 $ 192 $ 769 $ 497 $ 1,458 Lease payables 2,520 3,698 326 1,223 2,149 3,698 Trade payables 2,848 2,848 2,848 — — 2,848 Provisions 153 153 — — 153 153 Other payables 46 46 46 — — 46 Total $ 6,737 $ 8,203 $ 3,412 $ 1,992 $ 2,799 $ 8,203 The financial liabilities include estimated or contractual interest rate payments. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The type of market risk that impacts the Company is currency risk. The Company does not currently have any loans or holdings that have variable interest rate. Accordingly, the Company is not exposed to material interest rate risk. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The primary exposure derives from the Company’s operating expenses paid in foreign currencies, mainly USD and Australian dollars. This exposure is known as transaction exposure. Any reasonable or likely movements in foreign exchange rates would not have a material impact on the Company’s operating results. The Company’s policy for managing foreign currency risks is to convert cash received from financing activities to currencies consistent with the Company’s expected cash outflows. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument, leading to a financial loss for the Company. The Company’s exposure to credit risk is limited to deposits with banks with high credit ratings. Accordingly, the Company does not have material credit risk and no provision for credit risk is recognized. Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company raises capital from the issue of equity, grants or convertible loan notes. On a regular basis, management receives financial and operational performance reports that enable management to assess the adequacy of resources on hand and the Company’s liquidity position to determine future financing needs. For further information on financing needs refer to Note 2. Fair values Financial instruments measured at fair value in the statements of financial position are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows: 1. Level I – quoted prices in active markets for identical assets or liabilities. 2. Level II – inputs other than quoted prices included within Level I that are observable for the instrument, either directly (i.e. as prices) or indirectly (i.e. derived from prices). 3. Level III – inputs for instrument that are not based on observable market data (unobservable inputs). The Company issued warrants in connection with the EIB Loan Agreement. The EIB Warrants liability is measured in full upon issuance. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The liability is classified in level 1 of the fair value hierarchy. Due to the fact that the exercise price is insignificant compared to the share price, there is virtually no time value. Refer to Note 18 for further information regarding the EIB Warrants. There were no financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2021. |
Operating Activities
Operating Activities | 12 Months Ended |
Dec. 31, 2022 | |
Operating Activities | |
Operating Activities | Note 6. Operating Activities Research and Development Expenses Years Ended December 31, 2022 2021 2020 (USD in thousands) Employee salary and benefit expenses, excluding share-based compensation $ 7,396 $ 6,794 $ 3,337 Share-based compensation expenses 760 1,051 1,496 Depreciation 512 273 92 External expenses 8,388 11,465 5,977 Total research and development expenses $ 17,056 $ 19,583 $ 10,902 During the years ended December 31, 2022, 2021 and 2020, the Company recognized $0.5 million, $0.3 million and $0.8 million, respectively, related to government grants as a reduction of research and development expenses. General and Administrative Expenses Years Ended December 31, 2022 2021 2020 (USD in thousands) Employee salary and benefit expenses, excluding share-based compensation $ 1,983 $ 1,824 $ 1,098 Share-based compensation expenses 182 328 1,912 Professional and other fees 5,901 4,028 2,644 Depreciation 142 71 12 Total general and administrative expenses $ 8,208 $ 6,251 $ 5,666 |
Employees and Employee-Related
Employees and Employee-Related Costs | 12 Months Ended |
Dec. 31, 2022 | |
Employees and Employee-Related Costs | |
Employees and Employee-Related Costs | Note 7. Employees and Employee-Related Costs The number of employees, including executive and non-executive directors, during the year was as follows: Years Ended December 31, 2022 2021 2020 Average number of full-time employees 60 53 33 Number of employees at end of period: Denmark and United States 63 61 35 Total employees, at end of period 63 61 35 Employee Costs: Years Ended December 31, 2022 2021 2020 (USD in thousands) Wages and salaries $ 8,182 $ 7,558 $ 4,222 Cash bonus 789 668 — Share-based compensation expenses 942 1,379 3,408 Other social security expenses 19 28 17 Other staff expenses 389 364 196 Total $ 10,321 $ 9,997 $ 7,843 Years Ended December 31, 2022 2021 2020 (USD in thousands) Total Employee costs classified as: Research and development expenses $ 8,156 $ 7,845 $ 4,833 General and administrative expenses 2,165 2,152 3,010 Total $ 10,321 $ 9,997 $ 7,843 Years Ended December 31, 2022 2021 2020 (USD in thousands) Non-management employee benefit expenses classified as: Research and development expenses $ 6,639 $ 6,414 $ 4,009 General and administrative expenses 983 836 611 Total $ 7,622 $ 7,250 $ 4,620 Remuneration to the Board of Directors and Executive Management Years Ended December 31, 2022 2021 2020 (USD in thousands) Remuneration to the Executive Management: Wages and salaries $ 1,970 $ 1,833 $ 1,298 Share-based compensation expenses 321 514 1,566 Total 2,291 2,347 2,864 Remuneration to the Board of Directors: Wages and salaries 379 313 — Share-based compensation expenses 29 87 359 Total 408 400 359 Remuneration to the Board of Directors and Executive Management classified as: Research and development expenses 1,517 1,431 824 General and administrative expenses 1,182 1,316 2,399 Total $ 2,699 $ 2,747 $ 3,223 The Executive Management was comprised of four members in January 2019 and expanded again to five members in October 2019, of which one member resigned in 2020 and one other member resigned in 2021. It was expanded to 5 members again in 2021, and was expanded to 6 members in 2022. |
Share-Based Payments
Share-Based Payments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payments | ||
Share-Based Payments | Note 7. Share-Based Payments Warrant Program and Amendments The Company’s Articles of Association allow for the granting of equity compensation, in the form of equity settled warrants, to employees, consultants and Scientific Advisory Board members who provide services similar to employees, members of executive management, and the board of directors. The warrants granted in 2018 or prior vested upon the closing of our initial public offering in February 2021 (“IPO”). The warrants granted in 2020 vest either gradually over 36 months or vest immediately. Vested warrants granted in 2020 are exercisable in certain exercise windows beginning in the second half of the year of 2021. Warrants granted up until 2019 expire on December 31, 2036. Warrants granted in 2022, 2021, and 2020 expire on December 31, 2031. As of September 30, 2023 and 2022, the number of warrants as a percentage of outstanding ordinary shares was 9.2% and 10.6%, respectively. The following schedule specifies the granted warrants: Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2022 2,743,093 USD 1.50 (1) Warrants exercised (4) (351,515) USD 0.14 Warrants granted 260,000 USD 1.33 Warrants forfeited (82,381) USD 2.72 Warrants cancelled — — Warrants granted as at September 30, 2023 (3) 2,569,197 USD 1.47 (2) Warrants exercisable as at September 30, 2023 1,894,591 USD 1.11 (2) Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 (1) Warrants exercised (4) (345,548) USD 0.13 Warrants granted 161,000 USD 2.72 Warrants forfeited (16,623) USD 5.37 Warrants cancelled — — Warrants granted as at September 30, 2022 2,531,447 USD 1.32 (2) Warrants exercisable as at September 30, 2022 1,962,252 USD 0.57 (1) December 31, 2022 and 2021 USD and DKK end-rates used. (2) September 30, 2023 USD-end rate used. (3) Number of warrants exclude EIB Warrants referred to in Note 6. (4) The weighted average share price at the date of exercise was $1.40 and $2.31 for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company's Board of Directors granted 100,000 onboarding warrants to a member of executive management and 150,000 warrants to an external consultant. On March 15, 2023, the Company's board of directors granted 10,000 warrants to an employee of the Company. In connection with the grant of the warrants, the Company amended its Articles of Association to provide for the grant thereof. The warrants were issued on the terms and conditions set out in the Company's Articles of Association and vest with 1/36 During the nine months ended September 30, 2022, the Company granted 161,000 warrants. All granted warrants will vest 1/36 Employees will be entitled to receive a number of warrants based on the individual employee’s grade and performance for 2023. The warrants will be granted in February 2024 at the share price equal to the fair market value thereof on the date of grant and vests 1/36 Subsequent to the Company’s IPO, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. On the other hand, due to the fact that as of 2021, warrants will be granted at the share price on the date of grant, fair value comprises a time value which is significantly affected by the expected life and expected volatility. The expected life of a warrant is based on the assumption that the holder will not exercise until after the equity award is fully vested. Actual exercise patterns may differ from the assumption used herein. The expected volatility is based on peer group data and reflects the assumption that the historical volatility over a period similar to the life of the warrant is indicative of future trends, which may not necessarily be the actual outcome. The peer group consists of listed companies that management believes are similar to the Company in respect to industry and stage of development. Even with objective evidence of the fair value of an ordinary share, small changes in any other individual assumption or in combination with other assumptions could have resulted in significantly different valuations. The following assumptions have been applied for the warrants issued during the nine months ended September 30, 2023 and 2022, respectively: September 30, September 30, 2023 2022 Expected term (in years) 5.0 – 7.0 6.5 Risk-free interest rate 4.60 – 4.61 % 3.97 – 4.06 % Expected volatility 85 % 85 % Share price $ 0.60 – 1.78 $ 1.71 – 3.03 | Note 8. Share-Based Payments Warrant Program and Amendments The Company’s Articles of Association allow for the granting of equity compensation, in the form of equity settled warrants, to employees, consultants and Scientific Advisory Board members who provide services similar to employees, members of executive management, and the board of directors. The warrants granted in 2018 or prior vested upon the closing of our initial public offering in February 2021 (“IPO”). The warrants granted in 2020 vest either gradually over 36 months or vest immediately. Vested warrants granted in 2020 are exercisable in certain exercise windows beginning in the second half of the year of 2021. Warrants granted up until 2019 expire on December 31, 2036. Warrants granted in 2022, 2021 and 2020 expire on December 31, 2031. For the years ended December 31, 2022, 2021 and 2020, the number of warrants outstanding as a percentage of outstanding ordinary shares was 11.4%, 11.8% and 13.8%, respectively. During 2022, the Company granted 491,612 warrants, of which 35,000 were granted to its Chief AI and Culture Officer (“CAICO”), 25,000 were granted to its Chief Scientific Officer (“CSO”), 16,667 were granted to its Chief Financial Officer (“CFO”), 25,000 were granted to its Chief Medical Officer (“CMO”), 20,833 were granted to its Chief Operating Officer (“COO”), 3,125 were granted to its Chief Business Officer (“CBO”) and 3,125 were granted to its Chief Executive Officer (“CEO”). All granted warrants will vest over 36 months. In connection with the appointment of a new Chief Executive Officer (“CEO”) in September 2022, the new Chief Financial Officer (“CFO”) in May 2022 and the new Chief Operating Officer (“COO”) in March 2022 they were all granted warrants, the CEO CFO In the second quarter of 2021, the Company granted 62,147 warrants to its Chief Medical Officer (“CMO”) which vest over 36 months. In 2019, the Company granted 150,660 warrants to its Chief Financial Officer (“CFO”) which were exercisable upon an exit event. In December 2020, the terms of the warrants issued to the Company’s CFO were amended to no longer comprise exercisability upon an exit event. Consequently, these warrants did not vest upon the IPO in February 2021 and will vest in accordance with the vesting schedule for warrants granted in 2020. On January 4, 2021, the Company effected its Stock Split which also resulted in a reduction of the nominal value of the Company’s ordinary shares from DKK 2 to DKK 1. In accordance with the anti-dilution provisions of the warrant agreements, the number of warrants was increased by a ratio of 36 to 1 and the exercise price was decreased from DKK 2 to 1 DKK. Accordingly, information related to the Company’s warrants, have been retroactively adjusted to reflect the stock split and the bonus shares for all periods presented. The following schedule specifies the granted warrants: Weighted Weighted Average Average Remaining Number of Exercise Contractual warrants Price/Share Life (years) Warrants granted as at December 31, 2019 1,932,156 DKK1 17 Warrants granted 363,168 DKK1 Warrants forfeited (45,216) DKK1 Warrants cancelled (22,032) DKK1 Warrants granted as at December 31, 2020 2,228,076 DKK1 15 Warrants granted during 2021 (1) 63,802 DKK1 Warrants granted December 2021 523,599 USD 5.38 Warrants exercised (62,284) (2) DKK1 Warrants forfeited (10,178) DKK1 Warrants cancelled (10,397) DKK1 Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 13 Warrants granted 491,612 USD 2.24 Warrants exercised (388,181) (2) USD 2.42 Warrants forfeited (92,956) USD 1.28 Warrants cancelled — — Warrants granted as at December 31, 2022 (3) 2,743,093 USD 1.50 (4) 11 Warrants exercisable as at December 31, 2020 — Warrants exercisable as at December 31, 2021 2,072,122 Warrants exercisable as at December 31, 2022 (3) 1,988,106 (1) Of which 62,147 warrants were legally granted in June 2021 and the remaining 1,655 warrants were legally granted in December 2020. (2) The weighted average share price at the date of exercise were USD 2.42 and USD 5.59 for the years ended December 31, 2022 and 2021, respectively. (3) Number of warrants exclude EIB Warrants referred to in Note 19. (4) December 31, 2022 USD-end rate used. During 2019 employees, external consultants, executive management and board members became contractually entitled to warrants that was rectified on December 17, 2020: ● In January 2019, 45,216 warrants were granted to a member of executive management. They vest from December 2020 – December 2022. Fair value at grant date amounted to $0.3 million. ● In February 2019, 7,956 warrants were granted to an employee. They vest from December 2020 – December 2022. Fair value at grant date amounted to $0.1 million. ● In September 2019, 54,000 warrants were granted to an employee. The warrants vested immediately. Fair value at grant date amount to $0.5 million. ● In October 2019, 150,660 warrants were granted to a member of executive management. The warrants vest annually over 3 years . Fair value at grant date amounted to $1.3 million. ● In December 2020, an aggregate of 126,972 warrants attributable to 2019 entitlements were granted to employees, members of our board of directors and consultants who provide similar services as employees. 63,612 warrants vested immediately and 63,360 warrants vest monthly over three years from January 2020 – December 2022. Fair value at grant date amounted to $1.2 million. ● In December 2020, an aggregate of 236,196 warrants attributable to 2020 entitlements were granted to employees, members of our board of directors and consultants who provide similar services as employees. Of the warrants granted, 120,888 warrants vested immediately and 115,308 warrants vest monthly over three years from January 2020 – December 2022. Fair value at grant date amounted to $2.3 million. ● In June 2021, 62,147 were granted to a member of Executive Management. Fair value at grant date amounted to $0.4 million. ● During 2021, an aggregate of 523,599 warrants attributable to 2021 entitlements were granted to employees, members of our board of directors and executive management. Of the warrants 22,916 were granted to our board of directors vested immediately. The warrants granted to employees and executive management vest over 36 months . Fair value at grant date amounted to $1.5 million. ● For the year ended December 31, 2019 the Company had 22,032 outstanding warrants to SDU employees and recognized an immaterial amount of expense for these warrants as research and development expenses in the statement of comprehensive loss. In September 2020, the Company terminated its existing agreement with SDU for business reasons. Under the terms of the SDU agreement, the Company did not incur a termination penalty and has no further obligations under this agreement. ● A member of the executive board terminated his employment contract as of April 30, 2020 and forfeited his right to 45,216 unvested warrants. ● A member of the executive board terminated his employment contract as of October, 2021 but no granted warrants remained unvested as of that date. ● During 2022, an aggregate of 491,612 warrants attributable to 2022 entitlements were granted to employees, members of our board of directors and executive management. Of the warrants 2,500 were granted to our employees vested immediately. The warrants granted to employees and executive management vest over 36 months . Fair value at grant date amounted to $0.8 million. ● During 2022 the former Chief Executive Officer of the Company forfeited his right to 45,327 unvested warrants. In December 2022 employees received a number of warrants based on the individual employee’s grade and performance in 2022. The warrants were granted at the share price equal to the fair market value thereof on the date of grant and will vest 1/36 Share-based compensation expenses included in the statements of comprehensive loss: Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 760 $ 1,051 $ 1,496 General and administrative expenses 182 328 1,912 Total $ 942 $ 1,379 $ 3,408 In 2020 an amount of $0.1 million related to warrants issued as compensation for arranging investors to subscribe for shares has been recognized in equity as a share-based compensation expense related to the capital increase. Determination of Fair Value of Warrants The warrants issued under the share-based payment arrangement until December 2021 are exercisable for nominal consideration compared to the fair value of the shares resulting in virtually no time value. The Company values these warrants based on the intrinsic value of the shares measured as the difference between the fair value of the Company’s Ordinary shares and the warrant exercise price. Due to the highly specialized nature of services provided by consultants who provide services similar to those provided by employees of the Company, transactions with those consultants are measured at fair value of the equity instruments granted. Under the share-based payment arrangement, there is no protection against capital increases at a discount and dividend distribution. However, dividends are not likely to be distributed and there is generally no reason to raise new capital at below the current share price. On this basis, the Company has assessed that it is generally appropriate to assume that no such transactions will take place during the holding period. When issuing warrants in 2018, convertible bonds with a potential dilutive effect were outstanding, and fair value was adjusted to reflect this potential dilution. The stock split and bonus share issuance executed on January 4, 2021 resulted in a dilution of the warrant holders due to the increase of the exercise price compared to the pre stock split and bonus share issue. For warrants granted on December 17, 2020, the fair value was adjusted to reflect this dilution. For other grants, no such adjustment has been made. The fair values of the warrants are measured with reference to the share price of the underlying share. Up until December 2020, this share value was determined using the value established in different financing transactions with unrelated parties. In each of these transactions, the relative ownership of the Company was changed, and a share value was established using these fund-raising transactions. The fair values of warrants are estimated using a linear interpolation in USD of the share value on grant date based on the value established on capital event dates before and after the grant date. For warrants granted in December 2020, the Probability-Weighted Expected Return Method (“PWERM”) was applied, based on the weighted value of the share in a stay private scenario and an IPO scenario. 40% weight was put to the stay private scenario applying a share price equal to the share price of USD 8.89 at the November 2020 capital increase and 60% weight was put to the IPO scenario applying the mid-price of the indicative IPO price range of USD 11.00 available on the balance sheet. A 10% lack of marketability discount (DLOM) was applied to the IPO price. Warrants granted prior to December 2020 are exercisable only upon an exit event or upon the Board of Director’s decisions, which is a post vesting restriction. Since the warrants granted prior to 2020 do not expire until December 31, 2036, Management considers it highly unlikely that the warrants will not become exercisable and no downward adjustment to reflect the risk of the warrant not becoming exercisable is made to the fair value of the warrants. During 2020, the Company revised the estimated date of an IPO exit event to occur in February 2021. As of December 31, 2019, the estimated IPO exit event was December 2021. As a result of this change in estimate, the Company recognized an acceleration of expense of $0.8 million for the year ended December 31, 2020. Subsequent to the Company’s IPO, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. On the other hand, due to the fact that as of 2021, warrants will be granted at the share price on the date of grant, fair value comprises a time value which is significantly affected by the expected life and expected volatility. The expected life of a warrant is based on the assumption that the holder will not exercise until after the equity award is fully vested. Actual exercise patterns may differ from the assumption used herein. The expected volatility is based on peer group data and reflects the assumption that the historical volatility over a period similar to the life of the warrant is indicative of future trends, which may not necessarily be the actual outcome. The peer group consists of listed companies that management believes are similar to the Company in respect to industry and stage of development. Even with objective evidence of the fair value of an ordinary share, small changes in any other individual assumption or in combination with other assumptions could have resulted in significantly different valuations. The following assumptions have been applied for the warrants issued during the year ended December 31, 2022: Expected term (in years) 6.5 Risk-free interest rate 3.66 % Expected volatility 85 % Share price $ 2.10 Amendments to Warrants As discussed above, the terms of the warrant granted to the company’s CFO were amended to no longer comprise an accelerated vesting upon an exit clause. This is considered a non-beneficial change, and consequently the accelerated vesting upon an exit event clause is deemed to continue to exist. For warrants to which the employees became entitled in 2019 but were not granted until December 2020, the Company recognized stock-based compensation expenses during the year ended December 31, 2019 and the interim period ended September 30, 2020, based on the terms expected to apply for these awards. Management expected the terms to be similar to the terms applicable to warrants granted up until 2018, including the accelerated vesting upon an exit clause. However, these warrants were granted subjected to a vesting schedule up to three years and did not allow for immediate vesting upon an exit event. Because the warrants were not granted until December 2020, the Company recognized the difference in expenses as a change in accounting estimate and not a modification of existing awards. As a result of this change in the accounting estimate, the share-based payment expense for 2020 was reduced by $0.4 million. The following schedule specifies the outstanding warrants as at December 31, 2022: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 437,114 1 14 Grant (September 2017) 28.71 617,184 1 14 Grant (December 2017) 28.71 122,040 1 14 Grant (during 2018) 37.05 170,496 1 14 Grant (February 2019) 42.57 7,956 1 14 Grant (September 2019) 56.35 54,000 1 14 Grant (October 2019) 56.97 150,660 1 14 Grant (December 2020) 56.75 193,064 1 8 Grant (April 2021) 45.31 1,655 1 9 Grant (June 2021) 40.86 62,147 1 9 Grant (December 2021) 19.22 435,165 USD 5.38 9 Grant (March 2022) 13.46 35,000 USD 2.96 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 45,000 USD 1.83 9 Grant (September 2022) 10.46 11,000 USD 2.42 9 Grant (December 2022) 10.95 50,000 USD 2.23 9 Grant (December 2022) 10.95 330,612 USD 2.23 9 Granted at December 31, 2022 2,743,093 9 Warrants exercisable at December 31, 2022 1,988,106 The following schedule specifies the outstanding warrants as at December 31, 2021: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 701,356 1 15 Grant (September 2017) 28.71 617,184 1 15 Grant (December 2017) 28.71 122,040 1 15 Grant (during 2018) 37.05 174,564 1 15 Grant (February 2019) 42.57 7,956 1 15 Grant (September 2019) 56.35 54,000 1 15 Grant (October 2019) 56.97 150,660 1 15 Grant (December 2020) 56.75 317,457 1 9 Grant (April 2021) 45.31 1,655 1 10 Grant (June 2021) 40.86 62,147 1 10 Grant (December 2021) 19.22 523,599 USD 5.38 10 Granted at December 31, 2021 2,732,618 Warrants exercisable at December 31, 2021 2,732,618 The following schedule specifies the outstanding warrants as at December 31, 2020: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 712,332 1 16 Grant (April 2017) 24.05 13,896 1 16 Grant (September 2017) 28.71 617,184 1 16 Grant (December 2017) 28.71 127,044 1 16 Grant (during 2018) 37.05 181,836 1 16 Grant (February 2019) 42.57 7,956 1 16 Grant (September 2019) 56.35 54,000 1 16 Grant (October 2019) 56.97 150,660 1 16 Grant (December 2020) 56.75 363,168 1 11 Granted at December 31, 2020 2,228,076 1 15 Warrants exercisable at December 31, 2020 — The Board of Directors and Executive Management holding of share awards for the years ended December 31, 2020, 2021 and 2022 is shown below: Warrants held when Warrants held when Warrants held when becoming or leaving becoming or leaving becoming or leaving January 1, as a member December 31, as a member December 31, as a member December 31, 2020 of management Granted Forfeited 2020 of management Granted Exercised 2021 of management Granted Exercised Forfeited 2022 Thomas William Wylonis (former) (1) 342,612 (369,252) 26,640 — — 369,252 — — 369,252 — — (184,626) — 184,626 Steven Projan 24,436 — 18,612 — 42,048 — 4,583 — 46,631 — 5,000 — — 51,631 Roberto Prego 19,800 — 14,364 — 34,164 — 4,583 — 38,747 — 5,000 — — 43,747 Jo Ann Suzich (former) (7) — — 10,260 — 10,260 — — — 10,260 — — — — 10,260 Marianne Søgaard (2) — 65,952 28,368 — 94,320 — 9,167 — 103,487 — 10,000 — — 113,487 Helen Boudreau (former) (3) — — 5,436 — 5,436 — — (5,436) — — — — — — Kim Bjørnstrup (former) (4) — 5,868 5,868 — 5,868 — — — 5,868 — — — — 5,868 Lars Holtug — — — — — — 4,583 — 4,583 — 5,000 — — 9,583 Niels Iversen Møller — — — — — — — — — — 3,750 — — 3,750 Board of Directors in Total 385,848 (309,168) 109,548 — 561,348 — 22,916 (5,436) 578,828 — 28,750 (184,626) — 422,952 Lars Aage Staal Wegner 844,416 — 7,668 — 852,084 — 64,167 — 916,251 — — (62,736) (45,327) 808,188 Birgitte Rønø — — — — — 29,376 45,000 — 74,376 — 25,000 — — 99,376 Thomas Bogenrieder (former) (5) 49,572 (4,356) — (45,216) 4,356 — — — 4,356 — — — — 4,356 Erik Heegaard — — — — — — 97,564 — 97,564 — 25,000 — — 122,564 Glenn S. Vraniak (former) (6) 150,660 — — — 150,660 — — — 150,660 — — (112,995) — 37,665 Andreas Holm Mattsson — — — — — — — — — — 35,000 — — 35,000 Bo Karmark — — — — — — — — — 45,000 16,667 — — 61,667 Jesper Nyegaard Nissen — — — — — — — — — 25,000 20,833 — — 45,883 Niels Iversen Møller (8) — — — — — — — — — — 3,125 — — 3,125 Per Norlén — — — — — — — — — 50,000 3,125 — — 53,125 Executive Management in total 1,044,648 (4,356) — (45,216) 1,007,100 29,376 206,731 — 1,243,207 120,000 128,750 (175,731) (45,327) 1,270,899 (1) Former board member until June 30, 2020, 252 warrants were granted for services provided after retirement from the Board of Director position. (2) As of November 25, 2020, 26,964 warrants were granted for services provided before taking on the Board of Directors position. (3) Former board member from June 30, 2020 to May 25, 2021. (4) Former board member from June 30, 2020 to November 4, 2020. (5) Part of Executive Management until March 31, 2020. (6) Mr. Vraniak resigned as the Chief Financial Officer of the Company effective November 1, 2021. (7) Board member until May 25, 2021. (8) Became a Board member in 2022 . |
Financial Income and Expenses
Financial Income and Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Financial Income and Expenses | |
Financial Income and Expenses | Note 9. Financial Income and Expenses Years Ended December 31, 2022 2021 2020 (USD in thousands) Financial income: Interest income, bank $ 13 $ — $ — Change in fair value of warrant liability 395 — — Foreign exchange gains 2,423 2,039 216 Total financial income 2,831 2,039 216 Financial expenses: Interest expenses (34) (5) (29) Interest expenses, lease liabilities (176) (123) — Interest expenses, loan from lessor (588) (31) — Foreign exchange losses (710) (756) (194) Total financial expenses (1,508) (915) (223) Net financial items $ 1,323 $ 1,124 $ (7) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 10. Income Taxes (a) Analysis of charge/(credit) for the year: Years Ended December 31, 2022 2021 2020 (USD in thousands) Income tax expense/(benefit) $ (772) $ (178) $ (1,557) Total income taxes for the year $ (772) $ (178) $ (1,557) On December 31, 2022, the Company had tax loss carry-forwards in Denmark of $13.6 million (2021: $9.5 million in Denmark; 2020: $3.8 million in Denmark) for income tax purposes, all of which can be carried forward infinitely according to Danish Corporate Income Tax Act. As of December 31, 2022, the Company did not have any tax loss carry-forwards in any other tax jurisdictions. The benefit from income taxes for each year includes a tax credit for research and development expenditures at the applicable tax rate under the Danish Tax Assessment Act and Australian tax legislation, respectively. (b) Reconciliation of effective tax rate to Danish statutory tax rate Years Ended December 31, 2022 2021 2020 Statutory corporate income tax rate in Denmark 22 % 22 % 22 % Difference in corporate income tax rate in subsidiaries — % — % — % Non-deductible income / (expenses) (1) % — % (1) % Non-taxable income / (expenses) — % — % 1 % Additional tax deduction R&D expenses 4 % 6 % 3 % Tax credit research and development expenditures (5) % (4) % 9 % Change in deferred tax asset not capitalized (16) % (23) % (25) % Total effective tax rate 4 % 1 % 9 % (c) Deferred tax in the statements of financial position Years Ended December 31, 2022 2021 2020 (USD in thousands) Deferred Tax Positions: Warrants $ 739 $ 2,118 $ 4,289 Loss carry forward 13,581 9,530 3,759 Research and development expenditures — — 262 Other items (214) (98) (6) Deferred tax assets not recognized (14,106) (11,550) (8,042) Total Deferred Tax $ — $ — $ 262 Deferred tax attributable to research and development expenditures relates to development costs recognized as an expense in the consolidated financial statements in 2020 and are tax deductible in 2021. Under Danish tax legislation, the value of warrants to employees is income tax exempt subject to meeting certain conditions. The value of income tax exempt warrants is not tax deductible for the issuer. There is currently uncertainty in respect of the extent to which the conditions for being tax exempt are met and consequently the extent to which a tax deduction will be available for the company. Consequently, the deferred tax asset disclosed above is subject to uncertainty and there is a risk that the amount disclosed above is not tax deductible in full. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and Diluted Loss Per Share | |
Basic and Diluted Loss Per Share | Note 11. Basic and Diluted Loss Per Share Basic loss per share is calculated by dividing the net loss attributable for the year to shareholders of Evaxion Biotech A/S by the weighted average number of ordinary shares outstanding during the year. As net losses from continuing operations were recorded in the years 2022, 2021 and 2020, the dilutive potential shares are anti-dilutive for the earnings per share calculation. Years Ended December 31, 2022 2021 2020 (USD in thousands, except share amounts and per share amounts) Loss per share before and after dilution Net loss attributable to shareholders of Evaxion Biotech A/S $ (23,169) $ (24,532) $ (15,018) Weighted-average number of ordinary shares outstanding 23,638,685 19,493,143 15,434,758 Loss per share before and after dilution $ (0.98) $ (1.26) $ (0.97) The following potential shares are anti-dilutive and are therefore excluded from the weighted average number of shares for the purpose of diluted loss per share: Years Ended December 31, 2022 2021 2020 Warrants 2,743,093 2,732,618 2,228,076 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | Note 12. Intangible Assets In June 2020, the Company entered into a license agreement for the rights to certain intellectual properties. Upon execution of the license agreement, the Company was obligated to make a milestone payment of $35,000. The agreement remains in effect until the Company completes a Phase I/IIa clinical study, after that the Company has an option to extend the agreement for an additional 10-year During the twelve months ended December 31, 2020, the Company capitalized $35,000 as intangible assets for the acquisition of a non-exclusive technology license. Subject to meeting certain development milestones, additional consideration of up to $320,000 is to be transferred to the seller. Further, $250,000 is to be transferred to the seller upon each regulatory approval of an Evaxion product utilizing the in-licensed technology. As of December 31, 2020, the Company accrued for an additional $60,000 related to the license. The Company did not recognize any amortization expense for the years ended December 31, 2021 and 2020 as the asset has not been put in use. No intangible assets were recognized in earlier periods as the Company’s expenditures did not qualify for capitalization. During the twelve months ended December 31, 2020, the Company capitalized $60,000 as intangible assets for the acquisition of a non-exclusive technology license from SSI. Subject to successful commercialization of any Evaxion product utilizing the in-licensed technology, Evaxion is required to pay to the seller a royalty on net sales in the low teens. In the event any Evaxion product utilizing the in-licensed technology are commercialized by one of the Company’s partners, Evaxion is required to pay to the seller a percentage of any out-licensing revenue earned by the Company or its affiliates. If Evaxion enters into a sublicense agreement with a partner subsequent to the initiation of a Phase 2 clinical trial, Evaxion is required to pay to the seller a percentage of any sublicensing income in an amount in the lower double-digit range. If Evaxion enters into a sublicense agreement with a partner subsequent to the initiation of a Phase 3 trial, Evaxion is required to pay to the seller a percentage of any sublicensing income in the lower double-digit range. If Evaxion enters into a sublicense agreement with a partner without initiating a Phase 2 trial, Evaxion is required to pay to SSI a percentage of any sublicensing income in the mid double-digit range. The Company did not recognize any amortization expense for the year ended December 31, 2021 as the asset has not been put in use. During the year ended December 31, 2022 the Company wrote-off $87k of its intangible assets balance as the Company does not expect the non-exclusive technology licenses to be available for use in the foreseeable future. As of December 31, 2022 the carrying amounts of the Company’s intangible assets were wrote-off to zero. Intangible Assets Total (USD in thousands) Cost at December 31, 2021 $ 93 $ 93 Additions during the year — — Exchange rate adjustments (6) (6) Cost at December 31, 2022 87 87 Amortization at December 31, 2021 — — Impairment for the year (87) (87) Exchange rate adjustments — — Amortization at December 31, 2022 (87) (87) Carrying amount at December 31, 2022 $ — $ — Intangible Assets Total (USD in thousands) Cost at December 31, 2020 $ 100 $ 100 Additions during the year — — Exchange rate adjustments (7) (7) Cost at December 31, 2021 93 93 Amortization at December 31, 2020 — — Amortization for the year — — Exchange rate adjustments — — Amortization at December 31, 2021 — — Carrying amount at December 31, 2021 $ 93 $ 93 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net | |
Property and Equipment, Net | Note 13. Property and Equipment, Net Other Leasehold Property Equipment Improvements Total (USD in thousands) Cost at December 31, 2021 $ 2,756 $ 1,225 $ 1,567 $ 5,548 Additions during the year — 220 156 376 Disposals during the year — — — — Exchange rate adjustments (163) (77) (91) (331) Cost at December 31, 2022 2,593 1,368 1,632 5,593 Depreciation at December 31, 2021 $ (155) $ (161) $ (58) $ (374) Depreciation for the year (234) (196) (141) (571) Depreciation revaluation during the year 15 — — 15 Exchange rate adjustments 5 5 2 12 Depreciation at December 31, 2022 (369) (352) (197) (918) Carrying amount at December 31, 2022 $ 2,224 $ 1,016 $ 1,435 $ 4,675 Carrying amount of right-of-use assets at December 31, 2022 $ 2,224 $ — $ — $ 2,224 Other Leasehold Property Equipment Improvements Total (USD in thousands) Cost at December 31, 2020 $ 257 $ 263 $ — $ 520 Additions during the year 2,891 1,025 1,634 5,550 Disposals during the year (244) — — (244) Exchange rate adjustments (148) (63) (67) (278) Cost at December 31, 2021 2,756 1,225 1,567 5,548 Depreciation at December 31, 2020 $ (237) $ (62) $ — $ (299) Depreciation for the year (179) (105) (59) (343) Depreciation reversed on disposals during the year 244 — — 244 Exchange rate adjustments 17 6 1 24 Depreciation at December 31, 2021 (155) (161) (58) (374) Carrying amount at December 31, 2021 $ 2,601 $ 1,064 $ 1,509 $ 5,174 Carrying amount of right-of-use assets at December 31, 2021 $ 2,601 $ — $ — $ 2,601 Depreciation included in the statement of comprehensive loss: Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 446 $ 270 $ 90 General and administrative expenses 125 73 15 Total depreciation included in the statement of comprehensive loss $ 571 $ 343 $ 105 Total accumulated depreciation of right-of-use assets at December 31, $ 369 $ 155 $ 236 |
Prepayments and other receivabl
Prepayments and other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments and other receivables | |
Prepayments and other receivables | Note 14. Prepayments and other receivables December 31, 2022 2021 (USD in thousands) VAT receivables $ 287 $ 387 Prepayments 2,494 638 Other receivables 10 113 Total prepayments and other receivables $ 2,791 $ 1,138 The increase in prepayments derives from upfront payments made in relation to planned clinical trials. |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables | |
Other Payables | Note 15. Other Payables December 31, 2022 2021 (USD in thousands) Employee cost liabilities 353 989 Other liabilities 312 46 Total other payables $ 665 $ 1,035 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | Note 16. Cash and Cash Equivalents December 31, 2022 2021 (USD in thousands) Cash and cash equivalents $ 13,184 $ 32,166 Total cash and cash equivalents $ 13,184 $ 32,166 Cash and cash equivalents consist mainly of cash on deposit with banks. Changes in Net Working Capital December 31, 2022 2021 2020 (USD in thousands) Changes in receivables and tax receivables $ (1,486) $ 1,863 $ (2,501) Changes in trade payables (599) (647) 1,798 Changes in other payables (792) 21 918 Changes in net working capital $ (2,877) $ 1,237 $ 215 Working capital is defined as current assets (excluding cash) less current liabilities and measures the net liquid assets the Company has available for the business. Adjustments for non-cash items Adjustments of non-cash items in the statements of comprehensive loss: Year Ended December 31, 2022 2021 2020 (USD in thousands) Income taxes $ (772) $ (178) $ (1,557) Tax credit schemes accounted for as grants (226) (12) (510) Depreciation 571 344 105 Impairment 87 — — Interest income (13) — — Interest expense 798 159 30 Share-based compensation expenses 942 1,379 3,408 Acquisition of property, plant and equipment — (90) — Gain in change from fair value of warrant liability (395) — — Other adjustments: Other adjustments, primarily exchange rate adjustments (1,315) (1,061) 107 Total adjustments for non-cash items $ (323) $ 541 $ 1,583 Reconciliation of Liabilities from Financing Activities December 31, Accumulated Transaction Exchange rate December 31, (USD in thousands) 2021 Cash flows interest Costs Additions adjustment 2022 Lease liabilities $ 2,520 $ (305) $ 176 $ — $ 15 $ (151) $ 2,255 Borrowings 1,170 7,730 524 (1,117) 84 (391) 8,000 Provisions 153 — — — — (9) 144 Total liabilities from financing activities $ 3,843 $ 7,425 $ 700 $ (1,117) $ 99 $ (551) $ 10,399 December 31, Accumulated Transaction Exchange rate December 31, (USD in thousands) 2020 Cash flows interest Costs Additions adjustment 2021 Lease liabilities $ 20 $ (226) $ 123 $ — $ 2,731 $ (128) $ 2,520 Borrowings — — 31 — 1,269 (130) 1,170 Provisions — — — — 161 (8) 153 Total liabilities from financing activities $ 20 $ (226) $ 154 $ — $ 4,161 $ (266) $ 3,843 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 17. Leases Leases As a result of the lease accounting of IFRS 16, the Company has capitalized the only right-of-use asset being the domicile lease. Upon implementation on January 1, 2018, the Company has recognized a liability to make lease payments (i.e. the lease liabilities) of $0.2 million and an asset representing the right to use the underlying asset during the lease term (i.e. the right-to-use asset) of $0.2 million. The liability was measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of the standard adoption date of January 1, 2018. The Company applied an incremental borrowing rate of 3.8%. For the years ended December 31, 2020, 2021 and 2022, the expense related to variable lease payments not included in the lease liabilities was immaterial and was recognized in operating expense. In October 2020, the Company entered into a lease for approximately 1,356 square meters, which is allocated on 839 square meters of office space, and 518 square meters of laboratory space in Hørsholm, Denmark. The commencement date for the lease of the 839 square meters of office space was February 1, 2021 and the lease continues for a term of 10 years from that date. The commencement date for the additional laboratory space was August 13, 2021 and the lease continues for a term of 10 years with a subsequent 12-month cancellation notice period. The lease agreement contains an early termination provision which would trigger a termination fee of $2.7 million. As of December 31, 2022 the monthly payment is approximately $26,000 which consists of approximately $11,000 for the office space and approximately $15,000 for the laboratory space. Throughout the term, the lease is subject to annual increases ranging from two to four percent on the annual lease payment amount. The Company had one operating lease in Copenhagen, Denmark as of December 31, 2022. We also occupied an office space in New York, New York, United States. The terms of the lease agreement included a 13 month occupancy period from January 2, 2020 through January 31, 2021. A termination notice was provided in November 2020 and the lease and occupancy terminated on January 31, 2021. For the years ended December 31, 2022, 2021 and 2020, the expense related to variable lease payments not included in the lease liabilities was immaterial and was recognized in operating expense. Set out below are the carrying amounts of the Company’s right-of-use assets and lease liabilities and the movements during the period: Right-of-Use Asset Lease Liabilities (USD in thousands) At December 31, 2021 $ 2,601 $ 2,520 Additions — 15 Depreciation (214) — Interest Expense — 176 Payments — (305) Translation (163) (151) At December 31, 2022 $ 2,224 $ 2,255 Right-of-Use Asset Lease Liabilities (USD in thousands) At December 31, 2020 $ 20 $ 20 Additions 2,891 2,731 Depreciation (179) — Interest Expense — 123 Payments — (226) Translation (131) (128) At December 31, 2021 $ 2,601 $ 2,520 The total cash outflow for leases was $0.3 million in 2022, $0.2 million in 2021, and $0.2 million in 2020. |
Borrowings
Borrowings | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Borrowings. | ||
Borrowings | Note 5. Borrowings Loan from Lessor In October 2020, the Company entered into a lease for approximately 1,356 square meters, which is allocated on 839 square meters of office space, and 518 square meters of laboratory space in Hørsholm, Denmark. In addition to the ordinary lease payments, the Company obtained financing from DTU Science Park A/S (“DTU”) for rebuilding the laboratory facility and engineering building to match the Company’s needs. The Company will repay the $1.3 million financing at a fixed interest rate of 6% over 8 years. If the lease is terminated due to default by the Company before the outstanding balance, including interest accrued, has been repaid, the remaining balance is due immediately. The finance liability is recorded at amortized cost, which approximates fair value at the time of issuance. For the three months ended September 30, 2023 and 2022, interest expense related to the loan from lessor was nominal. For the nine months ended September 30, 2023 and 2022, interest expense related to the loan from lessor was $0.1 million and $0.1 million, respectively. During the three months ended September 30, 2023 and 2022 the Company had additions for borrowings related to the loan from lessor of $nil and $nil, respectively. During the nine months ended September 30, 2023 and 2022 the Company had additions for borrowings related to the loan from lessor of $0.1 million and $nil, respectively. As a result of the structure of the DTU financing this amount is not included as Purchase of property, plant and equipment EIB Loan In August 2020, the Company executed the EIB Loan, for a principal amount of €20.0 million, divided into three tranches of tranche 1 in the amount of €7.0 million, tranche 2 in the amount of €6.0 million and tranche 3 in the amount of €7.0 million. Under the EIB Loan Agreement, the tranche balances are due six years from their respective disbursement dates. During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The Company will repay the first tranche of the EIB Loan at a fixed interest rate of 3% per annum and a payment-in-kind interest rate of 4% per annum. The loan is amortized to maturity using an effective monthly interest rate of 0.78%. For the three months ended September 30, 2023 and 2022, interest expense related to the EIB Loan was $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2023 and 2022, interest expense related to the EIB Loan was $0.5 million and $0.3 million, respectively. The loan is repayable in full six years after drawing down. Under the current business plans the Company cannot draw the remaining two tranches of the EIB loan. Borrowings are summarized as follows (in thousands): September 30, December 31, 2023 2022 Loan from lessor $ 1,016 $ 1,068 EIB Loan 7,123 6,932 Total Borrowings 8,139 8,000 Less: Borrowings, current portion (150) (136) Total Borrowings, net of current portion $ 7,989 $ 7,864 | Note 18. Borrowings Loan from Lessor In October 2020, the Company entered into a lease for approximately 1,356 square meters, which is allocated on 839 square meters of office space, and 518 square meters of laboratory space in Hørsholm, Denmark. In addition to the ordinary lease payments, the Company obtained financing from DTU Science Park A/S (“DTU”) for rebuilding the laboratory facility and engineering building to match the Company’s needs. The Company will repay the $1.3 million financing at a fixed interest rate of 6% over 8 years. If the lease is terminated due to default by the Company before the outstanding balance, including interest accrued, has been repaid, the remaining balance is due immediately. The finance liability is recorded at amortized cost, which approximates fair value at the time of issuance. As of December 31, 2022, the Company is still in discussions with DTU on the actual costs incurred. For the years ended December 31, 2022 and 2021 interest expense related to the loan from lessor was $0.2 million and $nil, respectively. During the year ended December 31, 2022 the Company had additions for borrowings related to the loan from lessor of $0.1 million. As a result of the structure of the DTU financing this amount is not included as Purchase of property, plant and equipment EIB Loan In August 2020, the Company executed the EIB Loan, for a principal amount of €20.0 million, divided into three tranches of tranche 1 in the amount of €7.0 million, tranche 2 in the amount of €6.0 million and tranche 3 in the amount of €7.0 million. Under the EIB Loan Agreement, the tranche balances are due six years from their respective disbursement dates. During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The Company will repay the first tranche of the EIB Loan at a fixed interest rate of 3% per annum and a payment-in-kind interest rate of 4% per annum. The loan is amortized to maturity using an effective monthly interest rate of 0.78%.For the years ended December 31, 2022 and 2021 interest expense related to the EIB Loan was $0.6 million and $nil, respectively. The loan is repayable in full six years after drawing down. Under the present business plans the Company cannot draw the remaining two tranches of the loan. Borrowings are summarized as follows (in thousands): December 31, 2022 2021 Loan from lessor $ 1,068 $ 1,170 EIB Loan 6,932 — Total Borrowings 8,000 1,170 Less: Borrowings, current portion (136) (126) Total Borrowings, net of current portion $ 7,864 $ 1,044 |
Warrant Liability
Warrant Liability | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Warrant Liability | Note 6. Warrant Liability The Company received the proceeds from the draw of the first tranche of the EIB Loan on February 17, 2022. In connection therewith, EIB received 351,036 EIB Warrants, at an exercise price of DKK 1 per warrant, which vested immediately, pursuant to the terms of a separate warrant agreement, the EIB Warrant Agreement. The EIB Warrants are exercisable at any time after issuance either net in cash or through payment of the exercise price and receipt of shares. Therefore, the warrant liability is recognized in full upon issuance. The liability is measured initially at its fair value and is subsequently remeasured at the present value of the redemption amount. The liability is classified in level 1 of the fair value hierarchy. Due to the fact that the exercise price is insignificant compared to the share price, there is virtually no time value. Consequently, the present value of the redemption amount is equal to the current share price. As the warrant liability is a non-cash financing cost the amount related to the initial recognition of the warrant liability during the nine months ended September 30, 2023 and 2022 is not included within the unaudited condensed consolidated interim statements of cash flows. The following table sets forth the changes to the warrant liability (in thousands): Warrant Liability (USD in thousands) Carrying amount at January 1, 2023 $ 573 Remeasurement of warrant liability (323) Foreign currency translation 2 Carrying amount at September 30, 2023 $ 252 Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability — Foreign currency translation (126) Carrying amount at September 30, 2022 $ 881 | Note 19. Warrant Liability The Company received the proceeds from the draw of the first tranche of the EIB Loan on February 17, 2022. In connection therewith, EIB received 351,036 EIB Warrants, at an exercise price of DKK 1 per warrant, which vested immediately, pursuant to the terms of a separate warrant agreement, the EIB Warrant Agreement.The EIB Warrants are exercisable at any time after issuance either net in cash or through payment of the exercise price and receipt of shares. Therefore, the warrant liability is recognized in full upon issuance. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The liability is classified in level 1 of the fair value hierarchy. Due to the fact that the exercise price is insignificant compared to the share price, there is virtually no time value. Consequently, the present value of the redemption amount is equal to the current share price. As the warrant liability is a non-cash financing cost the amount related to the initial recognition of the warrant liability is not included within the consolidated statements of cash flows. The following table sets forth the changes to the warrant liability: Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability (395) Foreign currency translation (39) Carrying amount at December 31, 2022 $ 573 |
Capital Structure and Financial
Capital Structure and Financial Matters | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capital Structure and Financial Matters | ||
Capital Structure and Financial Matters | Note 8. Capital Structure and Financial Matters Share Capital – Ordinary Shares The following are changes in the Company’s share capital for the period ended September 30, 2023: Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2022 24,139,413 24,139 Capital increase at January 4, 2023 (JonesTrading sales agreement) 634,413 634 Capital increase at January 5, 2023 (JonesTrading sales agreement) 94,278 94 Capital increase at January 20, 2023 (JonesTrading sales agreement) 259,407 259 Capital increase at January 24, 2023 (JonesTrading sales agreement) 151,335 151 Capital increase at February 7, 2023 (JonesTrading sales agreement) 96,271 96 Capital increase at February 9, 2023 (JonesTrading sales agreement) 1,003,802 1,004 Capital increase at February 13, 2023 (JonesTrading sales agreement) 42,808 43 Capital increase at March 3, 2023 (JonesTrading sales agreement) 16,280 16 Exercised warrants, May 17, 2023 134,730 135 Exercised warrants, May 24, 2023 51,125 51 Exercised warrants, June 1, 2023 150,000 150 Capital increase at June 5, 2023 (JonesTrading sales agreement) 861,614 862 Exercised warrants, June 30, 2023 4,824 5 Capital increase at July 18, 2023 (JonesTrading sales agreement) 11,348 11 Exercised warrants, September 13, 2023 10,836 11 Capital increase at September 22, 2023 (JonesTrading sales agreement) 54,099 54 Capital increase at September 26, 2023 (JonesTrading sales agreement) 51,750 52 Capital increase at September 27, 2023 (JonesTrading sales agreement) 45,807 46 Share capital, September 30, 2023 27,814,140 27,814 Lincoln Park Purchase Agreement On June 7, 2022, the Company entered into the Purchase Agreement, with Lincoln Park, pursuant to which the Company may elect to sell up to $40.0 On July 7, 2022, the Company filed a “selling shareholder” registration statement with the U.S. Securities and Exchange Commission (“SEC”) related to the Purchase Agreement with Lincoln Park as the selling shareholder, through which the Company registered 4,649,250 ordinary shares represented by ADSs for resale to the public by Lincoln Park. Each ADS represents one ordinary share. The Company will not receive any proceeds from the resale of ADSs by Lincoln Park, however, assuming that the Company sells the full amount of its ordinary shares represented by ADSs to Lincoln Park, under the Purchase Agreement the Company may receive up to $40.0 million in aggregate proceeds. As of September 30, 2023, the Company had issued 428,572 ordinary shares represented by ADSs to Lincoln Park. Such shares were issued to Lincoln Park as payment of the Commitment Fee in consideration for Lincoln Park’s commitment to purchase our ordinary shares represented by ADSs under the Purchase Agreement. No shares have been sold under sold under the Purchase Agreement. JonesTrading Sales Agreement On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) under which the Company could sell up to an aggregate of $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. During the period between January 1, 2023 and September 30, 2023 the Company sold 3,323,212 ordinary shares represented by ADSs, DKK 1 nominal value with each ordinary share represented by one ADSs, at a VWAP of $1.79 per ADS. The ordinary shares represented by ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. Gross proceeds from the sale of ordinary shares represented by ADSs were approximately $6.0 million. In connection with the sale, the Company registered aggregate share capital increase of nominal DKK 3,323,212. The value of the remaining number of shares under the agreement with JonesTrading amounts to approximately $7.8 million. Financing Agreement Global Growth Holding On July 31, 2023 the Company entered into a financing agreement with Global Growth Holding Limited (“GGH”), for the issuance of convertible notes into the Company’s ordinary shares represented by ADSs, DKK 1 nominal value, with each ordinary share represented by one ADSs. Pursuant to the agreement, the Company may elect to sell to GGH up to $20.0 million in such notes on any business day over the 36 month term of the agreement. The Company has the right, but not the obligation to direct GGH to purchase traches of up to $0.7 million, subject to certain limitations and conditions set forth in the agreement. In connection with the agreement, the Company is obligated to pay GGH a commitment fee totaling $1.1 million. At any time, GGH may, in its sole discretion, convert the notes into ordinary shares at specified conversion prices upon submission of a request for conversion by GGH to the Company. The financing agreement between the Company and GGH is subject to approval by the SEC through the date of issuance of this report. | Note 20. Capital Structure and Financial Matters Share Capital – Ordinary Shares Capital transactions In September 2020, the Company issued 745,380 shares of ordinary shares to existing investors in the Company. The purchase price was $8.89 per share for aggregate proceeds of $6.6 million. The Company incurred immaterial issuance costs. The proceeds were received by the Company on September 17, 2020. On August 10, 2020, the Company’s articles of association were amended in connection with the execution of this transaction. The revised articles increased the authorized number of shares the Company can issue by: (i) the 745,380 shares issued in this transaction, as well as (ii) an additional 1,800,000 shares of Common ordinary share at a nominal price of DKK 1, to be issued any time prior to June 1, 2025. The amended articles also allow the Company to issue an additional 1,298,196 of compensatory ordinary share warrants to employees and consultants any time prior to June 1, 2025. In October 2020, the Company successfully completed part 2 of its “bridging round” of capital with outside investors in the amount of $2.4 million with a purchase price of $8.89 per share from the issuance of 269,136 of the Company’s ordinary shares and received the proceeds in November 2020. Transaction costs directly attributable to the third quarter of 2020 “bridging round” of capital with outside investors have a total amount of $144,022. In February 2021, the Company completed its IPO through which the Company issued and sold 3,000,000 American Depositary Shares, or ADSs, each of which represents one ordinary share, at a price to the public of $10.00 per ADS. The Company received aggregate net proceeds of $25.3 million from the IPO, after deducting the underwriting discounts and commissions and offering expenses. Upon the completion of the IPO, our registered, issued, and outstanding share capital was nominal DKK 19,198,668. In November 2021, the Company completed a follow-on public offering through which the Company issued and sold 3,942,856 ADSs, each of which represents one ordinary share, at a price to the public of $7.00 per ADS. The shares issued were inclusive of the 514,285 ADSs issued to the underwriters pursuant to the full exercise of their option to purchase additional shares on November 5, 2021. The Company received aggregate net proceeds of $24.9 million from the follow-on public offering, which includes the funds received for the additional shares issued to the underwriters, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Upon the completion of the follow-on public offering, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,141,524. Lincoln Park Purchase Agreement On June 7, 2022, the Company entered into the Purchase Agreement, with Lincoln Park, pursuant to which the Company may elect to sell up to $40.0 On July 7, 2022, the Company filed a “selling shareholder” registration statement with the U.S. Securities and Exchange Commission (“SEC”) related to the Purchase Agreement with Lincoln Park as the selling shareholder, through which the Company registered 4,649,250 ordinary shares represented by ADSs for resale to the public by Lincoln Park. Each ADS represents one ordinary share. The Company will not receive any proceeds from the resale of ADSs by Lincoln Park, however, assuming that the Company sells the full amount of its ordinary shares represented by ADSs to Lincoln Park, under the Purchase Agreement the Company may receive up to $40.0 million in aggregate proceeds. As of December 31, 2022, the Company had issued and sold 428,572 ordinary shares represented by ADSs to Lincoln Park. Such shares were issued to Lincoln Park as payment of the Commitment Fee in consideration for Lincoln Park’s’ commitment to purchase our ordinary shares represented by ADSs under the Purchase Agreement. As of such date, the Company had not issued or sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. JonesTrading Sales Agreement On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) under which the Company could sell up to an aggregate of $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. During the period between October 13, 2022 and October 20, 2022 the Company sold 114,403 ADSs representing the Company’s ordinary shares, DKK 1 nominal value, with each ADS representing one ordinary share, at a volume weighted average price (VWAP) of $2.76 per ADS. The ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. After deducting fees and expenses, total proceeds to the Company from the sales of the ADSs were approximately $0.3 million. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 114,403 with the Danish Business Authority. On December 29, 2022 the Company sold 4,450 ordinary shares represented by ADSs, DKK 1 nominal value with each ordinary share represented by one ADSs, at a VWAP of $2.24 per ADS. The ordinary shares represented by ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. Gross proceeds from the sale of ordinary shares represented by ADSs were approximately $9,968. In connection with the sale, the Company registered aggregate share capital increase of nominal DKK 4,450 with the Danish Business Authority. Upon completion of the sale, the Company’s registered, issued, and outstanding share capital was nominal DKK 24,139,413. At year end, due to warrant exercise, the outstanding share capital was nominal DKK 24,139,413. The following are changes in the Company’s share capital for the years ended December 31, 2020, 2021 and 2022: Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2019 15,184,152 15,184 Capital increase at September 17, 2020 (issuance of shares for cash) 745,380 745 Capital increase at October 15, 2020 (issuance of shares for cash) 269,136 269 Share capital, December 31, 2020 16,198,668 16,198 Capital increase at February 9, 2021 (for initial public offering) 3,000,000 3,000 Capital increase at November 9, 2021 (for follow-on offering) 3,942,856 3,943 Capital increase November 2021 (exercised warrants) 62,284 63 Share capital, December 31, 2021 23,203,808 23,204 Capital increase April 2022 (exercised warrants) 54,072 54 Capital increase June 2022 (exercised warrants) 92,313 92 Capital increase June 2022 (exercised warrants) 37,665 38 Capital increase at June 7, 2022 (LPC purchase agreement) 428,572 429 Capital increase June 2022 (exercised warrants) 17,264 17 Capital increase August 2022 (exercised warrants) 92,313 92 Capital increase August 2022 (exercised warrants) 41,085 41 Capital increase September 2022 (exercised warrants) 10,836 11 Capital increase at October 13, 2022 (JonesTrading sales agreement) 23,405 23 Capital increase at October 17, 2022 (JonesTrading sales agreement) 26,396 26 Capital increase at October 20, 2022 (JonesTrading sales agreement) 64,601 65 Capital increase at December 5, 2022 (exercised warrants) 42,633 43 Capital increase at December 29, 2022 (JonesTrading sales agreement) 4,450 4 Share capital, December 31, 2022 24,139,413 24,139 The Company’s share capital consists of the following ordinary shares: December 31, 2022 2021 (USD in thousands) Authorized, issued and fully paid 24,139,413 (2021: 23,203,808) ordinary shares of DKK 1 each (2021: ordinary shares of DKK 1 each) $ 3,886 $ 3,755 Total share capital $ 3,886 $ 3,755 The Company’s ordinary shares shall confer on the holders thereof the right to receive notice of, attend and vote at general meetings of the Company. Executive Management’s and Board of Director’s holding of shares At December 31, the board of directors and executive management held the following shareholdings in the Company: Number of ordinary shares owned 2022 2021 2020 Per Norlén — — — Bo Karmark 2,000 — — Jesper Nyegaard Nissen — — — Birgitte Rønø — — — Erik Deichmann Heegaard — — — Andreas Holm Mattsson 4,071,961 4,163,832 4,163,832 Niels Iversen Møller — 4,292,604 4,292,604 Lars Aage Staal Wegner (former) 82,124 182,124 182,124 Executive Management in total 4,156,085 8,638,560 8,638,560 Number of ordinary shares owned 2022 2021 2020 Niels Iversen Møller 4,196,840 — — Roberto Prego 310,248 310,248 310,248 Thomas William Wylonis (former) — — 485,676 Lars Holtug — — — Marianne Søgaard 41,652 41,652 41,652 Steven Projan 27,288 27,288 27,288 Board of Directors in total 4,576,028 379,188 864,864 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 21. Related Party Transactions December 31, 2022 2021 2020 (USD in thousands) The Company’s transactions with other related parties: Balances with related parties at year-end (asset): Prepaid rent and deposit for a leased property from a related party $ — $ — $ 7 The Company’s related parties are comprised of significant shareholders of the Company, the executive management group, the board of directors and the close members of the family of these persons. The Company has not granted any loans, guarantees, or other commitments to or on behalf of any of the members in the board of directors or executive management. Other than the remuneration and other transactions relating to the board of directors or executive management and capital increases on the same terms as other investors, no other significant transactions have taken place with the board of directors or executive management for the years ended December 31, 2022, 2021 and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 9. Commitments and Contingencies Legal Proceedings On April 28, 2022, we received formal notice that on April 21, 2022, SSI, had initiated a legal proceeding against us in The Danish Maritime and Commercial High Court (Sø og Handelsretten), claiming sole ownership of a patent application (PCT/EP2020/050058 and subsequently national filings, EP3906045), we had filed related to a method for treating malignant neoplasm by administering a composition comprising a high dose of neopeptides, a solvent and SSI’s liposomal adjuvant, CAF®09b, for which we have an exclusive, royalty bearing sub-licensable license to use from SSI, or the Invention. The patent application for the Invention relates solely to the use of the adjuvant CAF®09b in conjunction with a high dose of neopeptides in our EVX-01 product candidate. SSI’s claim to the patent application does not relate to any other aspect of our patent portfolio covering EVX-01 or the PIONEER platform technology. The patent application stems from work we performed under a collaboration agreement we entered into with SSI, DTU, Center for Cancer Immune Therapy (Herlev Hospital) and the Center for Genomic Medicine (Rigshospitalet). The patent application names us and certain of our employees as the sole invertors of the Invention. In its filing, SSI’s primary claim is that the Invention disclosed in the patent application was not made by us and our employees, but rather, that SSI and members of its staff made the Invention and, therefore, SSI and certain of its staff members should be listed as the sole inventors of the Invention. Subsidiary claims is that SSI should have co-ownership with us of the patent application and the Invention. It is our position that we and our employees are the sole inventors of the Invention. We believe that we have strong defenses against SSI’s claim and that SSI’s claim is without merit. We intend to vigorously defend the action. In any event, even if SSI’s claim were to be upheld by the court, while no assurance can be given, we do not expect that the claim would have a material impact on our rights to use the Invention in the development and commercialization of EVX-01, as we believe that such rights are covered by our current license agreement with SSI and SSI would be excluded from enforcing its rights in the Invention to prevent us from developing and commercializing our EVX-01 product candidate. After several rounds of written statements to the courts the court proceedings has been paused since May 2023 on the basis that non-court mediated negotiations are ongoing between us and SSI to resolve the situation without further court proceedings. We expect these negotiations to be completed during the first quarter of 2024. It is the opinion of the executive management team that the legal proceedings will not have material impact on the company’s future financial results. Further, the expectation is a settlement will be reached with a good outcome for the company. Our legal counsel has confirmed that they support our evaluation that the ongoing legal proceedings will not have a material impact on our future financial results or business operations. As of the date of this filing, we cannot reasonably estimate any range of potential future charges, and therefore, we have not recorded any accrual for liabilities associated with these legal proceedings. | Note 22. Commitments and Contingencies Legal Proceedings On April 28, 2022, the Company received formal notice that on April 21, 2022, Statens Serum Institut (“SSI”), had initiated a legal proceeding against the Company in The Danish Maritime and Commercial High Court (Sø og Handelsretten), claiming sole ownership of a patent application (PCT/EP2020/050058 and subsequently national filings, EP3906045), the Company filed related to a method for treating malignant neoplasm by administering a composition comprising a high dose of neopeptides, a solvent and SSI’s liposomal adjuvant, CAF®09b, for which the Company has a non-exclusive, royalty-bearing sub-licensable license to use from SSI (the “Invention”). The patent application for the Invention relates solely to the use of the adjuvant CAF®09b in conjunction with a high dose of neopeptides in the Company’s EVX-01 product candidate. SSI’s claim to the patent application does not relate to any other aspect of the Company’s patent portfolio covering EVX-01 or the PIONEER platform technology. The patent application stems from work the Company performed under a collaboration agreement the Company entered into with SSI, DTU, Center for Cancer Immune Therapy (Herlev Hospital) and the Center for Genomic Medicine (Rigshospitalet). The patent application names the Company and certain of the Company’s employees as the sole invertors of the Invention. In its filing, SSI’s primary claim is that the Invention disclosed in the patent application was not made by the Company and its employees, but rather, that SSI and members of its staff made the Invention and, therefore, SSI and certain of its staff members should be listed as the sole inventors of the Invention. In the alternative, SSI claims that it should have co-ownership with the Company of the patent application and the Invention. It is the Company’s position that the Company and its employees are the sole inventors of the Invention. The Company believes that it has strong defenses against SSI’s claim and that SSI’s claim is without merit. The Company intends to vigorously defend the action. In any event, even if SSI’s claim were to be upheld by the court, while no assurance can be given, the Company does not expect that it would have a material impact on its rights to use the Invention in the development and commercialization of EVX-01, as the Company believes that such rights are covered by its current license agreement with SSI and SSI would be excluded from enforcing its rights in the Invention to prevent the Company from developing and commercializing its EVX-01 product candidate. As of December 31, 2022 the opinion of the Company’s legal counsel is that the ongoing legal proceedings will not have a material impact on the Company’s future financial results. As of December 31, 2022 the Company and SSI have begun to make written statements to the courts, and this process has been ongoing through the date of issuance of this Form 20-F; whereafter the court will announce official dates for court meetings to take place. The Company and SSI are presently in communication on the Board and Executive Management levels to the resolve the legal dispute through an out of court settlement. Contractual obligations The contractual obligations are similar individually and, in the aggregate, not material to the future financial position, operating profit or cash flow. At December 31, 2022, the Company had the following contractual commitments which fall due as follows: December 31, 2022 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 598 $ 56 $ 904 $ — $ 1,558 Total — $ 598 $ 56 $ 904 $ — $ 1,558 The majority of the purchase obligations of $0.8 million relate to CRO’s as of December 31, 2022. At December 31, 2021, the Company had the following contractual commitments which fall due as follows: December 31, 2021 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 72 $ 72 $ — $ — $ 72 Total — $ 72 $ 72 $ — $ — $ 72 The Company has purchase obligations of $72 thousand due to CRO’s and a nominal amount due system provider as of December 31, 2021. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2022 | |
Provisions | |
Provisions | Note 23. Provisions The Company is required to restore the lease premises of its office and laboratory space in Hørsholm, Denmark to its original condition at the end of the lease term. A provision is recognized for the present value using a discount rate based on the Company’s risk adjusted incremental borrowing rate of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalized as part of the cost of leasehold improvements and are amortized over the lease term. Changes in the provision balance during the year ended December 31, 2022 are as follows: Provisions (USD in thousands) Carrying amount at January 1, 2022 $ 153 Provisions recognized — Additions — Utilization of provision — Change in the provision — Currency adjustment (9) Carrying amount at December 31, 2022 $ 144 Changes in the provision balance during the year ended December 31, 2021 are as follows: Provisions (USD in thousands) Carrying amount at January 1, 2021 $ — Provisions recognized 161 Additions — Utilization of provision — Change in the provision — Currency adjustment (8) Carrying amount at December 31, 2021 $ 153 |
Fees to auditors
Fees to auditors | 12 Months Ended |
Dec. 31, 2022 | |
Fees to auditors | |
Fees to auditors | Note 24. Fees to auditors The following table presents the fees to our independent registered public accounting firm, EY Godkendt Revisionspartnerselskab, recognized in general and administrative expenses in the Statement of Profit or Loss for the years ended December 31, 2022 and 2021. This note was prepared in accordance with the requirements of the Danish Financial Statements Act: December 31, 2022 2021 (USD in thousands) Audit fees $ 172 $ 177 Audit related fees 50 108 Other fees 156 328 Total fees $ 378 $ 613 Audit fees Audit fees consist of fees billed for professional services rendered by EY for the audit of our annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related fees Audit-related fees consist of assurance and related services performed by EY that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit-Related fees.” Other fees Other fees consist of services provided by EY for other permitted services, including fees for work performed by EY in connection with the initial public offering. |
Events After the Reporting Peri
Events After the Reporting Period | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Events After the Reporting Period | ||
Events After the Reporting Period | Note 10. Events After the Reporting Period Through the date of adoption of these interim financial statements 356,742 ADSs were sold. After deducting fees, and expenses, total proceeds to the Company from the sales of the ADSs were $0.3 million. On December 21, 2023 the company closed a Private Placement related to the issuance and sale of 9,726,898 of the Company’s ordinary shares, DKK 1 nominal value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and accompanying warrants (the “Warrants”) to purchase up to 9,726,898 Ordinary Shares represented by ADSs at a purchase price of $0.544 per Ordinary Share for an aggregate purchase price of $5.3 million. The Warrants are exercisable immediately upon issuance, have a term of three years, and an exercise price equal to $0.707 per Ordinary Share. Each Ordinary Share is represented by one (1) ADS. The Private Placement was priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the Private Placement are $5.3 million, and if warrants are exercised up to an additional $6.9 million of gross proceeds upon exercise of the Warrants before deducting offering expenses payable by the Company. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. No brokerage, finder’s fees, or commissions were payable by the Company in connection with the Private Placement. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 9,726,898 with the Danish Business Authority. | Note 25. Events After the Reporting Period Vaccine Discovery Collaboration Agreement Effective January 1, 2023 the Company entered into a Vaccine Discovery Collaboration Agreement with ExpreS2ion Biotech Holding AB’s affiliate ExpreS2ion Biotechnologies ApS (“ExpreS2ion”) for the joint development of a novel cytomegalovirus (CMV) vaccine candidate. During the discovery phase of the collaboration, Evaxion will use its proprietary AI platform, RAVEN, to design a next-generation vaccine candidate that elicits both cellular and humoral/antibody responses. The antigen constructs derived from Evaxion’s AI platform will be produced by ExpreS2ion in the company’s ExpreS2 platform, followed by assessments in Evaxion’s state-of-the-art pre-clinical models. The joint discovery project will be included in Evaxion’s development pipeline under EVX-V1. Under the terms of the collaboration, ExpreS2ion will have the exclusive right to license the CMV vaccine candidate under a potential Development and Commercialization Agreement. The research and intellectual property licensing costs for the collaboration project will be divided 50 /50 between the parties until 2025, with all costs expected to be contained in each party’s existing operating expenses. A potential future Development and Commercialization Agreement for the jointly discovered CMV vaccine candidate is expected to include an upfront payment and future milestone payments to Evaxion from ExpreS2ion not exceeding a six-digit USD amount, as well as sub-licensing royalty to Evaxion from ExpreS2ion based on mid to lower two-digit percentage range of third-party licensee income depending on the clinical development stage of the CMV asset at the time of sublicensing. Share Issuances After the Reporting Period During the period between January 1, 2023 and March 3, 2023 the Company sold 2,298,594 ADSs representing the Company’s ordinary shares, DKK 1 nominal value, with each ADS representing one ordinary shares, at a volume weighted average price (VWAP) of $1.90 per ADS. The ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. After deducting fees, and expenses, total proceeds to the Company from the sales of the ADSs were approximately $4.2 million. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 2,298,594 with the Danish Business Authority. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Basis of Preparation | Basis of Preparation The unaudited condensed consolidated interim financial statements of the Company are prepared in accordance with International Accounting Standard 34, “ Interim Financial Reporting The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unaudited condensed consolidated interim financial statements are disclosed in Note 4. The accounting policies applied are consistent with the accounting policies as outlined in the basis of presentation section included in Note 3 of the audited financial statements as of and for the year ended December 31, 2022, except for amendments to standards mentioned below. | Basis of Preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. The financial statements are presented in the Company’s presentation currency, U.S. dollar (“USD”) which is not the functional currency of the parent company. The Group’s financial statements are presented in USD as the result of the Company’s publicly listing the ADSs in the United States. The company’s functional currency is DKK for Denmark, AUD for Australia, and USD for the United States. The financial statements have been prepared on a going concern basis using a historical cost basis. All financial assets and liabilities are measured at amortized cost unless otherwise stated. |
Reclassifications of prior period presentation | Reclassifications of prior period presentation Certain items included in the notes to prior year consolidated financial statements have been reclassified to conform to the current period’s presentation. The reclassifications are immaterial to the consolidated financial statements. | |
Basis of consolidation | Basis of Consolidation The audited consolidated financial statements of the Company comprise the Statement of Financial Position as of December 31, 2022 and 2021, and the Statement of Comprehensive Loss for the twelve months ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. The financial statements of subsidiaries are included in the audited consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. Control is reassessed whenever facts and circumstances indicate that there are changes of the control. All intra-Group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full in consolidation. | |
Retrospective effect of share split and bonus share issuance | Retrospective effect of share split and bonus share issuance All share and per share data, including that related to warrants, in the consolidated financial statements give retroactive effect to a 2:1 share split and a bonus issue of shares in the ratio of 17:1 of the Company’s authorized, issued and outstanding ordinary shares, which was effective on January 4, 2021, with the corresponding impacts on both share capital and share premium also retroactively recognized. | |
Currency translation of transactions and balances | Currency translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as financial income or financial expenses in the statements of comprehensive loss. Non-monetary items in foreign currency which are measured at cost at the statements of financial position date are translated using the exchange rates at the date of the transaction. | |
Translation of foreign operations | Translation of foreign operations Assets and liabilities in the Company’s functional currency, DKK and AUD, for Denmark and Australia, respectively, are translated to the Company’s presentation currency at the exchange rate applicable on December 31 for the respective year. Income and expenses in the Company’s functional currency are translated to USD at the average exchange rate which corresponds to an approximation of the exchange rates prevailing on each individual transaction date. Translation differences arising in the translation to presentation currency are recognized in other comprehensive income. | |
Research and development expenses | Research and development expenses Research and development expenses are primarily internal and external costs incurred in the development of the Company’s product candidates, including personnel costs, share-based compensation, external research and development expenses, maintenance of the Company’s patents, overhead allocation and enhancements and maintenance of the Company’s technology platforms. The research activities are comprised of activities performed before filing an IND or equivalent and necessary pre-clinical activities for such product candidates. All research expenses are recognized in the period in which they are incurred and payments made prior to the receipt of goods or services to be used in research and development are deferred until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third-party contractors and others. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of the expense recognition of these costs, in which case, they are reflected in the financial statements as either prepaid- or accrued expenses. The development activities are comprised of the activities performed following the filing of an IND or equivalent clinical-enabling activities for such product candidates, including but not limited to, research and clinical development activities. In line with industry practice, internal and subcontracted development costs are expensed as incurred. Due to regulatory uncertainties and other uncertainties inherent in the development of new products, development expenses do not qualify for capitalization as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. To date, the Company has not incurred any development costs which qualified for capitalization. | |
Contract Research Organizations expenses and related prepayments and accruals | Contract Research Organizations expenses and related prepayments and accruals Substantial portions of the Company’s clinical studies are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively, the “CROs”). The CROs generally bill monthly or quarterly for services performed. For studies, the Company accrues expenses based upon estimated percentage of work completed. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. CROs invoice the Company upon the occurrence of predetermined contractual or activity-based milestones; however, the timing of these invoices and the Company’s related payments often do not correspond directly to the level of performance of contracted activities. To the extent payments are made by the Company in advance of the related activities performed by the CROs, they are included in prepayments to clinical research organizations and expensed when the activities performed by the CROs. To the extent the payments are made by the Company following the performance of the related activities, the expense is accrued for as a payable to clinical research organizations. | |
Intellectual property | Intellectual property The Company actively seeks to create, maintain and protect intellectual property and proprietary information and technology that is considered important to the Company’s business, which includes seeking and maintaining patents covering proprietary technology, product candidates, proprietary processes and any other inventions that are commercially and / or strategically important to the Company’s business development. These expenses are expensed as incurred and not capitalized as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. The Company has not incurred any costs that qualify for capitalization. | |
Income from government grants | Income from government grants The Company receives grants for certain research and development activities. The grant income is recognized as a reduction of research and development expenses in the period in which the underlying expenditures were incurred and when there is reasonable assurance that the Company will comply with all conditions to receive the grant income. Government grants comprise direct grants and tax credits related to qualifying research and development costs in excess of the corporate tax rate. Tax credits in an amount up to the corporate tax rate are classified as income tax benefits. | |
General and administrative expenses | General and administrative expenses General and administrative expenses consist primarily of fees paid to external consultants and personnel costs, including share-based compensation for the Company’s executive, finance, corporate and business development functions. In addition, general and administrative expenses also include depreciation and other expenses for the Company’s corporate headquarters as well as other allocated overhead. | |
Share-based payments | Share-based payments The Company issues warrants as an incentive to employees and non-employees. The fair value of the warrants granted is recognized as an expense with a corresponding credit to accumulated deficit. The fair value is expensed over the requisite service period of the awards. The expense recognition is based on an estimate of the number of warrants expected to vest. The estimate is reassessed regularly, and on a cumulative basis, the expense is equal to the fair value of the number of warrants which actually vest. For employees and consultants providing services similar to employees of the Company, the fair value of the equity instruments is determined at the date of grant resulting in a fixed fair value at grant date that is not adjusted for future changes in the fair value of the equity awards that may occur over the service period. The grant date is defined as the date at which the parties agree to the contractual terms. For consultants providing other services that are not similar to employees of the Company, the transactions are measured at the fair value of the services received unless this is not reliably measurable. In such cases, the transactions are measured at fair value of the equity instruments granted at the dates when the services are provided. Modification of warrants which are beneficial are accounted for with their incremental value or over the shorter vesting period. Non-beneficial modifications such as an extension of the vesting period are not accounted for. Consequently, the original terms are deemed to continue to exist. The Company estimates the fair value of warrants using the underlying value of the Company’s ordinary shares. Since the warrants granted before December 2020 are exercisable for nominal consideration, the warrants are valued using the fair value of the Company’s ordinary shares on grant date less the exercise consideration. Warrants granted during 2022 and 2021 are valued using a black-scholes share option pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The key assumption in this estimate is the fair value of the Company’s ordinary share on the warrant grant date. | |
Accounting for joint operations - Southern Denmark University | Accounting for joint operations – Southern Denmark University The Company enters into agreements from time to time that may be subject to the requirements of IFRS 11, Joint Arrangements Southern Denmark University Accounting for joint operations - MSD International GmbH and MSD International Business GmbH The Company has entered into a collaboration agreement with MSD International GmbH and MSD International Business GmbH (jointly ‘MSD’). Under the arrangement, the Company will share its clinical trial in which the Company’s compound and MSD’s compound is dosed in combination. In determining the accounting treatment for these types of arrangements, the Company carefully evaluates the relationship between the two parties in order to determine whether the arrangement is, in substance, a collaboration arrangement between the two parties (to be accounted for in accordance with IFRS 11, Joint Arrangements), or rather, a vendor-customer contract (to be accounted for in accordance with IFRS 15, Revenue from Contracts with Customers). Management has determined that MSD does not meet the definition of a customer under IFRS 15. Consequently, the arrangement is classified as a collaboration arrangement and is accounted for as a joint operation in accordance with IFRS 11 resulting in the recognition of the Company’s own income and expense and assets and liabilities, respectively. | |
Finance Income | Finance Income Finance income consists primarily of foreign currency gains, and a gain from changes in fair value of liability-classified warrants. | |
Finance Expense | Finance Expense Finance expenses consists primarily of foreign currency losses, interest expense and related loan costs on the EIB Loan Agreement (as defined herein), and interest expense on leasing liabilities. | |
Income tax | Income tax The income tax for the period comprises current and deferred tax, including prior-year adjustments and changes in provisions for uncertain tax positions. Tax is recognized in the statement of comprehensive loss, except to the extent that it relates to items recognized in equity. Research and development tax credits are available to the Group under the tax laws of Denmark and Australia respectively, based on qualifying research and development spend as defined under those tax laws. Tax credits not exceeding the corporate tax rate are recognized as an income tax benefit. Tax credits in excess of the corporate tax rate are classified as government grants. Accruals for uncertain tax positions and/or valuation of government grant receivables require management to make judgments of potential exposures. Accruals for uncertain tax positions and/or valuation of government grant receivables are measured using either the most likely amount or the expected value amount, depending on taxable amounts. | |
Deferred taxes | Deferred taxes Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where the tax value can be determined according to alternative tax rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the obligation. Deferred tax assets are measured at the value at which they are expected to be utilized, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities. Deferred tax assets are set off within the same legal tax entity and jurisdiction. Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions could necessitate future adjustments to tax income and expenses already recorded. As at December 31, 2022 and 2021, the Company has not recognized any provisions for uncertain tax positions resulting in a risk that the deferred tax asset related to warrants is lower than disclosed. The Company recognizes deferred income tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. Management has considered future taxable income in assessing whether deferred income tax assets should be recognized and has concluded that the deferred income tax assets do not meet the criteria for recognition as assets in the statements of financial position. | |
Tax receivables | Tax receivables Current tax assets for the current and prior periods are measured at the amount expected to be recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. | |
Deferred offering costs | EIB Loan All loans and borrowings are classified as financial liabilities and are initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. Further, considerations from the lender for other elements in the transaction are accounted for separately. After initial recognition, any such loans and borrowings are measured at amortized cost using the effective interest method, with the amortization recognized in finance costs. In August 2020, we executed the EIB Loan Agreement, with European Investment Bank (“EIB”) for a principal amount of €20.0 million, divided into three tranches of €7.0 million, €6.0 million, and €7.0 million (the “EIB Loan”). During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. Under the EIB Loan Agreement, the EIB Loan tranche balances are due six years from their respective disbursement dates. We received the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The loan is initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. The loan is subsequently measured at amortized cost, with the unwinding of the discount recorded in finance costs over the life of the loan. EIB Warrants Under the EIB Loan Agreement, EIB is entitled to an aggregate of 1,003,032 cash settled EIB Warrants with an exercise price of 1 DKK per warrant for all tranches (the “EIB Warrants”). On February 17, 2022, 351,036 EIB Warrants were issued to EIB as part of the drawdown of the first tranche of the EIB Loan. The EIB Warrants are part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial Instruments Standards (IAS) 32 and IFRS 9. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. EIB is entitled to elect net in cash settlement of its warrants at any time, and consequently a financial liability for the redemption amount is recognized. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The redemption amount is equal to the current share price. The remeasurements are presented as finance expense or finance income. | |
Leases | Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets. Leasehold improvements and Loan from lessor The Company’s lease contract comprises funding for the customization of the premises to the Company’s specific needs. The payment is determined based on the actual costs incurred for the customization, a repayment period of 8 years and an interest rate of 6% per annum. The Company has assessed whether this is a lease component, or a leasehold improvement funded by the lessor. We have considered the following factors: 1. Which party designed the customization 2. Which party had the right to direct changes to the work 3. Who is taking on the economic risk of the cost price of the work A third party has designed the project according to the Company’s instructions, and the Company had the right to direct changes to the work during the construction period. Further, the Company has the full economic risk of the work due to 1 :1 linkage between construction costs and payments to the lessor. Consequently, the Company has assessed that the customization is a leasehold improvement funded by the lessor and accordingly presented a leasehold improvement and a corresponding liability for the loan from the lessor. Right-of-use assets The Company recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs. Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the right-of-use asset using the straight-line method. In addition, right-of-use assets are reduced by impairment losses, if any, and adjusted for certain remeasurements. The Company’s right-of-use assets are presented within property and equipment, net. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the following payments, when applicable: ● fixed payments (including in-substance fixed payments), less any lease incentives receivable; ● variable lease payments (linked to an index or interest rate); ● expected payments under residual value guarantees; ● the exercise price of purchase options, where exercise is reasonably certain; ● lease payments in optional renewal periods, where exercise of extension options is reasonably certain; ● and penalty payments for the termination of a lease, if the lease term reflects the exercise of the respective termination option. The lease payments are discounted using the interest rate implicit in the lease if this rate can be readily determined. Otherwise, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of the lease liabilities are remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments). | |
Intangible assets | Intangible assets The Company recognized intangible assets for licenses. Licenses are measured at cost less cumulative amortization and impairment. Cost is measured at fair value of the consideration transferred with addition of transactions costs. If additional consideration is transferred to the seller due to meeting certain milestones, these payments are added to the cost price once the conditions for making the payments are met. The capitalized assets are amortized over their useful lives, which are determined on the basis of the expected pattern of consumption of the expected future economic benefits embodied in the license or similar development agreement. Amortization commences only once the necessary regulatory and marketing approval has been received for the product candidates to which they relate. To date, the Company has not received any regulatory and marketing approval for any of its product candidates. Consequently, the Company did not recognize any amortization expense for its intangible assets. | |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, as follows: Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years | |
Impairment of non-financial assets | Impairment of non-financial assets Assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. The Company has not | |
Provisions | Provisions Provisions are recognized when we have an existing legal or constructive obligation as a result of events occurring prior to or on the balance sheet date, and it is probable that the utilization of economic resources will be required to settle the obligation. Provisions are measured as the best estimate of the expense necessary to settle the obligation at the balance sheet date. Provisions that are estimated to mature after more than one year after the balance sheet date are measured at their present values, using a discount rate based on the Company’s risk adjusted incremental borrowing rate. | |
Financial instruments | Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are classified at initial recognition, including on the basis of the purpose for which the instrument was acquired and managed. This classification determines the valuation of the instruments. (i) Non-derivative financial assets Non-derivative financial assets are recognized initially on the date they are originated. The Company derecognizes non-derivative financial assets when the contractual rights to cash flows expire or it transfers the right to receive cash flows in a transaction which transfers substantially all the risks and rewards of ownership of the asset. The Company’s financial assets are initially recognized at fair value and subsequently measured at amortized cost less accumulated impairment losses. The Company holds the following categories of non-derivative financial assets: Receivables Receivables (including lease deposits, receivables and receivables from unpaid capital) represent the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). They are measured at amortized cost less impairment. Prepayments include expenditures related to future financial periods and are measured at amortized cost. Cash and cash equivalents Cash is comprised of cash on hand and in bank deposit accounts. Cash equivalents are instruments with original maturities of 90 days or less. The Company does not have any cash equivalents for the years ended December 31, 2022 and 2021. (ii) Non-derivative financial liabilities Non-derivative financial liabilities comprise other payables which are measured initially at fair value and subsequently at amortized cost. Trade Payables Trade payables and accruals relate to the Group’s purchase of products and services from various vendors in the normal course of business. Other Payables Other payables are comprised of payables to clinical research organizations, employee liabilities and other liabilities. The contract liabilities consist of CROs and vendor accruals. Employee cost liabilities are comprised of provision for holiday allowance, provision for salaries and other employee related provisions. Other liabilities consist of commitments and liabilities related to government grants received in advance. | |
Segment Information | Segment Information An operating segment is a part of the Company that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM for the Company is the Chief Executive Officer. The Company does not divide its operations into different segments and the CODM operates and manages the Company’s entire operations as one segment, which is consistent with the Company’s internal organization and reporting system. The Company does not have any revenue and there are no material non-current assets attributable to countries other than Denmark. | |
Shareholders' Equity | Shareholders’ Equity The share capital comprises the nominal amount of the company’s ordinary shares, each at a nominal value of DKK 1. Other reserves includes the share premium comprising the amount received, attributable to shareholders’ equity, in excess of the nominal amount of the shares issued at the company’s capital increases, reduced by any expenses directly attributable to the capital increases as well as translation reserves. Translation reserves include exchange rate adjustments of equity and intragroup receivables forming part of the net investments in our group enterprises. Accumulated deficit includes the accumulated profit or loss as well as well as the reserve for share-based payment representing the corresponding entries to the share-based payment recognized in the profit or loss, arising from our warrant programs. | |
Loss Per Share | Loss Per Share The calculation of basic loss per share is based on the Company’s net loss for the year attributable to shareholders of Evaxion Biotech A/S and on the weighted average number of ordinary shares outstanding during the year. The number of shares outstanding take in effect the 2 for 1 stock split and the 17 for 1 bonus share issuance on January 4, 2021. In calculating diluted loss per share, earnings and the average number of shares are adjusted for the dilutive effects of potential ordinary shares. Loss per share is not adjusted for any dilution that results in a loss per share that is lower than loss per ordinary share before dilution. | |
Standards issued but not yet effective | The implementation of the amendments did not give rise to changes to reported financial figures. Implemented standards ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at September 30, 2023 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION | |
Summary of estimated useful lives of assets | Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Risk Management | |
Schedule of contractual outflows of financial liabilities | December 31, 2022 (USD in thousands) Carrying Contractual amount cash flows <1 year 1 – 5 years >5 years Total Borrowings $ 8,000 $ 11,859 $ 360 $ 1,531 $ 9,968 $ 11,859 Lease payables 2,255 2,255 147 788 1,320 2,255 Trade payables 2,085 2,085 2,085 — — 2,085 Provisions 144 144 — — 144 144 Other payables 312 312 312 — — 312 Total $ 12,796 $ 16,655 $ 2,904 $ 2,319 $ 11,432 $ 16,655 December 31, 2021 (USD in thousands) Carrying Contractual amount cash flows <1 year 1 – 5 years >5 years Total Borrowings $ 1,170 $ 1,458 $ 192 $ 769 $ 497 $ 1,458 Lease payables 2,520 3,698 326 1,223 2,149 3,698 Trade payables 2,848 2,848 2,848 — — 2,848 Provisions 153 153 — — 153 153 Other payables 46 46 46 — — 46 Total $ 6,737 $ 8,203 $ 3,412 $ 1,992 $ 2,799 $ 8,203 |
Operating Activities (Tables)
Operating Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Activities | |
Schedule of research and development expense components | Years Ended December 31, 2022 2021 2020 (USD in thousands) Employee salary and benefit expenses, excluding share-based compensation $ 7,396 $ 6,794 $ 3,337 Share-based compensation expenses 760 1,051 1,496 Depreciation 512 273 92 External expenses 8,388 11,465 5,977 Total research and development expenses $ 17,056 $ 19,583 $ 10,902 |
Schedule of general and administrative expense components | Years Ended December 31, 2022 2021 2020 (USD in thousands) Employee salary and benefit expenses, excluding share-based compensation $ 1,983 $ 1,824 $ 1,098 Share-based compensation expenses 182 328 1,912 Professional and other fees 5,901 4,028 2,644 Depreciation 142 71 12 Total general and administrative expenses $ 8,208 $ 6,251 $ 5,666 |
Employees and Employee-Relate_2
Employees and Employee-Related Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employees and Employee-Related Costs | |
Schedule of number of employees | Years Ended December 31, 2022 2021 2020 Average number of full-time employees 60 53 33 Number of employees at end of period: Denmark and United States 63 61 35 Total employees, at end of period 63 61 35 |
Schedule of employee costs | Years Ended December 31, 2022 2021 2020 (USD in thousands) Wages and salaries $ 8,182 $ 7,558 $ 4,222 Cash bonus 789 668 — Share-based compensation expenses 942 1,379 3,408 Other social security expenses 19 28 17 Other staff expenses 389 364 196 Total $ 10,321 $ 9,997 $ 7,843 Years Ended December 31, 2022 2021 2020 (USD in thousands) Total Employee costs classified as: Research and development expenses $ 8,156 $ 7,845 $ 4,833 General and administrative expenses 2,165 2,152 3,010 Total $ 10,321 $ 9,997 $ 7,843 Years Ended December 31, 2022 2021 2020 (USD in thousands) Non-management employee benefit expenses classified as: Research and development expenses $ 6,639 $ 6,414 $ 4,009 General and administrative expenses 983 836 611 Total $ 7,622 $ 7,250 $ 4,620 |
Schedule of remuneration to the Board of Directors and Executive Management | Years Ended December 31, 2022 2021 2020 (USD in thousands) Remuneration to the Executive Management: Wages and salaries $ 1,970 $ 1,833 $ 1,298 Share-based compensation expenses 321 514 1,566 Total 2,291 2,347 2,864 Remuneration to the Board of Directors: Wages and salaries 379 313 — Share-based compensation expenses 29 87 359 Total 408 400 359 Remuneration to the Board of Directors and Executive Management classified as: Research and development expenses 1,517 1,431 824 General and administrative expenses 1,182 1,316 2,399 Total $ 2,699 $ 2,747 $ 3,223 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payments | ||
Schedule of granted warrants | Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2022 2,743,093 USD 1.50 (1) Warrants exercised (4) (351,515) USD 0.14 Warrants granted 260,000 USD 1.33 Warrants forfeited (82,381) USD 2.72 Warrants cancelled — — Warrants granted as at September 30, 2023 (3) 2,569,197 USD 1.47 (2) Warrants exercisable as at September 30, 2023 1,894,591 USD 1.11 (2) Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 (1) Warrants exercised (4) (345,548) USD 0.13 Warrants granted 161,000 USD 2.72 Warrants forfeited (16,623) USD 5.37 Warrants cancelled — — Warrants granted as at September 30, 2022 2,531,447 USD 1.32 (2) Warrants exercisable as at September 30, 2022 1,962,252 USD 0.57 (1) December 31, 2022 and 2021 USD and DKK end-rates used. (2) September 30, 2023 USD-end rate used. (3) Number of warrants exclude EIB Warrants referred to in Note 6. (4) The weighted average share price at the date of exercise was $1.40 and $2.31 for the nine months ended September 30, 2023 and 2022, respectively. | Weighted Weighted Average Average Remaining Number of Exercise Contractual warrants Price/Share Life (years) Warrants granted as at December 31, 2019 1,932,156 DKK1 17 Warrants granted 363,168 DKK1 Warrants forfeited (45,216) DKK1 Warrants cancelled (22,032) DKK1 Warrants granted as at December 31, 2020 2,228,076 DKK1 15 Warrants granted during 2021 (1) 63,802 DKK1 Warrants granted December 2021 523,599 USD 5.38 Warrants exercised (62,284) (2) DKK1 Warrants forfeited (10,178) DKK1 Warrants cancelled (10,397) DKK1 Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 13 Warrants granted 491,612 USD 2.24 Warrants exercised (388,181) (2) USD 2.42 Warrants forfeited (92,956) USD 1.28 Warrants cancelled — — Warrants granted as at December 31, 2022 (3) 2,743,093 USD 1.50 (4) 11 Warrants exercisable as at December 31, 2020 — Warrants exercisable as at December 31, 2021 2,072,122 Warrants exercisable as at December 31, 2022 (3) 1,988,106 (1) Of which 62,147 warrants were legally granted in June 2021 and the remaining 1,655 warrants were legally granted in December 2020. (2) The weighted average share price at the date of exercise were USD 2.42 and USD 5.59 for the years ended December 31, 2022 and 2021, respectively. (3) Number of warrants exclude EIB Warrants referred to in Note 19. (4) December 31, 2022 USD-end rate used. |
Schedule of assumptions have been applied for the warrants issued | September 30, September 30, 2023 2022 Expected term (in years) 5.0 – 7.0 6.5 Risk-free interest rate 4.60 – 4.61 % 3.97 – 4.06 % Expected volatility 85 % 85 % Share price $ 0.60 – 1.78 $ 1.71 – 3.03 | The following assumptions have been applied for the warrants issued during the year ended December 31, 2022: Expected term (in years) 6.5 Risk-free interest rate 3.66 % Expected volatility 85 % Share price $ 2.10 |
Schedule of share based compensation included in statements of comprehensive loss | Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 760 $ 1,051 $ 1,496 General and administrative expenses 182 328 1,912 Total $ 942 $ 1,379 $ 3,408 | |
Schedule of outstanding warrants by grant date | The following schedule specifies the outstanding warrants as at December 31, 2022: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 437,114 1 14 Grant (September 2017) 28.71 617,184 1 14 Grant (December 2017) 28.71 122,040 1 14 Grant (during 2018) 37.05 170,496 1 14 Grant (February 2019) 42.57 7,956 1 14 Grant (September 2019) 56.35 54,000 1 14 Grant (October 2019) 56.97 150,660 1 14 Grant (December 2020) 56.75 193,064 1 8 Grant (April 2021) 45.31 1,655 1 9 Grant (June 2021) 40.86 62,147 1 9 Grant (December 2021) 19.22 435,165 USD 5.38 9 Grant (March 2022) 13.46 35,000 USD 2.96 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 45,000 USD 1.83 9 Grant (September 2022) 10.46 11,000 USD 2.42 9 Grant (December 2022) 10.95 50,000 USD 2.23 9 Grant (December 2022) 10.95 330,612 USD 2.23 9 Granted at December 31, 2022 2,743,093 9 Warrants exercisable at December 31, 2022 1,988,106 The following schedule specifies the outstanding warrants as at December 31, 2021: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 701,356 1 15 Grant (September 2017) 28.71 617,184 1 15 Grant (December 2017) 28.71 122,040 1 15 Grant (during 2018) 37.05 174,564 1 15 Grant (February 2019) 42.57 7,956 1 15 Grant (September 2019) 56.35 54,000 1 15 Grant (October 2019) 56.97 150,660 1 15 Grant (December 2020) 56.75 317,457 1 9 Grant (April 2021) 45.31 1,655 1 10 Grant (June 2021) 40.86 62,147 1 10 Grant (December 2021) 19.22 523,599 USD 5.38 10 Granted at December 31, 2021 2,732,618 Warrants exercisable at December 31, 2021 2,732,618 The following schedule specifies the outstanding warrants as at December 31, 2020: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 712,332 1 16 Grant (April 2017) 24.05 13,896 1 16 Grant (September 2017) 28.71 617,184 1 16 Grant (December 2017) 28.71 127,044 1 16 Grant (during 2018) 37.05 181,836 1 16 Grant (February 2019) 42.57 7,956 1 16 Grant (September 2019) 56.35 54,000 1 16 Grant (October 2019) 56.97 150,660 1 16 Grant (December 2020) 56.75 363,168 1 11 Granted at December 31, 2020 2,228,076 1 15 Warrants exercisable at December 31, 2020 — | |
Schedule of share based awards to Board of Directors and Executive Management | The Board of Directors and Executive Management holding of share awards for the years ended December 31, 2020, 2021 and 2022 is shown below: Warrants held when Warrants held when Warrants held when becoming or leaving becoming or leaving becoming or leaving January 1, as a member December 31, as a member December 31, as a member December 31, 2020 of management Granted Forfeited 2020 of management Granted Exercised 2021 of management Granted Exercised Forfeited 2022 Thomas William Wylonis (former) (1) 342,612 (369,252) 26,640 — — 369,252 — — 369,252 — — (184,626) — 184,626 Steven Projan 24,436 — 18,612 — 42,048 — 4,583 — 46,631 — 5,000 — — 51,631 Roberto Prego 19,800 — 14,364 — 34,164 — 4,583 — 38,747 — 5,000 — — 43,747 Jo Ann Suzich (former) (7) — — 10,260 — 10,260 — — — 10,260 — — — — 10,260 Marianne Søgaard (2) — 65,952 28,368 — 94,320 — 9,167 — 103,487 — 10,000 — — 113,487 Helen Boudreau (former) (3) — — 5,436 — 5,436 — — (5,436) — — — — — — Kim Bjørnstrup (former) (4) — 5,868 5,868 — 5,868 — — — 5,868 — — — — 5,868 Lars Holtug — — — — — — 4,583 — 4,583 — 5,000 — — 9,583 Niels Iversen Møller — — — — — — — — — — 3,750 — — 3,750 Board of Directors in Total 385,848 (309,168) 109,548 — 561,348 — 22,916 (5,436) 578,828 — 28,750 (184,626) — 422,952 Lars Aage Staal Wegner 844,416 — 7,668 — 852,084 — 64,167 — 916,251 — — (62,736) (45,327) 808,188 Birgitte Rønø — — — — — 29,376 45,000 — 74,376 — 25,000 — — 99,376 Thomas Bogenrieder (former) (5) 49,572 (4,356) — (45,216) 4,356 — — — 4,356 — — — — 4,356 Erik Heegaard — — — — — — 97,564 — 97,564 — 25,000 — — 122,564 Glenn S. Vraniak (former) (6) 150,660 — — — 150,660 — — — 150,660 — — (112,995) — 37,665 Andreas Holm Mattsson — — — — — — — — — — 35,000 — — 35,000 Bo Karmark — — — — — — — — — 45,000 16,667 — — 61,667 Jesper Nyegaard Nissen — — — — — — — — — 25,000 20,833 — — 45,883 Niels Iversen Møller (8) — — — — — — — — — — 3,125 — — 3,125 Per Norlén — — — — — — — — — 50,000 3,125 — — 53,125 Executive Management in total 1,044,648 (4,356) — (45,216) 1,007,100 29,376 206,731 — 1,243,207 120,000 128,750 (175,731) (45,327) 1,270,899 (1) Former board member until June 30, 2020, 252 warrants were granted for services provided after retirement from the Board of Director position. (2) As of November 25, 2020, 26,964 warrants were granted for services provided before taking on the Board of Directors position. (3) Former board member from June 30, 2020 to May 25, 2021. (4) Former board member from June 30, 2020 to November 4, 2020. (5) Part of Executive Management until March 31, 2020. (6) Mr. Vraniak resigned as the Chief Financial Officer of the Company effective November 1, 2021. (7) Board member until May 25, 2021. (8) Became a Board member in 2022 . |
Financial Income and Expenses (
Financial Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Income and Expenses | |
Schedule of financial income and expenses | Years Ended December 31, 2022 2021 2020 (USD in thousands) Financial income: Interest income, bank $ 13 $ — $ — Change in fair value of warrant liability 395 — — Foreign exchange gains 2,423 2,039 216 Total financial income 2,831 2,039 216 Financial expenses: Interest expenses (34) (5) (29) Interest expenses, lease liabilities (176) (123) — Interest expenses, loan from lessor (588) (31) — Foreign exchange losses (710) (756) (194) Total financial expenses (1,508) (915) (223) Net financial items $ 1,323 $ 1,124 $ (7) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of tax expense | Years Ended December 31, 2022 2021 2020 (USD in thousands) Income tax expense/(benefit) $ (772) $ (178) $ (1,557) Total income taxes for the year $ (772) $ (178) $ (1,557) |
Schedule of reconciliation of effective tax rate | Years Ended December 31, 2022 2021 2020 Statutory corporate income tax rate in Denmark 22 % 22 % 22 % Difference in corporate income tax rate in subsidiaries — % — % — % Non-deductible income / (expenses) (1) % — % (1) % Non-taxable income / (expenses) — % — % 1 % Additional tax deduction R&D expenses 4 % 6 % 3 % Tax credit research and development expenditures (5) % (4) % 9 % Change in deferred tax asset not capitalized (16) % (23) % (25) % Total effective tax rate 4 % 1 % 9 % |
Schedule of deferred tax in the statements of financial position | Years Ended December 31, 2022 2021 2020 (USD in thousands) Deferred Tax Positions: Warrants $ 739 $ 2,118 $ 4,289 Loss carry forward 13,581 9,530 3,759 Research and development expenditures — — 262 Other items (214) (98) (6) Deferred tax assets not recognized (14,106) (11,550) (8,042) Total Deferred Tax $ — $ — $ 262 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and Diluted Loss Per Share | |
Schedule of basic and diluted loss per share | Years Ended December 31, 2022 2021 2020 (USD in thousands, except share amounts and per share amounts) Loss per share before and after dilution Net loss attributable to shareholders of Evaxion Biotech A/S $ (23,169) $ (24,532) $ (15,018) Weighted-average number of ordinary shares outstanding 23,638,685 19,493,143 15,434,758 Loss per share before and after dilution $ (0.98) $ (1.26) $ (0.97) |
Schedule of potential shares are anti-dilutive and excluded from the weighted average number of shares | Years Ended December 31, 2022 2021 2020 Warrants 2,743,093 2,732,618 2,228,076 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Intangible Assets Total (USD in thousands) Cost at December 31, 2021 $ 93 $ 93 Additions during the year — — Exchange rate adjustments (6) (6) Cost at December 31, 2022 87 87 Amortization at December 31, 2021 — — Impairment for the year (87) (87) Exchange rate adjustments — — Amortization at December 31, 2022 (87) (87) Carrying amount at December 31, 2022 $ — $ — Intangible Assets Total (USD in thousands) Cost at December 31, 2020 $ 100 $ 100 Additions during the year — — Exchange rate adjustments (7) (7) Cost at December 31, 2021 93 93 Amortization at December 31, 2020 — — Amortization for the year — — Exchange rate adjustments — — Amortization at December 31, 2021 — — Carrying amount at December 31, 2021 $ 93 $ 93 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net | |
Schedule of property and equipment | Other Leasehold Property Equipment Improvements Total (USD in thousands) Cost at December 31, 2021 $ 2,756 $ 1,225 $ 1,567 $ 5,548 Additions during the year — 220 156 376 Disposals during the year — — — — Exchange rate adjustments (163) (77) (91) (331) Cost at December 31, 2022 2,593 1,368 1,632 5,593 Depreciation at December 31, 2021 $ (155) $ (161) $ (58) $ (374) Depreciation for the year (234) (196) (141) (571) Depreciation revaluation during the year 15 — — 15 Exchange rate adjustments 5 5 2 12 Depreciation at December 31, 2022 (369) (352) (197) (918) Carrying amount at December 31, 2022 $ 2,224 $ 1,016 $ 1,435 $ 4,675 Carrying amount of right-of-use assets at December 31, 2022 $ 2,224 $ — $ — $ 2,224 Other Leasehold Property Equipment Improvements Total (USD in thousands) Cost at December 31, 2020 $ 257 $ 263 $ — $ 520 Additions during the year 2,891 1,025 1,634 5,550 Disposals during the year (244) — — (244) Exchange rate adjustments (148) (63) (67) (278) Cost at December 31, 2021 2,756 1,225 1,567 5,548 Depreciation at December 31, 2020 $ (237) $ (62) $ — $ (299) Depreciation for the year (179) (105) (59) (343) Depreciation reversed on disposals during the year 244 — — 244 Exchange rate adjustments 17 6 1 24 Depreciation at December 31, 2021 (155) (161) (58) (374) Carrying amount at December 31, 2021 $ 2,601 $ 1,064 $ 1,509 $ 5,174 Carrying amount of right-of-use assets at December 31, 2021 $ 2,601 $ — $ — $ 2,601 Depreciation included in the statement of comprehensive loss: Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 446 $ 270 $ 90 General and administrative expenses 125 73 15 Total depreciation included in the statement of comprehensive loss $ 571 $ 343 $ 105 Total accumulated depreciation of right-of-use assets at December 31, $ 369 $ 155 $ 236 |
Prepayments and other receiva_2
Prepayments and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments and other receivables | |
Schedule of prepayments and other receivables | December 31, 2022 2021 (USD in thousands) VAT receivables $ 287 $ 387 Prepayments 2,494 638 Other receivables 10 113 Total prepayments and other receivables $ 2,791 $ 1,138 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables | |
Schedule of other payables | December 31, 2022 2021 (USD in thousands) Employee cost liabilities 353 989 Other liabilities 312 46 Total other payables $ 665 $ 1,035 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents | |
Schedule of cash and cash equivalents | December 31, 2022 2021 (USD in thousands) Cash and cash equivalents $ 13,184 $ 32,166 Total cash and cash equivalents $ 13,184 $ 32,166 |
Schedule of changes in net working capital | December 31, 2022 2021 2020 (USD in thousands) Changes in receivables and tax receivables $ (1,486) $ 1,863 $ (2,501) Changes in trade payables (599) (647) 1,798 Changes in other payables (792) 21 918 Changes in net working capital $ (2,877) $ 1,237 $ 215 |
Schedule of adjustments for non-cash items | Year Ended December 31, 2022 2021 2020 (USD in thousands) Income taxes $ (772) $ (178) $ (1,557) Tax credit schemes accounted for as grants (226) (12) (510) Depreciation 571 344 105 Impairment 87 — — Interest income (13) — — Interest expense 798 159 30 Share-based compensation expenses 942 1,379 3,408 Acquisition of property, plant and equipment — (90) — Gain in change from fair value of warrant liability (395) — — Other adjustments: Other adjustments, primarily exchange rate adjustments (1,315) (1,061) 107 Total adjustments for non-cash items $ (323) $ 541 $ 1,583 |
Schedule of reconciliation of liabilities from financing activities | December 31, Accumulated Transaction Exchange rate December 31, (USD in thousands) 2021 Cash flows interest Costs Additions adjustment 2022 Lease liabilities $ 2,520 $ (305) $ 176 $ — $ 15 $ (151) $ 2,255 Borrowings 1,170 7,730 524 (1,117) 84 (391) 8,000 Provisions 153 — — — — (9) 144 Total liabilities from financing activities $ 3,843 $ 7,425 $ 700 $ (1,117) $ 99 $ (551) $ 10,399 December 31, Accumulated Transaction Exchange rate December 31, (USD in thousands) 2020 Cash flows interest Costs Additions adjustment 2021 Lease liabilities $ 20 $ (226) $ 123 $ — $ 2,731 $ (128) $ 2,520 Borrowings — — 31 — 1,269 (130) 1,170 Provisions — — — — 161 (8) 153 Total liabilities from financing activities $ 20 $ (226) $ 154 $ — $ 4,161 $ (266) $ 3,843 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of carrying amounts of right-of-use assets and lease liabilities and the movements | Right-of-Use Asset Lease Liabilities (USD in thousands) At December 31, 2021 $ 2,601 $ 2,520 Additions — 15 Depreciation (214) — Interest Expense — 176 Payments — (305) Translation (163) (151) At December 31, 2022 $ 2,224 $ 2,255 Right-of-Use Asset Lease Liabilities (USD in thousands) At December 31, 2020 $ 20 $ 20 Additions 2,891 2,731 Depreciation (179) — Interest Expense — 123 Payments — (226) Translation (131) (128) At December 31, 2021 $ 2,601 $ 2,520 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Borrowings. | ||
Schedule of borrowings | Borrowings are summarized as follows (in thousands): September 30, December 31, 2023 2022 Loan from lessor $ 1,016 $ 1,068 EIB Loan 7,123 6,932 Total Borrowings 8,139 8,000 Less: Borrowings, current portion (150) (136) Total Borrowings, net of current portion $ 7,989 $ 7,864 | December 31, 2022 2021 Loan from lessor $ 1,068 $ 1,170 EIB Loan 6,932 — Total Borrowings 8,000 1,170 Less: Borrowings, current portion (136) (126) Total Borrowings, net of current portion $ 7,864 $ 1,044 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Schedule of changes to the warrant liability | The following table sets forth the changes to the warrant liability (in thousands): Warrant Liability (USD in thousands) Carrying amount at January 1, 2023 $ 573 Remeasurement of warrant liability (323) Foreign currency translation 2 Carrying amount at September 30, 2023 $ 252 Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability — Foreign currency translation (126) Carrying amount at September 30, 2022 $ 881 | Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability (395) Foreign currency translation (39) Carrying amount at December 31, 2022 $ 573 |
Capital Structure and Financi_2
Capital Structure and Financial Matters (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capital Structure and Financial Matters | ||
Schedule of changes in the share capital | Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2022 24,139,413 24,139 Capital increase at January 4, 2023 (JonesTrading sales agreement) 634,413 634 Capital increase at January 5, 2023 (JonesTrading sales agreement) 94,278 94 Capital increase at January 20, 2023 (JonesTrading sales agreement) 259,407 259 Capital increase at January 24, 2023 (JonesTrading sales agreement) 151,335 151 Capital increase at February 7, 2023 (JonesTrading sales agreement) 96,271 96 Capital increase at February 9, 2023 (JonesTrading sales agreement) 1,003,802 1,004 Capital increase at February 13, 2023 (JonesTrading sales agreement) 42,808 43 Capital increase at March 3, 2023 (JonesTrading sales agreement) 16,280 16 Exercised warrants, May 17, 2023 134,730 135 Exercised warrants, May 24, 2023 51,125 51 Exercised warrants, June 1, 2023 150,000 150 Capital increase at June 5, 2023 (JonesTrading sales agreement) 861,614 862 Exercised warrants, June 30, 2023 4,824 5 Capital increase at July 18, 2023 (JonesTrading sales agreement) 11,348 11 Exercised warrants, September 13, 2023 10,836 11 Capital increase at September 22, 2023 (JonesTrading sales agreement) 54,099 54 Capital increase at September 26, 2023 (JonesTrading sales agreement) 51,750 52 Capital increase at September 27, 2023 (JonesTrading sales agreement) 45,807 46 Share capital, September 30, 2023 27,814,140 27,814 | Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2019 15,184,152 15,184 Capital increase at September 17, 2020 (issuance of shares for cash) 745,380 745 Capital increase at October 15, 2020 (issuance of shares for cash) 269,136 269 Share capital, December 31, 2020 16,198,668 16,198 Capital increase at February 9, 2021 (for initial public offering) 3,000,000 3,000 Capital increase at November 9, 2021 (for follow-on offering) 3,942,856 3,943 Capital increase November 2021 (exercised warrants) 62,284 63 Share capital, December 31, 2021 23,203,808 23,204 Capital increase April 2022 (exercised warrants) 54,072 54 Capital increase June 2022 (exercised warrants) 92,313 92 Capital increase June 2022 (exercised warrants) 37,665 38 Capital increase at June 7, 2022 (LPC purchase agreement) 428,572 429 Capital increase June 2022 (exercised warrants) 17,264 17 Capital increase August 2022 (exercised warrants) 92,313 92 Capital increase August 2022 (exercised warrants) 41,085 41 Capital increase September 2022 (exercised warrants) 10,836 11 Capital increase at October 13, 2022 (JonesTrading sales agreement) 23,405 23 Capital increase at October 17, 2022 (JonesTrading sales agreement) 26,396 26 Capital increase at October 20, 2022 (JonesTrading sales agreement) 64,601 65 Capital increase at December 5, 2022 (exercised warrants) 42,633 43 Capital increase at December 29, 2022 (JonesTrading sales agreement) 4,450 4 Share capital, December 31, 2022 24,139,413 24,139 December 31, 2022 2021 (USD in thousands) Authorized, issued and fully paid 24,139,413 (2021: 23,203,808) ordinary shares of DKK 1 each (2021: ordinary shares of DKK 1 each) $ 3,886 $ 3,755 Total share capital $ 3,886 $ 3,755 |
Schedule of Executive Management's and Board of Director's holding of shares | Number of ordinary shares owned 2022 2021 2020 Per Norlén — — — Bo Karmark 2,000 — — Jesper Nyegaard Nissen — — — Birgitte Rønø — — — Erik Deichmann Heegaard — — — Andreas Holm Mattsson 4,071,961 4,163,832 4,163,832 Niels Iversen Møller — 4,292,604 4,292,604 Lars Aage Staal Wegner (former) 82,124 182,124 182,124 Executive Management in total 4,156,085 8,638,560 8,638,560 Number of ordinary shares owned 2022 2021 2020 Niels Iversen Møller 4,196,840 — — Roberto Prego 310,248 310,248 310,248 Thomas William Wylonis (former) — — 485,676 Lars Holtug — — — Marianne Søgaard 41,652 41,652 41,652 Steven Projan 27,288 27,288 27,288 Board of Directors in total 4,576,028 379,188 864,864 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Schedule of transactions with related parties | December 31, 2022 2021 2020 (USD in thousands) The Company’s transactions with other related parties: Balances with related parties at year-end (asset): Prepaid rent and deposit for a leased property from a related party $ — $ — $ 7 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Schedule of contractual commitments | December 31, 2022 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 598 $ 56 $ 904 $ — $ 1,558 Total — $ 598 $ 56 $ 904 $ — $ 1,558 December 31, 2021 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 72 $ 72 $ — $ — $ 72 Total — $ 72 $ 72 $ — $ — $ 72 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Provisions | |
Schedule of change in provisions. | Provisions (USD in thousands) Carrying amount at January 1, 2022 $ 153 Provisions recognized — Additions — Utilization of provision — Change in the provision — Currency adjustment (9) Carrying amount at December 31, 2022 $ 144 Provisions (USD in thousands) Carrying amount at January 1, 2021 $ — Provisions recognized 161 Additions — Utilization of provision — Change in the provision — Currency adjustment (8) Carrying amount at December 31, 2021 $ 153 |
Fees to auditors (Tables)
Fees to auditors (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fees to auditors | |
Schedule of fees to independent registered public accounting firm | December 31, 2022 2021 (USD in thousands) Audit fees $ 172 $ 177 Audit related fees 50 108 Other fees 156 328 Total fees $ 378 $ 613 |
General Company Information (De
General Company Information (Details) kr / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||
Oct. 20, 2022 DKK (kr) shares | Oct. 20, 2022 DKK (kr) $ / shares | Oct. 13, 2022 shares | Oct. 03, 2022 USD ($) | Jun. 07, 2022 USD ($) $ / shares shares | Nov. 09, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Feb. 05, 2021 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) kr / shares | Oct. 31, 2022 DKK (kr) | Aug. 31, 2022 kr / shares | Jul. 07, 2022 | Jun. 07, 2022 kr / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 kr / shares | Nov. 30, 2021 DKK (kr) | Nov. 19, 2021 | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Feb. 05, 2021 DKK (kr) kr / shares shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
General Company Information | |||||||||||||||||||||||||||||
Share capital | $ 4,415 | $ 3,886 | kr 24,139,413 | $ 3,755 | kr 23,141,524 | kr 19,198,668 | |||||||||||||||||||||||
American Depositary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of shares issued and sold | 114,402 | 114,402 | 3,323,212 | ||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 300 | $ 6,000 | |||||||||||||||||||||||||||
Ordinary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of shares issued and sold | 269,136 | 745,380 | |||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 8.89 | $ 8.89 | |||||||||||||||||||||||||||
Ordinary shares authorized on capital | 19,198,668 | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | |||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 2,400 | $ 6,600 | |||||||||||||||||||||||||||
Share capital | kr | kr 24,092,330 | $ 24,092,330 | kr 24,139,413 | kr 23,141,524 | kr 19,198,668 | ||||||||||||||||||||||||
IPO | American Depositary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of shares issued and sold | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
Aggregate proceeds from IPO | $ | $ 25,300 | ||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 25,300 | $ 25,300 | |||||||||||||||||||||||||||
IPO | Ordinary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Ordinary shares authorized on capital | 3,000,000 | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||||
Follow-on public offering | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | ||||||||||||||||||||||||||||
Follow-on public offering | American Depositary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of shares issued and sold | 3,942,856 | 3,942,856 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 24,900 | $ 24,900 | |||||||||||||||||||||||||||
Share capital | kr | kr 23,141,524 | ||||||||||||||||||||||||||||
Underwriters option to purchase shares | American Depositary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of shares issued and sold | 514,285 | 514,285 | |||||||||||||||||||||||||||
Lincoln Park Purchase Agreement [Member] | American Depositary Shares [Member] | |||||||||||||||||||||||||||||
General Company Information | |||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.80 | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||||
Number of shares issued as commitment fee | 428,572 | ||||||||||||||||||||||||||||
Value of shares issued as commitment fee | $ | $ 1,200 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 21, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) | Dec. 29, 2022 USD ($) shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Jun. 07, 2022 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) shares | Sep. 30, 2020 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 21, 2023 kr / shares | Dec. 21, 2023 $ / shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 kr / shares | Dec. 29, 2022 kr / shares | Aug. 31, 2022 kr / shares | Jul. 07, 2022 | Jun. 07, 2022 kr / shares | Dec. 31, 2021 kr / shares | Feb. 05, 2021 kr / shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Income from collaboration | $ 14,000,000 | ||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 6,127,000 | $ 48,000 | $ 428,000 | $ 53,854,000 | $ 9,019,000 | ||||||||||||||||||||||
ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | ||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Period of agreement (in months) | 36 months | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 700,000 | $ 7,800,000 | |||||||||||||||||||||||||
Commitment fee payable | 1,100,000 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | 6,000,000 | |||||||||||||||||||||||||
Purchase Agreement To Sell Convertible Notes, Value | $ 20,000,000 | ||||||||||||||||||||||||||
ADS | Entered into financing agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 5,300,000 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 20,000,000 | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 700,000 | ||||||||||||||||||||||||||
Agreement term | 36 months | ||||||||||||||||||||||||||
Commitment fee payable | $ 1,100,000 | ||||||||||||||||||||||||||
Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 269,136 | 745,380 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | |||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 2,400,000 | $ 6,600,000 | |||||||||||||||||||||||||
Lincoln Park Purchase Agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Agreement term | 36 months | ||||||||||||||||||||||||||
Lincoln Park Purchase Agreement | ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 40,000,000 | ||||||||||||||||||||||||||
Period of agreement (in months) | 36 months | ||||||||||||||||||||||||||
Purchase Agreement To Sell Shares, Maximum Shares In Single Transaction | $ 1,500,000 | ||||||||||||||||||||||||||
Value of shares issued as commitment fee | $ 1,200,000 | ||||||||||||||||||||||||||
Market price above which purchase agreement depends on (in $ per share) | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Number of shares issued as commitment fee | shares | 428,572 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | ||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 9,968 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 114,403 | |||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | ||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 14,400,000 | ||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||||||||||
Threshold period of prior notice to terminate agreement | 10 days | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 7,800,000 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 14,400,000 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | |||||||||||||||||||||||||
Private placement | Warrant | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | ||||||||||||||||||||||||||
Ordinary shares par value | $ / shares | $ 0.544 | ||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | 6,900,000 | ||||||||||||||||||||||||||
Debt instrument term | 3 years | ||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.707 | ||||||||||||||||||||||||||
Private placement | Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 5,300,000 | $ 5,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - EBI loan (Details) $ in Thousands, € in Millions | 1 Months Ended | |||||||
Feb. 17, 2022 USD ($) shares | Feb. 17, 2022 EUR (€) shares | Feb. 17, 2022 kr / shares shares | Aug. 31, 2020 USD ($) tranche | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2020 EUR (€) tranche | |
Summary of Significant Accounting Policies | ||||||||
Borrowings | $ | $ 8,139 | $ 8,000 | $ 1,170 | |||||
EIB Loan Agreement | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 20,000 | € 20 | ||||||
Number of tranches | tranche | 3 | 3 | ||||||
Term from disbursement dates | 6 years | |||||||
Debt instrument term | 6 years | 6 years | ||||||
Issuable cash settled warrants | 1,003,032 | 1,003,032 | 1,003,032 | |||||
Exercise price per warrant | kr / shares | kr 1 | |||||||
Number of warrants issued | 351,036 | 351,036 | ||||||
Tranche One | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 7,000 | € 7 | ||||||
Proceeds from borrowings | $ 7,800 | € 7 | ||||||
Tranche Two | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | 6,000 | 6 | ||||||
Tranche Three | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 7,000 | € 7 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Retrospective effect of share split and bonus share issuance (Details) | Jan. 04, 2021 |
Summary of Significant Accounting Policies | |
Stock split on bonus issue of shares | 2 |
Bonus share issuance | 17 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounting for joint operation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Southern Denmark University collaboration agreement | |
Disclosure of joint operations [line items] | |
Compensation cost | $ 0.3 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Leasehold improvements and Loan from lessor (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Repayment loan, term | 8 years |
Loan, interest rate | 6% |
Correlation between construction costs and payments to lessor | 100% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Estimated useful lives of assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful lives | 11 years |
Other Property Plant And Equipment [Member] | Minimum [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful lives | 5 years |
Other Property Plant And Equipment [Member] | Maximum [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful lives | 10 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Impairment of non-financial assets (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies | |
Impairment loss | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Summary of Significant Accounting Policies | |
Number of operating business segments | 1 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Loss Per Share (Details) | Jan. 04, 2021 |
Summary of Significant Accounting Policies | |
Stock split on bonus issue of shares | 2 |
Bonus share issuance | 17 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Liquidity risk (Details) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 29, 2022 USD ($) $ / shares shares | Dec. 29, 2022 DKK (kr) kr / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 20, 2022 USD ($) $ / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Oct. 03, 2022 DKK (kr) | Jun. 07, 2022 kr / shares $ / shares | Nov. 09, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Feb. 05, 2021 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 DKK (kr) shares | Jul. 31, 2023 kr / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) kr / shares | Oct. 31, 2022 DKK (kr) | Sep. 30, 2022 USD ($) | Aug. 31, 2022 kr / shares | Jul. 07, 2022 | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 kr / shares | Nov. 30, 2021 DKK (kr) | Nov. 19, 2021 | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Feb. 05, 2021 DKK (kr) kr / shares | Jan. 04, 2021 kr / shares | Dec. 31, 2020 USD ($) | Aug. 10, 2020 kr / shares | Dec. 31, 2019 USD ($) | |
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ 2,605,000 | $ 13,184,000 | $ 17,853,000 | $ 32,166,000 | $ 5,834,000 | $ 9,559,000 | ||||||||||||||||||||||||||||||||
Equity | (2,734,000) | $ 2,535,000 | 8,303,000 | 13,548,000 | $ (20,150,000) | 32,437,000 | 7,038,000 | 9,362,000 | ||||||||||||||||||||||||||||||
Registered share capital (in DKK) | kr | kr 24,139,413 | |||||||||||||||||||||||||||||||||||||
Share capital | 4,415,000 | 3,886,000 | kr 24,139,413 | 3,755,000 | kr 23,141,524 | kr 19,198,668 | ||||||||||||||||||||||||||||||||
Outstanding share capital (in DKK) | $ (2,734,000) | $ 2,535,000 | $ 8,303,000 | $ 13,548,000 | $ (20,150,000) | $ 32,437,000 | $ 7,038,000 | $ 9,362,000 | ||||||||||||||||||||||||||||||
American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 114,402 | 114,402 | 3,323,212 | 3,323,212 | ||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 2.76 | $ 1.79 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | $ 6,000,000 | ||||||||||||||||||||||||||||||||||||
Increase in share capital | kr | kr 114,402 | kr 3,323,212 | ||||||||||||||||||||||||||||||||||||
Par value per share | kr / shares | kr 1 | |||||||||||||||||||||||||||||||||||||
Ordinary Shares | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 269,136 | 745,380 | ||||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 8.89 | $ 8.89 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 2,400,000 | $ 6,600,000 | ||||||||||||||||||||||||||||||||||||
Share capital | kr | kr 24,092,330 | kr 24,092,330 | kr 24,139,413 | kr 23,141,524 | kr 19,198,668 | |||||||||||||||||||||||||||||||||
Par value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | ||||||||||||||||||||||||||||||||
IPO | American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 25,300,000 | $ 25,300,000 | ||||||||||||||||||||||||||||||||||||
IPO | Ordinary Shares | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Par value per share | kr / shares | kr 1 | |||||||||||||||||||||||||||||||||||||
Follow-on public offering | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | |||||||||||||||||||||||||||||||||||||
Follow-on public offering | American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 3,942,856 | 3,942,856 | ||||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 7 | $ 7 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 24,900,000 | $ 24,900,000 | ||||||||||||||||||||||||||||||||||||
Share capital | kr | kr 23,141,524 | |||||||||||||||||||||||||||||||||||||
Underwriters option to purchase shares | American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 514,285 | 514,285 | ||||||||||||||||||||||||||||||||||||
Lincoln Park Purchase Agreement [Member] | American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 2.80 | |||||||||||||||||||||||||||||||||||||
Par value per share | kr / shares | $ 1 | |||||||||||||||||||||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | |||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 4,450 | 4,450 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 9,968 | |||||||||||||||||||||||||||||||||||||
Increase in share capital | kr | kr 4,450 | |||||||||||||||||||||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | American Depositary Shares [Member] | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Aggregate value of shares to sell | $ 14,400,000 | |||||||||||||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | |||||||||||||||||||||||||||||||||||||
Threshold period of prior notice to terminate agreement | 10 days | 10 days | ||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | shares | 4,450 | 4,450 | 114,403 | 114,403 | ||||||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 2.24 | $ 2.76 | ||||||||||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Increase in share capital | kr | kr 114,403 | |||||||||||||||||||||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | Ordinary Shares | ||||||||||||||||||||||||||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||||||||||||||||||||||||||
Par value per share | kr / shares | kr 1 | kr 1 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - IPO (Details) kr / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||
Oct. 20, 2022 DKK (kr) shares | Oct. 20, 2022 DKK (kr) $ / shares | Oct. 13, 2022 shares | Oct. 03, 2022 USD ($) | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jul. 31, 2023 kr / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 DKK (kr) kr / shares shares | Dec. 29, 2022 DKK (kr) | Oct. 31, 2022 DKK (kr) | Sep. 30, 2022 USD ($) | Aug. 31, 2022 kr / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 kr / shares | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Feb. 05, 2021 DKK (kr) kr / shares shares | Jan. 04, 2021 kr / shares | Dec. 31, 2020 USD ($) shares | Aug. 10, 2020 kr / shares | Dec. 31, 2019 USD ($) shares | |
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||||||||||||||
Registered share capital (in DKK) | kr | kr 24,139,413 | ||||||||||||||||||||||||
Share capital | $ 4,415 | $ 3,886 | kr 24,139,413 | $ 3,755 | kr 23,141,524 | kr 19,198,668 | |||||||||||||||||||
Outstanding share capital (in DKK) | $ | $ (2,734) | $ 2,535 | $ 8,303 | $ 13,548 | $ (20,150) | $ 32,437 | $ 7,038 | $ 9,362 | |||||||||||||||||
American Depositary Shares [Member] | |||||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||||||||||||||
Number of shares issued and sold | 114,402 | 114,402 | 3,323,212 | ||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 2.76 | $ 1.79 | |||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 300 | $ 6,000 | |||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | ||||||||||||||||||||||||
Ordinary Shares [Member] | |||||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||||||||||||||
Number of shares issued and sold | 269,136 | 745,380 | |||||||||||||||||||||||
Price per share issued as commitment fee | $ / shares | $ 8.89 | $ 8.89 | |||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ | $ 2,400 | $ 6,600 | |||||||||||||||||||||||
Share capital | kr | kr 24,092,330 | $ 24,092,330 | kr 24,139,413 | kr 23,141,524 | kr 19,198,668 | ||||||||||||||||||||
Shares registered (in shares) | 19,198,668 | ||||||||||||||||||||||||
Number of shares issued (in shares) | 27,814,140 | 24,139,413 | 24,139,413 | 23,203,808 | 19,198,668 | 16,198,668 | 15,184,152 | ||||||||||||||||||
Shares outstanding (in shares) | 19,198,668 | ||||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Contractual undiscounted outflows (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | $ 12,796 | $ 6,737 |
Contractual cash flow | 16,655 | 8,203 |
Less than one year | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 2,904 | 3,412 |
1-5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 2,319 | 1,992 |
Greater than 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 11,432 | 2,799 |
Lease liabilities | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | 2,255 | 2,520 |
Contractual cash flow | 2,255 | 3,698 |
Lease liabilities | Less than one year | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 147 | 326 |
Lease liabilities | 1-5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 788 | 1,223 |
Lease liabilities | Greater than 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 1,320 | 2,149 |
Trade payables | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | 2,085 | 2,848 |
Contractual cash flow | 2,085 | 2,848 |
Trade payables | Less than one year | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 2,085 | 2,848 |
Provision | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | 144 | 153 |
Contractual cash flow | 144 | 153 |
Provision | Greater than 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 144 | 153 |
Other payables | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | 312 | 46 |
Contractual cash flow | 312 | 46 |
Other payables | Less than one year | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 312 | 46 |
Borrowings, | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Carrying amount | 8,000 | 1,170 |
Contractual cash flow | 11,859 | 1,458 |
Borrowings, | Less than one year | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 360 | 192 |
Borrowings, | 1-5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | 1,531 | 769 |
Borrowings, | Greater than 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Contractual cash flow | $ 9,968 | $ 497 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Purchase Agreement (Details) $ in Thousands | Jul. 31, 2023 | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) | Dec. 29, 2022 DKK (kr) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 07, 2022 DKK (kr) | Dec. 31, 2021 USD ($) | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||
Share capital | $ 4,415 | $ 3,886 | kr 24,139,413 | $ 3,755 | kr 23,141,524 | kr 19,198,668 | ||||||||
Equity | $ | $ (2,734) | $ 2,535 | $ 8,303 | $ 13,548 | $ (20,150) | $ 32,437 | $ 7,038 | $ 9,362 | ||||||
Registered share capital (in DKK) | kr 24,139,413 | |||||||||||||
American Depositary Shares [Member] | ||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||
Period of agreement (in months) | 36 months | |||||||||||||
American Depositary Shares [Member] | Purchase Agreement | ||||||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||||||
Share capital | kr 23,686,452 |
Operating Activities (Details)
Operating Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||||||
Share-based compensation expenses | $ 100 | $ 200 | $ 400 | $ 700 | $ 942 | $ 1,379 | $ 3,408 |
Recognized government grants as a reduction of research and development expenses | 500 | 300 | 800 | ||||
Research and development expenses | |||||||
Operating Activities | |||||||
Employee salary and benefit expenses, excluding share-based compensation | 7,396 | 6,794 | 3,337 | ||||
Share-based compensation expenses | 760 | 1,051 | 1,496 | ||||
Depreciation | 512 | 273 | 92 | ||||
External expenses | 8,388 | 11,465 | 5,977 | ||||
Total research and development expenses | 17,056 | 19,583 | 10,902 | ||||
General and administrative expense | |||||||
Operating Activities | |||||||
Employee salary and benefit expenses, excluding share-based compensation | 1,983 | 1,824 | 1,098 | ||||
Share-based compensation expenses | 182 | 328 | 1,912 | ||||
Professional fees expense | 5,901 | 4,028 | 2,644 | ||||
Depreciation | 142 | 71 | 12 | ||||
Total research and development expenses | $ 8,208 | $ 6,251 | $ 5,666 |
Employees and Employee-Relate_3
Employees and Employee-Related Costs - Number of employees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employees and Employee-Related Costs | |||
Average number of full-time employees | 60 | 53 | 33 |
Number of employees at end of period: | |||
Number of employees, including consultants, by country at end of period: | 63 | 61 | 35 |
Denmark and United States | |||
Number of employees at end of period: | |||
Number of employees, including consultants, by country at end of period: | 63 | 61 | 35 |
Employees and Employee-Relate_4
Employees and Employee-Related Costs - Employee Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employees and Employee-Related Costs | |||||||
Wages and salaries | $ 8,182 | $ 7,558 | $ 4,222 | ||||
Cash bonus | 789 | 668 | |||||
Share-based compensation expenses | $ 100 | $ 200 | $ 400 | $ 700 | 942 | 1,379 | 3,408 |
Other social security expenses | 19 | 28 | 17 | ||||
Other staff expenses | 389 | 364 | 196 | ||||
Total Employee cost | 10,321 | 9,997 | 7,843 | ||||
Non-management employee benefit expense | 7,622 | 7,250 | 4,620 | ||||
Research and development expenses | |||||||
Employees and Employee-Related Costs | |||||||
Share-based compensation expenses | 760 | 1,051 | 1,496 | ||||
Total Employee cost | 8,156 | 7,845 | 4,833 | ||||
Non-management employee benefit expense | 6,639 | 6,414 | 4,009 | ||||
General and administrative expense | |||||||
Employees and Employee-Related Costs | |||||||
Share-based compensation expenses | 182 | 328 | 1,912 | ||||
Total Employee cost | 2,165 | 2,152 | 3,010 | ||||
Non-management employee benefit expense | $ 983 | $ 836 | $ 611 |
Employees and Employee-Relate_5
Employees and Employee-Related Costs - Board of Directors and Executive Management (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 employee | Jan. 31, 2019 employee | Dec. 31, 2022 USD ($) employee | Dec. 31, 2021 USD ($) employee | Dec. 31, 2020 USD ($) employee | |
Employees and Employee-Related Costs | |||||
Number of members of executive management | employee | 5 | 4 | 6 | 5 | |
Executive management which resigned | employee | 1 | 1 | |||
Board of Directors and Executive Management | |||||
Employees and Employee-Related Costs | |||||
Total | $ 2,699 | $ 2,747 | $ 3,223 | ||
Board of Directors and Executive Management | Research and development expenses | |||||
Employees and Employee-Related Costs | |||||
Members of executive management | 1,517 | 1,431 | 824 | ||
Board of Directors and Executive Management | General and administrative expense | |||||
Employees and Employee-Related Costs | |||||
Members of executive management | 1,182 | 1,316 | 2,399 | ||
Executive management | |||||
Employees and Employee-Related Costs | |||||
Wages and salaries | $ 1,970 | $ 1,833 | $ 1,298 | ||
Share-based compensation expenses | 321 | 514 | 1,566 | ||
Total | 2,291 | 2,347 | 2,864 | ||
Board of Directors | |||||
Employees and Employee-Related Costs | |||||
Wages and salaries | 379 | 313 | |||
Share-based compensation expenses | 29 | 87 | 359 | ||
Total | $ 408 | $ 400 | $ 359 |
Share-Based Payments - Warrants
Share-Based Payments - Warrants (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Jan. 04, 2021 kr / shares | Sep. 30, 2022 EquityInstruments | May 31, 2022 EquityInstruments | Mar. 31, 2022 EquityInstruments | Dec. 31, 2021 EquityInstruments kr / shares | Oct. 31, 2021 EquityInstruments | Jun. 30, 2021 EquityInstruments Options | Dec. 31, 2020 EquityInstruments | Jun. 30, 2021 EquityInstruments | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 kr / shares | Dec. 31, 2022 kr / shares | Dec. 31, 2022 shares kr / shares | Dec. 31, 2022 EquityInstruments kr / shares | Dec. 31, 2022 kr / shares $ / shares | Dec. 31, 2021 EquityInstruments kr / shares | Dec. 31, 2021 EquityInstruments kr / shares $ / shares | Dec. 31, 2020 EquityInstruments kr / shares | Dec. 31, 2019 EquityInstruments | Aug. 31, 2022 kr / shares | Feb. 05, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Share-Based Payments | |||||||||||||||||||||||
Warrants as a percentage of outstanding shares | 9.20% | 10.60% | |||||||||||||||||||||
Executive management | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants granted | 491,612 | ||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants Vesting period | 36 months | 36 months | 36 months | ||||||||||||||||||||
Warrants as a percentage of outstanding shares | 11.40% | 11.80% | 11.80% | 13.80% | |||||||||||||||||||
Warrants granted, price per share | (per share) | $ 2.24 | kr 1 | $ 5.38 | kr 1 | |||||||||||||||||||
Warrants granted | 260,000 | 161,000 | |||||||||||||||||||||
Warrants granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 63,802 | 363,168 | |||||||||||||||
Shares that vest monthly (as a percent) | 2.78 | 2.78 | |||||||||||||||||||||
Warrants | CFO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants Vesting period | 36 months | ||||||||||||||||||||||
Warrants granted | 45,000 | ||||||||||||||||||||||
Warrants granted | 16,667 | 150,660 | |||||||||||||||||||||
Warrants | COO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants Vesting period | 36 months | ||||||||||||||||||||||
Warrants granted | 25,000 | ||||||||||||||||||||||
Warrants granted | 20,833 | ||||||||||||||||||||||
Warrants | Executive management | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants granted | 100,000 | ||||||||||||||||||||||
Warrants granted | 0 | 62,147 | 523,599 | 523,599 | |||||||||||||||||||
Warrants | CIO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants granted | 35,000 | ||||||||||||||||||||||
Warrants | CSO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants granted | 25,000 | ||||||||||||||||||||||
Warrants | CMO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants Vesting period | 36 months | ||||||||||||||||||||||
Warrants granted | 62,147 | 25,000 | |||||||||||||||||||||
Warrants | CBO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants granted | 3,125 | ||||||||||||||||||||||
Warrants | CEO | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Warrants Vesting period | 36 months | ||||||||||||||||||||||
Warrants granted | 50,000 | ||||||||||||||||||||||
Warrants granted | 3,125 | ||||||||||||||||||||||
Ordinary Shares | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Nominal value per share prior to stock split | kr / shares | kr 2 | ||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | $ 1 | kr 1 | $ 1 | kr 1 | kr 1 | kr 1 | |||||||||||
Ordinary Shares | Warrants | |||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||
Increase in number of warrants, ratio | 36 | ||||||||||||||||||||||
Warrants granted exercise price, prior to stock split | kr / shares | kr 2 | ||||||||||||||||||||||
Warrants granted, price per share | kr / shares | kr 1 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Mar. 15, 2023 | Apr. 30, 2020 EquityInstruments | Sep. 30, 2022 EquityInstruments $ / shares | May 31, 2022 EquityInstruments | Mar. 31, 2022 EquityInstruments | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) EquityInstruments | Oct. 31, 2021 EquityInstruments | Jun. 30, 2021 USD ($) EquityInstruments Options | Dec. 31, 2020 EquityInstruments | Oct. 31, 2019 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) EquityInstruments $ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 EquityInstruments $ / shares | Sep. 30, 2022 $ / shares kr / shares | Sep. 30, 2022 Options $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2022 USD ($) kr / shares | Dec. 31, 2022 USD ($) Options | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) EquityInstruments | Dec. 31, 2021 USD ($) kr / shares | Dec. 31, 2021 USD ($) Options | Dec. 31, 2020 | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EquityInstruments | Dec. 31, 2020 kr / shares | Dec. 31, 2019 EquityInstruments kr / shares | Dec. 31, 2022 shares | Dec. 31, 2022 EquityInstruments | Dec. 31, 2021 EquityInstruments | Dec. 31, 2021 Options | Jan. 31, 2019 USD ($) | |
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Service cost | $ | $ 100 | $ 200 | $ 400 | $ 700 | $ 942 | $ 1,379 | $ 3,408 | ||||||||||||||||||||||||||||||||||||||
Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted, remaining contractual life | 11 years | ||||||||||||||||||||||||||||||||||||||||||||
Executive management | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 491,612 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at beginning of period | 2,743,093 | 2,732,618 | 2,732,618 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercised | (351,515) | (345,548) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 260,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (82,381) | (16,623) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at end of period | 2,531,447 | 2,732,618 | 2,569,197 | 2,531,447 | 2,569,197 | 2,531,447 | 2,743,093 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable as at end of period | 1,962,252 | 1,894,591 | 1,962,252 | 1,894,591 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | |||||||||||||||||||||||||||||||||||
Service period | 36 months | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting | 2.80% | ||||||||||||||||||||||||||||||||||||||||||||
Service cost | $ | 1,000 | 1,400 | $ 3,400 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 363,168 | ||||||||||||||||||||||||||||||||||||||
Warrants exercised | (388,181) | (62,284) | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (45,216) | (92,956) | (10,178) | (45,216) | |||||||||||||||||||||||||||||||||||||||||
Warrants cancelled | (10,397) | (22,032) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted at beginning of period | 2,743,093 | 2,732,618 | 2,732,618 | 2,732,618 | 2,732,618 | 2,228,076 | 2,228,076 | 1,932,156 | |||||||||||||||||||||||||||||||||||||
Warrants granted at end of period | 2,732,618 | 2,228,076 | 2,743,093 | 2,732,618 | 2,732,618 | 2,228,076 | 1,932,156 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable | 1,988,106 | 1,988,106 | 2,072,122 | 2,732,618 | |||||||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price/Share | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted at beginning of period, price per share | (per share) | $ 1.50 | kr 7.53 | kr 7.53 | kr 1 | kr 1 | ||||||||||||||||||||||||||||||||||||||||
Warrants granted, price per share | (per share) | $ 2.24 | $ 5.38 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||
Warrants exercised, price per share | (per share) | 2.42 | 1 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited, price per share | (per share) | 1.28 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted at end of period, price per share | (per share) | 1.50 | 7.53 | 1 | kr 1 | |||||||||||||||||||||||||||||||||||||||||
Warrants cancelled, price per share | kr / shares | 1 | kr 1 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at beginning of period | (per share) | 1.50 | kr 7.53 | kr 7.53 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercised | $ / shares | 0.14 | $ 0.13 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | $ / shares | 1.33 | 2.72 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | $ / shares | 2.72 | 5.37 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at end of period | (per share) | $ 1.32 | $ 1.47 | $ 1.32 | 1.47 | 1.32 | 1.50 | kr 7.53 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable as at end of period | $ / shares | $ 0.57 | $ 1.11 | $ 0.57 | 1.11 | $ 0.57 | 0.57 | $ 0.57 | $ 0.57 | kr 0.57 | $ 0.57 | |||||||||||||||||||||||||||||||||||
Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted, remaining contractual life | 13 years | 15 years | 17 years | ||||||||||||||||||||||||||||||||||||||||||
Warrants cancelled , remaining contractual life | 15 years | ||||||||||||||||||||||||||||||||||||||||||||
Other information | |||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 1.40 | $ 2.31 | $ 2.42 | $ 5.59 | |||||||||||||||||||||||||||||||||||||||||
Warrants | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | COO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 20,833 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | CFO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 16,667 | 150,660 | |||||||||||||||||||||||||||||||||||||||||||
Warrants | CEO | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 3,125 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (45,327) | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | Executive management | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Service period | 3 years | 36 months | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 0 | 62,147 | 523,599 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 2,500 | 22,916 | |||||||||||||||||||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 1,500 | $ 1,500 | $ 400 | $ 1,300 | $ 800 | $ 800 | $ 800 | $ 800 | $ 800 | $ 800 | kr 800 | $ 800 | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | kr 1,500 | $ 1,500 | $ 300 |
Share-Based Payments - Warran_2
Share-Based Payments - Warrants Rectified (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Mar. 15, 2023 | Apr. 30, 2020 EquityInstruments | Sep. 30, 2022 EquityInstruments | Dec. 31, 2021 USD ($) EquityInstruments | Oct. 31, 2021 EquityInstruments | Jun. 30, 2021 USD ($) EquityInstruments Options | Dec. 31, 2020 USD ($) EquityInstruments shares | Oct. 31, 2019 USD ($) shares | Sep. 30, 2019 USD ($) shares | Feb. 28, 2019 USD ($) shares | Jan. 31, 2019 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2022 USD ($) shares EquityInstruments | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2021 USD ($) EquityInstruments shares | Dec. 31, 2020 USD ($) EquityInstruments | Dec. 31, 2021 EquityInstruments | Dec. 31, 2021 Options | Dec. 31, 2020 EquityInstruments | Dec. 31, 2020 Options | Dec. 31, 2019 EquityInstruments | |
Share-Based Payments | |||||||||||||||||||||||||||
Service cost | $ | $ 100 | $ 200 | $ 400 | $ 700 | $ 942 | $ 1,379 | $ 3,408 | ||||||||||||||||||||
Executive management | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 491,612 | ||||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 363,168 | ||||||||||||||||||||
Warrants vesting in three years | shares | 45,216 | ||||||||||||||||||||||||||
Warrants granted | 260,000 | 161,000 | |||||||||||||||||||||||||
Service period | 36 months | ||||||||||||||||||||||||||
Forfeited | 45,216 | 92,956 | 10,178 | 45,216 | |||||||||||||||||||||||
Warrants outstanding | 2,743,093 | 2,743,093 | 2,743,093 | 2,743,093 | 2,743,093 | 2,732,618 | 2,732,618 | 2,228,076 | 2,228,076 | 1,932,156 | |||||||||||||||||
Percentage of vesting | 2.80% | ||||||||||||||||||||||||||
Service cost | $ | $ 1,000 | $ 1,400 | $ 3,400 | ||||||||||||||||||||||||
Warrants | Employees | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 54,000 | ||||||||||||||||||||||||||
Warrants vesting in three years | shares | 7,956 | ||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 500 | $ 100 | |||||||||||||||||||||||||
Warrants outstanding | 22,032 | ||||||||||||||||||||||||||
Warrants | CEO | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 3,125 | ||||||||||||||||||||||||||
Warrants granted | 50,000 | ||||||||||||||||||||||||||
Forfeited | 45,327 | ||||||||||||||||||||||||||
Warrants | Executive management | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 0 | 62,147 | 523,599 | ||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 2,500 | 22,916 | |||||||||||||||||||||||||
Warrants vesting in three years | shares | 150,660 | ||||||||||||||||||||||||||
Warrants granted | 100,000 | ||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 1,500 | $ 400 | $ 1,300 | $ 300 | $ 800 | $ 800 | $ 800 | $ 800 | $ 800 | $ 1,500 | |||||||||||||||||
Service period | 3 years | 36 months | |||||||||||||||||||||||||
Warrants | CIO | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 35,000 | ||||||||||||||||||||||||||
Warrants | Board of Directors | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Warrants granted | 10,000 | ||||||||||||||||||||||||||
2019 warrants entitlements | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 126,972 | ||||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 63,612 | ||||||||||||||||||||||||||
Warrants vesting in three years | shares | 63,360 | ||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 1,200 | 1,200 | |||||||||||||||||||||||||
Service period | 3 years | ||||||||||||||||||||||||||
2020 warrants entitlements | |||||||||||||||||||||||||||
Share-Based Payments | |||||||||||||||||||||||||||
Number of share options granted | 236,196 | ||||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 120,888 | ||||||||||||||||||||||||||
Warrants vesting in three years | shares | 115,308 | ||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 2,300 | $ 2,300 | |||||||||||||||||||||||||
Service period | 3 years |
Share-Based Payments - Compensa
Share-Based Payments - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation | |||||||
Share-based compensation expenses | $ 100 | $ 200 | $ 400 | $ 700 | $ 942 | $ 1,379 | $ 3,408 |
Warrants | |||||||
Share-Based Compensation | |||||||
Share-based compensation expenses | 1,000 | 1,400 | 3,400 | ||||
Compensation for arranging investors to subscribe for shares | 100 | ||||||
Research and development expenses | |||||||
Share-Based Compensation | |||||||
Share-based compensation expenses | 760 | 1,051 | 1,496 | ||||
General and administrative expense | |||||||
Share-Based Compensation | |||||||
Share-based compensation expenses | $ 182 | $ 328 | $ 1,912 |
Share-Based Payments - Fair val
Share-Based Payments - Fair value of warrants (Details) - Warrants - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payments | |||
Percentage of weightage for private scenario | 40% | ||
Share price for private scenario (USD per share) | $ 8.89 | ||
Percentage of weightage for IPO scenario | 60% | ||
Share price for IPO scenario (USD per share) | $ 11 | ||
Lack of marketability discount | 10% | ||
Acceleration of expense | $ 0.8 |
Share-Based Payments - Assumpti
Share-Based Payments - Assumptions of Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payments | |||
Expected term (in years) | 6 years 6 months | ||
Expected volatility | 85% | ||
Minimum | |||
Share-Based Payments | |||
Expected term (in years) | 5 years | ||
Risk-free interest rate | 4.60% | 3.97% | |
Share price | $ 0.60 | $ 1.71 | |
Maximum | |||
Share-Based Payments | |||
Expected term (in years) | 7 years | ||
Risk-free interest rate | 4.61% | 4.06% | |
Share price | $ 1.78 | $ 3.03 | |
Warrants | |||
Share-Based Payments | |||
Expected term (in years) | 6 years 6 months | ||
Risk-free interest rate | 3.66% | ||
Expected volatility | 85% | ||
Share price | $ 2.10 |
Share-Based Payments - Amendmen
Share-Based Payments - Amendments to Warrants (Details) - Warrants $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Share-Based Payments | |
Vesting period | 3 years |
Reduction in share based compensation expense due to change in accounting estimate | $ 0.4 |
Share-Based Payments - Outstand
Share-Based Payments - Outstanding warrants (Details) | 12 Months Ended | ||||||||
Dec. 31, 2022 EquityInstruments kr / shares | Dec. 31, 2022 EquityInstruments $ / shares | Dec. 31, 2021 EquityInstruments kr / shares | Dec. 31, 2021 EquityInstruments $ / shares | Dec. 31, 2020 EquityInstruments kr / shares | Dec. 31, 2019 EquityInstruments | Dec. 31, 2022 shares | Dec. 31, 2021 Options | Dec. 31, 2020 Options | |
Share-Based Payments | |||||||||
Remaining term to maturity | 11 years | 11 years | |||||||
Grant March 2022 | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | $ 2.96 | ||||||||
Grant June 2022, First [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | 1.83 | ||||||||
Grant June 2022, Second [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | 1.83 | ||||||||
Grant June 2022, Third [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | 1.83 | ||||||||
Grant September 2022 [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | 2.42 | ||||||||
Grant December 2022, First [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | 2.23 | ||||||||
Grant December 2022, Second [Member] | |||||||||
Share-Based Payments | |||||||||
Average exercise price per warrant | $ / shares | $ 2.23 | ||||||||
Warrants | |||||||||
Share-Based Payments | |||||||||
Number of warrants outstanding | 2,743,093 | 2,743,093 | 2,732,618 | 2,732,618 | 2,228,076 | 1,932,156 | 2,732,618 | 2,228,076 | |
Average exercise price per warrant | (per share) | $ 2.24 | kr 1 | $ 5.38 | kr 1 | |||||
Remaining term to maturity | 13 years | 13 years | 15 years | 17 years | |||||
Warrants exercisable | 1,988,106 | 1,988,106 | 2,072,122 | 2,072,122 | 1,988,106 | 2,732,618 | |||
Warrants | Grant December 2016 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 20.91 | kr 20.91 | kr 20.91 | ||||||
Number of warrants outstanding | 437,114 | 701,356 | 712,332 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant April 2017 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 24.05 | ||||||||
Number of warrants outstanding | Options | 13,896 | ||||||||
Average exercise price per warrant | kr 1 | ||||||||
Remaining term to maturity | 16 years | ||||||||
Warrants | Grant September 2017 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 28.71 | kr 28.71 | kr 28.71 | ||||||
Number of warrants outstanding | 617,184 | 617,184 | 617,184 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant December 2017 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 28.71 | kr 28.71 | kr 28.71 | ||||||
Number of warrants outstanding | 122,040 | 122,040 | 127,044 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Granted during 2018 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 37.05 | kr 37.05 | kr 37.05 | ||||||
Number of warrants outstanding | 170,496 | 174,564 | 181,836 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant February 2019 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 42.57 | kr 42.57 | kr 42.57 | ||||||
Number of warrants outstanding | 7,956 | 7,956 | 7,956 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant September 2019 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 56.35 | kr 56.35 | kr 56.35 | ||||||
Number of warrants outstanding | 54,000 | 54,000 | 54,000 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant October 2019 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 56.97 | kr 56.97 | kr 56.97 | ||||||
Number of warrants outstanding | 150,660 | 150,660 | 150,660 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 14 years | 14 years | 15 years | 15 years | 16 years | ||||
Warrants | Grant December 2020 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 56.75 | kr 56.75 | kr 56.75 | ||||||
Number of warrants outstanding | 193,064 | 317,457 | 363,168 | ||||||
Average exercise price per warrant | kr 1 | kr 1 | kr 1 | ||||||
Remaining term to maturity | 8 years | 8 years | 9 years | 9 years | 11 years | ||||
Warrants | Grant April 2021 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 45.31 | kr 45.31 | |||||||
Number of warrants outstanding | 1,655 | 1,655 | |||||||
Average exercise price per warrant | kr 1 | kr 1 | |||||||
Remaining term to maturity | 9 years | 9 years | 10 years | 10 years | |||||
Warrants | Grant June 2021 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 40.86 | kr 40.86 | |||||||
Number of warrants outstanding | 62,147 | 62,147 | |||||||
Average exercise price per warrant | kr 1 | kr 1 | |||||||
Remaining term to maturity | 9 years | 9 years | 10 years | 10 years | |||||
Warrants | Grant December 2021 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 19.22 | kr 19.22 | |||||||
Number of warrants outstanding | 435,165 | 523,599 | |||||||
Average exercise price per warrant | $ / shares | $ 5.38 | $ 5.38 | |||||||
Remaining term to maturity | 9 years | 9 years | 10 years | 10 years | |||||
Warrants | Grant March 2022 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 13.46 | ||||||||
Number of warrants outstanding | shares | 35,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant June 2022, First [Member] | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 8.85 | ||||||||
Number of warrants outstanding | shares | 10,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant June 2022, Second [Member] | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 8.85 | ||||||||
Number of warrants outstanding | shares | 10,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant June 2022, Third [Member] | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 8.85 | ||||||||
Number of warrants outstanding | shares | 45,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant September 2022 [Member] | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 10.46 | ||||||||
Number of warrants outstanding | shares | 11,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant December 2022 | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 10.95 | ||||||||
Number of warrants outstanding | shares | 50,000 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant December 2022, First [Member] | |||||||||
Share-Based Payments | |||||||||
Per warrant average grant date fair value | kr 10.95 | ||||||||
Number of warrants outstanding | shares | 330,612 | ||||||||
Remaining term to maturity | 9 years | 9 years | |||||||
Warrants | Grant December 2022, Second [Member] | |||||||||
Share-Based Payments | |||||||||
Number of warrants outstanding | shares | 2,743,093 | ||||||||
Remaining term to maturity | 9 years | 9 years |
Share-Based Payments - Key Mana
Share-Based Payments - Key Management Holdings (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Nov. 25, 2020 | Apr. 30, 2020 EquityInstruments | Dec. 31, 2021 EquityInstruments | Jun. 30, 2021 Options | Dec. 31, 2020 EquityInstruments | Jun. 30, 2020 | Dec. 31, 2022 shares | Dec. 31, 2022 EquityInstruments | Dec. 31, 2021 shares | Dec. 31, 2021 EquityInstruments | Dec. 31, 2021 Options | Dec. 31, 2020 shares | Dec. 31, 2020 EquityInstruments | |
Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 2,732,618 | 2,228,076 | 2,228,076 | 1,932,156 | |||||||||
Warrants granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 363,168 | ||||||
Warrants exercised | (388,181) | (62,284) | |||||||||||
Forfeited | (45,216) | (92,956) | (10,178) | (45,216) | |||||||||
Warrants granted at end of period | 2,732,618 | 2,228,076 | 2,743,093 | 2,732,618 | 2,732,618 | 2,228,076 | |||||||
Board of Directors [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 26,964 | 252 | |||||||||||
Board of Directors [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 578,828 | 561,348 | 385,848 | ||||||||||
Warrants granted | 28,750 | 22,916 | 109,548 | ||||||||||
Warrants held when becoming a member of management | shares | (309,168) | ||||||||||||
Warrants exercised | (184,626) | (5,436) | |||||||||||
Warrants granted at end of period | 578,828 | 561,348 | 422,952 | 578,828 | 561,348 | ||||||||
Thomas William Wylonis | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 369,252 | 342,612 | |||||||||||
Warrants granted | 26,640 | ||||||||||||
Warrants held when becoming a member of management | shares | 369,252 | (369,252) | |||||||||||
Warrants exercised | (184,626) | ||||||||||||
Warrants granted at end of period | 369,252 | 184,626 | 369,252 | ||||||||||
Steven Projan | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 46,631 | 42,048 | 24,436 | ||||||||||
Warrants granted | 5,000 | 4,583 | 18,612 | ||||||||||
Warrants granted at end of period | 46,631 | 42,048 | 51,631 | 46,631 | 42,048 | ||||||||
Roberto Prego | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 38,747 | 34,164 | 19,800 | ||||||||||
Warrants granted | 5,000 | 4,583 | 14,364 | ||||||||||
Warrants granted at end of period | 38,747 | 34,164 | 43,747 | 38,747 | 34,164 | ||||||||
Jo Ann Suzich (former) | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 10,260 | 10,260 | |||||||||||
Warrants granted | 10,260 | ||||||||||||
Warrants granted at end of period | 10,260 | 10,260 | 10,260 | 10,260 | 10,260 | ||||||||
Marianne Sgaard | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 103,487 | 94,320 | |||||||||||
Warrants granted | 10,000 | 9,167 | 28,368 | ||||||||||
Warrants held when becoming a member of management | shares | 65,952 | ||||||||||||
Warrants granted at end of period | 103,487 | 94,320 | 113,487 | 103,487 | 94,320 | ||||||||
Helen Boudreau | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 5,436 | ||||||||||||
Warrants granted | 5,436 | ||||||||||||
Warrants exercised | (5,436) | ||||||||||||
Warrants granted at end of period | 5,436 | 5,436 | |||||||||||
Kim Bjrnstrup (former | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 5,868 | 5,868 | |||||||||||
Warrants granted | 5,868 | ||||||||||||
Warrants held when becoming a member of management | shares | 5,868 | ||||||||||||
Warrants granted at end of period | 5,868 | 5,868 | 5,868 | 5,868 | 5,868 | ||||||||
Lars Holtug | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 4,583 | ||||||||||||
Warrants granted | 5,000 | 4,583 | |||||||||||
Warrants granted at end of period | 4,583 | 9,583 | 4,583 | ||||||||||
Niels Iversen Moller, Member of the Board of Directors [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 3,750 | ||||||||||||
Warrants granted at end of period | 3,750 | ||||||||||||
Executive Management [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 1,243,207 | 1,007,100 | 1,044,648 | ||||||||||
Warrants granted | 128,750 | 206,731 | |||||||||||
Warrants held when becoming a member of management | shares | 120,000 | 29,376 | (4,356) | ||||||||||
Warrants exercised | (175,731) | ||||||||||||
Forfeited | (45,327) | (45,216) | |||||||||||
Warrants granted at end of period | 1,243,207 | 1,007,100 | 1,270,899 | 1,243,207 | 1,007,100 | ||||||||
Lars Aage Staal Wegner | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 916,251 | 852,084 | 844,416 | ||||||||||
Warrants granted | 64,167 | 7,668 | |||||||||||
Warrants exercised | (62,736) | ||||||||||||
Forfeited | (45,327) | ||||||||||||
Warrants granted at end of period | 916,251 | 852,084 | 808,188 | 916,251 | 852,084 | ||||||||
Birgitte Rn | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 74,376 | ||||||||||||
Warrants granted | 25,000 | 45,000 | |||||||||||
Warrants held when becoming a member of management | shares | 29,376 | ||||||||||||
Warrants granted at end of period | 74,376 | 99,376 | 74,376 | ||||||||||
Thomas Bogenrieder | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 4,356 | 4,356 | 49,572 | ||||||||||
Warrants held when becoming a member of management | shares | (4,356) | ||||||||||||
Forfeited | (45,216) | ||||||||||||
Warrants granted at end of period | 4,356 | 4,356 | 4,356 | 4,356 | 4,356 | ||||||||
Erik Heegaard | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 97,564 | ||||||||||||
Warrants granted | 25,000 | 97,564 | |||||||||||
Warrants granted at end of period | 97,564 | 122,564 | 97,564 | ||||||||||
Glenn S. Vraniak | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted at beginning of period | 150,660 | 150,660 | 150,660 | ||||||||||
Warrants exercised | (112,995) | ||||||||||||
Warrants granted at end of period | 150,660 | 150,660 | 37,665 | 150,660 | 150,660 | ||||||||
Andreas Holm Mattsson | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 35,000 | ||||||||||||
Warrants granted at end of period | 35,000 | ||||||||||||
Bo Karmark [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 16,667 | ||||||||||||
Warrants held when becoming a member of management | shares | 45,000 | ||||||||||||
Warrants granted at end of period | 61,667 | ||||||||||||
Jesper Nyegaard Nissen [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 20,833 | ||||||||||||
Warrants held when becoming a member of management | shares | 25,000 | ||||||||||||
Warrants granted at end of period | 45,883 | ||||||||||||
Niels Iversen Mller [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 3,125 | ||||||||||||
Warrants granted at end of period | 3,125 | ||||||||||||
Per Norlen [Member] | Warrants [Member] | |||||||||||||
Share-Based Payments | |||||||||||||
Warrants granted | 3,125 | ||||||||||||
Warrants held when becoming a member of management | shares | 50,000 | ||||||||||||
Warrants granted at end of period | 53,125 |
Financial Income and Expenses_2
Financial Income and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial income: | |||||||
Interest income, bank | $ 13 | ||||||
Change in fair value of warrant liability | 395 | ||||||
Foreign exchange gains | 2,423 | $ 2,039 | $ 216 | ||||
Total financial income | $ 72 | $ 703 | $ 404 | $ 2,761 | 2,831 | 2,039 | 216 |
Financial expenses: | |||||||
Interest expenses | (34) | (5) | (29) | ||||
Interest expenses, lease liabilities | (176) | (123) | |||||
Interest expenses, loan from lessor | (588) | (31) | |||||
Foreign exchange losses | (710) | (756) | (194) | ||||
Total financial expenses | $ (182) | $ (535) | $ (786) | $ (918) | (1,508) | (915) | (223) |
Net financial items | $ 1,323 | $ 1,124 | $ (7) |
Income Taxes - Analysis of char
Income Taxes - Analysis of charge(credit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||||||
Income tax expense/(benefit) | $ (194) | $ (175) | $ (613) | $ (599) | $ (772) | $ (178) | $ (1,557) |
Total income taxes for the year | $ (194) | $ (175) | $ (613) | $ (599) | (772) | (178) | (1,557) |
Operating tax loss carry-forwards | $ 13,600 | $ 9,500 | $ 3,800 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of effective tax rate to Danish statutory tax rate | |||
Statutory corporate income tax rate in Denmark | 22% | 22% | 22% |
Non-deductible income / (expenses) | (1.00%) | (1.00%) | |
Non-taxable income / (expenses) | 1% | ||
Additional tax deduction R&D expenses | 4% | 6% | 3% |
Tax credit research and development expenditures | (5.00%) | (4.00%) | 9% |
Change in deferred tax asset not capitalized | (16.00%) | (23.00%) | (25.00%) |
Total effective tax rate | 4% | 1% | 9% |
Income Taxes - Deferred tax (De
Income Taxes - Deferred tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes | |||
Deferred tax position | $ 262 | ||
Cost | Warrants | |||
Income Taxes | |||
Deferred tax position | $ 739 | $ 2,118 | 4,289 |
Cost | Loss carry forward | |||
Income Taxes | |||
Deferred tax position | 13,581 | 9,530 | 3,759 |
Cost | Research and development expenditures | |||
Income Taxes | |||
Deferred tax position | 262 | ||
Cost | Other items | |||
Income Taxes | |||
Deferred tax position | (214) | (98) | (6) |
Valuation allowance | |||
Income Taxes | |||
Deferred tax position | $ (14,106) | $ (11,550) | $ (8,042) |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Loss Per Share | |||||||
Net loss attributable to shareholders of Evaxion Biotech A/S | $ (23,169) | $ (24,532) | $ (15,018) | ||||
Weighted-average number of ordinary shares outstanding | 23,638,685 | 19,493,143 | 15,434,758 | ||||
Loss per share - basic (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) |
Loss per share - diluted (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) |
Basic and Diluted Loss Per Sh_4
Basic and Diluted Loss Per Share - Anti-dilutive shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants [member] | |||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | |||
Number of potential ordinary shares that are antidilutive in period presented | 2,743,093 | 2,732,618 | 2,228,076 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | |
Intangible Assets | |||
Additional accrual related license agreement | $ 60,000 | ||
Intangible assets written-off | $ 87,000 | ||
Technology-based intangible assets | |||
Intangible Assets | |||
License agreement on milestone payment | $ 35,000 | ||
Additional option to extend agreement term | 10 years | ||
Capitalized intangible assets | 35,000 | ||
Additional consideration | 320,000 | ||
Amount to be transferred upon each regulatory approval of a product | 250,000 | ||
Technology-based intangible assets | SSI | |||
Intangible Assets | |||
Capitalized intangible assets | $ 60,000 |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets | ||
Balance beginning of year | $ 93 | |
Impairment for the year | (87) | |
Balance end of year | $ 93 | |
Cost | ||
Intangible Assets | ||
Balance beginning of year | 93 | 100 |
Exchange rate adjustments | (6) | (7) |
Balance end of year | 87 | 93 |
Accumulated Depreciation | ||
Intangible Assets | ||
Balance beginning of year | 0 | |
Impairment for the year | (87) | |
Balance end of year | $ (87) | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Balance beginning of year | $ 5,174 | |
Balance end of year | 4,675 | $ 5,174 |
Property | ||
Property and Equipment, Net | ||
Balance beginning of year | 2,601 | |
Balance end of year | 2,224 | 2,601 |
Right-of-use assets | ||
Property and Equipment, Net | ||
Balance beginning of year | 2,601 | |
Balance end of year | 2,224 | 2,601 |
Other equipment | ||
Property and Equipment, Net | ||
Balance beginning of year | 1,064 | |
Balance end of year | 1,016 | 1,064 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Balance beginning of year | 1,509 | |
Balance end of year | 1,435 | 1,509 |
Cost | ||
Property and Equipment, Net | ||
Balance beginning of year | 5,548 | 520 |
Additions during the year | 376 | 5,550 |
Disposals during the year | (244) | |
Exchange rate adjustments | (331) | (278) |
Balance end of year | 5,593 | 5,548 |
Cost | Property | ||
Property and Equipment, Net | ||
Balance beginning of year | 2,756 | 257 |
Additions during the year | 2,891 | |
Disposals during the year | (244) | |
Exchange rate adjustments | (163) | (148) |
Balance end of year | 2,593 | 2,756 |
Cost | Other equipment | ||
Property and Equipment, Net | ||
Balance beginning of year | 1,225 | 263 |
Additions during the year | 220 | 1,025 |
Exchange rate adjustments | (77) | (63) |
Balance end of year | 1,368 | 1,225 |
Cost | Leasehold improvements | ||
Property and Equipment, Net | ||
Balance beginning of year | 1,567 | |
Additions during the year | 156 | 1,634 |
Exchange rate adjustments | (91) | (67) |
Balance end of year | 1,632 | 1,567 |
Accumulated Depreciation | ||
Property and Equipment, Net | ||
Balance beginning of year | (374) | (299) |
Depreciation for the year | (571) | (343) |
Depreciation reversed on disposals | 15 | 244 |
Exchange rate adjustments | 12 | 24 |
Balance end of year | (918) | (374) |
Accumulated Depreciation | Property | ||
Property and Equipment, Net | ||
Balance beginning of year | (155) | (237) |
Depreciation for the year | (234) | (179) |
Depreciation reversed on disposals | 15 | 244 |
Exchange rate adjustments | 5 | 17 |
Balance end of year | (369) | (155) |
Accumulated Depreciation | Other equipment | ||
Property and Equipment, Net | ||
Balance beginning of year | (161) | (62) |
Depreciation for the year | (196) | (105) |
Exchange rate adjustments | 5 | 6 |
Balance end of year | (352) | (161) |
Accumulated Depreciation | Leasehold improvements | ||
Property and Equipment, Net | ||
Balance beginning of year | (58) | |
Depreciation for the year | (141) | (59) |
Exchange rate adjustments | 2 | 1 |
Balance end of year | $ (197) | $ (58) |
Property, Plant and Equipment -
Property, Plant and Equipment - Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | |||
Depreciation, right-of-use assets | $ 214 | $ 179 | |
Accumulated Depreciation | |||
Property and Equipment, Net | |||
Depreciation | 571 | 343 | |
Operating Expense | |||
Property and Equipment, Net | |||
Depreciation | 571 | 343 | $ 105 |
Depreciation, right-of-use assets | 369 | 155 | 236 |
Research and development expenses | |||
Property and Equipment, Net | |||
Depreciation | 446 | 270 | 90 |
General and administrative expense | |||
Property and Equipment, Net | |||
Depreciation | $ 125 | $ 73 | $ 15 |
Prepayments and other receiva_3
Prepayments and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepayments and other receivables | ||
VAT receivables | $ 287 | $ 387 |
Prepayments | 2,494 | 638 |
Other receivables | 10 | 113 |
Total prepayments and other receivables | $ 2,791 | $ 1,138 |
Other Payables (Details)
Other Payables (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Payables | |||
Employee cost liabilities | $ 353 | $ 989 | |
Other liabilities | 312 | 46 | |
Total other payables | $ 1,367 | $ 665 | $ 1,035 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents | ||||||
Cash and cash equivalents | $ 13,184 | $ 32,166 | ||||
Total cash and cash equivalents | $ 2,605 | $ 13,184 | $ 17,853 | $ 32,166 | $ 5,834 | $ 9,559 |
Cash and Cash Equivalents - Cha
Cash and Cash Equivalents - Changes in Net Working Capital (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from (used in) operating activities [abstract] | |||||
Changes in receivables and tax receivables | $ (1,486) | $ 1,863 | $ (2,501) | ||
Changes in trade payables | (599) | (647) | 1,798 | ||
Changes in other payables | (792) | 21 | 918 | ||
Changes in net working capital | $ 156 | $ (2,243) | $ (2,877) | $ 1,237 | $ 215 |
Cash and Cash Equivalents - Adj
Cash and Cash Equivalents - Adjustments for non-cash items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Adjustments to reconcile profit (loss) [abstract] | |||
Income taxes | $ (772) | $ (178) | $ (1,557) |
Tax credit schemes accounted for as grants | (226) | (12) | (510) |
Depreciation | 571 | 344 | 105 |
Impairment | 87 | ||
Interest income | (13) | ||
Interest expense | 798 | 159 | 30 |
Share-based compensation expenses | 942 | 1,379 | 3,408 |
Acquisition of property, plant and equipment | (90) | ||
Change in fair value of convertible debt instruments | (395) | ||
Gain in change from fair value of warrant liability | (395) | ||
Other adjustments: Other adjustments, primarily exchange rate adjustments | (1,315) | (1,061) | 107 |
Total adjustments for non-cash items | $ (323) | $ 541 | $ 1,583 |
Cash and Cash Equivalents - Rec
Cash and Cash Equivalents - Reconciliation of Liabilities from Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance beginning of year | $ 3,843 | $ 20 |
Cash flows | 7,425 | (226) |
Accumulated interest | 700 | 154 |
Transaction costs | (1,117) | |
Additions | 99 | 4,161 |
Exchange rate adjustment | (551) | (266) |
Balance end of year | 10,399 | 3,843 |
Lease liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance beginning of year | 2,520 | 20 |
Cash flows | (305) | (226) |
Accumulated interest | 176 | 123 |
Additions | 15 | 2,731 |
Exchange rate adjustment | (151) | (128) |
Balance end of year | 2,255 | 2,520 |
Borrowings, | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance beginning of year | 1,170 | |
Cash flows | 7,730 | |
Accumulated interest | 524 | 31 |
Transaction costs | (1,117) | |
Additions | 84 | 1,269 |
Exchange rate adjustment | (391) | (130) |
Balance end of year | 8,000 | 1,170 |
Provision | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance beginning of year | 153 | |
Cash flows | ||
Additions | 161 | |
Exchange rate adjustment | (9) | (8) |
Balance end of year | $ 144 | $ 153 |
Leases (Details)
Leases (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 USD ($) m² | Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2018 USD ($) | |
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease liabilities | $ 2,255,000 | $ 2,520,000 | $ 20,000 | ||
Right-to-use asset | $ 2,224,000 | $ 2,601,000 | $ 20,000 | ||
Repayment loan, term | 8 years | ||||
Copenhagen, Denmark | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Number of leases | lease | 1 | ||||
Hrsholm, Denmark [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease space | m² | 1,356 | ||||
Lease term | 10 years | ||||
Lease termination fee | $ 2,700,000 | ||||
Lease monthly payment | $ 26,000 | ||||
Hrsholm, Denmark [Member] | Office Space [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease space | m² | 839 | ||||
Lease monthly payment | $ 11,000 | ||||
Hrsholm, Denmark [Member] | Laboratory Space [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease space | m² | 518 | ||||
Lease monthly payment | $ 15,000 | ||||
Hrsholm, Denmark [Member] | Minimum [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Percentage of increase in annual lease payment | 2% | ||||
Hrsholm, Denmark [Member] | Maximum [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Percentage of increase in annual lease payment | 4% | ||||
New York, United States | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease term | 13 months | ||||
IFRS 16 | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Lease liabilities | $ 200,000 | ||||
Right-to-use asset | $ 200,000 | ||||
Incremental borrowing rate | 3.80% |
Leases - Movements in Right-of-
Leases - Movements in Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Cash outflow for leases | $ 300 | $ 200 | $ 200 |
Right-of-Use Asset | |||
Balance beginning of year | 2,601 | 20 | |
Additions | 2,891 | ||
Depreciation | (214) | (179) | |
Translation | (163) | (131) | |
Balance end of year | 2,224 | 2,601 | 20 |
Lease liabilities | |||
Balance beginning of year | 2,520 | 20 | |
Additions | 15 | 2,731 | |
Interest expense | 176 | 123 | |
Payments | (305) | (226) | |
Translation | (151) | (128) | |
Balance end of year | $ 2,255 | $ 2,520 | $ 20 |
Borrowings - Loan from Lessor (
Borrowings - Loan from Lessor (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 USD ($) m² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Borrowings | |||||||
Borrowings | $ 8,139 | $ 8,139 | $ 8,000 | $ 1,170 | |||
Interest rate | 6% | ||||||
Interest expense related to loan | $ 588 | 31 | |||||
Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | m² | 1,356 | ||||||
DTU Financing | |||||||
Borrowings | |||||||
Borrowings | $ 1,300 | ||||||
Interest rate | 6% | ||||||
Payment period | 8 years | ||||||
Interest expense related to loan | 100 | $ 100 | 200 | $ 0 | |||
Borrowing addition | $ 0 | $ 0 | $ 100 | $ 0 | $ 100 | ||
DTU Financing | Fixed interest rate | |||||||
Borrowings | |||||||
Interest rate | 6% | ||||||
Office space | Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | m² | 839 | ||||||
Laboratory space | Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | m² | 518 |
Borrowings - EIB Loan (Details)
Borrowings - EIB Loan (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 17, 2022 USD ($) | Feb. 17, 2022 EUR (€) | Aug. 31, 2020 USD ($) tranche | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 31, 2020 EUR (€) tranche | |
Borrowings | |||||||||||
Interest rate | 6% | ||||||||||
Interest expenses | $ 34 | $ 5 | $ 29 | ||||||||
EIB Loan Agreement | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 20,000 | € 20 | |||||||||
Effective interest rate, monthly | 0.78% | 0.78% | |||||||||
Number of tranches | tranche | 3 | 3 | |||||||||
Term from disbursement dates | 6 years | ||||||||||
Interest expenses | $ 200 | $ 100 | $ 500 | $ 300 | $ 600 | $ 0 | |||||
EIB Loan Agreement | Fixed interest rate | |||||||||||
Borrowings | |||||||||||
Interest rate | 3% | 3% | |||||||||
EIB Loan Agreement | Payment-in-kind interest rate | |||||||||||
Borrowings | |||||||||||
Interest rate | 4% | 4% | |||||||||
Tranche One | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 7,000 | € 7 | |||||||||
Proceeds from the draw of loan agreement | $ 7,800 | € 7 | |||||||||
Loan repayment period | 6 years | 6 years | |||||||||
Tranche Two | |||||||||||
Borrowings | |||||||||||
Principal amount | 6,000 | 6 | |||||||||
Tranche Three | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 7,000 | € 7 |
Borrowings - Summary (Details)
Borrowings - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Borrowings. | |||
Loan from lessor | $ 1,016 | $ 1,068 | $ 1,170 |
EIB Loan | 7,123 | 6,932 | |
Total Borrowings | 8,139 | 8,000 | 1,170 |
Less: Borrowings, current portion | (150) | (136) | (126) |
Total Borrowings, net of current portion | $ 7,989 | $ 7,864 | $ 1,044 |
Warrant Liability (Details)
Warrant Liability (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Feb. 17, 2022 kr / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Reconciliation of changes in fair value measurement, liabilities | ||||
Liabilities at beginning of period | $ 13,722 | $ 7,726 | $ 7,726 | |
Liabilities at end of period | 14,676 | 13,722 | ||
EIB Loan Agreement | ||||
Warrant Liability | ||||
Number of warrants issued | shares | 351,036 | |||
Exercise price per warrant | kr / shares | kr 1 | |||
EIB Warrants | EIB Loan Agreement | ||||
Warrant Liability | ||||
Number of warrants issued | shares | 351,036 | |||
Warrant liability | ||||
Reconciliation of changes in fair value measurement, liabilities | ||||
Liabilities at beginning of period | 573 | 0 | 0 | |
Initial recognition of warrant liability | 1,007 | 1,007 | ||
Remeasurement of warrant liability | (323) | (395) | ||
Foreign currency translation | 2 | (126) | (39) | |
Liabilities at end of period | $ 252 | $ 881 | $ 573 |
Capital Structure and Financi_3
Capital Structure and Financial Matters - Capital transactions (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Oct. 20, 2022 DKK (kr) shares | Oct. 20, 2022 DKK (kr) $ / shares | Oct. 13, 2022 shares | Oct. 03, 2022 USD ($) | Nov. 09, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Feb. 05, 2021 USD ($) $ / shares shares | Aug. 10, 2020 kr / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2023 kr / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) kr / shares | Oct. 31, 2022 DKK (kr) | Aug. 31, 2022 kr / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 kr / shares | Nov. 30, 2021 DKK (kr) | Nov. 19, 2021 | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Feb. 05, 2021 DKK (kr) kr / shares | Jan. 04, 2021 kr / shares | Dec. 31, 2019 USD ($) | |
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Payments for share issue costs | $ | $ 180,000 | $ 355,000 | $ 3,760,000 | $ 128,000 | |||||||||||||||||||||||||||
Registered, issued, and outstanding share capital | 4,415,000 | 3,755,000 | $ 3,886,000 | kr 24,139,413 | kr 23,141,524 | kr 19,198,668 | |||||||||||||||||||||||||
Share capital | $ | $ (2,734,000) | $ 13,548,000 | $ 32,437,000 | $ 7,038,000 | $ 2,535,000 | $ 8,303,000 | $ (20,150,000) | $ 9,362,000 | |||||||||||||||||||||||
Follow-on public offering | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | ||||||||||||||||||||||||||||||
Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | 269,136 | 745,380 | |||||||||||||||||||||||||||||
Weighted average share price | $ / shares | $ 8.89 | $ 8.89 | |||||||||||||||||||||||||||||
Proceeds from issue of shares | $ | $ 2,400,000 | $ 6,600,000 | |||||||||||||||||||||||||||||
Increase in authorized number of shares | 745,380 | ||||||||||||||||||||||||||||||
Additional increase in authorized number of shares | 1,800,000 | ||||||||||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | |||||||||||||||||||||||||
Additional number of ordinary share warrants allowed to issue | 1,298,196 | ||||||||||||||||||||||||||||||
Payments for share issue costs | $ | $ 144,022 | ||||||||||||||||||||||||||||||
Registered, issued, and outstanding share capital | kr | kr 24,092,330 | kr 24,092,330 | kr 24,139,413 | kr 23,141,524 | kr 19,198,668 | ||||||||||||||||||||||||||
Ordinary Shares [Member] | IPO | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | ||||||||||||||||||||||||||||||
American Depositary Shares [Member] | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | 114,402 | 114,402 | 3,323,212 | ||||||||||||||||||||||||||||
Weighted average share price | $ / shares | kr 2.76 | $ 1.79 | |||||||||||||||||||||||||||||
Proceeds from issue of shares | $ | $ 300,000 | $ 6,000,000 | |||||||||||||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | ||||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||||
American Depositary Shares [Member] | IPO | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||||
Weighted average share price | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||||
Proceeds from issue of shares | $ | $ 25,300,000 | $ 25,300,000 | |||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||||
American Depositary Shares [Member] | Follow-on public offering | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | 3,942,856 | 3,942,856 | |||||||||||||||||||||||||||||
Weighted average share price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||||||||
Proceeds from issue of shares | $ | $ 24,900,000 | $ 24,900,000 | |||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||||||
Registered, issued, and outstanding share capital | kr | kr 23,141,524 | ||||||||||||||||||||||||||||||
American Depositary Shares [Member] | Underwriters option to purchase shares | |||||||||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | 514,285 | 514,285 |
Capital Structure and Financi_4
Capital Structure and Financial Matters - Lincoln Park Purchase Agreement (Details) $ / shares in Units, $ in Millions | 9 Months Ended | ||||||
Oct. 20, 2022 $ / shares | Jun. 07, 2022 kr / shares $ / shares shares | Sep. 30, 2023 $ / shares shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 shares | Jul. 07, 2022 USD ($) shares | Jun. 07, 2022 USD ($) shares | |
ADS | |||||||
Capital Structure and Financial Matters | |||||||
Par value per share | kr / shares | kr 1 | ||||||
Number of ordinary shares per ADS | 1 | 1 | |||||
Weighted average share price | $ / shares | $ 2.76 | $ 1.79 | |||||
Lincoln Park Purchase Agreement | |||||||
Capital Structure and Financial Matters | |||||||
Agreement Term | 36 months | ||||||
Lincoln Park Purchase Agreement | ADS | |||||||
Capital Structure and Financial Matters | |||||||
Maximum aggregate value of shares to sell | $ | $ 40 | ||||||
Par value per share | kr / shares | kr 1 | ||||||
Number of ordinary shares per ADS | 1 | 1 | |||||
Number of shares issued as commitment fee | 428,572 | ||||||
Weighted average share price | $ / shares | kr 2.80 | ||||||
Value of shares issued as commitment fee | $ | $ 1.2 | ||||||
Purchase Agreement To Sell Shares, Shares In Single Transaction | 50,000 | ||||||
Purchase Agreement To Sell Shares, Maximum Shares In Single Transaction | $ | $ 1.5 | ||||||
Purchase Agreement To Sell Shares, Maximum Shares In Single Transaction | 70,000 | ||||||
Purchase Agreement To Sell Shares, Maximum Value In Single Transaction | $ | $ 1.5 | ||||||
Number of shares registered for resale | 4,649,250 | ||||||
Amount of proceeds to be received | $ | $ 40 | ||||||
Number of shares issued and sold | 428,572 | 428,572 | |||||
Lincoln Park Purchase Agreement | Minimum | ADS | |||||||
Capital Structure and Financial Matters | |||||||
Purchase Agreement To Sell Shares, Maximum Shares In Single Transaction | 50,000 | ||||||
Lincoln Park Purchase Agreement | Maximum | ADS | |||||||
Capital Structure and Financial Matters | |||||||
Purchase Agreement To Sell Shares, Maximum Shares In Single Transaction | 70,000 |
Capital Structure and Financi_5
Capital Structure and Financial Matters - JonesTrading Sales Agreement (Details) | 1 Months Ended | 9 Months Ended | |||||||||||||||||
Dec. 29, 2022 USD ($) $ / shares shares | Dec. 29, 2022 DKK (kr) kr / shares shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) $ / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Oct. 03, 2022 DKK (kr) | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 DKK (kr) shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 DKK (kr) kr / shares | Aug. 31, 2022 kr / shares | Dec. 31, 2021 kr / shares | Feb. 05, 2021 kr / shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Capital Structure and Financial Matters | |||||||||||||||||||
Registered share capital (in DKK) | kr | kr 24,139,413 | ||||||||||||||||||
ADS | |||||||||||||||||||
Capital Structure and Financial Matters | |||||||||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | 3,323,212 | |||||||||||||||
Par value per share | kr / shares | kr 1 | ||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | ||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | |||||||||||||||||
Proceeds from issue of shares | $ | $ 300,000 | $ 6,000,000 | |||||||||||||||||
Increase in share capital | kr | kr 114,402 | kr 3,323,212 | |||||||||||||||||
Ordinary Shares | |||||||||||||||||||
Capital Structure and Financial Matters | |||||||||||||||||||
Ordinary shares sold (in shares) | shares | 269,136 | 745,380 | |||||||||||||||||
Par value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | |||||||||||||
Ordinary shares purchase price | $ / shares | $ 8.89 | $ 8.89 | |||||||||||||||||
Proceeds from issue of shares | $ | $ 2,400,000 | $ 6,600,000 | |||||||||||||||||
Outstanding share capital due to exercise of warrants | kr | kr 24,139,413 | ||||||||||||||||||
At-The-Market Issuance Sales Agreement | |||||||||||||||||||
Capital Structure and Financial Matters | |||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | |||||||||||||||||
Proceeds from issue of shares | $ | $ 9,968 | ||||||||||||||||||
Increase in share capital | kr | kr 4,450 | ||||||||||||||||||
At-The-Market Issuance Sales Agreement | ADS | |||||||||||||||||||
Capital Structure and Financial Matters | |||||||||||||||||||
Maximum aggregate value of shares to sell | $ | $ 14,400,000 | ||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||
Threshold period of prior notice to terminate agreement | 10 days | 10 days | |||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | 114,403 | 114,403 | |||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | 1 | |||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.24 | $ 2.76 | |||||||||||||||||
Proceeds from issue of shares | $ | $ 300,000 | ||||||||||||||||||
Increase in share capital | kr | kr 114,403 | ||||||||||||||||||
At-The-Market Issuance Sales Agreement | Ordinary Shares | |||||||||||||||||||
Capital Structure and Financial Matters | |||||||||||||||||||
Par value per share | kr / shares | kr 1 | kr 1 |
Capital Structure and Financi_6
Capital Structure and Financial Matters - Changes in Share Capital (Details) kr in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Sep. 27, 2023 DKK (kr) shares | Sep. 26, 2023 DKK (kr) shares | Sep. 22, 2023 DKK (kr) shares | Sep. 13, 2023 DKK (kr) shares | Jul. 18, 2023 DKK (kr) shares | Jun. 30, 2023 DKK (kr) shares | Jun. 05, 2023 DKK (kr) shares | Jun. 01, 2023 DKK (kr) shares | May 24, 2023 DKK (kr) shares | May 17, 2023 DKK (kr) shares | Mar. 03, 2023 DKK (kr) shares | Feb. 13, 2023 DKK (kr) shares | Feb. 09, 2023 DKK (kr) shares | Feb. 07, 2023 DKK (kr) shares | Jan. 24, 2023 DKK (kr) shares | Jan. 20, 2023 DKK (kr) shares | Jan. 05, 2023 DKK (kr) shares | Jan. 04, 2023 DKK (kr) shares | Dec. 29, 2022 DKK (kr) shares | Dec. 05, 2022 DKK (kr) shares | Oct. 20, 2022 DKK (kr) shares | Oct. 17, 2022 DKK (kr) shares | Oct. 03, 2022 DKK (kr) shares | Jun. 07, 2022 DKK (kr) shares | Nov. 09, 2021 DKK (kr) shares | Feb. 09, 2021 DKK (kr) shares | Oct. 15, 2020 DKK (kr) shares | Sep. 17, 2020 DKK (kr) shares | Sep. 30, 2022 DKK (kr) shares | Aug. 31, 2022 DKK (kr) shares | Jun. 30, 2022 DKK (kr) shares | Apr. 30, 2022 DKK (kr) shares | Nov. 30, 2021 DKK (kr) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Sep. 30, 2023 DKK (kr) shares | Dec. 31, 2022 DKK (kr) shares | Dec. 31, 2021 DKK (kr) shares | Feb. 05, 2021 shares | Dec. 31, 2020 DKK (kr) shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2019 DKK (kr) shares | |
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Share capital | $ | $ (2,734) | $ 13,548 | $ 2,535 | $ (20,150) | $ 8,303 | $ 32,437 | $ 7,038 | $ 9,362 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for cash | $ | 154 | 20 | 5,973 | 28 | 428 | 57,609 | 9,020 | ||||||||||||||||||||||||||||||||||||||||
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Share capital | 4,415 | 3,864 | 4,390 | 3,844 | 3,886 | 3,755 | 2,648 | kr 27,814 | kr 24,139 | kr 23,204 | kr 16,198 | $ 2,481 | kr 15,184 | ||||||||||||||||||||||||||||||||||
Issuance of shares for cash | kr 4 | kr 65 | kr 26 | kr 23 | kr 429 | kr 3,943 | kr 3,000 | kr 269 | kr 745 | kr 63 | $ 25 | $ 20 | $ 504 | $ 28 | $ 70 | $ 1,107 | $ 167 | ||||||||||||||||||||||||||||||
Capital increase | kr | kr 46 | kr 52 | kr 54 | kr 11 | kr 862 | kr 16 | kr 43 | kr 1,004 | kr 96 | kr 151 | kr 259 | kr 94 | kr 634 | ||||||||||||||||||||||||||||||||||
Exercised warrants | kr | kr 11 | kr 5 | kr 150 | kr 51 | kr 135 | kr 43 | kr 11 | kr 54 | |||||||||||||||||||||||||||||||||||||||
Share Capital | Share Warrants Exercise, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Exercised warrants | kr | kr 92 | kr 92 | |||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Share Warrants Exercise, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Exercised warrants | kr | kr 41 | 38 | |||||||||||||||||||||||||||||||||||||||||||||
Share Capital | Share Warrants Exercise, Tranche Three[Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||
Exercised warrants | kr | kr 17 | ||||||||||||||||||||||||||||||||||||||||||||||
Ordinary Shares | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Ordinary Shares | |||||||||||||||||||||||||||||||||||||||||||||||
Share capital | 27,814,140 | 24,139,413 | 23,203,808 | 16,198,668 | 27,814,140 | 24,139,413 | 23,203,808 | 19,198,668 | 16,198,668 | 15,184,152 | 15,184,152 | ||||||||||||||||||||||||||||||||||||
Increase In Shares Through Issuance Of Shares | 3,942,856 | 3,000,000 | 269,136 | 745,380 | 62,284 | ||||||||||||||||||||||||||||||||||||||||||
Capital increase (in shares) | 45,807 | 51,750 | 54,099 | 11,348 | 861,614 | 16,280 | 42,808 | 1,003,802 | 96,271 | 151,335 | 259,407 | 94,278 | 634,413 | 4,450 | 64,601 | 26,396 | 23,405 | 428,572 | |||||||||||||||||||||||||||||
Exercise warrants (in shares) | 10,836 | 4,824 | 150,000 | 51,125 | 134,730 | 42,633 | 10,836 | 54,072 | |||||||||||||||||||||||||||||||||||||||
Ordinary Shares | Share Warrants Exercise, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Ordinary Shares | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise warrants (in shares) | 92,313 | 92,313 | |||||||||||||||||||||||||||||||||||||||||||||
Ordinary Shares | Share Warrants Exercise, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Ordinary Shares | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise warrants (in shares) | 41,085 | 37,665 | |||||||||||||||||||||||||||||||||||||||||||||
Ordinary Shares | Share Warrants Exercise, Tranche Three[Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Ordinary Shares | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise warrants (in shares) | 17,264 |
Capital Structure and Financi_7
Capital Structure and Financial Matters - Share Capital (Details) kr / shares in Units, kr in Thousands, $ in Thousands | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 DKK (kr) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 DKK (kr) kr / shares shares | Sep. 30, 2022 USD ($) | Aug. 31, 2022 kr / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 DKK (kr) kr / shares shares | Feb. 05, 2021 kr / shares shares | Jan. 04, 2021 kr / shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 DKK (kr) shares | Aug. 10, 2020 kr / shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2019 DKK (kr) shares |
Disclosure of classes of share capital [line items] | |||||||||||||||||
Share capital | $ | $ (2,734) | $ 2,535 | $ 8,303 | $ 13,548 | $ (20,150) | $ 32,437 | $ 7,038 | $ 9,362 | |||||||||
Issued Capital [Member] | |||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||
Share capital | $ 4,415 | kr 27,814 | $ 4,390 | $ 3,886 | kr 24,139 | $ 3,864 | $ 3,844 | $ 3,755 | kr 23,204 | $ 2,648 | kr 16,198 | $ 2,481 | kr 15,184 | ||||
Ordinary Shares [Member] | |||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||
Share capital | shares | 27,814,140 | 27,814,140 | 24,139,413 | 24,139,413 | 23,203,808 | 23,203,808 | 19,198,668 | 16,198,668 | 16,198,668 | 15,184,152 | 15,184,152 | ||||||
Nominal value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 |
Capital Structure and Financi_8
Capital Structure and Financial Matters - Management and Board of Director holding of shares (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Executive management | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 4,156,085 | 8,638,560 | 8,638,560 |
Bo Karmark | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 2,000 | ||
Andreas Holm Mattsson | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 4,071,961 | 4,163,832 | 4,163,832 |
Niels Iversen Mller | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 4,292,604 | 4,292,604 | |
Lars Aage Staal Wegner | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 82,124 | 182,124 | 182,124 |
Board of Directors | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 4,576,028 | 379,188 | 864,864 |
Niels Iversen Mller | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 4,196,840 | ||
Roberto Prego | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 310,248 | 310,248 | 310,248 |
Thomas William Wylonis | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 485,676 | ||
Marianne Sgaard | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 41,652 | 41,652 | 41,652 |
Steven Projan | |||
Disclosure of classes of share capital [line items] | |||
Number of shares issued (in shares) | 27,288 | 27,288 | 27,288 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible debt instruments | |||
Disclosure of transactions between related parties [line items] | |||
Prepaid rent and deposit for a leased property from a related party | $ 0 | $ 0 | $ 7 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contractual obligations | ||
Contractual commitments | $ 1,558 | $ 72 |
Less than one year | ||
Contractual obligations | ||
Contractual commitments | 598 | 72 |
1-2 years | ||
Contractual obligations | ||
Contractual commitments | 56 | 72 |
2-5 years | ||
Contractual obligations | ||
Contractual commitments | 904 | |
Purchase obligations | ||
Contractual obligations | ||
Contractual commitments | 1,558 | 72 |
Purchase obligations | Less than one year | ||
Contractual obligations | ||
Contractual commitments | 598 | 72 |
Purchase obligations | 1-2 years | ||
Contractual obligations | ||
Contractual commitments | 56 | 72 |
Purchase obligations | 2-5 years | ||
Contractual obligations | ||
Contractual commitments | 904 | |
Purchase obligations | CRO's | ||
Contractual obligations | ||
Contractual commitments | $ 800 | $ 72,000 |
Provisions (Details)
Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | ||
Carrying amount of Begging balance | $ 153 | |
Provisions recognized | $ 161 | |
Currency adjustment | (9) | (8) |
Carrying amount of ending balance | $ 144 | $ 153 |
Fees to auditors (Details)
Fees to auditors (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fees to auditors | ||
Audit fees | $ 172 | $ 177 |
Audit related fees | 50 | 108 |
Other fees | 156 | 328 |
Total fees | $ 378 | $ 613 |
Events After the Reporting Pe_2
Events After the Reporting Period - Vaccine Discovery Collaboration Agreement (Details) | Jan. 01, 2023 |
Vaccine Discovery Collaboration Agreement [Member] | |
Disclosure of non-adjusting events after reporting period [line items] | |
Research and intellectual property licensing costs divided between the parties | 50% |
Events After the Reporting Pe_3
Events After the Reporting Period - Share Issuances (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 21, 2023 USD ($) $ / shares shares | Dec. 29, 2022 USD ($) $ / shares shares | Dec. 29, 2022 DKK (kr) kr / shares shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) $ / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Oct. 03, 2022 DKK (kr) | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Mar. 03, 2023 USD ($) $ / shares shares | Mar. 03, 2023 DKK (kr) kr / shares shares | Jan. 12, 2024 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 DKK (kr) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 21, 2023 kr / shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 kr / shares | Aug. 31, 2022 kr / shares | Dec. 31, 2021 kr / shares | Feb. 05, 2021 kr / shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Events After the Reporting Period | ||||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 6,127,000 | $ 48,000 | $ 428,000 | $ 53,854,000 | $ 9,019,000 | |||||||||||||||||||||||
American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | $ 6,000,000 | ||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | 3,323,212 | ||||||||||||||||||||||||
Increase in share capital | kr | kr 114,402 | kr 3,323,212 | ||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 8.89 | $ 8.89 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 2,400,000 | $ 6,600,000 | ||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 269,136 | 745,380 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | ||||||||||||||||||||||
Share Issuances | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Increase in share capital | kr | kr 2,298,594 | |||||||||||||||||||||||||||
Entered into financing agreement | Private Placement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 5,300,000 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | |||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 6,900,000 | |||||||||||||||||||||||||||
Entered into financing agreement | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 5,300,000 | |||||||||||||||||||||||||||
Entered into financing agreement | American Depositary Shares [Member] | Private Placement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||
Ordinary shares par value | $ / shares | $ 0.544 | |||||||||||||||||||||||||||
Ifrs Debt Instrument, Term | 3 years | |||||||||||||||||||||||||||
Exercise Price Per Warrant | $ / shares | $ 0.707 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 9,968 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | ||||||||||||||||||||||||||
Increase in share capital | kr | kr 4,450 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.24 | $ 2.76 | ||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 300,000 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | 114,403 | 114,403 | ||||||||||||||||||||||||
Increase in share capital | kr | kr 114,403 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Total proceeds from sale of ordinary shares | $ 4,200,000 | |||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 300,000 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 1.90 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 2,298,594 | 2,298,594 | 356,742 | |||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||||||||
Research and development | $ 2,830 | $ 4,068 | $ 9,618 | $ 12,983 | $ 17,056 | $ 19,583 | $ 10,902 | ||
General and administrative | 2,932 | 2,015 | 8,215 | 5,756 | 8,208 | 6,251 | 5,666 | ||
Total operating expenses | 5,762 | 6,083 | 17,833 | 18,739 | 25,264 | 25,834 | 16,568 | ||
Operating loss | (5,762) | (6,083) | (17,833) | (18,739) | (25,264) | (25,834) | (16,568) | ||
Finance income | 72 | 703 | 404 | 2,761 | 2,831 | 2,039 | 216 | ||
Finance expenses | (182) | (535) | (786) | (918) | (1,508) | (915) | (223) | ||
Net loss before tax | (5,872) | (5,915) | (18,215) | (16,896) | (23,941) | (24,710) | (16,575) | ||
Income tax benefit | 194 | 175 | 613 | 599 | 772 | 178 | 1,557 | ||
Net loss for the year | (5,678) | (5,740) | $ (11,924) | $ (10,559) | (17,602) | (16,297) | (23,169) | (24,532) | (15,018) |
Net loss attributable to shareholders of Evaxion Biotech A/S | (5,678) | (5,740) | (17,602) | (16,297) | (23,169) | (24,532) | (15,018) | ||
Other comprehensive income that may be reclassified to profit or loss in subsequent periods: | |||||||||
Exchange differences on translation of foreign operations | 7 | 12 | (46) | 19 | (25) | (83) | (18) | ||
Tax on other comprehensive income/(expense) | (5) | ||||||||
Exchange rate adjustments of investments in subsidiaries | (3) | 93 | |||||||
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: | |||||||||
Exchange differences on currency translation to presentation currency | 84 | (1,063) | 171 | (3,278) | (2,324) | (1,547) | 412 | ||
Other comprehensive income/(loss) for the year, net of tax | 91 | (1,051) | 125 | (3,259) | (2,352) | (1,542) | 394 | ||
Total comprehensive loss | (5,587) | (6,791) | (17,477) | (19,556) | (25,521) | (26,074) | (14,624) | ||
Total comprehensive loss attributable to shareholders of Evaxion Biotech A/S | $ (5,587) | $ (6,791) | $ (17,477) | $ (19,556) | $ (25,521) | $ (26,074) | $ (14,624) | ||
Loss per share - basic (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) | ||
Loss per share - diluted (in USD per share) | $ (0.21) | $ (0.24) | $ (0.66) | $ (0.69) | $ (0.98) | $ (1.26) | $ (0.97) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION $ in Thousands | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 09, 2021 DKK (kr) | Feb. 28, 2021 DKK (kr) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Non-current assets | |||||||||||
Property and equipment, net | $ 4,312 | $ 4,675 | $ 5,174 | ||||||||
Government grants receivable | 22 | 209 | |||||||||
Tax receivables, non-current | 594 | ||||||||||
Leasehold deposits, non-current | 160 | 156 | 191 | ||||||||
Total non-current assets | 5,089 | 5,040 | 5,458 | ||||||||
Current assets | |||||||||||
Prepayments and other receivables | 3,350 | 2,791 | 1,138 | ||||||||
Unpaid capital contributions | 117 | ||||||||||
Government grants receivable, current | 221 | 563 | |||||||||
Tax receivables, current | 781 | 789 | 838 | ||||||||
Cash and cash equivalents | 2,605 | 13,184 | $ 17,853 | 32,166 | $ 5,834 | $ 9,559 | |||||
Total current assets | 6,853 | 16,985 | 34,705 | ||||||||
TOTAL ASSETS | 11,942 | 22,025 | 40,163 | ||||||||
EQUITY AND LIABILITIES | |||||||||||
Share capital | 4,415 | 3,886 | kr 24,139,413 | 3,755 | kr 23,141,524 | kr 19,198,668 | |||||
Other reserves | 82,614 | 77,076 | 79,114 | ||||||||
Accumulated deficit | (89,763) | (72,659) | (50,432) | ||||||||
Total equity | (2,734) | $ 2,535 | 8,303 | $ 13,548 | $ (20,150) | 32,437 | $ 7,038 | $ 9,362 | |||
Non-current liabilities | |||||||||||
Lease liabilities, non-current | 1,856 | 1,952 | 2,206 | ||||||||
Borrowings, non-current | 7,989 | 7,864 | 1,044 | ||||||||
Provisions | 143 | 144 | 153 | ||||||||
Total non-current liabilities | 9,988 | 9,960 | 3,403 | ||||||||
Current liabilities | |||||||||||
Lease liabilities, current | 311 | 303 | 314 | ||||||||
Warrant liability | 252 | 573 | |||||||||
Borrowings, current | 150 | 136 | 126 | ||||||||
Trade payables | 2,608 | 2,085 | 2,848 | ||||||||
Other payables | 1,367 | 665 | 1,035 | ||||||||
Total current liabilities | 4,688 | 3,762 | 4,323 | ||||||||
Total liabilities | 14,676 | 13,722 | 7,726 | ||||||||
TOTAL EQUITY AND LIABILITIES | $ 11,942 | $ 22,025 | $ 40,163 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY kr in Thousands, $ in Thousands | Share capital USD ($) | Share capital DKK (kr) | Share premium USD ($) | Foreign currency translation reserve USD ($) | Accumulated deficit USD ($) | USD ($) |
Balance at the beginning at Dec. 31, 2019 | $ 2,481 | kr 15,184 | $ 22,862 | $ (169) | $ (15,812) | $ 9,362 |
Net loss for the period | (15,018) | (15,018) | ||||
Other comprehensive income | 395 | 395 | ||||
Share-based compensation | 3,551 | 3,551 | ||||
Issuance of shares for cash | 167 | 8,853 | 9,020 | |||
Transaction costs | (272) | (272) | ||||
Balance at the end at Dec. 31, 2020 | 2,648 | 16,198 | 31,443 | 226 | (27,279) | 7,038 |
Net loss for the period | (24,532) | (24,532) | ||||
Other comprehensive income | (1,537) | (1,537) | ||||
Share-based compensation | 1,379 | 1,379 | ||||
Issuance of shares for cash | 1,107 | 56,502 | 57,609 | |||
Transaction costs | (7,515) | (7,515) | ||||
Balance at the end at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (10,559) | (10,559) | ||||
Other comprehensive income | (2,205) | (2,205) | ||||
Share-based compensation | 665 | 665 | ||||
Issuance of shares for cash | 28 | 28 | ||||
Transaction Costs Paid In Shares | (61) | 61 | 0 | |||
Transaction costs | (216) | (216) | ||||
Balance at the end at Jun. 30, 2022 | 3,844 | 80,153 | (3,521) | (60,326) | (20,150) | |
Balance at the beginning at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (16,297) | |||||
Balance at the end at Sep. 30, 2022 | 3,864 | 80,023 | (4,579) | (65,760) | 13,548 | |
Balance at the beginning at Dec. 31, 2021 | 3,755 | 23,204 | 80,430 | (1,316) | (50,432) | 32,437 |
Net loss for the period | (23,169) | (23,169) | ||||
Other comprehensive income | (2,335) | (2,335) | ||||
Share-based compensation | 942 | 942 | ||||
Issuance of shares for cash | 70 | 358 | 428 | |||
Transaction costs | 61 | (61) | ||||
Balance at the end at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Balance at the beginning at Jun. 30, 2022 | 3,844 | 80,153 | (3,521) | (60,326) | (20,150) | |
Net loss for the period | (5,740) | (5,740) | ||||
Other comprehensive income | (1,058) | (1,058) | ||||
Share-based compensation | 306 | 306 | ||||
Issuance of shares for cash | 20 | 20 | ||||
Transaction costs | (130) | (130) | ||||
Balance at the end at Sep. 30, 2022 | 3,864 | 80,023 | (4,579) | (65,760) | 13,548 | |
Balance at the beginning at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Net loss for the period | (11,924) | (11,924) | ||||
Other comprehensive income | 34 | 34 | ||||
Share-based compensation | 326 | 326 | ||||
Issuance of shares for cash | 504 | 5,469 | 5,973 | |||
Transaction costs | (176) | (176) | ||||
Balance at the end at Jun. 30, 2023 | 4,390 | 86,020 | (3,618) | (84,257) | 2,535 | |
Balance at the beginning at Dec. 31, 2022 | 3,886 | 24,139 | 80,727 | (3,651) | (72,659) | 8,303 |
Net loss for the period | (17,602) | |||||
Balance at the end at Sep. 30, 2023 | 4,415 | 27,814 | 86,145 | (3,531) | (89,763) | (2,734) |
Balance at the beginning at Jun. 30, 2023 | 4,390 | 86,020 | (3,618) | (84,257) | 2,535 | |
Net loss for the period | (5,678) | (5,678) | ||||
Other comprehensive income | 87 | 87 | ||||
Share-based compensation | 172 | 172 | ||||
Issuance of shares for cash | 25 | 129 | 154 | |||
Transaction costs | (4) | (4) | ||||
Balance at the end at Sep. 30, 2023 | $ 4,415 | kr 27,814 | $ 86,145 | $ (3,531) | $ (89,763) | $ (2,734) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||||
Net loss for the period | $ (17,602) | $ (16,297) | $ (23,169) | $ (24,532) | $ (15,018) |
Adjustments for non-cash items | 880 | (1,247) | (323) | 541 | 1,583 |
Interest received | 128 | 13 | |||
Interest paid | (50) | (156) | (172) | (25) | (30) |
Income taxes paid/received, net | 804 | 754 | 846 | 812 | |
Cash flow from operating activities before changes in working capital | (15,840) | (17,700) | (22,897) | (23,170) | (12,653) |
Cash flow from changes in working capital: | |||||
Changes in net working capital | 156 | (2,243) | (2,877) | 1,237 | 215 |
Net cash used in operating activities | (15,684) | (19,943) | (25,774) | (21,933) | (12,438) |
Investing activities: | |||||
Purchase of property and equipment | (88) | (353) | (292) | (1,300) | (149) |
Receipt (payment) of non-current financial assets - leasehold deposits | (6) | 28 | 24 | 30 | (209) |
Investment in intangible assets | (60) | (35) | |||
Net cash (used in)/provided by investing activities | (94) | (324) | (268) | (1,330) | (393) |
Financing activities: | |||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | 6,127 | 48 | 428 | 53,854 | 9,019 |
Transaction costs related to issuance of shares | (180) | (355) | (3,760) | (128) | |
Proceeds from borrowings | 65 | 7,933 | 7,849 | ||
Repayment of borrowings | (334) | (88) | (119) | (63) | |
Leasing installments | (245) | (231) | (305) | (226) | (74) |
Net cash provided by/ (used in) financing activities | 5,433 | 7,307 | 7,853 | 49,805 | 8,817 |
Net increase/(decrease) in cash and cash equivalents | (10,345) | (12,960) | (18,189) | 26,542 | (4,014) |
Cash and cash equivalents at January 1 | 13,184 | 32,166 | 32,166 | 5,834 | 9,559 |
Exchange rate adjustments on cash and cash equivalents | (234) | (1,353) | (793) | (210) | 288 |
Cash and cash equivalents at December 31 | 2,605 | $ 17,853 | 13,184 | 32,166 | 5,834 |
Non-cash investing and financing activities | |||||
Acquisition of property and equipment through loan from lessor | $ 65 | $ 84 | |||
Capitalized intangible assets included in trade payables | $ 60 | ||||
Acquisition of property and equipment included in trade payables | $ 90 |
General Company Information_2
General Company Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
General Company Information | ||
General Company Information | Note 1. General Company Information Evaxion Biotech A/S is a pioneering TechBio company based upon its AI platform: AI-Immunology™. Evaxion’s proprietary and scalable AI prediction models harness the power of artificial intelligence to decode the human immune system and develop novel vaccines for cancer, bacterial diseases, and viral infections. Based upon AI-Immunology™, Evaxion has developed a clinical stage oncology pipeline of novel personalized vaccines and a preclinical infectious disease pipeline in bacterial and viral diseases with high unmet medical needs. Evaxion is a public limited liability company incorporated and domiciled in Denmark with its registered office located at Dr. Neergaards Vej 5f, DK-2970 Hørsholm, Denmark. The unaudited condensed consolidated interim financial statements of Evaxion Biotech A/S and its subsidiaries (collectively, the “Group”) for the three and nine months ended September 30, 2023 and 2022, were approved, and authorized for issuance, by the Audit Committee of the board of directors on November 13, 2023. | Note 1. General Company Information Evaxion Biotech A/S (the “Company” or “Evaxion”) is a clinical-stage biotech company developing AI-powered immunotherapies. Evaxion uses its proprietary and scalable artificial intelligence, or AI, technology to decode the human immune system to identify and develop immunotherapies for patients in the global market. Unless the context otherwise requires, references to the “Company,” “Evaxion,” “we,” “us,” and “our”, refer to Evaxion Biotech A/S and its subsidiaries. Evaxion is a public limited liability company incorporated and domiciled in Denmark with its registered office located at Dr. Neergaards Vej 5f, DK-2970 Hørsholm, Denmark. On February 5, 2021, the Company completed an initial public offering (“IPO”), which resulted in the listing of American Depository Shares (“ADS”) representing the company’s ordinary shares, under the symbol “EVAX” in the United States on the NASDAQ Capital Market. Through the IPO, the Company sold 3,000,000 ADSs, each of which represents one ordinary share, at a price to the public of $10.00 per ADS. The Company received net proceeds of $25.3 million from the IPO, after deducting the underwriting discounts and commissions and offering expenses. Upon the completion of the IPO, authorized share capital consists of 3,000,000 shares of ordinary shares, par value DKK 1 per share. On November 9, 2021, the Company completed a follow-on public offering through which we issued and sold 3,942,856 ADSs, each of which represents one ordinary share, at a price to the public of $7.00 per ADS. The shares issued were inclusive of the 514,285 ADSs issued to the underwriters pursuant to the full exercise of their option to purchase additional shares on November 5, 2021. The Company received aggregate net proceeds of $24.9 million from the follow-on public offering, which includes the funds received for the additional shares issued to the underwriters, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Upon the completion of the follow-on public offering, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,141,524. In June 2022, we entered into a purchase agreement, or the LPC Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park. In connection with the LPC Purchase Agreement, we issued 428,572 ADSs representing ordinary shares to Lincoln Park as consideration for a commitment fee of $1.2 million for Lincoln Park’s agreement to purchase ordinary shares. After issue of shares following the At the Market program with JonesTrading Institutional Services LLC we entered into in October 2022 and due to warrant exercise, the outstanding share capital amounted to nominal DKK 24,139,413 at year end. The consolidated financial statements of Evaxion Biotech A/S and its subsidiaries (collectively, the “Group”) for the year ended December 31, 2022, were approved, and authorized for issuance, by the Audit Committee of the board of directors on April 27, 2023. Emerging Growth Company Status Evaxion is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company has elected to take advantage of specified reduced reporting and regulatory requirements in contrast to those otherwise applicable generally to public companies. This provision includes the exemption from the auditor attestation requirement in the assessment of the Company’s internal control over financial reporting pursuant to Section 404 the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Evaxion will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the global offering, (b) in which its annual gross revenue totals at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of the Company’s ordinary shares that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Impact from COVID-19 The Company continues to closely monitor the potential impact of COVID-19 on the 2022 financial results and cash flows and beyond. The Company has worked closely with laboratories and investigators to ensure safe continuation and working requirements of its ongoing research activities and human clinical trials. The Company has resumed business travel and has remained active and effective in the process of raising capital with institutional investors by conducting key meetings in person and on a virtual basis when appropriate. As of December 31, 2022, the Company has not experienced a materially negative impact from COVID-19 on the audited consolidated financial statements. Russia’s Invasion of Ukraine On February 24, 2022, Russia invaded Ukraine creating a global conflict. The resulting conflict and retaliatory measures by the global community have created global security concerns, including the possibility of expanded regional or global conflict, which have had, and are likely to continue to have, short-term and more likely longer-term adverse impacts on Ukraine and Europe and around the globe. Potential ramifications include disruption of the supply chain including research activities and complications with the conduct of ongoing and future clinical trials of our product candidates, including patient enrollment. The Company relies on global networks of contract research organizations and clinical trial sites to enroll patients. Delays in research activities or in the conduct of our clinical trials could increase associated costs and, depending upon the duration of any delays, require us to find alternative suppliers at additional expense. In addition, the conflict between Russia and the Ukraine has had significant ramifications on global financial markets, which may adversely impact our ability to raise capital on favorable terms or at all. As of December 31, 2022, the Company has not directly experienced a materially negative impact from Russia’s invasion of Ukraine on the consolidated financial statements. |
Liquidity and Going Concern A_3
Liquidity and Going Concern Assessment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern Assessment | ||
Liquidity and Going Concern Assessment | Note 2. Liquidity and Going Concern Assessment On December 21, 2023 the company closed a Private Placement related to the issuance and sale of 9,726,898 of the Company’s ordinary shares, DKK 1 nominal value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and accompanying warrants (the “Warrants”) to purchase up to 9,726,898 Ordinary Shares represented by ADSs at a purchase price of $0.544 per Ordinary Share for an aggregate purchase price of $5.3 million. The Warrants are exercisable immediately upon issuance, have a term of three years, and an exercise price equal to $0.707 per Ordinary Share. Each Ordinary Share is represented by one (1) ADS. The Private Placement was priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the Private Placement are expected to be $5.3 million, and up to an additional $6.9 million of gross proceeds upon cash exercise of the Warrants before deducting offering expenses payable by the Company. This is an important step in Evaxion’s long-term funding strategy and will fund operations to the end of March 2024. Cash burn in Q1, 2024 is significantly higher than for the remaining quarters of 2024. The ambition for 2024 is on a full year basis to generate income from collaboration or license agreements equal to 14 million USD to balance expected cash burn in 2024 excluding financing activities. The Company expects to incur additional losses until such income from business deals, including potential collaborations or licenses is obtained. The losses are planned to be financed through equity offerings, or other capital sources and adjust spending on new and ongoing development and corporate activities, as needed. Based on the current cash position and the forecasted cash requirements, it will require additional financing to fund operations by end of March 2024. Due to uncertainty of related to the result of future funding activities, the continuing operating losses, expected cash flows, the Company concluded that there is significant doubt about its ability to continue as a going concern through one year from September 30, 2023. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and discharge of its liabilities and commitments in the normal course of business. The matters that raise significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Company Accounting Oversight Board (PCAOB) standards. The Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of current shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of the current shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises funds through collaborations, licenses and other similar arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable and/or may reduce the value of our ordinary shares. Failure to raise capital or enter into such other arrangements when needed could have a negative impact on the Company’s financial condition and its ability to pursue its business plans and strategies. If the Company is unable to raise additional capital when needed, it could be forced to delay, limit, reduce or terminate its product candidate development or grant rights to develop and market its product candidates. On June 7, 2022 the Company entered into a Purchase Agreement (the “Purchase Agreement”) with an unrelated third party, Lincoln Park Capital Fund, LLC (“Lincoln Park”), to sell up to $40.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) over a 36 month period. The Company is not obligated to sell any ordinary shares represented by ADSs pursuant to the Purchase Agreement and will control the timing and amount of any such sales, but in no event will Lincoln Park be required to purchase more than $1.5 million in ordinary shares represented by ADSs in any single regular purchase. The purchase agreement is dependent on a market price of the ADSs being above $0.50. Upon execution and delivery of the Purchase Agreement, the Company issued 428,572 ordinary shares represented by ADSs as consideration for a commitment fee of $1.2 million for Lincoln Park’s commitment to purchase its ordinary shares represented by ADSs under the Purchase Agreement. As of June 30, 2023, the Company had not issued and sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. See Note 8 for detailed information on the purchase agreement. On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to sell up to $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. The value of the remaining number of shares under this agreement amounts to approximately $7.8 million. On July 31, 2023 the Company entered into a financing agreement with Global Growth Holding Limited (“GGH”), for the issuance of convertible notes into the Company’s ordinary shares represented by ADSs, DKK 1 nominal value, with each ordinary share represented by one ADSs. Pursuant to the agreement, the Company may elect to sell to GGH up to $20.0 million in such notes on any business day over the 36 month term of the agreement. The Company has the right, but not the obligation to direct GGH to purchase traches of up to $0.7 million, subject to certain limitations and conditions set forth in the agreement. In connection with the agreement, the Company is obligated to pay GGH a commitment fee totaling $1.1 million. At any time, GGH may, in its sole discretion, convert the notes into ordinary shares at specified conversion prices upon submission of a request for conversion by GGH to the Company. The financing agreement between the Company and GGH is subject to approval by the SEC through the date of issuance of this report. | Note 2. Liquidity and Going Concern Assessment The Company has considered whether conditions and events exist that, when considered in aggregate, raise significant doubt about the Company’s ability to continue as a going concern for at least a year from the date of the financial statements. The Company has a history of incurring operating losses and negative cash flows from operations. The Company anticipates incurring additional losses until such time, if ever, it can complete its research and development (“R&D”) activities and obtain an out-licensing partnership for its product candidates and generate revenues from such product candidates. The Company monitors its funding situation closely to ensure that it has access to sufficient liquidity to meet its forecasted cash requirements. Analyses are run to reflect different scenarios including, but not limited to, cash runway, human capital resources and pipeline priorities to identify liquidity risk. This enables Management and the Board of Directors to prepare for new financing transaction and/ or adjust the cost base accordingly. In March 2023 the Company adjusted the organization and reprioritized development programs to focus the operations and to save costs. The Company, with its current strategic plans, anticipates that with the current cash position and the forecast cash requirements per the 2023 updated Annual Budget, it will require additional financing to fund its operations and to continue development of its product candidates by December 2023. The Company plans to finance cash needs through equity offerings, or other capital sources, including potential collaborations or licenses and adjust spending on new and ongoing development and corporate activities, as needed. Due to the continuing operating losses, expected negative cash flows and the need for additional funding to finance future operations, the Company concluded that there is significant doubt about its ability to continue as a going concern through one year from the balance sheet date. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and discharge of its liabilities and commitments in the normal course of business. The matters that raise significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the Public Company Accounting Oversight Board (PCAOB) standards. The Company may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of current shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of the current shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises funds through collaborations, licenses and other similar arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable and/or may reduce the value of our ordinary shares. Failure to raise capital or enter into such other arrangements when needed could have a negative impact on the Company’s financial condition and its ability to pursue its business plans and strategies. If the Company is unable to raise additional capital when needed, it could be forced to delay, limit, reduce or terminate its product candidate development or grant rights to develop and market its product candidates. On June 7, 2022 the Company entered into a Purchase Agreement (the “Purchase Agreement”) with an unrelated third party, Lincoln Park Capital Fund, LLC (“Lincoln Park”), to sell up to $40.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) over a 36 month period. the Company is not obligated to sell any ordinary shares represented by ADSs pursuant to the Purchase Agreement and will control the timing and amount of any such sales, but in no event will Lincoln Park be required to purchase more than $1.5 million in ordinary shares represented by ADSs in any single regular purchase. Upon execution and delivery of the Purchase Agreement, the Company issued 428,572 ordinary shares represented by ADSs as consideration for a commitment fee of $1.2 million for Lincoln Park’s commitment to purchase its ordinary shares represented by ADSs under the Purchase Agreement. As of December 31, 2022, the Company had not issued and sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to sell up to $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Summary of significant accounting policies | Note 3. Summary of Significant Accounting Policies Basis of Preparation The unaudited condensed consolidated interim financial statements of the Company are prepared in accordance with International Accounting Standard 34, “ Interim Financial Reporting The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unaudited condensed consolidated interim financial statements are disclosed in Note 4. The accounting policies applied are consistent with the accounting policies as outlined in the basis of presentation section included in Note 3 of the audited financial statements as of and for the year ended December 31, 2022, except for amendments to standards mentioned below. The implementation of the amendments did not give rise to changes to reported financial figures. Implemented standards ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at September 30, 2023 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. | Note 3. Summary of Significant Accounting Policies Basis of Preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. The financial statements are presented in the Company’s presentation currency, U.S. dollar (“USD”) which is not the functional currency of the parent company. The Group’s financial statements are presented in USD as the result of the Company’s publicly listing the ADSs in the United States. The company’s functional currency is DKK for Denmark, AUD for Australia, and USD for the United States. The financial statements have been prepared on a going concern basis using a historical cost basis. All financial assets and liabilities are measured at amortized cost unless otherwise stated. Reclassifications of prior period presentation Certain items included in the notes to prior year consolidated financial statements have been reclassified to conform to the current period’s presentation. The reclassifications are immaterial to the consolidated financial statements. Basis of Consolidation The audited consolidated financial statements of the Company comprise the Statement of Financial Position as of December 31, 2022 and 2021, and the Statement of Comprehensive Loss for the twelve months ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. The financial statements of subsidiaries are included in the audited consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. Control is reassessed whenever facts and circumstances indicate that there are changes of the control. All intra-Group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full in consolidation. Retrospective effect of share split and bonus share issuance All share and per share data, including that related to warrants, in the consolidated financial statements give retroactive effect to a 2:1 share split and a bonus issue of shares in the ratio of 17:1 of the Company’s authorized, issued and outstanding ordinary shares, which was effective on January 4, 2021, with the corresponding impacts on both share capital and share premium also retroactively recognized. Currency translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as financial income or financial expenses in the statements of comprehensive loss. Non-monetary items in foreign currency which are measured at cost at the statements of financial position date are translated using the exchange rates at the date of the transaction. Translation of foreign operations Assets and liabilities in the Company’s functional currency, DKK and AUD, for Denmark and Australia, respectively, are translated to the Company’s presentation currency at the exchange rate applicable on December 31 for the respective year. Income and expenses in the Company’s functional currency are translated to USD at the average exchange rate which corresponds to an approximation of the exchange rates prevailing on each individual transaction date. Translation differences arising in the translation to presentation currency are recognized in other comprehensive income. Research and development expenses Research and development expenses are primarily internal and external costs incurred in the development of the Company’s product candidates, including personnel costs, share-based compensation, external research and development expenses, maintenance of the Company’s patents, overhead allocation and enhancements and maintenance of the Company’s technology platforms. The research activities are comprised of activities performed before filing an IND or equivalent and necessary pre-clinical activities for such product candidates. All research expenses are recognized in the period in which they are incurred and payments made prior to the receipt of goods or services to be used in research and development are deferred until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third-party contractors and others. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of the expense recognition of these costs, in which case, they are reflected in the financial statements as either prepaid- or accrued expenses. The development activities are comprised of the activities performed following the filing of an IND or equivalent clinical-enabling activities for such product candidates, including but not limited to, research and clinical development activities. In line with industry practice, internal and subcontracted development costs are expensed as incurred. Due to regulatory uncertainties and other uncertainties inherent in the development of new products, development expenses do not qualify for capitalization as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. To date, the Company has not incurred any development costs which qualified for capitalization. Contract Research Organizations expenses and related prepayments and accruals Substantial portions of the Company’s clinical studies are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively, the “CROs”). The CROs generally bill monthly or quarterly for services performed. For studies, the Company accrues expenses based upon estimated percentage of work completed. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. CROs invoice the Company upon the occurrence of predetermined contractual or activity-based milestones; however, the timing of these invoices and the Company’s related payments often do not correspond directly to the level of performance of contracted activities. To the extent payments are made by the Company in advance of the related activities performed by the CROs, they are included in prepayments to clinical research organizations and expensed when the activities performed by the CROs. To the extent the payments are made by the Company following the performance of the related activities, the expense is accrued for as a payable to clinical research organizations. Intellectual property The Company actively seeks to create, maintain and protect intellectual property and proprietary information and technology that is considered important to the Company’s business, which includes seeking and maintaining patents covering proprietary technology, product candidates, proprietary processes and any other inventions that are commercially and / or strategically important to the Company’s business development. These expenses are expensed as incurred and not capitalized as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. The Company has not incurred any costs that qualify for capitalization. Income from government grants The Company receives grants for certain research and development activities. The grant income is recognized as a reduction of research and development expenses in the period in which the underlying expenditures were incurred and when there is reasonable assurance that the Company will comply with all conditions to receive the grant income. Government grants comprise direct grants and tax credits related to qualifying research and development costs in excess of the corporate tax rate. Tax credits in an amount up to the corporate tax rate are classified as income tax benefits. General and administrative expenses General and administrative expenses consist primarily of fees paid to external consultants and personnel costs, including share-based compensation for the Company’s executive, finance, corporate and business development functions. In addition, general and administrative expenses also include depreciation and other expenses for the Company’s corporate headquarters as well as other allocated overhead. Share-based payments The Company issues warrants as an incentive to employees and non-employees. The fair value of the warrants granted is recognized as an expense with a corresponding credit to accumulated deficit. The fair value is expensed over the requisite service period of the awards. The expense recognition is based on an estimate of the number of warrants expected to vest. The estimate is reassessed regularly, and on a cumulative basis, the expense is equal to the fair value of the number of warrants which actually vest. For employees and consultants providing services similar to employees of the Company, the fair value of the equity instruments is determined at the date of grant resulting in a fixed fair value at grant date that is not adjusted for future changes in the fair value of the equity awards that may occur over the service period. The grant date is defined as the date at which the parties agree to the contractual terms. For consultants providing other services that are not similar to employees of the Company, the transactions are measured at the fair value of the services received unless this is not reliably measurable. In such cases, the transactions are measured at fair value of the equity instruments granted at the dates when the services are provided. Modification of warrants which are beneficial are accounted for with their incremental value or over the shorter vesting period. Non-beneficial modifications such as an extension of the vesting period are not accounted for. Consequently, the original terms are deemed to continue to exist. The Company estimates the fair value of warrants using the underlying value of the Company’s ordinary shares. Since the warrants granted before December 2020 are exercisable for nominal consideration, the warrants are valued using the fair value of the Company’s ordinary shares on grant date less the exercise consideration. Warrants granted during 2022 and 2021 are valued using a black-scholes share option pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The key assumption in this estimate is the fair value of the Company’s ordinary share on the warrant grant date. Accounting for joint operations – Southern Denmark University The Company enters into agreements from time to time that may be subject to the requirements of IFRS 11, Joint Arrangements Southern Denmark University Accounting for joint operations - MSD International GmbH and MSD International Business GmbH The Company has entered into a collaboration agreement with MSD International GmbH and MSD International Business GmbH (jointly ‘MSD’). Under the arrangement, the Company will share its clinical trial in which the Company’s compound and MSD’s compound is dosed in combination. In determining the accounting treatment for these types of arrangements, the Company carefully evaluates the relationship between the two parties in order to determine whether the arrangement is, in substance, a collaboration arrangement between the two parties (to be accounted for in accordance with IFRS 11, Joint Arrangements), or rather, a vendor-customer contract (to be accounted for in accordance with IFRS 15, Revenue from Contracts with Customers). Management has determined that MSD does not meet the definition of a customer under IFRS 15. Consequently, the arrangement is classified as a collaboration arrangement and is accounted for as a joint operation in accordance with IFRS 11 resulting in the recognition of the Company’s own income and expense and assets and liabilities, respectively. Finance Income Finance income consists primarily of foreign currency gains, and a gain from changes in fair value of liability-classified warrants. Finance Expense Finance expenses consists primarily of foreign currency losses, interest expense and related loan costs on the EIB Loan Agreement (as defined herein), and interest expense on leasing liabilities. Income tax The income tax for the period comprises current and deferred tax, including prior-year adjustments and changes in provisions for uncertain tax positions. Tax is recognized in the statement of comprehensive loss, except to the extent that it relates to items recognized in equity. Research and development tax credits are available to the Group under the tax laws of Denmark and Australia respectively, based on qualifying research and development spend as defined under those tax laws. Tax credits not exceeding the corporate tax rate are recognized as an income tax benefit. Tax credits in excess of the corporate tax rate are classified as government grants. Accruals for uncertain tax positions and/or valuation of government grant receivables require management to make judgments of potential exposures. Accruals for uncertain tax positions and/or valuation of government grant receivables are measured using either the most likely amount or the expected value amount, depending on taxable amounts. Deferred taxes Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where the tax value can be determined according to alternative tax rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the obligation. Deferred tax assets are measured at the value at which they are expected to be utilized, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities. Deferred tax assets are set off within the same legal tax entity and jurisdiction. Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions could necessitate future adjustments to tax income and expenses already recorded. As at December 31, 2022 and 2021, the Company has not recognized any provisions for uncertain tax positions resulting in a risk that the deferred tax asset related to warrants is lower than disclosed. The Company recognizes deferred income tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. Management has considered future taxable income in assessing whether deferred income tax assets should be recognized and has concluded that the deferred income tax assets do not meet the criteria for recognition as assets in the statements of financial position. Tax receivables Current tax assets for the current and prior periods are measured at the amount expected to be recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. EIB Loan All loans and borrowings are classified as financial liabilities and are initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. Further, considerations from the lender for other elements in the transaction are accounted for separately. After initial recognition, any such loans and borrowings are measured at amortized cost using the effective interest method, with the amortization recognized in finance costs. In August 2020, we executed the EIB Loan Agreement, with European Investment Bank (“EIB”) for a principal amount of €20.0 million, divided into three tranches of €7.0 million, €6.0 million, and €7.0 million (the “EIB Loan”). During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. Under the EIB Loan Agreement, the EIB Loan tranche balances are due six years from their respective disbursement dates. We received the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The loan is initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. The loan is subsequently measured at amortized cost, with the unwinding of the discount recorded in finance costs over the life of the loan. EIB Warrants Under the EIB Loan Agreement, EIB is entitled to an aggregate of 1,003,032 cash settled EIB Warrants with an exercise price of 1 DKK per warrant for all tranches (the “EIB Warrants”). On February 17, 2022, 351,036 EIB Warrants were issued to EIB as part of the drawdown of the first tranche of the EIB Loan. The EIB Warrants are part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial Instruments Standards (IAS) 32 and IFRS 9. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. EIB is entitled to elect net in cash settlement of its warrants at any time, and consequently a financial liability for the redemption amount is recognized. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The redemption amount is equal to the current share price. The remeasurements are presented as finance expense or finance income. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets. Leasehold improvements and Loan from lessor The Company’s lease contract comprises funding for the customization of the premises to the Company’s specific needs. The payment is determined based on the actual costs incurred for the customization, a repayment period of 8 years and an interest rate of 6% per annum. The Company has assessed whether this is a lease component, or a leasehold improvement funded by the lessor. We have considered the following factors: 1. Which party designed the customization 2. Which party had the right to direct changes to the work 3. Who is taking on the economic risk of the cost price of the work A third party has designed the project according to the Company’s instructions, and the Company had the right to direct changes to the work during the construction period. Further, the Company has the full economic risk of the work due to 1 :1 linkage between construction costs and payments to the lessor. Consequently, the Company has assessed that the customization is a leasehold improvement funded by the lessor and accordingly presented a leasehold improvement and a corresponding liability for the loan from the lessor. Right-of-use assets The Company recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs. Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the right-of-use asset using the straight-line method. In addition, right-of-use assets are reduced by impairment losses, if any, and adjusted for certain remeasurements. The Company’s right-of-use assets are presented within property and equipment, net. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the following payments, when applicable: ● fixed payments (including in-substance fixed payments), less any lease incentives receivable; ● variable lease payments (linked to an index or interest rate); ● expected payments under residual value guarantees; ● the exercise price of purchase options, where exercise is reasonably certain; ● lease payments in optional renewal periods, where exercise of extension options is reasonably certain; ● and penalty payments for the termination of a lease, if the lease term reflects the exercise of the respective termination option. The lease payments are discounted using the interest rate implicit in the lease if this rate can be readily determined. Otherwise, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of the lease liabilities are remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments). Intangible assets The Company recognized intangible assets for licenses. Licenses are measured at cost less cumulative amortization and impairment. Cost is measured at fair value of the consideration transferred with addition of transactions costs. If additional consideration is transferred to the seller due to meeting certain milestones, these payments are added to the cost price once the conditions for making the payments are met. The capitalized assets are amortized over their useful lives, which are determined on the basis of the expected pattern of consumption of the expected future economic benefits embodied in the license or similar development agreement. Amortization commences only once the necessary regulatory and marketing approval has been received for the product candidates to which they relate. To date, the Company has not received any regulatory and marketing approval for any of its product candidates. Consequently, the Company did not recognize any amortization expense for its intangible assets. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, as follows: Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years Impairment of non-financial assets Assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. The Company has not Provisions Provisions are recognized when we have an existing legal or constructive obligation as a result of events occurring prior to or on the balance sheet date, and it is probable that the utilization of economic resources will be required to settle the obligation. Provisions are measured as the best estimate of the expense necessary to settle the obligation at the balance sheet date. Provisions that are estimated to mature after more than one year after the balance sheet date are measured at their present values, using a discount rate based on the Company’s risk adjusted incremental borrowing rate. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are classified at initial recognition, including on the basis of the purpose for which the instrument was acquired and managed. This classification determines the valuation of the instruments. (i) Non-derivative financial assets Non-derivative financial assets are recognized initially on the date they are originated. The Company derecognizes non-derivative financial assets when the contractual rights to cash flows expire or it transfers the right to receive cash flows in a transaction which transfers substantially all the risks and rewards of ownership of the asset. The Company’s financial assets are initially recognized at fair value and subsequently measured at amortized cost less accumulated impairment losses. The Company holds the following categories of non-derivative financial assets: Receivables Receivables (including lease deposits, receivables and receivables from unpaid capital) represent the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). They are measured at amortized cost less impairment. Prepayments include expenditures related to future financial periods and are measured at amortized cost. Cash and cash equivalents Cash is comprised of cash on hand and in bank deposit accounts. Cash equivalents are instruments with original maturities of 90 days or less. The Company does not have any cash equivalents for the years ended December 31, 2022 and 2021. (ii) Non-derivative financial liabilities Non-derivative financial liabilities comprise other payables which are measured initially at fair value and subsequently at amortized cost. Trade Payables Trade payables and accruals relate to the Group’s purchase of products and services from various vendors in the normal course of business. Other Payables Other payables are comprised of payables to clinical research organizations, employee liabilities and other liabilities. The contract liabilities consist of CROs and vendor accruals. Employee cost liabilities are comprised of provision for holiday allowance, provision for salaries and other employee related provisions. Other liabilities consist of commitments and liabilities related to government grants received in advance. Segment Information An operating segment is a part of the Company that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM for the Company is the Chief Executive Officer. The Company does not divide its operations into different segments and the CODM operates and manages the Company’s entire operations as one segment, which is consistent with the Company’s internal organization and reporting system. The Company does not have any revenue and there are no material non-current assets attributable to countries other than Denmark. Shareholders’ Equity The share capital comprises the nominal amount of the company’s ordinary shares, each at a nominal value of DKK 1. Other reserves includes the share premium comprising the amount received, attributable to shareholders’ equity, in excess of the nominal amount of the shares issued at the company’s capital increases, reduced by any expenses directly attributable to the capital increases as well as translation reserves. Translation reserves include exchange rate adjustments of equity and intragroup receivables forming part of the net investments in our group enterprises. Accumulated deficit includes the accumulated profit or loss as well as well as the reserve for share-based payment representing the corresponding entries to the share-based payment recognized in the profit or loss, arising from our warrant programs. Loss Per Share The calculation of basic loss per share is based on the Company’s net loss for the year attributable to shareholders of Evaxion Biotech A/S and on the weighted average number of ordinary shares outstanding during the year. The number of shares outstanding take in effect the 2 for 1 stock split and the 17 for 1 bonus share issuance on January 4, 2021. In calculating diluted loss per share, earnings and the average number of shares are adjusted for the dilutive effects of potential ordinary shares. Loss per share is not adjusted for any dilution that results in a loss per share that is lower than loss per ordinary share before dilution. Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at December 31, 2022 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. |
Significant Accounting Judgem_2
Significant Accounting Judgements, Estimates, and Assumptions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Judgements, Estimates, and Assumptions | ||
Significant Accounting Judgements, Estimates, and Assumptions | Note 4. Significant Accounting Judgements, Estimates, and Assumptions In the application of its accounting policies, the Company is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company’s annual report on Form 20-F. Significant accounting estimates made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in our unaudited condensed consolidated interim financial statements relate to share-based compensation. See Note 7 below for additional information regarding share-based compensation. We have as mentioned in note 2 evaluated the cash position and future funding requirements and have concluded that there is a significant doubt about the Company’s ability to continue as a going concern. Besides this there have been no other changes to the application of critical accounting judgments, or estimation uncertainties regarding accounting estimates. | Note 4. Significant Accounting Judgements, Estimates, and Assumptions The preparation of the consolidated financial statements in conformity with IFRS as issued by the IASB requires management to make judgements, estimates and assumptions that affect the application of policies and amounts reported in the financial statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The critical accounting policies which involve significant estimates, assumptions or judgements, the actual outcome of which could have a material impact on the Company’s results and financial position outlined below, are as follows: Share-based compensation Management determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards is determined at the date of grant using generally accepted valuation techniques or valuation based on the Company’s fundraising events. Assumptions are made and judgments are used in applying valuation techniques. Prior to the Company’s IPO completed in February 2021, these assumptions and judgments include estimating the fair value for the underlying Ordinary share on the warrant grant date, as well as the likelihood of liquidity events such as IPOs. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates as well as the term applied to the expense recognition. Subsequent to the Company’s IPO completed in February 2021, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. Refer to Note 8 for further detail surrounding share-based compensation. European Investment Bank Loan and warrant liability In February 2022, the first tranche related to the Company’s loan agreement with the European Investment Bank (EIB) was drawn down. As part of the loan arrangement warrants were granted to EIB. The liability is initially recognized at fair value, net of transaction costs incurred (this includes the amount attributable to the warrants (see below). The loan is subsequently measured at amortized cost using the effective interest method. The effective interest rate is determined based on the outstanding amount and the fixed interest payments during the period outstanding and the accumulated payment-in-kind interest payment to be paid upon repayment. The warrants are considered a liability as they can be settled in cash and form part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial instruments standards IAS 32 and IFRS 9. The liability is measured initially at its fair value. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. The warrant liability is subsequently remeasured at the redemption amount. Significant judgment is made in respect of valuation of the warrants. Leasehold Improvements and Loan from Lessor A significant judgment was made in respect of determining whether customization of leased premises forms part of the lease or is a leasehold improvement funded by the lessor. See the section “Leasehold improvements and Loan from lessor” in Note 3. There have been no other changes to the application of critical accounting judgments, or estimation uncertainties regarding accounting estimates. Refer to Note 2 “Liquidity and Going Concern” and Note 3 for a summary of significant accounting policies for further discussion. |
Borrowings_2
Borrowings | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Borrowings. | ||
Borrowings | Note 5. Borrowings Loan from Lessor In October 2020, the Company entered into a lease for approximately 1,356 square meters, which is allocated on 839 square meters of office space, and 518 square meters of laboratory space in Hørsholm, Denmark. In addition to the ordinary lease payments, the Company obtained financing from DTU Science Park A/S (“DTU”) for rebuilding the laboratory facility and engineering building to match the Company’s needs. The Company will repay the $1.3 million financing at a fixed interest rate of 6% over 8 years. If the lease is terminated due to default by the Company before the outstanding balance, including interest accrued, has been repaid, the remaining balance is due immediately. The finance liability is recorded at amortized cost, which approximates fair value at the time of issuance. For the three months ended September 30, 2023 and 2022, interest expense related to the loan from lessor was nominal. For the nine months ended September 30, 2023 and 2022, interest expense related to the loan from lessor was $0.1 million and $0.1 million, respectively. During the three months ended September 30, 2023 and 2022 the Company had additions for borrowings related to the loan from lessor of $nil and $nil, respectively. During the nine months ended September 30, 2023 and 2022 the Company had additions for borrowings related to the loan from lessor of $0.1 million and $nil, respectively. As a result of the structure of the DTU financing this amount is not included as Purchase of property, plant and equipment EIB Loan In August 2020, the Company executed the EIB Loan, for a principal amount of €20.0 million, divided into three tranches of tranche 1 in the amount of €7.0 million, tranche 2 in the amount of €6.0 million and tranche 3 in the amount of €7.0 million. Under the EIB Loan Agreement, the tranche balances are due six years from their respective disbursement dates. During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The Company will repay the first tranche of the EIB Loan at a fixed interest rate of 3% per annum and a payment-in-kind interest rate of 4% per annum. The loan is amortized to maturity using an effective monthly interest rate of 0.78%. For the three months ended September 30, 2023 and 2022, interest expense related to the EIB Loan was $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2023 and 2022, interest expense related to the EIB Loan was $0.5 million and $0.3 million, respectively. The loan is repayable in full six years after drawing down. Under the current business plans the Company cannot draw the remaining two tranches of the EIB loan. Borrowings are summarized as follows (in thousands): September 30, December 31, 2023 2022 Loan from lessor $ 1,016 $ 1,068 EIB Loan 7,123 6,932 Total Borrowings 8,139 8,000 Less: Borrowings, current portion (150) (136) Total Borrowings, net of current portion $ 7,989 $ 7,864 | Note 18. Borrowings Loan from Lessor In October 2020, the Company entered into a lease for approximately 1,356 square meters, which is allocated on 839 square meters of office space, and 518 square meters of laboratory space in Hørsholm, Denmark. In addition to the ordinary lease payments, the Company obtained financing from DTU Science Park A/S (“DTU”) for rebuilding the laboratory facility and engineering building to match the Company’s needs. The Company will repay the $1.3 million financing at a fixed interest rate of 6% over 8 years. If the lease is terminated due to default by the Company before the outstanding balance, including interest accrued, has been repaid, the remaining balance is due immediately. The finance liability is recorded at amortized cost, which approximates fair value at the time of issuance. As of December 31, 2022, the Company is still in discussions with DTU on the actual costs incurred. For the years ended December 31, 2022 and 2021 interest expense related to the loan from lessor was $0.2 million and $nil, respectively. During the year ended December 31, 2022 the Company had additions for borrowings related to the loan from lessor of $0.1 million. As a result of the structure of the DTU financing this amount is not included as Purchase of property, plant and equipment EIB Loan In August 2020, the Company executed the EIB Loan, for a principal amount of €20.0 million, divided into three tranches of tranche 1 in the amount of €7.0 million, tranche 2 in the amount of €6.0 million and tranche 3 in the amount of €7.0 million. Under the EIB Loan Agreement, the tranche balances are due six years from their respective disbursement dates. During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The Company will repay the first tranche of the EIB Loan at a fixed interest rate of 3% per annum and a payment-in-kind interest rate of 4% per annum. The loan is amortized to maturity using an effective monthly interest rate of 0.78%.For the years ended December 31, 2022 and 2021 interest expense related to the EIB Loan was $0.6 million and $nil, respectively. The loan is repayable in full six years after drawing down. Under the present business plans the Company cannot draw the remaining two tranches of the loan. Borrowings are summarized as follows (in thousands): December 31, 2022 2021 Loan from lessor $ 1,068 $ 1,170 EIB Loan 6,932 — Total Borrowings 8,000 1,170 Less: Borrowings, current portion (136) (126) Total Borrowings, net of current portion $ 7,864 $ 1,044 |
Warrant Liability_2
Warrant Liability | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Warrant Liability | Note 6. Warrant Liability The Company received the proceeds from the draw of the first tranche of the EIB Loan on February 17, 2022. In connection therewith, EIB received 351,036 EIB Warrants, at an exercise price of DKK 1 per warrant, which vested immediately, pursuant to the terms of a separate warrant agreement, the EIB Warrant Agreement. The EIB Warrants are exercisable at any time after issuance either net in cash or through payment of the exercise price and receipt of shares. Therefore, the warrant liability is recognized in full upon issuance. The liability is measured initially at its fair value and is subsequently remeasured at the present value of the redemption amount. The liability is classified in level 1 of the fair value hierarchy. Due to the fact that the exercise price is insignificant compared to the share price, there is virtually no time value. Consequently, the present value of the redemption amount is equal to the current share price. As the warrant liability is a non-cash financing cost the amount related to the initial recognition of the warrant liability during the nine months ended September 30, 2023 and 2022 is not included within the unaudited condensed consolidated interim statements of cash flows. The following table sets forth the changes to the warrant liability (in thousands): Warrant Liability (USD in thousands) Carrying amount at January 1, 2023 $ 573 Remeasurement of warrant liability (323) Foreign currency translation 2 Carrying amount at September 30, 2023 $ 252 Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability — Foreign currency translation (126) Carrying amount at September 30, 2022 $ 881 | Note 19. Warrant Liability The Company received the proceeds from the draw of the first tranche of the EIB Loan on February 17, 2022. In connection therewith, EIB received 351,036 EIB Warrants, at an exercise price of DKK 1 per warrant, which vested immediately, pursuant to the terms of a separate warrant agreement, the EIB Warrant Agreement.The EIB Warrants are exercisable at any time after issuance either net in cash or through payment of the exercise price and receipt of shares. Therefore, the warrant liability is recognized in full upon issuance. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The liability is classified in level 1 of the fair value hierarchy. Due to the fact that the exercise price is insignificant compared to the share price, there is virtually no time value. Consequently, the present value of the redemption amount is equal to the current share price. As the warrant liability is a non-cash financing cost the amount related to the initial recognition of the warrant liability is not included within the consolidated statements of cash flows. The following table sets forth the changes to the warrant liability: Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability (395) Foreign currency translation (39) Carrying amount at December 31, 2022 $ 573 |
Share-Based Payments_2
Share-Based Payments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payments | ||
Share-Based Payments | Note 7. Share-Based Payments Warrant Program and Amendments The Company’s Articles of Association allow for the granting of equity compensation, in the form of equity settled warrants, to employees, consultants and Scientific Advisory Board members who provide services similar to employees, members of executive management, and the board of directors. The warrants granted in 2018 or prior vested upon the closing of our initial public offering in February 2021 (“IPO”). The warrants granted in 2020 vest either gradually over 36 months or vest immediately. Vested warrants granted in 2020 are exercisable in certain exercise windows beginning in the second half of the year of 2021. Warrants granted up until 2019 expire on December 31, 2036. Warrants granted in 2022, 2021, and 2020 expire on December 31, 2031. As of September 30, 2023 and 2022, the number of warrants as a percentage of outstanding ordinary shares was 9.2% and 10.6%, respectively. The following schedule specifies the granted warrants: Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2022 2,743,093 USD 1.50 (1) Warrants exercised (4) (351,515) USD 0.14 Warrants granted 260,000 USD 1.33 Warrants forfeited (82,381) USD 2.72 Warrants cancelled — — Warrants granted as at September 30, 2023 (3) 2,569,197 USD 1.47 (2) Warrants exercisable as at September 30, 2023 1,894,591 USD 1.11 (2) Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 (1) Warrants exercised (4) (345,548) USD 0.13 Warrants granted 161,000 USD 2.72 Warrants forfeited (16,623) USD 5.37 Warrants cancelled — — Warrants granted as at September 30, 2022 2,531,447 USD 1.32 (2) Warrants exercisable as at September 30, 2022 1,962,252 USD 0.57 (1) December 31, 2022 and 2021 USD and DKK end-rates used. (2) September 30, 2023 USD-end rate used. (3) Number of warrants exclude EIB Warrants referred to in Note 6. (4) The weighted average share price at the date of exercise was $1.40 and $2.31 for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company's Board of Directors granted 100,000 onboarding warrants to a member of executive management and 150,000 warrants to an external consultant. On March 15, 2023, the Company's board of directors granted 10,000 warrants to an employee of the Company. In connection with the grant of the warrants, the Company amended its Articles of Association to provide for the grant thereof. The warrants were issued on the terms and conditions set out in the Company's Articles of Association and vest with 1/36 During the nine months ended September 30, 2022, the Company granted 161,000 warrants. All granted warrants will vest 1/36 Employees will be entitled to receive a number of warrants based on the individual employee’s grade and performance for 2023. The warrants will be granted in February 2024 at the share price equal to the fair market value thereof on the date of grant and vests 1/36 Subsequent to the Company’s IPO, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. On the other hand, due to the fact that as of 2021, warrants will be granted at the share price on the date of grant, fair value comprises a time value which is significantly affected by the expected life and expected volatility. The expected life of a warrant is based on the assumption that the holder will not exercise until after the equity award is fully vested. Actual exercise patterns may differ from the assumption used herein. The expected volatility is based on peer group data and reflects the assumption that the historical volatility over a period similar to the life of the warrant is indicative of future trends, which may not necessarily be the actual outcome. The peer group consists of listed companies that management believes are similar to the Company in respect to industry and stage of development. Even with objective evidence of the fair value of an ordinary share, small changes in any other individual assumption or in combination with other assumptions could have resulted in significantly different valuations. The following assumptions have been applied for the warrants issued during the nine months ended September 30, 2023 and 2022, respectively: September 30, September 30, 2023 2022 Expected term (in years) 5.0 – 7.0 6.5 Risk-free interest rate 4.60 – 4.61 % 3.97 – 4.06 % Expected volatility 85 % 85 % Share price $ 0.60 – 1.78 $ 1.71 – 3.03 | Note 8. Share-Based Payments Warrant Program and Amendments The Company’s Articles of Association allow for the granting of equity compensation, in the form of equity settled warrants, to employees, consultants and Scientific Advisory Board members who provide services similar to employees, members of executive management, and the board of directors. The warrants granted in 2018 or prior vested upon the closing of our initial public offering in February 2021 (“IPO”). The warrants granted in 2020 vest either gradually over 36 months or vest immediately. Vested warrants granted in 2020 are exercisable in certain exercise windows beginning in the second half of the year of 2021. Warrants granted up until 2019 expire on December 31, 2036. Warrants granted in 2022, 2021 and 2020 expire on December 31, 2031. For the years ended December 31, 2022, 2021 and 2020, the number of warrants outstanding as a percentage of outstanding ordinary shares was 11.4%, 11.8% and 13.8%, respectively. During 2022, the Company granted 491,612 warrants, of which 35,000 were granted to its Chief AI and Culture Officer (“CAICO”), 25,000 were granted to its Chief Scientific Officer (“CSO”), 16,667 were granted to its Chief Financial Officer (“CFO”), 25,000 were granted to its Chief Medical Officer (“CMO”), 20,833 were granted to its Chief Operating Officer (“COO”), 3,125 were granted to its Chief Business Officer (“CBO”) and 3,125 were granted to its Chief Executive Officer (“CEO”). All granted warrants will vest over 36 months. In connection with the appointment of a new Chief Executive Officer (“CEO”) in September 2022, the new Chief Financial Officer (“CFO”) in May 2022 and the new Chief Operating Officer (“COO”) in March 2022 they were all granted warrants, the CEO CFO In the second quarter of 2021, the Company granted 62,147 warrants to its Chief Medical Officer (“CMO”) which vest over 36 months. In 2019, the Company granted 150,660 warrants to its Chief Financial Officer (“CFO”) which were exercisable upon an exit event. In December 2020, the terms of the warrants issued to the Company’s CFO were amended to no longer comprise exercisability upon an exit event. Consequently, these warrants did not vest upon the IPO in February 2021 and will vest in accordance with the vesting schedule for warrants granted in 2020. On January 4, 2021, the Company effected its Stock Split which also resulted in a reduction of the nominal value of the Company’s ordinary shares from DKK 2 to DKK 1. In accordance with the anti-dilution provisions of the warrant agreements, the number of warrants was increased by a ratio of 36 to 1 and the exercise price was decreased from DKK 2 to 1 DKK. Accordingly, information related to the Company’s warrants, have been retroactively adjusted to reflect the stock split and the bonus shares for all periods presented. The following schedule specifies the granted warrants: Weighted Weighted Average Average Remaining Number of Exercise Contractual warrants Price/Share Life (years) Warrants granted as at December 31, 2019 1,932,156 DKK1 17 Warrants granted 363,168 DKK1 Warrants forfeited (45,216) DKK1 Warrants cancelled (22,032) DKK1 Warrants granted as at December 31, 2020 2,228,076 DKK1 15 Warrants granted during 2021 (1) 63,802 DKK1 Warrants granted December 2021 523,599 USD 5.38 Warrants exercised (62,284) (2) DKK1 Warrants forfeited (10,178) DKK1 Warrants cancelled (10,397) DKK1 Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 13 Warrants granted 491,612 USD 2.24 Warrants exercised (388,181) (2) USD 2.42 Warrants forfeited (92,956) USD 1.28 Warrants cancelled — — Warrants granted as at December 31, 2022 (3) 2,743,093 USD 1.50 (4) 11 Warrants exercisable as at December 31, 2020 — Warrants exercisable as at December 31, 2021 2,072,122 Warrants exercisable as at December 31, 2022 (3) 1,988,106 (1) Of which 62,147 warrants were legally granted in June 2021 and the remaining 1,655 warrants were legally granted in December 2020. (2) The weighted average share price at the date of exercise were USD 2.42 and USD 5.59 for the years ended December 31, 2022 and 2021, respectively. (3) Number of warrants exclude EIB Warrants referred to in Note 19. (4) December 31, 2022 USD-end rate used. During 2019 employees, external consultants, executive management and board members became contractually entitled to warrants that was rectified on December 17, 2020: ● In January 2019, 45,216 warrants were granted to a member of executive management. They vest from December 2020 – December 2022. Fair value at grant date amounted to $0.3 million. ● In February 2019, 7,956 warrants were granted to an employee. They vest from December 2020 – December 2022. Fair value at grant date amounted to $0.1 million. ● In September 2019, 54,000 warrants were granted to an employee. The warrants vested immediately. Fair value at grant date amount to $0.5 million. ● In October 2019, 150,660 warrants were granted to a member of executive management. The warrants vest annually over 3 years . Fair value at grant date amounted to $1.3 million. ● In December 2020, an aggregate of 126,972 warrants attributable to 2019 entitlements were granted to employees, members of our board of directors and consultants who provide similar services as employees. 63,612 warrants vested immediately and 63,360 warrants vest monthly over three years from January 2020 – December 2022. Fair value at grant date amounted to $1.2 million. ● In December 2020, an aggregate of 236,196 warrants attributable to 2020 entitlements were granted to employees, members of our board of directors and consultants who provide similar services as employees. Of the warrants granted, 120,888 warrants vested immediately and 115,308 warrants vest monthly over three years from January 2020 – December 2022. Fair value at grant date amounted to $2.3 million. ● In June 2021, 62,147 were granted to a member of Executive Management. Fair value at grant date amounted to $0.4 million. ● During 2021, an aggregate of 523,599 warrants attributable to 2021 entitlements were granted to employees, members of our board of directors and executive management. Of the warrants 22,916 were granted to our board of directors vested immediately. The warrants granted to employees and executive management vest over 36 months . Fair value at grant date amounted to $1.5 million. ● For the year ended December 31, 2019 the Company had 22,032 outstanding warrants to SDU employees and recognized an immaterial amount of expense for these warrants as research and development expenses in the statement of comprehensive loss. In September 2020, the Company terminated its existing agreement with SDU for business reasons. Under the terms of the SDU agreement, the Company did not incur a termination penalty and has no further obligations under this agreement. ● A member of the executive board terminated his employment contract as of April 30, 2020 and forfeited his right to 45,216 unvested warrants. ● A member of the executive board terminated his employment contract as of October, 2021 but no granted warrants remained unvested as of that date. ● During 2022, an aggregate of 491,612 warrants attributable to 2022 entitlements were granted to employees, members of our board of directors and executive management. Of the warrants 2,500 were granted to our employees vested immediately. The warrants granted to employees and executive management vest over 36 months . Fair value at grant date amounted to $0.8 million. ● During 2022 the former Chief Executive Officer of the Company forfeited his right to 45,327 unvested warrants. In December 2022 employees received a number of warrants based on the individual employee’s grade and performance in 2022. The warrants were granted at the share price equal to the fair market value thereof on the date of grant and will vest 1/36 Share-based compensation expenses included in the statements of comprehensive loss: Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 760 $ 1,051 $ 1,496 General and administrative expenses 182 328 1,912 Total $ 942 $ 1,379 $ 3,408 In 2020 an amount of $0.1 million related to warrants issued as compensation for arranging investors to subscribe for shares has been recognized in equity as a share-based compensation expense related to the capital increase. Determination of Fair Value of Warrants The warrants issued under the share-based payment arrangement until December 2021 are exercisable for nominal consideration compared to the fair value of the shares resulting in virtually no time value. The Company values these warrants based on the intrinsic value of the shares measured as the difference between the fair value of the Company’s Ordinary shares and the warrant exercise price. Due to the highly specialized nature of services provided by consultants who provide services similar to those provided by employees of the Company, transactions with those consultants are measured at fair value of the equity instruments granted. Under the share-based payment arrangement, there is no protection against capital increases at a discount and dividend distribution. However, dividends are not likely to be distributed and there is generally no reason to raise new capital at below the current share price. On this basis, the Company has assessed that it is generally appropriate to assume that no such transactions will take place during the holding period. When issuing warrants in 2018, convertible bonds with a potential dilutive effect were outstanding, and fair value was adjusted to reflect this potential dilution. The stock split and bonus share issuance executed on January 4, 2021 resulted in a dilution of the warrant holders due to the increase of the exercise price compared to the pre stock split and bonus share issue. For warrants granted on December 17, 2020, the fair value was adjusted to reflect this dilution. For other grants, no such adjustment has been made. The fair values of the warrants are measured with reference to the share price of the underlying share. Up until December 2020, this share value was determined using the value established in different financing transactions with unrelated parties. In each of these transactions, the relative ownership of the Company was changed, and a share value was established using these fund-raising transactions. The fair values of warrants are estimated using a linear interpolation in USD of the share value on grant date based on the value established on capital event dates before and after the grant date. For warrants granted in December 2020, the Probability-Weighted Expected Return Method (“PWERM”) was applied, based on the weighted value of the share in a stay private scenario and an IPO scenario. 40% weight was put to the stay private scenario applying a share price equal to the share price of USD 8.89 at the November 2020 capital increase and 60% weight was put to the IPO scenario applying the mid-price of the indicative IPO price range of USD 11.00 available on the balance sheet. A 10% lack of marketability discount (DLOM) was applied to the IPO price. Warrants granted prior to December 2020 are exercisable only upon an exit event or upon the Board of Director’s decisions, which is a post vesting restriction. Since the warrants granted prior to 2020 do not expire until December 31, 2036, Management considers it highly unlikely that the warrants will not become exercisable and no downward adjustment to reflect the risk of the warrant not becoming exercisable is made to the fair value of the warrants. During 2020, the Company revised the estimated date of an IPO exit event to occur in February 2021. As of December 31, 2019, the estimated IPO exit event was December 2021. As a result of this change in estimate, the Company recognized an acceleration of expense of $0.8 million for the year ended December 31, 2020. Subsequent to the Company’s IPO, determining the initial fair value and subsequent accounting for equity awards require significant judgment regarding expected life and volatility of an equity award; however, as a public listed company there is objective evidence of the fair value of an ordinary share on the date an equity award is granted. On the other hand, due to the fact that as of 2021, warrants will be granted at the share price on the date of grant, fair value comprises a time value which is significantly affected by the expected life and expected volatility. The expected life of a warrant is based on the assumption that the holder will not exercise until after the equity award is fully vested. Actual exercise patterns may differ from the assumption used herein. The expected volatility is based on peer group data and reflects the assumption that the historical volatility over a period similar to the life of the warrant is indicative of future trends, which may not necessarily be the actual outcome. The peer group consists of listed companies that management believes are similar to the Company in respect to industry and stage of development. Even with objective evidence of the fair value of an ordinary share, small changes in any other individual assumption or in combination with other assumptions could have resulted in significantly different valuations. The following assumptions have been applied for the warrants issued during the year ended December 31, 2022: Expected term (in years) 6.5 Risk-free interest rate 3.66 % Expected volatility 85 % Share price $ 2.10 Amendments to Warrants As discussed above, the terms of the warrant granted to the company’s CFO were amended to no longer comprise an accelerated vesting upon an exit clause. This is considered a non-beneficial change, and consequently the accelerated vesting upon an exit event clause is deemed to continue to exist. For warrants to which the employees became entitled in 2019 but were not granted until December 2020, the Company recognized stock-based compensation expenses during the year ended December 31, 2019 and the interim period ended September 30, 2020, based on the terms expected to apply for these awards. Management expected the terms to be similar to the terms applicable to warrants granted up until 2018, including the accelerated vesting upon an exit clause. However, these warrants were granted subjected to a vesting schedule up to three years and did not allow for immediate vesting upon an exit event. Because the warrants were not granted until December 2020, the Company recognized the difference in expenses as a change in accounting estimate and not a modification of existing awards. As a result of this change in the accounting estimate, the share-based payment expense for 2020 was reduced by $0.4 million. The following schedule specifies the outstanding warrants as at December 31, 2022: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 437,114 1 14 Grant (September 2017) 28.71 617,184 1 14 Grant (December 2017) 28.71 122,040 1 14 Grant (during 2018) 37.05 170,496 1 14 Grant (February 2019) 42.57 7,956 1 14 Grant (September 2019) 56.35 54,000 1 14 Grant (October 2019) 56.97 150,660 1 14 Grant (December 2020) 56.75 193,064 1 8 Grant (April 2021) 45.31 1,655 1 9 Grant (June 2021) 40.86 62,147 1 9 Grant (December 2021) 19.22 435,165 USD 5.38 9 Grant (March 2022) 13.46 35,000 USD 2.96 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 45,000 USD 1.83 9 Grant (September 2022) 10.46 11,000 USD 2.42 9 Grant (December 2022) 10.95 50,000 USD 2.23 9 Grant (December 2022) 10.95 330,612 USD 2.23 9 Granted at December 31, 2022 2,743,093 9 Warrants exercisable at December 31, 2022 1,988,106 The following schedule specifies the outstanding warrants as at December 31, 2021: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 701,356 1 15 Grant (September 2017) 28.71 617,184 1 15 Grant (December 2017) 28.71 122,040 1 15 Grant (during 2018) 37.05 174,564 1 15 Grant (February 2019) 42.57 7,956 1 15 Grant (September 2019) 56.35 54,000 1 15 Grant (October 2019) 56.97 150,660 1 15 Grant (December 2020) 56.75 317,457 1 9 Grant (April 2021) 45.31 1,655 1 10 Grant (June 2021) 40.86 62,147 1 10 Grant (December 2021) 19.22 523,599 USD 5.38 10 Granted at December 31, 2021 2,732,618 Warrants exercisable at December 31, 2021 2,732,618 The following schedule specifies the outstanding warrants as at December 31, 2020: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 712,332 1 16 Grant (April 2017) 24.05 13,896 1 16 Grant (September 2017) 28.71 617,184 1 16 Grant (December 2017) 28.71 127,044 1 16 Grant (during 2018) 37.05 181,836 1 16 Grant (February 2019) 42.57 7,956 1 16 Grant (September 2019) 56.35 54,000 1 16 Grant (October 2019) 56.97 150,660 1 16 Grant (December 2020) 56.75 363,168 1 11 Granted at December 31, 2020 2,228,076 1 15 Warrants exercisable at December 31, 2020 — The Board of Directors and Executive Management holding of share awards for the years ended December 31, 2020, 2021 and 2022 is shown below: Warrants held when Warrants held when Warrants held when becoming or leaving becoming or leaving becoming or leaving January 1, as a member December 31, as a member December 31, as a member December 31, 2020 of management Granted Forfeited 2020 of management Granted Exercised 2021 of management Granted Exercised Forfeited 2022 Thomas William Wylonis (former) (1) 342,612 (369,252) 26,640 — — 369,252 — — 369,252 — — (184,626) — 184,626 Steven Projan 24,436 — 18,612 — 42,048 — 4,583 — 46,631 — 5,000 — — 51,631 Roberto Prego 19,800 — 14,364 — 34,164 — 4,583 — 38,747 — 5,000 — — 43,747 Jo Ann Suzich (former) (7) — — 10,260 — 10,260 — — — 10,260 — — — — 10,260 Marianne Søgaard (2) — 65,952 28,368 — 94,320 — 9,167 — 103,487 — 10,000 — — 113,487 Helen Boudreau (former) (3) — — 5,436 — 5,436 — — (5,436) — — — — — — Kim Bjørnstrup (former) (4) — 5,868 5,868 — 5,868 — — — 5,868 — — — — 5,868 Lars Holtug — — — — — — 4,583 — 4,583 — 5,000 — — 9,583 Niels Iversen Møller — — — — — — — — — — 3,750 — — 3,750 Board of Directors in Total 385,848 (309,168) 109,548 — 561,348 — 22,916 (5,436) 578,828 — 28,750 (184,626) — 422,952 Lars Aage Staal Wegner 844,416 — 7,668 — 852,084 — 64,167 — 916,251 — — (62,736) (45,327) 808,188 Birgitte Rønø — — — — — 29,376 45,000 — 74,376 — 25,000 — — 99,376 Thomas Bogenrieder (former) (5) 49,572 (4,356) — (45,216) 4,356 — — — 4,356 — — — — 4,356 Erik Heegaard — — — — — — 97,564 — 97,564 — 25,000 — — 122,564 Glenn S. Vraniak (former) (6) 150,660 — — — 150,660 — — — 150,660 — — (112,995) — 37,665 Andreas Holm Mattsson — — — — — — — — — — 35,000 — — 35,000 Bo Karmark — — — — — — — — — 45,000 16,667 — — 61,667 Jesper Nyegaard Nissen — — — — — — — — — 25,000 20,833 — — 45,883 Niels Iversen Møller (8) — — — — — — — — — — 3,125 — — 3,125 Per Norlén — — — — — — — — — 50,000 3,125 — — 53,125 Executive Management in total 1,044,648 (4,356) — (45,216) 1,007,100 29,376 206,731 — 1,243,207 120,000 128,750 (175,731) (45,327) 1,270,899 (1) Former board member until June 30, 2020, 252 warrants were granted for services provided after retirement from the Board of Director position. (2) As of November 25, 2020, 26,964 warrants were granted for services provided before taking on the Board of Directors position. (3) Former board member from June 30, 2020 to May 25, 2021. (4) Former board member from June 30, 2020 to November 4, 2020. (5) Part of Executive Management until March 31, 2020. (6) Mr. Vraniak resigned as the Chief Financial Officer of the Company effective November 1, 2021. (7) Board member until May 25, 2021. (8) Became a Board member in 2022 . |
Capital Structure and Financi_9
Capital Structure and Financial Matters | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capital Structure and Financial Matters | ||
Capital Structure and Financial Matters | Note 8. Capital Structure and Financial Matters Share Capital – Ordinary Shares The following are changes in the Company’s share capital for the period ended September 30, 2023: Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2022 24,139,413 24,139 Capital increase at January 4, 2023 (JonesTrading sales agreement) 634,413 634 Capital increase at January 5, 2023 (JonesTrading sales agreement) 94,278 94 Capital increase at January 20, 2023 (JonesTrading sales agreement) 259,407 259 Capital increase at January 24, 2023 (JonesTrading sales agreement) 151,335 151 Capital increase at February 7, 2023 (JonesTrading sales agreement) 96,271 96 Capital increase at February 9, 2023 (JonesTrading sales agreement) 1,003,802 1,004 Capital increase at February 13, 2023 (JonesTrading sales agreement) 42,808 43 Capital increase at March 3, 2023 (JonesTrading sales agreement) 16,280 16 Exercised warrants, May 17, 2023 134,730 135 Exercised warrants, May 24, 2023 51,125 51 Exercised warrants, June 1, 2023 150,000 150 Capital increase at June 5, 2023 (JonesTrading sales agreement) 861,614 862 Exercised warrants, June 30, 2023 4,824 5 Capital increase at July 18, 2023 (JonesTrading sales agreement) 11,348 11 Exercised warrants, September 13, 2023 10,836 11 Capital increase at September 22, 2023 (JonesTrading sales agreement) 54,099 54 Capital increase at September 26, 2023 (JonesTrading sales agreement) 51,750 52 Capital increase at September 27, 2023 (JonesTrading sales agreement) 45,807 46 Share capital, September 30, 2023 27,814,140 27,814 Lincoln Park Purchase Agreement On June 7, 2022, the Company entered into the Purchase Agreement, with Lincoln Park, pursuant to which the Company may elect to sell up to $40.0 On July 7, 2022, the Company filed a “selling shareholder” registration statement with the U.S. Securities and Exchange Commission (“SEC”) related to the Purchase Agreement with Lincoln Park as the selling shareholder, through which the Company registered 4,649,250 ordinary shares represented by ADSs for resale to the public by Lincoln Park. Each ADS represents one ordinary share. The Company will not receive any proceeds from the resale of ADSs by Lincoln Park, however, assuming that the Company sells the full amount of its ordinary shares represented by ADSs to Lincoln Park, under the Purchase Agreement the Company may receive up to $40.0 million in aggregate proceeds. As of September 30, 2023, the Company had issued 428,572 ordinary shares represented by ADSs to Lincoln Park. Such shares were issued to Lincoln Park as payment of the Commitment Fee in consideration for Lincoln Park’s commitment to purchase our ordinary shares represented by ADSs under the Purchase Agreement. No shares have been sold under sold under the Purchase Agreement. JonesTrading Sales Agreement On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) under which the Company could sell up to an aggregate of $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. During the period between January 1, 2023 and September 30, 2023 the Company sold 3,323,212 ordinary shares represented by ADSs, DKK 1 nominal value with each ordinary share represented by one ADSs, at a VWAP of $1.79 per ADS. The ordinary shares represented by ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. Gross proceeds from the sale of ordinary shares represented by ADSs were approximately $6.0 million. In connection with the sale, the Company registered aggregate share capital increase of nominal DKK 3,323,212. The value of the remaining number of shares under the agreement with JonesTrading amounts to approximately $7.8 million. Financing Agreement Global Growth Holding On July 31, 2023 the Company entered into a financing agreement with Global Growth Holding Limited (“GGH”), for the issuance of convertible notes into the Company’s ordinary shares represented by ADSs, DKK 1 nominal value, with each ordinary share represented by one ADSs. Pursuant to the agreement, the Company may elect to sell to GGH up to $20.0 million in such notes on any business day over the 36 month term of the agreement. The Company has the right, but not the obligation to direct GGH to purchase traches of up to $0.7 million, subject to certain limitations and conditions set forth in the agreement. In connection with the agreement, the Company is obligated to pay GGH a commitment fee totaling $1.1 million. At any time, GGH may, in its sole discretion, convert the notes into ordinary shares at specified conversion prices upon submission of a request for conversion by GGH to the Company. The financing agreement between the Company and GGH is subject to approval by the SEC through the date of issuance of this report. | Note 20. Capital Structure and Financial Matters Share Capital – Ordinary Shares Capital transactions In September 2020, the Company issued 745,380 shares of ordinary shares to existing investors in the Company. The purchase price was $8.89 per share for aggregate proceeds of $6.6 million. The Company incurred immaterial issuance costs. The proceeds were received by the Company on September 17, 2020. On August 10, 2020, the Company’s articles of association were amended in connection with the execution of this transaction. The revised articles increased the authorized number of shares the Company can issue by: (i) the 745,380 shares issued in this transaction, as well as (ii) an additional 1,800,000 shares of Common ordinary share at a nominal price of DKK 1, to be issued any time prior to June 1, 2025. The amended articles also allow the Company to issue an additional 1,298,196 of compensatory ordinary share warrants to employees and consultants any time prior to June 1, 2025. In October 2020, the Company successfully completed part 2 of its “bridging round” of capital with outside investors in the amount of $2.4 million with a purchase price of $8.89 per share from the issuance of 269,136 of the Company’s ordinary shares and received the proceeds in November 2020. Transaction costs directly attributable to the third quarter of 2020 “bridging round” of capital with outside investors have a total amount of $144,022. In February 2021, the Company completed its IPO through which the Company issued and sold 3,000,000 American Depositary Shares, or ADSs, each of which represents one ordinary share, at a price to the public of $10.00 per ADS. The Company received aggregate net proceeds of $25.3 million from the IPO, after deducting the underwriting discounts and commissions and offering expenses. Upon the completion of the IPO, our registered, issued, and outstanding share capital was nominal DKK 19,198,668. In November 2021, the Company completed a follow-on public offering through which the Company issued and sold 3,942,856 ADSs, each of which represents one ordinary share, at a price to the public of $7.00 per ADS. The shares issued were inclusive of the 514,285 ADSs issued to the underwriters pursuant to the full exercise of their option to purchase additional shares on November 5, 2021. The Company received aggregate net proceeds of $24.9 million from the follow-on public offering, which includes the funds received for the additional shares issued to the underwriters, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Upon the completion of the follow-on public offering, the Company’s registered, issued, and outstanding share capital was nominal DKK 23,141,524. Lincoln Park Purchase Agreement On June 7, 2022, the Company entered into the Purchase Agreement, with Lincoln Park, pursuant to which the Company may elect to sell up to $40.0 On July 7, 2022, the Company filed a “selling shareholder” registration statement with the U.S. Securities and Exchange Commission (“SEC”) related to the Purchase Agreement with Lincoln Park as the selling shareholder, through which the Company registered 4,649,250 ordinary shares represented by ADSs for resale to the public by Lincoln Park. Each ADS represents one ordinary share. The Company will not receive any proceeds from the resale of ADSs by Lincoln Park, however, assuming that the Company sells the full amount of its ordinary shares represented by ADSs to Lincoln Park, under the Purchase Agreement the Company may receive up to $40.0 million in aggregate proceeds. As of December 31, 2022, the Company had issued and sold 428,572 ordinary shares represented by ADSs to Lincoln Park. Such shares were issued to Lincoln Park as payment of the Commitment Fee in consideration for Lincoln Park’s’ commitment to purchase our ordinary shares represented by ADSs under the Purchase Agreement. As of such date, the Company had not issued or sold any additional ordinary shares represented by ADSs to Lincoln Park under the Purchase Agreement. JonesTrading Sales Agreement On October 3, 2022 the Company entered into an At-The-Market Issuance Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”) under which the Company could sell up to an aggregate of $14.4 million of its ordinary shares represented by ADSs. The Company agreed to pay JonesTrading commission equal to 3% of the gross proceeds of the sales price of all ADSs sold through them as sales agent under the Sales Agreement. The offering of the Company’s ADSs pursuant to the Sales Agreement will terminate on the earliest of (1) the sale of all of the ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement by the Company or JonesTrading. The Company and JonesTrading may terminate the sales agreement at any time upon ten days prior notice. JonesTrading may terminate the Sales Agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in their judgment, may make it impracticable or inadvisable to market or sell the Company’s ADSs or a suspension or limitation of trading the Company’s ADSs on The NASDAQ Capital Market. During the period between October 13, 2022 and October 20, 2022 the Company sold 114,403 ADSs representing the Company’s ordinary shares, DKK 1 nominal value, with each ADS representing one ordinary share, at a volume weighted average price (VWAP) of $2.76 per ADS. The ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. After deducting fees and expenses, total proceeds to the Company from the sales of the ADSs were approximately $0.3 million. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 114,403 with the Danish Business Authority. On December 29, 2022 the Company sold 4,450 ordinary shares represented by ADSs, DKK 1 nominal value with each ordinary share represented by one ADSs, at a VWAP of $2.24 per ADS. The ordinary shares represented by ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. Gross proceeds from the sale of ordinary shares represented by ADSs were approximately $9,968. In connection with the sale, the Company registered aggregate share capital increase of nominal DKK 4,450 with the Danish Business Authority. Upon completion of the sale, the Company’s registered, issued, and outstanding share capital was nominal DKK 24,139,413. At year end, due to warrant exercise, the outstanding share capital was nominal DKK 24,139,413. The following are changes in the Company’s share capital for the years ended December 31, 2020, 2021 and 2022: Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2019 15,184,152 15,184 Capital increase at September 17, 2020 (issuance of shares for cash) 745,380 745 Capital increase at October 15, 2020 (issuance of shares for cash) 269,136 269 Share capital, December 31, 2020 16,198,668 16,198 Capital increase at February 9, 2021 (for initial public offering) 3,000,000 3,000 Capital increase at November 9, 2021 (for follow-on offering) 3,942,856 3,943 Capital increase November 2021 (exercised warrants) 62,284 63 Share capital, December 31, 2021 23,203,808 23,204 Capital increase April 2022 (exercised warrants) 54,072 54 Capital increase June 2022 (exercised warrants) 92,313 92 Capital increase June 2022 (exercised warrants) 37,665 38 Capital increase at June 7, 2022 (LPC purchase agreement) 428,572 429 Capital increase June 2022 (exercised warrants) 17,264 17 Capital increase August 2022 (exercised warrants) 92,313 92 Capital increase August 2022 (exercised warrants) 41,085 41 Capital increase September 2022 (exercised warrants) 10,836 11 Capital increase at October 13, 2022 (JonesTrading sales agreement) 23,405 23 Capital increase at October 17, 2022 (JonesTrading sales agreement) 26,396 26 Capital increase at October 20, 2022 (JonesTrading sales agreement) 64,601 65 Capital increase at December 5, 2022 (exercised warrants) 42,633 43 Capital increase at December 29, 2022 (JonesTrading sales agreement) 4,450 4 Share capital, December 31, 2022 24,139,413 24,139 The Company’s share capital consists of the following ordinary shares: December 31, 2022 2021 (USD in thousands) Authorized, issued and fully paid 24,139,413 (2021: 23,203,808) ordinary shares of DKK 1 each (2021: ordinary shares of DKK 1 each) $ 3,886 $ 3,755 Total share capital $ 3,886 $ 3,755 The Company’s ordinary shares shall confer on the holders thereof the right to receive notice of, attend and vote at general meetings of the Company. Executive Management’s and Board of Director’s holding of shares At December 31, the board of directors and executive management held the following shareholdings in the Company: Number of ordinary shares owned 2022 2021 2020 Per Norlén — — — Bo Karmark 2,000 — — Jesper Nyegaard Nissen — — — Birgitte Rønø — — — Erik Deichmann Heegaard — — — Andreas Holm Mattsson 4,071,961 4,163,832 4,163,832 Niels Iversen Møller — 4,292,604 4,292,604 Lars Aage Staal Wegner (former) 82,124 182,124 182,124 Executive Management in total 4,156,085 8,638,560 8,638,560 Number of ordinary shares owned 2022 2021 2020 Niels Iversen Møller 4,196,840 — — Roberto Prego 310,248 310,248 310,248 Thomas William Wylonis (former) — — 485,676 Lars Holtug — — — Marianne Søgaard 41,652 41,652 41,652 Steven Projan 27,288 27,288 27,288 Board of Directors in total 4,576,028 379,188 864,864 |
Commitments And Contingencies_3
Commitments And Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies. | ||
Disclosure of commitments and contingent liabilities [text block] | Note 9. Commitments and Contingencies Legal Proceedings On April 28, 2022, we received formal notice that on April 21, 2022, SSI, had initiated a legal proceeding against us in The Danish Maritime and Commercial High Court (Sø og Handelsretten), claiming sole ownership of a patent application (PCT/EP2020/050058 and subsequently national filings, EP3906045), we had filed related to a method for treating malignant neoplasm by administering a composition comprising a high dose of neopeptides, a solvent and SSI’s liposomal adjuvant, CAF®09b, for which we have an exclusive, royalty bearing sub-licensable license to use from SSI, or the Invention. The patent application for the Invention relates solely to the use of the adjuvant CAF®09b in conjunction with a high dose of neopeptides in our EVX-01 product candidate. SSI’s claim to the patent application does not relate to any other aspect of our patent portfolio covering EVX-01 or the PIONEER platform technology. The patent application stems from work we performed under a collaboration agreement we entered into with SSI, DTU, Center for Cancer Immune Therapy (Herlev Hospital) and the Center for Genomic Medicine (Rigshospitalet). The patent application names us and certain of our employees as the sole invertors of the Invention. In its filing, SSI’s primary claim is that the Invention disclosed in the patent application was not made by us and our employees, but rather, that SSI and members of its staff made the Invention and, therefore, SSI and certain of its staff members should be listed as the sole inventors of the Invention. Subsidiary claims is that SSI should have co-ownership with us of the patent application and the Invention. It is our position that we and our employees are the sole inventors of the Invention. We believe that we have strong defenses against SSI’s claim and that SSI’s claim is without merit. We intend to vigorously defend the action. In any event, even if SSI’s claim were to be upheld by the court, while no assurance can be given, we do not expect that the claim would have a material impact on our rights to use the Invention in the development and commercialization of EVX-01, as we believe that such rights are covered by our current license agreement with SSI and SSI would be excluded from enforcing its rights in the Invention to prevent us from developing and commercializing our EVX-01 product candidate. After several rounds of written statements to the courts the court proceedings has been paused since May 2023 on the basis that non-court mediated negotiations are ongoing between us and SSI to resolve the situation without further court proceedings. We expect these negotiations to be completed during the first quarter of 2024. It is the opinion of the executive management team that the legal proceedings will not have material impact on the company’s future financial results. Further, the expectation is a settlement will be reached with a good outcome for the company. Our legal counsel has confirmed that they support our evaluation that the ongoing legal proceedings will not have a material impact on our future financial results or business operations. As of the date of this filing, we cannot reasonably estimate any range of potential future charges, and therefore, we have not recorded any accrual for liabilities associated with these legal proceedings. | Note 22. Commitments and Contingencies Legal Proceedings On April 28, 2022, the Company received formal notice that on April 21, 2022, Statens Serum Institut (“SSI”), had initiated a legal proceeding against the Company in The Danish Maritime and Commercial High Court (Sø og Handelsretten), claiming sole ownership of a patent application (PCT/EP2020/050058 and subsequently national filings, EP3906045), the Company filed related to a method for treating malignant neoplasm by administering a composition comprising a high dose of neopeptides, a solvent and SSI’s liposomal adjuvant, CAF®09b, for which the Company has a non-exclusive, royalty-bearing sub-licensable license to use from SSI (the “Invention”). The patent application for the Invention relates solely to the use of the adjuvant CAF®09b in conjunction with a high dose of neopeptides in the Company’s EVX-01 product candidate. SSI’s claim to the patent application does not relate to any other aspect of the Company’s patent portfolio covering EVX-01 or the PIONEER platform technology. The patent application stems from work the Company performed under a collaboration agreement the Company entered into with SSI, DTU, Center for Cancer Immune Therapy (Herlev Hospital) and the Center for Genomic Medicine (Rigshospitalet). The patent application names the Company and certain of the Company’s employees as the sole invertors of the Invention. In its filing, SSI’s primary claim is that the Invention disclosed in the patent application was not made by the Company and its employees, but rather, that SSI and members of its staff made the Invention and, therefore, SSI and certain of its staff members should be listed as the sole inventors of the Invention. In the alternative, SSI claims that it should have co-ownership with the Company of the patent application and the Invention. It is the Company’s position that the Company and its employees are the sole inventors of the Invention. The Company believes that it has strong defenses against SSI’s claim and that SSI’s claim is without merit. The Company intends to vigorously defend the action. In any event, even if SSI’s claim were to be upheld by the court, while no assurance can be given, the Company does not expect that it would have a material impact on its rights to use the Invention in the development and commercialization of EVX-01, as the Company believes that such rights are covered by its current license agreement with SSI and SSI would be excluded from enforcing its rights in the Invention to prevent the Company from developing and commercializing its EVX-01 product candidate. As of December 31, 2022 the opinion of the Company’s legal counsel is that the ongoing legal proceedings will not have a material impact on the Company’s future financial results. As of December 31, 2022 the Company and SSI have begun to make written statements to the courts, and this process has been ongoing through the date of issuance of this Form 20-F; whereafter the court will announce official dates for court meetings to take place. The Company and SSI are presently in communication on the Board and Executive Management levels to the resolve the legal dispute through an out of court settlement. Contractual obligations The contractual obligations are similar individually and, in the aggregate, not material to the future financial position, operating profit or cash flow. At December 31, 2022, the Company had the following contractual commitments which fall due as follows: December 31, 2022 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 598 $ 56 $ 904 $ — $ 1,558 Total — $ 598 $ 56 $ 904 $ — $ 1,558 The majority of the purchase obligations of $0.8 million relate to CRO’s as of December 31, 2022. At December 31, 2021, the Company had the following contractual commitments which fall due as follows: December 31, 2021 (USD in thousands) Contractual cash flows <1 year 1 – 2 years 2 – 5 years >5 years Total (USD in thousands) Purchase obligations — $ 72 $ 72 $ — $ — $ 72 Total — $ 72 $ 72 $ — $ — $ 72 The Company has purchase obligations of $72 thousand due to CRO’s and a nominal amount due system provider as of December 31, 2021. |
Events After the Reporting Pe_4
Events After the Reporting Period | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Events After the Reporting Period | ||
Events After the Reporting Period | Note 10. Events After the Reporting Period Through the date of adoption of these interim financial statements 356,742 ADSs were sold. After deducting fees, and expenses, total proceeds to the Company from the sales of the ADSs were $0.3 million. On December 21, 2023 the company closed a Private Placement related to the issuance and sale of 9,726,898 of the Company’s ordinary shares, DKK 1 nominal value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and accompanying warrants (the “Warrants”) to purchase up to 9,726,898 Ordinary Shares represented by ADSs at a purchase price of $0.544 per Ordinary Share for an aggregate purchase price of $5.3 million. The Warrants are exercisable immediately upon issuance, have a term of three years, and an exercise price equal to $0.707 per Ordinary Share. Each Ordinary Share is represented by one (1) ADS. The Private Placement was priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the Private Placement are $5.3 million, and if warrants are exercised up to an additional $6.9 million of gross proceeds upon exercise of the Warrants before deducting offering expenses payable by the Company. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. No brokerage, finder’s fees, or commissions were payable by the Company in connection with the Private Placement. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 9,726,898 with the Danish Business Authority. | Note 25. Events After the Reporting Period Vaccine Discovery Collaboration Agreement Effective January 1, 2023 the Company entered into a Vaccine Discovery Collaboration Agreement with ExpreS2ion Biotech Holding AB’s affiliate ExpreS2ion Biotechnologies ApS (“ExpreS2ion”) for the joint development of a novel cytomegalovirus (CMV) vaccine candidate. During the discovery phase of the collaboration, Evaxion will use its proprietary AI platform, RAVEN, to design a next-generation vaccine candidate that elicits both cellular and humoral/antibody responses. The antigen constructs derived from Evaxion’s AI platform will be produced by ExpreS2ion in the company’s ExpreS2 platform, followed by assessments in Evaxion’s state-of-the-art pre-clinical models. The joint discovery project will be included in Evaxion’s development pipeline under EVX-V1. Under the terms of the collaboration, ExpreS2ion will have the exclusive right to license the CMV vaccine candidate under a potential Development and Commercialization Agreement. The research and intellectual property licensing costs for the collaboration project will be divided 50 /50 between the parties until 2025, with all costs expected to be contained in each party’s existing operating expenses. A potential future Development and Commercialization Agreement for the jointly discovered CMV vaccine candidate is expected to include an upfront payment and future milestone payments to Evaxion from ExpreS2ion not exceeding a six-digit USD amount, as well as sub-licensing royalty to Evaxion from ExpreS2ion based on mid to lower two-digit percentage range of third-party licensee income depending on the clinical development stage of the CMV asset at the time of sublicensing. Share Issuances After the Reporting Period During the period between January 1, 2023 and March 3, 2023 the Company sold 2,298,594 ADSs representing the Company’s ordinary shares, DKK 1 nominal value, with each ADS representing one ordinary shares, at a volume weighted average price (VWAP) of $1.90 per ADS. The ADSs were sold pursuant to the Sales Agreement with JonesTrading dated October 3, 2022. After deducting fees, and expenses, total proceeds to the Company from the sales of the ADSs were approximately $4.2 million. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 2,298,594 with the Danish Business Authority. |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Basis of Preparation | Basis of Preparation The unaudited condensed consolidated interim financial statements of the Company are prepared in accordance with International Accounting Standard 34, “ Interim Financial Reporting The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unaudited condensed consolidated interim financial statements are disclosed in Note 4. The accounting policies applied are consistent with the accounting policies as outlined in the basis of presentation section included in Note 3 of the audited financial statements as of and for the year ended December 31, 2022, except for amendments to standards mentioned below. | Basis of Preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. The financial statements are presented in the Company’s presentation currency, U.S. dollar (“USD”) which is not the functional currency of the parent company. The Group’s financial statements are presented in USD as the result of the Company’s publicly listing the ADSs in the United States. The company’s functional currency is DKK for Denmark, AUD for Australia, and USD for the United States. The financial statements have been prepared on a going concern basis using a historical cost basis. All financial assets and liabilities are measured at amortized cost unless otherwise stated. |
Reclassifications of prior period presentation | Reclassifications of prior period presentation Certain items included in the notes to prior year consolidated financial statements have been reclassified to conform to the current period’s presentation. The reclassifications are immaterial to the consolidated financial statements. | |
Basis of consolidation | Basis of Consolidation The audited consolidated financial statements of the Company comprise the Statement of Financial Position as of December 31, 2022 and 2021, and the Statement of Comprehensive Loss for the twelve months ended December 31, 2022, 2021 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. The financial statements of subsidiaries are included in the audited consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. Control is reassessed whenever facts and circumstances indicate that there are changes of the control. All intra-Group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full in consolidation. | |
Retrospective effect of share split and bonus share issuance | Retrospective effect of share split and bonus share issuance All share and per share data, including that related to warrants, in the consolidated financial statements give retroactive effect to a 2:1 share split and a bonus issue of shares in the ratio of 17:1 of the Company’s authorized, issued and outstanding ordinary shares, which was effective on January 4, 2021, with the corresponding impacts on both share capital and share premium also retroactively recognized. | |
Currency translation of transactions and balances | Currency translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as financial income or financial expenses in the statements of comprehensive loss. Non-monetary items in foreign currency which are measured at cost at the statements of financial position date are translated using the exchange rates at the date of the transaction. | |
Translation of foreign operations | Translation of foreign operations Assets and liabilities in the Company’s functional currency, DKK and AUD, for Denmark and Australia, respectively, are translated to the Company’s presentation currency at the exchange rate applicable on December 31 for the respective year. Income and expenses in the Company’s functional currency are translated to USD at the average exchange rate which corresponds to an approximation of the exchange rates prevailing on each individual transaction date. Translation differences arising in the translation to presentation currency are recognized in other comprehensive income. | |
Research and development expenses | Research and development expenses Research and development expenses are primarily internal and external costs incurred in the development of the Company’s product candidates, including personnel costs, share-based compensation, external research and development expenses, maintenance of the Company’s patents, overhead allocation and enhancements and maintenance of the Company’s technology platforms. The research activities are comprised of activities performed before filing an IND or equivalent and necessary pre-clinical activities for such product candidates. All research expenses are recognized in the period in which they are incurred and payments made prior to the receipt of goods or services to be used in research and development are deferred until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third-party contractors and others. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of the expense recognition of these costs, in which case, they are reflected in the financial statements as either prepaid- or accrued expenses. The development activities are comprised of the activities performed following the filing of an IND or equivalent clinical-enabling activities for such product candidates, including but not limited to, research and clinical development activities. In line with industry practice, internal and subcontracted development costs are expensed as incurred. Due to regulatory uncertainties and other uncertainties inherent in the development of new products, development expenses do not qualify for capitalization as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. To date, the Company has not incurred any development costs which qualified for capitalization. | |
Contract Research Organizations expenses and related prepayments and accruals | Contract Research Organizations expenses and related prepayments and accruals Substantial portions of the Company’s clinical studies are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively, the “CROs”). The CROs generally bill monthly or quarterly for services performed. For studies, the Company accrues expenses based upon estimated percentage of work completed. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. CROs invoice the Company upon the occurrence of predetermined contractual or activity-based milestones; however, the timing of these invoices and the Company’s related payments often do not correspond directly to the level of performance of contracted activities. To the extent payments are made by the Company in advance of the related activities performed by the CROs, they are included in prepayments to clinical research organizations and expensed when the activities performed by the CROs. To the extent the payments are made by the Company following the performance of the related activities, the expense is accrued for as a payable to clinical research organizations. | |
Intellectual property | Intellectual property The Company actively seeks to create, maintain and protect intellectual property and proprietary information and technology that is considered important to the Company’s business, which includes seeking and maintaining patents covering proprietary technology, product candidates, proprietary processes and any other inventions that are commercially and / or strategically important to the Company’s business development. These expenses are expensed as incurred and not capitalized as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. The Company has not incurred any costs that qualify for capitalization. | |
Income from government grants | Income from government grants The Company receives grants for certain research and development activities. The grant income is recognized as a reduction of research and development expenses in the period in which the underlying expenditures were incurred and when there is reasonable assurance that the Company will comply with all conditions to receive the grant income. Government grants comprise direct grants and tax credits related to qualifying research and development costs in excess of the corporate tax rate. Tax credits in an amount up to the corporate tax rate are classified as income tax benefits. | |
General and administrative expenses | General and administrative expenses General and administrative expenses consist primarily of fees paid to external consultants and personnel costs, including share-based compensation for the Company’s executive, finance, corporate and business development functions. In addition, general and administrative expenses also include depreciation and other expenses for the Company’s corporate headquarters as well as other allocated overhead. | |
Share-based payments | Share-based payments The Company issues warrants as an incentive to employees and non-employees. The fair value of the warrants granted is recognized as an expense with a corresponding credit to accumulated deficit. The fair value is expensed over the requisite service period of the awards. The expense recognition is based on an estimate of the number of warrants expected to vest. The estimate is reassessed regularly, and on a cumulative basis, the expense is equal to the fair value of the number of warrants which actually vest. For employees and consultants providing services similar to employees of the Company, the fair value of the equity instruments is determined at the date of grant resulting in a fixed fair value at grant date that is not adjusted for future changes in the fair value of the equity awards that may occur over the service period. The grant date is defined as the date at which the parties agree to the contractual terms. For consultants providing other services that are not similar to employees of the Company, the transactions are measured at the fair value of the services received unless this is not reliably measurable. In such cases, the transactions are measured at fair value of the equity instruments granted at the dates when the services are provided. Modification of warrants which are beneficial are accounted for with their incremental value or over the shorter vesting period. Non-beneficial modifications such as an extension of the vesting period are not accounted for. Consequently, the original terms are deemed to continue to exist. The Company estimates the fair value of warrants using the underlying value of the Company’s ordinary shares. Since the warrants granted before December 2020 are exercisable for nominal consideration, the warrants are valued using the fair value of the Company’s ordinary shares on grant date less the exercise consideration. Warrants granted during 2022 and 2021 are valued using a black-scholes share option pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The key assumption in this estimate is the fair value of the Company’s ordinary share on the warrant grant date. | |
Accounting for joint operations - Southern Denmark University | Accounting for joint operations – Southern Denmark University The Company enters into agreements from time to time that may be subject to the requirements of IFRS 11, Joint Arrangements Southern Denmark University Accounting for joint operations - MSD International GmbH and MSD International Business GmbH The Company has entered into a collaboration agreement with MSD International GmbH and MSD International Business GmbH (jointly ‘MSD’). Under the arrangement, the Company will share its clinical trial in which the Company’s compound and MSD’s compound is dosed in combination. In determining the accounting treatment for these types of arrangements, the Company carefully evaluates the relationship between the two parties in order to determine whether the arrangement is, in substance, a collaboration arrangement between the two parties (to be accounted for in accordance with IFRS 11, Joint Arrangements), or rather, a vendor-customer contract (to be accounted for in accordance with IFRS 15, Revenue from Contracts with Customers). Management has determined that MSD does not meet the definition of a customer under IFRS 15. Consequently, the arrangement is classified as a collaboration arrangement and is accounted for as a joint operation in accordance with IFRS 11 resulting in the recognition of the Company’s own income and expense and assets and liabilities, respectively. | |
Finance Income | Finance Income Finance income consists primarily of foreign currency gains, and a gain from changes in fair value of liability-classified warrants. | |
Finance Expense | Finance Expense Finance expenses consists primarily of foreign currency losses, interest expense and related loan costs on the EIB Loan Agreement (as defined herein), and interest expense on leasing liabilities. | |
Income tax | Income tax The income tax for the period comprises current and deferred tax, including prior-year adjustments and changes in provisions for uncertain tax positions. Tax is recognized in the statement of comprehensive loss, except to the extent that it relates to items recognized in equity. Research and development tax credits are available to the Group under the tax laws of Denmark and Australia respectively, based on qualifying research and development spend as defined under those tax laws. Tax credits not exceeding the corporate tax rate are recognized as an income tax benefit. Tax credits in excess of the corporate tax rate are classified as government grants. Accruals for uncertain tax positions and/or valuation of government grant receivables require management to make judgments of potential exposures. Accruals for uncertain tax positions and/or valuation of government grant receivables are measured using either the most likely amount or the expected value amount, depending on taxable amounts. | |
Deferred taxes | Deferred taxes Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where the tax value can be determined according to alternative tax rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the obligation. Deferred tax assets are measured at the value at which they are expected to be utilized, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities. Deferred tax assets are set off within the same legal tax entity and jurisdiction. Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions could necessitate future adjustments to tax income and expenses already recorded. As at December 31, 2022 and 2021, the Company has not recognized any provisions for uncertain tax positions resulting in a risk that the deferred tax asset related to warrants is lower than disclosed. The Company recognizes deferred income tax assets if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. Management has considered future taxable income in assessing whether deferred income tax assets should be recognized and has concluded that the deferred income tax assets do not meet the criteria for recognition as assets in the statements of financial position. | |
Tax receivables | Tax receivables Current tax assets for the current and prior periods are measured at the amount expected to be recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. | |
Deferred offering costs | EIB Loan All loans and borrowings are classified as financial liabilities and are initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. Further, considerations from the lender for other elements in the transaction are accounted for separately. After initial recognition, any such loans and borrowings are measured at amortized cost using the effective interest method, with the amortization recognized in finance costs. In August 2020, we executed the EIB Loan Agreement, with European Investment Bank (“EIB”) for a principal amount of €20.0 million, divided into three tranches of €7.0 million, €6.0 million, and €7.0 million (the “EIB Loan”). During the year ended December 31, 2021, the Company initiated the draw of the first tranche of the EIB Loan Agreement. The Company received the proceeds from the draw of the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. Under the EIB Loan Agreement, the EIB Loan tranche balances are due six years from their respective disbursement dates. We received the first tranche of €7.0 million (approximately $7.8 million) on February 17, 2022. The loan is initially recorded at fair value less the value attributable to any separately accounted for embedded derivative. The loan is subsequently measured at amortized cost, with the unwinding of the discount recorded in finance costs over the life of the loan. EIB Warrants Under the EIB Loan Agreement, EIB is entitled to an aggregate of 1,003,032 cash settled EIB Warrants with an exercise price of 1 DKK per warrant for all tranches (the “EIB Warrants”). On February 17, 2022, 351,036 EIB Warrants were issued to EIB as part of the drawdown of the first tranche of the EIB Loan. The EIB Warrants are part of the overall return to EIB on the financing arrangement and are thus accounted for in accordance with the Financial Instruments Standards (IAS) 32 and IFRS 9. The cost upon initial recognition is accounted for as transaction costs as it is directly linked to the draw down on each individual tranche of the EIB loan. EIB is entitled to elect net in cash settlement of its warrants at any time, and consequently a financial liability for the redemption amount is recognized. The liability is measured initially at its fair value and is subsequently remeasured at the redemption amount. The redemption amount is equal to the current share price. The remeasurements are presented as finance expense or finance income. | |
Leases | Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets. Leasehold improvements and Loan from lessor The Company’s lease contract comprises funding for the customization of the premises to the Company’s specific needs. The payment is determined based on the actual costs incurred for the customization, a repayment period of 8 years and an interest rate of 6% per annum. The Company has assessed whether this is a lease component, or a leasehold improvement funded by the lessor. We have considered the following factors: 1. Which party designed the customization 2. Which party had the right to direct changes to the work 3. Who is taking on the economic risk of the cost price of the work A third party has designed the project according to the Company’s instructions, and the Company had the right to direct changes to the work during the construction period. Further, the Company has the full economic risk of the work due to 1 :1 linkage between construction costs and payments to the lessor. Consequently, the Company has assessed that the customization is a leasehold improvement funded by the lessor and accordingly presented a leasehold improvement and a corresponding liability for the loan from the lessor. Right-of-use assets The Company recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs. Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the right-of-use asset using the straight-line method. In addition, right-of-use assets are reduced by impairment losses, if any, and adjusted for certain remeasurements. The Company’s right-of-use assets are presented within property and equipment, net. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the following payments, when applicable: ● fixed payments (including in-substance fixed payments), less any lease incentives receivable; ● variable lease payments (linked to an index or interest rate); ● expected payments under residual value guarantees; ● the exercise price of purchase options, where exercise is reasonably certain; ● lease payments in optional renewal periods, where exercise of extension options is reasonably certain; ● and penalty payments for the termination of a lease, if the lease term reflects the exercise of the respective termination option. The lease payments are discounted using the interest rate implicit in the lease if this rate can be readily determined. Otherwise, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of the lease liabilities are remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments). | |
Intangible assets | Intangible assets The Company recognized intangible assets for licenses. Licenses are measured at cost less cumulative amortization and impairment. Cost is measured at fair value of the consideration transferred with addition of transactions costs. If additional consideration is transferred to the seller due to meeting certain milestones, these payments are added to the cost price once the conditions for making the payments are met. The capitalized assets are amortized over their useful lives, which are determined on the basis of the expected pattern of consumption of the expected future economic benefits embodied in the license or similar development agreement. Amortization commences only once the necessary regulatory and marketing approval has been received for the product candidates to which they relate. To date, the Company has not received any regulatory and marketing approval for any of its product candidates. Consequently, the Company did not recognize any amortization expense for its intangible assets. | |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, as follows: Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years | |
Impairment of non-financial assets | Impairment of non-financial assets Assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. The Company has not | |
Provisions | Provisions Provisions are recognized when we have an existing legal or constructive obligation as a result of events occurring prior to or on the balance sheet date, and it is probable that the utilization of economic resources will be required to settle the obligation. Provisions are measured as the best estimate of the expense necessary to settle the obligation at the balance sheet date. Provisions that are estimated to mature after more than one year after the balance sheet date are measured at their present values, using a discount rate based on the Company’s risk adjusted incremental borrowing rate. | |
Financial instruments | Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are classified at initial recognition, including on the basis of the purpose for which the instrument was acquired and managed. This classification determines the valuation of the instruments. (i) Non-derivative financial assets Non-derivative financial assets are recognized initially on the date they are originated. The Company derecognizes non-derivative financial assets when the contractual rights to cash flows expire or it transfers the right to receive cash flows in a transaction which transfers substantially all the risks and rewards of ownership of the asset. The Company’s financial assets are initially recognized at fair value and subsequently measured at amortized cost less accumulated impairment losses. The Company holds the following categories of non-derivative financial assets: Receivables Receivables (including lease deposits, receivables and receivables from unpaid capital) represent the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). They are measured at amortized cost less impairment. Prepayments include expenditures related to future financial periods and are measured at amortized cost. Cash and cash equivalents Cash is comprised of cash on hand and in bank deposit accounts. Cash equivalents are instruments with original maturities of 90 days or less. The Company does not have any cash equivalents for the years ended December 31, 2022 and 2021. (ii) Non-derivative financial liabilities Non-derivative financial liabilities comprise other payables which are measured initially at fair value and subsequently at amortized cost. Trade Payables Trade payables and accruals relate to the Group’s purchase of products and services from various vendors in the normal course of business. Other Payables Other payables are comprised of payables to clinical research organizations, employee liabilities and other liabilities. The contract liabilities consist of CROs and vendor accruals. Employee cost liabilities are comprised of provision for holiday allowance, provision for salaries and other employee related provisions. Other liabilities consist of commitments and liabilities related to government grants received in advance. | |
Segment Information | Segment Information An operating segment is a part of the Company that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM for the Company is the Chief Executive Officer. The Company does not divide its operations into different segments and the CODM operates and manages the Company’s entire operations as one segment, which is consistent with the Company’s internal organization and reporting system. The Company does not have any revenue and there are no material non-current assets attributable to countries other than Denmark. | |
Shareholders' Equity | Shareholders’ Equity The share capital comprises the nominal amount of the company’s ordinary shares, each at a nominal value of DKK 1. Other reserves includes the share premium comprising the amount received, attributable to shareholders’ equity, in excess of the nominal amount of the shares issued at the company’s capital increases, reduced by any expenses directly attributable to the capital increases as well as translation reserves. Translation reserves include exchange rate adjustments of equity and intragroup receivables forming part of the net investments in our group enterprises. Accumulated deficit includes the accumulated profit or loss as well as well as the reserve for share-based payment representing the corresponding entries to the share-based payment recognized in the profit or loss, arising from our warrant programs. | |
Loss Per Share | Loss Per Share The calculation of basic loss per share is based on the Company’s net loss for the year attributable to shareholders of Evaxion Biotech A/S and on the weighted average number of ordinary shares outstanding during the year. The number of shares outstanding take in effect the 2 for 1 stock split and the 17 for 1 bonus share issuance on January 4, 2021. In calculating diluted loss per share, earnings and the average number of shares are adjusted for the dilutive effects of potential ordinary shares. Loss per share is not adjusted for any dilution that results in a loss per share that is lower than loss per ordinary share before dilution. | |
Standards issued but not yet effective | The implementation of the amendments did not give rise to changes to reported financial figures. Implemented standards ● Amendment to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies (January 1, 2023) ● Amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (January 1, 2023) ● Amendment to IAS 12 Accounting Policies, Deferred tax related to Assets and Liabilities arising from a Single Transaction (January 1, 2023) Standards issued but not yet effective There were a number of standards and interpretations which were issued but were not yet effective at September 30, 2023 and have not been adopted for these financial statements, including: ● Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (January 1, 2024) ● Amendments to IFRS 16 Accounting Policies, Lease Liability in a Sales and Leaseback (January 1, 2024) The Company expects to adopt these standards, updates and interpretations when they become mandatory. These standards are not expected to have a significant impact on disclosures or amounts reported in the Company’s financial statements in the period of initial application and future reporting periods. |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION | |
Summary of estimated useful lives of assets | Assets Useful life Properties Shorter of lease term and useful life of the asset Leasehold improvements 11 years Other equipment 5 10 years |
Borrowings (Tables)_2
Borrowings (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Borrowings. | ||
Schedule of borrowings | Borrowings are summarized as follows (in thousands): September 30, December 31, 2023 2022 Loan from lessor $ 1,016 $ 1,068 EIB Loan 7,123 6,932 Total Borrowings 8,139 8,000 Less: Borrowings, current portion (150) (136) Total Borrowings, net of current portion $ 7,989 $ 7,864 | December 31, 2022 2021 Loan from lessor $ 1,068 $ 1,170 EIB Loan 6,932 — Total Borrowings 8,000 1,170 Less: Borrowings, current portion (136) (126) Total Borrowings, net of current portion $ 7,864 $ 1,044 |
Warrant Liability (Tables)_2
Warrant Liability (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Schedule of changes to the warrant liability | The following table sets forth the changes to the warrant liability (in thousands): Warrant Liability (USD in thousands) Carrying amount at January 1, 2023 $ 573 Remeasurement of warrant liability (323) Foreign currency translation 2 Carrying amount at September 30, 2023 $ 252 Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability — Foreign currency translation (126) Carrying amount at September 30, 2022 $ 881 | Warrant Liability (USD in thousands) Carrying amount at January 1, 2022 $ — Initial recognition of warrant liability 1,007 Remeasurement of warrant liability (395) Foreign currency translation (39) Carrying amount at December 31, 2022 $ 573 |
Share-Based Payments (Tables)_2
Share-Based Payments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payments | ||
Schedule of granted warrants | Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2022 2,743,093 USD 1.50 (1) Warrants exercised (4) (351,515) USD 0.14 Warrants granted 260,000 USD 1.33 Warrants forfeited (82,381) USD 2.72 Warrants cancelled — — Warrants granted as at September 30, 2023 (3) 2,569,197 USD 1.47 (2) Warrants exercisable as at September 30, 2023 1,894,591 USD 1.11 (2) Weighted Average Number of Exercise warrants Price/Share Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 (1) Warrants exercised (4) (345,548) USD 0.13 Warrants granted 161,000 USD 2.72 Warrants forfeited (16,623) USD 5.37 Warrants cancelled — — Warrants granted as at September 30, 2022 2,531,447 USD 1.32 (2) Warrants exercisable as at September 30, 2022 1,962,252 USD 0.57 (1) December 31, 2022 and 2021 USD and DKK end-rates used. (2) September 30, 2023 USD-end rate used. (3) Number of warrants exclude EIB Warrants referred to in Note 6. (4) The weighted average share price at the date of exercise was $1.40 and $2.31 for the nine months ended September 30, 2023 and 2022, respectively. | Weighted Weighted Average Average Remaining Number of Exercise Contractual warrants Price/Share Life (years) Warrants granted as at December 31, 2019 1,932,156 DKK1 17 Warrants granted 363,168 DKK1 Warrants forfeited (45,216) DKK1 Warrants cancelled (22,032) DKK1 Warrants granted as at December 31, 2020 2,228,076 DKK1 15 Warrants granted during 2021 (1) 63,802 DKK1 Warrants granted December 2021 523,599 USD 5.38 Warrants exercised (62,284) (2) DKK1 Warrants forfeited (10,178) DKK1 Warrants cancelled (10,397) DKK1 Warrants granted as at December 31, 2021 2,732,618 DKK 7.53 13 Warrants granted 491,612 USD 2.24 Warrants exercised (388,181) (2) USD 2.42 Warrants forfeited (92,956) USD 1.28 Warrants cancelled — — Warrants granted as at December 31, 2022 (3) 2,743,093 USD 1.50 (4) 11 Warrants exercisable as at December 31, 2020 — Warrants exercisable as at December 31, 2021 2,072,122 Warrants exercisable as at December 31, 2022 (3) 1,988,106 (1) Of which 62,147 warrants were legally granted in June 2021 and the remaining 1,655 warrants were legally granted in December 2020. (2) The weighted average share price at the date of exercise were USD 2.42 and USD 5.59 for the years ended December 31, 2022 and 2021, respectively. (3) Number of warrants exclude EIB Warrants referred to in Note 19. (4) December 31, 2022 USD-end rate used. |
Schedule of assumptions have been applied for the warrants issued | September 30, September 30, 2023 2022 Expected term (in years) 5.0 – 7.0 6.5 Risk-free interest rate 4.60 – 4.61 % 3.97 – 4.06 % Expected volatility 85 % 85 % Share price $ 0.60 – 1.78 $ 1.71 – 3.03 | The following assumptions have been applied for the warrants issued during the year ended December 31, 2022: Expected term (in years) 6.5 Risk-free interest rate 3.66 % Expected volatility 85 % Share price $ 2.10 |
Schedule of share based compensation included in statements of comprehensive loss | Years Ended December 31, 2022 2021 2020 (USD in thousands) Research and development expenses $ 760 $ 1,051 $ 1,496 General and administrative expenses 182 328 1,912 Total $ 942 $ 1,379 $ 3,408 | |
Schedule of outstanding warrants by grant date | The following schedule specifies the outstanding warrants as at December 31, 2022: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 437,114 1 14 Grant (September 2017) 28.71 617,184 1 14 Grant (December 2017) 28.71 122,040 1 14 Grant (during 2018) 37.05 170,496 1 14 Grant (February 2019) 42.57 7,956 1 14 Grant (September 2019) 56.35 54,000 1 14 Grant (October 2019) 56.97 150,660 1 14 Grant (December 2020) 56.75 193,064 1 8 Grant (April 2021) 45.31 1,655 1 9 Grant (June 2021) 40.86 62,147 1 9 Grant (December 2021) 19.22 435,165 USD 5.38 9 Grant (March 2022) 13.46 35,000 USD 2.96 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 10,000 USD 1.83 9 Grant (June 2022) 8.85 45,000 USD 1.83 9 Grant (September 2022) 10.46 11,000 USD 2.42 9 Grant (December 2022) 10.95 50,000 USD 2.23 9 Grant (December 2022) 10.95 330,612 USD 2.23 9 Granted at December 31, 2022 2,743,093 9 Warrants exercisable at December 31, 2022 1,988,106 The following schedule specifies the outstanding warrants as at December 31, 2021: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 701,356 1 15 Grant (September 2017) 28.71 617,184 1 15 Grant (December 2017) 28.71 122,040 1 15 Grant (during 2018) 37.05 174,564 1 15 Grant (February 2019) 42.57 7,956 1 15 Grant (September 2019) 56.35 54,000 1 15 Grant (October 2019) 56.97 150,660 1 15 Grant (December 2020) 56.75 317,457 1 9 Grant (April 2021) 45.31 1,655 1 10 Grant (June 2021) 40.86 62,147 1 10 Grant (December 2021) 19.22 523,599 USD 5.38 10 Granted at December 31, 2021 2,732,618 Warrants exercisable at December 31, 2021 2,732,618 The following schedule specifies the outstanding warrants as at December 31, 2020: Per warrant Average Remaining grant Number of exercise price term to date fair value warrants per warrant maturity Outstanding program (DKK) outstanding (DKK) (years) Grant (December 2016) 20.91 712,332 1 16 Grant (April 2017) 24.05 13,896 1 16 Grant (September 2017) 28.71 617,184 1 16 Grant (December 2017) 28.71 127,044 1 16 Grant (during 2018) 37.05 181,836 1 16 Grant (February 2019) 42.57 7,956 1 16 Grant (September 2019) 56.35 54,000 1 16 Grant (October 2019) 56.97 150,660 1 16 Grant (December 2020) 56.75 363,168 1 11 Granted at December 31, 2020 2,228,076 1 15 Warrants exercisable at December 31, 2020 — | |
Schedule of share based awards to Board of Directors and Executive Management | The Board of Directors and Executive Management holding of share awards for the years ended December 31, 2020, 2021 and 2022 is shown below: Warrants held when Warrants held when Warrants held when becoming or leaving becoming or leaving becoming or leaving January 1, as a member December 31, as a member December 31, as a member December 31, 2020 of management Granted Forfeited 2020 of management Granted Exercised 2021 of management Granted Exercised Forfeited 2022 Thomas William Wylonis (former) (1) 342,612 (369,252) 26,640 — — 369,252 — — 369,252 — — (184,626) — 184,626 Steven Projan 24,436 — 18,612 — 42,048 — 4,583 — 46,631 — 5,000 — — 51,631 Roberto Prego 19,800 — 14,364 — 34,164 — 4,583 — 38,747 — 5,000 — — 43,747 Jo Ann Suzich (former) (7) — — 10,260 — 10,260 — — — 10,260 — — — — 10,260 Marianne Søgaard (2) — 65,952 28,368 — 94,320 — 9,167 — 103,487 — 10,000 — — 113,487 Helen Boudreau (former) (3) — — 5,436 — 5,436 — — (5,436) — — — — — — Kim Bjørnstrup (former) (4) — 5,868 5,868 — 5,868 — — — 5,868 — — — — 5,868 Lars Holtug — — — — — — 4,583 — 4,583 — 5,000 — — 9,583 Niels Iversen Møller — — — — — — — — — — 3,750 — — 3,750 Board of Directors in Total 385,848 (309,168) 109,548 — 561,348 — 22,916 (5,436) 578,828 — 28,750 (184,626) — 422,952 Lars Aage Staal Wegner 844,416 — 7,668 — 852,084 — 64,167 — 916,251 — — (62,736) (45,327) 808,188 Birgitte Rønø — — — — — 29,376 45,000 — 74,376 — 25,000 — — 99,376 Thomas Bogenrieder (former) (5) 49,572 (4,356) — (45,216) 4,356 — — — 4,356 — — — — 4,356 Erik Heegaard — — — — — — 97,564 — 97,564 — 25,000 — — 122,564 Glenn S. Vraniak (former) (6) 150,660 — — — 150,660 — — — 150,660 — — (112,995) — 37,665 Andreas Holm Mattsson — — — — — — — — — — 35,000 — — 35,000 Bo Karmark — — — — — — — — — 45,000 16,667 — — 61,667 Jesper Nyegaard Nissen — — — — — — — — — 25,000 20,833 — — 45,883 Niels Iversen Møller (8) — — — — — — — — — — 3,125 — — 3,125 Per Norlén — — — — — — — — — 50,000 3,125 — — 53,125 Executive Management in total 1,044,648 (4,356) — (45,216) 1,007,100 29,376 206,731 — 1,243,207 120,000 128,750 (175,731) (45,327) 1,270,899 (1) Former board member until June 30, 2020, 252 warrants were granted for services provided after retirement from the Board of Director position. (2) As of November 25, 2020, 26,964 warrants were granted for services provided before taking on the Board of Directors position. (3) Former board member from June 30, 2020 to May 25, 2021. (4) Former board member from June 30, 2020 to November 4, 2020. (5) Part of Executive Management until March 31, 2020. (6) Mr. Vraniak resigned as the Chief Financial Officer of the Company effective November 1, 2021. (7) Board member until May 25, 2021. (8) Became a Board member in 2022 . |
Capital Structure and Financ_10
Capital Structure and Financial Matters (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capital Structure and Financial Matters | ||
Schedule of changes in the share capital | Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2022 24,139,413 24,139 Capital increase at January 4, 2023 (JonesTrading sales agreement) 634,413 634 Capital increase at January 5, 2023 (JonesTrading sales agreement) 94,278 94 Capital increase at January 20, 2023 (JonesTrading sales agreement) 259,407 259 Capital increase at January 24, 2023 (JonesTrading sales agreement) 151,335 151 Capital increase at February 7, 2023 (JonesTrading sales agreement) 96,271 96 Capital increase at February 9, 2023 (JonesTrading sales agreement) 1,003,802 1,004 Capital increase at February 13, 2023 (JonesTrading sales agreement) 42,808 43 Capital increase at March 3, 2023 (JonesTrading sales agreement) 16,280 16 Exercised warrants, May 17, 2023 134,730 135 Exercised warrants, May 24, 2023 51,125 51 Exercised warrants, June 1, 2023 150,000 150 Capital increase at June 5, 2023 (JonesTrading sales agreement) 861,614 862 Exercised warrants, June 30, 2023 4,824 5 Capital increase at July 18, 2023 (JonesTrading sales agreement) 11,348 11 Exercised warrants, September 13, 2023 10,836 11 Capital increase at September 22, 2023 (JonesTrading sales agreement) 54,099 54 Capital increase at September 26, 2023 (JonesTrading sales agreement) 51,750 52 Capital increase at September 27, 2023 (JonesTrading sales agreement) 45,807 46 Share capital, September 30, 2023 27,814,140 27,814 | Number of Share Capital Ordinary Shares (DKK in thousands) Share capital, December 31, 2019 15,184,152 15,184 Capital increase at September 17, 2020 (issuance of shares for cash) 745,380 745 Capital increase at October 15, 2020 (issuance of shares for cash) 269,136 269 Share capital, December 31, 2020 16,198,668 16,198 Capital increase at February 9, 2021 (for initial public offering) 3,000,000 3,000 Capital increase at November 9, 2021 (for follow-on offering) 3,942,856 3,943 Capital increase November 2021 (exercised warrants) 62,284 63 Share capital, December 31, 2021 23,203,808 23,204 Capital increase April 2022 (exercised warrants) 54,072 54 Capital increase June 2022 (exercised warrants) 92,313 92 Capital increase June 2022 (exercised warrants) 37,665 38 Capital increase at June 7, 2022 (LPC purchase agreement) 428,572 429 Capital increase June 2022 (exercised warrants) 17,264 17 Capital increase August 2022 (exercised warrants) 92,313 92 Capital increase August 2022 (exercised warrants) 41,085 41 Capital increase September 2022 (exercised warrants) 10,836 11 Capital increase at October 13, 2022 (JonesTrading sales agreement) 23,405 23 Capital increase at October 17, 2022 (JonesTrading sales agreement) 26,396 26 Capital increase at October 20, 2022 (JonesTrading sales agreement) 64,601 65 Capital increase at December 5, 2022 (exercised warrants) 42,633 43 Capital increase at December 29, 2022 (JonesTrading sales agreement) 4,450 4 Share capital, December 31, 2022 24,139,413 24,139 December 31, 2022 2021 (USD in thousands) Authorized, issued and fully paid 24,139,413 (2021: 23,203,808) ordinary shares of DKK 1 each (2021: ordinary shares of DKK 1 each) $ 3,886 $ 3,755 Total share capital $ 3,886 $ 3,755 |
Schedule of Executive Management's and Board of Director's holding of shares | Number of ordinary shares owned 2022 2021 2020 Per Norlén — — — Bo Karmark 2,000 — — Jesper Nyegaard Nissen — — — Birgitte Rønø — — — Erik Deichmann Heegaard — — — Andreas Holm Mattsson 4,071,961 4,163,832 4,163,832 Niels Iversen Møller — 4,292,604 4,292,604 Lars Aage Staal Wegner (former) 82,124 182,124 182,124 Executive Management in total 4,156,085 8,638,560 8,638,560 Number of ordinary shares owned 2022 2021 2020 Niels Iversen Møller 4,196,840 — — Roberto Prego 310,248 310,248 310,248 Thomas William Wylonis (former) — — 485,676 Lars Holtug — — — Marianne Søgaard 41,652 41,652 41,652 Steven Projan 27,288 27,288 27,288 Board of Directors in total 4,576,028 379,188 864,864 |
Liquidity and Going Concern A_4
Liquidity and Going Concern Assessment (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 21, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) | Dec. 29, 2022 USD ($) shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Jun. 07, 2022 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) shares | Sep. 30, 2020 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 21, 2023 kr / shares | Dec. 21, 2023 $ / shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 kr / shares | Dec. 29, 2022 kr / shares | Aug. 31, 2022 kr / shares | Jul. 07, 2022 | Jun. 07, 2022 kr / shares | Dec. 31, 2021 kr / shares | Feb. 05, 2021 kr / shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Income from collaboration | $ 14,000,000 | ||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 6,127,000 | $ 48,000 | $ 428,000 | $ 53,854,000 | $ 9,019,000 | ||||||||||||||||||||||
ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | ||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Period of agreement (in months) | 36 months | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 700,000 | $ 7,800,000 | |||||||||||||||||||||||||
Commitment fee payable | 1,100,000 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | 6,000,000 | |||||||||||||||||||||||||
Purchase Agreement To Sell Convertible Notes, Value | $ 20,000,000 | ||||||||||||||||||||||||||
ADS | Entered into financing agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 5,300,000 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 20,000,000 | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 700,000 | ||||||||||||||||||||||||||
Agreement term | 36 months | ||||||||||||||||||||||||||
Commitment fee payable | $ 1,100,000 | ||||||||||||||||||||||||||
Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 269,136 | 745,380 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | |||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 2,400,000 | $ 6,600,000 | |||||||||||||||||||||||||
Lincoln Park Purchase Agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Agreement term | 36 months | ||||||||||||||||||||||||||
Lincoln Park Purchase Agreement | ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 40,000,000 | ||||||||||||||||||||||||||
Period of agreement (in months) | 36 months | ||||||||||||||||||||||||||
Maximum value of shares to sell in a single value of shares to sell in a single transaction | $ 1,500,000 | ||||||||||||||||||||||||||
Value of shares issued as commitment fee | $ 1,200,000 | ||||||||||||||||||||||||||
Market price above which purchase agreement depends on (in $ per share) | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Number of shares issued as commitment fee | shares | 428,572 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | ||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 9,968 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | ADS | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 114,403 | |||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | ||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 14,400,000 | ||||||||||||||||||||||||||
Percentage of commission to be paid | 3% | ||||||||||||||||||||||||||
Threshold period of prior notice to terminate agreement | 10 days | ||||||||||||||||||||||||||
Value of remaining number of shares under the agreements | $ 7,800,000 | ||||||||||||||||||||||||||
Maximum aggregate value of shares to sell | $ 14,400,000 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | |||||||||||||||||||||||||
Private placement | Warrant | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | ||||||||||||||||||||||||||
Ordinary shares par value | $ / shares | $ 0.544 | ||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | 6,900,000 | ||||||||||||||||||||||||||
Debt instrument term | 3 years | ||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.707 | ||||||||||||||||||||||||||
Private placement | Ordinary Shares | |||||||||||||||||||||||||||
Liquidity and Going Concern Assessments | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 5,300,000 | $ 5,300,000 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - EBI loan (Details) $ in Thousands, € in Millions | 1 Months Ended | |||||||
Feb. 17, 2022 USD ($) shares | Feb. 17, 2022 EUR (€) shares | Feb. 17, 2022 kr / shares shares | Aug. 31, 2020 USD ($) tranche | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2020 EUR (€) tranche | |
Summary of Significant Accounting Policies | ||||||||
Borrowings | $ | $ 8,139 | $ 8,000 | $ 1,170 | |||||
EIB Loan Agreement | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 20,000 | € 20 | ||||||
Number of tranches | tranche | 3 | 3 | ||||||
Term from disbursement dates | 6 years | |||||||
Debt instrument term | 6 years | 6 years | ||||||
Issuable cash settled warrants | 1,003,032 | 1,003,032 | 1,003,032 | |||||
Exercise price per warrant | kr / shares | kr 1 | |||||||
Number of warrants issued | 351,036 | 351,036 | ||||||
Tranche One | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 7,000 | € 7 | ||||||
Proceeds from borrowings | $ 7,800 | € 7 | ||||||
Tranche Two | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | 6,000 | 6 | ||||||
Tranche Three | ||||||||
Summary of Significant Accounting Policies | ||||||||
Principal amount | $ 7,000 | € 7 |
Borrowings - Loan from Lessor_2
Borrowings - Loan from Lessor (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 USD ($) m² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Borrowings | |||||||
Lease area (in square meters) | 1,356 | ||||||
Borrowings | $ | $ 8,139 | $ 8,139 | $ 8,000 | $ 1,170 | |||
Interest rate | 6% | ||||||
Interest expense related to loan | $ | $ 588 | 31 | |||||
Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | 1,356 | ||||||
DTU Financing | |||||||
Borrowings | |||||||
Borrowings | $ | $ 1,300 | ||||||
Interest rate | 6% | ||||||
Payment period | 8 years | ||||||
Interest expense related to loan | $ | 100 | $ 100 | 200 | $ 0 | |||
Borrowing addition | $ | $ 0 | $ 0 | $ 100 | $ 0 | $ 100 | ||
DTU Financing | Fixed interest rate | |||||||
Borrowings | |||||||
Interest rate | 6% | ||||||
Office space | |||||||
Borrowings | |||||||
Lease area (in square meters) | 839 | ||||||
Office space | Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | 839 | ||||||
Laboratory space | |||||||
Borrowings | |||||||
Lease area (in square meters) | 518 | ||||||
Laboratory space | Hrsholm, Denmark | |||||||
Borrowings | |||||||
Lease space | 518 |
Borrowings - EIB Loan (Detail_2
Borrowings - EIB Loan (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 17, 2022 USD ($) | Feb. 17, 2022 EUR (€) | Aug. 31, 2020 USD ($) tranche | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 31, 2020 EUR (€) tranche | |
Borrowings | |||||||||||
Interest rate | 6% | ||||||||||
Interest expenses | $ 34 | $ 5 | $ 29 | ||||||||
EIB Loan Agreement | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 20,000 | € 20 | |||||||||
Number of tranches | tranche | 3 | 3 | |||||||||
Effective interest rate, monthly | 0.78% | 0.78% | |||||||||
Interest expenses | $ 200 | $ 100 | $ 500 | $ 300 | $ 600 | $ 0 | |||||
Term from disbursement dates | 6 years | ||||||||||
EIB Loan Agreement | Fixed interest rate | |||||||||||
Borrowings | |||||||||||
Interest rate | 3% | 3% | |||||||||
EIB Loan Agreement | Payment-in-kind interest rate | |||||||||||
Borrowings | |||||||||||
Interest rate | 4% | 4% | |||||||||
Tranche One | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 7,000 | € 7 | |||||||||
Proceeds from the draw of loan agreement | $ 7,800 | € 7 | |||||||||
Loan repayment period | 6 years | 6 years | |||||||||
Tranche Two | |||||||||||
Borrowings | |||||||||||
Principal amount | 6,000 | 6 | |||||||||
Tranche Three | |||||||||||
Borrowings | |||||||||||
Principal amount | $ 7,000 | € 7 |
Borrowings - Summary (Details_2
Borrowings - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Borrowings. | |||
Loan from lessor | $ 1,016 | $ 1,068 | $ 1,170 |
EIB Loan | 7,123 | 6,932 | |
Total Borrowings | 8,139 | 8,000 | 1,170 |
Less: Borrowings, current portion | (150) | (136) | (126) |
Total Borrowings, net of current portion | $ 7,989 | $ 7,864 | $ 1,044 |
Warrant Liability (Details)_2
Warrant Liability (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Feb. 17, 2022 kr / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Reconciliation of changes in fair value measurement, liabilities | ||||
Liabilities at beginning of period | $ 13,722 | $ 7,726 | $ 7,726 | |
Liabilities at end of period | 14,676 | 13,722 | ||
EIB Loan Agreement | ||||
Warrant Liability | ||||
Number of warrants issued | shares | 351,036 | |||
Exercise price per warrant | kr / shares | kr 1 | |||
EIB Warrants | EIB Loan Agreement | ||||
Warrant Liability | ||||
Number of warrants issued | shares | 351,036 | |||
Warrant liability | ||||
Reconciliation of changes in fair value measurement, liabilities | ||||
Liabilities at beginning of period | 573 | 0 | 0 | |
Initial recognition of warrant liability | 1,007 | 1,007 | ||
Remeasurement of warrant liability | (323) | (395) | ||
Foreign currency translation | 2 | (126) | (39) | |
Liabilities at end of period | $ 252 | $ 881 | $ 573 |
Share-Based Payments - Warran_3
Share-Based Payments - Warrants (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 04, 2021 kr / shares | Dec. 31, 2021 EquityInstruments kr / shares | Oct. 31, 2021 EquityInstruments | Jun. 30, 2021 EquityInstruments Options | Dec. 31, 2020 EquityInstruments | Jun. 30, 2021 EquityInstruments | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 kr / shares | Dec. 31, 2022 kr / shares | Dec. 31, 2022 shares kr / shares | Dec. 31, 2022 EquityInstruments kr / shares | Dec. 31, 2022 kr / shares $ / shares | Dec. 31, 2021 EquityInstruments kr / shares | Dec. 31, 2021 EquityInstruments kr / shares $ / shares | Dec. 31, 2020 EquityInstruments kr / shares | Aug. 31, 2022 kr / shares | Feb. 05, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Share-Based Payments | |||||||||||||||||||
Warrants as a percentage of outstanding shares | 9.20% | 10.60% | |||||||||||||||||
Executive management | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 491,612 | ||||||||||||||||||
Warrants | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants Vesting period | 36 months | 36 months | 36 months | ||||||||||||||||
Warrants as a percentage of outstanding shares | 11.40% | 11.80% | 11.80% | 13.80% | |||||||||||||||
Warrants granted, price per share | (per share) | $ 2.24 | kr 1 | $ 5.38 | kr 1 | |||||||||||||||
Warrants granted | 260,000 | 161,000 | |||||||||||||||||
Warrants granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 63,802 | 363,168 | |||||||||||
Shares that vest monthly (as a percent) | 2.78 | 2.78 | |||||||||||||||||
Warrants | Executive management | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 100,000 | ||||||||||||||||||
Warrants granted | 0 | 62,147 | 523,599 | 523,599 | |||||||||||||||
Warrants | External consultant | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 150,000 | ||||||||||||||||||
Warrants | CIO | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 35,000 | ||||||||||||||||||
Warrants | CSO | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 25,000 | ||||||||||||||||||
Warrants | CMO | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants Vesting period | 36 months | ||||||||||||||||||
Warrants granted | 62,147 | 25,000 | |||||||||||||||||
Warrants | CBO | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Warrants granted | 3,125 | ||||||||||||||||||
Ordinary Shares | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Nominal value per share prior to stock split | kr / shares | kr 2 | ||||||||||||||||||
Nominal value per share | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | $ 1 | kr 1 | $ 1 | kr 1 | kr 1 | kr 1 | |||||||
Ordinary Shares | Warrants | |||||||||||||||||||
Share-Based Payments | |||||||||||||||||||
Increase in number of warrants, ratio | 36 | ||||||||||||||||||
Warrants granted exercise price, prior to stock split | kr / shares | kr 2 | ||||||||||||||||||
Warrants granted, price per share | kr / shares | kr 1 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Mar. 15, 2023 | Apr. 30, 2020 EquityInstruments | Sep. 30, 2022 EquityInstruments $ / shares | May 31, 2022 EquityInstruments | Mar. 31, 2022 EquityInstruments | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) EquityInstruments | Oct. 31, 2021 EquityInstruments | Jun. 30, 2021 USD ($) EquityInstruments Options | Dec. 31, 2020 EquityInstruments | Oct. 31, 2019 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) EquityInstruments $ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 EquityInstruments $ / shares | Sep. 30, 2022 $ / shares kr / shares | Sep. 30, 2022 Options $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) EquityInstruments | Dec. 31, 2022 USD ($) kr / shares | Dec. 31, 2022 USD ($) Options | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) EquityInstruments | Dec. 31, 2021 USD ($) kr / shares | Dec. 31, 2021 USD ($) Options | Dec. 31, 2020 | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EquityInstruments | Dec. 31, 2020 kr / shares | Dec. 31, 2019 EquityInstruments kr / shares | Dec. 31, 2022 shares | Dec. 31, 2022 EquityInstruments | Dec. 31, 2021 EquityInstruments | Dec. 31, 2021 Options | Jan. 31, 2019 USD ($) | |
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Service cost | $ | $ 100 | $ 200 | $ 400 | $ 700 | $ 942 | $ 1,379 | $ 3,408 | ||||||||||||||||||||||||||||||||||||||
Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted, remaining contractual life | 11 years | ||||||||||||||||||||||||||||||||||||||||||||
Executive management | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 491,612 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at beginning of period | 2,743,093 | 2,732,618 | 2,732,618 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercised | (351,515) | (345,548) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 260,000 | 161,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (82,381) | (16,623) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at end of period | 2,531,447 | 2,732,618 | 2,569,197 | 2,531,447 | 2,569,197 | 2,531,447 | 2,743,093 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable as at end of period | 1,962,252 | 1,894,591 | 1,962,252 | 1,894,591 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | 1,962,252 | |||||||||||||||||||||||||||||||||||
Service period | 36 months | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting | 2.80% | ||||||||||||||||||||||||||||||||||||||||||||
Service cost | $ | 1,000 | 1,400 | $ 3,400 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 523,599 | 62,147 | 1,655 | 491,612 | 491,612 | 63,802 | 363,168 | ||||||||||||||||||||||||||||||||||||||
Warrants exercised | (388,181) | (62,284) | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (45,216) | (92,956) | (10,178) | (45,216) | |||||||||||||||||||||||||||||||||||||||||
Warrants cancelled | (10,397) | (22,032) | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted at beginning of period | 2,743,093 | 2,732,618 | 2,732,618 | 2,732,618 | 2,732,618 | 2,228,076 | 2,228,076 | 1,932,156 | |||||||||||||||||||||||||||||||||||||
Warrants granted at end of period | 2,732,618 | 2,228,076 | 2,743,093 | 2,732,618 | 2,732,618 | 2,228,076 | 1,932,156 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable | 1,988,106 | 1,988,106 | 2,072,122 | 2,732,618 | |||||||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price/Share | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted at beginning of period, price per share | (per share) | $ 1.50 | kr 7.53 | kr 7.53 | kr 1 | kr 1 | ||||||||||||||||||||||||||||||||||||||||
Warrants granted, price per share | (per share) | $ 2.24 | $ 5.38 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||
Warrants exercised, price per share | (per share) | 2.42 | 1 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited, price per share | (per share) | 1.28 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted at end of period, price per share | (per share) | 1.50 | 7.53 | 1 | kr 1 | |||||||||||||||||||||||||||||||||||||||||
Warrants cancelled, price per share | kr / shares | 1 | kr 1 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at beginning of period | (per share) | 1.50 | kr 7.53 | kr 7.53 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercised | $ / shares | 0.14 | $ 0.13 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | $ / shares | 1.33 | 2.72 | |||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | $ / shares | 2.72 | 5.37 | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted as at end of period | (per share) | $ 1.32 | $ 1.47 | $ 1.32 | 1.47 | 1.32 | 1.50 | kr 7.53 | ||||||||||||||||||||||||||||||||||||||
Warrants exercisable as at end of period | $ / shares | $ 0.57 | $ 1.11 | $ 0.57 | 1.11 | $ 0.57 | 0.57 | $ 0.57 | $ 0.57 | kr 0.57 | $ 0.57 | |||||||||||||||||||||||||||||||||||
Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted, remaining contractual life | 13 years | 15 years | 17 years | ||||||||||||||||||||||||||||||||||||||||||
Warrants cancelled , remaining contractual life | 15 years | ||||||||||||||||||||||||||||||||||||||||||||
Other information | |||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 1.40 | $ 2.31 | $ 2.42 | $ 5.59 | |||||||||||||||||||||||||||||||||||||||||
Warrants | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | COO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 20,833 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | CFO [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 16,667 | 150,660 | |||||||||||||||||||||||||||||||||||||||||||
Warrants | CEO | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 3,125 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants forfeited | (45,327) | ||||||||||||||||||||||||||||||||||||||||||||
Warrants | Executive management | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Service period | 3 years | 36 months | |||||||||||||||||||||||||||||||||||||||||||
Warrants granted | 0 | 62,147 | 523,599 | ||||||||||||||||||||||||||||||||||||||||||
Warrants granted with immediate vesting | shares | 2,500 | 22,916 | |||||||||||||||||||||||||||||||||||||||||||
Weighted average fair value at measurement date | $ | $ 1,500 | $ 1,500 | $ 400 | $ 1,300 | $ 800 | $ 800 | $ 800 | $ 800 | $ 800 | $ 800 | kr 800 | $ 800 | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | $ 1,500 | kr 1,500 | $ 1,500 | $ 300 |
Share-Based Payments - Assump_2
Share-Based Payments - Assumptions of Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payments | |||
Expected term (in years) | 6 years 6 months | ||
Expected volatility | 85% | ||
Minimum | |||
Share-Based Payments | |||
Expected term (in years) | 5 years | ||
Risk-free interest rate | 4.60% | 3.97% | |
Share price | $ 0.60 | $ 1.71 | |
Maximum | |||
Share-Based Payments | |||
Expected term (in years) | 7 years | ||
Risk-free interest rate | 4.61% | 4.06% | |
Share price | $ 1.78 | $ 3.03 | |
Warrants | |||
Share-Based Payments | |||
Expected term (in years) | 6 years 6 months | ||
Risk-free interest rate | 3.66% | ||
Expected volatility | 85% | ||
Share price | $ 2.10 |
Capital Structure and Financ_11
Capital Structure and Financial Matters - Changes in Share Capital (Details) kr in Thousands, $ in Thousands | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||
Sep. 27, 2023 DKK (kr) shares | Sep. 26, 2023 DKK (kr) shares | Sep. 22, 2023 DKK (kr) shares | Sep. 13, 2023 DKK (kr) shares | Jul. 18, 2023 DKK (kr) shares | Jun. 30, 2023 DKK (kr) shares | Jun. 05, 2023 DKK (kr) shares | Jun. 01, 2023 DKK (kr) shares | May 24, 2023 DKK (kr) shares | May 17, 2023 DKK (kr) shares | Mar. 03, 2023 DKK (kr) shares | Feb. 13, 2023 DKK (kr) shares | Feb. 09, 2023 DKK (kr) shares | Feb. 07, 2023 DKK (kr) shares | Jan. 24, 2023 DKK (kr) shares | Jan. 20, 2023 DKK (kr) shares | Jan. 05, 2023 DKK (kr) shares | Jan. 04, 2023 DKK (kr) shares | Dec. 29, 2022 shares | Dec. 05, 2022 DKK (kr) shares | Oct. 20, 2022 shares | Oct. 17, 2022 shares | Oct. 03, 2022 shares | Jun. 07, 2022 shares | Sep. 30, 2022 DKK (kr) shares | Apr. 30, 2022 DKK (kr) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 DKK (kr) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 DKK (kr) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 DKK (kr) shares | Feb. 05, 2021 shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 DKK (kr) shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2019 DKK (kr) shares | |
Share Capital | ||||||||||||||||||||||||||||||||||||||||
Share capital | $ | $ (2,734) | $ 2,535 | $ 8,303 | $ 13,548 | $ (20,150) | $ 32,437 | $ 7,038 | $ 9,362 | ||||||||||||||||||||||||||||||||
Share Capital | ||||||||||||||||||||||||||||||||||||||||
Share Capital | ||||||||||||||||||||||||||||||||||||||||
Share capital | $ 4,415 | kr 27,814 | $ 4,390 | $ 3,886 | kr 24,139 | $ 3,864 | $ 3,844 | $ 3,755 | kr 23,204 | $ 2,648 | kr 16,198 | $ 2,481 | kr 15,184 | |||||||||||||||||||||||||||
Capital increase | kr | kr 46 | kr 52 | kr 54 | kr 11 | kr 862 | kr 16 | kr 43 | kr 1,004 | kr 96 | kr 151 | kr 259 | kr 94 | kr 634 | |||||||||||||||||||||||||||
Exercised warrants | kr | kr 11 | kr 5 | kr 150 | kr 51 | kr 135 | kr 43 | kr 11 | kr 54 | ||||||||||||||||||||||||||||||||
Ordinary Shares | ||||||||||||||||||||||||||||||||||||||||
Number of Ordinary Shares | ||||||||||||||||||||||||||||||||||||||||
Share capital | 27,814,140 | 27,814,140 | 24,139,413 | 24,139,413 | 23,203,808 | 23,203,808 | 19,198,668 | 16,198,668 | 16,198,668 | 15,184,152 | 15,184,152 | |||||||||||||||||||||||||||||
Capital increase (in shares) | 45,807 | 51,750 | 54,099 | 11,348 | 861,614 | 16,280 | 42,808 | 1,003,802 | 96,271 | 151,335 | 259,407 | 94,278 | 634,413 | 4,450 | 64,601 | 26,396 | 23,405 | 428,572 | ||||||||||||||||||||||
Exercise warrants (in shares) | 10,836 | 4,824 | 150,000 | 51,125 | 134,730 | 42,633 | 10,836 | 54,072 |
Capital Structure and Financ_12
Capital Structure and Financial Matters - Lincoln Park Purchase Agreement (Details) - ADS $ / shares in Units, $ in Millions | 9 Months Ended | ||||||
Jul. 31, 2023 kr / shares | Oct. 20, 2022 $ / shares | Jun. 07, 2022 kr / shares $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 shares | Jul. 07, 2022 USD ($) shares | Jun. 07, 2022 USD ($) shares | |
Capital Structure and Financial Matters | |||||||
Nominal value per share | kr / shares | kr 1 | ||||||
Number of ordinary shares per ADS | 1 | 1 | |||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | |||||
Period of agreement (in months) | 36 months | ||||||
Lincoln Park Purchase Agreement | |||||||
Capital Structure and Financial Matters | |||||||
Maximum aggregate value of shares to sell | $ | $ 40 | ||||||
Nominal value per share | kr / shares | kr 1 | ||||||
Number of ordinary shares per ADS | 1 | 1 | |||||
Number of shares issued as commitment fee | 428,572 | ||||||
Ordinary shares purchase price | $ / shares | kr 2.80 | ||||||
Value of shares issued as commitment fee | $ | $ 1.2 | ||||||
Shares to sell in a single transaction | 70,000 | ||||||
Period of agreement (in months) | 36 months | ||||||
Market price above which purchase agreement depends on (in $ per share) | $ / shares | kr 0.50 | ||||||
Maximum value of shares to sell in a single value of shares to sell in a single transaction | $ | $ 1.5 | ||||||
Maximum beneficial ownership (as a percent) | 9.99% | ||||||
Number of shares registered for resale | 4,649,250 | ||||||
Amount of proceeds to be received | $ | $ 40 | ||||||
Number of shares issued and sold | 428,572 | 428,572 | |||||
Lincoln Park Purchase Agreement | Minimum | |||||||
Capital Structure and Financial Matters | |||||||
Shares to sell in a single transaction | 50,000 | ||||||
Lincoln Park Purchase Agreement | Maximum | |||||||
Capital Structure and Financial Matters | |||||||
Shares to sell in a single transaction | 70,000 |
Capital Structure and Financ_13
Capital Structure and Financial Matters - JonesTrading Sales Agreement (Details) | 9 Months Ended | |||||||||||
Jul. 31, 2023 kr / shares | Dec. 29, 2022 USD ($) $ / shares shares | Dec. 29, 2022 DKK (kr) shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) $ / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 13, 2022 shares | Oct. 03, 2022 USD ($) | Oct. 03, 2022 DKK (kr) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 DKK (kr) shares | Jul. 31, 2023 USD ($) | |
ADS | ||||||||||||
Capital Structure and Financial Matters | ||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | 3,323,212 | ||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | ||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | $ 6,000,000 | ||||||||||
Increase in share capital | kr | kr 114,402 | kr 3,323,212 | ||||||||||
Value of remaining number of shares under the agreements | $ 7,800,000 | $ 700,000 | ||||||||||
Period of agreement (in months) | 36 months | |||||||||||
Purchase Agreement To Sell Convertible Notes, Value | 20,000,000 | |||||||||||
Par value per share | kr / shares | kr 1 | |||||||||||
Commitment Fee Payable | $ 1,100,000 | |||||||||||
At-The-Market Issuance Sales Agreement | ||||||||||||
Capital Structure and Financial Matters | ||||||||||||
Percentage of commission to be paid | 3% | |||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | ||||||||||
Gross proceeds from sale of ordinary shares | $ 9,968 | |||||||||||
Increase in share capital | kr | kr 4,450 | |||||||||||
At-The-Market Issuance Sales Agreement | ADS | ||||||||||||
Capital Structure and Financial Matters | ||||||||||||
Maximum aggregate value of shares to sell | $ 14,400,000 | |||||||||||
Percentage of commission to be paid | 3% | |||||||||||
Threshold period of prior notice to terminate agreement | 10 days | 10 days | ||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | 114,403 | 114,403 | ||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | 1 | 1 | |||||||
Ordinary shares purchase price | $ / shares | $ 2.24 | $ 2.76 | ||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | |||||||||||
Increase in share capital | kr | kr 114,403 | |||||||||||
Value of remaining number of shares under the agreements | $ 7,800,000 |
Events After the Reporting Pe_5
Events After the Reporting Period (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 21, 2023 USD ($) $ / shares shares | Dec. 29, 2022 USD ($) $ / shares shares | Dec. 29, 2022 DKK (kr) kr / shares shares | Oct. 20, 2022 shares | Oct. 20, 2022 USD ($) $ / shares shares | Oct. 20, 2022 DKK (kr) shares | Oct. 13, 2022 kr / shares shares | Oct. 03, 2022 USD ($) | Oct. 03, 2022 DKK (kr) | Oct. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) $ / shares shares | Mar. 03, 2023 USD ($) $ / shares shares | Mar. 03, 2023 DKK (kr) kr / shares shares | Jan. 12, 2024 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 DKK (kr) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 21, 2023 kr / shares | Jul. 31, 2023 kr / shares | Dec. 31, 2022 kr / shares | Aug. 31, 2022 kr / shares | Dec. 31, 2021 kr / shares | Feb. 05, 2021 kr / shares | Jan. 04, 2021 kr / shares | Aug. 10, 2020 kr / shares | |
Events After the Reporting Period | ||||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 6,127,000 | $ 48,000 | $ 428,000 | $ 53,854,000 | $ 9,019,000 | |||||||||||||||||||||||
American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.76 | $ 1.79 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | $ 6,000,000 | ||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 114,402 | 114,402 | 3,323,212 | 3,323,212 | ||||||||||||||||||||||||
Increase in share capital | kr | kr 114,402 | kr 3,323,212 | ||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | |||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 8.89 | $ 8.89 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 2,400,000 | $ 6,600,000 | ||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 269,136 | 745,380 | ||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | kr 1 | ||||||||||||||||||||||
Share Issuances | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Increase in share capital | kr | kr 2,298,594 | |||||||||||||||||||||||||||
Entered into financing agreement | Private Placement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 5,300,000 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | |||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 6,900,000 | |||||||||||||||||||||||||||
Entered into financing agreement | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
Gross proceeds from exercise of warrants | $ 5,300,000 | |||||||||||||||||||||||||||
Entered into financing agreement | American Depositary Shares [Member] | Private Placement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 9,726,898 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | ||||||||||||||||||||||||||
Ordinary shares par value | $ / shares | $ 0.544 | |||||||||||||||||||||||||||
Ifrs Debt Instrument, Term | 3 years | |||||||||||||||||||||||||||
Exercise Price Per Warrant | $ / shares | $ 0.707 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 9,968 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | ||||||||||||||||||||||||||
Increase in share capital | kr | kr 4,450 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 2.24 | $ 2.76 | ||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 300,000 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 4,450 | 4,450 | 114,403 | 114,403 | ||||||||||||||||||||||||
Increase in share capital | kr | kr 114,403 | |||||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | kr 1 | ||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ 4,200,000 | |||||||||||||||||||||||||||
Proceeds from issuance of shares and exercise warrants, less underwriter discounts | $ 300,000 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | American Depositary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares purchase price | $ / shares | $ 1.90 | |||||||||||||||||||||||||||
Ordinary shares sold (in shares) | shares | 2,298,594 | 2,298,594 | 356,742 | |||||||||||||||||||||||||
Number of ordinary shares per ADS | 1 | |||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 | |||||||||||||||||||||||||||
At-The-Market Issuance Sales Agreement | Share Issuances | Ordinary Shares [Member] | ||||||||||||||||||||||||||||
Events After the Reporting Period | ||||||||||||||||||||||||||||
Ordinary shares par value | kr / shares | kr 1 |