Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
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 | 40,603,489 |
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 |
Auditor Name | KPMG, LLC |
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, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 266,319 | $ 177,849 |
Prepaid expenses and other current assets | 18,430 | 9,948 |
Total current assets | 284,749 | 187,797 |
Non-current assets: | ||
Property and equipment, net | 17,743 | 13,369 |
Operating lease right of use assets | 11,048 | 14,740 |
Deferred tax assets | 26 | 4 |
Restricted cash | 33 | |
Other assets | 3,507 | 3,008 |
Total non-current assets | 32,357 | 31,121 |
TOTAL ASSETS | 317,106 | 218,918 |
Current liabilities: | ||
Accounts payable | 3,722 | 6,314 |
Income taxes payable | 7 | |
Accrued expenses and other liabilities | 10,906 | 6,590 |
Operating lease liabilities—current | 4,482 | 3,712 |
Total current liabilities | 19,110 | 16,623 |
Non-current liabilities: | ||
Operating lease liabilities-non-current | 7,777 | 12,271 |
Other long-term liability | 691 | 652 |
Total non-current liabilities | 8,468 | 12,923 |
Total liabilities | 27,578 | 29,546 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity: | ||
Ordinary shares, £0.001 par value; 40,603,489 and 4,389,920 shares authorized, issued and outstanding at December 31,2021 and 2020, respectively | 54 | 6 |
Deferred shares, £92,451.851 par value, one share authorized, issued and outstanding at December 31, 2021; Deferred shares, £0.001 par value; 30,521 shares issued and outstanding at December 31,2020 | 128 | |
Additional paid in capital | 401,821 | 234,922 |
Accumulated other comprehensive income | 6,636 | 12,322 |
Accumulated deficit | (119,111) | (58,012) |
Total shareholders’ equity | 289,528 | 189,372 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 317,106 | 218,918 |
Convertible Preferred Shares | ||
Shareholders' equity: | ||
Convertible preferred shares, £0.001 par value; no shares authorized, issued and outstanding as of December 31, 2021; 104,854,673 shares authorized, issued and outstanding at December 31, 2020 | $ 134 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021£ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020£ / sharesshares | Dec. 31, 2020$ / sharesshares |
Ordinary shares, par value | (per share) | £ 0.001 | $ 0.001 | £ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 40,603,489 | 40,603,489 | 4,389,920 | 4,389,920 |
Ordinary shares, shares issued | 40,603,489 | 40,603,489 | 4,389,920 | 4,389,920 |
Ordinary shares, shares outstanding | 40,603,489 | 40,603,489 | 4,389,920 | 4,389,920 |
Deferred shares, par value | £ / shares | £ 92,451.851 | £ 0.001 | ||
Deferred shares, shares authorized | 1 | 1 | ||
Deferred shares, shares issued | 1 | 1 | 30,521 | 30,521 |
Deferred shares, shares outstanding | 1 | 1 | 30,521 | 30,521 |
Convertible Preferred Shares | ||||
Convertible preferred shares, par value | £ / shares | £ 0.001 | £ 0.001 | ||
Convertible preferred shares, shares authorized | 0 | 0 | 104,854,673 | 104,854,673 |
Convertible preferred shares, shares issued | 0 | 0 | 104,854,673 | 104,854,673 |
Convertible preferred shares, shares outstanding | 0 | 0 | 104,854,673 | 104,854,673 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES: | |||
Research and development | $ 42,224 | $ 22,629 | $ 9,072 |
General and administrative | 21,971 | 11,098 | 4,703 |
Total operating expenses | 64,195 | 33,727 | 13,775 |
Loss from operations | (64,195) | (33,727) | (13,775) |
OTHER INCOME (EXPENSE), NET: | |||
Other income (expense) | 3,133 | 531 | (215) |
Total other income (expense), net | 3,133 | 531 | (215) |
Loss before provision for income taxes | (61,062) | (33,196) | (13,990) |
Provision for income taxes | (37) | (3) | |
Net loss | (61,099) | (33,199) | (13,990) |
Other comprehensive income: | |||
Foreign exchange translation adjustment | (5,686) | 4,213 | 8,504 |
Comprehensive loss | $ (66,785) | $ (28,986) | $ (5,486) |
Net loss per share attributable to ordinary shareholders—basic and diluted | $ (2.13) | $ (31.14) | $ (21.79) |
Weighted average ordinary shares outstanding—basic and diluted | 28,654,760 | 1,066,208 | 642,169 |
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 A Convertible Preferred SharesAdditional Paid-in Capital | Series B Convertible Preferred Shares | Series B Convertible Preferred SharesAdditional Paid-in Capital | Series C Convertible Preferred Shares | Series C Convertible Preferred SharesAdditional Paid-in Capital |
Beginning balance at Dec. 31, 2018 | $ 12,673 | $ 2 | $ 23,866 | $ (395) | $ (10,823) | |||||||
Beginning balance, shares at Dec. 31, 2018 | 17,850,000 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 23 | |||||||||||
Beginning balance, shares at Dec. 31, 2018 | 1,407,925 | 71,431 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs | $ 13 | $ 43 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs, shares | 10,400,000 | 34,794,714 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs | $ 13,254 | $ 13,241 | $ 80,188 | $ 80,145 | ||||||||
Issuance of ordinary shares (Note 7) | $ 2 | (2) | ||||||||||
Issuance of ordinary shares (Note 7), shares | 1,358,765 | |||||||||||
Conversion of ordinary shares into deferred shares | $ 1 | (1) | ||||||||||
Conversion of ordinary shares into deferred shares, share | (232,483) | 920,434 | ||||||||||
Share-based compensation expense | 719 | 719 | ||||||||||
Unrealized gain on foreign currency translation | 8,504 | 8,504 | ||||||||||
Net loss | (13,990) | (13,990) | ||||||||||
Ending balance at Dec. 31, 2019 | 101,348 | $ 4 | $ 1 | 117,968 | 8,109 | (24,813) | ||||||
Ending balance, shares at Dec. 31, 2019 | 28,250,000 | 34,794,714 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 36 | $ 43 | ||||||||||
Ending balance, shares at Dec. 31, 2019 | 2,534,207 | 991,865 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs | $ 23 | $ 32 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs, shares | 17,397,356 | 24,412,603 | ||||||||||
Issuance of convertible preferred shares, net of issuance costs | $ 44,124 | $ 44,101 | $ 69,894 | $ 69,862 | ||||||||
Issuance of ordinary shares (Note 7) | $ 2 | (2) | ||||||||||
Issuance of ordinary shares (Note 7), shares | 1,993,503 | |||||||||||
Conversion of ordinary shares into deferred shares | $ 1 | (1) | ||||||||||
Conversion of ordinary shares into deferred shares, share | (137,790) | 548,040 | ||||||||||
Repurchase of deferred shares | $ (2) | 2 | ||||||||||
Repurchase of deferred shares, shares | (1,509,384) | |||||||||||
Share-based compensation expense | 2,992 | 2,992 | ||||||||||
Unrealized gain on foreign currency translation | 4,213 | 4,213 | ||||||||||
Net loss | (33,199) | (33,199) | ||||||||||
Ending balance at Dec. 31, 2020 | $ 189,372 | $ 6 | 234,922 | 12,322 | (58,012) | |||||||
Ending balance, shares at Dec. 31, 2020 | 104,854,673 | 28,250,000 | 52,192,070 | 24,412,603 | ||||||||
Ending balance at Dec. 31, 2020 | $ 230,931 | $ 36 | $ 66 | $ 32 | ||||||||
Ending balance, shares at Dec. 31, 2020 | 4,389,920 | 30,521 | ||||||||||
Issuance of ordinary shares (Note 7) | 160,624 | $ 14 | 160,610 | |||||||||
Issuance of ordinary shares (Note 7), shares | 9,750,000 | |||||||||||
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) | ||||||||||
Share-based compensation expense | 6,317 | 6,317 | ||||||||||
Unrealized 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 | 0 | |||||||||||
Ending balance, shares at Dec. 31, 2021 | 40,603,489 | 1 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series B Convertible Preferred Shares | ||
Issuance costs | $ 20 | $ 283 |
Series C Convertible Preferred Shares | ||
Issuance costs | $ 187 |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (61,099) | $ (33,199) | $ (13,990) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 3,288 | 772 | 302 |
Loss on disposal of property and equipment | 156 | 14 | |
Changes in right of use assets and operating lease liabilities, net | (18) | 1,179 | (9) |
Non-cash loss on foreign currency remeasurement | 3 | 0 | |
Non-cash share-based compensation | 6,317 | 2,992 | 719 |
Changes in operating assets and liabilities | |||
Prepaid expenses and other current assets | (9,771) | (3,120) | (2,566) |
Accounts payable | (2,572) | 5,258 | 548 |
Income taxes payable | (7) | 7 | |
Accrued expenses and other liabilities | 4,937 | 3,045 | 873 |
Other long-term liability | 47 | 614 | |
Deferred tax assets | (22) | (4) | |
Other assets | (543) | (2,796) | (33) |
Net cash used in operating activities | (59,284) | (25,252) | (14,142) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (7,634) | (11,847) | (942) |
Net cash used in investing activities | (7,634) | (11,847) | (942) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issuance of ADRs in initial public offering, net of issuance costs | 160,755 | ||
Proceeds of issuance of convertible preferred shares, net of issuance costs | 113,825 | 93,622 | |
Payments of initial public offering costs | (121) | ||
Net cash provided by financing activities | 160,755 | 113,704 | 93,622 |
Effect of exchange rate changes on cash equivalents and restricted cash | (5,334) | 3,650 | 8,373 |
Net increase in cash | 88,503 | 80,255 | 86,911 |
Cash, cash equivalents and restricted cash, beginning of year | 177,849 | 97,594 | 10,683 |
Cash, cash equivalents and restricted cash, end of year | 266,352 | 177,849 | 97,594 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Right of use assets obtained in exchange for new operating lease liabilities | 314 | 15,846 | 457 |
Property and equipment purchases in accrued expenses | 726 | 285 | 343 |
Issuance costs of convertible preferred shares included in accounts payable | 192 | ||
Deferred offering costs included in accrued expenses | 826 | ||
Cash and cash equivalents | 266,319 | $ 177,849 | $ 97,594 |
Restricted cash | $ 33 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Achilles Therapeutics plc (formerly Achilles TX Limited) and subsidiaries, or the Company, is a biopharmaceutical company developing transformative 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) and consummating the corporate reorganization described below. 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 corporate reorganization and initial public offering, or IPO, took place in several steps which were completed on April 6, 2021. • Exchange of Achilles Therapeutics UK Limited Shares for Achilles TX Limited Shares : In December 2020 all shareholders of Achilles Therapeutics UK Limited (except for the holders of deferred shares) exchanged each of the shares held by them for shares of Achilles TX Limited to result in them holding the same number and class of newly issued shares of £1.20 nominal value of Achilles TX Limited and, as a result, Achilles TX Limited became the sole shareholder of Achilles Therapeutics UK Limited. • Reduction of the share capital of Achilles TX Limited: Achilles TX Limited reduced its share capital by way of a reduction of the nominal value of each share in the capital of Achilles TX Limited from £1.20 to £0.001 in order to satisfy the net asset test requirement in section 92 of the Companies Act 2006 for re-registration as a public limited company and to create distributable reserves. • Re-registration of Achilles TX Limited as Achilles Therapeutics plc: In February 2021, Achilles TX Limited was re-registered as a public limited company pursuant to section 92 of the UK Companies Act 2006 and renamed Achilles Therapeutics plc. The Company adopted new Articles of Association appropriate for a public limited company. As a result of the above Achilles TX Limited is the successor to Achilles Therapeutics UK Limited (the “Predecessor”) and the financial information for the period prior to the incorporation of Achilles TX Limited represents that of the Predecessor. On April 6, 2021, the Company completed the initial public offering, or IPO. In connection with the IPO, the Company sold an aggregate of 9,750,000 ADSs representing the same number of ordinary shares, at a public offering price of $18.00 per ADS. Net proceeds were $160.6 million, after deducting underwriting discounts and commissions and other offering expenses. Upon completion of the IPO, the Company adopted new articles suitable for a listed public limited company. On April 6, 2021, the Company effected a one-for-0.2526 (rounded to four decimal places) reverse share split of its issued and outstanding ordinary shares except for N ordinary shares and a proportional adjustment to the existing conversion ratios for each class of the Company’s convertible preferred shares, and a one-for-0.1792 (rounded to four decimal places) reverse share split of its issued and outstanding N ordinary shares. Accordingly, all share and per share amounts for all periods presented in the consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse share split and adjustment of the preferred share conversion ratios. Two shareholders elected to receive a number of Class A non-voting ordinary shares rather than their full entitlement of ordinary shares following the reverse share split. As part of this reverse share split, a single deferred share with a nominal value of £ 92,451.851 in the capital of the Company was created. 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 In accordance The December 31 The As of December 31, 2021, the Company had cash and cash equivalents of $266.3 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis 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. . Use The Segment Operating 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. All material long-lived assets of the Company reside in the UK Foreign The gains of 2021, For (loss)/ Cash The 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. Deferred Initial Public Offering Costs The Company capitalized deferred initial public offering, or IPO, costs, which primarily consist of direct, incremental legal, professional accounting and other third-party fees relating to the Company’s IPO, within prepaid expenses and other current assets. The deferred IPO costs were offset against IPO proceeds upon the consummation of the offering. The Company recorded $ 1.0 million of deferred IPO costs as of December 31, 2020. The Company did no t record any deferred IPO costs as of December 31, 2021 and 2019. Fair 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 Financial Property Property 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 Impairment The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company recognized an impairment loss of $0.1 million in the year ended December 31, 2021. The Company did not recognize any impairment losses in the years ended December 31, 2020 and 2019. Research Research Research The 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 commitments Effective Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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. Effective Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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 Valuation of Privately-Held-Company Equity Securities Issued as Compensation 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 Leases Effective Lease Operating Income 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 The 2021, Research The The As The Unsurrendered UK Comprehensive Comprehensive Net The Government grants The Group 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. Recent Recently In December 2019, the FASB issued ASU 2019-12, “ Income Taxes—Simplifying the Accounting for Income Taxes In November 2021, the FASB issued ASU 2021-10, “ Government Assistance – Topic 832 – Disclosures by Business Entities about Government Assistance 15, 2021; however, early adoption is permitted. The new guidance was adopted on January 1, 2022 and will be effective for the year ended December 21, 2022. This guidance is not expected to 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, 2021 | |
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, 2021 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 40,224 $ — $ — $ 40,224 $ — $ — There were no liabilities measured at fair value on a recurring basis as of December 31, 2021. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid December 31, 2021 2020 UK R&D tax credit $ 10,523 $ 6,214 Prepaid research and development 3,608 751 Prepaid insurance 1,525 21 VAT recoverable 650 1,125 Deferred offering costs — 1,007 Other current assets 2,124 830 $ 18,430 $ 9,948 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Lab equipment $ 7,505 $ 4,644 Leasehold improvements 7,021 6,960 Office equipment and computers 1,561 1,168 Fixtures and fittings 757 706 Assets under construction 5,351 1,275 22,195 14,753 Less: Accumulated depreciation (4,452 ) (1,384 ) $ 17,743 $ 13,369 Depreciation $3.3 million, 2021, |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 6. Accrued December 31, 2021 2020 Compensation and benefits $ 2,649 $ 1,494 External research and development expenses 2,985 2,201 Facility costs 2,629 868 Property and equipment 712 303 Professional services 663 1,222 Other liabilities 1,268 502 $ 10,906 $ 6,590 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Shareholders’ Equity | 7. Ordinary As of December 31, 2021 and 2020, the Company had the following number of ordinary shares with a par value £0.001 (equivalent to $0.001) issued and outstanding December 31, 2021 2020 Ordinary shares 38,987,122 — Class A non-voting ordinary shares 1,616,367 — B Ordinary shares — 505,108 D Ordinary shares — 155,669 E Ordinary shares — 80,007 F Ordinary shares — 327,084 G Ordinary shares — 194,261 H Ordinary shares — 88,871 I Ordinary shares — 48,391 J Ordinary shares — 262,478 L Ordinary shares — 1,207,670 M Ordinary shares — 811,436 N Ordinary shares — 708,945 Deferred Shares 1 30,521 Total ordinary and deferred shares 40,603,490 4,420,441 As of December 31, 2020 and 2019, the Company issued various classes of ordinary shares as Employee Shares (See Note 8). Each holder of B ordinary shares was entitled to one vote per B ordinary share and, to receive dividends declared with Investor Majority consent and any such dividend as determined by the board of directors of the Company acting with investor director consent, provided that the preferred shares and the B ordinary shares shall, subject to the 2019 Articles and 2020 Articles, rank equally in all respects for the purpose of any dividend that is declared or paid. All other classes of ordinary shares do not have voting rights. All ordinary shares, including B shares, have a liquidation preference that is junior to Preferred Shares. 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, 2021, the Company has not declared any dividends. Deferred shares As of December 31, 2020 and 2019, deferred shares were a unit of equity in the Company. Deferred shares can be repurchased at any time by the Company for £1.00 for all the deferred shares registered in the name of any holder. Deferred shares have effectively no voting or economic rights attached to them. 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 (Note 1). As of December 31, 2021, the Company had one deferred share which could be repurchased at any time by the Company for nil consideration. Convertible The As of December 31, 2020, Convertible Preferred Shares consisted of the following (in thousands, except share data): Shares Liquidation Carrying Authorized Outstanding preference value Series A preferred shares 28,250,000 28,250,000 $ 36,725 $ 36,725 Series B preferred shares (1) 52,192,070 52,192,070 124,615 124,312 Series C preferred shares 24,412,603 24,412,603 70,081 69,894 104,854,673 104,854,673 $ 231,421 $ 230,931 (1) The liquidation preference amount of Series B preferred shares as of December 31, 2020 illustrated in the above tables represents the liquidation amount under the initial public offering. The liquidation preference amount of Series B preferred shares will be different under other situations. 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, 2021. The rights, preferences, and privileges of Convertible Preferred Shares were as follows as of December 31, 2020 Conversion At the option of the holder, Convertible Preferred Shares are convertible into an equivalent number of B ordinary shares at any time at conversion ratio of 1:1 In the event the Company issues additional new securities at a price equal to or less than £1.916 per share, the Company shall, unless and to the extent that the holders of 80% of the Series B preferred shares and Series C preferred shares waived, issue to each holder of Series B preferred shares and Series C preferred shares a number of new Series B preferred shares and Series C preferred shares in accordance with the anti-dilution protections within the articles of association. In the event the Company issues additional new securities at a price equal to or less than £2.1589 per share but higher than £1.916 per share, the Company shall, unless and to the extent that the holders of 80% of the Series C preferred shares waived, issue to each holder of Series C preferred shares a number of new Series C preferred shares in accordance with the anti-dilution protections within the articles of association. Dividends Subject to consent of 60% of holders of the Convertible Preferred Shares, dividends may be paid to the holders of Convertible Preferred Shares and B ordinary shares as determined by the board of directors of the Company. Through December 31, 2021, no dividends have been declared or paid. Voting rights The holders of the Convertible Preferred Shares were entitled to vote, together with the holders of B ordinary shares, at all general meetings of the Company and to receive and vote on proposed written resolutions of the Company. The Convertible Preferred Shares carried the right to one vote per Convertible Preferred Share held. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder of the then-outstanding Convertible Preferred Shares would be entitled to an amount equal to 100%, 106% and 100% of the subscription price of Series A preferred shares held, Series B preferred shares held and Series C preferred shares held, respectively. After Convertible Preferred Shares, holders of deferred shares would be paid a total of £1.00 for the entire class of deferred shares. Any remaining surplus after liquidation preference to the holders of the Convertible Preferred Shares and deferred shares would then be distributed to the holders of vested ordinary shares (as if they constituted one and the same class) pro rata to the number of vested ordinary shares held. If the amount each Convertible Preferred Share holder was entitled to by participating in the liquidation event as an ordinary share holder on an as-converted basis (regardless of whether such holder converted its Convertible Preferred Shares to B ordinary shares) was greater than the amount to which the holder was entitled as a Convertible Preferred Share holder, the entitlement of the Convertible Preferred Share holder would be calculated on an as-converted ordinary share basis and is ranked equal to the rights of ordinary shareholders. If upon any such liquidation, dissolution, or winding-up, the assets available for distribution to shareholders were insufficient to pay the holders of the Convertible Preferred Shares the full amounts to which they were entitled, the holders of Convertible Preferred Shares were to share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the Convertible Preferred Shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | 8. Employee Shares and Options 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 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 2,572,558 shares as of December 31, 2021, of which 1,578,993 shares remained available for future grant. 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 reserves and authorizes 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 total number of ordinary shares that may be issued under the ESPP was 467,738 shares as of December 31, 2021, of which 467,738 shares remained available for future grant. As of December 31, 2021, the initial purchase period under the ESPP has not yet commenced. Employee Shares The Company typically grants incentive shares which vest over a four-year Unvested Employee Shares are forfeited upon the giving or receiving of notice of termination of employment or service relationship in accordance with the Articles of the Company (prior to IPO, and in accordance with the Vesting Agreements post-IPO) and 2020 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 with the 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 immediately before the IPO were cancelled upon 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, 2021, the Company had one deferred share which could be repurchased by the Company at any time for nil consideration. 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 records expense for these awards using the straight-line method. A Number of Weighted unvested average ordinary grant date shares fair value Unvested ordinary shares as of December 31, 2019 1,727,874 $ 2.96 Granted 1,993,503 $ 7.58 Vested (746,095 ) $ 3.44 Forfeited (137,790 ) $ 3.46 Unvested ordinary shares as of December 31, 2020 2,837,492 $ 6.38 Granted — — Vested (916,172 ) $ 5.61 Forfeited (18,262 ) $ 6.80 Unvested ordinary shares as of December 31, 2021 1,903,058 $ 6.43 As of 2021 and 2.6 Share Options The following table summarizes the Company’s share options activity for the year ended December 31, 2021: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 240,584 $ 6.75 4.84 $ 313 Granted 1,164,778 $ 13.83 Exercised — — Forfeited (47,515 ) $ 12.98 Outstanding as of December 31, 2021 1,357,847 $ 8.95 8.58 $ 10 Exercisable as of December 31, 2021 102,424 $ 6.99 4.37 $ — Unvested as of December 31, 2021 1,255,423 $ 9.11 8.92 $ 10 The weighted average grant-date fair value of share options granted during the year ended December 31, 2021 and 2020 was $5.42 and $3.33 per share, respectively. As of 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, 2021 and 2020 were as follows: Year Ended December 31, Year Ended December 31, 2021 2020 Expected term (in years) 6.02 Years 3.21 Years Expected volatility 72.15 % 73.81 % Expected dividend yield 0.00 % 0.00 % Risk free interest rate 1.07 % 0.20 % Fair value of underlying ordinary shares $ 9.53 $ 6.35 Share-based Compensation Expense Share-based Years Ended December 31, 2021 2020 2019 Research and development $ 3,362 $ 1,331 $ 332 General and administrative 2,955 1,661 387 $ 6,317 $ 2,992 $ 719 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases As of December 31, 2021, the Company had seven operating leases of real property for office and laboratory use, for which the Company recorded right-of-use assets and leases 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 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 will expire on August 31, 2023. 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 six agreements which will expire on July 31, 2022. On January 10, 2020, the Company entered into a non-cancellable operating lease in relation to office and laboratory premises at Gunnels Wood Road, Stevenage, Hertfordshire for a period of 2 years. The future minimum lease payments committed to in relation to this lease less any landlord incentives to be recognized up to the break total £0.2 million or $0.2 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. The future minimum lease payments committed to in relation to this lease less any landlord incentives to be recognized up to the break total £5.4 million or $7.0 million. 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 £2.2 million or $2.7 million should the Company terminate without due cause. 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. The Company expects to construct a flexible GMP modular facility to scale up its manufacturing footprint at these premises. The future minimum lease payments to be committed to in relation to this lease up to the break date are £3.8 million or $4.9 million. 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 future minimum lease payments to be committed to in relation to this lease up to the break date are £0.1 million or $0.1 million. 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 will be recorded on the lease commencement date, which is 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, 2022. However, it automatically extends for additional one-year 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, 2021, 2020 and 2019 (dollars in thousands): Years ended December 31, 2021 2020 2019 Lease cost Operating lease cost $ 4,718 $ 2,927 $ 564 Variable lease cost 5,022 2,891 31 Short-term lease cost 65 49 88 $ 9,805 $ 5,867 $ 683 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 4,736 $ 1,844 $ 574 Right of use assets obtained in exchange for new operating lease liabilities $ 314 $ 15,846 $ 457 Weighted average remaining lease term (in years) 3.1 years 4.0 years 0.9 years Weighted average discount rate 4.86 % 4.85 % 5.01 % 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 at December 31, 2021, the following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2021 (in thousands): December 31, 2021 Operating lease liabilities payment 2022 $ 4,974 2023 4,322 2024 3,046 2025 815 Total lease payments $ 13,157 Less: imputed interest (898 ) Present value of lease liability $ 12,259 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2021 | |
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. CRT granted the Company the right of first negotiation to license certain patents rights generated by the Company’s founders outside of the TRACERx study which relate to the licensed technology. 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. In May 2018, the Company entered into an amendment to the License Agreement that created an additional sample period through July 2020 and specified additional patient tumor and blood materials to be subject to the License Agreement related to the immunology side study. The License Agreement was subsequently amended in July 2020, November 2020 and March 2021. 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 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 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 not finalized as of December 31, 2021. Less than $0.1 million of expenses were recorded for the year ended December 31, 2021 related to the CRT License Agreement. No expenses were recorded for the years ended December 31, 2020 and 2019 related to the CRT License Agreement. Secarna license On October 20, 2021, the Company entered into an agreement, or Secarna Agreement with Secarna Pharmaceuticals GmbH & Co. KG or Secarna, whereby Secarna granted to the Company a non-exclusive worldwide license under certain patent and other intellectual property rights, to use the Secarna technology in the ex vivo manufacture of a T cell pharmaceutical product. The Company is obligated to pay Secarna development milestone payments up to a maximum aggregate of €6.5 €26 million ($29.4 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 60 day remedy period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. The Company is domiciled in the United Kingdom and is primarily subject to taxation in that country. During the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019, 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, 2021 2020 2019 United Kingdom $ (61,182 ) $ (33,204 ) $ (13,990 ) Foreign 120 8 — $ (61,062 ) $ (33,196 ) $ (13,990 ) The income tax provision for the years ended December 31, 2021, 2020 and 2019 is comprised of the following (in thousands): December 31, 2021 2020 2019 Current expense: United Kingdom $ — $ — $ — Foreign 59 7 — Total current expense: 59 7 — Deferred expense (benefit): United Kingdom — — — Foreign (22 ) (4 ) — Total deferred expense (benefit): (22 ) (4 ) — Total income tax expense: $ 37 $ 3 $ — The 2021, 2020 A Year Ended December 31, 2021 2020 2019 Income taxes at UK statutory rate 19.00 % 19.00 % 19.00 % R&D expenditure (6.67 )% (6.69 )% (12.37 )% Change in valuation allowance (20.12 )% (13.12 )% (6.85 )% Change in UK tax rate 7.64 % — — Other (0.13 )% 0.80 % 0.22 % (0.28 )% (0.01 )% — Significant 2021, December 31, 2021 2020 2019 Deferred tax assets Net operating loss carryforwards $ 17,742 $ 7,065 $ 2,475 Depreciation (1,311 ) (983 ) (243 ) Non-cash share-based compensation 2,328 769 161 Other 329 241 (2 ) Total deferred tax assets $ 19,088 $ 7,092 $ 2,391 Valuation allowance (19,062 ) (7,088 ) (2,391 ) Net deferred tax assets $ 26 $ 4 $ — As of Changes December 31, 2021 2020 2019 Valuation allowance at beginning of year $ 7,088 $ 2,391 $ 1,342 Increases recorded to income tax provision 7,624 4,628 996 Exchange difference (313 ) 69 53 Change in tax rate 4,663 — — Valuation allowance at end of year $ 19,062 $ 7,088 $ 2,391 Future The The The During the second quarter of 2021, the Finance Act 2021 (the Act) was enacted in the United Kingdom. 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, 2021 and 2020, 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, 2021 and 2020. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Basic Year ended December 31, 2021 2020 2019 Numerator Net loss $ (61,099 ) $ (33,199 ) $ (13,990 ) Net loss attributable to ordinary shareholders—basic and diluted $ (61,099 ) $ (33,199 ) $ (13,990 ) Denominator Weighted-average number of ordinary shares used in net loss per share—basic and diluted 28,654,760 1,066,208 642,169 Net loss per share—basic and diluted $ (2.13 ) $ (31.14 ) $ (21.79 ) The 2021, Year ended December 31, 2021 2020 2019 Series A preferred shares (as converted into ordinary shares) — 7,134,644 7,134,644 Series B preferred shares (as converted into ordinary shares) — 13,181,515 8,787,851 Series C preferred shares (as converted into ordinary shares) — 6,165,672 — Unvested ordinary shares 1,903,058 2,837,492 1,727,874 Share options 1,357,847 240,584 — Total 3,260,905 29,559,907 17,650,369 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments Commitment The 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 7 years. The future minimum lease payments to be committed to in relation to this lease up to the break date are £0.6 million or $0.8 million. As of December 31, 2021, the lease was not commenced and no right of use assets and operating lease liabilities were recognized related to that lease agreement. Asset Retirement Obligations The following is a reconciliation of our beginning and ending asset retirement obligation balances for 2021 and 2020 (in thousands): 2021 2020 Balance, beginning of the year $ 652 $ — Additions in estimates 652 Accretion of discount $ 38 — Balance, end of year $ 690 $ 652 The Company’s asset retirement obligations relate to post-closure reclamation costs for a lease of office and laboratory space. Legal From Indemnification In 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, 2021 | |
Income Tax Disclosure [Abstract] | |
Related Party Transactions | 14. The 2021, During the year ended December 31, 2019, $0.1 million was charged to the company by Syncona Investment Management Limited for management fees and other costs incurred on behalf of the Company. No such transaction was incurred during the year ended December 31, 2021 and 2020. Syncona Investment Management is a subsidiary of Syncona Limited. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 15. In the United Kingdom, 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 $1.8 million, $1.0 million and $0.5 in contributions in the year ended December 31, 2021, 2020 and 2019, 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. The Company has completed an evaluation of all subsequent events through March 1, 2022, 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, 2021, and events which occurred subsequently but were not recognized in these financial statements. On February 2, 2022, the Company issued 1,044,410 options with an exercise price of $3.62. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern | Going In accordance The December 31 The As of December 31, 2021, the Company had cash and cash equivalents of $266.3 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 |
Basis of Presentation | Basis 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. . |
Use of Estimates | Use The |
Segment Information | Segment Operating 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. All material long-lived assets of the Company reside in the UK |
Foreign Currency Translation | Foreign The gains of 2021, For (loss)/ |
Cash and Cash Equivalents | Cash The 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. |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs The Company capitalized deferred initial public offering, or IPO, costs, which primarily consist of direct, incremental legal, professional accounting and other third-party fees relating to the Company’s IPO, within prepaid expenses and other current assets. The deferred IPO costs were offset against IPO proceeds upon the consummation of the offering. The Company recorded $ 1.0 million of deferred IPO costs as of December 31, 2020. The Company did no t record any deferred IPO costs as of December 31, 2021 and 2019. |
Fair Value of Financial Instruments | Fair 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 Financial |
Property and Equipment | Property Property 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 |
Impairment of Long-Lived Assets | Impairment The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company recognized an impairment loss of $0.1 million in the year ended December 31, 2021. The Company did not recognize any impairment losses in the years ended December 31, 2020 and 2019. |
Research and Development Costs | Research Research |
Research Contract Costs and Accruals | Research The |
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 commitments Effective Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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. Effective Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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 Valuation of Privately-Held-Company Equity Securities Issued as Compensation 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 |
Leases | Leases Effective Lease Operating |
Income Taxes | Income 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 The 2021, |
Research and Development Tax Credit | Research The The As The Unsurrendered UK |
Comprehensive Income (Loss) | Comprehensive Comprehensive |
Net Loss Per Share | Net The |
Government Grants | Government grants The Group 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. |
Recent Accounting Pronouncements | Recent Recently In December 2019, the FASB issued ASU 2019-12, “ Income Taxes—Simplifying the Accounting for Income Taxes In November 2021, the FASB issued ASU 2021-10, “ Government Assistance – Topic 832 – Disclosures by Business Entities about Government Assistance 15, 2021; however, early adoption is permitted. The new guidance was adopted on January 1, 2022 and will be effective for the year ended December 21, 2022. This guidance is not expected to 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, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment | Property 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, 2021 2020 Lab equipment $ 7,505 $ 4,644 Leasehold improvements 7,021 6,960 Office equipment and computers 1,561 1,168 Fixtures and fittings 757 706 Assets under construction 5,351 1,275 22,195 14,753 Less: Accumulated depreciation (4,452 ) (1,384 ) $ 17,743 $ 13,369 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 40,224 $ — $ — $ 40,224 $ — $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid December 31, 2021 2020 UK R&D tax credit $ 10,523 $ 6,214 Prepaid research and development 3,608 751 Prepaid insurance 1,525 21 VAT recoverable 650 1,125 Deferred offering costs — 1,007 Other current assets 2,124 830 $ 18,430 $ 9,948 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property 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, 2021 2020 Lab equipment $ 7,505 $ 4,644 Leasehold improvements 7,021 6,960 Office equipment and computers 1,561 1,168 Fixtures and fittings 757 706 Assets under construction 5,351 1,275 22,195 14,753 Less: Accumulated depreciation (4,452 ) (1,384 ) $ 17,743 $ 13,369 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued December 31, 2021 2020 Compensation and benefits $ 2,649 $ 1,494 External research and development expenses 2,985 2,201 Facility costs 2,629 868 Property and equipment 712 303 Professional services 663 1,222 Other liabilities 1,268 502 $ 10,906 $ 6,590 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Ordinary Shares Issued and Outstanding | As of December 31, 2021 and 2020, the Company had the following number of ordinary shares with a par value £0.001 (equivalent to $0.001) issued and outstanding December 31, 2021 2020 Ordinary shares 38,987,122 — Class A non-voting ordinary shares 1,616,367 — B Ordinary shares — 505,108 D Ordinary shares — 155,669 E Ordinary shares — 80,007 F Ordinary shares — 327,084 G Ordinary shares — 194,261 H Ordinary shares — 88,871 I Ordinary shares — 48,391 J Ordinary shares — 262,478 L Ordinary shares — 1,207,670 M Ordinary shares — 811,436 N Ordinary shares — 708,945 Deferred Shares 1 30,521 Total ordinary and deferred shares 40,603,490 4,420,441 |
Summary of Convertible Preferred Shares | As of December 31, 2020, Convertible Preferred Shares consisted of the following (in thousands, except share data): Shares Liquidation Carrying Authorized Outstanding preference value Series A preferred shares 28,250,000 28,250,000 $ 36,725 $ 36,725 Series B preferred shares (1) 52,192,070 52,192,070 124,615 124,312 Series C preferred shares 24,412,603 24,412,603 70,081 69,894 104,854,673 104,854,673 $ 231,421 $ 230,931 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Unvested Ordinary Shares | A Number of Weighted unvested average ordinary grant date shares fair value Unvested ordinary shares as of December 31, 2019 1,727,874 $ 2.96 Granted 1,993,503 $ 7.58 Vested (746,095 ) $ 3.44 Forfeited (137,790 ) $ 3.46 Unvested ordinary shares as of December 31, 2020 2,837,492 $ 6.38 Granted — — Vested (916,172 ) $ 5.61 Forfeited (18,262 ) $ 6.80 Unvested ordinary shares as of December 31, 2021 1,903,058 $ 6.43 |
Summary of Share Options Activity | The following table summarizes the Company’s share options activity for the year ended December 31, 2021: |
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, 2021 and 2020 were as follows: Year Ended December 31, Year Ended December 31, 2021 2020 Expected term (in years) 6.02 Years 3.21 Years Expected volatility 72.15 % 73.81 % Expected dividend yield 0.00 % 0.00 % Risk free interest rate 1.07 % 0.20 % Fair value of underlying ordinary shares $ 9.53 $ 6.35 |
Summary of Share-based Compensation Expense | Share-based Years Ended December 31, 2021 2020 2019 Research and development $ 3,362 $ 1,331 $ 332 General and administrative 2,955 1,661 387 $ 6,317 $ 2,992 $ 719 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019 (dollars in thousands): Years ended December 31, 2021 2020 2019 Lease cost Operating lease cost $ 4,718 $ 2,927 $ 564 Variable lease cost 5,022 2,891 31 Short-term lease cost 65 49 88 $ 9,805 $ 5,867 $ 683 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 4,736 $ 1,844 $ 574 Right of use assets obtained in exchange for new operating lease liabilities $ 314 $ 15,846 $ 457 Weighted average remaining lease term (in years) 3.1 years 4.0 years 0.9 years Weighted average discount rate 4.86 % 4.85 % 5.01 % |
Summary of Maturities of Operating Lease Liabilities | Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at December 31, 2021, the following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2021 (in thousands): December 31, 2021 Operating lease liabilities payment 2022 $ 4,974 2023 4,322 2024 3,046 2025 815 Total lease payments $ 13,157 Less: imputed interest (898 ) Present value of lease liability $ 12,259 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United Kingdom $ (61,182 ) $ (33,204 ) $ (13,990 ) Foreign 120 8 — $ (61,062 ) $ (33,196 ) $ (13,990 ) |
Summary of Income Tax Provision | The income tax provision for the years ended December 31, 2021, 2020 and 2019 is comprised of the following (in thousands): December 31, 2021 2020 2019 Current expense: United Kingdom $ — $ — $ — Foreign 59 7 — Total current expense: 59 7 — Deferred expense (benefit): United Kingdom — — — Foreign (22 ) (4 ) — Total deferred expense (benefit): (22 ) (4 ) — Total income tax expense: $ 37 $ 3 $ — |
Schedule of Reconciliation of Income Tax Expense Computed at Statutory UK Income Taxes | A Year Ended December 31, 2021 2020 2019 Income taxes at UK statutory rate 19.00 % 19.00 % 19.00 % R&D expenditure (6.67 )% (6.69 )% (12.37 )% Change in valuation allowance (20.12 )% (13.12 )% (6.85 )% Change in UK tax rate 7.64 % — — Other (0.13 )% 0.80 % 0.22 % (0.28 )% (0.01 )% — |
Summary of Significant Component of Deferred Tax Assets and Liabilities | Significant 2021, December 31, 2021 2020 2019 Deferred tax assets Net operating loss carryforwards $ 17,742 $ 7,065 $ 2,475 Depreciation (1,311 ) (983 ) (243 ) Non-cash share-based compensation 2,328 769 161 Other 329 241 (2 ) Total deferred tax assets $ 19,088 $ 7,092 $ 2,391 Valuation allowance (19,062 ) (7,088 ) (2,391 ) Net deferred tax assets $ 26 $ 4 $ — |
Summary of Changes in Valuation Allowance for Deferred Tax Assets | Changes December 31, 2021 2020 2019 Valuation allowance at beginning of year $ 7,088 $ 2,391 $ 1,342 Increases recorded to income tax provision 7,624 4,628 996 Exchange difference (313 ) 69 53 Change in tax rate 4,663 — — Valuation allowance at end of year $ 19,062 $ 7,088 $ 2,391 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders | Basic Year ended December 31, 2021 2020 2019 Numerator Net loss $ (61,099 ) $ (33,199 ) $ (13,990 ) Net loss attributable to ordinary shareholders—basic and diluted $ (61,099 ) $ (33,199 ) $ (13,990 ) Denominator Weighted-average number of ordinary shares used in net loss per share—basic and diluted 28,654,760 1,066,208 642,169 Net loss per share—basic and diluted $ (2.13 ) $ (31.14 ) $ (21.79 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The 2021, Year ended December 31, 2021 2020 2019 Series A preferred shares (as converted into ordinary shares) — 7,134,644 7,134,644 Series B preferred shares (as converted into ordinary shares) — 13,181,515 8,787,851 Series C preferred shares (as converted into ordinary shares) — 6,165,672 — Unvested ordinary shares 1,903,058 2,837,492 1,727,874 Share options 1,357,847 240,584 — Total 3,260,905 29,559,907 17,650,369 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 and 2020 (in thousands): 2021 2020 Balance, beginning of the year $ 652 $ — Additions in estimates 652 Accretion of discount $ 38 — Balance, end of year $ 690 $ 652 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) £ / shares in Units, $ / shares in Units, $ in Thousands | Apr. 06, 2021USD ($)Stockholder$ / sharesshares | Apr. 06, 2021GBP (£)£ / sharesshares | Dec. 31, 2020USD ($)£ / shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Disclosure Of Nature Of Business [Line Items] | ||||||
Nominal value of newly issued share | £ / shares | £ 0.001 | £ 1.20 | ||||
Reverse share split, nominal value of deferred share | £ | £ 92,451.851 | |||||
Accumulated Deficit | £ 58,012 | $ 119,111 | $ 58,012 | |||
Cash and cash equivalents | £ 177,849 | $ 266,319 | $ 177,849 | $ 97,594 | ||
Ordinary Shares | ||||||
Disclosure Of Nature Of Business [Line Items] | ||||||
Issuance of ordinary shares (Note 7), shares | shares | 9,750,000 | 1,993,503 | 1,358,765 | |||
Reverse stock split | one-for-0.2526 | |||||
Convertible Preferred Shares | ||||||
Disclosure Of Nature Of Business [Line Items] | ||||||
Reverse stock split | one-for-0.1792 | |||||
Class A Non Voting Ordinary Share | ||||||
Disclosure Of Nature Of Business [Line Items] | ||||||
Number of shareholders elected to receive shares | Stockholder | 2 | |||||
IPO | American Depository Shares | ||||||
Disclosure Of Nature Of Business [Line Items] | ||||||
Issuance of ordinary shares (Note 7), shares | shares | 9,750,000 | 9,750,000 | ||||
Price per share | $ / shares | $ 18 | |||||
Net proceeds from sale | $ 160,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | |||
Number of operating Segment | Segment | 1 | ||
Foreign exchange gains | $ 2,500,000 | $ 400,000 | $ 100,000 |
Deferred IPO costs | 1,007,000 | ||
Impairment loss | 100,000 | 0 | 0 |
Accrued interest or penalties | 0 | 0 | 0 |
IPO | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Deferred IPO costs | 0 | $ 1,000,000 | $ 0 |
Maximum | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Required minimum balance maintained in connection with lease | $ 100,000 | ||
Percentage of qualifying research and development expenditure | 33.35% | ||
Percentage of subcontracted qualifying research and development expenditure | 21.67% |
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) | 12 Months Ended |
Dec. 31, 2021 | |
Lab Equipment | |
Summary Of Significant Accounting Policy [Line Items] | |
Property and equipment estimated useful life | 5 years |
Fixture 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 methods | Shorter of useful life or remaining lease term |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - Level 1 $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents | $ 40,224 |
Money Market Funds | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents | $ 40,224 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - Recurring Basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on recurring basis | $ 0 | $ 0 |
Assets measured at fair value on recurring basis | $ 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, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
UK R&D tax credit | $ 10,523 | $ 6,214 |
Prepaid research and development | 3,608 | 751 |
Prepaid insurance | 1,525 | 21 |
VAT recoverable | 650 | 1,125 |
Deferred offering costs | 1,007 | |
Other current assets | 2,124 | 830 |
Total | $ 18,430 | $ 9,948 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 22,195 | $ 14,753 |
Less: Accumulated depreciation | (4,452) | (1,384) |
Property and equipment, net | 17,743 | 13,369 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 7,505 | 4,644 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 7,021 | 6,960 |
Office Equipment and Computers | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 1,561 | 1,168 |
Fixture and Fittings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 757 | 706 |
Asset under Construction | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 5,351 | $ 1,275 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 3.3 | $ 0.8 | $ 0.3 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Compensation and benefits | $ 2,649 | $ 1,494 |
External research and development expenses | 2,985 | 2,201 |
Facility costs | 2,629 | 868 |
Property and equipment | 712 | 303 |
Professional services | 663 | 1,222 |
Other liabilities | 1,268 | 502 |
Accrued expenses and other liabilities | $ 10,906 | $ 6,590 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | Apr. 06, 2021£ / shares | Dec. 31, 2021USD ($)Vote | Dec. 31, 2021£ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / shares |
Class Of Stock [Line Items] | |||||||
Ordinary shares, par value | (per share) | £ 0.001 | $ 0.001 | £ 0.001 | $ 0.001 | |||
Description of voting rights of ordinary shares | Each holder of B ordinary shares was entitled to one vote per B ordinary share and, to receive dividends declared with Investor Majority consent and any such dividend as determined by the board of directors of the Company acting with investor director consent, provided that the preferred shares and the B ordinary shares shall, subject to the 2019 Articles and 2020 Articles, rank equally in all respects for the purpose of any dividend that is declared or paid. All other classes of ordinary shares do not have voting rights. | ||||||
Convertible preferred shares outstanding | shares | 0 | 0 | 104,854,673 | 104,854,673 | |||
Description of conversion | All Convertible Preferred Shares will automatically convert into an equivalent number of B ordinary shares upon either: (i) the notice of 60% of Convertible Preferred Shareholders that such conversion shall occur; or (ii) immediately upon an initial public offering in which the per share net public offering is at least 1.15 times £2.1589 (subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization) | ||||||
Percentage of convertible preferred shareholders | 60.00% | ||||||
Initial public offering net offering | £ 2.1589 | ||||||
Net aggregate proceeds of offering | $ | $ 160,755,000 | ||||||
Dividends declared or paid | $ | $ 0 | ||||||
Description of voting rights of preferred shares | The Convertible Preferred Shares carried the right to one vote per Convertible Preferred Share held. | ||||||
Amount of deferred shares paid after convertible preferred shares | £ 1 | ||||||
Deferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Deferred shares repurchase price per share | £ 1 | £ 1 | |||||
Deferred shares nominal value per share | £ 92,451.851 | ||||||
Deferred shares repurchase | shares | 1 | 1 | |||||
B Ordinary Shares | |||||||
Class Of Stock [Line Items] | |||||||
Number of vote per share | Vote | 1 | ||||||
Convertible preferred shares, conversion ratio | 100.00% | ||||||
Series B Preferred Shares and Series C Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of preferred shares waived | 80.00% | ||||||
Series C Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred shares outstanding | shares | 24,412,603 | 24,412,603 | |||||
Percentage of preferred shares waived | 80.00% | ||||||
Percentage of outstanding convertible preferred shares | 100.00% | ||||||
Convertible Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Number of vote per share | Vote | 1 | ||||||
Series A Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred shares outstanding | shares | 28,250,000 | 28,250,000 | |||||
Percentage of outstanding convertible preferred shares | 100.00% | ||||||
Series B Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred shares outstanding | shares | 52,192,070 | 52,192,070 | |||||
Percentage of outstanding convertible preferred shares | 106.00% | ||||||
Minimum | |||||||
Class Of Stock [Line Items] | |||||||
Net aggregate proceeds of offering | $ | $ 75,000,000 | ||||||
Minimum | Series C Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Issuance price of additional new securities | £ 1.916 | ||||||
Maximum | Series B Preferred Shares and Series C Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Issuance price of additional new securities | 1.916 | ||||||
Maximum | Series C Preferred Shares | |||||||
Class Of Stock [Line Items] | |||||||
Issuance price of additional new securities | £ 2.1589 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Ordinary Shares Issued and Outstanding (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 40,603,489 | 4,389,920 |
Ordinary shares, shares outstanding | 40,603,489 | 4,389,920 |
Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 38,987,122 | |
Ordinary shares, shares outstanding | 38,987,122 | |
Ordinary and Deferred Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 40,603,490 | 4,420,441 |
Ordinary shares, shares outstanding | 40,603,490 | 4,420,441 |
Class A Non Voting Ordinary Share | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 1,616,367 | |
Ordinary shares, shares outstanding | 1,616,367 | |
B Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 505,108 | |
Ordinary shares, shares outstanding | 505,108 | |
D Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 155,669 | |
Ordinary shares, shares outstanding | 155,669 | |
E Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 80,007 | |
Ordinary shares, shares outstanding | 80,007 | |
F Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 327,084 | |
Ordinary shares, shares outstanding | 327,084 | |
G Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 194,261 | |
Ordinary shares, shares outstanding | 194,261 | |
H Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 88,871 | |
Ordinary shares, shares outstanding | 88,871 | |
I Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 48,391 | |
Ordinary shares, shares outstanding | 48,391 | |
J Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 262,478 | |
Ordinary shares, shares outstanding | 262,478 | |
L Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 1,207,670 | |
Ordinary shares, shares outstanding | 1,207,670 | |
M Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 811,436 | |
Ordinary shares, shares outstanding | 811,436 | |
N Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 708,945 | |
Ordinary shares, shares outstanding | 708,945 | |
Deferred Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, shares issued | 1 | 30,521 |
Ordinary shares, shares outstanding | 1 | 30,521 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Convertible Preferred Shares (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Shares Authorized | 104,854,673 | |
Shares Outstanding | 0 | 104,854,673 |
Liquidation preference | $ 231,421 | |
Carrying value | $ 230,931 | |
Series A Preferred Shares | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 28,250,000 | |
Shares Outstanding | 28,250,000 | |
Liquidation preference | $ 36,725 | |
Carrying value | $ 36,725 | |
Series B Preferred Shares | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 52,192,070 | |
Shares Outstanding | 52,192,070 | |
Liquidation preference | $ 124,615 | |
Carrying value | $ 124,312 | |
Series C Preferred Shares | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 24,412,603 | |
Shares Outstanding | 24,412,603 | |
Liquidation preference | $ 70,081 | |
Carrying value | $ 69,894 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)£ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020£ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Remaining vesting period | 3 years | ||||
Unrecognized compensation costs related to unvested employee shares outstanding | $ | $ 11.3 | $ 17.4 | $ 17.4 | ||
Weighted-average period | 2 years 7 months 6 days | 3 years 1 month 6 days | 3 years 1 month 6 days | ||
Weighted average grant-date fair value of share options granted | $ / shares | $ 5.42 | $ 3.33 | |||
Unrecognized compensation cost related to share options outstanding | $ | $ 5.4 | ||||
Share Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average period | 3 years 3 months 18 days | ||||
Deferred Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Deferred share repurchased | 1 | 1,509,384 | 1,509,384 | ||
Stock repurchase price per share | £ / shares | $ 0.01 | ||||
Number of outstanding shares cancelled | 109,058 | 109,058 | |||
Price per share | £ / shares | £ 92,451.851 | ||||
Vesting on First Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
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 | 4.00% | ||||
Ordinary shares issued | 2,572,558 | ||||
Shares available for future grant | 1,578,993 | ||||
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 | 1.00% | ||||
Ordinary shares issued | 467,738 | ||||
Shares available for future grant | 467,738 | ||||
2021 Employee Share Purchase Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Ordinary shares authorized for issuance | 467,738 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Changes in Unvested Ordinary Shares (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Beginning balance | 2,837,492 | 1,727,874 |
Number of unvested ordinary shares, Granted | 1,993,503 | |
Number of unvested ordinary shares, Vested | (916,172) | (746,095) |
Number of unvested ordinary shares, Forfeited | (18,262) | (137,790) |
Ending balance | 1,903,058 | 2,837,492 |
Beginning balance | $ 6.38 | $ 2.96 |
Weighted average grant date fair value, Granted | 7.58 | |
Weighted average grant date fair value, Vested | 5.61 | 3.44 |
Weighted average grant date fair value, Forfeited | 6.80 | 3.46 |
Ending balance | $ 6.43 | $ 6.38 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Share Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |
Number of Options, Beginning Balance | shares | 240,584 |
Number of Options, Granted | shares | 1,164,778 |
Number of Options, Forfeited | shares | (47,515) |
Number of Options, Ending Balance | shares | 1,357,847 |
Number of Options, Exercisable | shares | 102,424 |
Number of Options, Unvested | shares | 1,255,423 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 6.75 |
Weighted Average Exercise Price, Granted | $ / shares | 13.83 |
Weighted Average Exercise Price, Forfeited | $ / shares | 12.98 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 8.95 |
Weighted Average Exercise Price, Exercisable | $ / shares | 6.99 |
Weighted Average Exercise Price, Unvested | $ / shares | $ 9.11 |
Weighted Average Remaining Contractual Term | 4 years 10 months 2 days |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 4 months 13 days |
Weighted Average Remaining Contractual Term, Unvested | 8 years 11 months 1 day |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 313 |
Aggregate Intrinsic Value, Ending Balance | $ | 10 |
Aggregate Intrinsic Value, Unvested | $ | $ 10 |
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, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected term (in years) | 6 years 7 days | 3 years 2 months 15 days |
Expected volatility | 72.15% | 73.81% |
Expected dividend yield | 0.00% | 0.00% |
Risk free interest rate | 1.07% | 0.20% |
Fair value of underlying ordinary shares | $ 9.53 | $ 6.35 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 6,317 | $ 2,992 | $ 719 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 3,362 | 1,331 | 332 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 2,955 | $ 1,661 | $ 387 |
Leases - Additional Information
Leases - Additional Information (Details) | Oct. 01, 2021USD ($) | Jun. 01, 2020 | Feb. 28, 2020USD ($) | Feb. 28, 2020GBP (£) | Feb. 21, 2020USD ($) | Feb. 01, 2019 | Jul. 08, 2016 | Jun. 30, 2021USD ($) | Feb. 28, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)Lease | Jun. 30, 2021GBP (£) | Dec. 31, 2020GBP (£) | Feb. 21, 2020GBP (£) | Jan. 10, 2020USD ($) | Jan. 10, 2020GBP (£) |
Lease Disclosure [Line Items] | ||||||||||||||||
Number of operating leases | Lease | 7 | |||||||||||||||
Number of leases met short-term exception | Lease | 3 | |||||||||||||||
Future minimum lease payments | $ 13,157,000 | |||||||||||||||
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 | |||||||||||||||
Six Agreements | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Lease expiration date | Jan. 31, 2021 | |||||||||||||||
Lease renewal expiration date | Jul. 31, 2022 | |||||||||||||||
Non-cancellable Operating Lease | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Lease term | 38 months | 10 years | 10 years | 2 years | 2 years | |||||||||||
Lease term, break clause period | 5 years | |||||||||||||||
Letter of credit expiration date | Sep. 30, 2022 | |||||||||||||||
Letter of credit extended term | 1 year | |||||||||||||||
Non-cancellable Operating Lease | Maximum | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Future minimum lease payments | $ 7,000,000 | £ 5,400,000 | $ 200,000 | £ 200,000 | ||||||||||||
Required minimum balance maintained in connection with lease | $ 100,000 | |||||||||||||||
Manufacturing Services Collaboration Agreement | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Lease term | 4 years | 4 years | ||||||||||||||
Manufacturing Services Collaboration Agreement | Maximum | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Collaboration agreement cancellation penalty amount | $ 2,700,000 | £ 2,200,000 | ||||||||||||||
Lease of Warehouse | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Lease term | 10 years | 10 years | ||||||||||||||
Lease term, break clause period | 5 years | |||||||||||||||
Lease of Warehouse | Maximum | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Future minimum lease payments | $ 4,900,000 | £ 3,800,000 | ||||||||||||||
Lease of Office Premises | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Lease term | 3 years | 3 years | ||||||||||||||
Lease term, break clause period | 2 years | |||||||||||||||
Lease of Office Premises | Maximum | ||||||||||||||||
Lease Disclosure [Line Items] | ||||||||||||||||
Future minimum lease payments | $ 100,000 | £ 100,000 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | |||
Right of use assets obtained in exchange for new operating lease liabilities | $ 314 | $ 15,846 | $ 457 |
ASU 2016-02 | |||
Lease cost | |||
Operating lease cost | 4,718 | 2,927 | 564 |
Variable lease cost | 5,022 | 2,891 | 31 |
Short-term lease cost | 65 | 49 | 88 |
Total lease cost | 9,805 | 5,867 | 683 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases | 4,736 | 1,844 | 574 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 314 | $ 15,846 | $ 457 |
Weighted average remaining lease term (in years) | 3 years 1 month 6 days | 4 years | 10 months 24 days |
Weighted average discount rate | 4.86% | 4.85% | 5.01% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 4,974 |
2023 | 4,322 |
2024 | 3,046 |
2025 | 815 |
Total lease payments | 13,157 |
Less: imputed interest | (898) |
Present value of lease liability | $ 12,259 |
License Agreements - Additional
License Agreements - Additional Information (Details) € in Millions | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Dec. 31, 2021USD ($)€ / shares | Dec. 31, 2021GBP (£)€ / shares | Dec. 31, 2021EUR (€)€ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2016USD ($) | |
License Agreements [Line Items] | ||||||||
IP research and development expense | $ 42,224,000 | $ 22,629,000 | $ 9,072,000 | |||||
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 | 10 years | |||||
Patent period of royalty products | 5 years | 5 years | 5 years | |||||
Expenses related to license agreement | $ 0 | $ 0 | ||||||
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 | |||||||
Secarna License | ||||||||
License Agreements [Line Items] | ||||||||
Aggregate milestone payments | $ 7,400,000 | € 6.5 | ||||||
Patent period of royalty products | 10 years | 10 years | 10 years | |||||
Rate of aggregate milestone payments | € / shares | 1.132 | 1.132 | 1.132 | |||||
Commercial milestone payments | $ 29,400,000 | € 26 | ||||||
Rate of commercial milestone payments | € / shares | 1.132 | 1.132 | 1.132 | |||||
License expense | $ 800,000 | € 0.7 | ||||||
Average rate of license expense | € / shares | 1.183 | 1.183 | 1.183 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Apr. 01, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Line Items] | ||||
Income tax benefits | $ 37,000 | $ 3,000 | ||
Net operating loss carryforwards | $ 71,000,000 | 37,100,000 | $ 13,000,000 | |
Tax positions settlement | 50.00% | |||
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 | ||
Corporate income tax rate | 19.00% | 19.00% | 19.00% | |
Scenario Forecast | ||||
Income Tax Disclosure [Line Items] | ||||
Corporate income tax rate | 25.00% | |||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom | $ (61,182) | $ (33,204) | $ (13,990) |
Foreign | 120 | 8 | |
Loss before provision for income taxes | $ (61,062) | $ (33,196) | $ (13,990) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense: | ||
Foreign | $ 59 | $ 7 |
Total current expense: | 59 | 7 |
Deferred expense (benefit): | ||
Foreign | (22) | (4) |
Total deferred expense (benefit): | (22) | (4) |
Total income tax expense: | $ 37 | $ 3 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense Computed at Statutory UK Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at UK statutory rate | 19.00% | 19.00% | 19.00% |
R&D expenditure | (6.67%) | (6.69%) | (12.37%) |
Change in valuation allowance | (20.12%) | (13.12%) | (6.85%) |
Change in UK tax rate | 7.64% | ||
Other | (0.13%) | 0.80% | 0.22% |
Effective income tax rate reconciliation | (0.28%) | (0.01%) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Component of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 17,742 | $ 7,065 | $ 2,475 | |
Depreciation | (1,311) | (983) | (243) | |
Non-cash share-based compensation | 2,328 | 769 | 161 | |
Other | 329 | 241 | (2) | |
Total deferred tax assets | 19,088 | 7,092 | 2,391 | |
Valuation allowance | (19,062) | (7,088) | $ (2,391) | $ (1,342) |
Net deferred tax assets | $ 26 | $ 4 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance at beginning of year | $ 7,088 | $ 2,391 | $ 1,342 |
Increases recorded to income tax provision | 7,624 | 4,628 | 996 |
Exchange difference | (313) | 69 | 53 |
Change in tax rate | 4,663 | ||
Valuation allowance at end of year | $ 19,062 | $ 7,088 | $ 2,391 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (61,099) | $ (33,199) | $ (13,990) |
Net loss attributable to ordinary shareholders—basic and diluted | $ (61,099) | $ (33,199) | $ (13,990) |
Weighted-average number of ordinary shares used in net loss per share—basic and diluted | 28,654,760 | 1,066,208 | 642,169 |
Net loss per share attributable to ordinary shareholders—basic and diluted | $ (2.13) | $ (31.14) | $ (21.79) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 3,260,905 | 29,559,907 | 17,650,369 |
Series A Preferred Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 7,134,644 | 7,134,644 | |
Series B Preferred Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 13,181,515 | 8,787,851 | |
Series C Preferred Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 6,165,672 | ||
Unvested Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,903,058 | 2,837,492 | 1,727,874 |
Share Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,357,847 | 240,584 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) £ in Millions | 1 Months Ended | |||
Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Jun. 30, 2021GBP (£) | Dec. 31, 2020USD ($) | |
Other Commitments [Line Items] | ||||
Unused purchase commitment | $ 7,400,000 | $ 4,300,000 | ||
Future minimum lease payments | 13,157,000 | |||
Operating lease right of use assets | 11,048,000 | $ 14,740,000 | ||
Present value of lease liability | 12,259,000 | |||
Lease of Lab and Office Premises | ||||
Other Commitments [Line Items] | ||||
Lease term | 10 years | 10 years | ||
Future minimum lease payments | $ 800,000 | £ 0.6 | ||
Operating lease right of use assets | 0 | |||
Present value of lease liability | $ 0 | |||
Break Clause One | Lease of Lab and Office Premises | ||||
Other Commitments [Line Items] | ||||
Period of break clause | 3 years | |||
Break Clause Two | Lease of Lab and Office Premises | ||||
Other Commitments [Line Items] | ||||
Period of break clause | 7 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Roll Forward Analysis Roll Forward | ||
Balance, beginning of the year | $ 652 | |
Additions in estimates | $ 652 | |
Accretion of discount | 38 | |
Balance, end of year | $ 690 | $ 652 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Syncona Investment Management Limited | |||
Related Party Transaction [Line Items] | |||
Management fees and other costs incurred | $ 0 | $ 0 | $ 100,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
United Kingdom | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid | $ 1,800,000 | $ 1,000,000 | $ 0.5 |
United States | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid | $ 100,000 | $ 100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | Feb. 02, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Number of options issued | 1,164,778 | |
Exercise price of options issued | $ 13.83 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of options issued | 1,044,410 | |
Exercise price of options issued | $ 3.62 |