Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Cover [Abstract] | |
Entity Registrant Name | 4D Pharma PLC |
Entity Central Index Key | 0001830162 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2020 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filer | No |
Entity Reporting Status Current | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Common Stock, Shares Outstanding | 0 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 11,990 | $ 5,031 |
Research and development tax credits receivable | 4,799 | 7,049 |
Prepayments and other current assets | 4,055 | 2,705 |
Total current assets | 20,844 | 14,785 |
Property and equipment, net | 5,082 | 5,596 |
Right-of-use assets (operating leases) | 1,129 | 1,251 |
Intangible assets, net | 6,303 | 6,296 |
Goodwill | 13,489 | 12,651 |
Deferred merger costs | 2,010 | |
Research and development tax credits receivable | 242 | 247 |
Total assets | 49,099 | 40,826 |
Current liabilities: | ||
Accounts payable | 4,540 | 1,641 |
Accrued expenses and other current liabilities | 2,557 | 4,235 |
Current portion of operating lease liabilities | 94 | 75 |
Deferred revenues, current | 1,318 | 538 |
Total current liabilities | 8,509 | 6,489 |
Long term operating lease liabilities, net | 1,092 | 1,229 |
Deferred revenues, net | 306 | 1,720 |
Deferred tax | 18 | 31 |
Other liabilities | 203 | 170 |
Total liabilities | 10,128 | 9,639 |
Commitments and Contingencies (Note 7) | ||
Stockholders' equity: | ||
Common Stock, $0.003 par value, 167,991,442 authorized; 131,467,935 and 65,493,842 shares outstanding at December 31, 2020 and 2019, respectively | 479 | 266 |
Additional paid in capital | 210,876 | 174,376 |
Accumulated other comprehensive loss | (24,149) | (25,715) |
Accumulated deficit | (148,235) | (117,740) |
Total stockholders' equity | 38,971 | 31,187 |
Total liabilities and stockholders' equity | $ 49,099 | $ 40,826 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.003 | $ 0.003 |
Common stock, shares authorized | 167,991,442 | 167,991,442 |
Common stock, shares issued | 131,467,935 | 65,493,842 |
Common stock, shares outstanding | 131,467,935 | 65,493,842 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 690 | $ 269 |
Operating expenses: | ||
Research and development | 23,384 | 29,193 |
General and administrative expenses | 13,015 | 10,380 |
Foreign currency losses (gains) | (699) | 957 |
Total operating expenses | 35,700 | 40,530 |
Loss from operations | (35,010) | (40,261) |
Other income, net: | ||
Interest income | 6 | 78 |
Other income | 4,496 | 6,883 |
Change in fair value of contingent consideration payable | 2,967 | |
Total other income, net | 4,502 | 9,928 |
Net loss before income tax benefit | (30,508) | (30,333) |
Income tax benefit | 13 | |
Net loss | (30,495) | (30,333) |
Other comprehensive income | ||
Foreign currency translation adjustment | 1,566 | 1,113 |
Comprehensive loss | $ (28,929) | $ (29,220) |
Net loss per common share, basic and diluted | $ (0.27) | $ (0.46) |
Weighted-average number of common shares used in computing basic and diluted net loss per common share | 114,149,743 | 65,493,842 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 266 | $ 174,036 | $ (26,828) | $ (87,407) | $ 60,067 |
Balance, Shares at Dec. 31, 2018 | 65,493,842 | ||||
Other comprehensive income | 1,113 | 1,113 | |||
Net loss | (30,333) | (30,333) | |||
Share-based compensation | 340 | 340 | |||
Balance at Dec. 31, 2019 | $ 266 | 174,376 | (25,715) | (117,740) | 31,187 |
Balance, Shares at Dec. 31, 2019 | 65,493,842 | ||||
Issuance of common stock, net | $ 213 | 32,801 | 33,014 | ||
Issuance of common stock, shares | 65,898,400 | ||||
Issuance of warrants | 3,270 | 3,270 | |||
Warrant exercises | 98 | 98 | |||
Warrant exercises, shares | 75,693 | ||||
Other comprehensive income | 1,566 | 1,566 | |||
Net loss | (30,495) | (30,495) | |||
Share-based compensation | 331 | 331 | |||
Balance at Dec. 31, 2020 | $ 479 | $ 210,876 | $ (24,149) | $ (148,235) | $ 38,971 |
Balance, Shares at Dec. 31, 2020 | 131,467,935 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (30,495) | $ (30,333) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,572 | 1,644 |
Stock based compensation | 331 | 340 |
Change in fair value of contingent consideration | (2,967) | |
Other non-cash expenses | 13 | 74 |
Changes in assets and liabilities: | ||
Prepayments and other current assets | (1,168) | 168 |
Research and development tax credits receivable | 2,422 | (939) |
Accounts payable | 2,677 | (903) |
Deferred revenues | (689) | 2,197 |
Operating lease obligations | (185) | (148) |
Other liabilities and accrued expenses | (1,748) | 2,184 |
Net cash used in operating activities | (27,270) | (28,683) |
Cash Flows from Investing Activities: | ||
Purchase of software | (19) | (73) |
Purchase of property and equipment | (211) | (681) |
Proceeds on disposal of assets | 55 | |
Maturities of short-term investments | 12,982 | |
Net cash (used in) provided by investing activities | (230) | 12,283 |
Cash Flows from Financing Activities: | ||
Net proceeds from issuance of common stock | 33,014 | |
Issuance of warrants | 3,270 | |
Warrant exercises | 98 | |
Deferred merger costs | (1,901) | |
Lease liability payments | (14) | (14) |
Net cash provided by (used in) financing activities | 34,467 | (14) |
Effect of exchange rate changes on cash and cash equivalents | (8) | 1,000 |
Change in cash and cash equivalents | 6,959 | (15,414) |
Cash and cash equivalents at beginning of year | 5,031 | 20,445 |
Cash and cash equivalents at end of year | 11,990 | 5,031 |
Supplemental disclosures of non-cash investing and financing activities | ||
Cash paid for interest | 224 | 230 |
Lease liabilities from obtaining right-of-use assets | $ 1,446 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of the Business | NOTE 1 – NATURE OF THE BUSINESS 4D Pharma plc (the “Company”) and its subsidiary undertakings were established with the mission of leveraging the deep and varied interactions between the human body and the gut microbiome – the trillions of bacteria that colonize the human gastrointestinal tract – to develop an entirely novel class of drug: Live Biotherapeutics. The Company is focused on understanding how individual strains of bacteria function and how their interactions with the human host can be exploited to treat particular diseases, from cancer to asthma to conditions of the central nervous system. The Company is incorporated in England and Wales and its operations are largely undertaken in Europe. The Company’s common stock are listed on the Alternative Investment Market of the London Stock Exchange (“AIM”). Merger Agreement As discussed further in Note 14, on March 22, 2021 the Company completed a merger with Longevity Acquisition Corporation (NASDAQ: LOAC) a publicly-traded special purpose acquisition company (“SPAC”). Shareholders of LOAC received American Depositary Shares (“ADSs”) of the Company, and LOAC became a wholly-owned subsidiary of the Company. Transaction Details At closing, LOAC merged with and into Dolphin Merger Sub Limited (“Merger Sub”), a new wholly owned subsidiary of the Company, with Merger Sub continuing as the surviving company. Each of LOAC’s common shares issued and outstanding prior to the effective time of the merger (excluding shares held by the Company and LOAC and dissenting shares, if any) were automatically converted into the right to receive certain per share merger consideration (as defined below), and each warrant to purchase LOAC’s ordinary shares and right to receive LOAC’s ordinary shares that were outstanding immediately prior to the effective time of the merger was assumed by the Company and automatically converted into a warrant to purchase common stock of the Company and a right to receive common stock of the Company, payable in Company ADSs, respectively. The per share merger consideration consisted of 7.5315 common shares of the Company, payable in Company ADSs (each ADS representing 8 ordinary shares), for each issued and outstanding ordinary shares of LOAC. LOAC had cash and cash equivalents of $11.6 million at the time of the merger after paying all of its debtors. Immediately following the consummation of the merger, the shareholders of LOAC collectively own approximately 13.1% of outstanding ordinary shares of the combined entity based on the issued share capital of 4D Pharma and Longevity prior to consummation of the merger. Concurrently with the completion of the merger, on March 22 2021, the Company raised £18.0 million ($25.0 million) through the issuance of 16,367,332 common shares at a share price of £1.10 or ($1.53) per share. Liquidity and capital resources Since inception, the Company has incurred net losses and negative cash flows from operations. During the year ended December 31, 2020, the Company incurred a net loss of $30.5 million and used $27.3 million of cash in operations. As of December 31, 2020, the Company had an accumulated deficit of $148.2 million. Management expects to incur additional operating losses in the future as the Company continues to further develop, seek regulatory approval for and, if approved, commence commercialization of its product candidates. As of December 31, 2020, the Company’s cash and cash equivalents were $12.0 million. The Company expects that its existing cash and cash equivalents, including the cash received in the merger with LOAC, the sale of its common shares and the receipt from an overdraft facility, all in March 2021 (See Note 14 for further information), will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations through the next 12 months following the date of the issuance of these consolidated financial statements. The Company has historically financed its operations primarily through the sale of common stock. The Company intends to continue to raise additional capital through sales of common stock, but there can be no assurance that these funds will be available or that they are readily available at terms acceptable to the Company or in an amount sufficient to enable the Company to continue its development and commercialization of its products or sustain operations in the future. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated during the consolidation process. (b) Functional and Reporting Currency The functional currency of the Company and its subsidiaries (other than the foreign subsidiaries mentioned below) is the Great Britain Pound Sterling (“GBP”). The operations of the two foreign subsidiaries are conducted in EUROs. Balances denominated in, or linked to, foreign currencies are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statement of operations and comprehensive loss, the exchange rates applicable to the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses. Assets and liabilities of the two subsidiaries are translated from their functional currency to GBP at the balance sheet date exchange rates. Income and expense items are translated at the average rates of exchange prevailing during the year. Translation adjustments are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income or loss. The reporting currency for the Company and its subsidiaries is the United States dollar (“USD”), and these consolidated financial statements are presented in USD. Dollar amounts included herein are in thousands, except per share data. Stockholders’ equity is translated into USD from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenses are translated at the average exchange rates prevailing during the reporting period. Adjustments resulting from translating the financial statements into USD are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. (c) Use of estimates The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these consolidated financial statements, the Company’s significant estimates include (1) goodwill impairment; (2) these estimated useful lives of intangible assets and property and equipment; (3) revenue recognition, in regards to the deferred revenues; (4) the inputs used in determining the fair value of equity-based awards; (5) the estimated fair value of the contingent consideration payable; and (6) valuation allowance relating to the Company’s deferred tax assets. (d) JOBS Act Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards. (e) Cash and cash equivalents and short-term investments The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents are valued at cost, which approximates their fair value. Short-term investments comprise deposits with maturities of more than three months, but no greater than twelve months. The Company deposits its cash primarily in checking, money market accounts, as well as certificates of deposit. The Company does not generally enter into investments for trading or speculative purposes, rather to preserve its capital for the purpose of funding operations. The Company deposits its cash investments in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts nor does it believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2020 and 2019, the Company’s cash, cash equivalents and short-term investments were held at a number of accredited financial institutions. (f) Concentrations of credit risks Concentrations of credit risk have been provided for customers and suppliers who individually represent greater than 10% of the applicable measure during the periods stated. The Company derived 100% of its revenue for the year ended December 31, 2020 from a collaboration partner. See Note 9, Revenues for additional information. The Company had two suppliers that accounted for 32% of purchases for the period ended December 31, 2020. The accounts payable balance at December 31, 2020 contained one balance which constituted 45% of the total balance outstanding at that date. The Company had two suppliers that accounted for 27% of purchases for the period ended December 31, 2019. The accounts payable balance at December 31, 2019 contained two balances which constituted 21% of the total balance outstanding at that date. (g) Deferred Merger Costs Specific incremental legal, accounting and other fees and costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of such an offering. As of December 31, 2020, there were $2,010 of merger costs, primarily consisting of legal, accounting and printing fees, that were capitalized in assets on the consolidated balance sheet. Upon completion of the merger, these costs were charged against the gross proceeds. (h) Fair value of financial instruments The Company measures and discloses fair value in accordance with ASC 820, “ Fair Value,” Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s financial instruments primarily consist of cash and cash equivalents, trade and other payables and cash deposits with initial maturity of up to 12 months. The estimated fair values of these financial instruments approximate their carrying values as presented, due to their short maturities. We consider contingent considerations to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including contract terms. At December 31, 2020, the Company has no contingent consideration payable. At December 31, 2019, the contingent consideration payable on a business combination was measured at fair value. The method used to value this liability is a level 3 discounted expected cash flow model. The principal inputs to the model are: ● the probability of the liability occurring (2019 – 0%) ● the rate used to discount the estimated undiscounted liability (2019 – 17.5%). The fair value is most sensitive to the probability of the liability occurring, which in turn depends on the achievement of milestones as described in Note 10. The greater the probability of the milestones being achieved, the greater the fair value of the contingent liability. (i) Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is development of a disruptive class of drug – Live Biotherapeutic products (LBPs) – leveraging the profound impact of the gut microbiome on human health and disease. Long-lived assets by geography are as follows as of December 31, 2020: UK $9,383, Spain $10,615 and Ireland $6,004. Long-lived assets by geography are as follows as of December 31, 2019: UK $9,733, Spain $10,246 and Ireland $5,815. (j) Property and equipment Property and equipment are recorded at cost, net of accumulated depreciation and any accumulated impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment, including right-of-use assets, are as follows: ● Plant and machinery – straight line over three to ten years ● Fixtures, fitting and office equipment – straight line over four to five years ● Land and buildings – straight line over the shorter of the lease or a five to ten-year period Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation are removed from the balance sheet. Any resulting net gains or losses on dispositions of property and equipment are included as a component of operating expenses within the Company’s consolidated statements of operations and comprehensive loss. Repair and maintenance costs that do not significantly add value to the property and equipment, or prolong its life, are charged to operating expense as incurred. (k) Leases On January 1, 2019, the Company adopted ASC 842 using a modified retrospective approach. In addition, we elected the package of practical expedients available for existing contracts, which allowed us to carry forward our historical assessments of lease identification, lease classification, and initial direct costs. As a result of adopting ASC 842, we recognized right-of-use assets and lease liabilities of approximately $1.5 million. The Company enters into operating lease arrangements for real estate assets related to office space and finance lease arrangements for vehicles and other equipment. The Company determines if an arrangement contains a lease at its inception by assessing whether there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in exchange for consideration. Lease liabilities are included in current and long-term portions for each of financing and operating leases in our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement. The operating lease liabilities is adjusted for any unpaid lease incentives, such as tenant improvement allowances and certain other immaterial non-lease components which have been included a practical expedient. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of right-to-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of our leases is not determinable, we use an incremental borrowing rate (“IBR”) based on the information available at the lease commencement date, including consideration to the Company’s incremental borrowing rate, in determining the present value of lease payments. The Company recognizes options to extend or terminate a lease when it is reasonably certain that the Company will exercise any such options. The operating lease expense is recognized on a straight-line basis over the lease term. We also elected the post-transition practical expedient to not separate lease components from non-lease components for all existing leases, as well as a policy to not apply the recognition requirements of ASC 842 for short-term leases with an initial term of 12 months of less. (l) Asset Retirement Obligations An asset retirement obligation (“ARO”) represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. Our AROs are associated with leasehold improvements that, at the end of a lease, we are contractually obligated to remove in order to comply with certain lease agreements. The ARO balance, included in other liabilities, at December 31, 2020 and 2019 was $203 and $165, respectively, and will be subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. Due to the time over which these obligations could be settled and the judgment used to determine the liability, the ultimate obligation may differ from the estimate. Upon settlement, any difference between actual cost and the estimate is recognized as a gain or loss in that period. Accretion expense on the liability is recognized over the estimated productive life of the related assets and is included on the consolidated statements of operations under general and administrative expenses. For the years ended December 31, 2020 and 2019 accretion expense was $27 and $22, respectively. (m) Intangible assets Goodwill Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist. When evaluating goodwill for impairment, the Company may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value. Under Accounting Standards Update (“ASU”) 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Patents Acquired patents are initially recorded at cost (or if initially recognized in a business combination at fair value), assigned an estimated useful life, and amortized primarily on a straight-line basis over their estimated useful lives of up to 20 years from the date of filing the patent. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. Acquired Research and Development (Intellectual Property) Intellectual property that the Company acquired in conjunction with the acquisition of a business represents the fair value assigned to the research and development platforms and basis that discoveries will be made from. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Intellectual Property is evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of is less than carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. Software Software is recognized initially at cost. After initial recognition, these assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended. Amortization is computed by allocating the amortization amount of an asset on a systematic basis over its useful life and is applied separately to each identifiable component. Amortization is applied to software over three to five years on a straight-line basis. (n) Impairment of Long-Lived Assets and Intangibles Long-lived assets, such as property and equipment, right-of-use assets and definite-lived intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the undiscounted cash flows attributable to the asset group. If the carrying amount of an asset group exceeds its undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds its fair value. (o) Research and development and expenditures Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with research institutions, contract research organizations, contract manufacturers and other companies. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. (p) Revenue recognition The Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration, to predict the amount of consideration to which it will be entitled for its one open contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Currently, the Company has one contract with an option to acquire exclusive licenses for identified targets for development product candidates which it evaluated and determined that it was not a material right related to the MSD Agreement, as defined in Note 10. (q) Income tax The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. (r) Share-based payments Equity settled share-based payment transactions are measured with reference to the fair value of equity awards at the date of grant and recognized on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. Fair value is measured using a suitable option pricing model, which takes into account any market conditions. At each reporting date before vesting, the cumulative expense is calculated, representing both the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions. This calculation determines the number of equity instruments that will ultimately vest with the movement in cumulative expense since the previous reporting date recognized in the Company’s consolidated statements of operations and other comprehensive loss, with a corresponding entry in equity. When share-based payments have lapsed due to a failure to meet performance criteria, no expense is recognized and any previously recognized expense is reversed when the lapse occurs. Where share-based payments fail to vest as a result of market-based vesting criteria, the fair value of the award is expensed and included in the consolidated statements of operations and comprehensive loss . (s) Earnings (loss) per share Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. Basic and diluted loss per common share is the same for all periods presented because all outstanding stock options and warrants are anti-dilutive. At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 21,924,307 - Common stock options 485,056 925,589 Total 22,409,363 925,589 (t) Recently adopted accounting pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (u) Recent issued accounting pronouncements not yet adopted Accounting Standards Update (ASU 2016-13), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments – The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued Accounting Standards Update No. 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (v) Subsequent Events Management has evaluated subsequent events that have occurred through the date these financial statements were issued. There were no events that require adjustment to or disclosure in the Company’s financial statements, except as disclosed. See Note 14 for further information on subsequent events. |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepayments and Other Current Assets | NOTE 3 – PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following: December 31, 2020 2019 Prepayments $ 2,394 $ 1,465 VAT receivables 1,263 980 Other assets – goods to be consumed in R&D activities 398 260 $ 4,055 $ 2,705 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: December 31, 2020 2019 Cost Property and machinery $ 8,728 $ 7,852 Fixtures, fittings and office equipment 294 282 Land and buildings 1,674 1,549 Total cost 10,696 9,683 Accumulated depreciation 5,614 4,087 Total property and equipment, net $ 5,082 $ 5,596 Depreciation and related amortization expense was $1,111 and $1,183 for the years ended December 31, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS Goodwill: Balance at December 31, 2018 $ 12,625 Translation differences 26 Balance at December 31, 2019 12,651 Translation differences 838 Balance at December 31, 2020 $ 13,489 Intangible assets, net, consisted of the following: December 31, 2020 Software Patents Intellectual Property Total Gross amount beginning of period $ 365 $ 1,418 $ 5,910 $ 7,693 Additions 19 - - 19 Translation differences 16 59 248 323 Gross amount end of period 400 1,477 6,158 8,035 Accumulated amortization (339 ) (1,393 ) - (1,732 ) Net Book value $ 61 $ 84 $ 6,158 $ 6,303 December 31, 2019 Software Patents Intellectual Property Total Gross amount beginning of period $ 428 $ 1,377 $ 5,740 $ 7,545 Additions 73 - - 73 Translation differences 4 41 170 215 Gross amount end of period 505 1,418 5,910 7,833 Disposals (140 ) (140 ) Accumulated amortization (232 ) (1,165 ) - (1,397 ) Net Book value $ 133 $ 253 $ 5,910 $ 6,296 Estimated amortization expense for each of the next five years is: Year 2021 $ 119 2022 22 2023 2 2024 1 2025 1 Total $ 145 Amortization expense was $262 and $276 for the years ended December 31, 2020 and 2019, respectively. At the acquisition dates, goodwill amounted to $13.3 million, intellectual property amounted to $6.1 million and patent rights amounted to $1.5 million for the acquisitions of 4D Pharma Research Limited (2015), 4D Pharma Leon S.L.U. (2016), 4D Pharma Cork Limited (formerly Tucana Health Limited) (2016) and The Microbiota Company Limited (2014). These entities together provide the necessary facilities and resources to enable the Company to successfully research, manufacture, gain approval for and commercialize LBPs. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 6 – Leases Operating Lease obligations Effective January 1, 2019, the Company adopted new guidance for the accounting and reporting of leases. The Company has two real estate leases classified as operating leases (one on Spain and one in the UK). No additional leases were entered into during 2019. The UK lease was for our head office in Leeds, England. The premises comprise office space and parking and are for a ten-year term which commenced in May 2017. A tenant lease break clause is available in May 2022 which has not been included in the lease calculations as there is no indication that this would be executed. Lease escalation costs have been included on a fixed rate basis as a practical expedient. The lease includes a provision to return the premises to their original condition on exit, as such an asset retirement obligation has been included in other liabilities of $165 and $136 at December 31, 2020 and 2019, respectively. The Spanish lease relates to our manufacturing premises in Leon, Spain. The agreement is for a ten-year term which commenced in April 2016 and includes a tenant lease break clause that can be executed after providing six months’ written notice at any point five years from the commencement date, again this break clause has not been included in the lease value as there is no evidence that this will be executed. Lease escalation cost have also been included on a fixed rate basis as a practical expedient. The lease includes the requirement to make certain repairs and as such an asset retirement obligation has been included in other liabilities at $38 and $29 at December 31, 2020 and 2019, respectively. The existing leases are considered net leases as their non-lease components, such as common area maintenance, are paid separately from rent and based on actual costs incurred. Therefore, such variable non-lease components were not included in the right-of-use asset and liability and are reflected as expenses in the periods incurred. Operating lease cost was $311 and $307 for the years ended December 31, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $301 and $262 for the years ended December 31, 2020 and 2019, respectively. Short term lease cost was $174 and $199 for the years ended December 31, 2020 and 2019, respectively. Cash paid for short term leases was $155 and $169 for the years ended December 31, 2020 and 2019, respectively. December 31, December 31, 2020 2019 Assets Right of use assets $ 1,129 $ 1,251 Liabilities Current portion of operating lease liabilities 94 75 Long term operating lease liabilities, net 1,092 1,229 $ 1,186 $ 1,304 Weighted-average remaining lease term (years) 6 7 Weighted-average discount rate 13.6 % 13.6 % Maturities of operating leases liabilities are as follows: December 31, 2020 2021 $ 318 2022 320 2023 336 2024 339 2025 340 Thereafter 262 Total lease payments 1,915 Less: Imputed interest (729 ) $ 1,186 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liablities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liablities | NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Clinical trials expenses $ 231 $ 2,561 Patents and other research expenses 302 428 Payroll expenses 149 122 Building and office expenses 337 274 Professional consultants expenses 839 156 Tax expenses 305 334 Deferred grant income 82 52 Short-term finance lease 5 14 Other expenses 307 294 $ 2,557 $ 4,235 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES We enter into contracts in the normal course of business with Contract Research Organizations, Contract Manufacturing Organizations, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by us upon prior written notice although, purchase orders for clinical materials are generally non-cancellable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancellable obligations of our service providers, up to the date of cancellation or upon completion of a manufacturing run. These payments, where the costs are material, have been included based on assumptions regarding those that are reasonably likely to be incurred. COVID-19 In 2020, the global COVID-19 pandemic hit the United States and UK affecting almost all aspects of the global economy, the pharmaceutical industry and the Company included. The Company’s operations and financial results have already been adversely impacted by the COVID-19 pandemic in the United Kingdom, United States and the rest of the world. Enrolment of patients in the clinical trials and maintaining patients in the ongoing clinical trials were delayed or limited to lesser or greater extent as the Company’s clinical trial sites limited their onsite staff, temporarily closed or adjusted the way they worked during the COVID-19 pandemic. As a result of measures imposed by the governments in affected regions, many commercial activities, businesses and schools have been suspended as part of quarantines and other measures intended to contain this pandemic. These factors resulting from COVID-19 remain ongoing and other unforeseen pandemics could have similar or worse consequences, delaying the anticipated readouts from our clinical trials and our regulatory submissions. Additionally, certain third parties with whom we engage, including our collaborators, contract organizations, third-party manufacturers, suppliers, clinical trial sites, regulators and other third parties with whom we conduct business were often and can be similarly affected, adjusting their operations and assessing their capacity in light of the COVID-19 and other pandemics. While the extent of the impact of the current COVID-19 pandemic on the Company’s future business and financial results continues to carry uncertainty, the effect of a continued and prolonged public health crisis from further significant mutations to COVID-19 or other pandemics could have a material negative impact on the Company’s business, financial condition and operating results. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Common stock On February 18, 2020 the Company raised £22 million ($28.6 million) (£20.9 million ($27.2 million) net of transaction costs) through the issuance of 44 million common stock at a share price of 50 pence ($0.65) per share. A warrant was also issued on the basis of one share for every two common shares issued and have an exercise price of 100 pence ($1.37) per share and is exercisable for five years from the date of issuance. On July 8, 2020, the Company raised £7.7 million ($9.7 million) (£7.1 million ($9.0 million) net of transaction costs) through the issuance of 21,898,400 shares of common stock at a share price of 35 pence ($0.44) per share. Warrants On February 18, 2020, the Company issued 22 million warrants as part of the February 2020 issuance of common stock. The warrants have an exercise price of 100 pence ($1.37) per share and are immediately exercisable for five years from the date of issuance. The warrants were evaluated under ASC Topic 480, “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging” The following table summarizes the common stock warrant activity for the year ended December 31, 2020: Balance at January 1, 2020 - Issuances 22,000,000 Exercises (75,693 ) Balance at December 31, 2020 21,924,307 Options The Company has a long-term incentive plan, the 4D Pharma plc 2015 Long Term Incentive Plan (the “Plan”) which was established in 2015 and expires in 10 years. The Plan limits the number of shares issued to no more than 10% of the issued common stock. The number of shares available for issuance as of December 31, 2020 was 12,661,738. Share options are awarded to management and key staff as a mechanism for attracting and retaining key members of staff. These options vest over period of three years from the date of grant and are exercisable until the tenth anniversary of the award. Exercise of the award is subject to the employee remaining a full-time member of staff at the point of exercise and the vesting conditions being met. Vesting conditions are based on a mixture of the Company’s total shareholder return market performance, relative to an appropriate comparator group, and certain individual (non-market) performance criteria. The market performance options, which vest three years after the grant date only if the Company’s common stock achieves certain levels of total shareholder return when compared to the total shareholder return of a peer group of pharmaceutical companies quoted on the market in which the Company is listed. The individual performance options, vest three years after the grant date only if the performance measure has been completed. The reconciliation of movement in share options in the years ended December 31, 2020 and 2019 is as follows: Number of Options Weighted Average Exercise Price Non-Vested Options Weighted Average Grant date Fair Value Outstanding at December 31, 2018 1,047,332 $ 0.0033 1,017,332 $ 2.88 Granted 538,596 0.0033 538,596 1.16 Vested and exercised 0.0033 (9,686 ) 11.18 Expired/cancelled (660,340 ) 0.0033 (660,340 ) 3.01 Outstanding at December 31, 2019 925,588 0.0033 915,902 1.68 Granted 262,093 0.0033 262,093 0.96 Vested and exercised - 0.0033 (224,949 ) 1.49 Expired/cancelled (702,625 ) 0.0033 (702,625 ) 1.47 Outstanding at December 31, 2020 485,056 $ 0.0033 250,421 1.20 Options exercisable 234,635 $ 0.0033 Options vested 234,635 $ 0.0033 Options expected to vest 73,715 $ 0.0033 The weighted average remaining contractual life of options outstanding, options vested and options expected to vest at December 31, 2020 was 8.24 years, 7.04 years and 8.17 years, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The Company used the value of the Company’s common stock as valued on the AIM stock market as the fair value per common stock. The share price as of December 31, 2020, was £1.29 ($1.7626) and the aggregate intrinsic value for options outstanding, exercisable and expected to vest was $853, $413 and $375, respectively. The share price for December 31, 2019, was £1.00 ($1.3114) and the intrinsic value for options outstanding, exercisable and expected to vest was $1,211, $13 and $96, respectively. During the year ended December 31, 2020, the following events resulted in the amendment to terms of outstanding stock option awards. On July 22, 2020, in connection with an employee departure, the Company’s remuneration committee vested 21,352 performance-based stock options that otherwise would not have vested. On December 13, 2020 an employee left employment of the Company but became non-employee consultant to the Company. For the employee, the Company’s remuneration committee determined to vest 166,667 performance-based stock options and to allow 74,074 options with market conditions to continue to vest over an 18-month period. The Company calculated the change in stock-based compensation cost associated with the previously described stock option modifications pursuant to the applicable guidance in ASC 718. The change in compensation cost was determined by calculating the difference between (a) the estimated fair value of each option award immediately prior to the modifications and (b) the estimated fair value of each option award immediately after the modifications. The fair value of each option award immediately prior to and immediately after modification was estimated using the Black-Scholes option-pricing model to determine an incremental fair value, consistent with and in accordance with the Company’s existing accounting policy for stock compensation. The total additional compensation cost associated with the previously described modifications was determined to be $56, which was expensed in the year ended December 31, 2020, and $34, which will be expensed over the remaining service period for the consultant. Fair value is generally measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued. The grant-date fair value of options with a market conditions was discounted for the estimated probability utilizing various factors including stock price, volatility, the risk-free rate, and the associated market condition trigger. The following weighted-average assumptions were used to calculate the fair value of stock options granted during the periods indicated: December 13, July 22, December 31, 2020 2020 2019 Risk-free interest rate 0.09 % 0.08 % 0.57 % Expected volatility 35.74 % 40.11 % 69.62 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years) 1.56 year 0.77 years 3 years The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. Volatility is based on Company historical volatility on the AIM. The Company has never paid dividends and does not currently anticipate paying any in the foreseeable future. On July 5, 2019, the Company issued options to purchase 538,596 shares of common stock to its management and key staff at an exercise price of $0.0033. The options vest in three years based on based on market parameters and non-market performance measures and expire ten years from the date of grant. The aggregate fair value of the options granted was $626. Stock-based compensation expense for the years ended December 31, 2020 and 2019, was $331 and $340, respectively. As of December 31, 2020, total unrecognized stock-based compensation expense relating to unvested stock options was $344. This amount is expected to be recognized over a weighted-average period of 1.32 years. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 10 – REVENUE In October 2019, the Company entered into a research collaboration and option agreement with MSD (Merck Sharp & Dohme Corp.) (“the MSD Agreement”). The MSD Agreement is for the use of the Company’s MicroRx discovery platform to discover, design and develop mucosal vaccines candidates derived from selected 4D Live Biotherapeutics (“LBP”), when used in conjunction with selected antigens from MSD in up to three indications. The MSD Agreement covers the grant of a non-exclusive, non-transferable, sublicensable license under Company patent rights and know-how to perform MSD’s activities under the research program and work plan. The MSD Agreement also specifies the Company’s obligation to conduct research and development activities during the three-year research program term. A joint research committee will direct the research program and its activities are indistinguishable from the research services being provided. The non-exclusive license is considered of limited value without the Company’s development activities during the research term. As such, the license is not capable of being distinct until after successful identification of candidates, grant of an exclusive license, clinical development and regulatory approval and alone do not have standalone functionality to MSD. On analyses of market deal terms, Management determined that analyzed collectively, the option payments for exclusive licenses are at market for a development and commercialization license on a pre-clinical mucosal vaccine candidate and do not represent options that provide a material right to MSD and therefore do not give rise to a performance obligation in the contract. Under the MSD Agreement, the Company received a non-refundable, upfront payment, of $2.5 million, a $5 million equity investment, and is eligible to receive up to $347.5 million per indication in option exercise fees and in development, regulatory and sales milestone payments, ranging from low seven figures to high eight figures, plus royalties on sales of any licensed product deriving from the collaboration. Such royalty rates range from low- to high-single digit royalties. The option payments for exclusive license and achievement and timing of the milestones depend on the success of identifying candidates, development, approval and sales progress, if any, of vaccines in the future. The Company has initially estimated a total transaction price of $2.5 million, consisting of the fixed upfront payment determined to be the single bundled performance obligation consisting of the non-exclusive license, research and development services and governance activities. Upon execution of the MSD Agreement and as of December 31, 2020, variable consideration consisting of exclusive option license payments and milestone payments has been constrained and excluded from the transaction price given the significant uncertainty of achievement of the development and regulatory milestones. The Company has allocated the transaction price entirely to the single bundled performance obligation and recorded the $2.5 million initially as deferred revenue and will recognize revenue over the period the research and development services are provided using an input method as a measure of progress towards completion of the performance obligation according to actual research and development costs and labor effort incurred compared to the estimated total research and development costs and labor effort, to estimate progress toward satisfaction of the performance obligation, and will remeasure its progress towards completion of the performance obligation at the end of each reporting period. For the years ended December 31, 2020 and 2019, the Company has recognized $690 and $269, respectively, in collaboration revenues. Associated development costs and labor effort of $1,345 and $215, are included within research and development costs in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. As of December 31, 2020, the Company has $1,318 as current deferred revenues and $306 as long-term deferred revenues. |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Contingent Consideration | NOTE 11 –CONTINGENT CONSIDERATION Contingent consideration relates to the amounts due on the remaining milestones which form part of the original contingent acquisition costs for the entire issued share capital in Tucana Health Limited (now 4D Pharma Cork Limited) on February 10, 2016. The contingent consideration is based on milestones in the development of the MicroDx diagnostic platform which has been designed to diagnose, stratify and monitor the treatment of patients based on their gut microbiome, the bacteria which colonize the human gastrointestinal tract. The Company has provided for the contingent consideration on the achievement of three time-based milestones for the validation of the MicroDx platform by 4D Pharma Cork Ltd. The contingent liability was calculated upon the acquisition of 4D Pharma Cork Limited and was based on the discounted probability of the liability at that time. The probability of future milestones is re-assessed as the timepoints for the milestones are reached; these milestones are: 1) Technical validation of a diagnostic platform for IBS dysbiosis The milestone was achieved by August 23, 2017 and triggered the issue of 635,692 shares for an aggregate market value of €2.6 million ($3.06 million) (at £3.7575 ($4.8095) per 4D pharma plc share, being the average mid-market price of a 4D share for the five business days immediately preceding the date of allotment). 2) Clinical validation of the optimal IBS dysbiosis diagnostic platform based on more than 1,000 patients in a multicenter trial Whilst there are no adverse indicators relating to the clinical validation of the platform at December 31, 2019, the time-based criteria for the completion of the milestone, which required completion of this phase by August 23, 2019, was not achieved and the fair value of the contingent consideration has been adjusted by $2,094 to bring the balance at December 31, 2019 to $0. 3) Regulatory approval of a diagnostic platform for IBS dysbiosis The third milestone is also time based and linked to regulatory approval being achieved by August 23, 2020. The fair value of the contingent consideration was adjusted as of December 31, 2019 to $0, releasing $873 of the contingent consideration. There was no contingent consideration for this milestone as of December 31, 2020. Based on the patient recruitment at milestone two it was anticipated that regulatory approval would not be achieved in 2021 meaning that achieving milestone three by the required date didn’t occur; as a result the fair value was reduced to $0 as for year ended December 31, 2019. Recurring Level 3 Activity and Reconciliation The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). Current Portion Long-term Portion Total Contingent Consideration Balance, January 1, 2019 $ 2,090 $ 871 $ 2,961 Change in fair value (2,094 ) (873 ) (2,967 ) Translation differences 4 2 6 Balance, December 31, 2019 $ - $ - $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 – INCOME TAXES The Company and its subsidiaries file separate income tax returns. United States of America In 2020, the Company incorporated a subsidiary in the United States. The applicate income tax rate for this company is approximately 30%. At December 31, 2019, neither the Company nor any of its subsidiaries were incorporated in the United States and no operations are currently undertaken in the United States, therefore the Company is not is subject to a US federal corporate income tax rate. United Kingdom The Company is incorporated in the United Kingdom (UK). It also has one active subsidiary engaged in research and development activity and two dormant subsidiaries incorporated in the UK. The applicable UK statutory income tax rate for these companies is 19%. Other Jurisdictions The company also has an Irish subsidiary engaged in research and development activity, a Spanish subsidiary engaged in the production of live biotherapeutics and a subsidiary in the US operating as a service company. The applicable Irish and Spanish income tax rates for these companies in 12.5% and 25% respectively. The average standard rate for activities undertaken in all jurisdictions was 19.0% for the years ended December 31, 2020 and 2019. For the years ended December 31, 2020 and 2019 loss before income tax benefit is as follows: December 31, 2020 2019 Loss before income taxes arising in UK $ 29,938 $ 27,751 Loss before income taxes arising in Ireland 918 1,539 (Profit)/loss before income taxes arising in Spain (340 ) 1,043 (Profit) before income taxes arising in United States (8 ) - Total loss before income tax $ 30,508 $ 30,333 The provision for income taxes includes income taxes currently payable and deferred taxes resulting from net operating loss carry forwards and temporary differences between the financial statement and tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is not more likely than not that a tax benefit will be realized. The difference between the actual income tax benefit and that computed by applying average standard tax rate to pre-tax loss from continuing operations is summarized below: For the Years Ended December 31, 2020 2019 Loss before income taxes $ (30,508 ) % $ (30,333 ) % Expected tax benefit (5,797 ) (19.0 )% (5,763 ) (19.0 )% Costs included in R&D tax credit 2,255 7.4 )% 4,070 13.4 % Non-taxable income (846 ) (2.8 )% (1,299 ) (4.3 )% Foreign tax differential (248 ) (0.8 )% 69 0.2 % Change in valuation allowance 4,504 14.8 % 3,111 10.3 % Other 119 0.4 % (188 ) (0.6 )% Income tax benefit $ (13 ) 0 % $ - 0 % Years Ended December 31, 2020 2019 Current tax expense $ 2 $ - Deferred tax benefit (15 ) - Income tax benefit $ (13 ) $ - The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets and liabilities are presented below: December 31, 2020 2019 Deferred tax assets/(liabilities): Net operating tax loss carry forwards $ 17,025 $ 10,847 Property and equipment, net (179 ) (247 ) Right of use assets (90 ) (99 ) Intangible assets (1,166 ) (1,006 ) Stock-based compensation expense 319 218 Operating lease liabilities 103 102 Valuation allowance (16,030 ) (9,846 ) Net deferred tax liability $ (18 ) $ (31 ) For each of the years ended December 31, 2020 and 2019 the Company did not have unrecognized tax benefits, and therefore no interest or penalties related to unrecognized tax benefits were accrued. Management does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months. The Company mainly files income tax returns in the UK with other returns in Spain and Ireland. The Company is not subject to U.S. federal income tax examination by tax authorities. The UK tax returns for the Company’s UK subsidiaries are typically open to enquiry for up to two years after the year end though the UK tax authorities have the power to re-open closed periods in certain circumstances. As of December 31, 2020, the Company has net operating losses (NOLs) of approximately $83,852, $1,007 and $6,124 in the UK, Spain and Ireland respectively. NOLs may be carried forward indefinitely. Research and development tax credits For companies with research and development expenses, the UK government provides a notifiable state aid in the form of an enhanced research and development deduction to Corporation tax, The Company has elected to take the enhanced deduction as a cash payment rather than carry the costs as a deduction against future taxable income. The Irish government has a similar program for qualifying research and development expenses. Under the Irish program, the Company is entitled to receive a rebate up to a maximum of the employment taxes paid, which is reimbursed over a period of three years from the balance sheet date. Research and development tax credit receivables consisted of the following: December 31, 2020 2019 UK research and development tax credits $ 4,315 $ 6,565 Irish research and development tax credits 453 373 Translation differences 273 358 Total 5,041 7,296 Less: current portion (4,799 ) (7,049 ) Research and development tax credits receivable, net $ 242 $ 247 For the years ended December 31, 2020 and 2019, the Company has recorded other income of $4,457 and $6,840, respectively for the research and development tax credits. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS One of the directors of our subsidiary, Antonio Fernandez is also a director of Biomar Microbial Technologies (“Biomar”), which charged rent and building service costs to the Company of $153 and $51 for the years ended December 31, 2020 and 2019, respectively. The Company charged Biomar $41 and $35 for services as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, $4 and $54, respectively, was due from Biomar for these services. MSD purchased 7,661,000 shares of the Company’s common stock in February 2020 and currently holds 5.8% of the Company’s total outstanding common stock. The Company entered into the MSD Agreement with MSD in October 2019. See Note 10 for further information regarding this agreement. Additionally, the Company also has an ongoing trail evaluating the combination of KEYTRUDA (pembrolizumab) in combination with MRx-0518 in patients with solid tumors who progressed on prior PD-1 inhibitor therapy. Under the terms of the agreement MSD will provide KEYTRUDA free of charge to the trial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Merger with Longevity Acquisition Corporation On March 18, 2021 (the “Closing Date”), the transaction (the “Closing”) contemplated by the previously announced Merger Agreement and BVI Plan of Merger (the “Merger”), dated as of October 21, 2020 (as amended, the “Merger Agreement”), by and among Longevity Acquisition Company (“Longevity”), the Company, and Dolphin Merger Sub Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (the “Merger Sub”), and the other parties named therein, was approved by the shareholders’ of both Company and 4D Pharma and the transaction was completed on March 22, 2021. The Merger Sub is the surviving entity. As a result of the Merger, each Longevity share issued and outstanding immediately prior to the completion of the Merger was converted into the right to receive 7.5315 common shares of the Company payable in 4D Pharma American Depository Shares (“ADS”) at a rate equal to one 4D Pharma ADS for every eight shares of the Company. The Company issued no fractional shares or 4D Pharma ADSs in the Merger. Each warrant to purchase Longevity Shares and right to receive Longevity Shares that was outstanding immediately prior to the Closing was assumed by the Company and automatically converted into a warrant to purchase the Company’s common shares and a right to receive the Company’s common shares, payable in 4D Pharma ADSs, respectively. In connection with the Closing, certain holders of Longevity common shares exercised their right to redeem those shares in accordance with Longevity’s organizational documents, as amended, for cash at a price of approximately $11 per common share, for an aggregate of approximately $3,000. Accordingly, pursuant to a Backstop Agreement previously entered into between Longevity, the Company, Longevity’s sponsor (Whale Capital Management the “Sponsor”) and certain current Company shareholders and new investors (such current Company shareholders and new investors, collectively, the “Buyers”). The Buyers provided financial backing of approximately $14.7 million to Longevity immediately prior to the Closing, to cover against redemptions by Longevity Shareholders. In view of the de minimis At the Closing, the Company entered into a Lock-up Agreement with the Sponsor and certain shareholders of Company. Pursuant to the Lock-Up Agreement, each holder agreed that, subject to certain exceptions, during the period ending twelve months after the Closing, it will not (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares received as consideration in the Merger (the “Restricted Securities”), (ii) enter into any swap, short sale, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to effect any transaction specified in clause (i) or (ii), or (iv) make any demand for or exercise any right with respect to the registration of any Longevity Shares. Management of 4D Pharma has concluded the Merger is a recapitalization through an asset acquisition and not a business combination as Longevity does not meet the definition of a business pursuant to ASC 805. According to the guidance in ASC 805, the Company obtained control as: (i) it owns 100% of the issued and outstanding shares of Longevity; (ii) Longevity merged with and into a wholly-owned subsidiary of the Company, the separate existence of Longevity ceased, and the wholly-owned subsidiary of the Company will be the surviving company; and (iii) the Company’s board of directors and officers are the initial board of directors and officers of the Company following the Closing. The Company was the accounting acquirer and issued equity in exchange for the net assets of Longevity with no goodwill or intangible assets recorded in the Merger. At Closing, Longevity had approximately $14.8 million of gross cash in hand, $11.6 million net of costs and payment of liabilities, which has been transferred to the Company. NASDAQ Listing On March 22, 2021, with the completion of the Longevity transaction, the Company completed its NASDAQ Global Market listing using ADSs under the ticker ‘LBPS’. The Company’s common shares can be converted at any time to ADSs at a ratio of eight common shares for one ADS. J.P Morgan Chase bank, N.A. is acting as depositary bank for the ADSs and the Company’s common shares will continue to be admitted to trading on AIM under the ticker ‘DDDD’. Private Placement Financing On March 17, 2021, the Company announced that it had entered into securities purchase agreements with certain US and UK institutional and accredited investors raised approximately £18.0 million ($25.0 million) in gross proceeds (£16.87 million ($23.5 million) net of fees) through the sale of 16,367,332 common shares at a price of £1.10 ($1.53) per share including a late subscription from Merck Sharp & Dohme. Overdraft Facility In March 2021, the Company’s subsidiary in Spain, received a €1.0 million (£0.86 million or $1.2 million) overdraft facility supported by the Spanish government as part of its COVID-19 relief package. The overdraft is unsecured, incurs annual interest at a rate of 2.35% and is repayable in full at the end of three years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated during the consolidation process. |
Functional and Reporting Currency | (b) Functional and Reporting Currency The functional currency of the Company and its subsidiaries (other than the foreign subsidiaries mentioned below) is the Great Britain Pound Sterling (“GBP”). The operations of the two foreign subsidiaries are conducted in EUROs. Balances denominated in, or linked to, foreign currencies are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statement of operations and comprehensive loss, the exchange rates applicable to the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses. Assets and liabilities of the two subsidiaries are translated from their functional currency to GBP at the balance sheet date exchange rates. Income and expense items are translated at the average rates of exchange prevailing during the year. Translation adjustments are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income or loss. The reporting currency for the Company and its subsidiaries is the United States dollar (“USD”), and these consolidated financial statements are presented in USD. Dollar amounts included herein are in thousands, except per share data. Stockholders’ equity is translated into USD from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenses are translated at the average exchange rates prevailing during the reporting period. Adjustments resulting from translating the financial statements into USD are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. |
Use of Estimates | (c) Use of estimates The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these consolidated financial statements, the Company’s significant estimates include (1) goodwill impairment; (2) these estimated useful lives of intangible assets and property and equipment; (3) revenue recognition, in regards to the deferred revenues; (4) the inputs used in determining the fair value of equity-based awards; (5) the estimated fair value of the contingent consideration payable; and (6) valuation allowance relating to the Company’s deferred tax assets. |
JOBS Act Accounting Election | (d) JOBS Act Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards. |
Cash and Cash Equivalents and Short-Term Investments | (e) Cash and cash equivalents and short-term investments The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents are valued at cost, which approximates their fair value. Short-term investments comprise deposits with maturities of more than three months, but no greater than twelve months. The Company deposits its cash primarily in checking, money market accounts, as well as certificates of deposit. The Company does not generally enter into investments for trading or speculative purposes, rather to preserve its capital for the purpose of funding operations. The Company deposits its cash investments in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts nor does it believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2020 and 2019, the Company’s cash, cash equivalents and short-term investments were held at a number of accredited financial institutions. |
Concentrations of Credit Risks | (f) Concentrations of credit risks Concentrations of credit risk have been provided for customers and suppliers who individually represent greater than 10% of the applicable measure during the periods stated. The Company derived 100% of its revenue for the year ended December 31, 2020 from a collaboration partner. See Note 9, Revenues for additional information. The Company had two suppliers that accounted for 32% of purchases for the period ended December 31, 2020. The accounts payable balance at December 31, 2020 contained one balance which constituted 45% of the total balance outstanding at that date. The Company had two suppliers that accounted for 27% of purchases for the period ended December 31, 2019. The accounts payable balance at December 31, 2019 contained two balances which constituted 21% of the total balance outstanding at that date. |
Deferred Merger Costs | (g) Deferred Merger Costs Specific incremental legal, accounting and other fees and costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of such an offering. As of December 31, 2020, there were $2,010 of merger costs, primarily consisting of legal, accounting and printing fees, that were capitalized in assets on the consolidated balance sheet. Upon completion of the merger, these costs were charged against the gross proceeds. |
Fair Value of Financial Instruments | (h) Fair value of financial instruments The Company measures and discloses fair value in accordance with ASC 820, “ Fair Value,” Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s financial instruments primarily consist of cash and cash equivalents, trade and other payables and cash deposits with initial maturity of up to 12 months. The estimated fair values of these financial instruments approximate their carrying values as presented, due to their short maturities. We consider contingent considerations to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including contract terms. At December 31, 2020, the Company has no contingent consideration payable. At December 31, 2019, the contingent consideration payable on a business combination was measured at fair value. The method used to value this liability is a level 3 discounted expected cash flow model. The principal inputs to the model are: ● the probability of the liability occurring (2019 – 0%) ● the rate used to discount the estimated undiscounted liability (2019 – 17.5%). The fair value is most sensitive to the probability of the liability occurring, which in turn depends on the achievement of milestones as described in Note 10. The greater the probability of the milestones being achieved, the greater the fair value of the contingent liability. |
Segment Information | (i) Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is development of a disruptive class of drug – Live Biotherapeutic products (LBPs) – leveraging the profound impact of the gut microbiome on human health and disease. Long-lived assets by geography are as follows as of December 31, 2020: UK $9,383, Spain $10,615 and Ireland $6,004. Long-lived assets by geography are as follows as of December 31, 2019: UK $9,733, Spain $10,246 and Ireland $5,815. |
Property And Equipment | (j) Property and equipment Property and equipment are recorded at cost, net of accumulated depreciation and any accumulated impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment, including right-of-use assets, are as follows: ● Plant and machinery – straight line over three to ten years ● Fixtures, fitting and office equipment – straight line over four to five years ● Land and buildings – straight line over the shorter of the lease or a five to ten-year period Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation are removed from the balance sheet. Any resulting net gains or losses on dispositions of property and equipment are included as a component of operating expenses within the Company’s consolidated statements of operations and comprehensive loss. Repair and maintenance costs that do not significantly add value to the property and equipment, or prolong its life, are charged to operating expense as incurred. |
Leases | (k) Leases On January 1, 2019, the Company adopted ASC 842 using a modified retrospective approach. In addition, we elected the package of practical expedients available for existing contracts, which allowed us to carry forward our historical assessments of lease identification, lease classification, and initial direct costs. As a result of adopting ASC 842, we recognized right-of-use assets and lease liabilities of approximately $1.5 million. The Company enters into operating lease arrangements for real estate assets related to office space and finance lease arrangements for vehicles and other equipment. The Company determines if an arrangement contains a lease at its inception by assessing whether there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in exchange for consideration. Lease liabilities are included in current and long-term portions for each of financing and operating leases in our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement. The operating lease liabilities is adjusted for any unpaid lease incentives, such as tenant improvement allowances and certain other immaterial non-lease components which have been included a practical expedient. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of right-to-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of our leases is not determinable, we use an incremental borrowing rate (“IBR”) based on the information available at the lease commencement date, including consideration to the Company’s incremental borrowing rate, in determining the present value of lease payments. The Company recognizes options to extend or terminate a lease when it is reasonably certain that the Company will exercise any such options. The operating lease expense is recognized on a straight-line basis over the lease term. We also elected the post-transition practical expedient to not separate lease components from non-lease components for all existing leases, as well as a policy to not apply the recognition requirements of ASC 842 for short-term leases with an initial term of 12 months of less. |
Asset Retirement Obligations | (l) Asset Retirement Obligations An asset retirement obligation (“ARO”) represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. Our AROs are associated with leasehold improvements that, at the end of a lease, we are contractually obligated to remove in order to comply with certain lease agreements. The ARO balance, included in other liabilities, at December 31, 2020 and 2019 was $203 and $165, respectively, and will be subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. Due to the time over which these obligations could be settled and the judgment used to determine the liability, the ultimate obligation may differ from the estimate. Upon settlement, any difference between actual cost and the estimate is recognized as a gain or loss in that period. Accretion expense on the liability is recognized over the estimated productive life of the related assets and is included on the consolidated statements of operations under general and administrative expenses. For the years ended December 31, 2020 and 2019 accretion expense was $27 and $22, respectively. |
Intangible Assets | (m) Intangible assets Goodwill Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist. When evaluating goodwill for impairment, the Company may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value. Under Accounting Standards Update (“ASU”) 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Patents Acquired patents are initially recorded at cost (or if initially recognised in a business combination at fair value), assigned an estimated useful life, and amortized primarily on a straight-line basis over their estimated useful lives of up to 20 years from the date of filing the patent. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. Acquired Research and Development (Intellectual Property) Intellectual property that the Company acquired in conjunction with the acquisition of a business represents the fair value assigned to the research and development platforms and basis that discoveries will be made from. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Intellectual Property is evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of is less than carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. Software Software is recognised initially at cost. After initial recognition, these assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended. Amortization is computed by allocating the amortization amount of an asset on a systematic basis over its useful life and is applied separately to each identifiable component. Amortization is applied to software over three to five years on a straight-line basis. |
Impairment of Long-Lived Assets and Intangibles | (n) Impairment of Long-Lived Assets and Intangibles Long-lived assets, such as property and equipment, right-of-use assets and definite-lived intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the undiscounted cash flows attributable to the asset group. If the carrying amount of an asset group exceeds its undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds its fair value. |
Research And Development And Expenditures | (o) Research and development and expenditures Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with research institutions, contract research organizations, contract manufacturers and other companies. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Revenue Recognition | (p) Revenue recognition The Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration, to predict the amount of consideration to which it will be entitled for its one open contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Currently, the Company has one contract with an option to acquire exclusive licenses for identified targets for development product candidates which it evaluated and determined that it was not a material right related to the MSD Agreement, as defined in Note 10. |
Income Tax | (q) Income tax The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Share-based Payments | (r) Share-based payments Equity settled share-based payment transactions are measured with reference to the fair value of equity awards at the date of grant and recognized on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. Fair value is measured using a suitable option pricing model, which takes into account any market conditions. At each reporting date before vesting, the cumulative expense is calculated, representing both the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions. This calculation determines the number of equity instruments that will ultimately vest with the movement in cumulative expense since the previous reporting date recognized in the Company’s consolidated statements of operations and other comprehensive loss, with a corresponding entry in equity. When share-based payments have lapsed due to a failure to meet performance criteria, no expense is recognized and any previously recognized expense is reversed when the lapse occurs. Where share-based payments fail to vest as a result of market-based vesting criteria, the fair value of the award is expensed and included in the consolidated statements of operations and comprehensive loss . |
Earnings (loss) Per Share | (s) Earnings (loss) per share Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. Basic and diluted loss per common share is the same for all periods presented because all outstanding stock options and warrants are anti-dilutive. At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 21,924,307 - Common stock options 485,056 925,589 Total 22,409,363 925,589 |
Recently Adopted Accounting Pronouncements | (t) Recently adopted accounting pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement |
Recent Issued Accounting Pronouncements Not Yet Adopted | (u) Recent issued accounting pronouncements not yet adopted Accounting Standards Update (ASU 2016-13), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments – The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued Accounting Standards Update No. 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes |
Subsequent Events | (v) Subsequent Events Management has evaluated subsequent events that have occurred through the date these financial statements were issued. There were no events that require adjustment to or disclosure in the Company’s financial statements, except as disclosed. See Note 14 for further information on subsequent events. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Business Combination Measured at Fair Value | The principal inputs to the model are: ● the probability of the liability occurring (2019 – 0%) ● the rate used to discount the estimated undiscounted liability (2019 – 17.5%). |
Schedule of Estimated Useful Lives of the Assets | The useful lives of property and equipment, including right-of-use assets, are as follows: ● Plant and machinery – straight line over three to ten years ● Fixtures, fitting and office equipment – straight line over four to five years ● Land and buildings – straight line over the shorter of the lease or a five to ten-year period |
Schedule of Net Income Loss Per Share | At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 21,924,307 - Common stock options 485,056 925,589 Total 22,409,363 925,589 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepayments and Other Current Assets | Prepayments and other current assets consisted of the following: December 31, 2020 2019 Prepayments $ 2,394 $ 1,465 VAT receivables 1,263 980 Other assets – goods to be consumed in R&D activities 398 260 $ 4,055 $ 2,705 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following: December 31, 2020 2019 Cost Property and machinery $ 8,728 $ 7,852 Fixtures, fittings and office equipment 294 282 Land and buildings 1,674 1,549 Total cost 10,696 9,683 Accumulated depreciation 5,614 4,087 Total property and equipment, net $ 5,082 $ 5,596 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill: Balance at December 31, 2018 $ 12,625 Translation differences 26 Balance at December 31, 2019 12,651 Translation differences 838 Balance at December 31, 2020 $ 13,489 |
Schedule of Intangible Assets | Intangible assets, net, consisted of the following: December 31, 2020 Software Patents Intellectual Property Total Gross amount beginning of period $ 365 $ 1,418 $ 5,910 $ 7,693 Additions 19 - - 19 Translation differences 16 59 248 323 Gross amount end of period 400 1,477 6,158 8,035 Accumulated amortization (339 ) (1,393 ) - (1,732 ) Net Book value $ 61 $ 84 $ 6,158 $ 6,303 December 31, 2019 Software Patents Intellectual Property Total Gross amount beginning of period $ 428 $ 1,377 $ 5,740 $ 7,545 Additions 73 - - 73 Translation differences 4 41 170 215 Gross amount end of period 505 1,418 5,910 7,833 Disposals (140 ) (140 ) Accumulated amortization (232 ) (1,165 ) - (1,397 ) Net Book value $ 133 $ 253 $ 5,910 $ 6,296 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the next five years is: Year 2021 $ 119 2022 22 2023 2 2024 1 2025 1 Total $ 145 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Leases | December 31, December 31, 2020 2019 Assets Right of use assets $ 1,129 $ 1,251 Liabilities Current portion of operating lease liabilities 94 75 Long term operating lease liabilities, net 1,092 1,229 $ 1,186 $ 1,304 Weighted-average remaining lease term (years) 6 7 Weighted-average discount rate 13.6 % 13.6 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating leases liabilities are as follows: December 31, 2020 2021 $ 318 2022 320 2023 336 2024 339 2025 340 Thereafter 262 Total lease payments 1,915 Less: Imputed interest (729 ) $ 1,186 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liablities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Clinical trials expenses $ 231 $ 2,561 Patents and other research expenses 302 428 Payroll expenses 149 122 Building and office expenses 337 274 Professional consultants expenses 839 156 Tax expenses 305 334 Deferred grant income 82 52 Short-term finance lease 5 14 Other expenses 307 294 $ 2,557 $ 4,235 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Warrant Activity | The following table summarizes the common stock warrant activity for the year ended December 31, 2020: Balance at January 1, 2020 - Issuances 22,000,000 Exercises (75,693 ) Balance at December 31, 2020 21,924,307 |
Summary of Stock Option Activity | The reconciliation of movement in share options in the years ended December 31, 2020 and 2019 is as follows: Number of Options Weighted Average Exercise Price Non-Vested Options Weighted Average Grant date Fair Value Outstanding at December 31, 2018 1,047,332 $ 0.0033 1,017,332 $ 2.88 Granted 538,596 0.0033 538,596 1.16 Vested and exercised 0.0033 (9,686 ) 11.18 Expired/cancelled (660,340 ) 0.0033 (660,340 ) 3.01 Outstanding at December 31, 2019 925,588 0.0033 915,902 1.68 Granted 262,093 0.0033 262,093 0.96 Vested and exercised - 0.0033 (224,949 ) 1.49 Expired/cancelled (702,625 ) 0.0033 (702,625 ) 1.47 Outstanding at December 31, 2020 485,056 $ 0.0033 250,421 1.20 Options exercisable 234,635 $ 0.0033 Options vested 234,635 $ 0.0033 Options expected to vest 73,715 $ 0.0033 |
Schedule of Weighted-average Assumptions Used in Black-scholes Valuation Method | The following weighted-average assumptions were used to calculate the fair value of stock options granted during the periods indicated: December 13, July 22, December 31, 2020 2020 2019 Risk-free interest rate 0.09 % 0.08 % 0.57 % Expected volatility 35.74 % 40.11 % 69.62 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years) 1.56 year 0.77 years 3 years |
Contingent Consideration (Table
Contingent Consideration (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Contingent Consideration | The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). Current Portion Long-term Portion Total Contingent Consideration Balance, January 1, 2019 $ 2,090 $ 871 $ 2,961 Change in fair value (2,094 ) (873 ) (2,967 ) Translation differences 4 2 6 Balance, December 31, 2019 $ - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Tax Benefit | For the years ended December 31, 2020 and 2019 loss before income tax benefit is as follows: December 31, 2020 2019 Loss before income taxes arising in UK $ 29,938 $ 27,751 Loss before income taxes arising in Ireland 918 1,539 (Profit)/loss before income taxes arising in Spain (340 ) 1,043 (Profit) before income taxes arising in United States (8 ) - Total loss before income tax $ 30,508 $ 30,333 |
Schedule of Effective Tax Rates Reconciliation | The difference between the actual income tax benefit and that computed by applying average standard tax rate to pre-tax loss from continuing operations is summarized below: For the Years Ended December 31, 2020 2019 Loss before income taxes $ (30,508 ) % $ (30,333 ) % Expected tax benefit (5,797 ) (19.0 )% (5,763 ) (19.0 )% Costs included in R&D tax credit 2,255 7.4 )% 4,070 13.4 % Non-taxable income (846 ) (2.8 )% (1,299 ) (4.3 )% Foreign tax differential (248 ) (0.8 )% 69 0.2 % Change in valuation allowance 4,504 14.8 % 3,111 10.3 % Other 119 0.4 % (188 ) (0.6 )% Income tax benefit $ (13 ) 0 % $ - 0 % |
Schedule of Income Tax Benefit | Years Ended December 31, 2020 2019 Current tax expense $ 2 $ - Deferred tax benefit (15 ) - Income tax benefit $ (13 ) $ - |
Schedule of Deferred Tax Liability | The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets and liabilities are presented below: December 31, 2020 2019 Deferred tax assets/(liabilities): Net operating tax loss carry forwards $ 17,025 $ 10,847 Property and equipment, net (179 ) (247 ) Right of use assets (90 ) (99 ) Intangible assets (1,166 ) (1,006 ) Stock-based compensation expense 319 218 Operating lease liabilities 103 102 Valuation allowance (16,030 ) (9,846 ) Net deferred tax liability $ (18 ) $ (31 ) |
Schedule of Research and Development Tax Credits | . Research and development tax credit receivables consisted of the following: December 31, 2020 2019 UK research and development tax credits $ 4,315 $ 6,565 Irish research and development tax credits 453 373 Translation differences 273 358 Total 5,041 7,296 Less: current portion (4,799 ) (7,049 ) Research and development tax credits receivable, net $ 242 $ 247 |
Nature of the Business (Details
Nature of the Business (Details Narrative) £ / shares in Units, $ / shares in Units, £ in Thousands, $ in Thousands | Mar. 22, 2021USD ($)$ / sharesshares | Mar. 22, 2021GBP (£)shares | Jul. 08, 2020USD ($)shares | Jul. 08, 2020GBP (£)£ / sharesshares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Mar. 22, 2021£ / shares | Jul. 09, 2020$ / shares | Feb. 18, 2020£ / shares |
Shares issued per share | $ / shares | $ 0.65 | $ 0.44 | |||||||||
Value of common shares | $ 33,014 | ||||||||||
Proceeds from issuance of common stock | $ 9,700 | $ 28,600 | 33,014 | ||||||||
Number of common stock issued | shares | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | |||||||
Net loss | 30,495 | 30,333 | |||||||||
Cash used in operations | (27,270) | (28,683) | |||||||||
Accumulated deficit | 148,235 | 117,740 | |||||||||
Cash and cash equivalents | 11,990 | $ 5,031 | |||||||||
GBP [Member] | |||||||||||
Shares issued per share | £ / shares | £ 35 | £ 50 | |||||||||
Proceeds from issuance of common stock | £ | £ 7,700 | £ 22,000 | |||||||||
Longevity Acquisition Corporation [Member] | |||||||||||
Value of common shares | $ 11,600 | ||||||||||
Longevity Acquisition Corporation [Member] | Subsequent Event [Member] | |||||||||||
Shares issued per share | $ / shares | $ 1.53 | ||||||||||
Percentage of outstanding ordinary shares | 13.10% | 13.10% | |||||||||
Proceeds from issuance of common stock | $ 25,030 | ||||||||||
Number of common stock issued | shares | 16,367,332 | 16,367,332 | |||||||||
Longevity Acquisition Corporation [Member] | Subsequent Event [Member] | Directors [Member] | |||||||||||
Shares issued per share | $ / shares | $ 1.53 | ||||||||||
Longevity Acquisition Corporation [Member] | Subsequent Event [Member] | GBP [Member] | |||||||||||
Shares issued per share | £ / shares | £ 1.10 | ||||||||||
Proceeds from issuance of common stock | £ | £ 18,010 | ||||||||||
Longevity Acquisition Corporation [Member] | Subsequent Event [Member] | GBP [Member] | Directors [Member] | |||||||||||
Shares issued per share | £ / shares | £ 1.10 | ||||||||||
American Depositary Shares [Member] | |||||||||||
Shares issued per share | $ / shares | $ 7.5315 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Concentrations of credit risk, description | Concentrations of credit risk have been provided for customers and suppliers who individually represent greater than 10% of the applicable measure during the periods stated. | ||
Concentration risk, percentage | 100.00% | ||
Merger costs | $ 2,010 | ||
Right-of-use assets | 1,129 | $ 1,251 | $ 1,500 |
Lease liabilities | 1,186 | 1,186 | $ 1,500 |
Asset retirement obligation, accretion expense | 27 | 22 | |
Other Liabilities [Member] | |||
Asset retirement obligations | 203 | 165 | |
United Kingdom [Member] | |||
Long-lived assets | 9,383 | 9,733 | |
SPAIN [Member] | |||
Long-lived assets | 10,615 | 10,246 | |
Ireland [Member] | |||
Long-lived assets | $ 6,004 | $ 5,815 | |
Two Supplier [Member] | |||
Concentration risk, percentage | 32.00% | 27.00% | |
Two Supplier [Member] | Accounts Payable [Member] | |||
Concentration risk, percentage | 45.00% | 21.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Business Combination Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - Valuation Technique Cash Flow [Member] | Dec. 31, 2019 |
Measurement Input, Comparability Adjustment [Member] | |
Percentage of fair value liability | 0 |
Measurement Input, Discount Rate [Member] | |
Percentage of fair value liability | 17.5 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Plant and Machinery [Member] | Minimum [Member] | |
Property plant and equipment, useful life | 3 years |
Plant and Machinery [Member] | Maximum [Member] | |
Property plant and equipment, useful life | 10 years |
Fixtures, Fitting and Office Equipment [Member] | Minimum [Member] | |
Property plant and equipment, useful life | 4 years |
Fixtures, Fitting and Office Equipment [Member] | Maximum [Member] | |
Property plant and equipment, useful life | 5 years |
Land and Buildings [Member] | Minimum [Member] | |
Property plant and equipment, useful life | 5 years |
Land and Buildings [Member] | Maximum [Member] | |
Property plant and equipment, useful life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Net Income Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total | 22,409,363 | 925,589 |
Warrants [Member] | ||
Total | 21,924,307 | |
Common Stock Options [Member] | ||
Total | 485,056 | 925,589 |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepayments | $ 2,394 | $ 1,465 |
VAT receivables | 1,263 | 980 |
Other assets - goods to be consumed in R&D activities | 398 | 260 |
Prepayments and other current assets | $ 4,055 | $ 2,705 |
Property and Equipment (Details
Property and Equipment (Details Narratives) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and related amortization expense | $ 1,111 | $ 1,183 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total cost | $ 10,696 | $ 9,683 |
Accumulated depreciation | 5,614 | 4,087 |
Property, plant and equipment, net | 5,082 | 5,596 |
Property and Machinery [Member] | ||
Total cost | 8,728 | 7,852 |
Fixtures, Fittings and Office Equipment [Member] | ||
Total cost | 294 | 282 |
Land and Buildings [Member] | ||
Total cost | $ 1,674 | $ 1,549 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 276 | $ 262 | |
Goodwill | 13,489 | $ 12,651 | $ 12,625 |
Intellectual Property [Member] | |||
Goodwill | 6,100 | ||
Patent [Member] | |||
Goodwill | $ 1,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance | $ 12,651 | $ 12,625 |
Translation differences | 838 | 26 |
Balance | $ 13,489 | $ 12,651 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gross amount beginning of period | $ 7,833 | $ 7,545 |
Additions | 19 | 73 |
Translation differences | 323 | 215 |
Gross amount end of period | 8,035 | 7,833 |
Disposal | (140) | |
Accumulated amortization | (1,732) | (1,397) |
Net Book value | 6,303 | 6,296 |
Intellectual Property [Member] | ||
Gross amount beginning of period | 5,910 | 5,740 |
Additions | ||
Translation differences | 248 | 170 |
Gross amount end of period | 6,158 | 5,910 |
Accumulated amortization | ||
Net Book value | 6,158 | 5,910 |
Software Asset [Member] | ||
Gross amount beginning of period | 365 | 428 |
Additions | 19 | 73 |
Translation differences | 16 | 4 |
Gross amount end of period | 400 | 365 |
Disposal | (140) | |
Accumulated amortization | (339) | (232) |
Net Book value | 61 | 133 |
Patent [Member] | ||
Gross amount beginning of period | 1,418 | 1,377 |
Additions | ||
Translation differences | 59 | 41 |
Gross amount end of period | 1,477 | 1,418 |
Accumulated amortization | (1,393) | (1,165) |
Net Book value | $ 84 | $ 253 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 119 | |
2022 | 22 | |
2023 | 2 | |
2024 | 1 | |
2025 | 1 | |
Total | $ 6,303 | $ 6,296 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease cost | $ 311 | $ 307 |
Measurement of operating lease liabilities | 301 | 262 |
Short term lease cost | 174 | 199 |
Short term lease payments | 155 | 169 |
Other Liabilities [Member] | UNITED KINGDOM [Member] | ||
Asset retirement obligation | 165 | 136 |
Other Liabilities [Member] | SPAIN [Member] | ||
Asset retirement obligation | $ 38 | $ 29 |
Leases - Schedule of Leases (De
Leases - Schedule of Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
Right of use assets | $ 1,129 | $ 1,251 | $ 1,500 |
Current portion of operating lease liabilities | 94 | 75 | |
Long term operating lease liabilities, net | 1,092 | 1,229 | |
Operating lease liability | $ 1,186 | $ 1,186 | $ 1,500 |
Weighted-average remaining lease term (years) | 6 years | 7 years | |
Weighted-average discount rate | 13.60% | 13.60% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
2021 | $ 318 | ||
2022 | 320 | ||
2023 | 336 | ||
2024 | 339 | ||
2025 | 340 | ||
Thereafter | 262 | ||
Total lease payments | 1,915 | ||
Less: Imputed interest | (729) | ||
Operating lease liability | $ 1,186 | $ 1,186 | $ 1,500 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liablities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Clinical trials expenses | $ 231 | $ 2,561 |
Patents and other research expenses | 302 | 428 |
Payroll expenses | 149 | 122 |
Building and office expenses | 337 | 274 |
Professional consultants expenses | 839 | 156 |
Tax expenses | 305 | 334 |
Deferred grant income | 82 | 52 |
Short-term finance lease | 5 | 14 |
Other expenses | 307 | 294 |
Accrued expenses and other current liabilities | $ 2,557 | $ 4,235 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) £ / shares in Units, $ / shares in Units, £ in Thousands, $ in Thousands | Jul. 22, 2020shares | Jul. 08, 2020USD ($)shares | Jul. 08, 2020GBP (£)£ / sharesshares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Jul. 05, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)£ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)£ / shares | Jul. 09, 2020$ / shares | Feb. 18, 2020£ / shares |
Proceeds from issuance of common stock | $ 9,700 | $ 28,600 | $ 33,014 | |||||||||
Payments of stock issuance costs | $ 9,000 | $ 27,200 | ||||||||||
Number of common stock issued | shares | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | ||||||||
Shares issued per share | $ / shares | $ 0.65 | $ 0.44 | ||||||||||
Warrants issuance, description | A warrant was also issued on the basis of one share for every two common shares issued | A warrant was also issued on the basis of one share for every two common shares issued | ||||||||||
Warrants exercise price | $ / shares | $ 1.37 | |||||||||||
Warrants, term | 5 years | |||||||||||
Proceeds from issuance of warrants | $ 3,270 | |||||||||||
Share price of option | $ / shares | $ 0.96 | $ 1.16 | ||||||||||
Number of shares vested | shares | 224,949 | 9,686 | ||||||||||
Stock based compensation expense | $ 331 | $ 340 | ||||||||||
Unrecognized stock-based compensation expense | $ 344 | $ 344 | ||||||||||
Stock based compensation recognition, period | 1 year 4 months 20 days | |||||||||||
GBP [Member] | ||||||||||||
Proceeds from issuance of common stock | £ | £ 7,700 | £ 22,000 | ||||||||||
Payments of stock issuance costs | £ | £ 7,100 | £ 20,900 | ||||||||||
Shares issued per share | £ / shares | £ 35 | £ 50 | ||||||||||
Warrants exercise price | £ / shares | 100 | |||||||||||
2015 Long Term Incentive Plan [Member] | ||||||||||||
Percentage of common shares issued | 10.00% | |||||||||||
Intrinsic value | $ 853 | $ 853 | $ 1,211 | $ 1,211 | ||||||||
Stock option plan expiration period | 5 years | |||||||||||
Number of shares available for issuance | shares | 538,596 | 12,661,738 | 12,661,738 | |||||||||
Options vesting period | 3 years | 3 years | ||||||||||
Vesting description | The options vest in three years based on based on market parameters and non-market performance measures and expire ten years from the date of grant. | |||||||||||
Weighted average remaining contractual life, options outstanding | 8 years 2 months 27 days | |||||||||||
Weighted average remaining contractual life, options vested | 7 years 15 days | |||||||||||
Weighted average remaining contractual life, options expected to vest | 8 years 2 months 1 day | |||||||||||
Share price of option | $ / shares | $ 0.0033 | $ 1.7626 | $ 1.3114 | |||||||||
Intrinsic value, options exercisable | $ 413 | $ 413 | $ 13 | 13 | ||||||||
Intrinsic value, options expected to vest | 375 | $ 375 | 96 | $ 96 | ||||||||
Stock based compensation expense | $ 56 | $ 34 | ||||||||||
Fair value of options granted | $ 626 | |||||||||||
2015 Long Term Incentive Plan [Member] | GBP [Member] | ||||||||||||
Share price of option | £ / shares | $ 1.29 | $ 1 | ||||||||||
2015 Long Term Incentive Plan [Member] | Performance-based Stock Options [Member] | ||||||||||||
Number of shares vested | shares | 21,352 | 166,667 | ||||||||||
2015 Long Term Incentive Plan [Member] | Common Stock Options [Member] | ||||||||||||
Vesting description | vest over an 18-month period | |||||||||||
Number of shares vested | shares | 74,074 | |||||||||||
Warrants [Member] | ||||||||||||
Warrants exercise price | $ / shares | $ 1.37 | |||||||||||
Number of warrants issued | shares | 22,000,000 | |||||||||||
Proceeds from issuance of warrants | $ 3,270 | |||||||||||
Intrinsic value | $ 8,688 | |||||||||||
Warrants [Member] | GBP [Member] | ||||||||||||
Warrants exercise price | £ / shares | £ 100 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Stockholders' Equity Note [Abstract] | |
Beginning balance | |
Issuances | 22,000,000 |
Exercises | (75,693) |
Ending balance | 21,924,307 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Number of Options, Beginning balance | 925,588 | 1,047,332 |
Number of Options, Granted | 262,093 | 538,596 |
Number of Options, Vested and exercised | ||
Number of Options, Expired/cancelled | (702,625) | (660,340) |
Number of Options, Ending balance | 485,056 | 925,588 |
Number of Options, Options exercisable | 234,635 | |
Number of Options, Options vested | 234,635 | |
Number of Options, Options expected to vest | 73,715 | |
Weighted Average Exercise Price, Beginning balance | $ 0.0033 | $ 0.0033 |
Weighted Average Exercise Price, Granted | 0.0033 | 0.0033 |
Weighted Average Exercise Price, Vested and exercised | 0.0033 | 0.0033 |
Weighted Average Exercise Price, Expired/cancelled | 0.0033 | 0.0033 |
Weighted Average Exercise Price, Ending balance | 0.0033 | $ 0.0033 |
Weighted Average Exercise Price, Options exercisable | 0.0033 | |
Weighted Average Exercise Price, Options vested | 0.0033 | |
Weighted Average Exercise Price, Options expected to vest | $ 0.0033 | |
Non-Vested Options, Beginning balance | 915,902 | 1,017,332 |
Non-Vested Options, Granted | 262,093 | 538,596 |
Non-Vested Options, Vested and exercised | (224,949) | (9,686) |
Non-Vested Options, Expired/cancelled | (702,625) | (660,340) |
Non-Vested Options, Ending balance | 250,421 | 915,902 |
Weighted Average Grant date Fair Value, Beginning balance | $ 1.68 | $ 2.88 |
Weighted Average Grant date Fair Value, Granted | 0.96 | 1.16 |
Weighted Average Grant date Fair Value, Vested and exercised | 1.49 | 11.18 |
Weighted Average Grant date Fair Value, Expired/cancelled | 1.47 | 3.01 |
Weighted Average Grant date Fair Value, Ending balance | $ 1.2 | $ 1.68 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Weighted-average Assumptions Used in Black-scholes Valuation Method (Details) | Dec. 13, 2020 | Jul. 22, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | |||
Risk-free interest rate | 0.09% | 0.08% | 0.57% |
Expected volatility | 35.74% | 40.11% | 69.62% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 1 year 6 months 21 days | 9 months 7 days | 3 years |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred revenue net of current portions | $ 2,500 | ||
Revenue recognized | 690 | $ 269 | |
Research and development costs | 1,345 | 215 | |
Deferred revenues, current | 1,318 | 538 | |
Deferred revenues, non current | $ 306 | $ 1,720 | |
MSD Agreement [Member] | |||
Non-refundable upfront income | $ 2,500 | ||
Equity investment | 5,000 | ||
Total transaction price | 2,500 | ||
MSD Agreement [Member] | Maximum [Member] | |||
Option exercise incurred | $ 347,500 |
Contingent Consideration (Detai
Contingent Consideration (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | Aug. 23, 2020USD ($) | Aug. 23, 2017USD ($)$ / sharesshares | Aug. 23, 2017EUR (€)shares | Dec. 31, 2019USD ($) | Aug. 23, 2017£ / shares |
Technical Validation [Member] | |||||
Aggregate on shares | shares | 635,692 | 635,692 | |||
Aggregate on value | $ 3,060 | ||||
Share issued price per share | $ / shares | $ 4.8095 | ||||
Technical Validation [Member] | Euro [Member] | |||||
Aggregate on value | € | € 2,600 | ||||
Technical Validation [Member] | GBP [Member] | |||||
Share issued price per share | £ / shares | £ 3.7575 | ||||
Clinical Validation [Member] | |||||
Contingent consideration | $ 2,094 | ||||
Business combination, step acquisition, equity interest | $ 873 | ||||
Regulatory Approval [Member] | |||||
Business combination, acquisition related costs | $ 0 |
Contingent Consideration - Sche
Contingent Consideration - Schedule of Contingent Consideration (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Beginning, balance | $ 2,961 |
Change in fair value | (2,967) |
Translation differences | 6 |
Ending, balance | |
Current Portion [Member] | Fair Value, Inputs, Level 3 [Member] | |
Beginning, balance | 2,090 |
Change in fair value | (2,094) |
Translation differences | 4 |
Ending, balance | |
LongTerm Portion [Member] | Fair Value, Inputs, Level 3 [Member] | |
Beginning, balance | 871 |
Change in fair value | (873) |
Translation differences | 2 |
Ending, balance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax rate | 0.00% | 0.00% |
Research and Development Tax Credits [Member] | ||
Other Income | $ 4,457 | $ 6,840 |
United States of America [Member] | ||
Income tax rate | 30.00% | |
United Kingdom [Member] | ||
Income tax rate | 19.00% | |
Net operating loss | $ 83,852 | |
Other Jurisdictions [Member] | ||
Income tax rate | 19.00% | 19.00% |
Other Jurisdictions [Member] | Minimum [Member] | ||
Income tax rate | 12.50% | |
Other Jurisdictions [Member] | Maximum [Member] | ||
Income tax rate | 25.00% | |
SPAIN [Member] | ||
Net operating loss | $ 1,007 | |
Ireland [Member] | ||
Net operating loss | $ 6,124 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total loss before income tax | $ 30,508 | $ 30,333 |
United Kingdom [Member] | ||
Total loss before income tax | 29,938 | 27,751 |
Ireland [Member] | ||
Total loss before income tax | 918 | 1,539 |
SPAIN [Member] | ||
Total loss before income tax | (340) | 1,043 |
United States of America [Member] | ||
Total loss before income tax | $ (8) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rates Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (30,508) | $ (30,333) |
Expected tax benefit | (5,797) | (5,763) |
Costs included in R&D tax credit | 2,255 | 4,070 |
Non-taxable income | (846) | (1,299) |
Foreign tax differential | (248) | 69 |
Change in valuation allowance | 4,504 | 3,111 |
Other | 119 | (188) |
Income tax benefit | $ (13) | |
Loss before income taxes | 0.00% | 0.00% |
Expected tax benefit | (19.00%) | (19.00%) |
Costs included in R&D tax credit | 7.40% | 13.40% |
Non-taxable income | (2.80%) | (4.30%) |
Foreign tax differential | (0.80%) | 0.20% |
Change in valuation allowance | 14.80% | 10.30% |
Other | 0.40% | (0.60%) |
Income tax benefit | 0.00% | 0.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current tax expense | $ 2 | |
Deferred tax benefit | (15) | |
Income tax benefit | $ (13) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating tax loss carry forwards | $ 17,025 | $ 10,847 |
Property and equipment, net | (179) | (247) |
Right of use assets | (90) | (99) |
Intangible assets | (1,166) | (1,006) |
Stock-based compensation expense | 319 | 218 |
Operating lease liabilities | 103 | 102 |
Valuation allowance | (16,030) | (9,846) |
Net deferred tax liability | $ (18) | $ (31) |
Income Taxes - Schedule of Rese
Income Taxes - Schedule of Research and Development Tax Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Translation differences | $ 273 | $ 358 |
Total Research and development tax credit | 5,041 | 7,296 |
Research and development tax credits receivable | (4,799) | (7,049) |
Research and development tax credits receivable | 242 | 247 |
UK Research and Development Tax Credits [Member] | ||
Research and development tax credit | 4,315 | 6,565 |
Irish [Member] | ||
Research and development tax credit | $ 453 | $ 373 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Jul. 08, 2020 | Feb. 18, 2020 | Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares purchased | 21,898,400 | 44,000,000 | |||
Biomar Microbial Technologies [Member] | |||||
Service charge | $ 41 | $ 35 | |||
Due from related party | 4 | 54 | |||
Antonio Fernandez [Member] | Biomar Microbial Technologies [Member] | |||||
Rent and building service costs | $ 153 | $ 51 | |||
Merck Sharp & Dohme Corp [Member] | |||||
Number of shares purchased | 7,661,000 | ||||
Ownership percentage | 5.80% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) £ / shares in Units, $ / shares in Units, £ in Thousands, $ in Thousands | Mar. 18, 2021USD ($)$ / sharesshares | Mar. 17, 2021USD ($)$ / sharesshares | Mar. 17, 2021GBP (£)shares | Jul. 08, 2020USD ($)shares | Jul. 08, 2020GBP (£)£ / sharesshares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 17, 2021£ / shares | Jul. 09, 2020$ / shares | Feb. 18, 2020£ / shares |
Shares issued price per share | $ / shares | $ 0.65 | $ 0.44 | |||||||||||
Proceeds from issuance of stock | $ 9,700 | $ 28,600 | $ 33,014 | ||||||||||
Number of common stock issued | shares | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | |||||||||
GBP [Member] | |||||||||||||
Shares issued price per share | £ / shares | £ 35 | £ 50 | |||||||||||
Proceeds from issuance of stock | £ | £ 7,700 | £ 22,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Overdraft facility | $ 1,100 | ||||||||||||
Debt interest rate | 2.35% | ||||||||||||
Debt term | 3 years | ||||||||||||
Subsequent Event [Member] | GBP [Member] | |||||||||||||
Overdraft facility | $ 86 | ||||||||||||
Subsequent Event [Member] | EUR [Member] | |||||||||||||
Overdraft facility | $ 1,000 | ||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 7.5315 | ||||||||||||
Stock conversion description | Each Longevity share issued and outstanding immediately prior to the completion of the Merger was converted into the right to receive 7.5315 common shares of the Company payable in 4D Pharma American Depository Shares ("ADS") at a rate equal to one 4D Pharma ADS for every eight shares of the Company. | ||||||||||||
Redemption per share | $ / shares | $ 11 | ||||||||||||
Number of stock redeemed, value | $ 3 | ||||||||||||
Ownership percentage | 100.00% | ||||||||||||
Cash in hand | $ 14,800 | ||||||||||||
Cash in hand net of costs and payment of liabilities | $ 11,600 | ||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Bank [Member] | |||||||||||||
Number of stock issued | shares | 2,750,000 | ||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Shareholders and Buyers [Member] | |||||||||||||
Number of stock issued | shares | 28,298,192 | ||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Shareholders and Buyers [Member] | Warant [Member] | |||||||||||||
Number of stock issued | shares | 16,268,040 | ||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | |||||||||||||
Financial backing | $ 14,700 | ||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Buyers [Member] | |||||||||||||
Number of stock issued | shares | 700,000 | ||||||||||||
Stock issuance, description | The consideration paid to the Buyers pursuant to the Backstop Agreements consisted of 700,000 newly issued Ordinary Longevity Shares, the transfer by Longevity's sponsor of 200,000 outstanding Longevity Shares, the grant of an option to acquire up to an additional 400,000 outstanding Longevity Shares from the Sponsor , and the Company's commitment to grant to the Buyers, following the closing of the Merger, warrants to acquire up to 1,000,000 Longevity shares (equivalent to 7,530,000 common shares of the Company) for 0.25 pence ($0.35) per common share. | ||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | |||||||||||||
Number of stock issued | shares | 200,000 | ||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | Warant [Member] | |||||||||||||
Number of stock issued | shares | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | Stock Option [Member] | |||||||||||||
Number of stock issued | shares | 400,000 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Accredited Investors [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 1.53 | ||||||||||||
Proceeds from issuance of stock | $ 25,030 | ||||||||||||
Net proceeds from private placement | $ 23,450 | ||||||||||||
Number of common stock issued | shares | 16,367,332 | 16,367,332 | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Accredited Investors [Member] | GBP [Member] | |||||||||||||
Shares issued price per share | £ / shares | £ 1.10 | ||||||||||||
Proceeds from issuance of stock | £ | £ 18,010 | ||||||||||||
Net proceeds from private placement | £ | £ 16,870 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Chief Executive Officer and Chief Science Officer [Member] | |||||||||||||
Proceeds from issuance of stock | $ 2,000 |