Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Achilles Therapeutics plc |
Entity Central Index Key | 0001830749 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Entity Common Stock, Shares Outstanding | 41,082,948 |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity File Number | 001-40299 |
Entity Incorporation, State or Country Code | X0 |
Entity Address, Address Line One | 245 Hammersmith Road |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | W6 8PW |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | U.S. GAAP |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Auditor Name | KPMG, LLP |
Auditor Location | Reading, United Kingdom |
Auditor Firm ID | 1118 |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | Daniel C.C. Hood |
Entity Address, Address Line One | 245 Hammersmith Road |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | W6 8PW |
City Area Code | +44 |
Local Phone Number | (0)20 8154 4600 |
Contact Personnel Email Address | legal@achillestx.com |
American Depository Shares | |
Document Information [Line Items] | |
Trading Symbol | ACHL |
Title of 12(b) Security | American Depositary Shares, each representing one ordinary share, nominal value of £0.001 per share |
Security Exchange Name | NASDAQ |
Ordinary Shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Ordinary shares, nominal value £0.001 per share |
Security Exchange Name | NASDAQ |
No Trading Symbol Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 131,539 | $ 173,338 |
Prepaid expenses and other current assets | 14,094 | 23,242 |
Total current assets | 145,633 | 196,580 |
Non-current assets: | ||
Property and equipment, net | 9,171 | 12,399 |
Operating lease right of use assets | 4,372 | 8,081 |
Deferred tax assets | 41 | 251 |
Restricted cash | 33 | 33 |
Other assets | 2,206 | 3,014 |
Total non-current assets | 15,823 | 23,778 |
TOTAL ASSETS | 161,456 | 220,358 |
Current liabilities: | ||
Accounts payable | 5,629 | 5,187 |
Income taxes payable | 326 | |
Accrued expenses and other liabilities | 7,828 | 8,292 |
Operating lease liabilities—current | 3,539 | 4,188 |
Total current liabilities | 16,996 | 17,993 |
Non-current liabilities: | ||
Operating lease liabilities-non-current | 1,076 | 4,388 |
Other long-term liability | 1,015 | 933 |
Total non-current liabilities | 2,091 | 5,321 |
Total liabilities | 19,087 | 23,314 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity: | ||
Ordinary shares, pound 0.001 par value; 41,082,948 and 40,932,727 shares authorized, issued and outstanding at December 31,2023 and 2022, respectively | 54 | 54 |
Deferred shares, pound 92,451.851 par value, one share authorized, issued and outstanding at December 31, 2023 and 2022 | 128 | 128 |
Additional paid in capital | 415,210 | 408,844 |
Accumulated other comprehensive income | (13,071) | (21,695) |
Accumulated deficit | (259,952) | (190,287) |
Total shareholders’ equity | 142,369 | 197,044 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 161,456 | $ 220,358 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2023 £ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 £ / shares shares | Dec. 31, 2022 $ / shares shares |
Ordinary shares, par value | (per share) | £ 0.001 | $ 0.001 | £ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 41,082,948 | 41,082,948 | 40,932,727 | 40,932,727 |
Ordinary shares, shares issued | 41,082,948 | 41,082,948 | 40,932,727 | 40,932,727 |
Ordinary shares, shares outstanding | 41,082,948 | 41,082,948 | 40,932,727 | 40,932,727 |
Deferred shares, par value | £ / shares | £ 92,451.851 | £ 92,451.851 | ||
Deferred shares, shares authorized | 1 | 1 | 1 | 1 |
Deferred shares, shares issued | 1 | 1 | 1 | 1 |
Deferred shares, shares outstanding | 1 | 1 | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES: | |||
Research and development | $ 58,246 | $ 57,263 | $ 42,224 |
General and administrative | 17,009 | 21,120 | 21,971 |
Total operating expenses | 75,255 | 78,383 | 64,195 |
Loss from operations | (75,255) | (78,383) | (64,195) |
OTHER INCOME (EXPENSE), NET: | |||
Other income (expense) | 6,081 | 7,318 | 3,133 |
Total other income (expense), net | 6,081 | 7,318 | 3,133 |
Loss before provision for income taxes | (69,174) | (71,065) | (61,062) |
Provision for income taxes | (491) | (111) | (37) |
Net loss | (69,665) | (71,176) | (61,099) |
Other comprehensive income: | |||
Foreign exchange translation adjustment | 8,624 | (28,331) | (5,686) |
Comprehensive loss | $ (61,041) | $ (99,507) | $ (66,785) |
Net loss per share attributable to ordinary shareholders-basic | $ (1.74) | $ (1.82) | $ (2.13) |
Net loss per share attributable to ordinary shareholders-diluted | $ (1.74) | $ (1.82) | $ (2.13) |
Weighted average ordinary shares outstanding-basic | 39,973,059 | 39,139,693 | 28,654,760 |
Weighted average ordinary shares outstanding-diluted | 39,973,059 | 39,139,693 | 28,654,760 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Deferred Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Series A Convertible Preferred Shares | Series B Convertible Preferred Shares | Series C Convertible Preferred Shares |
Beginning balance at Dec. 31, 2020 | $ 189,372 | $ 6 | $ 234,922 | $ 12,322 | $ (58,012) | ||||
Beginning balance, shares at Dec. 31, 2020 | 28,250,000 | 52,192,070 | 24,412,603 | ||||||
Beginning balance at Dec. 31, 2020 | $ 36 | $ 66 | $ 32 | ||||||
Beginning balance, shares at Dec. 31, 2020 | 4,389,920 | 30,521 | |||||||
Conversion of ordinary shares into deferred shares, share | (18,262) | 78,537 | |||||||
Effect of corporate reorganization including conversion of preferred share to ordinary share | $ 34 | $ 128 | (28) | ||||||
Effect of Corporate Reorganization including Conversion of Preferred Share to Ordinary Share, shares | (28,250,000) | (52,192,070) | (24,412,603) | ||||||
Effect of corporate reorganization including conversion of preferred share to ordinary share | $ (36) | $ (66) | $ (32) | ||||||
Effect of Corporate Reorganization including Conversion of Preferred Share to Ordinary Share, shares | 26,481,831 | (109,057) | |||||||
Issuance of ordinary shares (Note 7) | 160,624 | $ 14 | 160,610 | ||||||
Issuance of ordinary shares (Note 7), shares | 9,750,000 | ||||||||
Share-based compensation expense | 6,317 | 6,317 | |||||||
Unrealized loss (gain) on foreign currency translation | (5,686) | (5,686) | |||||||
Net loss | (61,099) | (61,099) | |||||||
Ending balance at Dec. 31, 2021 | 289,528 | $ 54 | $ 128 | 401,821 | 6,636 | (119,111) | |||
Ending balance, shares at Dec. 31, 2021 | 40,603,489 | 1 | |||||||
Conversion of ordinary shares into deferred shares, share | 334,781 | ||||||||
Share-based compensation expense | 7,022 | 7,022 | |||||||
Unrealized loss (gain) on foreign currency translation | (28,331) | (28,331) | |||||||
Issuance of ordinary shares under employee share purchase plan | 1 | 1 | |||||||
Issuance of ordinary shares under employee share purchase plan, shares | 493 | ||||||||
Forfeiture of ordinary shares, shares | (6,036) | ||||||||
Net loss | (71,176) | (71,176) | |||||||
Ending balance at Dec. 31, 2022 | 197,044 | $ 54 | $ 128 | 408,844 | (21,695) | (190,287) | |||
Ending balance, shares at Dec. 31, 2022 | 40,932,727 | 1 | |||||||
Issuance of ordinary shares (Note 7), shares | 312,606 | ||||||||
Share-based compensation expense | 6,357 | 6,357 | |||||||
Unrealized loss (gain) on foreign currency translation | 8,624 | 8,624 | |||||||
Issuance of ordinary shares under employee share purchase plan | 9 | 9 | |||||||
Issuance of ordinary shares under employee share purchase plan, shares | 12,210 | ||||||||
Forfeiture of ordinary shares, shares | (174,595) | ||||||||
Net loss | (69,665) | (69,665) | |||||||
Ending balance at Dec. 31, 2023 | $ 142,369 | $ 54 | $ 128 | $ 415,210 | $ (13,071) | $ (259,952) | |||
Ending balance, shares at Dec. 31, 2023 | 0 | ||||||||
Ending balance, shares at Dec. 31, 2023 | 41,082,948 | 1 |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (69,665) | $ (71,176) | $ (61,099) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 4,713 | 3,690 | 3,288 |
Loss on disposal of property and equipment | 2 | (10) | 156 |
Gain on termination of operating lease | (45) | ||
Loss on impairment | 16 | 7,446 | |
Changes in right of use assets and operating lease liabilities, net | (231) | (601) | (18) |
Non-cash loss on foreign currency remeasurement | (5) | 50 | 3 |
Non-cash share-based compensation | 6,357 | 7,022 | 6,317 |
Changes in operating assets and liabilities | |||
Prepaid expenses and other current assets | 10,109 | (6,845) | (9,771) |
Accounts payable | 257 | 1,907 | (2,572) |
Income taxes payable | (326) | 326 | (7) |
Accrued expenses and other liabilities | (801) | (1,114) | 4,937 |
Other long-term liability | 33 | 321 | 47 |
Deferred tax assets | 210 | (225) | (22) |
Other assets | 927 | (326) | (543) |
Net cash used in operating activities | (48,449) | (59,535) | (59,284) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (1,100) | (7,512) | (7,634) |
Net cash used in investing activities | (1,100) | (7,512) | (7,634) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from the issuance of shares | 9 | 1 | |
Issuance of ADRs in initial public offering, net of issuance costs under the employee share purchase plan | 160,755 | ||
Net cash provided by financing activities | 9 | 1 | 160,755 |
Effect of exchange rate changes on cash equivalents and restricted cash | 7,741 | (25,935) | (5,334) |
Net (decrease) increase in cash | (41,799) | (92,981) | 88,503 |
Cash, cash equivalents and restricted cash, beginning of year | 173,371 | 266,352 | 177,849 |
Cash, cash equivalents and restricted cash, end of year | 131,572 | 173,371 | 266,352 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Right of use assets obtained in exchange for new operating lease liabilities | 2,108 | 2,111 | 314 |
Right of use assets terminated in exchange for operating lease liabilities, net | (1,916) | ||
Property and equipment purchases in accrued expenses | 540 | 649 | 726 |
Cash paid for income taxes | 626 | 76 | 8 |
Cash and cash equivalents | 131,539 | 173,338 | 266,319 |
Restricted cash | $ 33 | $ 33 | $ 33 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the business Achilles Therapeutics plc (formerly Achilles TX Limited) and subsidiaries, or the Company, is a biopharmaceutical company developing AI-powered precision T cell therapies targeting clonal neoantigens to treat solid tumors. The Company is focused on advancing immuno-oncology therapeutics by exploiting its pioneering work in the field of tumor evolution and clonal neoantigens. The Company is a public limited company originally incorporated pursuant to the laws of England and Wales in November 2020 as a private limited company named Achilles TX Limited, with nominal assets and liabilities, for the purposes of becoming the ultimate holding company for Achilles Therapeutics UK Limited (formerly Achilles Therapeutics Limited). Achilles Therapeutics UK Limited was incorporated in May 2016 under the laws of England and Wales and its registered office and principal place of business is currently 245 Hammersmith Road, London W6 8PW. Achilles TX Limited and Achilles Therapeutics Holdings Limited (a wholly owned direct subsidiary of Achilles TX Limited formed in November 2020 for the purpose of becoming the direct holding company of Achilles Therapeutics UK Limited and Achilles Therapeutics US, Inc.) have not conducted any operations prior to the corporate reorganization other than activities incidental to their formation. The Company has devoted its efforts principally to research and development since formation. The Company has not yet completed product development, filed for or obtained regulatory approvals for any products, nor verified the market acceptance and demand for such products. As a result, the Company is subject to risks that are common to emerging companies in the biotech industry, including the uncertainties of the product discovery and development process, dependence on key individuals, development of the same or similar technological innovations by the Company’s competitors, protection of proprietary technology, compliance with government regulations and approval requirements, the Company’s ability to access capital and uncertainty of market acceptance of products. Going concern In accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically been loss making and anticipates that it will continue to incur losses for the foreseeable future and had an accumulated deficit of $ 260.0 million as of December 31, 2023. The Company has funded these losses principally through the issuance of ordinary and preferred shares. The Company expects to continue to incur operating losses and negative cash outflows until such time as it generates a level of revenue that is sufficient to support its cost structure. The Company continues to assess the impact of the disruption of global financial markets, including as a result of global health concerns or pandemics, global economic uncertainty and geo-political events, including the war between Russia and Ukraine and the unrest in the Middle East resulting from the Israel-Hamas war and other global macroeconomic factors such as inflation, increases in commodity prices, energy and fuel prices, credit and capital markets instability and supply chain interruptions could reduce our ability to access capital, which could, in the future, negatively affect our business and the value of our common shares. Geopolitical events, including the ongoing conflict between Russia and Ukraine and the unrest in the Middle East resulting from the Israel-Hamas war, have created global economic uncertainty. This has led to significant increases in commodity prices, energy and fuel prices, credit and capital market instability and supply chain interruptions which have led to increasing inflation. This may in turn adversely impact the Company’s ability to deliver its goals. As of December 31, 2023, the Company had cash and cash equivalents of $ 131.5 million. The Directors have reviewed the financial projections of the Company for the 12 months subsequent to the date of issuance of these financial statements including consideration of severe but plausible scenarios that may affect the Company in that period. These show that the Company will be able to pay (or otherwise discharge) its debts as they fall due immediately following the date of signing of this Balance Sheet and for the period considered by the forecast. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and settlement of liabilities and commitments as they fall due in the ordinary course of business for at least 12 months from the date of issuance of the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or U.S. GAAP and are presented in U.S. dollars. All significant inter–company accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of share options granted and incremental borrowing rate for leases. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates in a single segment, focusing on researching, developing and commercializing potentially novel cancer immunotherapies targeting clonal neoantigens. Consistent with its operational structure, its chief operating decision maker, the Company’s chief executive officer, views and manages the Company’s operations and manages its business as a single operating segment. The majority of long-lived assets of the Company reside in the UK. Foreign currency translation The functional currency of the Company is pound sterling which is its local currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income/expense, net in the Consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange losses of $ 1.0 million and foreign exchange gains of $ 3.8 million and $ 2.5 million for the years ended December 31, 2022 and 2021, respectively. For financial reporting purposes, the financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to accumulated other comprehensive (loss)/income, a component of shareholders’ equity. Cash and cash equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. In connection with a lease, the Company maintains a required minimum balance, currently less than $ 0.1 million in connection with a letter of credit issued for the benefit of the landlord for its commercial facility used as a security deposit for the lease. The total amount is classified as Restricted Cash and has been classified as a non-current asset in the Consolidated Balance Sheets. Fair value of financial instruments The carrying values of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and certain accruals approximate their fair value due to their short-term nature. The Company has a money-market fund that is measured under the fair value hierarchy as Level 1 as there are quoted prices in active markets for identical assets. See Note 3, Fair Value of Financial Instruments. Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk consist solely of cash and cash equivalents. The Company maintains cash balances in excess of amounts insured by the UK Government Financial Services Compensation Scheme in the UK. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated useful life Lab equipment 5 years Fixture and fittings 5 years Office equipment and computers 3 years Leasehold improvements Shorter of useful life or remaining lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Assets under construction are not depreciated until the asset is available and ready for use. Impairment loss The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. For the year ended December 31, 2022, the Company recognized an impairment loss of $ 6.7 million in assets under construction primarily related to costs associated with the detailed design of a flexible GMP modular facility in West London. Following a review of manufacturing plans , the Company had mothballed the construction of the facility and project in 2022 and terminated the West London lease in October 2023. See Note 9, "Leases," for further details. In addition, the Company recognized an impairment loss of $ 0.5 million related to discontinued software implementation costs in the year ended December 31, 2022. The Company recognized an impairment loss of less than $ 0.1 million in the years ended December 31, 2023 and 2021. These impairment losses were recorded within research and development in the Company's Consolidated Statements of Operations and Comprehensive Loss. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, non-cash share-based compensation and benefits, depreciation expense, travel, third-party license fees, and external costs of outside vendors engaged to conduct clinical development activities, clinical trials, cost to manufacture clinical trial materials and net of tax credits associated with research and development activities. Acquired in-process research and development (IPR&D) assets that are used for research and development and have no future alternative use are expensed as incurred in-process research and development. Research contract costs and accruals The Company has entered into various research and development-related contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Accruals for research and development expenses typically include fees paid to vendors in conjunction with preclinical development activities, CROs and investigative sites in connection with preclinical and clinical activities and costs to manufacture clinical trial materials in connection with the manufacturing of drug formulations for use in preclinical and clinical activities. When estimating accruals for research and development expenses as of each balance sheet date, the Company analyzes progress of the preclinical activities or clinical trials, including the phase or completion of services performed relative to invoices received and contracted costs. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates of research and development expenses have not been materially different from the actual costs. Asset Retirement and Environmental Obligations Pursuant to ASC 410, Asset Retirement and Environmental Obligations, an asset retirement obligation (“ARO” or “AROs”) is recorded when there is a legal obligation associated with the retirement of a tangible long-lived asset and the fair value of the liability can reasonably be estimated. Upon initial recognition, AROs are recorded as a liability at their estimated present value, with an offsetting increase to the carrying amount of the long-lived asset. Over time, the liabilities are accreted for the change in their present value through charges to operations costs. If the fair value of the estimated ARO changes, an adjustment is recorded to both the ARO and the asset retirement cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing of settling ARO liabilities. Total ARO consists of amounts for decommissioning and restoration of rented facilities to be performed in the future. The Company computes the liability for AROs based on assumptions from third-party estimates of the total restoration costs, adjusted for inflation. These values are discounted to present value using our credit adjusted incremental borrowing rate of the related rental facility and recorded ARO in other long-term liabilities. Periodic accretion of the discount on the ARO is recorded as part of accretion expense. Share-based compensation The Company recognizes compensation expense for equity awards based on the grant date fair value of the award, which may include share options and restricted ordinary shares. For equity awards that vest based on a service condition, the share-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur. For equity awards with performance conditions, the Company recognizes share-based compensation expense using a straight-line basis over the requisite service commitments period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. The Company uses the fair value of its ordinary shares to determine the fair value of Employee Shares, C ordinary shares and K ordinary shares awarded to employees and directors. Stock-based awards granted to nonemployees are accounted for in the same manner as awards granted to employees and directors as described above. The adoption of this new guidance did not have a material impact on the Company’s financial statements. There have been no performance conditions attached to the share options granted by the Company to date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 8, “Share-based compensation,” for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility. As Achilles became a listed, public company in April 2021, the Company has limited company-specific historical and implied volatility information for its ordinary shares. Therefore, it estimates its expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options as there is a limited trading history of our ordinary shares. Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Given the absence of an active market for the Company’s ordinary shares prior to the IPO, the Company estimated the fair value of its ordinary shares with input from an independent third-party valuation specialist firm in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). The Company’s valuations of ordinary shares were prepared using either a market approach based on precedent transactions in the ordinary and preferred shares or a market adjusted equity value method to estimate the Company’s total equity value, and using an option-pricing backsolve method (“OPM”) to allocate the equity value to each class of the Company’s securities. In some cases, the Company determined that there were no significant events occurring between a prior valuation date and a subsequent grant. As such, in these cases the Company used the most recent share price valuation as an input to the determination of share-based compensation. After IPO, the fair value of ordinary shares is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the date of grant. The OPM backsolve method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares and preferred shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of ordinary shares has value only if the funds available for distribution to shareholders exceeded the value of the preferred share liquidation preferences at the time of the liquidity event. Key inputs into the OPM backsolve calculation included the valuation of equity, probability weighted expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total per share value to arrive at an estimate of the total fair value of an ordinary share on a non-marketable basis. Leases Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), as amended, using the modified retrospective method and utilizing the effective date as its date of initial application, with prior periods presented in accordance with previous guidance under ASC 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and to allocate all the contract consideration to the lease component only. All the Company’s leases are classified as operating leases. Lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts has not been readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. As the Company does not have a rating agency-based credit rating, quotes were obtained from lenders to establish an estimated secured rate to borrow based on Company and market-based factors as of the respective lease measurement dates. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes the non-cancelable lease term in its assessment of a lease arrangement unless there is an option to extend the lease that is reasonably certain of exercise. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within research and development and general and administrative expenses in the statement of operations. The operating lease cash flows are categorized under net cash used in operating activities in the statement of cash flows. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future and to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit for each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’s unrecognized income tax benefits, which is either recorded as a liability or reduction of deferred tax assets. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. As of December 31, 2023, 2022 and 2021, no accrued interest or penalties have been incurred. Research and development tax credit The Company is subject to corporation tax in the United Kingdom, or UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the statements of operations and comprehensive loss as a reduction of research and development costs and represents the sum of the R&D tax credits recoverable in the UK. The UK R&D tax credit is fully refundable to the Company and is not dependent on current or future taxable income. As a result, the Company has recorded the entire benefit from the UK R&D tax credit as a benefit which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK R&D tax credits generated are needed to offset a corporation tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction of research and development costs. As a company that carries out extensive R&D activities, the Company benefits from the UK research and development tax credit regime under the scheme for small or medium-sized enterprises (“SME”). Under the current SME regime, the Company can surrender some of its trading losses that arise from qualifying R&D activities for a cash rebate of 33.35 % of qualifying R&D expenditure incurred prior to April 1, 2023 (after taking into account the enhanced rate of deduction) and decreasing to 18.6 % of qualifying R&D expenditure after April 1, 2023 (after taking into account the enhanced rate of deduction). Additionally, the UK Government has enacted further changes to the SME regime in February 2024, which include the introduction of a new rate for R&D intensive companies of 26.97 % (which the Company is expected to qualify for) and comes into effect for qualifying R&D expenditures incurred after April 1, 2023. The Company may not be able to continue to claim R&D tax credits under the SME regime in the future because it may no longer qualify as a small or medium-sized company. Additional changes to the R&D tax relief legislation, which took effect from April 2023, introduced restrictions on relief that may be claimed for expenditure on sub-contracted R&D activity, broadly requiring either that workers carrying on such activity are subject to UK PAYE or, where work is undertaken outside the UK, that this must be due to geographical, environmental or social conditions not replicable in the UK. These restrictions may impact the quantum of R&D relief that we are able to claim in the future. It should also be noted that there is a cap on SME R&D tax credit claims to a multiple of payroll taxes (broadly, to a maximum payable credit equal to £ 20,000 plus three times the total UK PAYE and NICs liability of the company) subject to an exception which prevents the cap from applying. That exception requires the Company to be creating, taking steps to create or managing intellectual property, as well as having qualifying R&D expenditure in respect of externally provided workers by connected parties or on subcontracting R&D to connected parties which does not exceed 15 % of the total claimed. If such exception does not apply, this could restrict the amount of payable R&D tax credit that we are able to claim. SME R&D reliefs (whether by way of additional deductions or payable tax credits) are also limited on a project basis to a to a maximum total aid of EUR 7.5 million per R&D project. Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to an allowance of £5.0 million plus an incremental 50% of UK trading profits after deduction of the allowance. The Company recognizes R&D tax credit reimbursements under 'Research and Development' in the Consolidated Statements of Operations and Comprehensive Loss. R&D tax credits of $ 9.4 million, $ 15.6 million and $ 10.7 million were recorded for the years ended December 31, 2023, 2022 and 2021, respectively. The income from R&D tax credits was recorded within research and development in the Company's Consolidated Statements of Operations and Comprehensive Loss. Comprehensive income (loss) Comprehensive income (loss) includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. Net loss per share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. For purpose of this calculation, unvested Employee Shares and convertible preferred shares are considered potential dilutive ordinary shares. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including unvested Employee Shares and convertible preferred shares, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Government grants The Company receives certain government grants that support specific research and development activities. Income in respect of grants also includes contributions towards the costs of research and development. Income is recognized when costs under each grant are incurred in accordance with the terms and conditions of the grant and the collectability of the receivable is reasonably assured. Government grants relating to costs are deferred and recognized in the income statement over the period necessary to match them with the costs they are intended to compensate. The Group recognizes income from government grants under 'Other income—net' in the Company’s consolidated statement of comprehensive loss. The Company recorded income from government grants of $ 1.0 million, $ 0.4 million and $ 0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The income from government grants was recorded within other income/(expense) in the Company's Consolidated Statements of Operations and Comprehensive Loss. Recent accounting pronouncements Recently adopted accounting standards In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting - Topic 280 – Improvements to Reportable Segment Disclosures," which requires disclosure of incremental segment information on an annual and interim basis. This includes the disclosure of: segment expenses that are reviewed by the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss; an amount for other segment items by reportable segment and a description of its composition; all annual disclosures about a reportable segment's profit or loss currently required by Topic 280 in interim periods; clarify that if the CODM uses more than one measure of a segment's profit or loss, provide disclosure of one or more of those additional measures; the title and position of the CODM and an explanation of how the CODM uses the reported measure (s) of segment profit or loss; and requiring an entity that has a single reportable segment to provide all disclosures required by the amendments in the ASU and all existing segment disclosures in 280. ASU 2023-09 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. However, early adoption is permitted. The new guidance is not expected to have a material impact on the Company’s financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes - Topic 740 – Improvements to Income Tax Disclosures," which enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update address investor requests for transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; however, early adoption is permitted. The new guidance is not expected to have a material impact on the Company’s financial statements and related disclosures. In November 2021, the FASB issued ASU 2021-10, “ Government Assistance – Topic 832 – Disclosures by Business Entities about Government Assistance ,” which increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The amendments in this Update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: 1. Information about the nature of the transactions and the related accounting policy used to account for the transactions. 2. The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item. 3. Significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods beginning after December 15, 2021; however, early adoption is permitted. The new guidance was adopted on January 1, 2022 and did not have a material impact on the Company’s financial statements and related disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The following tables show assets measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 76,257 $ — $ — Total $ 76,257 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 51,901 $ — $ — Total $ 51,901 $ — $ — There were no liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 U.K. R&D tax credit $ 9,558 $ 15,232 Prepaid research and development 1,074 3,473 Prepaid insurance 690 1,151 VAT recoverable 793 771 Other current assets 1,979 2,615 $ 14,094 $ 23,242 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Lab equipment $ 9,914 $ 8,707 Leasehold improvements 9,451 8,929 Office equipment and computers 1,636 1,577 Fixtures and fittings 1,085 1,040 22,086 20,253 Less: Accumulated depreciation ( 12,915 ) ( 7,854 ) $ 9,171 $ 12,399 Depreciation expense was $ 4.7 million, $ 3.7 million and $ 3.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2022, the Company recognized an impairment loss of $ 6.7 million in assets under construction primarily related to costs associated with the detailed design of a flexible GMP modular facility in West London. Following a review of manufacturing plans, the Company had mothballed the construction of the facility and project in 2022 and terminated the West London lease in October 2023. See Note 9, "Leases", for details of the West London lease. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 6. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2023 2022 Compensation and benefits $ 2,949 $ 2,972 External research and development expenses 3,227 2,188 Professional services 373 795 Property and equipment 115 217 Facility costs 314 910 Other liabilities 850 1,210 $ 7,828 $ 8,292 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | 7. Shareholders’ equity Ordinary shares As of December 31, 2023 and 2022, the Company had the following number of ordinary shares with a par value £ 0.001 (equivalent to $ 0.001 ) issued and outstanding: December 31, 2023 2022 Ordinary shares 39,466,581 39,316,360 Class A non-voting ordinary shares 1,616,367 1,616,367 Deferred Shares 1 1 Total ordinary and deferred shares 41,082,949 40,932,728 On April 6, 2021, all the Employee Shares, Convertible Preferred Shares (see below) and B ordinary shares were converted into ordinary shares or Class A non-voting ordinary shares. Please refer to the details in Note 1. Class A non-voting ordinary shares have same rights and privileges as ordinary shares, except for the voting rights. As of December 31, 2023, the Company has not declared any dividends. Deferred shares On April 6, 2021, all the deferred shares were cancelled. In addition, a single deferred share with a nominal value of £ 92,451.851 in the capital of the Company was created as part of the Company’s reorganization. As of December 31, 2023, the Company had one deferred share which could be repurchased at any time by the Company for nil consideration. Convertible preferred shares The Company issued series A convertible preferred shares (“Series A”), series A-1 convertible preferred shares (“Series A-1”), series B preferred shares (“Series B”) and series C preferred shares (“Series C”) (collectively, “Convertible Preferred Shares”). On April 6, 2021, all the Convertible Preferred Shares were converted into ordinary shares or Class A non-voting ordinary shares. There are no Convertible Preferred Shares outstanding as of December 31, 2023. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 8. Share-based compensation 2020 Share Omnibus Plan Under the Company’s shareholder and subscription agreements, which were effective until the date of IPO, the Company was authorized to grant equity awards to individuals including a director of and/or a person who is employed by or who directly or indirectly provides consultancy services to the Company, in the form of D, E, F, G, H, I, J, K, L, M and N ordinary shares, collectively referred to as Employee Shares and share options. All Employee Shares converted into ordinary shares in accordance with the reverse share split implemented on IPO (see Note 1, “Nature of business,” to our financial statements appearing at the end of this Annual Report). The share options were granted pursuant to the terms of the 2020 Share Omnibus Plan, or the 2020 Plan. Upon and following closing of the IPO, no further equity awards were granted under the 2020 Plan. To the extent outstanding options granted under the 2020 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2020 Plan, the number of shares underlying such awards will be available for future grant under the Company’s 2021 Omnibus Plan (see below). In anticipation of IPO, the holders of Employee Shares and the Company entered into individual vesting agreements, or Vesting Agreements, which apply the same terms to vesting of Employee Shares as applied prior to IPO under the Company’s pre-IPO Articles of Association, except that following the IPO Employee Shares that would pre-IPO have converted to deferred shares, will be transferred back to the Company and cancelled within twelve months of an employee leaving the Company. 2021 Share Omnibus Plan In March 2021, the Company’s board of directors adopted, and the Company’s shareholders approved, the 2021 Share Omnibus Plan, or the 2021 Plan, which became effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with the IPO. The 2021 Plan allows the remuneration committee to make equity-based and cash-based incentive awards to our officers, employees, directors and other key persons (including consultants). The Company committee initially reserved 2,572,558 of its ordinary shares for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 4 % of the outstanding number of ordinary shares on the immediately preceding December 31, or such lesser number of shares as determined by our remuneration committee. This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization. The total number of ordinary shares that may be issued under the 2021 Plan was 5,834,006 shares as of December 31, 2023, of which 1,141,189 shares remained available for future grant after taking into account options granted and adding back forfeitures in the period. 2021 Employee Share Purchase Plan The Company’s 2021 Employee Share Purchase Plan, or ESPP, was adopted by the Board in March 2021 and approved by shareholders in March 2021 and became effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with the IPO. The ESPP initially reserved and authorized the issuance of up to a total of 467,738 ordinary shares to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through January 1, 2022, by the least of: (i) 1 % of the outstanding number of ordinary shares on the immediately preceding December 31; (ii) 467,738 ordinary shares or (iii) such number of shares as determined by the remuneration committee. The number of shares reserved under the ESPP is subject to change in the event of a share split, share dividend or other change in our capitalization. The purpose of the ESPP is to: (i) provide U.S. employees the opportunity to purchase ordinary shares or ADSs at 85 % of the fair market value of the ADSs on the offering date or the exercise date, whichever is lower, and (ii) provide UK-based employees with ordinary shares or ADSs under the SIP Plan as further discussed below. The total number of ordinary shares that had been approved for issue under the ESPP was 877,065 shares as of December 31, 2023. The initial purchase period under the ESPP commenced in February 2022. The Company estimated the fair value of the option component of the ESPP at the date of grant using a Black-Scholes valuation model. During the year ended December 31, 2023, the compensation expense from ESPP shares, including SIP shares was $ 0.3 million . 2021 Share Incentive Plan The Achilles Therapeutics plc Share Incentive Plan, or SIP Plan is a sub plan of the ESPP. This SIP Plan is an HMRC approved Plan for UK tax-paying employees. Under the SIP Plan, eligible employees can receive "Free Shares" within HMRC guidelines, purchase ordinary shares from the market, or Partnership Shares, as well as receive "Matching Shares" which are issued without any consideration payment in connection with an acquisition of Partnership Shares (collectively referred to as "SIP Shares"). For any award of Matching Shares, the renumeration committee must specify the ratio of Matching Shares to Partnership Shares. Under HMRC rules, the ratio determined by the renumeration committee must not exceed two Matching Shares for every Partnership Share. There is no minimum service condition on the Partnership Shares, and the participants can sell/transfer the shares after their acquisition from the market. There is a minimum service condition for the Free and Matching Shares that requires the participants to provide continuing service for at least 36 months from the date of grant. If the participants are no longer with the Company or its subsidiaries before the completion of 36 months' service (with the relevant date determined as the last day of employment), the Free and Matching Shares generally will be 100 % forfeited and available for future issuance. During the year ended December 31, 2023, 394,563 shares were issued under the ESPP, including SIP shares. This reduced the number of shares reserved and available to grant under the ESPP to 231,972 shares available to grant as of December 31, 2023. Employee Shares and SIP Shares Prior to the IPO, the Company typically granted shares which vested over a four-year service period with 25 % of the award vesting on the first anniversary of the vesting commencement date, and the balance vesting periodically over the remaining three years. Post IPO, the Company typically grants SIP Shares under the SIP Plan. SIP Shares effectively vest in full on the third anniversary of the service commencement date. Unvested Employee Shares are forfeited upon the termination of employment or service relationship in accordance with the process set out in the Articles of the Company prior to IPO, and in accordance with the process set out in the Vesting Agreements post-IPO and 2020 Plan, or in the case of the SIP Plan, SIP shares in accordance with the rules of the SIP Plan. Before IPO, the forfeited shares were converted into deferred shares, with a repurchase right for a nominal amount in favor of the Company. As of December 31, 2020, the Company repurchased 1,509,384 deferred shares for consideration of £ 0.01 to each holder for all of the deferred shares held by that holder. As part of the Company’s reorganization, 109,058 outstanding deferred shares in existence immediately before the IPO were cancelled upon the IPO, and a single deferred share with a nominal value of £ 92,451.851 in the capital of the Company was created. As of December 31, 2022, the Company had one deferred share which could be repurchased by the Company at any time for nil consideration. SIP shares forfeited under the rules of the SIP Plan are made available under the ESPP for future issuances. In accordance with the relevant Vesting Agreements, in 2022 and 2023, we cancelled 6,036 shares and 174,595 shares, respectively, that were held by employees who left employment with the Company since the IPO. The Company measures all share-based awards using the fair value on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has granted Employee Shares to employees and non-employees with service-based conditions and SIP Shares to employees with service-based conditions, and in both cases records expense for these awards using the straight-line method. A summary of the changes in the Company’s unvested ordinary shares from December 31, 2021 through December 31, 2023 are as follows: Number of Weighted unvested average ordinary grant date shares fair value Unvested ordinary shares as of December 31, 2021 1,903,058 $ 6.43 Granted 356,566 2.86 Vested ( 915,817 ) 5.29 Forfeited ( 49,004 ) 3.53 Unvested ordinary shares as of December 31, 2022 1,294,803 $ 4.89 Granted 383,126 0.95 Vested ( 595,202 ) 6.25 Forfeited ( 243,882 ) 4.79 Unvested ordinary shares as of December 31, 2023 838,845 $ 3.92 As of December 31, 2023 and 2022, there was $ 2.6 million and $ 6.1 million of unrecognized compensation costs related to unvested Employee Shares outstanding, which is expected to be recognized over a weighted-average period of 1.2 years and 1.8 years, respectively. Share Options The following table summarizes the Company’s share options activity for the year ended December 31, 2023: Number Weighted Weighted Aggregate Outstanding as of December 31, 2022 2,993,641 $ 6.18 8.51 $ 150 Granted 2,453,312 $ 1.15 Exercised Forfeited ( 389,854 ) $ 4.13 Outstanding as of December 31, 2023 5,057,099 $ 4.09 8.27 $ 232 Exercisable as of December 31, 2023 1,388,148 $ 7.36 7.19 $ 37 Unvested as of December 31, 2023 3,668,951 $ 2.86 8.68 $ 195 The weighted average grant-date fair value of share options granted during the year ended December 31, 2023 and 2022 was $ 0.81 and $ 2.02 per share, respectively. As of December 31, 2023, there was $ 4.8 million of unrecognized compensation cost related to share options outstanding, which is expected to be recognized over a weighted-average period of 2.2 years. Share Option Valuation The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees during the year ended December 31, 2023 and 2022 were as follows: Year Ended Year Ended 2023 2022 Expected term (in years) 6.02 6.04 Expected volatility 72.81 % 69.74 % Expected dividend yield 0.00 % 0.00 % Risk free interest rate 3.53 % 2.00 % Fair value of underlying ordinary shares $ 1.19 $ 3.06 Share-based Compensation Expense Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Research and development $ 3,500 $ 3,750 $ 3,362 General and administrative 2,857 3,272 2,955 $ 6,357 $ 7,022 $ 6,317 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 9. Leases The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases. Operating lease right-of-use assets and operating lease liabilities are recognized in the Consolidated Balance Sheets. The operating leases of the Company are for real property for office and laboratory use, for which the Company recorded right-of-use assets and lease liabilities as of the ASU 2016-02 effective date or lease commencement date, if later. In addition, three of the Company’s leases met the short-term exception, having lease terms of 12 months or less, and are therefore not recorded on the Company’s balance sheet. The Company’s leases do not include purchase options. Where the Company’s leases contain options to extend the lease term, the extended lease term is only included in the measurement of the lease when it is reasonably certain to remain in the lease beyond the non-cancelable term. The Company’s leases contain variable lease costs, which pertain to common area maintenance and other operating charges, that are expensed as incurred. Operating leases On July 8, 2016, the Company entered into a Master Service Agreement ("MSA") with Royal Free London NHS Foundation Trust, which included access rights to the laboratory space at the Royal Free Hospital, Pond Street, London, with a 5-year term. The Master Service Agreement was due to expire on August 31, 2020 . On June 1, 2020, the Master Service Agreement was renewed and was due to expire on August 31, 2023 . These leases were renewed and expire on May 31, 2025 . In addition, in October 2023, the Company entered into a lease under this MSA for additional office space at this location expiring in June 2024, with a three-month rolling break clause. On February 1, 2019, the Company entered into six agreements with Stevenage Bioscience Catalyst to lease office and laboratory suites at Gunnels Wood Road, Stevenage, Hertfordshire, which were due to expire on January 31, 2021. In February 2021, the Company renewed the agreements which expired on July 31, 2022 . On July 29, 2022, the Company renewed five of the agreements which commenced on August 1, 2022 with three of the leases expiring in April 2024 and two of the leases expiring on December 31, 2023. with a two-month rolling break clause. The two leases that expired on December 31, 2023 were not renewed. In December 2020, the Company entered into a new lease of a warehouse in west London, United Kingdom for a period of 10 years, with a break clause at 5 years. In October 2023, the Company terminated this lease subject to the payment of a lease termination premium of $ 0.3 million and derecognized the related right-of-use asset of $ 1.9 million and operating lease liabilities of $ 2.0 million, resulting in a gain of less than $ 0.1 million . On February 21, 2020, the Company entered into a non-cancellable operating lease in relation to office premises at Hammersmith Road, London for a period of 10 years, with a break clause at 5 years. On February 28, 2020, the Company entered into a 4 -year manufacturing services collaboration agreement for laboratory space access at Gunnels Wood Road, Stevenage, Hertfordshire, with cancellation penalties of up to £ 0.1 million or $ 0.2 million as of December 31, 2023 should the Company terminate without due cause. On February 22, 2024, the Company entered into an amendment to the manufacturing services collaboration agreement which extended the term through March 31, 2025. In June 2021, the Company entered into a new lease of office premises in London, United Kingdom for a period of 3 years, with a break clause at 2 years. The Company elected not to exercise the break in December 2022. As a result, the lease expires in June 10, 2024. On October 1, 2021, the Company entered into a non-cancellable operating lease in relation to office and laboratory premises in Philadelphia, Pennsylvania in the United States for a period of 38 months. The right-of-use asset and lease liability was recorded on the lease commencement date, which was in January 2022. In connection with this lease, the Company maintains a required minimum balance, currently less than $ 0.1 million, in connection with a letter of credit issued for the benefit of the landlord for its commercial facility used as a security deposit for the lease. The total amount is classified as Restricted Cash and has been classified as a non-current asset on the Consolidated Balance Sheets. The letter of credit expires on September 30, 2024 . However, it automatically extends for additional one-year periods, without written amendment agreement, in each succeeding calendar year, through the lease expiration date. In June 2021, the Company entered into an obligation to take on a new lease of lab and office premises in Stevenage, Hertfordshire, United Kingdom for a period of 10 years, with a break clause at 3 and 6 years. This lease commenced in September 2022. On March 11, 2022, the Company entered into an agreement to reserve manufacturing capacity with a Contract Manufacturing Organization, or CMO, in King of Prussia, PA. The Company concluded that this agreement contains embedded leases as up to two Good Manufacturing Practices, or GMP, suites and office space at the facility are designated for the Company's exclusive use during the term of the agreement. The leased space has not yet been placed into service or made available for its intended use and has therefore not commenced as of December 31, 2023. Summary of lease costs recognized under ASU 2016-02 The following table contains a summary of the lease costs recognized under ASU 2016-02 and other information pertaining to the Company’s operating leases for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands): Years ended December 31, 2023 2022 2021 Lease cost Operating lease cost $ 4,655 $ 4,512 $ 4,718 Variable lease cost 5,291 3,921 5,022 Short-term lease cost 379 363 65 $ 10,325 $ 8,796 $ 9,805 Other information: Cash paid for amounts included in the measurement of lease $ 4,537 $ 4,859 $ 4,736 Right of use assets obtained in exchange for new $ 2,108 $ 2,111 $ 314 Right of use assets terminated in exchange for operating lease liabilities, net $ ( 1,916 ) $ — $ — Weighted average remaining lease term (in years) 1.3 2.3 3.1 Weighted average discount rate 6.61 % 5.13 % 4.86 % Variable lease cost is determined based on usage in accordance with the contractual agreements. Pursuant to the terms of the Company’s non-cancelable lease agreements in effect as of December 31, 2023, the following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2023 (in thousands): December 31, 2023 Operating lease liabilities payment 2024 $ 3,717 2025 1,099 2026 2027 - Total lease payments $ 4,816 Less: imputed interest ( 201 ) Present value of lease liability $ 4,615 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements [Abstract] | |
License Agreements | 10. License agreements CRT license In May 2016, the Company entered into a License Agreement, or the License Agreement, with Cancer Research Technology Limited, or CRT, pursuant to which the Company obtained access rights to intellectual property and know-how from the TRACERx Study. Under the License Agreement, the Company is granted an exclusive, sublicensable license to the TRACERx patents and bioinformatic data for use in: (i) the therapeutic field of neoantigen cell therapies and adoptive cell transfer; and (ii) the neoantigen diagnostic field, for use in research and the potential development of products for commercialization. The Company is further granted, during the vaccine option period, an exclusive license to the TRACERx patents and the bioinformatic data in the private neoantigen therapeutic vaccine field for research and development but not in the development of products for commercial sale, and a non-exclusive license to the same in the public neoantigen therapeutic vaccine field. The Company also obtained a non-exclusive license to the TRACERx bioinformatic pipeline, patient sequencing and medical data, know-how, and materials. CRT additionally granted the Company certain rights to new patent applications filed by the Founding Institutions in respect of inventions resulting from the TRACERx study through February 2023, including automatic exclusive licenses to patent rights relating to non-severable improvements of technology covered by the original TRACERx patents and non-exclusive rights to severable improvements. In July 2017, the Company obtained a non-exclusive license to the LOHHLA patent under the License Agreement. In October 2018, the Company obtained an exclusive license to the LOHHLA patent under an addendum to the License Agreement. Under the License Agreement, the Company holds an option to exploit products in the therapeutic vaccine field (the “Vaccine Option”). In March 2021, the Company extended the Vaccine Option from May 2021 to May 2023 with a payment of less than £ 0.1 million or $ 0.1 million. The Company exercised the Vaccine Option on May 4, 2023. Upon execution of the License Agreement the Company granted CRT 396,125 B ordinary shares and 67,793 C ordinary shares. The C ordinary shares granted to CRT were forfeited and transferred to the deferred shares during the year ended December 31, 2019, as the applicable performance conditions were not met. The B ordinary shares granted to CRT were converted into ordinary shares upon the IPO. The Company recorded $ 0.3 million of IP research and development expense in 2016. The Company is obligated to pay CRT milestone success payments up to an aggregate of £ 6.5 million for therapeutic products, and milestone success payments up to an aggregate £ 0.8 million for non-therapeutic products, as well as sub-single digit to low-single digit percentage royalty on net sales of products that utilize the licensed intellectual property, subject to certain customary reductions. The royalty obligations continue on a product-by-product and country-by-country basis until the later of: (i) the date there ceases to be a valid patent claim covering such product in the country in which it is sold; or (ii) with respect to contribution royalty products, ten years from the first commercial sale of the product, and with respect to a patent royalty product, five years from the first commercial sale of the product. On a product-by-product basis, the Company may also elect to provide other cash consideration at fair market value and forgo the milestone or royalty payment. Unless terminated earlier, the term of the agreement continues until the later of the expiration of the royalty term in each country and such time as no further milestone payments are due, and upon such termination, the licenses granted shall become fully-paid, royalty-free, irrevocable, and perpetual. The Company has the right to terminate the license agreement for convenience in its entirety upon 90 days’ notice. Each party may terminate the agreement if the other party is in material breach subject to a 90 day remedy period. The Company has the right to acquire ownership of the TRACERx patents upon either: (i) the occurrence of a royalty product for use in the therapeutic field; (ii) CRT shareholders cease to hold any ordinary shares in the Company; (iii) the Company undergoes an initial public offering; or (iv) the Company is acquired by a third party for more than £ 25.0 million. Upon its IPO, the Company gave notice to CRT to exercise the option to acquire the TRACERx patents with no consideration in accordance with the terms of the License Agreement. The acquisition was finalized in accordance with an assignment and license agreement, or Assignment Agreement, with effective date November 29, 2023. Under the terms of the Assignment Agreement the relevant TRACERx patents were assigned to the Company and the Company will license back certain rights to CRT in relation to those assigned patents. Expenses of $ 0.1 million were recorded for the year ended December 31, 2023 and less than $ 0.1 million of expenses were recorded for the years ended December 31, 2022 and 2021 related to the CRT License Agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes The Company is domiciled in the United Kingdom and is primarily subject to taxation in that country. During the years ended December 31, 2023, 2022 and 2021, the Company recorded no income tax benefits for the net operating losses incurred in the UK in each period due to its uncertainty of realizing a benefit from those items. During the year ended December 31, 2023, 2022 and 2021, the Company recorded a tax provision related to income tax obligations of its operating company in the U.S., which generates a profit for tax purposes. Loss before provision for income taxes consisted of the following (in thousands): December 31, 2023 2022 2021 United Kingdom $ ( 69,329 ) $ ( 71,405 ) $ ( 61,182 ) Foreign 155 340 120 $ ( 69,174 ) $ ( 71,065 ) $ ( 61,062 ) The income tax provision for the years ended December 31, 2023, 2022 and 2021 is comprised of the following (in thousands): December 31, 2023 2022 2021 Current expense: United Kingdom $ — $ — $ — Foreign 281 337 59 Total current expense: 281 337 59 Deferred expense (benefit): United Kingdom — — — Foreign 210 ( 226 ) ( 22 ) Total deferred expense (benefit): 210 ( 226 ) ( 22 ) Total income tax expense: $ 491 $ 111 $ 37 The provision for income taxes for the years ended December 31, 2023, 2022 and 2021 was computed at the United Kingdom statutory income tax rate. A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2023 2022 2021 Income taxes at UK statutory rate 23.50 % 19.00 % 19.00 % Return to provision ( 9.95 )% 6.87 % — R&D expenditure ( 11.00 )% ( 8.30 )% ( 6.67 )% Change in valuation allowance ( 3.39 )% ( 23.58 )% ( 20.12 )% Change in UK tax rate 0.13 % 5.66 % 7.64 % Other — 0.19 % ( 0.13 )% ( 0.71 )% ( 0.16 )% ( 0.28 )% Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023, 2022 and 2021 consist of the following (in thousands): December 31, 2023 2022 2021 Deferred tax assets Net operating loss carryforwards $ 30,435 $ 35,121 $ 17,742 Non-cash share-based compensation 6,488 4,456 2,328 Depreciation 606 ( 7,989 ) ( 1,311 ) Other 112 2,143 329 Total deferred tax assets $ 37,641 $ 33,731 $ — $ 19,088 Valuation allowance ( 37,600 ) ( 33,480 ) $ ( 19,062 ) Net deferred tax assets $ 41 $ 251 $ 26 As of December 31, 2023, 2022 and 2021, the Company had UK net operating loss carryforwards of $ 121.7 million, $ 140.5 million and $ 71.0 million, respectively, that can be carried forward indefinitely. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023, 2022 and 2021 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards were as follows (in thousands): December 31, 2023 2022 2021 Valuation allowance at beginning of year $ 33,480 $ 19,062 $ 7,088 Increases recorded to income tax provision 2,252 12,731 7,624 Exchange difference 1,774 ( 2,332 ) ( 313 ) Change in tax rate 94 4,019 4,663 Valuation allowance at end of year $ 37,600 $ 33,480 $ 19,062 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2023, 2022 and 2021, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income for the UK entity and determined that it is more likely than not the net deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance for the UK entity as of December 31, 2023, 2022 and 2021. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2023, 2022 and 2021. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. The Company files income tax returns in the UK Generally, the tax years through 2022 in the UK remain open to examination. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the UK tax authorities, if such tax attributes are utilized in a future period. The Company also files income tax returns in the US. Generally, the tax years through 2021 in the U.S. remain open to examination. On May 24, 2021, the Finance Act 2021 (the Act) was enacted in the UK. The Act increases the corporate income tax from 19 % to 25 % effective April 1, 2023 and enhances the first-year capital allowance on qualifying new plant and machinery assets effective April 1, 2021. The effects on the Company’s existing deferred tax balances have been recorded and is offset by the valuation allowance maintained against the Company’s UK net deferred tax assets. As of December 31, 2023 and 2022, income taxes on undistributed earnings of the Company’s U.S. subsidiary have not been provided for as the Company plans to indefinitely reinvest these amounts in the U.S. The cumulative undistributed foreign earnings were not material as of December 31, 2023 and 2022. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net loss per share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year ended December 31, 2023 2022 2021 Numerator Net loss $ ( 69,665 ) $ ( 71,176 ) $ ( 61,099 ) Net loss attributable to ordinary shareholders—basic and $ ( 69,665 ) $ ( 71,176 ) $ ( 61,099 ) Denominator Weighted-average number of ordinary shares used in net loss 39,973,059 39,139,693 28,654,760 Net loss per share—basic and diluted $ ( 1.74 ) $ ( 1.82 ) $ ( 2.13 ) The Company’s potentially dilutive securities, which include warrants to purchase ordinary shares, unvested Employee Shares and Convertible Preferred Shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary shareholders is the same. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders for the year ended December 31, 2023, 2022 and 2021 because including them would have had an anti-dilutive effect: Year ended December 31, 2023 2022 2021 Unvested ordinary shares 838,845 1,294,803 1,903,058 Share options 5,057,099 2,993,641 1,357,847 Total 5,895,944 4,288,444 3,260,905 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and contingencies Commitment with suppliers The Company entered into several agreements with vendors that contain non-cancellable software arrangements and minimum purchase commitments of laboratory materials and consumables for the purpose of research and development activities as well as clinical development. The unused purchase commitment as of December 31, 2023 and 2022 was $ 3.5 million and $ 3.8 million, respectively. Asset Retirement Obligations The following is a reconciliation of our beginning and ending asset retirement obligation balances for 2023 and 2022 (in thousands): 2023 2022 Balance, beginning of the year $ 933 $ 690 Additional obligations recognized in the current year - 168 Accretion expense 82 75 Balance, end of year $ 1,015 $ 933 The Company’s asset retirement obligations relate to post-closure reclamation costs for leases of office and laboratory space. Legal proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of December 31, 2023 and 2022. Indemnification agreements In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with the indemnification agreements entered into with relevant individuals in accordance with the Company’s Articles of Association, the Company has indemnification obligations to its officers and directors, officers and members of senior management for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Related Party Transactions | 14. Related party transactions The Company analyzed its transactions with related parties for the years ended December 31, 2023, 2022 and 2021, and determined that it had the no material transactions that have not been described elsewhere in the financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee benefit plans In the UK, the Company makes contributions to private defined contribution pension schemes on behalf of its employees. The contributions to this scheme are expensed to the statement of operations as they fall due. The Company paid $ 2.3 million, $ 2.3 million and $ 1.8 million in contributions in the years ended December 31, 2023, 2022 and 2021, respectively. In the United States, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company paid less than $ 0.1 million in contributions in the years ended December 31, 2023, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has completed an evaluation of all subsequent events through April 4, 2024, the date on which the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in these financial statements as of December 31, 2023, and events which occurred subsequently but were not recognized in these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Going Concern | Going concern In accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically been loss making and anticipates that it will continue to incur losses for the foreseeable future and had an accumulated deficit of $ 260.0 million as of December 31, 2023. The Company has funded these losses principally through the issuance of ordinary and preferred shares. The Company expects to continue to incur operating losses and negative cash outflows until such time as it generates a level of revenue that is sufficient to support its cost structure. The Company continues to assess the impact of the disruption of global financial markets, including as a result of global health concerns or pandemics, global economic uncertainty and geo-political events, including the war between Russia and Ukraine and the unrest in the Middle East resulting from the Israel-Hamas war and other global macroeconomic factors such as inflation, increases in commodity prices, energy and fuel prices, credit and capital markets instability and supply chain interruptions could reduce our ability to access capital, which could, in the future, negatively affect our business and the value of our common shares. Geopolitical events, including the ongoing conflict between Russia and Ukraine and the unrest in the Middle East resulting from the Israel-Hamas war, have created global economic uncertainty. This has led to significant increases in commodity prices, energy and fuel prices, credit and capital market instability and supply chain interruptions which have led to increasing inflation. This may in turn adversely impact the Company’s ability to deliver its goals. As of December 31, 2023, the Company had cash and cash equivalents of $ 131.5 million. The Directors have reviewed the financial projections of the Company for the 12 months subsequent to the date of issuance of these financial statements including consideration of severe but plausible scenarios that may affect the Company in that period. These show that the Company will be able to pay (or otherwise discharge) its debts as they fall due immediately following the date of signing of this Balance Sheet and for the period considered by the forecast. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and settlement of liabilities and commitments as they fall due in the ordinary course of business for at least 12 months from the date of issuance of the financial statements. |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or U.S. GAAP and are presented in U.S. dollars. All significant inter–company accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. |
Use of Estimates | 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of share options granted and incremental borrowing rate for leases. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Segment Information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates in a single segment, focusing on researching, developing and commercializing potentially novel cancer immunotherapies targeting clonal neoantigens. Consistent with its operational structure, its chief operating decision maker, the Company’s chief executive officer, views and manages the Company’s operations and manages its business as a single operating segment. The majority of long-lived assets of the Company reside in the UK. |
Foreign Currency Translation | Foreign currency translation The functional currency of the Company is pound sterling which is its local currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income/expense, net in the Consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange losses of $ 1.0 million and foreign exchange gains of $ 3.8 million and $ 2.5 million for the years ended December 31, 2022 and 2021, respectively. For financial reporting purposes, the financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to accumulated other comprehensive (loss)/income, a component of shareholders’ equity. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. In connection with a lease, the Company maintains a required minimum balance, currently less than $ 0.1 million in connection with a letter of credit issued for the benefit of the landlord for its commercial facility used as a security deposit for the lease. The total amount is classified as Restricted Cash and has been classified as a non-current asset in the Consolidated Balance Sheets. |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying values of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and certain accruals approximate their fair value due to their short-term nature. The Company has a money-market fund that is measured under the fair value hierarchy as Level 1 as there are quoted prices in active markets for identical assets. See Note 3, Fair Value of Financial Instruments. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk consist solely of cash and cash equivalents. The Company maintains cash balances in excess of amounts insured by the UK Government Financial Services Compensation Scheme in the UK. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. |
Property and Equipment | Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated useful life Lab equipment 5 years Fixture and fittings 5 years Office equipment and computers 3 years Leasehold improvements Shorter of useful life or remaining lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Assets under construction are not depreciated until the asset is available and ready for use. |
Impairment loss | Impairment loss The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. For the year ended December 31, 2022, the Company recognized an impairment loss of $ 6.7 million in assets under construction primarily related to costs associated with the detailed design of a flexible GMP modular facility in West London. Following a review of manufacturing plans , the Company had mothballed the construction of the facility and project in 2022 and terminated the West London lease in October 2023. See Note 9, "Leases," for further details. In addition, the Company recognized an impairment loss of $ 0.5 million related to discontinued software implementation costs in the year ended December 31, 2022. The Company recognized an impairment loss of less than $ 0.1 million in the years ended December 31, 2023 and 2021. These impairment losses were recorded within research and development in the Company's Consolidated Statements of Operations and Comprehensive Loss. |
Research and Development Costs | Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, non-cash share-based compensation and benefits, depreciation expense, travel, third-party license fees, and external costs of outside vendors engaged to conduct clinical development activities, clinical trials, cost to manufacture clinical trial materials and net of tax credits associated with research and development activities. Acquired in-process research and development (IPR&D) assets that are used for research and development and have no future alternative use are expensed as incurred in-process research and development. |
Research Contract Costs and Accruals | Research contract costs and accruals The Company has entered into various research and development-related contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Accruals for research and development expenses typically include fees paid to vendors in conjunction with preclinical development activities, CROs and investigative sites in connection with preclinical and clinical activities and costs to manufacture clinical trial materials in connection with the manufacturing of drug formulations for use in preclinical and clinical activities. When estimating accruals for research and development expenses as of each balance sheet date, the Company analyzes progress of the preclinical activities or clinical trials, including the phase or completion of services performed relative to invoices received and contracted costs. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates of research and development expenses have not been materially different from the actual costs. |
Asset Retirement and Environmental Obligations | Asset Retirement and Environmental Obligations Pursuant to ASC 410, Asset Retirement and Environmental Obligations, an asset retirement obligation (“ARO” or “AROs”) is recorded when there is a legal obligation associated with the retirement of a tangible long-lived asset and the fair value of the liability can reasonably be estimated. Upon initial recognition, AROs are recorded as a liability at their estimated present value, with an offsetting increase to the carrying amount of the long-lived asset. Over time, the liabilities are accreted for the change in their present value through charges to operations costs. If the fair value of the estimated ARO changes, an adjustment is recorded to both the ARO and the asset retirement cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing of settling ARO liabilities. Total ARO consists of amounts for decommissioning and restoration of rented facilities to be performed in the future. The Company computes the liability for AROs based on assumptions from third-party estimates of the total restoration costs, adjusted for inflation. These values are discounted to present value using our credit adjusted incremental borrowing rate of the related rental facility and recorded ARO in other long-term liabilities. Periodic accretion of the discount on the ARO is recorded as part of accretion expense. |
Share-Based Compensation | Share-based compensation The Company recognizes compensation expense for equity awards based on the grant date fair value of the award, which may include share options and restricted ordinary shares. For equity awards that vest based on a service condition, the share-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur. For equity awards with performance conditions, the Company recognizes share-based compensation expense using a straight-line basis over the requisite service commitments period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. The Company uses the fair value of its ordinary shares to determine the fair value of Employee Shares, C ordinary shares and K ordinary shares awarded to employees and directors. Stock-based awards granted to nonemployees are accounted for in the same manner as awards granted to employees and directors as described above. The adoption of this new guidance did not have a material impact on the Company’s financial statements. There have been no performance conditions attached to the share options granted by the Company to date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 8, “Share-based compensation,” for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility. As Achilles became a listed, public company in April 2021, the Company has limited company-specific historical and implied volatility information for its ordinary shares. Therefore, it estimates its expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options as there is a limited trading history of our ordinary shares. Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Given the absence of an active market for the Company’s ordinary shares prior to the IPO, the Company estimated the fair value of its ordinary shares with input from an independent third-party valuation specialist firm in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). The Company’s valuations of ordinary shares were prepared using either a market approach based on precedent transactions in the ordinary and preferred shares or a market adjusted equity value method to estimate the Company’s total equity value, and using an option-pricing backsolve method (“OPM”) to allocate the equity value to each class of the Company’s securities. In some cases, the Company determined that there were no significant events occurring between a prior valuation date and a subsequent grant. As such, in these cases the Company used the most recent share price valuation as an input to the determination of share-based compensation. After IPO, the fair value of ordinary shares is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the date of grant. The OPM backsolve method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares and preferred shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of ordinary shares has value only if the funds available for distribution to shareholders exceeded the value of the preferred share liquidation preferences at the time of the liquidity event. Key inputs into the OPM backsolve calculation included the valuation of equity, probability weighted expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total per share value to arrive at an estimate of the total fair value of an ordinary share on a non-marketable basis. |
Leases | Leases Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), as amended, using the modified retrospective method and utilizing the effective date as its date of initial application, with prior periods presented in accordance with previous guidance under ASC 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and to allocate all the contract consideration to the lease component only. All the Company’s leases are classified as operating leases. Lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts has not been readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. As the Company does not have a rating agency-based credit rating, quotes were obtained from lenders to establish an estimated secured rate to borrow based on Company and market-based factors as of the respective lease measurement dates. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes the non-cancelable lease term in its assessment of a lease arrangement unless there is an option to extend the lease that is reasonably certain of exercise. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within research and development and general and administrative expenses in the statement of operations. The operating lease cash flows are categorized under net cash used in operating activities in the statement of cash flows. |
Income Taxes | Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future and to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit for each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’s unrecognized income tax benefits, which is either recorded as a liability or reduction of deferred tax assets. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. As of December 31, 2023, 2022 and 2021, no accrued interest or penalties have been incurred. |
Research and Development Tax Credit | Research and development tax credit The Company is subject to corporation tax in the United Kingdom, or UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the statements of operations and comprehensive loss as a reduction of research and development costs and represents the sum of the R&D tax credits recoverable in the UK. The UK R&D tax credit is fully refundable to the Company and is not dependent on current or future taxable income. As a result, the Company has recorded the entire benefit from the UK R&D tax credit as a benefit which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK R&D tax credits generated are needed to offset a corporation tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction of research and development costs. As a company that carries out extensive R&D activities, the Company benefits from the UK research and development tax credit regime under the scheme for small or medium-sized enterprises (“SME”). Under the current SME regime, the Company can surrender some of its trading losses that arise from qualifying R&D activities for a cash rebate of 33.35 % of qualifying R&D expenditure incurred prior to April 1, 2023 (after taking into account the enhanced rate of deduction) and decreasing to 18.6 % of qualifying R&D expenditure after April 1, 2023 (after taking into account the enhanced rate of deduction). Additionally, the UK Government has enacted further changes to the SME regime in February 2024, which include the introduction of a new rate for R&D intensive companies of 26.97 % (which the Company is expected to qualify for) and comes into effect for qualifying R&D expenditures incurred after April 1, 2023. The Company may not be able to continue to claim R&D tax credits under the SME regime in the future because it may no longer qualify as a small or medium-sized company. Additional changes to the R&D tax relief legislation, which took effect from April 2023, introduced restrictions on relief that may be claimed for expenditure on sub-contracted R&D activity, broadly requiring either that workers carrying on such activity are subject to UK PAYE or, where work is undertaken outside the UK, that this must be due to geographical, environmental or social conditions not replicable in the UK. These restrictions may impact the quantum of R&D relief that we are able to claim in the future. It should also be noted that there is a cap on SME R&D tax credit claims to a multiple of payroll taxes (broadly, to a maximum payable credit equal to £ 20,000 plus three times the total UK PAYE and NICs liability of the company) subject to an exception which prevents the cap from applying. That exception requires the Company to be creating, taking steps to create or managing intellectual property, as well as having qualifying R&D expenditure in respect of externally provided workers by connected parties or on subcontracting R&D to connected parties which does not exceed 15 % of the total claimed. If such exception does not apply, this could restrict the amount of payable R&D tax credit that we are able to claim. SME R&D reliefs (whether by way of additional deductions or payable tax credits) are also limited on a project basis to a to a maximum total aid of EUR 7.5 million per R&D project. Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to an allowance of £5.0 million plus an incremental 50% of UK trading profits after deduction of the allowance. The Company recognizes R&D tax credit reimbursements under 'Research and Development' in the Consolidated Statements of Operations and Comprehensive Loss. R&D tax credits of $ 9.4 million, $ 15.6 million and $ 10.7 million were recorded for the years ended December 31, 2023, 2022 and 2021, respectively. The income from R&D tax credits was recorded within research and development in the Company's Consolidated Statements of Operations and Comprehensive Loss. |
Comprehensive Income (Loss) | Comprehensive income (loss) Comprehensive income (loss) includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. |
Net Loss Per Share | Net loss per share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. For purpose of this calculation, unvested Employee Shares and convertible preferred shares are considered potential dilutive ordinary shares. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including unvested Employee Shares and convertible preferred shares, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Government Grants | Government grants The Company receives certain government grants that support specific research and development activities. Income in respect of grants also includes contributions towards the costs of research and development. Income is recognized when costs under each grant are incurred in accordance with the terms and conditions of the grant and the collectability of the receivable is reasonably assured. Government grants relating to costs are deferred and recognized in the income statement over the period necessary to match them with the costs they are intended to compensate. The Group recognizes income from government grants under 'Other income—net' in the Company’s consolidated statement of comprehensive loss. The Company recorded income from government grants of $ 1.0 million, $ 0.4 million and $ 0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The income from government grants was recorded within other income/(expense) in the Company's Consolidated Statements of Operations and Comprehensive Loss. |
Recent Accounting Pronouncements | Recent accounting pronouncements Recently adopted accounting standards In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting - Topic 280 – Improvements to Reportable Segment Disclosures," which requires disclosure of incremental segment information on an annual and interim basis. This includes the disclosure of: segment expenses that are reviewed by the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss; an amount for other segment items by reportable segment and a description of its composition; all annual disclosures about a reportable segment's profit or loss currently required by Topic 280 in interim periods; clarify that if the CODM uses more than one measure of a segment's profit or loss, provide disclosure of one or more of those additional measures; the title and position of the CODM and an explanation of how the CODM uses the reported measure (s) of segment profit or loss; and requiring an entity that has a single reportable segment to provide all disclosures required by the amendments in the ASU and all existing segment disclosures in 280. ASU 2023-09 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. However, early adoption is permitted. The new guidance is not expected to have a material impact on the Company’s financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes - Topic 740 – Improvements to Income Tax Disclosures," which enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update address investor requests for transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; however, early adoption is permitted. The new guidance is not expected to have a material impact on the Company’s financial statements and related disclosures. In November 2021, the FASB issued ASU 2021-10, “ Government Assistance – Topic 832 – Disclosures by Business Entities about Government Assistance ,” which increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The amendments in this Update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: 1. Information about the nature of the transactions and the related accounting policy used to account for the transactions. 2. The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item. 3. Significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods beginning after December 15, 2021; however, early adoption is permitted. The new guidance was adopted on January 1, 2022 and did not have a material impact on the Company’s financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated useful life Lab equipment 5 years Fixture and fittings 5 years Office equipment and computers 3 years Leasehold improvements Shorter of useful life or remaining lease term Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Lab equipment $ 9,914 $ 8,707 Leasehold improvements 9,451 8,929 Office equipment and computers 1,636 1,577 Fixtures and fittings 1,085 1,040 22,086 20,253 Less: Accumulated depreciation ( 12,915 ) ( 7,854 ) $ 9,171 $ 12,399 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following tables show assets measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 76,257 $ — $ — Total $ 76,257 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 51,901 $ — $ — Total $ 51,901 $ — $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 U.K. R&D tax credit $ 9,558 $ 15,232 Prepaid research and development 1,074 3,473 Prepaid insurance 690 1,151 VAT recoverable 793 771 Other current assets 1,979 2,615 $ 14,094 $ 23,242 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated useful life Lab equipment 5 years Fixture and fittings 5 years Office equipment and computers 3 years Leasehold improvements Shorter of useful life or remaining lease term Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Lab equipment $ 9,914 $ 8,707 Leasehold improvements 9,451 8,929 Office equipment and computers 1,636 1,577 Fixtures and fittings 1,085 1,040 22,086 20,253 Less: Accumulated depreciation ( 12,915 ) ( 7,854 ) $ 9,171 $ 12,399 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2023 2022 Compensation and benefits $ 2,949 $ 2,972 External research and development expenses 3,227 2,188 Professional services 373 795 Property and equipment 115 217 Facility costs 314 910 Other liabilities 850 1,210 $ 7,828 $ 8,292 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Ordinary Shares Issued and Outstanding | As of December 31, 2023 and 2022, the Company had the following number of ordinary shares with a par value £ 0.001 (equivalent to $ 0.001 ) issued and outstanding: December 31, 2023 2022 Ordinary shares 39,466,581 39,316,360 Class A non-voting ordinary shares 1,616,367 1,616,367 Deferred Shares 1 1 Total ordinary and deferred shares 41,082,949 40,932,728 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Changes in Unvested Ordinary Shares | A summary of the changes in the Company’s unvested ordinary shares from December 31, 2021 through December 31, 2023 are as follows: Number of Weighted unvested average ordinary grant date shares fair value Unvested ordinary shares as of December 31, 2021 1,903,058 $ 6.43 Granted 356,566 2.86 Vested ( 915,817 ) 5.29 Forfeited ( 49,004 ) 3.53 Unvested ordinary shares as of December 31, 2022 1,294,803 $ 4.89 Granted 383,126 0.95 Vested ( 595,202 ) 6.25 Forfeited ( 243,882 ) 4.79 Unvested ordinary shares as of December 31, 2023 838,845 $ 3.92 |
Summary of Share Options Activity | The following table summarizes the Company’s share options activity for the year ended December 31, 2023: Number Weighted Weighted Aggregate Outstanding as of December 31, 2022 2,993,641 $ 6.18 8.51 $ 150 Granted 2,453,312 $ 1.15 Exercised Forfeited ( 389,854 ) $ 4.13 Outstanding as of December 31, 2023 5,057,099 $ 4.09 8.27 $ 232 Exercisable as of December 31, 2023 1,388,148 $ 7.36 7.19 $ 37 Unvested as of December 31, 2023 3,668,951 $ 2.86 8.68 $ 195 |
Summary of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees during the year ended December 31, 2023 and 2022 were as follows: Year Ended Year Ended 2023 2022 Expected term (in years) 6.02 6.04 Expected volatility 72.81 % 69.74 % Expected dividend yield 0.00 % 0.00 % Risk free interest rate 3.53 % 2.00 % Fair value of underlying ordinary shares $ 1.19 $ 3.06 |
Summary of Share-based Compensation Expense | Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Research and development $ 3,500 $ 3,750 $ 3,362 General and administrative 2,857 3,272 2,955 $ 6,357 $ 7,022 $ 6,317 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Costs Recognized and Other Information Pertaining to Operating Leases | The following table contains a summary of the lease costs recognized under ASU 2016-02 and other information pertaining to the Company’s operating leases for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands): Years ended December 31, 2023 2022 2021 Lease cost Operating lease cost $ 4,655 $ 4,512 $ 4,718 Variable lease cost 5,291 3,921 5,022 Short-term lease cost 379 363 65 $ 10,325 $ 8,796 $ 9,805 Other information: Cash paid for amounts included in the measurement of lease $ 4,537 $ 4,859 $ 4,736 Right of use assets obtained in exchange for new $ 2,108 $ 2,111 $ 314 Right of use assets terminated in exchange for operating lease liabilities, net $ ( 1,916 ) $ — $ — Weighted average remaining lease term (in years) 1.3 2.3 3.1 Weighted average discount rate 6.61 % 5.13 % 4.86 % |
Summary of Maturities of Operating Lease Liabilities | Pursuant to the terms of the Company’s non-cancelable lease agreements in effect as of December 31, 2023, the following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2023 (in thousands): December 31, 2023 Operating lease liabilities payment 2024 $ 3,717 2025 1,099 2026 2027 - Total lease payments $ 4,816 Less: imputed interest ( 201 ) Present value of lease liability $ 4,615 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Provision for Income Taxes | Loss before provision for income taxes consisted of the following (in thousands): December 31, 2023 2022 2021 United Kingdom $ ( 69,329 ) $ ( 71,405 ) $ ( 61,182 ) Foreign 155 340 120 $ ( 69,174 ) $ ( 71,065 ) $ ( 61,062 ) |
Summary of Income Tax Provision | The income tax provision for the years ended December 31, 2023, 2022 and 2021 is comprised of the following (in thousands): December 31, 2023 2022 2021 Current expense: United Kingdom $ — $ — $ — Foreign 281 337 59 Total current expense: 281 337 59 Deferred expense (benefit): United Kingdom — — — Foreign 210 ( 226 ) ( 22 ) Total deferred expense (benefit): 210 ( 226 ) ( 22 ) Total income tax expense: $ 491 $ 111 $ 37 |
Schedule of Reconciliation of Income Tax Expense Computed at Statutory UK Income Taxes | A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2023 2022 2021 Income taxes at UK statutory rate 23.50 % 19.00 % 19.00 % Return to provision ( 9.95 )% 6.87 % — R&D expenditure ( 11.00 )% ( 8.30 )% ( 6.67 )% Change in valuation allowance ( 3.39 )% ( 23.58 )% ( 20.12 )% Change in UK tax rate 0.13 % 5.66 % 7.64 % Other — 0.19 % ( 0.13 )% ( 0.71 )% ( 0.16 )% ( 0.28 )% |
Summary of Significant Component of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023, 2022 and 2021 consist of the following (in thousands): December 31, 2023 2022 2021 Deferred tax assets Net operating loss carryforwards $ 30,435 $ 35,121 $ 17,742 Non-cash share-based compensation 6,488 4,456 2,328 Depreciation 606 ( 7,989 ) ( 1,311 ) Other 112 2,143 329 Total deferred tax assets $ 37,641 $ 33,731 $ — $ 19,088 Valuation allowance ( 37,600 ) ( 33,480 ) $ ( 19,062 ) Net deferred tax assets $ 41 $ 251 $ 26 |
Summary of Changes in Valuation Allowance for Deferred Tax Assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023, 2022 and 2021 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards were as follows (in thousands): December 31, 2023 2022 2021 Valuation allowance at beginning of year $ 33,480 $ 19,062 $ 7,088 Increases recorded to income tax provision 2,252 12,731 7,624 Exchange difference 1,774 ( 2,332 ) ( 313 ) Change in tax rate 94 4,019 4,663 Valuation allowance at end of year $ 37,600 $ 33,480 $ 19,062 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year ended December 31, 2023 2022 2021 Numerator Net loss $ ( 69,665 ) $ ( 71,176 ) $ ( 61,099 ) Net loss attributable to ordinary shareholders—basic and $ ( 69,665 ) $ ( 71,176 ) $ ( 61,099 ) Denominator Weighted-average number of ordinary shares used in net loss 39,973,059 39,139,693 28,654,760 Net loss per share—basic and diluted $ ( 1.74 ) $ ( 1.82 ) $ ( 2.13 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders for the year ended December 31, 2023, 2022 and 2021 because including them would have had an anti-dilutive effect: Year ended December 31, 2023 2022 2021 Unvested ordinary shares 838,845 1,294,803 1,903,058 Share options 5,057,099 2,993,641 1,357,847 Total 5,895,944 4,288,444 3,260,905 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Asset Retirement Obligation | The following is a reconciliation of our beginning and ending asset retirement obligation balances for 2023 and 2022 (in thousands): 2023 2022 Balance, beginning of the year $ 933 $ 690 Additional obligations recognized in the current year - 168 Accretion expense 82 75 Balance, end of year $ 1,015 $ 933 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Nature Of Business [Line Items] | |||
Accumulated Deficit | $ 259,952 | $ 190,287 | |
Cash and cash equivalents | $ 131,539 | $ 173,338 | $ 266,319 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2023 EUR (€) | |
Summary Of Significant Accounting Policy [Line Items] | |||||||
Number of operating Segment | Segment | 1 | 1 | |||||
Foreign exchange gains (losses) | $ (1,000,000) | $ 3,800,000 | $ 2,500,000 | ||||
Accrued interest or penalties | $ 0 | $ 0 | 0 | 0 | |||
Percentage of qualifying R&D expenditure | 33.35% | 18.60% | |||||
New percentage of qualifying R&D expenditure | 26.97% | ||||||
R&D tax credit | $ 9,400,000 | $ 9,400,000 | 15,600,000 | 10,700,000 | |||
Government grants | 1,000,000 | 1,000,000 | 400,000 | 100,000 | |||
Cap on R&D claims to multiple of payroll taxes, maximum payable credit | £ | £ 20,000 | ||||||
SME R&D reliefs on project basis maximum aid limited | € | € 7,500,000 | ||||||
Maximum | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Required minimum balance maintained in connection with lease | $ 100,000 | 100,000 | |||||
Impairment loss | $ 100,000 | $ 100,000 | |||||
Percentage of qualifying R&D expenditure in respect of externally provided workers by connected parties or on subcontracting R&D to connected parties | 15% | ||||||
construction Flexible | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Impairment loss | 6,700,000 | ||||||
Software | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Impairment loss | $ 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment Recorded at Cost and Depreciation Using Straight-Line Method (Details) | Dec. 31, 2023 |
Lab Equipment | |
Summary Of Significant Accounting Policy [Line Items] | |
Property and equipment estimated useful life | 5 years |
Fixtures and Fittings | |
Summary Of Significant Accounting Policy [Line Items] | |
Property and equipment estimated useful life | 5 years |
Office Equipment and Computers | |
Summary Of Significant Accounting Policy [Line Items] | |
Property and equipment estimated useful life | 3 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policy [Line Items] | |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - Level 1 - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 76,257 | $ 51,901 |
Money Market Funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 76,257 | $ 51,901 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on recurring basis | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
U.K. R&D tax credit | $ 9,558 | $ 15,232 |
Prepaid research and development | 1,074 | 3,473 |
Prepaid insurance | 690 | 1,151 |
VAT recoverable | 793 | 771 |
Other current assets | 1,979 | 2,615 |
Total | $ 14,094 | $ 23,242 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 22,086 | $ 20,253 |
Less: Accumulated depreciation | (12,915) | (7,854) |
Property and equipment, net | 9,171 | 12,399 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 9,914 | 8,707 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 9,451 | 8,929 |
Office Equipment and Computers | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 1,636 | 1,577 |
Fixtures and Fittings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 1,085 | $ 1,040 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 4,700 | $ 3,700 | $ 3,300 |
Impairment loss | $ 16 | 7,446 | |
Fexible GMP modular facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment loss | $ 6,700 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 2,949 | $ 2,972 |
External research and development expenses | 3,227 | 2,188 |
Professional services | 373 | 795 |
Property and equipment | 115 | 217 |
Facility costs | 314 | 910 |
Other liabilities | 850 | 1,210 |
Accrued expenses and other liabilities | $ 7,828 | $ 8,292 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | Apr. 06, 2021 £ / shares | Dec. 31, 2023 £ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 £ / shares | Dec. 31, 2022 $ / shares |
Class Of Stock [Line Items] | |||||
Ordinary shares, par value | (per share) | £ 0.001 | $ 0.001 | £ 0.001 | $ 0.001 | |
Convertible preferred shares outstanding | 0 | 0 | |||
Deferred Shares | |||||
Class Of Stock [Line Items] | |||||
Deferred shares nominal value per share | £ / shares | £ 92,451.851 | ||||
Deferred shares repurchase | 1 | 1 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Ordinary Shares Issued and Outstanding (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 41,082,948 | 40,932,727 |
Ordinary shares, shares outstanding | 41,082,948 | 40,932,727 |
Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 39,466,581 | 39,316,360 |
Ordinary shares, shares outstanding | 39,466,581 | 39,316,360 |
Ordinary and Deferred Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 41,082,949 | 40,932,728 |
Ordinary shares, shares outstanding | 41,082,949 | 40,932,728 |
Class A Non Voting Ordinary Share | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 1,616,367 | 1,616,367 |
Ordinary shares, shares outstanding | 1,616,367 | 1,616,367 |
Deferred Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 1 | 1 |
Ordinary shares, shares outstanding | 1 | 1 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 £ / shares shares | Mar. 31, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ | $ 6,357 | $ 7,022 | $ 6,317 | ||
Vesting period | 4 years | ||||
Price per share | £ / shares | £ 92,451.851 | ||||
Shares cancelled | 389,854 | ||||
Unrecognized compensation costs related to unvested employee shares outstanding | $ | $ 2,600 | $ 6,100 | |||
Weighted-average period | 1 year 2 months 12 days | 1 year 9 months 18 days | |||
Weighted average grant-date fair value of share options granted | $ / shares | $ 0.81 | $ 2.02 | |||
Unrecognized compensation cost related to share options outstanding | $ | $ 4,800 | ||||
Share Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average period | 2 years 2 months 12 days | ||||
Deferred Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Deferred share repurchased | 1 | 1,509,384 | |||
Stock repurchase price per share | £ / shares | £ 0.01 | ||||
Number of outstanding shares cancelled | 109,058 | ||||
Price per share | $ / shares | |||||
Vesting on First Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
2021 Share Omnibus Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Ordinary shares reserved for future issuance | 2,572,558 | ||||
Increase of reserved shares, percent of common stock outstanding | 4% | ||||
Ordinary shares issued | 5,834,006 | ||||
Shares available for future grant | 1,141,189 | ||||
2021 Employee Share Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase of reserved shares, percent of common stock outstanding | 1% | ||||
Shares available for future grant | 467,738 | ||||
Ordinary shares authorized for issuance | 877,065 | 467,738 | |||
Percentage of fair market value of ADSs on offering date or exercise date at which employees have opportunity to purchase ordinary shares or ADSs. | 85% | ||||
Compensation expense | $ | $ 300 | ||||
2021 Share Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee share purchase plan terms | There is no minimum service condition on the Partnership Shares, and the participants can sell/transfer the shares after their acquisition from the market. There is a minimum service condition for the Free and Matching Shares that requires the participants to provide continuing service for at least 36 months from the date of grant. If the participants are no longer with the Company or its subsidiaries before the completion of 36 months' service (with the relevant date determined as the last day of employment), the Free and Matching Shares generally will be 100% forfeited and available for future issuance. | ||||
Percentage of shares forfeited and available for future issuance if minimum service conditions are not fulfilled | 100% | ||||
SIP shares issued under ESPP, including SIP shares | 394,563 | ||||
Employee stock purchase program, number of shares reserved and available to grant | 231,972 | ||||
Shares cancelled | 174,595 | 6,036 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Changes in Unvested Ordinary Shares (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Beginning balance | 1,294,803 | 1,903,058 |
Number of unvested ordinary shares, Granted | 383,126 | 356,566 |
Number of unvested ordinary shares, Vested | (595,202) | (915,817) |
Number of unvested ordinary shares, Forfeited | (243,882) | (49,004) |
Ending balance | 838,845 | 1,294,803 |
Beginning balance | $ 4.89 | $ 6.43 |
Weighted average grant date fair value, Granted | 0.95 | 2.86 |
Weighted average grant date fair value, Vested | 6.25 | 5.29 |
Weighted average grant date fair value, Forfeited | 4.79 | 3.53 |
Ending balance | $ 3.92 | $ 4.89 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Share Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Number of Options, Beginning Balance | 2,993,641 | |
Number of Options, Granted | 2,453,312 | |
Number of Options, Forfeited | (389,854) | |
Number of Options, Ending Balance | 5,057,099 | 2,993,641 |
Number of Options, Exercisable | 1,388,148 | |
Number of Options, Unvested | 3,668,951 | |
Weighted Average Exercise Price, Beginning Balance | $ 6.18 | |
Weighted Average Exercise Price, Granted | 1.15 | |
Weighted Average Exercise Price, Forfeited | 4.13 | |
Weighted Average Exercise Price, Ending Balance | 4.09 | $ 6.18 |
Weighted Average Exercise Price, Exercisable | 7.36 | |
Weighted Average Exercise Price, Unvested | $ 2.86 | |
Weighted Average Remaining Contractual Term | 8 years 3 months 7 days | 8 years 6 months 3 days |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 2 months 8 days | |
Weighted Average Remaining Contractual Term, Unvested | 8 years 8 months 4 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 150 | |
Aggregate Intrinsic Value, Ending Balance | 232 | $ 150 |
Aggregate Intrinsic Value, Exercisable | 37 | |
Aggregate Intrinsic Value, Unvested | $ 195 |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term (in years) | 6 years 7 days | 6 years 14 days |
Expected volatility | 72.81% | 69.74% |
Expected dividend yield | 0% | 0% |
Risk free interest rate | 3.53% | 2% |
Fair value of underlying ordinary shares | $ 1.19 | $ 3.06 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 6,357 | $ 7,022 | $ 6,317 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 3,500 | 3,750 | 3,362 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 2,857 | $ 3,272 | $ 2,955 |
Leases - Additional Information
Leases - Additional Information (Details) £ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 01, 2020 | Feb. 21, 2020 | Jul. 08, 2016 | Oct. 31, 2023 USD ($) | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Oct. 01, 2021 USD ($) | Feb. 28, 2020 | |
Lease Disclosure [Line Items] | ||||||||||||
Future minimum lease payments | $ 4,816,000 | |||||||||||
Operating lease right of use assets | 4,372,000 | $ 8,081,000 | ||||||||||
Operating lease liabilities | 4,615,000 | |||||||||||
Maximum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Required minimum balance maintained in connection with lease | $ 100,000 | |||||||||||
Master Service Agreement | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 5 years | |||||||||||
Lease expiration date | Aug. 31, 2020 | |||||||||||
Lease renewal expiration date | Aug. 31, 2023 | May 31, 2025 | May 31, 2025 | |||||||||
Six Agreements | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease expiration date | Jul. 31, 2022 | |||||||||||
Non-cancellable Operating Lease | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 10 years | 38 months | ||||||||||
Lease term, break clause period | 5 years | |||||||||||
Letter of credit expiration date | Sep. 30, 2024 | Sep. 30, 2024 | ||||||||||
Non-cancellable Operating Lease | Maximum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Required minimum balance maintained in connection with lease | $ 100,000 | |||||||||||
Manufacturing Services Collaboration Agreement | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 4 years | |||||||||||
Amendment and collaboration agreement terms | On February 22, 2024, the Company entered into an amendment to the manufacturing services collaboration agreement which extended the term through March 31, 2025. | On February 22, 2024, the Company entered into an amendment to the manufacturing services collaboration agreement which extended the term through March 31, 2025. | ||||||||||
Manufacturing Services Collaboration Agreement | Maximum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Collaboration agreement cancellation penalty amount | $ 200,000 | £ 0.1 | ||||||||||
Lease of Warehouse | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 10 years | |||||||||||
Lease term, break clause period | 5 years | |||||||||||
Lease termination premium | $ 300,000 | |||||||||||
Operating lease right of use assets | 1,900,000 | |||||||||||
Operating lease liabilities | 2,000,000 | |||||||||||
Lease of Warehouse | Maximum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Gain relating to derecognition of right-of-use asset and operating lease liabilities | $ 100,000 | |||||||||||
Lease of Office Premises | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 3 years | |||||||||||
Lease term, break clause period | 2 years | |||||||||||
Lease of Lab and Office Premises | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term | 10 years | |||||||||||
Lease of Lab and Office Premises | Maximum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term, break clause period | 6 years | |||||||||||
Lease of Lab and Office Premises | Minimum | ||||||||||||
Lease Disclosure [Line Items] | ||||||||||||
Lease term, break clause period | 3 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs Recognized and Other Information Pertaining to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Right of use assets obtained in exchange for new operating lease liabilities | $ 2,108 | $ 2,111 | $ 314 |
Right of use assets terminated in exchange for operating lease liabilities, net | (1,916) | ||
ASU 2016-02 | |||
Lease cost | |||
Operating lease cost | 4,655 | 4,512 | 4,718 |
Variable lease cost | 5,291 | 3,921 | 5,022 |
Short-term lease cost | 379 | 363 | 65 |
Total lease cost | 10,325 | 8,796 | 9,805 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases | 4,537 | 4,859 | 4,736 |
Right of use assets obtained in exchange for new operating lease liabilities | 2,108 | $ 2,111 | $ 314 |
Right of use assets terminated in exchange for operating lease liabilities, net | $ (1,916) | ||
Weighted average remaining lease term (in years) | 1 year 3 months 18 days | 2 years 3 months 18 days | 3 years 1 month 6 days |
Weighted average discount rate | 6.61% | 5.13% | 4.86% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 3,717 |
2025 | 1,099 |
Total lease payments | 4,816 |
Less: imputed interest | (201) |
Present value of lease liability | $ 4,615 |
License Agreements - Additional
License Agreements - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 USD ($) | Mar. 31, 2021 GBP (£) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 shares | Dec. 31, 2016 USD ($) | |
License Agreements [Line Items] | ||||||||
IP research and development expense | $ 58,246,000 | $ 57,263,000 | $ 42,224,000 | |||||
Minimum | TRACERx Patents | ||||||||
License Agreements [Line Items] | ||||||||
Acquisition price | £ | £ 25,000,000 | |||||||
CRT License | ||||||||
License Agreements [Line Items] | ||||||||
IP research and development expense | $ 300,000 | |||||||
Contribution period of royalty products | 10 years | 10 years | ||||||
Patent period of royalty products | 5 years | 5 years | ||||||
Expenses related to license agreement | $ 100,000 | |||||||
CRT License | B Ordinary Shares | ||||||||
License Agreements [Line Items] | ||||||||
Shares granted | shares | 396,125 | |||||||
CRT License | C Ordinary Shares | ||||||||
License Agreements [Line Items] | ||||||||
Shares granted | shares | 67,793 | |||||||
CRT License | Therapeutics Products | ||||||||
License Agreements [Line Items] | ||||||||
Aggregate milestone payments | £ | £ 6,500,000 | |||||||
CRT License | Non Therapeutics Products | ||||||||
License Agreements [Line Items] | ||||||||
Aggregate milestone payments | £ | £ 800,000 | |||||||
CRT License | Maximum | ||||||||
License Agreements [Line Items] | ||||||||
Payment for vaccine option | $ 100,000 | £ 100,000 | ||||||
Expenses related to license agreement | $ 100,000 | $ 100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Apr. 01, 2023 | May 24, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||||
Income tax benefits | $ 491,000 | $ 111,000 | $ 37,000 | ||
Net operating loss carryforwards | $ 121,700,000 | 140,500,000 | 71,000,000 | ||
Tax positions settlement | 50% | ||||
Uncertain tax positions | $ 0 | 0 | $ 0 | ||
Uncertain tax positions accrued interest or penalties | 0 | 0 | |||
Uncertain tax positions accrued interest or penalties recognized in statement of operations | $ 0 | $ 0 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 25% | 19% | 23.50% | 19% | 19% |
United Kingdom | |||||
Income Tax Disclosure [Line Items] | |||||
Income tax benefits | $ 0 | $ 0 | $ 0 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom | $ (69,329) | $ (71,405) | $ (61,182) |
Foreign | 155 | 340 | 120 |
Loss before provision for income taxes | $ (69,174) | $ (71,065) | $ (61,062) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense: | |||
Foreign | $ 281 | $ 337 | $ 59 |
Total current expense: | 281 | 337 | 59 |
Deferred expense (benefit): | |||
Foreign | 210 | (226) | (22) |
Total deferred expense (benefit): | 210 | (226) | (22) |
Total income tax expense: | $ 491 | $ 111 | $ 37 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense Computed at Statutory UK Income Taxes (Details) | 12 Months Ended | ||||
Apr. 01, 2023 | May 24, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income taxes at UK statutory rate | 25% | 19% | 23.50% | 19% | 19% |
Return to provision | (9.95%) | 6.87% | |||
R&D expenditure | (11.00%) | (8.30%) | (6.67%) | ||
Change in valuation allowance | (3.39%) | (23.58%) | (20.12%) | ||
Change in UK tax rate | 0.13% | 5.66% | 7.64% | ||
Other | 0.19% | (0.13%) | |||
Effective income tax rate reconciliation | (0.71%) | (0.16%) | (0.28%) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Component of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 30,435 | $ 35,121 | $ 17,742 | |
Depreciation | (606) | (7,989) | (1,311) | |
Non-cash share-based compensation | 6,488 | 4,456 | 2,328 | |
Other | 112 | 2,143 | 329 | |
Total deferred tax assets | 37,641 | 33,731 | 19,088 | |
Valuation allowance | (37,600) | (33,480) | (19,062) | $ (7,088) |
Net deferred tax assets | $ 41 | $ 251 | $ 26 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance at beginning of year | $ 33,480 | $ 19,062 | $ 7,088 |
Increases recorded to income tax provision | 2,252 | 12,731 | 7,624 |
Exchange difference | 1,774 | (2,332) | (313) |
Change in tax rate | 94 | 4,019 | 4,663 |
Valuation allowance at end of year | $ 37,600 | $ 33,480 | $ 19,062 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (69,665) | $ (71,176) | $ (61,099) |
Net loss attributable to ordinary shareholders - basic | (69,665) | (71,176) | (61,099) |
Net loss attributable to ordinary shareholders - diluted | $ (69,665) | $ (71,176) | $ (61,099) |
Weighted-average number of ordinary shares used in net loss per share - basic | 39,973,059 | 39,139,693 | 28,654,760 |
Weighted-average number of ordinary shares used in net loss per share - diluted | 39,973,059 | 39,139,693 | 28,654,760 |
Net loss per share-basic | $ (1.74) | $ (1.82) | $ (2.13) |
Net loss per share-diluted | $ (1.74) | $ (1.82) | $ (2.13) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 5,895,944 | 4,288,444 | 3,260,905 |
Unvested Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 838,845 | 1,294,803 | 1,903,058 |
Share Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 5,057,099 | 2,993,641 | 1,357,847 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 |
Other Commitments [Line Items] | |||
Unused purchase commitment | $ 3.5 | $ 3.8 | |
Lease of Lab and Office Premises | |||
Other Commitments [Line Items] | |||
Lease term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance, beginning of the year | $ 933 | $ 690 |
Additional obligations recognized in the current year | 168 | |
Accretion expense | 82 | 75 |
Balance, end of year | $ 1,015 | $ 933 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
United Kingdom | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid | $ 2,300,000 | $ 2,300,000 | $ 1,800,000 |
United States | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid | $ 100,000 | $ 100,000 | $ 100,000 |