Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | 4D pharma plc |
Entity Central Index Key | 0001830162 |
Entity Address, Address Line One | 5th Floor |
Entity Address, Address Line Two | 9 Bond Court |
Entity Address, City or Town | Leeds |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | LS1 2JZ |
City Area Code | 44 |
Local Phone Number | 113 895 0130 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 28,632 | $ 11,990 | $ 5,031 |
Research and development tax credits receivable | 6,948 | 4,799 | 7,049 |
Prepayments and other current assets | 5,418 | 4,055 | 2,705 |
Total current assets | 40,998 | 20,844 | 14,785 |
Property and equipment, net | 4,533 | 5,082 | 5,596 |
Right-of-use assets (operating leases) | 1,026 | 1,129 | 1,251 |
Intangible assets, net | 6,264 | 6,303 | 6,296 |
Goodwill | 13,389 | 13,489 | 12,651 |
Deferred recapitalization costs | 2,010 | ||
Research and development tax credits receivable, net | 248 | 242 | 247 |
Total assets | 66,458 | 49,099 | 40,826 |
Current liabilities: | |||
Accounts payable | 2,544 | 4,540 | 1,641 |
Accrued expenses and other current liabilities | 5,740 | 2,557 | 4,235 |
Current portion of operating lease liabilities | 102 | 94 | 75 |
Current portion of deferred revenues | 1,141 | 1,318 | 538 |
Total current liabilities | 9,527 | 8,509 | 6,489 |
Operating lease liabilities, net of current portion | 983 | 1,092 | 1,229 |
Deferred revenues, net of current portion | 180 | 306 | 1,720 |
Deferred tax | 17 | 18 | 31 |
Warrant liability | 10,109 | ||
Other liabilities | 221 | 203 | 170 |
Total liabilities | 21,037 | 10,128 | 9,639 |
Commitments and Contingencies (Note 10) | |||
Stockholders’ equity: | |||
Common Stock, $0.003 par value, 318,791,438 authorized; 180,300,967 and 131,467,935 shares outstanding at June 30, 2021 and December 31, 2020, respectively | 646 | 479 | 266 |
Additional paid in capital | 235,638 | 210,876 | 174,376 |
Accumulated other comprehensive loss | (23,499) | (24,149) | (25,715) |
Accumulated deficit | (167,364) | (148,235) | (117,740) |
Total stockholders’ equity | 45,421 | 38,971 | 31,187 |
Total liabilities and stockholders’ equity | $ 66,458 | $ 49,099 | $ 40,826 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.003 | $ 0.003 | $ 0.003 |
Common stock, shares authorized | 318,791,438 | 167,991,442 | 167,991,442 |
Common Stock, Shares, Outstanding | 180,300,967 | 131,467,935 | 65,493,842 |
Consolidated Statements of Oper
Consolidated Statements of Operations And Comprehensive Loss - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||||
Revenues | $ 321 | $ 239 | $ 690 | $ 269 | |
Operating expenses: | |||||
Research and development | 11,131 | 13,493 | 23,384 | 29,193 | 27,830 |
General and administrative expenses | 7,438 | 5,509 | 13,015 | 10,380 | 11,294 |
Foreign currency losses (gains) | 660 | (1,491) | 699 | (957) | 234 |
Total operating expenses | 19,229 | 17,511 | 35,700 | 40,530 | 38,890 |
Loss from operations | (18,908) | (17,272) | (35,010) | (40,261) | (38,890) |
Other income (expense), net: | |||||
Interest income | 3 | 6 | 6 | 78 | 379 |
Interest expense | (1) | (1) | (3) | ||
Other income | 2,162 | 2,502 | 4,496 | 6,883 | 6,378 |
Loss on issuance of securities in recapitalization transaction | (6,905) | ||||
Change in fair value of warrant liability | 4,531 | 2,967 | (465) | ||
Total other income, net | (210) | 2,507 | 4,502 | 9,928 | 6,289 |
Net loss before income taxes | (19,118) | (14,765) | (30,508) | (30,333) | (32,601) |
Income tax | (11) | 13 | |||
Net loss | (19,129) | (14,765) | (30,495) | (30,333) | (32,601) |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustment | 650 | (2,081) | 1,566 | 1,113 | (3,995) |
Comprehensive loss | $ (18,479) | $ (16,846) | $ (28,929) | $ (29,220) | $ (36,596) |
Net loss per common share, basic and diluted | $ (0.12) | $ (0.15) | $ (0.27) | $ (0.46) | $ (0.50) |
Weighted-average number of common shares used in computing basic and diluted net loss per common share | 158,566,442 | 97,647,688 | 114,149,743,000 | 65,493,842,000 | 65,493,842,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2017 | $ 266 | $ 173,673 | $ (22,833) | $ (54,086) | $ 96,300 |
Balance, shares at Dec. 31, 2017 | 65,493,842 | ||||
Other comprehensive income | (3,995) | (3,995) | |||
Net loss | (32,601) | (32,601) | |||
Share-based compensation | 363 | 363 | |||
Ending balance, value at Dec. 31, 2018 | $ 266 | 174,036 | (26,828) | (87,407) | $ 60,067 |
Balance, shares at Dec. 31, 2018 | 65,493,842 | ||||
Options exercised, shares | |||||
Other comprehensive income | 1,113 | $ 1,113 | |||
Net loss | (30,333) | (30,333) | |||
Share-based compensation | 340 | 340 | |||
Ending balance, value 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 | $ 139 | 22,990 | 23,129 | ||
Issuance of common stock, net, shares | 44,000,000 | ||||
Issuance of warrants | 3,270 | 3,270 | |||
Currency translation adjustment | (2,081) | (2,081) | |||
Net loss | (14,765) | (14,765) | |||
Share-based compensation | 139 | 139 | |||
Ending balance, value at Jun. 30, 2020 | $ 405 | 200,775 | (27,796) | (132,505) | 40,879 |
Balance, shares at Jun. 30, 2020 | 109,493,842 | ||||
Beginning balance, value 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, net, shares | 65,898,400,000 | ||||
Issuance of warrants | 3,270 | 3,270 | |||
Warrants exercised | 98 | $ 98 | |||
Warrants exercised, shares | 75,693,000 | ||||
Options exercised, shares | |||||
Other comprehensive income | 1,566 | $ 1,566 | |||
Net loss | (30,495) | (30,495) | |||
Share-based compensation | 331 | 331 | |||
Ending balance, value at Dec. 31, 2020 | $ 479 | 210,876 | (24,149) | (148,235) | 38,971 |
Balance, shares at Dec. 31, 2020 | 131,467,935 | ||||
Common stock issued in recapitalization transaction | $ 106 | (106) | |||
Common stock issued in recapitalization transaction, shares | 31,048,192 | ||||
Issuance of common stock, net | $ 61 | 24,739 | 24,800 | ||
Issuance of common stock, net, shares | 17,685,012 | ||||
Warrants exercised | 44 | 44 | |||
Warrants exercised, shares | 31,859 | ||||
Options exercised | |||||
Options exercised, shares | 67,969 | ||||
Currency translation adjustment | 650 | 650 | |||
Net loss | (19,129) | (19,129) | |||
Share-based compensation | 85 | 85 | |||
Ending balance, value at Jun. 30, 2021 | $ 646 | $ 235,638 | $ (23,499) | $ (167,364) | $ 45,421 |
Balance, shares at Jun. 30, 2021 | 180,300,967 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands, £ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (19,129) | $ (14,765) | $ (30,495) | $ (30,333) | $ (32,601) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 727 | 784 | 1,572 | 1,644 | 1,614 |
Stock based compensation | 85 | 139 | 331 | 340 | 363 |
Loss on issuance of securities in recapitalization transaction | 6,905 | ||||
Change in fair value of warrant liability | (4,531) | (2,967) | 465 | ||
Other non-cash expenses | 73 | 15 | 13 | 74 | 1 |
Changes in assets and liabilities: | |||||
Prepayments and other current assets | (1,331) | (1,685) | (1,168) | 168 | 2,735 |
Research and development tax credits receivable | (2,116) | (2,392) | 2,422 | (939) | (1,678) |
Accounts payable | (2,052) | 2,509 | 2,677 | (903) | 163 |
Deferred revenues | (322) | (240) | (689) | 2,197 | |
Operating lease obligations | (100) | (91) | (185) | (148) | |
Other liabilities and accrued expenses | 1,356 | (1,871) | (1,748) | 2,184 | (1,220) |
Net cash used in operating activities | (20,435) | (17,597) | (27,270) | (28,683) | (30,158) |
Cash Flows from Investing Activities: | |||||
Purchase of software | (19) | (19) | (73) | (5) | |
Purchase of property and equipment | (161) | (202) | (211) | (681) | (721) |
Acquisition of subsidiary net of cash acquired | (887) | ||||
Proceeds on disposal of assets | 55 | ||||
Maturities of short-term investments | 12,982 | 37,564 | |||
Net cash used in investing activities | (161) | (221) | (230) | 12,283 | 35,951 |
Cash Flows from Financing Activities: | |||||
Net proceeds from recapitalization transaction | 11,543 | ||||
Net proceeds from issuance of common stock | 24,800 | 23,129 | 33,014 | ||
Net proceeds from issuance of warrants | 3,270 | 3,270 | |||
Net proceeds from warrant exercises | 44 | 98 | |||
Deferred merger costs | (1,901) | ||||
Lease liability payments | (6) | (8) | (14) | (14) | (13) |
Net cash provided by financing activities | 36,381 | 26,391 | 34,467 | (14) | (13) |
Effect of exchange rate changes on cash and cash equivalents | 857 | (1,191) | (8) | 1,000 | (1,386) |
Change in cash and cash equivalents | 16,642 | 7,382 | 6,959 | (15,414) | 4,394 |
Cash and cash equivalents at beginning of year | 11,990 | 5,031 | 5,031 | 20,445 | 16,051 |
Cash and cash equivalents at end of year | 28,632 | 12,413 | 11,990 | 5,031 | 20,445 |
Supplemental disclosures of non-cash investing and financing activities | |||||
Cash paid for interest | $ 115 | $ 110 | 224 | 230 | 1 |
Lease liabilities from obtaining right-of-use assets | $ 1,446 |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | 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”) as “DDDD”. As of March 22, 2021, the Company’s common stock and warrants are also listed on Nasdaq (“LBPS” and “LBPSW”) On March 22, 2021 the Company completed a recapitalization with Longevity Acquisition Corporation (NASDAQ: LOAC) a publicly-traded special purpose acquisition company (“SPAC”). Shareholders of LOAC received ADSs of the Company, and LOAC became a wholly-owned subsidiary of the Company. See Note 3 for further information. Liquidity and capital resources Since inception, the Company has incurred net losses and negative cash flows from operations. During the six months ended June 30, 2021, the Company incurred a net loss of $ 19.1 million and used $ 20.4 million of cash in operations. As of June 30, 2021, the Company had an accumulated deficit of $ 167.4 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 June 30, 2021, the Company’s cash and cash equivalents were $ 28.6 The Company has historically financed its operations primarily through the sale of common stock. The Company intends 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. | 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 11.6 Immediately following the consummation of the merger, the shareholders of LOAC collectively own approximately 13.1 Concurrently with the completion of the merger, on March 22, 2021, the Company raised £ 18.0 25.0 16,367,332 1.10 1.53 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 27.3 148.2 As of December 31, 2020, the Company’s cash and cash equivalents were $ 12.0 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation Principals of Consolidation The condensed 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. Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed consolidated balance sheet at December 31, 2020, has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our report for the year ended December 31, 2020. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our annual financial statements for the year ended December 31, 2020. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2021. (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) the estimated useful lives of intangible assets; (3) revenue recognition, in regards to the deferred revenues; (4) the inputs used in determining the fair value of equity-based awards; (5) the inputs used in determining the fair value of warrants; 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. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) (e) Fair value of financial instrument 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 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. The Company’s recurring fair value measurements at June 30, 2021 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS Fair Value Quoted Prices in Significant Significant Liabilities: Warrant liability (Note 9) $ 10,109 $ - $ - $ 10,109 The Company had no recurring fair value measurements at December 31, 2020. (f) Deferred Recapitalization 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 recapitalization 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 recorded in stockholders’ equity. See Note 3 for further information on the recapitalization. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) (g) Loss per share Basic 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 June 30, 2021 and 2020, the Company excluded the outstanding securities summarized below (shown as common stock equivalents), which entitle the holders thereof to acquire shares of common stock, from its calculation of loss per share, as their effect would have been anti-dilutive. SCHEDULE OF NET INCOME LOSS PER SHARE June 30, 2021 2020 Common stock warrants 45,690,488 22,000,000 Common stock units 384,000 - Common stock options 417,088 925,589 Total 46,491,576 22,925,589 (h) Recent issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s own Equity. The pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU “simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP.” In addition, the ASU “removes certain settlement conditions that are required for equity contracts to qualify for it” and “simplifies the diluted earnings per share (EPS) calculations in certain areas.” The guidance is effective beginning after December 15, 2023 and early adoption is permitted. The Company does not currently engage in contracts covered by this guidance and does not believe it will have a material effect on the Company’s condensed consolidated financial statements, but could in the future. (i) 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. | 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 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 45 27 21 (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 (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: SCHEDULE OF BUSINESS COMBINATION MEASURED AT FAIR VALUE ● 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) Seg ment 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 10,615 6,004 9,733 10,246 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF THE ASSETS ● Plant and machinery – straight line over three ten years ● Fixtures, fitting and office equipment – straight line over four five years ● Land and buildings – straight line over the shorter of the lease or a five ten 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 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 $ 203 165 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, 2019 and 2018 accretion expenses were $ 27 22 Nil (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, 2019 and 2018, 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. SCHEDULE OF NET INCOME LOSS PER SHARE December 31, 2020 2019 2018 Common stock warrants 21,924,307 - - Common stock options 485,056 925,589 1,047,332 Total 22,409,363 925,589 1,047,332 (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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Prepayments And Other Current Assets | ||
PREPAYMENTS AND OTHER CURRENT ASSETS | NOTE 4 – PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS June 30, 2021 December 31, 2020 Vendor prepayments $ 614 $ 4 Prepaid insurance 1,672 58 Prepaid patent expense 676 529 Prepaid research 785 1,443 Other prepayments 366 360 VAT receivables 885 1,263 Other assets – goods to be consumed in R&D activities 420 398 Prepayments and other current assets $ 5,418 $ 4,055 | NOTE 3 – PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2020 2019 December 31, 2020 2019 Prepayments $ 2,394 $ 1,465 Vendor prepayments 4 Prepaid insurance 58 Prepaid patent expense 529 Prepaid research 1,443 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
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Property and machinery $ 8,266 $ 8,728 Fixtures, fittings and office equipment 292 294 Land and buildings 1,680 1,674 Total cost 10,238 10,696 Accumulated depreciation (5,705 ) (5,614 ) Total property and equipment, net $ 4,533 $ 5,082 Depreciation and related amortization expense was $ 625 and $ 645 for the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, the Company disposed of gross property and equipment of $ 426 , net of accumulated depreciation of $ 370 , for a net loss of $ 56 . | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 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 1,368 1,216 Depreciation and related amortization expense was $ 625 and $ 645 for the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, the Company disposed of gross property and equipment of $ 426 , net of accumulated depreciation of $ 370 , for a net loss of $ 56 . |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND INTANGIBLE ASSETS Goodwill: SCHEDULE OF GOODWILL Balance at January 1, 2020 $ 12,651 Translation differences 838 Balance at December 31, 2020 13,489 Translation differences (100 ) Balance at June 30, 2021 $ 13,389 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Intangible assets, net, consisted of the following: SCHEDULE OF INTANGIBLE ASSETS June 30, 2021 Software Patents Intellectual Property Total Gross amount beginning of period $ 400 $ 1,477 $ 6,158 $ 8,035 Additions - - - - Translation differences 5 15 62 82 Gross amount end of period 405 1,492 6,220 8,117 Disposals (1 ) - - (1 ) Accumulated amortization (360 ) (1,492 ) - (1,852 ) Net book value $ 44 $ - $ 6,220 $ 6,264 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 Estimated amortization expense for each of the next five years is: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year 2021 Remaining 2021 $ 18 2022 22 2023 2 2024 1 2025 1 Total $ 44 Amortization expense was $103 $139 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) and 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 commercialise Live Biotherapeutic products. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS Goodwill: SCHEDULE OF GOODWILL Balance at December 31, 2018 $ 12,625 Translation differences 26 Balance at December 31, 2019 12,651 Balance at December 31, 2019 12,651 Translation differences 838 Balance at December 31, 2020 $ 13,489 Intangible assets, net, consisted of the following: SCHEDULE OF INTANGIBLE ASSETS 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: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year Remaining 2021 $ 0 2021 $ 119 2022 22 2023 2 2024 1 2025 1 Total $ 145 Amortization expense was $ 262 276 398 At the acquisition dates, goodwill amounted to $ 13.3 6.1 1.5 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [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 $ 165 136 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 29 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 costs were $ 311 307 301 262 174 199 155 169 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 Operating lease liability $ 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: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES December 31, 2020 Remaining 2021 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 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses And Other Current Liablities | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES | NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2020 2019 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 Accrued expenses and other current liabilities $ 2,557 $ 4,235 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES | NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2021 December 31, 2020 Clinical trials accrued expenses $ 3,936 $ 231 Patents and other research accruals 83 302 Payroll expenses 196 149 Building and office expenses 373 337 Professional and consultants’ expenses 455 839 Tax expenses 291 305 Deferred grant income 57 82 Short-term finance lease - 5 Other accrued expenses 349 307 Accrued expenses and other current liabilities $ 5,740 $ 2,557 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES 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 the periods. 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 $181 $165 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 costs 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 $40 $38 Operating lease cost, with a weighted average discount rate of 13.6% $168 $34 160 146 5.5 91 86 122 47 The following table summarizes the Company’s operating lease maturities as of June 30, 2021: SCHEDULE OF OPERATING LEASE MATURITIES 2021 Amount Remaining 2021 $ 159 2022 319 2022 335 2024 337 2025 339 2026 240 Thereafter 24 Total remaining lease payments 1,753 Less: Imputed interest (668 ) Total lease liabilities $ 1,085 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Other commitments 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 these costs are material they 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. | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common stock On July 8, 2020, the Company raised £7.7 $9.7 £7.1 $9.0 21,898,400 35 0.44 On February 18, 2020 the Company raised £22 $28.6 £20.9 $27.2 44 50 $0.65 A warrant was also issued on the basis of one share for every two common shares issued and have an exercise price of 100 1.37 five years On March 22, 2021 the Company completed its recapitalization with LOAC and received $11.5 million ( $7.7 million net of transaction costs) through the issuance of 31 million shares of common stock at £1.10 ( $1.51 ) per share. Additionally, the Company also issued 4.3 million warrants to purchase 16.3 million shares of common stock at £1.10 ( $1.51 ) per common share and assumed 240,000 units to purchase the Company’s common stock and warrants . On March 22, 2021, concurrently with the merger of LOAC, the Company raised $25.0 $23.0 16.4 £1.10 $1.51 On April 15, 2021, following filing of our Annual Report on Form 20-F, the Directors who were unable to participate in the March 2021 financing, purchased 1.3 £1.4 $2.0 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Units On March 22, 2021, as part of the recapitalization with LOAC, the Company issued 240,000 units. Each unit is for 8.28465 common shares and a warrant to purchase 3.76575 common share at a price of $1.39 per common share . The units are exercisable at $11.50 per unit and expire on August 28, 2023 . The relative fair value of the units assumed of $418 was allocated from the total net proceeds of the merger on a relative basis to the common stock, warrants and units. Warrants On February 18, 2020, the Company issued 22 million warrants as part of the 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” $3,270 was allocated from the total net proceeds of the common stock issuance on a relative basis to the common stock and warrants. On March 22, 2021, the Company issued 4.0 15.1 £1.10 $1.53 five years “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging” $1,037 The following table summarizes the common stock warrant activity for the six months ended June 30, 2021: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY Balance at January 1, 2021 21,924,307 Issuances 11,850,000 Exercises (31,859 ) Balance at June 30, 2021 33,742,448 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 ten years. The Plan limits the number of shares issued under the scheme on a cumulative basis to no more than 10% 17,613,009 417,088 $0.0034 166,667 Stock-based compensation expense for the six months ended June 30, 2021 and 2020 was $85 $139 $67 0.95 | NOTE 9 – STOCKHOLDERS’ EQUITY Common stock On February 18, 2020 the Company raised £ 22 million ($ 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 1.37 five years On July 8, 2020, the Company raised £ 7.7 9.7 7.1 9.0 21,898,400 35 0.44 Warrants On February 18, 2020, the Company issued 22 100 1.37 “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging” 3,270 8,688 The following table summarizes the common stock warrant activity for the year ended December 31, 2020: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY 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 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: SUMMARY OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Non-Vested Options Weighted 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 7.04 8.17 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 853 413 375 1.00 1.3114 1,211 13 96 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 21,352 166,667 74,074 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 34 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: SCHEDULE OF WEIGHTED-AVERAGE ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD December 13, July 22, December 31, December 31 2020 2020 2019 2018 Risk-free interest rate 0.09 % 0.08 % 0.57 % 0.72 % Expected volatility 35.74 % 40.11 % 69.62 % 54.95 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected term (in years) 1.56 0.77 3 3 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 0.0033 626 Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was $ 331 340 363 344 1.32 |
REVENUE
REVENUE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE | NOTE 12 – 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. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 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 $5 $347.5 The Company has initially estimated a total transaction price of $2.5 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 six months ended June 30, 2021 and 2020, the Company recognized $321 and $239 , respectively, in collaboration revenues. Associated development costs and labor effort of $848 and $278 are included within research and development costs in the consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 and 2020, 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 June 30, 2021, the Company has $1,141 $180 $1,318 $306 | 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 5 347.5 The Company has initially estimated a total transaction price of $ 2.5 The Company has allocated the transaction price entirely to the single bundled performance obligation and recorded the $ 2.5 690 269 Nil 1,345 215 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 $ 1,318 306 |
CONTINGENT CONSIDERATION
CONTINGENT CONSIDERATION | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [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 3.06 3.7575 4.8095 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 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 $ 0 873 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). SCHEDULE OF CONTINGENT CONSIDERATION 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 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 25 The average standard rate for activities undertaken in all jurisdictions was 19.0 For the years ended December 31, 2020 and 2019 loss before income tax benefit is as follows: SCHEDULE OF LOSS BEFORE INCOME TAX BENEFIT December 31, 2020 2019 2018 Loss before income taxes arising in UK $ 29,938 $ 27,751 $ 30,364 Loss before income taxes arising in Ireland 918 1,539 1,693 (Profit)/loss before income taxes arising in Spain (340 ) 1,043 544 (Profit) before income taxes arising in United States (8 ) - - Total loss before income tax $ 30,508 $ 30,333 $ 32,601 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: SCHEDULE OF EFFECTIVE TAX RATES RECONCILIATION For the Years Ended December 31, 2020 2019 2018 Loss before income taxes $ (30,508 ) % $ (30,333 ) % $ (32,601 ) % Expected tax benefit (5,797 ) (19.0 )% (5,763 ) (19.0 )% (6,087 ) (18.7 )% Costs included in R&D tax credit 2,255 7.4 % 4,070 13.4 % - 0.0 % Non-taxable income (846 ) (2.8 )% (1,299 ) (4.3 )% - 0.0 % Foreign tax differential (248 ) (0.8 )% 69 0.2 % 4 0.0 % Change in valuation allowance 4,504 14.8 % 3,111 10.3 % 6,057 18.6 % Other 119 0.4 % (188 ) (0.6 )% 26 (0.1 )% Income tax benefit $ (13 ) 0 % $ - 0 % $ - 0 % SCHEDULE OF INCOME TAX BENEFIT 2020 2019 2018 Years Ended December 31, 2020 2019 2018 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: SCHEDULE OF DEFERRED TAX LIABILITY 2020 2019 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 6,124 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: SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS 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 6,840 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS One of the Company’s directors, Antonio Fernandez is also a director of Biomar Microbial Technologies (“Biomar”), which charged rent and building service costs to the Company of $ 72 67 25 16 44 17 354 367 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) MSD purchased 7,661,000 654,023 4.6% | 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 51 24 41 35 44 4 54 MSD purchased 7,661,000 5.8 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On July 29, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), by and between the Company, as borrower, the subsidiaries of the Company party thereto as co-borrowers, the lenders party thereto (the “Lenders”) and Oxford Finance Luxembourg S.À R.L, as collateral agent for the Lenders (the “Collateral Agent”). The Loan Agreement provides for a term loan facility maturing on July 1, 2026 $30.0 $12.5 $7.5 $10 The term loans accrue interest at a per annum rate equal to the sum of (i) the greater of (A) the 30 day U.S. Dollar LIBOR reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue and (B) 0.10% and (ii) 8.15%. 8.25% The Company will be required to make a final payment fee of 6.00% or, if the interest only period is extended following the achievement of certain milestones, 6.50%, of the amount of the term loan drawn. The final payment fee is payable on the earlier of (i) the prepayment of the term loan, (ii) the acceleration of the term loan, or (iii) the maturity date. At the Company’s option, the Company may elect to prepay the loans subject to a prepayment fee equal to the following percentage of the principal amount being prepaid: 3% if a term loan is prepaid during the first 12 months following the date of borrowing, 2% if a term loan is prepaid after 12 months but prior to 24 months following the date of borrowing, and 1% if a term loan is prepaid any time after 24 months following the borrowing date but prior to the maturity date. The Company’s obligations under the Loan Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries formed in Scotland, Ireland and the State of Delaware, United States. The Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, make acquisitions, undertake changes in control, make investments, make certain dividends or distributions, repurchase stock, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Loan Agreement. Subject to the satisfaction of certain equity raise conditions, the Company is also required to maintain compliance with a minimum liquidity covenant. The Loan Agreement also contains customary events of default that include, among other things, certain payment defaults, covenant defaults, a material adverse change default, insolvency and bankruptcy defaults, cross defaults to other agreements, inaccuracy of representations and warranties defaults, a delisting default and government approvals defaults. If an event of default exists, the Lender may require immediate payment of all obligations under the Loan Agreement and may exercise certain other rights and remedies provided for under the Loan Agreement, the other loan documents and applicable law. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Loan Agreement at a per annum rate equal to 5.00% In addition, in connection with the Loan Agreement, the Company issued the Lenders warrants to purchase 212,568 $1.18 5 years 2.00% | 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 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 3,000 14.7 de minimis redemptions, the backstop was not called upon. The consideration paid to the Buyers pursuant to the Backstop Agreements consisted of 700,000 200,000 400,000 1,000,000 7,530,000 0.25 0.35 28,298,192 16,268,040 2,750,000 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 14.8 11.6 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 25.0 16.87 23.5 16,367,332 1.10 1.53 Overdraft Facility In March 2021, the Company’s subsidiary in Spain, received a € 1.0 0.86 1.2 2.35 three years |
RECAPITALIZATION
RECAPITALIZATION | 6 Months Ended |
Jun. 30, 2021 | |
Recapitalization | |
RECAPITALIZATION | NOTE 3 – RECAPITALIZATION On March 22, 2021, Longevity Acquisition Corporation (“LOAC”) merged with and into 4D Pharma (BVI) 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 $ 11.5 million at the time of the merger after paying all of its debtors. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Management concluded the Merger is a recapitalization through an asset acquisition and not a business combination as LOAC does not meet the definition of a business pursuant to ASC 805. According to the guidance in ASC 805, the Company obtained control as a result of the transaction. Specifically, Company obtained control as: (i) it owns 100 The Company received gross net assets of $ 11,543 before issuance costs of $ 16,683 The recapitalization included several securities as follows: ● 31,048,192 shares to LOAC shareholders and associated investors. ● 4,000,000 5 15,063,000 1.53 ● 320,000 5 1,205,040 1.53 ● 240,000 representative (LOAC advisor) units, which are exercisable until August 28, 2023 , exercisable at $11.50 per unit or $1.39 per common shares of the Company. Each unit can be exercised for both 8.28465 common shares, exercising into 1,988,316 common shares of the Company and a warrant to purchase 3.76575 common shares at an exercise price of $1.53 per common share into 903,870 common shares of the Company. Each warrant granted on exercise of the representative unit would convert to a public warrant and would carry the same rights and remaining term as the issued Public warrants. The accounting for concurrent securities offerings is highly complex and required significant analysis and judgment in the application of the appropriate accounting guidance. The Company evaluated the public and private warrants as well as the warrants embedded in the representative units and determined if each security should be equity-classified or liability-classified instruments. Both the public warrants and the warrants embedded in the representative warrants need the criteria to be classified in stockholders’ equity. The private warrants contain provisions that are not an input to the fair value of an options, thus they are not indexed to the Company’s own stock. The Company determined that the private warrants should be classified as non-current warrant liabilities recognized at their inception date fair value The resulting aggregate issuance date fair value on the private warrants’ issuance date was determined to be $ 1,698 See note 9 for further information on the liability warrants. Concurrent with the merger, the Company issued 7,530,000 warrants to certain investors as part of the Backstop agreement (“Backstop Warrants”). These warrants are exercisable into 7,530,000 common shares of the Company at $ 0.0034 per share. These warrants are only exercisable, on a ratable basis, for a 60-day period after the number of warrants exercised in the preceding month has been confirmed. The Backstop Warrants were not part of the consideration transferred in the recapitalization, rather they were a direct and incremental cost incurred by the Company, as such, the value of the backstop warrants is included in the transaction costs. The Company evaluated the Backstop Warrants to determine if they should be equity-classified or liability-classified instruments and determined that the Backstop Warrants contain a contingency which could result in the modification of the exercise price, thus they are not eligible for an exception from derivative accounting. The Company determined that the Backstop Warrants should be classified as non-current warrant liabilities recognized at their inception date fair value. The resulting aggregate issuance date fair value on the Backstop Warrants issuance date was determined to be $ 12,854 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The proceeds of the recapitalization were first allocated to the private liability warrants based on their full fair value. The remaining proceeds from recapitalization were less than the total transaction costs, including the fair value of the Backstop Warrants, so a loss on the recapitalization transaction was recorded to other income (expense) in the Company’s consolidated statement of operations and comprehensive loss for the six months ended June 30, 2021 of $ 6,905 . No allocation of residual recapitalization proceeds remained to be allocated to the common shares, public equity warrants and representative units issued in the recapitalization. |
RESEARCH AND DEVELOPMENT TAX CR
RESEARCH AND DEVELOPMENT TAX CREDIT RECIEVABLES | 6 Months Ended |
Jun. 30, 2021 | |
Research And Development Tax Credit Recievables | |
RESEARCH AND DEVELOPMENT TAX CREDIT RECIEVABLES | NOTE 7 – RESEARCH AND DEVELOPMENT TAX CREDIT RECIEVABLES 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: SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS RECEIVABLE June 30, 2021 December 31, 2020 UK research and development tax credits $ 6,723 $ 4,315 Irish research and development tax credits 485 453 Translation differences (12 ) 273 Total 7,196 5,041 Less: current portion (6,948 ) (4,799 ) Research and development tax credits receivable, net $ 248 $ 242 For the six months ended June 30, 2021 and 2020, the Company has recorded other income of $2,126 $2,478 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 9 – WARRANTS The Company evaluated the public and private warrants as well as the Backstop Warrants and warrants embedded in the representative units as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. Pursuant to such evaluation, the Company further evaluated the public and private warrants, the backstop warrants and the warrants embedded in the representative units under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The Backstop Warrants issued as a result of the merger transaction include provisions such that the exercisability of the warrants is contingent on the exercise of the public warrants assumed in the merger transaction. Since this contingency could result in the modification of the exercise price, thus the warrants are not eligible for an exception from derivative accounting. Accordingly, the Company has recorded the Backstop Warrants as a liability at fair value, with subsequent changes in their fair values recognized in the statements of operations and comprehensive loss at each reporting date. The Company measured the fair value of these Backstop Warrants as of June 30, 2021, and recorded other income of $3,919 resulting from the decrease of the liability associated with the fair value of the Backstop Warrants for the six months ended June 30, 2021. The Company computed the value of the Backstop Warrants using the Monte Carlo method. A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s Backstop Warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2021 and March 22, 2021 is as follows: SCHEDULE OF FAIR VALUE MEASUREMENT June 30, 2021 March 22, 2021 Number of shares underlying the warrants 7,530,000 7,530,000 Stock price $ 1.36 $ 1.93 Volatility 85.0 % 85.0 % Risk-free interest rate 0.87 % 0.87 % Expected dividend yield 0 % 0 % Expected warrant life 4.73 5 The private warrants assumed in the merger transaction include provisions that provide for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Since the holder is not an input to the fair value of an option under ASC 815, and thus the warrants are not indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Accordingly, the Company has recorded the private warrants as a liability at fair value, with subsequent changes in their fair values recognized in the statements of operations and comprehensive loss at each reporting date. The Company measured the fair value of these assumed private warrants as of June 30, 2021, and recorded other income of $612 resulting from the decrease of the liability associated with the fair value of the warrants for the six months ended June 30, 2021. The Company computed the value of the assumed private warrants using the Black-Scholes method. A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s assumed private warrant liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2021 and March 22, 2021 is as follows: June 30, 2021 March 22, 2021 Number of shares underlying the warrants 1,205,040 1,205,040 Stock price $ 1.36 $ 1.93 Volatility 92.2 % 90.2 % Risk-free interest rate 0.82 % 0.86 % Expected dividend yield 0 % 0 % Expected warrant life 4.73 5 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). The table reflects gains and losses for the six months ended June 30, 2021, for all financial liabilities categorized as Level 3 as of June 30, 2021. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Fair Value Measurements Using Significant Unobservable Inputs (Level 3): SCHEDULE OF FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrants December 31, 2020 Initial Measurements Decrease in Fair Value Translation differences June 30, 2021 Backstop Warrants $ - $ 12,854 $ (3,919 ) $ 77 $ 9,012 Private warrants - 1,698 (612 ) 11 1,097 Total $ - $ 14,552 $ (4,531 ) $ 88 $ 10,109 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of presentation | (a) Basis of presentation Principals of Consolidation The condensed 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. Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed consolidated balance sheet at December 31, 2020, has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our report for the year ended December 31, 2020. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our annual financial statements for the year ended December 31, 2020. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2021. | (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. | (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) the estimated useful lives of intangible assets; (3) revenue recognition, in regards to the deferred revenues; (4) the inputs used in determining the fair value of equity-based awards; (5) the inputs used in determining the fair value of warrants; and (6) valuation allowance relating to the Company’s deferred tax assets. | (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. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) | (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 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 45 27 21 | |
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 | |
Fair value of financial instrument | (e) Fair value of financial instrument 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 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. The Company’s recurring fair value measurements at June 30, 2021 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS Fair Value Quoted Prices in Significant Significant Liabilities: Warrant liability (Note 9) $ 10,109 $ - $ - $ 10,109 The Company had no recurring fair value measurements at December 31, 2020. | (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: SCHEDULE OF BUSINESS COMBINATION MEASURED AT FAIR VALUE ● 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. |
Seg ment information | (i) Seg ment 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 10,615 6,004 9,733 10,246 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF THE ASSETS ● Plant and machinery – straight line over three ten years ● Fixtures, fitting and office equipment – straight line over four five years ● Land and buildings – straight line over the shorter of the lease or a five ten 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 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 $ 203 165 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, 2019 and 2018 accretion expenses were $ 27 22 Nil | |
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 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. | |
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 . | |
Loss per share | (g) Loss per share Basic 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 June 30, 2021 and 2020, the Company excluded the outstanding securities summarized below (shown as common stock equivalents), which entitle the holders thereof to acquire shares of common stock, from its calculation of loss per share, as their effect would have been anti-dilutive. SCHEDULE OF NET INCOME LOSS PER SHARE June 30, 2021 2020 Common stock warrants 45,690,488 22,000,000 Common stock units 384,000 - Common stock options 417,088 925,589 Total 46,491,576 22,925,589 | (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, 2019 and 2018, 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. SCHEDULE OF NET INCOME LOSS PER SHARE December 31, 2020 2019 2018 Common stock warrants 21,924,307 - - Common stock options 485,056 925,589 1,047,332 Total 22,409,363 925,589 1,047,332 |
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 | (h) Recent issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s own Equity. The pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU “simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP.” In addition, the ASU “removes certain settlement conditions that are required for equity contracts to qualify for it” and “simplifies the diluted earnings per share (EPS) calculations in certain areas.” The guidance is effective beginning after December 15, 2023 and early adoption is permitted. The Company does not currently engage in contracts covered by this guidance and does not believe it will have a material effect on the Company’s condensed consolidated financial statements, but could in the future. | (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 | (i) 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. | (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. |
Deferred Recapitalization Costs | (f) Deferred Recapitalization 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 recapitalization 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 recorded in stockholders’ equity. See Note 3 for further information on the recapitalization. 4D PHARMA PLC NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS | The Company’s recurring fair value measurements at June 30, 2021 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS Fair Value Quoted Prices in Significant Significant Liabilities: Warrant liability (Note 9) $ 10,109 $ - $ - $ 10,109 | SCHEDULE OF BUSINESS COMBINATION MEASURED AT FAIR VALUE ● 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 | SCHEDULE OF ESTIMATED USEFUL LIVES OF THE ASSETS ● Plant and machinery – straight line over three ten years ● Fixtures, fitting and office equipment – straight line over four five years ● Land and buildings – straight line over the shorter of the lease or a five ten | |
SCHEDULE OF NET INCOME LOSS PER SHARE | SCHEDULE OF NET INCOME LOSS PER SHARE June 30, 2021 2020 Common stock warrants 45,690,488 22,000,000 Common stock units 384,000 - Common stock options 417,088 925,589 Total 46,491,576 22,925,589 | At December 31, 2020, 2019 and 2018, 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. SCHEDULE OF NET INCOME LOSS PER SHARE December 31, 2020 2019 2018 Common stock warrants 21,924,307 - - Common stock options 485,056 925,589 1,047,332 Total 22,409,363 925,589 1,047,332 |
PREPAYMENTS AND OTHER CURRENT_2
PREPAYMENTS AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Prepayments And Other Current Assets | ||
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS | Prepayments and other current assets consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS June 30, 2021 December 31, 2020 Vendor prepayments $ 614 $ 4 Prepaid insurance 1,672 58 Prepaid patent expense 676 529 Prepaid research 785 1,443 Other prepayments 366 360 VAT receivables 885 1,263 Other assets – goods to be consumed in R&D activities 420 398 Prepayments and other current assets $ 5,418 $ 4,055 | Prepayments and other current assets consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2020 2019 December 31, 2020 2019 Prepayments $ 2,394 $ 1,465 Vendor prepayments 4 Prepaid insurance 58 Prepaid patent expense 529 Prepaid research 1,443 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 (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Property and machinery $ 8,266 $ 8,728 Fixtures, fittings and office equipment 292 294 Land and buildings 1,680 1,674 Total cost 10,238 10,696 Accumulated depreciation (5,705 ) (5,614 ) Total property and equipment, net $ 4,533 $ 5,082 | Property and equipment, net, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF GOODWILL | Goodwill: SCHEDULE OF GOODWILL Balance at January 1, 2020 $ 12,651 Translation differences 838 Balance at December 31, 2020 13,489 Translation differences (100 ) Balance at June 30, 2021 $ 13,389 | Goodwill: SCHEDULE OF GOODWILL Balance at December 31, 2018 $ 12,625 Translation differences 26 Balance at December 31, 2019 12,651 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: SCHEDULE OF INTANGIBLE ASSETS June 30, 2021 Software Patents Intellectual Property Total Gross amount beginning of period $ 400 $ 1,477 $ 6,158 $ 8,035 Additions - - - - Translation differences 5 15 62 82 Gross amount end of period 405 1,492 6,220 8,117 Disposals (1 ) - - (1 ) Accumulated amortization (360 ) (1,492 ) - (1,852 ) Net book value $ 44 $ - $ 6,220 $ 6,264 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 | Intangible assets, net, consisted of the following: SCHEDULE OF INTANGIBLE ASSETS 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: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year 2021 Remaining 2021 $ 18 2022 22 2023 2 2024 1 2025 1 Total $ 44 | Estimated amortization expense for each of the next five years is: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year Remaining 2021 $ 0 2021 $ 119 2022 22 2023 2 2024 1 2025 1 Total $ 145 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | ||
SCHEDULE OF LEASES | 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 Operating lease liability $ 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 | The following table summarizes the Company’s operating lease maturities as of June 30, 2021: SCHEDULE OF OPERATING LEASE MATURITIES 2021 Amount Remaining 2021 $ 159 2022 319 2022 335 2024 337 2025 339 2026 240 Thereafter 24 Total remaining lease payments 1,753 Less: Imputed interest (668 ) Total lease liabilities $ 1,085 | Maturities of operating leases liabilities are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES December 31, 2020 Remaining 2021 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 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABLITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses And Other Current Liablities | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2021 December 31, 2020 Clinical trials accrued expenses $ 3,936 $ 231 Patents and other research accruals 83 302 Payroll expenses 196 149 Building and office expenses 373 337 Professional and consultants’ expenses 455 839 Tax expenses 291 305 Deferred grant income 57 82 Short-term finance lease - 5 Other accrued expenses 349 307 Accrued expenses and other current liabilities $ 5,740 $ 2,557 | Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2020 2019 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 Accrued expenses and other current liabilities $ 2,557 $ 4,235 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SCHEDULE OF COMMON STOCK WARRANT ACTIVITY | The following table summarizes the common stock warrant activity for the six months ended June 30, 2021: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY Balance at January 1, 2021 21,924,307 Issuances 11,850,000 Exercises (31,859 ) Balance at June 30, 2021 33,742,448 | The following table summarizes the common stock warrant activity for the year ended December 31, 2020: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY 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: SUMMARY OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Non-Vested Options Weighted 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 | SCHEDULE OF WEIGHTED-AVERAGE ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD December 13, July 22, December 31, December 31 2020 2020 2019 2018 Risk-free interest rate 0.09 % 0.08 % 0.57 % 0.72 % Expected volatility 35.74 % 40.11 % 69.62 % 54.95 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected term (in years) 1.56 0.77 3 3 |
CONTINGENT CONSIDERATION (Table
CONTINGENT CONSIDERATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [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). SCHEDULE OF CONTINGENT CONSIDERATION 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: SCHEDULE OF LOSS BEFORE INCOME TAX BENEFIT December 31, 2020 2019 2018 Loss before income taxes arising in UK $ 29,938 $ 27,751 $ 30,364 Loss before income taxes arising in Ireland 918 1,539 1,693 (Profit)/loss before income taxes arising in Spain (340 ) 1,043 544 (Profit) before income taxes arising in United States (8 ) - - Total loss before income tax $ 30,508 $ 30,333 $ 32,601 |
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: SCHEDULE OF EFFECTIVE TAX RATES RECONCILIATION For the Years Ended December 31, 2020 2019 2018 Loss before income taxes $ (30,508 ) % $ (30,333 ) % $ (32,601 ) % Expected tax benefit (5,797 ) (19.0 )% (5,763 ) (19.0 )% (6,087 ) (18.7 )% Costs included in R&D tax credit 2,255 7.4 % 4,070 13.4 % - 0.0 % Non-taxable income (846 ) (2.8 )% (1,299 ) (4.3 )% - 0.0 % Foreign tax differential (248 ) (0.8 )% 69 0.2 % 4 0.0 % Change in valuation allowance 4,504 14.8 % 3,111 10.3 % 6,057 18.6 % Other 119 0.4 % (188 ) (0.6 )% 26 (0.1 )% Income tax benefit $ (13 ) 0 % $ - 0 % $ - 0 % |
SCHEDULE OF INCOME TAX BENEFIT | SCHEDULE OF INCOME TAX BENEFIT 2020 2019 2018 Years Ended December 31, 2020 2019 2018 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: SCHEDULE OF DEFERRED TAX LIABILITY 2020 2019 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 | SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS 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 |
RESEARCH AND DEVELOPMENT TAX _2
RESEARCH AND DEVELOPMENT TAX CREDIT RECIEVABLES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Research And Development Tax Credit Recievables | |
SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS RECEIVABLE | SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS RECEIVABLE June 30, 2021 December 31, 2020 UK research and development tax credits $ 6,723 $ 4,315 Irish research and development tax credits 485 453 Translation differences (12 ) 273 Total 7,196 5,041 Less: current portion (6,948 ) (4,799 ) Research and development tax credits receivable, net $ 248 $ 242 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT June 30, 2021 March 22, 2021 Number of shares underlying the warrants 7,530,000 7,530,000 Stock price $ 1.36 $ 1.93 Volatility 85.0 % 85.0 % Risk-free interest rate 0.87 % 0.87 % Expected dividend yield 0 % 0 % Expected warrant life 4.73 5 June 30, 2021 March 22, 2021 Number of shares underlying the warrants 1,205,040 1,205,040 Stock price $ 1.36 $ 1.93 Volatility 92.2 % 90.2 % Risk-free interest rate 0.82 % 0.86 % Expected dividend yield 0 % 0 % Expected warrant life 4.73 5 |
SCHEDULE OF FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS | Fair Value Measurements Using Significant Unobservable Inputs (Level 3): SCHEDULE OF FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrants December 31, 2020 Initial Measurements Decrease in Fair Value Translation differences June 30, 2021 Backstop Warrants $ - $ 12,854 $ (3,919 ) $ 77 $ 9,012 Private warrants - 1,698 (612 ) 11 1,097 Total $ - $ 14,552 $ (4,531 ) $ 88 $ 10,109 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
SCHEDULE OF OPERATING LEASE MATURITIES | The following table summarizes the Company’s operating lease maturities as of June 30, 2021: SCHEDULE OF OPERATING LEASE MATURITIES 2021 Amount Remaining 2021 $ 159 2022 319 2022 335 2024 337 2025 339 2026 240 Thereafter 24 Total remaining lease payments 1,753 Less: Imputed interest (668 ) Total lease liabilities $ 1,085 | Maturities of operating leases liabilities are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES December 31, 2020 Remaining 2021 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 |
NATURE OF THE BUSINESS (Details
NATURE OF THE BUSINESS (Details Narrative) £ / shares in Units, $ / shares in Units, $ in Thousands, £ in Millions | Apr. 15, 2021USD ($)shares | Apr. 15, 2021GBP (£)shares | Mar. 22, 2021USD ($)$ / sharesshares | Mar. 22, 2021GBP (£)shares | Jul. 08, 2020USD ($)$ / sharesshares | Jul. 08, 2020GBP (£)shares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 22, 2021£ / shares | Jul. 09, 2020$ / shares | Jul. 09, 2020£ / shares | Jul. 08, 2020£ / shares | Feb. 18, 2020£ / shares |
Shares issued per share | (per share) | $ 0.44 | $ 0.65 | $ 0.44 | £ 35 | £ 35 | £ 50 | ||||||||||||
Value of common shares | $ 24,800 | $ 23,129 | $ 33,014 | |||||||||||||||
Proceeds from issuance of common stock | $ 2,000 | £ 1.4 | $ 9,700 | £ 7.7 | $ 28,600 | £ 22 | 24,800 | 23,129 | 33,014 | |||||||||
Number of common stock issued | shares | 1,300,000 | 1,300,000 | 31,000,000 | 31,000,000 | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | ||||||||||
Net loss | 19,129 | 14,765 | 30,495 | 30,333 | 32,601 | |||||||||||||
Cash used in operations | 20,435 | $ 17,597 | 27,270 | 28,683 | $ 30,158 | |||||||||||||
Accumulated deficit | 167,364 | 148,235 | 117,740 | |||||||||||||||
Cash and cash equivalents | $ 28,632 | 11,990 | $ 5,031 | |||||||||||||||
Longevity Acquisition Corporation [Member] | ||||||||||||||||||
Value of common shares | $ 11,600 | |||||||||||||||||
Longevity Acquisition Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||||
Shares issued per share | (per share) | $ 1.53 | £ 1.10 | ||||||||||||||||
Percentage of outstanding ordinary shares | 13.10% | 13.10% | ||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | £ 18 | ||||||||||||||||
Number of common stock issued | shares | 16,367,332 | 16,367,332 | ||||||||||||||||
American Depositary Shares [Member] | ||||||||||||||||||
Shares issued per share | $ / shares | $ 7.5315 |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATION MEASURED AT FAIR VALUE (Details) - Fair Value, Inputs, Level 3 [Member] - Valuation Technique, Discounted Cash Flow [Member] | Dec. 31, 2019 |
Measurement Input, Comparability Adjustment [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of fair value liability | 0 |
Measurement Input, Discount Rate [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of fair value liability | 0.175 |
SCHEDULE OF ESTIMATED USEFUL LI
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 [Line Items] | |
Property plant and equipment, useful life | 3 years |
Plant And Machinery [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
Fixtures Fitting And Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 4 years |
Fixtures Fitting And Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Land and Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Land and Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
SCHEDULE OF NET INCOME LOSS PER
SCHEDULE OF NET INCOME LOSS PER SHARE (Details) - shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total | 46,491,576 | 22,925,589 | 22,409,363 | 925,589 | 1,047,332 |
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total | 45,690,488 | 22,000,000 | 21,924,307 | ||
Common Stock Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total | 417,088 | 925,589 | 485,056 | 925,589 | 1,047,332 |
Common Stock Unitst [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total | 384,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | Jan. 02, 2019 | |
Product Information [Line Items] | |||||
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 | 10.00% | ||||
Merger costs | $ 2,010,000 | ||||
Right-of-use assets | 1,129,000 | $ 1,251,000 | $ 1,026,000 | $ 1,500,000 | |
Asset retirement obligation, accretion expense | 27,000 | 22,000 | $ 0 | ||
Recapitalization Costs | 2,010,000 | ||||
Other Noncurrent Liabilities [Member] | |||||
Product Information [Line Items] | |||||
Asset retirement obligations | 203,000 | 165,000 | |||
UNITED KINGDOM | |||||
Product Information [Line Items] | |||||
Long-lived assets | 9,383,000 | 9,733,000 | |||
SPAIN | |||||
Product Information [Line Items] | |||||
Long-lived assets | 10,615,000 | 10,246,000 | |||
IRELAND | |||||
Product Information [Line Items] | |||||
Long-lived assets | $ 6,004,000 | $ 5,815,000 | |||
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 32.00% | 27.00% | |||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 45.00% | 21.00% |
SCHEDULE OF PREPAYMENTS AND OTH
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepayments And Other Current Assets | |||
Prepayments | $ 2,394 | $ 1,465 | |
Vendor prepayments | $ 614 | 4 | |
Prepaid insurance | 1,672 | 58 | |
Prepaid patent expense | 676 | 529 | |
Prepaid research | 785 | 1,443 | |
VAT receivables | 1,263 | 980 | |
Other assets – goods to be consumed in R&D activities | 398 | 260 | |
Prepayments and other current assets | 5,418 | 4,055 | $ 2,705 |
Other prepayments | 366 | 360 | |
VAT receivables | 885 | 1,263 | |
Other assets – goods to be consumed in R&D activities | $ 420 | $ 398 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 10,238 | $ 10,696 | $ 9,683 |
Accumulated depreciation | 5,705 | 5,614 | 4,087 |
Property, plant and equipment, net | 4,533 | 5,082 | 5,596 |
Accumulated depreciation | (5,705) | (5,614) | (4,087) |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 8,266 | 8,728 | 7,852 |
Fixtures, Fittings and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 292 | 294 | 282 |
Land and Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 1,680 | $ 1,674 | $ 1,549 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and related amortization expense | $ 625 | $ 645 | $ 1,111 | $ 1,368 | $ 1,216 |
Property and equipment dispoal | 426 | ||||
Deperciation | 370 | ||||
Loss on sale of property and equipment | $ 56 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Balance | $ 13,489 | $ 12,651 | $ 12,625 |
Translation differences | (100) | 838 | 26 |
Balance | $ 13,389 | $ 13,489 | $ 12,651 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross amount beginning of period | $ 8,035 | $ 7,693 | |
Additions | 19 | $ 73 | |
Translation differences | 82 | 323 | 215 |
Gross amount end of period | 8,117 | 8,035 | 7,693 |
Accumulated amortization | (1,852) | (1,732) | (1,397) |
Net Book value | 44 | 6,303 | 6,296 |
Net Book value | 44 | 6,303 | 6,296 |
Gross amount beginning of period | 7,833 | 7,545 | |
Gross amount end of period | 7,833 | ||
Disposal | (1) | (140) | |
Net Book value | 6,264 | 6,303 | 6,296 |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross amount beginning of period | 6,158 | 5,910 | 5,740 |
Additions | |||
Translation differences | 62 | 248 | 170 |
Gross amount end of period | 6,220 | 6,158 | 5,910 |
Accumulated amortization | |||
Net Book value | 6,158 | 5,910 | |
Net Book value | 6,158 | 5,910 | |
Disposal | |||
Net Book value | 6,220 | 6,158 | |
Software Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross amount beginning of period | 400 | 365 | |
Additions | 19 | 73 | |
Translation differences | 5 | 16 | 4 |
Gross amount end of period | 405 | 400 | 365 |
Accumulated amortization | (360) | (339) | (232) |
Net Book value | 61 | 133 | |
Net Book value | 61 | 133 | |
Gross amount beginning of period | 505 | 428 | |
Gross amount end of period | 505 | ||
Disposal | (1) | (140) | |
Net Book value | 44 | 61 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross amount beginning of period | 1,477 | 1,418 | |
Additions | |||
Translation differences | 15 | 59 | 41 |
Gross amount end of period | 1,492 | 1,477 | 1,418 |
Accumulated amortization | (1,492) | (1,393) | (1,165) |
Net Book value | 84 | 253 | |
Net Book value | 84 | 253 | |
Gross amount beginning of period | 1,418 | 1,377 | |
Gross amount end of period | $ 1,418 | ||
Disposal | |||
Net Book value | $ 84 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remaining 2021 | $ 18 | $ 0 | |
2022 | 22 | 119 | |
2023 | 2 | 22 | |
2024 | 1 | 2 | |
2025 | 1 | 1 | |
2025 | 1 | ||
Total | 145 | ||
Total | $ 44 | $ 6,303 | $ 6,296 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 103 | $ 139 | $ 262 | $ 276 | $ 398 |
Goodwill | 13,389 | 13,489 | $ 12,651 | $ 12,625 | |
Intellectual Property [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 6,100 | 6,100 | |||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,500 | 1,500 | |||
Tucana Health Limited [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 13,300 |
SCHEDULE OF LEASES (Details)
SCHEDULE OF LEASES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Lessee Disclosure [Abstract] | |||||
Right of use assets | $ 1,026 | $ 1,129 | $ 1,251 | $ 1,500 | |
Current portion of operating lease liabilities | 102 | 94 | 75 | ||
Long term operating lease liabilities, net | 983 | 1,092 | 1,229 | ||
Operating lease liability | $ 1,085 | $ 1,186 | $ 1,304 | ||
Weighted-average remaining lease term (years) | 5 years 6 months | 6 years | 7 years | ||
Weighted-average discount rate | 13.60% | 13.60% | 13.60% | 13.60% |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee Disclosure [Abstract] | |||
Remaining 2021 | $ 159 | ||
2021 | 319 | $ 318 | |
2022 | 335 | 320 | |
2023 | 337 | 336 | |
2024 | 339 | 339 | |
2025 | 240 | 340 | |
Thereafter | 24 | 262 | |
Total lease payments | 1,753 | 1,915 | |
Less: Imputed interest | (668) | (729) | |
Operating lease liability | $ 1,085 | $ 1,186 | $ 1,304 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease cost | $ 168 | $ 34 | $ 311 | $ 307 |
Measurement of operating lease liabilities | 301 | 262 | ||
Short term lease cost | 91 | 86 | 174 | 199 |
Short term lease payments | 122 | $ 47 | 155 | 169 |
Other Liabilities [Member] | UNITED KINGDOM | ||||
Asset retirement obligation | 181 | 165 | 136 | |
Other Liabilities [Member] | SPAIN | ||||
Asset retirement obligation | $ 40 | $ 38 | $ 29 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses And Other Current Liablities | |||
Clinical trials accrued expenses | $ 3,936 | $ 231 | $ 2,561 |
Patents and other research accruals | 83 | 302 | 428 |
Payroll expenses | 196 | 149 | 122 |
Building and office expenses | 373 | 337 | 274 |
Professional and consultants’ expenses | 455 | 839 | 156 |
Tax expenses | 291 | 305 | 334 |
Deferred grant income | 57 | 82 | 52 |
Short-term finance lease | 5 | 14 | |
Other accrued expenses | 349 | 307 | 294 |
Accrued expenses and other current liabilities | $ 5,740 | $ 2,557 | $ 4,235 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANT ACTIVITY (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Beginning balance | 21,924,307 | |
Issuances | 11,850,000 | 22,000,000 |
Exercises | (31,859) | (75,693) |
Ending balance | 33,742,448 | 21,924,307 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Options, Beginning balance | 925,588 | 1,047,332 |
Weighted Average Exercise Price, Beginning balance | $ 0.0033 | $ 0.0033 |
Non-Vested Options, Beginning balance | 915,902 | 1,017,332 |
Weighted Average Grant date Fair Value, Beginning balance | $ 1.68 | $ 2.88 |
Non-Vested Options, Granted | 262,093 | 538,596 |
Weighted Average Exercise Price, Granted | $ 0.0033 | $ 0.0033 |
Weighted Average Grant date Fair Value, Granted | $ 0.96 | $ 1.16 |
Number of Options, Vested and exercised | ||
Weighted Average Exercise Price, Vested and exercised | $ 0.0033 | $ 0.0033 |
Non-Vested Options, Vested and exercised | (224,949) | (9,686) |
Weighted Average Grant date Fair Value, Vested and exercised | $ 1.49 | $ 11.18 |
Number of Options, Expired/cancelled | (702,625) | (660,340) |
Weighted Average Exercise Price, Expired/cancelled | $ 0.0033 | $ 0.0033 |
Non-Vested Options, Expired/cancelled | (702,625) | (660,340) |
Weighted Average Grant date Fair Value, Expired/cancelled | $ 1.47 | $ 3.01 |
Number of Options, Ending balance | 485,056 | 925,588 |
Weighted Average Exercise Price, Ending balance | $ 0.0033 | $ 0.0033 |
Non-Vested Options, Ending balance | 250,421 | 915,902 |
Weighted Average Grant date Fair Value, Ending balance | $ 1.20 | $ 1.68 |
Number of Options, Options exercisable | 234,635 | |
Weighted Average Exercise Price, Options exercisable | $ 0.0033 | |
Number of Options, Options vested | 234,635 | |
Weighted Average Exercise Price, Options vested | $ 0.0033 | |
Number of Options, Options expected to vest | 73,715 | |
Weighted Average Exercise Price, Options expected to vest | $ 0.0033 |
SCHEDULE OF WEIGHTED-AVERAGE AS
SCHEDULE OF WEIGHTED-AVERAGE ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD (Details) | Dec. 13, 2020 | Jul. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||||
Risk-free interest rate | 0.09% | 0.08% | 0.57% | 0.72% |
Expected volatility | 35.74% | 40.11% | 69.62% | 54.95% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 1 year 6 months 21 days | 9 months 7 days | 3 years | 3 years |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) £ / shares in Units, $ / shares in Units, £ in Millions | Apr. 15, 2021USD ($)shares | Apr. 15, 2021GBP (£)shares | Mar. 22, 2021USD ($)$ / sharesshares | Jul. 22, 2020shares | Jul. 08, 2020USD ($)$ / sharesshares | Jul. 08, 2020GBP (£)shares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Jul. 05, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)£ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)£ / shares | Dec. 31, 2018USD ($) | Mar. 22, 2021£ / sharesshares | Feb. 22, 2021 | Jul. 09, 2020$ / shares | Jul. 09, 2020£ / shares | Jul. 08, 2020£ / shares | Feb. 18, 2020£ / shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 2,000,000 | £ 1.4 | $ 9,700,000 | £ 7.7 | $ 28,600,000 | £ 22 | $ 24,800,000 | $ 23,129,000 | $ 33,014,000 | |||||||||||||
Payments of stock issuance costs | $ 9,000,000 | £ 7.1 | $ 27,200,000 | £ 20.9 | ||||||||||||||||||
Number of common stock issued | 1,300,000 | 1,300,000 | 31,000,000 | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | |||||||||||||||
Shares issued per share | (per share) | $ 0.44 | $ 0.65 | $ 0.44 | £ 35 | £ 35 | £ 50 | ||||||||||||||||
Warrant or Right, Reason for Issuance, Description | assumed 240,000 units to purchase the Company’s common stock and warrants | 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. | 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. | |||||||||||||||||||
Warrant exercise price per share | (per share) | $ 1.51 | $ 1.37 | £ 1.10 | 100 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 418,000 | 3,270,000 | $ 3,270,000 | |||||||||||||||||||
Share price of option | $ / shares | $ 0.96 | $ 1.16 | ||||||||||||||||||||
Number of shares vested | 224,949 | 9,686 | ||||||||||||||||||||
Stock based compensation expense | $ | $ 331,000 | $ 340,000 | $ 363,000 | |||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 67,000 | $ 344 | $ 344 | |||||||||||||||||||
Stock based compensation recognition, period | 11 months 12 days | 1 year 3 months 25 days | ||||||||||||||||||||
Representative units | 240,000 | |||||||||||||||||||||
[custom:UnitsDescription] | Each unit is for 8.28465 common shares and a warrant to purchase 3.76575 common share at a price of $1.39 per common share | |||||||||||||||||||||
Shares exercisable date | Aug. 28, 2023 | |||||||||||||||||||||
Options to purchase shares | 262,093 | 538,596 | ||||||||||||||||||||
L O A C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 25,000,000 | |||||||||||||||||||||
Payments of stock issuance costs | $ | $ 23,000,000 | |||||||||||||||||||||
Number of common stock issued | 16,400,000 | |||||||||||||||||||||
Shares issued per share | £ / shares | 1.10 | |||||||||||||||||||||
Warrant exercise price per share | (per share) | $ 1.51 | 1.10 | ||||||||||||||||||||
L O A C Shareholders [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 11,500,000 | |||||||||||||||||||||
Payments of stock issuance costs | $ | $ 7,700,000 | |||||||||||||||||||||
Shares issued per share | $ / shares | $ 1.51 | |||||||||||||||||||||
2015 Long Term Incentive Plan [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Intrinsic value | $ | $ 853,000 | $ 853,000 | $ 1,211,000 | $ 1,211,000 | ||||||||||||||||||
Percentage of common shares issued | 10.00% | 10.00% | ||||||||||||||||||||
Number of shares available for issuance | 538,596 | 12,661,738 | 12,661,738 | |||||||||||||||||||
Options vesting period | 3 years | |||||||||||||||||||||
Weighted average remaining contractual life, options outstanding | 8 years 2 months 26 days | |||||||||||||||||||||
Weighted average remaining contractual life, options vested | 7 years 14 days | |||||||||||||||||||||
Weighted average remaining contractual life, options expected to vest | 8 years 2 months 1 day | |||||||||||||||||||||
Share price of option | (per share) | $ 0.0033 | $ 0.0034 | $ 1.7626 | $ 1.29 | $ 1.3114 | $ 1 | ||||||||||||||||
Intrinsic value, options exercisable | $ | $ 413,000 | $ 413,000 | $ 13,000 | $ 13,000 | ||||||||||||||||||
Intrinsic value, options expected to vest | $ | 375,000 | $ 375,000 | 96,000 | $ 96,000 | ||||||||||||||||||
Number of shares vested | 166,667 | |||||||||||||||||||||
Stock based compensation expense | $ | $ 85,000 | $ 139,000 | $ 56,000 | $ 34,000 | ||||||||||||||||||
Fair value of options granted | $ | $ 626,000 | |||||||||||||||||||||
Number of shares available for issuance | 17,613,009 | |||||||||||||||||||||
Options to purchase shares | 417,088 | |||||||||||||||||||||
2015 Long Term Incentive Plan [Member] | Performance Shares [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of shares vested | 21,352 | 166,667 | ||||||||||||||||||||
2015 Long Term Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of shares vested | 74,074 | |||||||||||||||||||||
Vesting description | vest over an 18-month period | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock issued | 4,300,000 | |||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | 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. | 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. | ||||||||||||||||||||
Warrant exercise price per share | (per share) | $ 1.37 | £ 100 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||||||||||||||
Warrants to purchase common stock | 22 | |||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 1,037,000 | $ 3,270,000 | ||||||||||||||||||||
Intrinsic value | $ | $ 8,688,000 | |||||||||||||||||||||
Number of warrants issued | 22,000,000 | 22,000,000 | ||||||||||||||||||||
Warrant [Member] | L O A C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrant exercise price per share | (per share) | $ 1.53 | £ 1.10 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock issued | 16,300,000 | 17,685,012 | 44,000,000 | 65,898,400,000 | ||||||||||||||||||
Warrants to purchase common stock | 7,530,000 | 7,530,000 | ||||||||||||||||||||
Public Warrants [Member] | L O A C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 15,100,000 | 15,100,000 | ||||||||||||||||||||
Number of warrants issued | 4,000,000 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred revenue net of current portions | $ 2,500 | $ 2,500 | |||
Revenue recognized | 321 | $ 239 | 690 | $ 269 | |
Research and development costs | 848 | $ 278 | 1,345 | 215 | |
Deferred revenues, current | 1,141 | 1,318 | 538 | ||
Deferred revenues, non current | $ 180 | $ 306 | $ 1,720 | ||
M S D Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non-refundable upfront income | $ 2,500 | ||||
Equity investment | 5,000 | ||||
Total transaction price | 2,500 | ||||
M S D Agreement [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Option exercise incurred | $ 347,500 |
SCHEDULE OF CONTINGENT CONSIDER
SCHEDULE OF CONTINGENT CONSIDERATION (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning, balance | $ 2,961 |
Change in fair value | (2,967) |
Translation differences | 6 |
Ending, balance | |
Current Portion [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning, balance | 2,090 |
Change in fair value | (2,094) |
Translation differences | 4 |
Ending, balance | |
Long Term Portion [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning, balance | 871 |
Change in fair value | (873) |
Translation differences | 2 |
Ending, balance |
CONTINGENT CONSIDERATION (Detai
CONTINGENT CONSIDERATION (Details Narrative) $ / shares in Units, $ in Thousands, € in Millions | Aug. 23, 2020USD ($) | Aug. 23, 2017USD ($)$ / sharesshares | Aug. 23, 2017EUR (€)shares | Dec. 31, 2019USD ($) | Aug. 23, 2017£ / shares |
Technical Validation [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | shares | 635,692 | 635,692 | |||
Aggregate on value | $ 3,060 | € 2.6 | |||
Technical Validation [Member] | IBS Dysbiosis [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Share issued price per share | (per share) | $ 4.8095 | £ 3.7575 | |||
Clinical Validation [Member] | IBS Dysbiosis [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration | $ 2,094 | ||||
Business combination, step acquisition, equity interest | $ 873 | ||||
Regulatory Approval [Member] | IBS Dysbiosis [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Business combination, acquisition related costs | $ 0 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAX BENEFIT (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total loss before income tax | $ 19,118 | $ 14,765 | $ 30,508 | $ 30,333 | $ 32,601 |
UNITED KINGDOM | |||||
Total loss before income tax | 29,938 | 27,751 | 30,364 | ||
IRELAND | |||||
Total loss before income tax | 918 | 1,539 | 1,693 | ||
SPAIN | |||||
Total loss before income tax | (340) | 1,043 | 544 | ||
UNITED STATES | |||||
Total loss before income tax | $ (8) |
SCHEDULE OF EFFECTIVE TAX RATES
SCHEDULE OF EFFECTIVE TAX RATES RECONCILIATION (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Loss before income taxes | $ (30,508) | $ (30,333) | $ (32,601) | ||
Expected tax benefit | $ (5,797) | $ (5,763) | $ (6,087) | ||
Expected tax benefit | (19.00%) | (19.00%) | (18.70%) | ||
Costs included in R&D tax credit | $ 2,255 | $ 4,070 | |||
Costs included in R&D tax credit | 7.40% | 13.40% | 0.00% | ||
Non-taxable income | $ (846) | $ (1,299) | |||
Non-taxable income | (2.80%) | (4.30%) | 0.00% | ||
Foreign tax differential | $ (248) | $ 69 | $ 4 | ||
Foreign tax differential | (0.80%) | 0.20% | 0.00% | ||
Change in valuation allowance | $ 4,504 | $ 3,111 | $ 6,057 | ||
Change in valuation allowance | 14.80% | 10.30% | 18.60% | ||
Other | $ 119 | $ (188) | $ 26 | ||
Other | 0.40% | (0.60%) | (0.10%) | ||
Income tax benefit | $ 11 | $ (13) | |||
Income tax benefit | 0.00% | 0.00% | 0.00% |
SCHEDULE OF INCOME TAX BENEFIT
SCHEDULE OF INCOME TAX BENEFIT (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Current tax expense | $ 2 | ||||
Deferred tax benefit | (15) | ||||
Income tax benefit | $ 11 | $ (13) |
SCHEDULE OF DEFERRED TAX LIABIL
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) |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Translation differences | $ (12) | $ 273 | $ 358 |
Total Research and development tax credit | 7,196 | 5,041 | 7,296 |
Research and development tax credits receivable | (6,948) | (4,799) | (7,049) |
Research and development tax credits receivable | 248 | 242 | 247 |
UK Research and Development Tax Credits [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit | 6,723 | 4,315 | 6,565 |
Revenue Commissioners, Ireland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit | $ 485 | $ 453 | $ 373 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Tax Credits [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Other Income | $ 2,126 | $ 2,478 | $ 4,457 | $ 6,840 |
UNITED STATES | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Income tax rate | 30.00% | |||
UNITED KINGDOM | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Income tax rate | 19.00% | |||
Net operating loss | $ 83,852 | |||
Other Jurisdictions [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Income tax rate | 19.00% | 19.00% | ||
Other Jurisdictions [Member] | Minimum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Income tax rate | 12.50% | |||
Other Jurisdictions [Member] | Maximum [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Income tax rate | 25.00% | |||
SPAIN | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Net operating loss | $ 1,007 | |||
IRELAND | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Net operating loss | $ 6,124 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | Apr. 15, 2021 | Mar. 22, 2021 | Jul. 08, 2020 | Feb. 18, 2020 | Mar. 31, 2021 | Feb. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||||||
Number of shares purchased | 1,300,000 | 31,000,000 | 21,898,400 | 44,000,000 | |||||||
Lease liability | $ 1,085 | $ 1,186 | $ 1,304 | ||||||||
Biomar Microbial Technologies [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Service charge | 25 | $ 16 | 41 | 35 | $ 44 | ||||||
Due from related party | 4 | 54 | |||||||||
Due to related party | 44 | ||||||||||
Due to related party for outstanding invoices | 17 | ||||||||||
Due to related party for remaining lease payments | 354 | ||||||||||
Lease liability | 367 | ||||||||||
Antonio Fernandez [Member] | Biomar Microbial Technologies [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rent and building service costs | $ 72 | $ 67 | $ 153 | $ 51 | $ 24 | ||||||
Merck Sharp & Dohme Corp [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares purchased | 654,023 | 7,661,000 | |||||||||
Ownership percentage | 4.60% | 580.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) £ / shares in Units, $ / shares in Units, £ in Thousands, € in Millions | Jul. 29, 2021USD ($)$ / sharesshares | Apr. 15, 2021USD ($)shares | Apr. 15, 2021GBP (£)shares | Mar. 22, 2021USD ($)$ / sharesshares | Mar. 22, 2021GBP (£)shares | Mar. 18, 2021USD ($)$ / sharesshares | Mar. 17, 2021USD ($)shares | Mar. 17, 2021GBP (£)shares | Jul. 08, 2020USD ($)$ / sharesshares | Jul. 08, 2020GBP (£)shares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 18, 2020GBP (£)shares | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021GBP (£) | Mar. 31, 2021EUR (€) | Mar. 22, 2021£ / shares | Mar. 18, 2021£ / shares | Jul. 09, 2020$ / shares | Jul. 09, 2020£ / shares | Jul. 08, 2020£ / shares | Feb. 18, 2020£ / sharesshares |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued price per share | (per share) | $ 0.44 | $ 0.65 | $ 0.44 | £ 35 | £ 35 | £ 50 | ||||||||||||||||||||
Warrants exercise price | (per share) | $ 1.51 | $ 1.37 | £ 1.10 | £ 100 | ||||||||||||||||||||||
Proceeds from issuance of stock | $ 2,000,000 | £ 1,400 | $ 9,700,000 | £ 7,700 | $ 28,600,000 | £ 22,000 | $ 24,800,000 | $ 23,129,000 | $ 33,014,000 | |||||||||||||||||
Number of common stock issued | 1,300,000 | 1,300,000 | 31,000,000 | 31,000,000 | 21,898,400 | 21,898,400 | 44,000,000 | 44,000,000 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase shares | 22 | 22 | ||||||||||||||||||||||||
Warrants exercise price | (per share) | $ 1.37 | £ 100 | ||||||||||||||||||||||||
Number of common stock issued | 4,300,000 | 4,300,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Overdraft facility | $ 1,200,000 | £ 860 | € 1 | |||||||||||||||||||||||
Interest rate | 8.25% | 2.35% | 2.35% | 2.35% | ||||||||||||||||||||||
Debt term | 3 years | |||||||||||||||||||||||||
Subsequent Event [Member] | Longevity Acquisition Corporation [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued price per share | (per share) | $ 1.53 | £ 1.10 | ||||||||||||||||||||||||
Ownership percentage | 13.10% | 13.10% | ||||||||||||||||||||||||
Proceeds from issuance of stock | $ 25,000,000 | £ 18,000 | ||||||||||||||||||||||||
Number of common stock issued | 16,367,332 | 16,367,332 | ||||||||||||||||||||||||
Subsequent Event [Member] | Director [Member] | Longevity Acquisition Corporation [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Shares issued price per share | £ / shares | £ 1.10 | |||||||||||||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 7.5315 | |||||||||||||||||||||||||
Redemption per share | $ / shares | $ 11 | |||||||||||||||||||||||||
Number of stock redeemed, value | $ | $ 3,000 | |||||||||||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||||||||||||
Cash in hand | $ | $ 14,800,000 | |||||||||||||||||||||||||
Cash in hand net of costs and payment of liabilities | $ | $ 11,600,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Bank [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 2,750,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Shareholders and Buyers [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 28,298,192 | |||||||||||||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Longevity Acquisition Company [Member] | Shareholders and Buyers [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 16,268,040 | |||||||||||||||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Financial backing | $ | $ 14,700,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Buyers [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Number of stock issued | 700,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 200,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 1,000,000 | |||||||||||||||||||||||||
Warrants to purchase shares | 7,530,000 | |||||||||||||||||||||||||
Warrants exercise price | (per share) | $ 0.35 | £ 0.25 | ||||||||||||||||||||||||
Subsequent Event [Member] | Backstop Agreement [Member] | Longevity Acquisition Company [Member] | Sponsor [Member] | Equity Option [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of stock issued | 400,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Proceeds from issuance of stock | $ 25,000,000 | £ 18,000 | ||||||||||||||||||||||||
Net proceeds from private placement | $ 23,500,000 | £ 16,870 | ||||||||||||||||||||||||
Number of common stock issued | 16,367,332 | 16,367,332 | ||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase shares | 212,568 | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.18 | |||||||||||||||||||||||||
Loan maturity date | Jul. 1, 2026 | |||||||||||||||||||||||||
Aggregate principal amount | $ | $ 30,000,000 | |||||||||||||||||||||||||
Interest rate, description | The term loans accrue interest at a per annum rate equal to the sum of (i) the greater of (A) the 30 day U.S. Dollar LIBOR reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue and (B) 0.10% and (ii) 8.15%. | |||||||||||||||||||||||||
Debt payment description | The Company will be required to make a final payment fee of 6.00% or, if the interest only period is extended following the achievement of certain milestones, 6.50%, of the amount of the term loan drawn. The final payment fee is payable on the earlier of (i) the prepayment of the term loan, (ii) the acceleration of the term loan, or (iii) the maturity date. At the Company’s option, the Company may elect to prepay the loans subject to a prepayment fee equal to the following percentage of the principal amount being prepaid: 3% if a term loan is prepaid during the first 12 months following the date of borrowing, 2% if a term loan is prepaid after 12 months but prior to 24 months following the date of borrowing, and 1% if a term loan is prepaid any time after 24 months following the borrowing date but prior to the maturity date. | |||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Available And Borrowed [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Term loan | $ | $ 12,500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Achievement Of Milestone [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Term loan | $ | 7,500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Discretion Of Lenders [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Term loan | $ | $ 10,000,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Warrant liability | $ 10,109 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Warrant liability | |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Warrant liability | |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Warrant liability | $ 10,109 |
RECAPITALIZATION (Details Narra
RECAPITALIZATION (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 22, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 22, 2021£ / shares | Feb. 18, 2020$ / shares | Feb. 18, 2020£ / shares |
Cash and Cash Equivalents, at Carrying Value | $ | $ 28,632 | $ 11,990 | $ 5,031 | ||||||
Assets | $ | 66,458 | $ 49,099 | 40,826 | ||||||
Warrants exercisable | 234,635 | ||||||||
Exercise price of warrants | (per share) | $ 1.51 | £ 1.10 | $ 1.37 | £ 100 | |||||
Representative units | 240,000 | ||||||||
Shares exercisable date | Aug. 28, 2023 | ||||||||
Fair Value Adjustment of Warrants | $ | $ 1,698 | (4,531) | $ (2,967) | $ 465 | |||||
Loss on issuance of securities in recapitalization transaction | $ | $ 6,905 | ||||||||
L O A C Advisor [Member] | |||||||||
Representative units | 240,000 | ||||||||
Shares exercisable date | Aug. 28, 2023 | ||||||||
Warrants description | exercisable at $11.50 per unit or $1.39 per common shares of the Company. Each unit can be exercised for both 8.28465 common shares, exercising into 1,988,316 common shares of the Company and a warrant to purchase 3.76575 common shares at an exercise price of $1.53 per common share into 903,870 common shares of the Company. | ||||||||
Investors [Member] | |||||||||
Warrants issued | 7,530,000 | ||||||||
Backstop Warrants [Member] | |||||||||
Exercise price of warrants | $ / shares | $ 0.0034 | ||||||||
Fair Value Adjustment of Warrants | $ | $ 12,854 | ||||||||
Public Warrant [Member] | |||||||||
Warrants issued | 4,000,000 | ||||||||
Warrant term | 5 years | ||||||||
Warrants exercisable | 15,063,000 | ||||||||
Exercise price of warrants | $ / shares | $ 1.53 | ||||||||
Private Warrant [Member] | |||||||||
Warrants issued | 320,000 | ||||||||
Warrant term | 5 years | ||||||||
Warrants exercisable | 1,205,040 | ||||||||
Exercise price of warrants | $ / shares | $ 1.53 | ||||||||
Common Stock [Member] | |||||||||
Warrants issued | 7,530,000 | ||||||||
L O A C [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 7.5315 | ||||||||
Cash and Cash Equivalents, at Carrying Value | $ | $ 11,500 | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||
Exercise price of warrants | (per share) | $ 1.51 | £ 1.10 | |||||||
L O A C [Member] | L O A C Shareholders And Associated Investors [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 31,048,192 | ||||||||
L O A C [Member] | Backstop Warrants [Member] | |||||||||
Assets | $ | $ 11,543 | ||||||||
Debt Issuance Costs, Net | $ | $ 16,683 |
SCHEDULE OF RESEARCH AND DEVE_2
SCHEDULE OF RESEARCH AND DEVELOPMENT TAX CREDITS RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Translation differences | $ (12) | $ 273 | $ 358 |
Total | 7,196 | 5,041 | 7,296 |
Less: current portion | (6,948) | (4,799) | (7,049) |
Research and development tax credits receivable, net | 248 | 242 | 247 |
UK Research and Development Tax Credits [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit | 6,723 | 4,315 | 6,565 |
Revenue Commissioners, Ireland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit | $ 485 | $ 453 | $ 373 |
RESEARCH AND DEVELOPMENT TAX _3
RESEARCH AND DEVELOPMENT TAX CREDIT RECIEVABLES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Tax Credits [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Other Income | $ 2,126 | $ 2,478 | $ 4,457 | $ 6,840 |
SCHEDULE OF FAIR VALUE MEASUR_2
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - $ / shares | Jun. 30, 2021 | Mar. 22, 2021 | Feb. 18, 2020 |
Warrant term | 5 years | ||
Backstop Warrants [Member] | |||
Number of shares underlying the warrants | 7,530,000 | 7,530,000 | |
Number of shares underlying the warrants | $ 1.36 | $ 1.93 | |
Backstop Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Number of shares underlying the warrants | 85.00% | 85.00% | |
Backstop Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Number of shares underlying the warrants | 0.87% | 0.87% | |
Backstop Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Number of shares underlying the warrants | 0.00% | 0.00% | |
Backstop Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrant term | 4 years 8 months 23 days | 5 years | |
Private Warrants [Member] | |||
Number of shares underlying the warrants | 1,205,040 | 1,205,040 | |
Number of shares underlying the warrants | $ 1.36 | $ 1.93 | |
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Number of shares underlying the warrants | 92.20% | 90.20% | |
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Number of shares underlying the warrants | 0.82% | 0.86% | |
Private Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Number of shares underlying the warrants | 0.00% | 0.00% | |
Private Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrant term | 4 years 8 months 23 days | 5 years |
SCHEDULE OF FAIR VALUE MEASUR_3
SCHEDULE OF FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Warrant Outstanding | |
Initial Measurements | 14,552 |
Decrease in Fair Value | (4,531) |
Translation differences | 88 |
Warrants and Rights Outstanding | 10,109 |
Backstop Warrants [Member] | |
Warrant Outstanding | |
Initial Measurements | 12,854 |
Decrease in Fair Value | (3,919) |
Translation differences | 77 |
Warrants and Rights Outstanding | 9,012 |
Private Warrants [Member] | |
Warrant Outstanding | |
Initial Measurements | 1,698 |
Decrease in Fair Value | (612) |
Translation differences | 11 |
Warrants and Rights Outstanding | $ 1,097 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Backstop Warrants [Member] | |
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option | $ 3,919 |
Private Warrants [Member] | |
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option | $ 612 |
SCHEDULE OF OPERATING LEASE MAT
SCHEDULE OF OPERATING LEASE MATURITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
Remaining 2021 | $ 159 | ||
2022 | 319 | $ 318 | |
2022 | 335 | 320 | |
2024 | 337 | 336 | |
2025 | 339 | 339 | |
2026 | 240 | 340 | |
Thereafter | 24 | 262 | |
Total lease payments | 1,753 | 1,915 | |
Less: Imputed interest | (668) | (729) | |
Total lease liabilities | $ 1,085 | $ 1,186 | $ 1,304 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||||
Weighted average discount rate, percent | 13.60% | 13.60% | 13.60% | 13.60% |
Operating lease cost | $ 168 | $ 34 | $ 311 | $ 307 |
Cash paid for operating lease | $ 160 | 146 | ||
Weighted average remaining lease term | 5 years 6 months | 6 years | 7 years | |
Short term lease cost | $ 91 | 86 | $ 174 | $ 199 |
Short term lease payments | 122 | $ 47 | 155 | 169 |
Other Liabilities [Member] | UNITED KINGDOM | ||||
Loss Contingencies [Line Items] | ||||
Asset retirement obligation | 181 | 165 | 136 | |
Other Liabilities [Member] | SPAIN | ||||
Loss Contingencies [Line Items] | ||||
Asset retirement obligation | $ 40 | $ 38 | $ 29 |