Cover
Cover | 3 Months Ended | |
Jul. 08, 2022 | Mar. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | S-1 | |
Entity Registrant Name | Rockley Photonics Holdings Limited | |
Entity Incorporation, State or Country Code | E9 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Tax Identification Number | 98-1644526 | |
Amendment Flag | false | |
Entity Central Index Key | 0001852117 |
Audit Information
Audit Information | 3 Months Ended |
Mar. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 11,863 | $ 36,786 | $ 19,228 |
Short-term investments, at fair value | 18,072 | 26,965 | 0 |
Accounts receivable, net of allowance of $302 and $0 | 830 | 1,359 | 4,925 |
Other receivables, net of allowance of $141 and $0 | 49,249 | 47,462 | 18,024 |
Prepaid expenses and other current assets | 6,749 | 6,802 | |
Prepaid expenses | 6,795 | 1,605 | |
Other current assets | 7 | 609 | |
Total current assets | 86,763 | 119,374 | 44,391 |
Long-term investments, at fair value | 6,445 | 17,659 | 0 |
Property, equipment, net | 10,075 | 10,187 | 6,182 |
Equity method investment | 5,213 | 4,879 | 5,202 |
Intangible assets | 3,048 | 3,048 | 3,048 |
Other non-current assets | 7,784 | 7,683 | 1,607 |
Total assets | 119,328 | 162,830 | 60,430 |
Current liabilities | |||
Trade payables | 4,458 | 6,882 | 4,413 |
Accrued expenses | 20,082 | 17,360 | 10,395 |
Debt, current portion | 21,316 | 26,312 | 0 |
Other current liabilities | 1,440 | 1,238 | 998 |
Total current liabilities | 47,296 | 51,792 | 15,806 |
Long-term debt, net of current portion | 0 | 0 | 74,804 |
Warrant liabilities | 3,266 | 3,477 | 0 |
Other long-term liabilities | 3,366 | 3,743 | 1,127 |
Total liabilities | 53,928 | 59,012 | 91,737 |
Commitments and contingencies (Note 15) | |||
Shareholders’ equity (deficit) | |||
Ordinary shares, $0.000004 par value; 12,417,500,000 and 139,033,366 authorized as of December 31, 2021 and December 31, 2020; 127,860,639 and 83,539,382 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 0 | 0 | 0 |
Additional paid-in-capital | 508,368 | 504,714 | 201,576 |
Accumulated other comprehensive loss | (291) | 0 | |
Accumulated deficit | (442,677) | (400,896) | (232,883) |
Total shareholders’ equity (deficit) | 65,400 | 103,818 | (31,307) |
Total liabilities and shareholders’ equity (deficit) | $ 119,328 | $ 162,830 | $ 60,430 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 302 | $ 0 |
Other receivable, allowance for credit loss | $ 141 | $ 0 |
Ordinary shares, par value (in dollars per share) | $ 0.000004 | |
Ordinary shares authorized (in shares) | 12,417,500,000 | |
Ordinary shares issued (in shares) | 127,860,639 | |
Ordinary shares outstanding (in shares) | 127,860,639 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 962 | $ 1,771 | $ 8,213 | $ 22,343 |
Cost of revenue | 3,395 | 3,734 | 11,416 | 24,240 |
Gross profit | (2,433) | (1,963) | (3,203) | (1,897) |
Operating expenses: | ||||
Selling, general, and administrative expenses | 10,938 | 7,305 | 39,976 | 20,260 |
Research and development expenses | 24,802 | 15,980 | 72,573 | 35,900 |
Total operating expenses | 35,740 | 23,285 | 112,549 | 56,160 |
Loss from operations | (38,173) | (25,248) | (115,752) | (58,057) |
Other income (expense): | ||||
Forgiveness of PPP loan | 2,860 | 0 | ||
Interest expense, net | (2,653) | (147) | (4,781) | (189) |
Equity method investment loss | 207 | (163) | (703) | (1,274) |
Change in fair value of debt instruments | 0 | (39,653) | (59,916) | (20,163) |
Change in fair value of warrant liabilities | 211 | 0 | 10,827 | 0 |
Gain (loss) on foreign currency | (1,228) | 534 | 119 | (25) |
Total other income (expense) | (3,477) | (39,429) | (51,594) | (21,651) |
Loss before income taxes | (41,650) | (64,677) | (167,346) | (79,708) |
Provision for income tax | 131 | 100 | 667 | 569 |
Net loss and comprehensive loss | (41,781) | (64,777) | (168,013) | (80,277) |
Unrealized loss on available-for-sale securities | (291) | 0 | ||
Total other comprehensive loss | (291) | 0 | ||
Net loss and comprehensive loss | $ (42,072) | $ (64,777) | $ (168,013) | $ (80,277) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (1.66) | $ (0.96) | ||
Diluted (in dollars per share) | $ (1.66) | $ (0.96) | ||
Earnings Per Share, Basic and Diluted | $ (0.33) | $ (0.77) | ||
Weighted-average shares outstanding: | ||||
Basic (in shares) | 100,917,939 | 83,457,400 | ||
Diluted (in shares) | 100,917,939 | 83,457,400 | ||
Weighted average ordinary shares outstanding | 128,443,050 | 83,883,581 | ||
Other Nonoperating Expense | $ (14) | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | SC Health | SC Health Sponsor | Number of Ordinary Shares | Number of Ordinary Shares SC Health | Number of Ordinary Shares SC Health Sponsor | Ordinary Shares and Additional Paid-in Capital | Ordinary Shares and Additional Paid-in Capital SC Health | Ordinary Shares and Additional Paid-in Capital SC Health Sponsor | Accumulated Deficit | AOCI Attributable to Parent |
Beginning balance (in shares) at Dec. 31, 2019 | 82,792,725 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 36,259 | $ 188,865 | $ (152,606) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net loss | (80,277) | (80,277) | |||||||||
Exercise of stock options (in shares) | 19,404 | ||||||||||
Exercise of stock options | 42 | 42 | |||||||||
Exercise of warrants (in shares) | 13,716 | ||||||||||
Exercise of warrants | 7 | 7 | |||||||||
Issuance of warrants | 360 | 360 | |||||||||
Stock-based compensation | 8,043 | 8,043 | |||||||||
Ordinary share issuance for acquisition of in-process research and development (in shares) | 347,389 | ||||||||||
Ordinary share issuance for acquisition of in-process research and development | 2,298 | 2,298 | |||||||||
Ordinary share issuance, net of issuance costs (in shares) | 366,148 | ||||||||||
Ordinary share issuance, net of issuance costs | 1,961 | 1,961 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 83,539,382 | ||||||||||
Ending balance at Dec. 31, 2020 | (31,307) | 201,576 | (232,883) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net loss | (64,777) | (64,777) | |||||||||
Total other comprehensive loss | 0 | ||||||||||
Exercise of stock options (in shares) | 216,670 | ||||||||||
Exercise of stock options | 137 | 137 | |||||||||
Exercise of warrants (in shares) | 57,811 | ||||||||||
Issuance of warrants | 263 | 263 | |||||||||
Stock-based compensation | 1,725 | 1,725 | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 83,813,863 | ||||||||||
Ending balance at Mar. 31, 2021 | (93,959) | 203,701 | (297,660) | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 83,539,382 | ||||||||||
Beginning balance at Dec. 31, 2020 | (31,307) | 201,576 | (232,883) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net loss | (168,013) | (168,013) | |||||||||
Exercise of stock options (in shares) | 1,557,218 | ||||||||||
Exercise of stock options | 932 | 932 | |||||||||
Exercise of warrants (in shares) | 4,115,118 | ||||||||||
Exercise of warrants | 379 | 379 | |||||||||
Issuance of warrants | 263 | 263 | |||||||||
Conversion of convertible notes to ordinary shares (in shares) | 15,896,210 | ||||||||||
Conversion of convertible notes to ordinary shares | 181,404 | 181,404 | |||||||||
Equity consideration issued (in shares) | 1,777,031 | 10,562,500 | |||||||||
Equity consideration issued | $ 17,966 | $ 50,000 | $ 17,966 | $ 50,000 | |||||||
Equity consideration (in shares) | 10,000,000 | ||||||||||
Equity consideration issued | 100,000 | 100,000 | |||||||||
Vesting of restricted stock units (in shares) | 24,668 | ||||||||||
Stock-based compensation | 12,013 | 12,013 | |||||||||
Transaction costs | (45,515) | (45,515) | |||||||||
Private warrants | (14,304) | (14,304) | |||||||||
Ordinary share issuance, net of issuance costs (in shares) | 388,512 | ||||||||||
Ordinary share issuance, net of issuance costs | 0 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 127,860,639 | ||||||||||
Ending balance at Dec. 31, 2021 | 103,818 | 504,714 | (400,896) | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Net loss | (41,781) | (41,781) | |||||||||
Total other comprehensive loss | (291) | (291) | |||||||||
Exercise of stock options (in shares) | 789,809 | ||||||||||
Exercise of stock options | 579 | 579 | |||||||||
Vesting of restricted stock units, net of withholding taxes | (359) | (359) | |||||||||
Vesting of restricted stock units (in shares) | 354,719 | ||||||||||
Stock-based compensation | 4,029 | 4,029 | |||||||||
Transaction costs | (595) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 129,005,167 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 65,400 | $ 508,368 | $ (442,677) | $ (291) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (41,781) | $ (64,777) | $ (168,013) | $ (80,277) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation of property and equipment | 1,504 | 930 | 4,640 | 2,787 |
Gain on disposal of property and equipment | 0 | (107) | ||
Bad debt expense and allowance for doubtful accounts | (141) | 377 | 820 | 0 |
Accretion of marketable securities to redemption value | (74) | 0 | (122) | 0 |
Net realized loss on sale of marketable securities | (13) | 0 | ||
Stock-based compensation | 4,029 | 1,725 | 12,013 | 8,043 |
Change in equity-method investment | (334) | (113) | 323 | 1,274 |
Change in fair value of debt instrument | 0 | 39,653 | 59,916 | 20,163 |
Change in fair value of warrant liabilities | (211) | 0 | (10,827) | 0 |
Forgiveness of Paycheck Protection Program loan | (2,860) | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 529 | 2,243 | 2,887 | 1,458 |
Other receivables | (1,646) | (2,369) | (29,579) | (2,074) |
Prepaid expenses and other current assets | 53 | (5,706) | (4,868) | 1,307 |
Other non-current assets | 49 | (1,497) | (5,795) | 604 |
Trade payables | (2,805) | 1,972 | 1,663 | (3,126) |
Accrued expenses | 2,223 | 843 | 10,946 | 3,537 |
Other current and long-term liabilities | (175) | 1,820 | 2,855 | (1,943) |
Net cash used in operating activities | (38,793) | (24,899) | (126,001) | (48,354) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (1,010) | (713) | (7,840) | (1,416) |
Purchase of marketable securities | (54,688) | 0 | ||
Proceeds from sale of marketable securities | 19,903 | 0 | 10,000 | 0 |
Proceeds from maturity of marketable securities | 186 | 0 | ||
Payment for asset acquisition | (500) | (250) | ||
Investment in equity method investee | 0 | (4,990) | ||
Net cash used in investing activities | 18,893 | (713) | (52,842) | (6,656) |
Cash flows from financing activities: | ||||
Proceeds from convertible loan notes | 0 | 76,723 | 76,723 | 51,781 |
Principal payments on long-term debt | (4,995) | 0 | (5,000) | (1,952) |
Proceeds from issuance of ordinary shares | 167,966 | 1,961 | ||
Proceeds from Paycheck Protection Program loan | 0 | 2,860 | ||
Proceeds from exercise of options | 579 | 137 | 932 | 42 |
Proceeds from the exercise of warrants | 379 | 7 | ||
Proceeds from issuance of warrants | 0 | 263 | 263 | 360 |
Debt issuance costs incurred | 0 | (1,140) | (383) | (494) |
Transaction costs | (248) | 0 | (44,479) | 0 |
Withheld taxes paid on behalf of employees on net settled stock-based awards | (359) | 0 | ||
Principal payments on finance lease | 0 | (1,231) | ||
Net cash provided by financing activities | (5,023) | 75,983 | 196,401 | 53,334 |
Net increase (decrease) in cash and cash equivalents | (24,923) | 50,371 | 17,558 | (1,676) |
Cash and cash equivalents: | ||||
Beginning of period | 36,786 | 19,228 | 19,228 | 20,904 |
End of period | $ 11,863 | $ 69,599 | $ 36,786 | $ 19,228 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Description of Business Rockley specializes in the research and development of integrated silicon photonics chipsets. Rockley has developed a versatile, application specific, third-generation silicon photonics platform specifically designed for the o ptical integration challenges facing numerous mega-trend markets. Rockley has partnered with multiple tier-1 customers across markets to deliver complex optical systems required for transformational sensors, communications, and medical product realization. On August 11, 2021, Rockley Photonics Limited ("Legacy Rockley") completed a business combination (the "Business Combination") with SC Health Corporation, a special purpose acquisition company ("SC Health"), with Rockley Photonics Holdings Limited and its subsidiaries surviving the merger. Upon the consummation of the Business Combination, the Company became a publicly traded company listed on the New York Stock Exchange ("NYSE") under the symbol "RKLY". For additional information on the Business Combination, please refer to Note 2, Business Combination , to these condensed consolidated financial statements. Unless the context otherwise requires, references in these notes to "Rockley", the "Company", "we", "us", or "our" and any related terms are intended to mean the post-Business Combination consolidated company, Rockley Photonics Holdings Limited, while "Legacy Rockley" and "SC Health" refers to the entities prior to the Business Combination. Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the interim periods presented. The statements have been prepared in accordance with GAAP for interim financial information. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the "Forward Recapitalization"). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The condensed consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The condensed consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 (the "Exchange Ratio") ordinary shares of Rockley Photonics Holdings Limited, par value $0.000004 (the "ordinary shares"). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 pandemic. Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $442.7 million as of March 31, 2022 and negative cash flow from operations of $38.8 million for the three months ended March 31, 2022 and expects to incur losses from operations for the foreseeable future. As of March 31, 2022, the Company had cash, cash equivalents and investments of $36.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued. Global Pandemic The COVID-19 pandemic recently reached the two-year mark and our priority continues to be the health and safety of our employees. The overall recovery from the COVID-19 pandemic has been uneven and has presented many challenges and risks from general economic uncertainty, changes in consumer demand, disruption of supply chains and challenges with hiring, labor and supply cost inflation. However, as we implemented our phased return to office plan starting in July 2021, we were able to provide greater levels of work flexibility to employees and maintain health and safety standards for employees meeting all regulatory requirements. We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 pandemic and assess the potential impact on our business and financial position. Despite the emergence of vaccines and vaccine boosters, less virulent strains of COVID-19 such as the Omicron variant, and reduced positivity rates, the end of the COVID-19 pandemic is still uncertain. As such, we expect that the pandemic may continue to have an effect on our results, although the magnitude, duration, and full effects of the pandemic on our future results of operations or cash flows remain difficult to predict at this time. For further discussion of the risks posed to our business from the COVID-19 pandemic, refer to Item 1A of our Form 10-K for the year ended December 31, 2021. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-04, it does not expect ASU 2021-04 to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance . This amendment in ASU 2021-10 aims to increase transparency about government assistance transactions that are not in the scope of other GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of | Description of Business and Significant Accounting Policies Description of Business Rockley specializes in the research and development of integrated silicon photonics chipsets. Rockley has developed a versatile, application specific, third-generation silicon photonics platform specifically designed for the o ptical integration challenges facing numerous mega-trend markets. Rockley has partnered with multiple tier-1 customers across the markets to deliver complex optical systems required for transformational sensors, communications, and medical product realization. On August 11, 2021, Rockley Photonics Limited ("Legacy Rockley") completed a business combination (the "Business Combination") with SC Health Corporation, a special purpose acquisition company ("SC Health"), with Rockley Photonics Holdings Limited and its subsidiaries surviving the merger. Upon the consummation of the Business Combination, the Company became a publicly traded company listed on the New York Stock Exchange ("NYSE") under the symbol "RKLY". For additional information on the Business Combination, please refer to Note 2 , Business Combination , to these consolidated financial statements. Unless the context otherwise requires, references in these notes to "Rockley", the "Company", "we", "us", or "our" and any related terms are intended to mean the post-Business Combination consolidated company, Rockley Photonics Holdings Limited, while "Legacy Rockley" and "SC Health" refers to the entities prior to the Business Combination. Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $400.9 million as of December 31, 2021 and negative cash flow from operations of $126.0 million for the year ended December 31, 2021 and expects to incur losses from operations for the foreseeable future. As of December 31, 2021, the Company had cash, cash equivalents and investments of approximately $81.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued. Global Pandemic The COVID-19 global pandemic has prompted extraordinary measures by governments and businesses to control the spread of COVID-19 in most or all regions throughout the world. These actions have included travel bans, quarantines, and similar mandates for individuals to substantially restrict normal activities and for businesses to curtail normal operations. The COVID – 19 pandemic has adversely impacted our operational efficiency and caused delays in operational activities. During the yea r ended December 31, 2021,we co ntinued to take cautious steps to protect our workforce, support community efforts, and follow local government guidelines. Certain key laboratory employees and facilities have continued internal testing and laboratory work to the extent necessary to service customer commitments. The remaining non-essential workforce were recommended to continue performing their duties from home. The ongoing impact will depend on the duration of the pandemic which is being mitigated by the vaccination of the general population and gradual easing of restrictions. Basis of Presentation and Preparation The accompanying consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the periods presented. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the "Forward Recapitalization"). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 shares (the "Exchange Ratio") of ordinary shares, par value $0.000004 (the "ordinary shares"). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 pandemic. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with an original maturity of three months or less at the time of purchase. Accounts Receivable Accounts receivable is recorded at the invoiced amount and do not bear interest. We assess the need for an allowance for doubtful accounts based upon an analysis of past credit history and the current financial condition of its customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Equity Method Investments Equity method investments are all entities over which we have significant influence but not control or joint control. Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the post-acquisition profits or losses of the investee in the consolidated statement of operations and comprehensive loss. Earnings and losses of equity method investments are based on the most recently available financial statements of the investee. Basis differences between the cost of an equity method investment and the underlying equity in the long-lived assets are amortized over the estimated economic useful life of the underlying long-lived asset. We periodically review our equity method investments for impairment and record a reduction in the carrying value, if and when necessary. To date, no such impairment losses have been recorded. Available-for-Sale Investments The investments in debt securities are classified as available-for-sale investments. Debt securities primarily consist of corporate bonds, commercial paper and U.S. Treasury debt securities. These investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of debt securities sold. These investments are recorded in the consolidated balance sheets at fair value. Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) ("AOCI"). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or non-current based on the nature of the investment and their availability for use in current operations. Other-than-Temporary Impairments on Investments All of our available-for-sale investments are subject to periodic impairment review. When the fair value of a debt security is less than its amortized cost, it is deemed impaired, and we assess whether the impairment is other-than-temporary. An impairment is considered other-than-temporary if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovery of the entire amortized cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security. If impairment is considered other-than-temporary based on condition (i) or (ii) described above, the entire difference between the amortized cost and the fair value of the debt security is recognized in the results of operations. If an impairment is considered other-than-temporary based on condition (iii) described above, the amount representing credit losses (defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security) is recognized in earnings, and the amount relating to all other factors is recognized in other comprehensive income (OCI). Property and Equipment, Net Property and equipment are recorded at cost and presented net of accumulated depreciation and amortization. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the assets. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life Impairment of Long-Lived Assets We evaluate our long-lived assets, such as property and equipment, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of assets or asset group may not be recoverable. Recoverability of these assets or asset groups is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets or asset groups are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds their fair value. The Company tests other intangible assets not subject to amortization for impairment annually and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that the asset is impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets. To date, no such impairment losses have been recorded. Revenue Recognition We generate our revenue principally from development services, which entails developing the customer-specific designs of photonics chips. Revenue is recognized when control of promised goods and services are transferred to customers in an amount that reflects the expected consideration in exchange for those products and services. This principle is achieved by applying the following five-step approach: • Identification of the contract with a customer— A contract with a customer exists when we enter into an enforceable contract with a customer that defines each party’s rights and obligations regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, the contract has commercial substance, and we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We consider the terms and conditions of the contracts and customary business practices in identifying contracts under Topic 606 Revenue from Contracts with Customers. Our contracts with a customer generally consist of a development services contract against which statements of work (“SOW”) are issued. Each SOW contains one or more agreed-upon projects. We consider the arrangement to be the development services contract combined with the SOW. While the typical duration of a development services contract is multiple years, we generally expect the duration of agreed-upon projects to be six months or less. Generally, our customers have the right to cancel their contracts at any time. • Identification of the performance obligations in the contract —Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. The individual components of the development services are generally capable of being distinct but not distinct in the context of the contract unless all the goods and services within a certain agreed-upon project of the contract are completed. Generally, the deliverables associated with each agreed-upon project, when combined, are considered a distinct performance obligation. • Determination of the transaction price —The transaction price is determined based on the consideration to which we are entitled in exchange for transferring goods or services to the customer. Our contracts generally do not contain a significant amount of variable consideration as the price of our services are generally fixed at the inception of the agreed-upon project. The Company excludes sales taxes and other taxes from the measurement of transaction price. None of the contracts contain a significant financing component. • Allocation of the transaction price to the performance obligations in the contract —Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The Company prices each agreed-upon project with an SOW at SSP based on the expected cost plus a margin approach. • Recognition of revenue when or as performance obligations are satisfied —We satisfy performance obligations at a point in time for the development services since the customers do not simultaneously receive and consume the benefits, we do not create or enhance an asset that the customer controls, and we do not have an enforceable right to payment for the performance completed to date. The contracts also contain substantive acceptance terms for each agreed-upon project. Revenue is recognized at the time the related performance obligation is satisfied through the transfer of control of a promised good or service to a customer, which is upon achievement of the agreed-upon project and acceptance by the customer. Contract balances —The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable is recorded when the right to consideration is unconditional. We generally have the right to invoice the customer upon acceptance of the agreed-upon project. The payment terms on invoiced amounts are typically 30-45 days, and such amounts are nonrefundable. In situations where revenue recognition occurs before invoicing, an unbilled receivable is recorded, which represents a contract asset. Deferred revenue is recognized if we have an unconditional right to bill or have collected consideration in advance of the right to recognize revenue. There have been no contract balances recorded to date. Costs to obtain and fulfill a contract— Incremental costs incurred to obtain a contract with a customer are required to be capitalized and amortized over the period in which the goods and services to which the asset relates are transferred to the customer. We have not incurred any incremental costs in connection with obtaining the revenue contracts. We recognize an asset from the costs to fulfill a contract only if, the costs relate directly to a contract or an anticipated contract, the costs generate or enhance resources of the Company that will be used in satisfying a performance obligation in the future, and the costs are expected to be recovered. These costs have been insignificant to date. Foreign Currency Transactions The Company’s reporting currency is the U.S. dollar and the functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in realized and unrealized losses/(gains) on foreign currency in the accompanying consolidated statements of operations and comprehensive loss. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company determined that it has one operating and reportable segment. Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, available-for-sale investments, accounts receivable and revenue. We maintain cash balances at financial institutions that management believes are high-credit, quality financial institutions, where deposits, at times, exceed the Federal Deposit Insurance Corporation limits. Net Loss Per Share Basic earnings per share is calculated using our weighted-average outstanding ordinary shares. Diluted earnings per share is calculated using our weighted-average outstanding ordinary shares including the dilutive effect of outstanding equity instruments as determined under the treasury stock method. For periods in which we report net losses, diluted net loss per ordinary share attributable to ordinary stockholders is the same as basic net loss per ordinary share attributable to ordinary stockholders, because all potentially dilutive ordinary shares are anti-dilutive. Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. We recognize forfeitures as they occur. We estimate the fair value of stock options granted to employees using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the fair value of ordinary shares, (ii) the expected stock price volatility, (iii) the expected term of the award, (iv) the risk-free interest rate and (v) expected dividends. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying ordinary shares . We measure nonemployee awards at their fair value on the adoption date of ASU No. 2018-07. Following the adoption of ASU No. 2018-07 on January 1, 2018, the accounting for nonemployee awards is consistent with the accounting for employee stock-based compensation as described above. We granted options and restricted stock units which vest on the satisfaction of a service-based condition. Warrants We determine the accounting classification of warrants, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the company also assesses whether the warrants are indexed to the Company’s ordinary shares and whether the warrants are classified as equity under ASC 815-40 or other U.S. GAAP. After all such assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations and comprehensive loss. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Leases Our lease portfolio is comprised of two major classes: real estate leases, which are the majority of our leased assets, are accounted for as operating leases and a manufacturing equipment lease accounted for as a finance lease on the consolidated balance sheet. We classify leases as either operating or financing. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all the economic benefits from and have the ability to direct the use of the asset. Operating lease assets are included under other non-current assets and operating lease liabilities under other current and long-term liabilities, respectively in the consolidated balance sheets. We recognize lease expense for operating leases on a straight-line basis over the term of the lease. Finance lease asset is included under property, equipment, and finance lease right-of-use assets, net and finance lease liabilities, current portion under other current liabilities in the consolidated balance sheets. Finance ROU assets are amortized on a straight-line basis over their estimated useful lives. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments is used. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally combined. We elected, as an accounting policy for leases of real estate, to account for lease and non-lease components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a term of twelve months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Variable payments, such as common area charges, maintenance, insurance and taxes, are primarily based on the amount of space occupied. These payments in the Company’s leases are not dependent on an index or a rate and are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations and comprehensive loss in the period in which the obligation for those payments is incurred. The Company remeasures lease payments when the contingency underlying such variable payments is resolved such that some or all of the remaining payments become fixed. Cost of Revenue Our cost of revenue consists of costs related to the Company’s development services which includes cost of materials, cost associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, overhead and occupancy costs. Research and Development Expenses (R&D) Research and development expense consists primarily of personnel costs for engineers and third parties engaged in the design and development of products, software and technologies, including salary, bonus and share-based compensation expense, project material costs, services and depreciation. The Company expenses research and development costs as they are incurred . Selling, General and Administrative Expenses Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; depreciation expense and rent relating to facilities; travel costs; professional fees; and other general corporate costs. Human capital expenses primarily include salaries, benefits, bonuses and stock-based compensation. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis. Income Taxes Deferred income taxes are provided on a liability method, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is p |
Business Combination
Business Combination | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Business Combination | Business Combination On August 11, 2021 (the "Closing Date"), Legacy Rockley, SC Health, and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands as a direct wholly owned subsidiary of the Company (“Merger Sub”), consummated the business combination contemplated by the Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (the “Business Combination Agreement”). Immediately upon the consummation of the Business Combination, Legacy Rockley became a wholly owned subsidiary of the Company and Merger Sub merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly owned subsidiary of the Company. Subsequently, SC Health's ordinary shares and warrants ceased trading on the NYSE while the Company's ordinary shares and warrants began trading on the NYSE under the symbols “RKLY” and “RKLY.WS,” respectively. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a scheme of arrangement approved by the UK courts (the “Scheme”), on August 9, 2021, all of Legacy Rockley’s ordinary shares, including shares issued immediately prior to the Scheme becoming effective as a result of the conversion of then-outstanding convertible loan notes and the exercise of warrants, were transferred by Rockley shareholders in exchange for an equivalent number of shares in the Company; (ii) the holders of options over shares in Legacy Rockley rolled over their options into new options to purchase shares in the Company; (iii) warrants to purchase shares in Legacy Rockley (other than one warrant instrument that by its terms was replicated at the Company) not exercised for shares in Legacy Rockley prior to the effectiveness of the Scheme described above were cancelled, such that immediately following the Scheme, Legacy Rockley became a direct wholly-owned subsidiary of the Company; (iv) the Company subsequently completed a stock-split to prepare its share capital for Merger Sub’s merger into SC Health; (v) certain accredited investors (including entities affiliated with the SC Health Sponsor) purchased an aggregate of 15.0 million ordinary shares for a purchase price of $10.00 per share, or an aggregate purchase price of $150.0 million; (vi) on August 11, 2021, Merger Sub was merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly-owned subsidiary of the Company; and (vii) the ordinary shares and warrants in SC Health were exchanged for ordinary shares and warrants in the Company. The Business Combination was accounted for as a forward recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the existing shareholders of Legacy Rockley obtaining a majority voting power in the Company, and as such, having the power to appoint a majority of the members of the Company’s board of directors (the "Board"); the operations of Legacy Rockley prior to the acquisition comprising the only ongoing operations of the combined entity based on the historical operating activity and employee base; and the senior management of Legacy Rockley comprising the majority of the senior management of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Rockley with the acquisition being treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. As a result of the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction, totaling $45.5 million and consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the condensed consolidated balance sheet as of March 31, 2022. Summary of Net Proceeds The following table reconciles the elements of the net proceeds from the Business Combination as of March 31, 2022 (in thousands): Recapitalization Cash inflow from SC Health's trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515) Net cash received from the Business Combination $ 122,451 Summary of Shares Issued The total number of shares of the Company's ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Legacy Rockley shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.00 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the $3.2 million fees payable to Cowen as part of the transaction costs. | Business Combination On August 11, 2021 (the "Closing Date"), Legacy Rockley, SC Health, and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands as a direct wholly owned subsidiary of the Company (“Merger Sub”), consummated the business combination contemplated by the Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (the “Business Combination Agreement”). Immediately upon the consummation of the Business Combination, Legacy Rockley became a wholly owned subsidiary of the Company and Merger Sub merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly owned subsidiary of the Company. Subsequently, SC Health's ordinary shares and warrants ceased trading on the NYSE while the Company's ordinary shares and warrants began trading on the NYSE under the symbols “RKLY” and “RKLY.WS,” respectively. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a scheme of arrangement approved by the UK courts (the “Scheme”), on August 9, 2021, all of Legacy Rockley’s ordinary shares, including shares issued immediately prior to the Scheme becoming effective as a result of the conversion of then-outstanding convertible loan notes and the exercise of warrants, were transferred by Rockley shareholders in exchange for an equivalent number of shares in the Company; (ii) the holders of options over shares in Legacy Rockley rolled over their options into new options to purchase shares in the Company; (iii) warrants to purchase shares in Legacy Rockley (other than one warrant instrument that by its terms was replicated at the Company) not exercised for shares in Legacy Rockley prior to the effectiveness of the Scheme described above were cancelled, such that immediately following the Scheme, Legacy Rockley became a direct wholly-owned subsidiary of the Company; (iv) the Company subsequently completed a stock-split to prepare its share capital for Merger Sub’s merger into SC Health; (v) certain accredited investors (including entities affiliated with the SC Health Sponsor) purchased an aggregate of 15 million ordinary shares for a purchase price of $10.00 per share, or an aggregate purchase price of $150.0 million; (vi) on August 11, 2021, Merger Sub was merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly-owned subsidiary of the Company; and (vii) the ordinary shares and warrants in SC Health were exchanged for ordinary shares and warrants in the Company. The Business Combination was accounted for as a forward recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the existing shareholders of Legacy Rockley obtaining a majority voting power in the Company, and as such, having the power to appoint a majority of the members of the Company’s board of directors (the "Board"); the operations of Legacy Rockley prior to the acquisition comprising the only ongoing operations of the combined entity based on the historical operating activity and employee base; and the senior management of Legacy Rockley comprising the majority of the senior management of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Rockley with the acquisition being treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. As a result of the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction, totaling $45.5 million and consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the consolidated balance sheet as of December 31, 2021. Summary of Net Proceeds The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health's trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515) Net cash received from the Business Combination $ 122,451 Summary of Shares Issued The total number of shares of the Company's ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Current Rockley's shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.0 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the fees payable $3.2 million to Cowen as part of the transaction costs. |
Segment, Geographic, and Signif
Segment, Geographic, and Significant Customer Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment, Geographic, and Significant Customer Information | Segment, Geographic, and Significant Customer Information Our operations are organized into a single operating and reportable segment for financial reporting purposes, based on how our Chief Operating Decision Maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. Our CODM is our Chief Executive Officer, who reviews our operating results on a consolidated basis. The following table presents our revenue disaggregated by primary geographical market where revenues are attributable to the region in which the billing address of the customer is located (in thousands): Three Months Ended March 31, 2022 2021 (Unaudited) United States $ 962 $ 1,771 Total revenue $ 962 $ 1,771 The following tables summarize our most significant customers as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: Revenue Three Months Ended March 31, 2022 2021 (Unaudited) Customer A 82 % 100 % Customer B 17 % — % Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Customer A 87 % 88 % Customer B 12 % 12 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 December 31, 2021 United States $ 8,705 $ 8,442 Rest of World 4,418 4,793 Total property, equipment, finance lease and intangible assets $ 13,123 $ 13,235 | Segment, Geographic, and Significant Customer Information The following table presents our revenue disaggregated by primary geographical market where revenues are attributable to the region in which the billing address of the customer is located (in thousands): December 31, 2021 2020 United States $ 6,778 $ 17,037 Rest of World 1,435 5,306 Total revenue $ 8,213 $ 22,343 The following tables summarize our most significant customers as of and for the years ended December 31, 2021 and 2020: Revenue Accounts receivable December 31, December 31, 2021 2020 2021 2020 Customer A 82 % 76 % 72 % 33 % Customer B 4 % 24 % — % 67 % |
Equity Method Investment
Equity Method Investment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity Method Investment | Equity Method Investment As of March 31, 2022 and December 31, 2021, we held an investment in Hengtong Rockley Technology Co., Ltd (“HRT”). Two of HRT's five board members were appointed by Rockley. HRT manufactures and sells optical fiber transceivers based on silicon photonics chipsets. HRT has share capital consisting solely of ordinary shares. We hold 24.9% of HRT’s ordinary shares, and the same proportion of its voting rights. We consider HRT to be a variable interest entity upon which the Company does exercise significant influence. However, considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions, the Company concluded it does not control the investment. Accordingly, the investment in HRT is accounted for under the equity method. We elected to use a three-month lag to record our share of HRT’s results. The following table summarizes our investment in HRT for the three months ended March 31, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Investment in HRT — Remeasurement gain on HRT 127 Share of gain of HRT 207 Ending balance, March 31, 2022 $ 5,213 Our maximum exposure to loss as a result of our involvement with HRT is limited to the balance of our investment. | Equity Method Investment As of December 31, 2021 and 2020, we held an investment in Hengtong Rockley Technology Co., Ltd (“HRT”) and we appointed two of the HRT's five board members. HRT manufactures and sells optical fiber transceivers based on silicon photonics chipsets. HRT has share capital consisting solely of ordinary shares. We hold 24.9% of HRT’s ordinary shares, and the same proportion of its voting rights. We consider HRT to be a variable interest entity upon which the Company does exercise significant influence. However, considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions, the Company concluded it does not control the investment. Accordingly, the investment in HRT is accounted for under the equity method. We elected to use a three-month lag to record our share of HRT’s results. See Note 13 , Related Party Transactions for details of the Company’s transactions with HRT. The following table summarizes our investment in HRT for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at the beginning of the year $ 5,202 $ 1,486 Investment in HRT — 4,990 Remeasurement gain on HRT 380 — Share of loss of HRT (703) (1,274) Balance at the end of the year $ 4,879 $ 5,202 Our maximum exposure to loss as a result of our involvement with HRT is limited to the balance of our investment. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Financial Instruments and Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of liabilities and assets, respectively. Investments The following is a summary of our investments at fair value for the periods ended March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Corporate bonds and commercial paper $ 1,144 $ 20,037 U.S. Treasury securities 23,373 24,587 Total investments $ 24,517 $ 44,624 The following table presents the contractual maturities of our debt investments as of March 31, 2022 (in thousands): Amortized Cost Fair Value Due in one year or less $ 18,222 $ 18,072 Due after one year through five years 6,530 6,445 $ 24,752 $ 24,517 Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations. Fair Value of Financial Instruments The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): March 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 11,863 $ 11,863 $ — Corporate bonds and commercial paper 1,144 — 1,144 U.S. Treasury securities 23,373 23,373 Total cash, cash equivalents and investments $ 36,380 $ 35,236 $ 1,144 December 31, 2021 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 — Total cash and cash equivalents $ 81,410 $ 61,373 $ 20,037 The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of March 31, 2022 December 31, 2021 (Unaudited) Financial Liabilities Private Placement Warrants 3,266 3,477 Total financial liabilities $ 3,266 $ 3,477 Private Placement Warrants The Company has determined that the Private Placement Warrants are classified within Level 3 of the fair value hierarchy as the fair value is estimated using the Modified Black Scholes Option Pricing Model. The discussion on the accounting of the Private Placement Warrants is fully described in Note 5—"Fair Value Measurements", to the consolidated financial statements included in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, December 31, 2021 $ 3,477 Mark-to-market adjustment $ (211) Private Placement Warrants balance, March 31, 2022 $ 3,266 | Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of liabilities and assets, respectively. Investments The following is a summary of our investments at their cost or amortized cost for the years ended December 31, 2021 and 2020 (in thousands): As of December 31, 2021 December 31, 2020 Corporate bonds and commercial paper $ 20,037 $ — U.S. Treasury securities 24,587 — Total investments $ 44,624 $ — The fair value of our investments approximates their cost or amortized cost for both periods presented. The following table presents the contractual maturities of our debt investments as of December 31, 2021 (in thousands): Amortized Cost Fair Value Due in one year or less $ 26,945 $ 26,961 Due after one year through five years 17,684 17,663 $ 44,629 $ 44,624 Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations. Fair Value of Financial Instruments The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): December 31, 2021 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 — Total cash, cash equivalents and investments $ 81,410 $ 61,373 $ 20,037 December 31, 2020 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 19,228 $ 19,228 $ — Total cash and cash equivalents $ 19,228 $ 19,228 $ — The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of December 31, 2021 December 31, 2020 Financial Liabilities 3.00% – 2020 Convertible Notes $ — $ 32,106 8.00% – 2020 Convertible Notes — 14,789 2020 Term Facility Loan — 25,049 Private Placement Warrants 3,477 — Total financial liabilities $ 3,477 $ 71,944 As of December 31, 2021, there was no fair value associated with the convertible debt instruments due to the conversion of the debt securities into the Company's ordinary shares in connection with the Business Combination. The estimated fair value of the debt securities prior to their conversion into the Company's ordinary shares was $208.6 million. The estimated fair value of the convertible securities on the Closing Date was calculated as the product of (i) the number of conversion shares at the Closing Date and (ii) the marketable value per ordinary share at the Closing Date. Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the consolidated statements of operations and comprehensive loss under Change in Fair Value of Debt Instruments. 3.00% – 2020 Convertible Notes O n March 9, 2020, Legacy Rockley issued $21.3 million of the 3.00% Convertible Notes and elected the fair value option of accounting for this debt instrument (see Note 7 , Debt for details) . In connection with the closing of the Business Combination on August 11, 2021, the outstanding principal and in terest of the 3.00% Convertible Notes Due 2025 were cancelled and converted into the right to receive ordinary shares of the Company, resulting in $0.0 million outstanding balance on the 3.00% Convertible Notes at December 31, 2021. For the year ended December 31, 2021 and 2020 , we recorded a loss of $6.0 million and $10.8 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 3.00% Convertible Notes, as follows (in thousands): Fair value at March 9, 2020 $ 21,281 Plus: Loss from change in fair value 10,825 Fair value at December 31, 2020 32,106 Plus: Loss from change in fair value 5,986 Less: Fair value adjustment extinguished upon conversion of debt (38,092) Fair value at December 31, 2021 $ — A binomial lattice model was used to determine the fair value of the 3.00% Convertible Notes based on assumptions as to when the notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) upon IPO/Sale/Merger/SPAC or maturity, the convertible notes may be converted to ordinary shares or redeemed at principal and accrued interest; and (ii) upon qualified financing event, the convertible notes will automatically convert to ordinary shares. The lattice model used the share price, conversion price, maturity date, risk-free rate, estimated stock volatility and estimated credit spread. The remeasurement of the fair value of the debt instrument was recorded as a gain or loss in the statements of operations and comprehensive loss for each reporting period. 8.00% – 2020 Convertible Notes On February 19, 2020, Legacy Rockley issued $8.0 million of 8.00% Convertible Notes and elected the fair value option of accounting for this debt instrument (see Note 7 , Debt for details). In connection with the closing of the Business Combination on August 11, 2021, the outstanding principal, interest and warrants of the 8.00% Convertible Notes were cancelled and converted into the right to receive ordinary shares of the Company, resulting in $0.0 million outstanding balance on the 8.00% Convertible Notes at December 31, 2021 . For the years ended December 31, 2021 and 2020, we recorded a loss of $16.1 million and $4.4 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 8.00% Convertible Notes, as follows (in thousands): Fair value at February 19, 2020 $ 10,415 Plus: Loss from change in fair value 4,374 Fair value at December 31, 2020 14,789 Plus: Loss from change in fair value 16,108 Less: Fair value adjustment extinguished upon conversion of debt (30,897) Fair value at December 31, 2021 $ — A binomial lattice model was used to determine the fair value of the 8.00% Convertible Notes Due 2025 based on assumptions as to when the notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) upon IPO/Sale/Merger/SPAC or maturity, the convertible notes may be converted to ordinary shares or put at 125.0% of principal and accrued interest; and (ii) upon financing event, the convertible notes may be converted to ordinary shares. The remeasurement of the fair value of the debt instrument was recorded as a gain or loss in the statements of operations and comprehensive loss for each reporting period. 2020 Term Facility Loan On September 29, 2020, Legacy Rockley issued $35.0 million of convertible notes and at inception elected the fair value option of accounting for this debt instrument ( see Note 7 , Debt for details ). In connection with the closing of the Business Combination on August 11, 2021, thirty percent (30%) of the outstanding principal and interest balance of the 2020 Term Facility Loan were cancelled and converted into the right to receive ordinary shares of the Company and seventy percent (70%) of the outstanding principal and interest balance is required to be repaid in full on or prior to August 31, 2022. At December 31, 2021, the remaining contractual outstanding principal and interest on the 2020 Term Facility Loan was $32.3 million. For the years ended December 31, 2021 and 2020, we recorded a loss of $15.1 million and $1.7 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 2020 Term Facility Loan s, as follows (in thousands): Fair value at September 29, 2020 $ 23,320 Plus: Loss from change in fair value 1,729 Fair value at December 31, 2020 25,049 Plus: Loss from change in fair value 15,134 Less: Fair value adjustment extinguished upon conversion of debt (13,003) Fair value at August 11, 2021 $ 27,180 At August 11, 2021, the fair value of the 2020 Term Facility Loan was $27.2 million. The interest expense is subsequently accreted to statements of operations and comprehensive loss using the effective interest rate method over the term of the loan. See Note 7 , Debt for information regarding the subsequent accounting for the 2020 Term Facility Loan . A binomial lattice model was used to determine the fair value of the 2020 Term Facility Loan based on assumptions as to when the loan would be converted upon IPO/Sale/Merger/SPAC. Upon such event, the convertible notes may be paid off as following: (i) if par value exit, repayment of base multiple times principal plus unpaid interest; (ii) if greater value exit, repayment of base multiple plus add-on multiple ratio times principal plus unpaid interest. 5.00% – $50.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued $50.0 million of the 5.00% – $50.0 Million Convertible Notes (the "5.00% – $50.0 Million Convertible Notes") and at inception elected the fair value option of accounting for this debt instrument ( see Note 7 , Debt for details ). In connection with the closing of the Business Combination, the outstanding principal and interest of the 5.00% – $50.0 Million Convertible Notes were cancelled and converted into the right to receive ordinary shares of the Company, resulting in $0.00 million outstanding balance on the 5.00% – $50.0 Million Convertible Notes at December 31, 2021. For the year ended December 31, 2021 , we recorded a loss of $2.3 million, from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $50.0 Million Convertible Notes, as follows (in thousands): Fair value at January 11, 2021 $ 10,274 Plus: Loss from change in fair value 2,310 Less: Fair value adjustment extinguished upon conversion of debt (12,584) Fair value at December 31, 2021 $ — A binomial lattice model was used to determine the fair value of the 5.00% – $50.0 Million Convertible Notes Due 2026 based on assumptions as to when the notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) upon IPO/Sale/Merger/SPAC, the convertible notes may be converted to ordinary shares or put at principal and accrued interest; and (ii) upon qualified financing event or maturity, the convertible notes will automatically convert to ordinary shares at base price. The lattice model used the share price, conversion price, maturity date, risk-free rate, estimated stock volatility and estimated credit spread. The remeasurement of the fair value of the debt instrument was recorded as a gain or loss in the statements of operations and comprehensive loss for each reporting period. 5.00% – $25.0 Million Convertible Notes On December 31, 2020, Legacy Rockley issued $25.0 million of the 5.00% – $25.0 Million Convertible Notes and at inception elected the fair value option of accounting for this debt instrument ( see Note 7 , Debt for details ). In connection with the closing of the Business Combination, the outstanding principal, interest and warrants of the 5.00% – $25.0 Million Convertible Notes were cancelled and converted into the right to receive ordinary shares of the Company, resulting in $0.0 million outstanding balance on the 5.00% – $25.0 Million Convertible Notes at December 31, 2021 . For the year ended December 31, 2021, we recorded an adjustment of $5.0 million from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $25.0 Million Convertible Notes , as follows (in thousands): Fair value at December 31, 2020 $ 37,592 Plus: Loss from change in fair value 4,977 Less: Fair value adjustment extinguished upon conversion of debt (42,569) Fair value at December 31, 2021 $ — A binomial lattice model was used to determine the fair value of the 5.00% – $25.0 Million Convertible Notes Due 2025 based on assumptions as to when the notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) upon SPAC, the convertible notes may be converted to ordinary shares or put at principal and accrued interest; (ii) upon qualified financing event, the convertible notes may be converted to ordinary shares with discount any time after financing date; and (iii) upon maturity, the convertible notes may be converted to ordinary shares at $675.0 million divided by the number of fully diluted shares. The remeasurement of the fair value of the debt instrument was recorded as a gain or loss in the statements of operations and comprehensive loss for each reporting period. 5.00% – $30.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued $30.0 million of the 5.00% Convertible Notes and at inception elected the fair value option of accounting for this debt instrument ( see Note 7 , Debt for details ). In connection with the closing of the Business Combination, the outstanding principal and interest of the 5.00% – $30.0 Million Convertible Notes were cancelled and converted into the right to receive ordinary shares of the Company, resulting in $0.0 million outstanding balance on the 5.00% – $30.0 Million Convertible Notes at December 31, 2021. For the year ended December 31, 2021, we recorded an adjustment of $5.9 million from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $30.0 Million Convertible Notes , as follows (in thousands): Fair value at January 11, 2021 $ 38,403 Plus: Loss from change in fair value 5,855 Less: Fair value adjustment extinguished upon conversion of debt (44,258) Fair value at December 31, 2021 $ — A binomial lattice model was used to determine the fair value of the 5.00% Convertible Notes Due 2026 based on assumptions as to when the notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) upon SPAC, the convertible notes may be converted to ordinary shares or put at principal and accrued interest; and (ii) upon qualified financing event or maturity, the convertible notes will automatically convert to ordinary shares at base price. The lattice model used the share price, conversion price, maturity date, risk-free rate, estimated stock volatility and estimated credit spread. The remeasurement of the fair value of the debt instrument was recorded as a gain or loss in the statements of operations and comprehensive loss for each reporting period. At December 31, 2021 and 2020, the carrying value of certain financial instruments, such as cash, accounts receivable, other receivable, prepaid expenses and other current assets, trade payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Private Placement Warrants The Private Placement Warrants are accounted for as liabilities in accordance with the FASB's Accounting Standards Codification ("ASC") 815-40 and are presented within the Warrants Liabilities on the consolidated balance sheet. The warrant liabilities were measured at fair value at inception and are measured on a recurring basis, with changes in fair value presented within change in fair value of warrants liabilities in the consolidated statement of operations and comprehensive loss. The Private Placement Warrants are measured at fair value on a recurring basis. The measurement of the warrants as of December 31, 2021 was $3.5 million. The Company has classified the Private Placement Warrants as a liability due to certain settlement terms and provisions related to certain tender offers and indexation characteristics following the Business Combination and has accounted for them as liability instruments in accordance with ASC 815, adjusting the fair value at the end of each reporting period. Additionally, the Company has determined that the Private Placement Warrants are classified within Level 3 of the fair value hierarchy as the fair value is estimated using the Modified Black Scholes Option Pricing Model. The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, August 11, 2021 $ 14,304 Mart-to-market adjustment (10,827) Warrant Liabilities balance, December 31, 2021 $ 3,477 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance Sheet Components | Balance Sheet Components Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: March 31, 2022 December 31, 2021 United Kingdom 77 % 97 % United States 21 % 3 % Other 1 % — % Other receivables (in thousands) March 31, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,428 $ 45,632 Grants receivable 700 753 VAT receivable 1,112 1,073 Other receivable, net 9 4 Total other receivables $ 49,249 $ 47,462 1 The research and development tax credit receivable consists of research and development expenses that have been claimed as research and development tax credits in accordance with the relevant U.K. tax legislation. The claims related to the 2020 year are currently under examination by the U.K. government. Property and equipment, net (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 2,129 $ 1,998 Lab equipment 14,843 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 30 — Total property and equipment $ 18,578 $ 17,514 Less: accumulated depreciation (10,171) (9,088) Total property and equipment, net $ 8,407 $ 8,426 Total depreciation expense for the three months ended March 31, 2022 and 2021 was $1.4 million and $0.8 million, respectively. As part of the expected sale of the Company's data communications business in the second quarter of fiscal 2022, a group of fixed assets will be transferred to the buyer of the business. We have not reclassified these fixed assets as Held For Sale as we consider the balance of these fixed assets to be immaterial to our condensed consolidated financial statements. Finance lease right-of-use assets, net (in thousands) March 31, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,298) (1,205) Total finance lease right-of-use assets, net $ 1,668 $ 1,761 Amortization expense for the three months ended March 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively. Intangible assets, net (in thousands) March 31, 2022 December 31, 2021 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 3,048 The Company reviews its intangible assets for potential impairment whenever events or circumstances indicate that the carrying value of the intangible assets may not be recoverable. No impairment charges were recorded for the three months ended March 31, 2022 and 2021. Other non-current assets (in thousands) March 31, 2022 December 31, 2021 Security deposits $ 280 $ 280 Operating right of use assets 4,257 4,577 Prepaid asset, net of current portion 3,047 2,826 Other non-current assets 200 — Total other non-current assets $ 7,784 $ 7,683 Accrued expenses (in thousands) March 31, 2022 December 31, 2021 Accrued bonus $ 9,587 $ 7,546 Accrued payroll and benefits 4,016 2,750 Accrued taxes 451 439 Accrued fabrication costs 2,962 3,110 Accrued transaction costs 349 1,004 Other accrued expenses 2,717 2,511 Total accrued expenses $ 20,082 $ 17,360 | Balance Sheet Components Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: December 31, 2021 2020 United Kingdom 97 % 96 % United States 3 % 3 % Other — % 1 % Other receivables December 31, 2021 2020 R&D tax credit receivable $ 45,632 $ 17,412 Grants receivable 753 — VAT receivable 1,073 607 Other receivable, net 4 5 Total other receivables $ 47,462 $ 18,024 Property and equipment, net (in thousands): December 31, 2021 2020 Computer equipment $ 1,998 $ 1,218 Lab equipment 13,940 7,607 Motor vehicles 31 31 Furniture and fixtures 315 265 Leasehold improvements 1,230 704 Assets under construction — 27 Total property and equipment $ 17,514 $ 9,852 Less: accumulated depreciation (9,088) (5,802) Total property and equipment, net $ 8,426 $ 4,050 Total depreciation expense was $4.2 million and $2.3 million for the years ended December 31, 2021, and 2020, respectively. Finance lease right-of-use assets, net (in thousands): December 31, 2021 2020 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,205) (834) Total finance lease right-of-use assets, net $ 1,761 $ 2,132 Amortization expense was $0.4 million and $0.4 million for the years ended December 31, 2021, and 2020, respectively. Intangible assets, net (in thousands): December 31, 2021 2020 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 3,048 The Company reviews its intangible assets for potential impairment whenever events or circumstances indicate that the carrying value of the intangible assets may not be recoverable. No impairment charges were recorded for the years ended December 31, 2021, and 2020, respectively. Other non-current assets (in thousands): December 31, 2021 2020 Capitalized transaction costs $ — $ 121 Security deposits 280 — Operating right of use assets 4,577 1,486 Prepaid asset, net of current portion $ 2,826 $ — Total other non-current assets $ 7,683 $ 1,607 Accrued expenses (in thousands): December 31, 2021 2020 Accrued bonus $ 7,546 $ 3,349 Accrued payroll and benefits 2,750 1,524 Accrued taxes 439 332 Accrued fabrication costs 3,110 2,321 Share appreciation rights — 706 Accrued transaction costs 1,004 335 Other accrued expenses 2,511 1,828 Total accrued expenses $ 17,360 $ 10,395 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | Debt The remeasurement of the fair value and the conversion of debt adjustments associated with the convertible debt instruments for the three months ended March 31, 2021 are described in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. The following table summarizes information relating to our debt, (in thousands): March 31, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 6,636 (12,500) $ 21,316 Less: current portion of long-term debt (21,316) Long-term debt, net of current portion $ — December 31, 2021 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ — 2020 Term Facility Loan Please refer to our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022 for information on the 2020 Term Facility Loan . As of March 31, 2022, the total outstanding debt for the 2020 Term Facility Loan balance was $21.3 million. The Company accrued unpaid interest expense of $2.5 million for the three months ended March 31, 2022 using the effective interest rate method. The 2020 Term Facility Loan includes a financial covenant that requires the Company to maintain a balance of at least $35.0 million in cash and cash equivalents as defined by the Term Facility Loan agreement. | Debt The following table summarizes information relating to our long-term debt, (in thousands): December 31, 2021 Principal Change in Fair Value Conversion of Debt Accreted Debt Interest Principal Payments in Cash Net 3.00% – 2020 Convertible Notes $ 21,281 $ 16,811 (38,092) — — $ — 8.00% – 2020 Convertible Notes 8,000 22,897 (30,897) — — — 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) 26,312 5.00% – $50.0 Million Convertible Notes 10,274 2,310 (12,584) — — — 5.00% – $25.0 Million Convertible Notes 25,000 17,569 (42,569) — — — 5.00% – $30.0 Million Convertible Notes 30,000 14,258 (44,258) — — — Total Long-term debt $ 128,504 $ 80,079 (181,403) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ — December 31, 2020 Principal Change in Fair Value Net 3.00% – 2020 Convertible Notes $ 21,281 $ 10,825 $ 32,106 8.00% – 2020 Convertible Notes 8,000 6,789 14,789 2020 Term Facility Loan 22,500 2,549 25,049 Paycheck Protection Program 2,860 — 2,860 Total long-term debt $ 54,641 $ 20,163 $ 74,804 Less: current portion of long-term debt — Long-term debt, net of current portion $ 74,804 Future minimum payments under the debt agreements as of December 31, 2021 are as follows (in thousands): 2020 Term Facility Loan 2022 $ 32,303 2023 — 2024 — 2025 — 2026 — Thereafter — Total future minimum payments 32,303 Less: current portion of debt principal (32,303) Non-current portion of debt principal $ — 3.00% – 2020 Convertible Notes On March 9, 2020, Legacy Rockley issued convertible loan notes in an aggregate principal amount of $21.3 million (the “3.0% Convertible Notes”). The 3.00% – 2020 Convertible Notes had an interest rate of 3.00% per annum and contained no financial covenants. The 3.00% – 2020 Convertible Notes were issued in two tranches $20.0 million on March 9, 2020 and $1.3 million on October 20, 2020. The 3.00% – 2020 Convertible Notes were subject to conversion as follows: (a) If in an equity financing raised total proceeds for the Company of not less than $10.0 million then the outstanding principal amount of all notes and any unpaid accrued interest shall automatically convert into the most senior class of equity share at a conversion price of $14.298 per share; or (b) if an equity financing is not raised for the Company, then the outstanding principal amount of all notes and any unpaid accrued interest may convert into the most senior class of share at a conversion price of $14.298 per share. (c) At an exit event, redeem the outstanding notes for an amount equal to the outstanding principal plus accrued interests or convert the outstanding principal amount of all notes and any unpaid accrued interest thereon into the most senior class of share of the Company, at a conversion price equal to the issuance price of $14.298 per share. (d) At the maturity date, convert into the most senior class of shares at a conversion price equal to the issuance price of $14.298 per share. Legacy Rockley elected to account for the 3.00% – 2020 Convertible Notes at fair value as of the issuance date, with the changes in fair value reported in the consolidated statements of operations and comprehensive loss under Change in Fair Value of Debt Instruments. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , the total outstanding principal and accrued unpaid interest of $21.9 million for the 3.00% – 2020 Convertible Notes were cancelled and converted into the right to receive 3.8 million ordinary shares of the Company , with a fair value of $38.1 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recorded a $38.1 million adjustment upon extinguishment of the 3.00% – 2020 Convertible Notes. 8.00% – 2020 Convertible Notes On February 19, 2020, Legacy Rockley issued convertible loan notes to our board member in an aggregate principal amount of $8.0 million (the “ 8.00% Convertible Notes" ). The 8.00% Convertible Notes had an interest rate of 8.00% per annum and contained no financial covenants. The 8.00% Convertible Notes were convertible as follows: (a) In the event of an equity financing, the outstanding principal amount of all notes and any unpaid accrued interest shall automatically convert into the most senior class of share at a conversion price being the lower of $14.298 per share or a discounted subscription price of the equity shares; or (b) At an exit event, convert the outstanding principal amount of all notes and any unpaid accrued interest thereon into the most senior class of share of the Company, at a conversion price, equal to a 25% discount to the Series E issuance price of $14.298 per share. (c) At the maturity date, convert into the most senior class of equity share at a conversion price of $14.298. Legacy Rockley elected to account for the 8.00% Convertible Notes s at fair value as of the issuance date, with the changes in fair value reported in the consolidated statements of operations and comprehensive loss under Change in Fair Value of Debt Instruments. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , the total outstanding principal and accrued unpaid interest of $8.9 million for the 8.00% Convertible Notes were cancelled and converted into the right to receive 1.5 million ordinary shares of the Company, with a fair value of $15.5 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. In addition, the warrants issued in conjunction with the 8.00% Convertible Note were also cancelled and converted into the right to receive 1.5 million ordinary shares of the Company, with a fair value of $15.5 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recorded a $30.9 million adjustment upon extinguishment of the 8.00% Convertible Notes and warrants. 2020 Term Facility Loan On September 29, 2020, Legacy Rockley secured a term facility loan of $35.0 million (“2020 Term Facility Loan”). Legacy Rockley had the option to repay the aggregate amount of the loans utilized in full on the maturity date, subject to no Qualified Exit occurring at the time plus the applicable repayment premium payable. The Qualified Exit meant: 1) qualified listing—a flotation or a public offering, the value of which is equal to or exceeds the free float value of $350.0 million; 2) non-qualified trade. Upon any occurrence of a non-qualified trade sale or qualified listing, amounts due to Argentum would have been discharged in full by way of conversion into the Company's most senior class of shares. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , thirty percent (30%) of the outstanding principal and interest balance of $10.2 million for the 2020 Term Facility Loan were cancelled and converted into the right to receive 1.3 million ordinary shares of the Company, with a fair value of $13.0 million, r ecorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recorded a $13.0 million adjustment upon extinguishment of debt. The seventy percent (70%) of the outstanding principal and interest balance remained as debt and is required to be repaid in full on or prior to August 31, 2022, in the total amount of $37.3 million . At August 11, 2021, the Company recorded a fair value of $27.1 million for the seventy percent (70%) of the outstanding principal and interest balance. The Company accreted the adjusted interest expense over the amended term of the loan using the effective interest rate method. The Company accrued interest expense of $4.1 million for the year ended December 31, 2021. As of December 31, 2021, the total outstanding debt for the 2020 Term Facility Loan balance was $26.3 million. The 2020 Term Facility Loan includes a financial covenant that requires the Company to maintain a cash balance of at least $35.0 million. As of December 31, 2021, the Company was not in default on any covenants. 5.00% – $50.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued convertible loan notes for an aggregate principal amount of $50.0 million. The 5.00% – $50.0 Million Convertible Notes had an interest rate of 5.00% per annum and contained no financial covenants. The total amount borrowed was $10.3 million. The 5.00% – $50.0 Million Convertible Notes were subject to conversion as follows: (a) In the event of a qualified financing even with total proceeds raised not less than $25.0 million, the outstanding principal amount and any unpaid accrued interest automatically convert into the most senior class of share at a conversion price being lower of 15% discount to the per share subscription price of the equity shares or the price obtained by diving $1,500.0 million by fully diluted share capital of the Company at the date of conversion; (b) At an exit event, redeem the outstanding principal amount and any unpaid accrued interest on the original principal or convert the outstanding principal amount of all notes and any unpaid accrued interest into the most senior class of share of the Company at a conversion price equal to the lower of 15% discount to the price per share and the price obtained by dividing $1,500.0 million by fully diluted share capital of the Company at the date of conversion; (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $1,500.0 million by fully diluted share capital of the Company at the date of conversion. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , the total outstanding principal and accrued unpaid interest of $10.6 million for the 5.00% – $50.0 Million Convertible Notes were cancelled and converted into the right to receive 1.3 million ordinary shares of the Company , with a fair value of $12.6 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recognized a $12.6 million adjustment upon extinguishment of the 5.00% – $50.0 Million Convertible Notes. 5.00% – $25.0 Million Convertible Notes On December 31, 2020, Legacy Rockley issued convertible loan notes in an aggregate principal amount of $25.0 million. The 5.00% – $25.0 Million Convertible Notes had an interest rate of 5.00% per annum and contained no financial covenants. The 5.00% – $25.0 Million Convertible Notes were subject to conversion as follows: (a) In an equity qualified financing event with total proceeds raised not less than $25.0 million, the outstanding principal amount and any unpaid accrued interest automatically convert into the most senior class of share at a conversion price being lower of 25% discount to the per share subscription price of the equity shares or the price obtained by diving $800.0 million by fully diluted share capital of the Company at the date of conversion; (b) At an exit event, redeem the outstanding notes for an amount equal to 100% of the outstanding principal plus accrued interest or convert the outstanding principal amount into the most senior class of share of the Company, at a conversion price equal to the lower of 25% discount to the price per share and the price obtained by dividing $800.0 million by fully diluted share capital of the Company at the date of conversion; or (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $675.0 million by the number of issued shares in the capital of the Company on a fully diluted basis or repay the amount equal to 100% of the outstanding principal amount plus any accrued interest. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , the total outstanding principal and accrued unpaid interest of $25.7 million for the 5.00% – $25.0 Million Convertible Notes were cancelled and converted into the right to receive 3.6 million ordinary shares of the Company , with a fair value of $35.6 million, recorded in the consolidated balance sheet. In addition, the warrants issued in conjunction with the 5.00% – $25.0 Million Convertible Notes were also c ancelled and converted into the right to receive 0.7 million ordinary shares of the Company , with a fair value of $7.0 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recorded a total $42.6 million adjustment upon extinguishment of the 5.00% – $25.0 Million Convertible Notes and warrants. 5.00% – $30.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued the 5.00% – $30.0 Million Convertible Notes. The 5.00% – $30.0 Million Convertible Notes had an interest rate of 5.00% per annum and contained no financial covenants. The 5.00% – $30.0 Million Convertible Notes were subject to conversion as follows: (a) In an equity qualified financing event with total proceeds raised not less than $25.0 million, the outstanding principal amount and any unpaid accrued interest automatically convert into the most senior class of share at a conversion price being lower of 25% discount to the per share subscription price of the equity shares or the price obtained by diving $800.0 million by fully diluted share capital of the Company at the date of conversion; (b) At an exit event, redeem the outstanding notes for an amount equal to the outstanding principal plus any unpaid accrued interest or convert the outstanding principal amount of all notes and any unpaid accrued interest into the most senior class of share of the Company, at a conversion price equal to the lower of a 25% discount to the price per share and the price obtained by dividing $800.0 million by fully diluted share capital of the Company at the date of conversion; or (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $800.0 million by fully diluted share capital of the Company at the date of conversion. Upon consummation of the Business Combination discussed in Note 2 , Business Combination , the total outstanding principal and accrued unpaid interest of $30.8 million for the 5.00% – $30.0 Million Convertible Notes were cancelled and converted into the right to receive 4.4 million ordinary shares of the Company , with a fair value of $44.3 million, recorded in the consolidated statement of shareholders' equity (deficit) with a corresponding decrease to the convertible note in the consolidated balance sheet. The Company recorded a $44.3 million adjustment upon extinguishment of the 5.00%– $30.0 Million Convertible Notes. Paycheck Protection Program Loan On April 21, 2020 (the "Origination Date"), Legacy Rockley received loan proceeds of approximately $2.9 million (“PPP Loan”) from Silicon Valley Bank (the “Lender”) pursuant to the Paycheck Protection Program (“PPP”) established under the CARES (the Coronavirus Aid, Relief and Economic Security) Act of 2020. Payments of principal and interest were deferred for the first six months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. The PPP Loan bore interest at 1.0% per annum. In June 2021, the $2.9 million of borrowings outstanding under the PPP was forgiven in full. Forgiveness income was recorded as a component of other income, net in the consolidated statements of operations and comprehensive loss. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Warrants | Warrants The discussion on the Public Warrants and Private Placement Warrants is described in Note 8—"Warrants", to the consolidated financial statements included in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. As of March 31, 2022, the Company had 8,625,000 Public Warrants outstanding with a balance of $28.0 million, classified as equity and presented within Additional Paid-In Capital on our condensed consolidated balance sheet. As of March 31, 2022, the Company also had 5,450,000 Private Placement Warrants outstanding with a balance of $3.3 million, classified as liability and presented within warrant liabilities on our condensed consolidated balance sheet. The warrant liabilities are remeasured on a recurring basis, with changes in fair value presented in the condensed consolidated statement of operations at each reporting period. | Warrants As of December 31, 2021 , the Company had 8,625,000 Public Warrants outstanding with a balance of $28.0 million, and classified as equity, and 5,450,000 Private Placement Warrants outstanding with a balance of $3.5 million, and classified as liability. These warrants are exercisable for the Company’s ordinary shares. Warrants may only be exercised for a whole number of shares at an exercise price of $11.50. These warrants expire five years from the closing of the Forward Recapitalization. The ordinary shares underlying the warrants were registered on Rockley Photonics Holdings Limited 's Registration Statement on Form S-4 (File No. 333-255019), filed with the SEC on April 2, 2021 and declared effective on July 22, 2021. The Company is obligated to issue ordinary shares upon exercise of a warrant. Redemption of warrants when the ordinary share price equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the warrants in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder and if, and only if, the closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders. The Company may redeem the warrants in whole and not in part no earlier than 90 days after they are first exercisable and prior to their expiration at a price equal to a number of the Company's ordinary shares based on the redemption date and the “fair market value” of the ordinary shares, upon not less than 30 days' prior written notice of redemption each warrant holder, and if, and only if, the closing price of the ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity , and are presented within warrant liabilities on our balance sheet. The warrant liabilities assumed from SC Health, and on a recurring basis, changes in fair value will be presented in the consolidated statement of operations at each reporting period. The Private Placement Warrants are considered to be a Level 3 liability, see Note 5 – Fair Value Measurements for description of the valuation methodology of the Private Placement Warrants. The Public Warrants were accounted for as equity and are presented within Additional Paid-In Capital on our balance sheet. Although an event such as a qualifying cash tender offer could occur outside of the company’s control that would require net cash settlement, equity classification for the public warrants is not precluded per ASC 815-40-25 as such an event would be in connection with a change in control and all of the Company’s ordinary shareholders, as well as warrant holders, could participate and receive cash from the settlement. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Income Taxes Income tax expense w as $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The effective income tax rate was less than 1.0% in the three months ended March 31, 2022 and 2021. Our effective tax rate differs from the U.K. statutory rate primarily due to a substantially full valuation allowance against our net deferre d tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized. The income tax expense is primarily related to corporate income taxes in the United States, which operates on a cost–plus arrangements and minimum filing fees in the foreign jurisdictions where we have operations. | Income Taxes For the years ended December 31, 2021 and 2020, loss before income taxes were as follows (in thousands): Years Ended December 31, 2021 2020 U.K. Operations $ (174,298) $ (82,705) Foreign operations 6,952 2,997 Loss before income taxes $ (167,346) $ (79,708) The components of provision for income tax for the years ended December 31, 2021 and 2020 are as follows (in thousands): Current Deferred Total Year ended December 31, 2021 U.K. operations $ — $ — $ — Foreign jurisdictions 667 — 667 $ 667 $ — $ 667 Current Deferred Total Year ended December 31, 2020 U.K. operations $ — $ — $ — Foreign jurisdictions 569 — 569 $ 569 $ — $ 569 The effective tax rate of the Company’s provision for income taxes differs from the 19% statutory rate of the Company’s U.K. headquarters entity (in thousands, except percentages): December 31, 2021 2020 U.K. Statutory Rate $ (31,796) 19.0 % $ (15,145) 19.0 % Foreign income tax 8 — % 308 (0.4) % Research & Development credit (2,061) 1.2 % (628) 0.8 % Stock-based compensation 34 — % 1,293 (1.6) % Permanent differences (156) 0.1 % 3,325 (4.2) % Change in valuation allowance 32,402 (19.4) % 7,480 (9.4) % Rate Change on Deferred Taxes (11,197) 6.7 % (977) 1.2 % Uncertain Tax Liabilities 64 — % 245 (0.3) % Losses not benefited 12,625 (7.5) % 3,999 (5.0) % Others, net 744 (0.4) % 668 (0.8) % Total $ 667 (0.40) % $ 569 (0.71) % Deferred Tax Assets and Liabilities Deferred income taxes reflect the net effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. We record income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the realization of deferred tax assets on a jurisdictional basis. The significant components of the Company’s deferred taxes are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 33,068 $ 15,066 Research and development credits 549 — Stock-based compensation 4,859 1,476 Lease liabilities 1,394 482 Interest Limitation 10,202 — Accounts and other receivables — — Accrued liabilities 1,765 788 Other 64 2 Total gross deferred tax assets 51,900 17,814 Less valuation allowance (50,139) (16,377) Net deferred tax assets 1,761 1,437 Deferred tax liabilities: Right-of-use Assets $ (1,281) $ (821) Property and equipment, principally due to differences in depreciation (480) (592) Other — (24) Total gross deferred tax liabilities (1,761) (1,437) Net deferred tax assets $ — $ — ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of our future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not likely to be realized and, accordingly, has provided a valuation allowance has provided a full valuation allowance against its deferred tax assets. The changes in valuation allowance related to operating activity was an increase in the amount of $33.8 million and $6.9 million during the years ended December 31, 2021 and 2020, respectively. NOLs and tax credit gross carryforwards as of December 31, 2021 are as follows (in thousands): Amount Expiration Years NOLs, Federal $ 132,272 carried forward indefinitely NOLs, State $ — — Tax credits, Federal $ 467 — Tax credits, State $ — — Uncertain Tax Positions The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. As of December 31, 2021 and 2020, the Company had total uncertain tax positions of $3.2 million and $2.2 million, which is recorded as a reduction of the deferred tax asset related research and developments. No interest or penalties have been recorded related to the uncertain tax positions. None of the unrecognized tax benefits, if recognized, would affect the effective tax rate. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2021 2020 Balance at beginning of the year $ 2,236 $ 405 Increases based on tax positions related to current year 1,061 733 Increases based on tax positions related to prior years 165 1,199 Decreases based on tax positions related to prior years (245) (101) Balance at end of year $ 3,217 $ 2,236 It is not expected that there will be a significant change in uncertain tax position in the next 12 months. We are subject to income tax in the U.K., U.S. federal and various states and three other foreign jurisdictions. Our U.S. income tax filings are currently under audit for the tax year ended December 31, 2018. The statute of limitations for U.K. and foreign tax jurisdictions other than the U.S. are no longer subject to audit for tax years before December 31, 2019. We are no longer subject to U.S. federal income tax audit for the tax years before the year ended December 31, 2018 and are no longer subject to state income tax audit for tax years before December 31, 2015. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Shareholders’ Equity (Deficit) | Shareholders’ Equity (Deficit) The Company is authorized to issue 12,417,500,000 ordinary shares with par value of $0.000004 per share. Each holder of the Company's ordinary shares is entitled to one vote per share. As of March 31, 2022, there were 129,005,167 of the Company's ordinary shares issued and outstanding. Holders of the Company's ordinary shares do not have cumulative voting rights. Additionally, the Company has 14,074,986 warrants outstanding as of March 31, 2022. See Note 8 , Warrants for additional information. Each holder of the Company's ordinary shares is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of the Company’s assets or funds legally available for dividends or other distributions. The Company has not declared or paid any dividends with respect to its ordinary shares for the periods presented. If the Company is involved in voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, or a similar event, each holder of the Company ordinary shares will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of the Company preferred shares, if any, then outstanding. Equity Line of Credit | Shareholders’ Equity (Deficit) The Company is authorized to issue 12,417,500,000 ordinary shares with par value of $0.000004 per share. Each holder of the Company's ordinary shares is entitled to one vote per share. As of December 31, 2021, there were 127,860,639 of the Company's ordinary shares issued and outstanding. Holders of the Company's ordinary shares do not have cumulative voting rights. Additionally, the Company has 14,074,986 warrants outstanding as of December 31, 2021. See Note 8 , Warrants for additional information. Each holder of the Company's ordinary shares is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of the Company’s assets or funds legally available for dividends or other distributions. The Company has not declared or paid any dividends with respect to its ordinary shares for the periods presented. If the Company is involved in voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, or a similar event, each holder of the Company ordinary shares will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of the Company preferred shares, if any, then outstanding. Equity Line of Credit In October 2021, the Company entered into an equity line of credit arrangement (“ELOC”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability company ("LPCF"). The ELOC is a private placement with registration rights, providing LPCF the ability to purchase up to 7.8 million of the Company's ordinary shares for $50.0 million over 24 months. Proceeds from the sale of shares will go towards the Company to be used for working capital. |
Net Loss per Share
Net Loss per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | Net Loss per Share The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended March 31, 2022 2021 Basic and diluted: Net loss $ (41,781) $ (64,777) Weighted average ordinary shares outstanding 128,443,050 83,883,581 Basic and diluted net loss per share $ (0.33) $ (0.77) Basic net loss per share is calculated by dividing net loss for the period by the weighted average number of the ordinary shares outstanding plus outstanding warrants with a $0.01 exercise price. For the three months ended March 31, 2022 and 2021, we excluded the potential effect of outstanding and exercisable options, outstanding RSUs, Legacy Rockley warrants and private and public warrants | Net Loss per Share The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Years Ended December 31, 2021 2020 Basic and diluted: Net loss $ (168,013) $ (80,277) Weighted average ordinary shares outstanding 100,917,939 83,457,400 Basic and diluted net loss per share $ (1.66) $ (0.96) Basic net loss per share is calculated by dividing net loss for the period by the weighted average number of the ordinary shares outstanding plus outstanding warrants with a 0.01 exercise price during the period. For the years ended December 31, 2021 and 2020, we excluded the potential effect of outstanding and exercisable options (including performance options) and warrants in the calculation of the diluted loss per share, as the effect would be anti-dilutive due to lo sses incurred. As of December 31, 2021 and 2020, there were approximately 12.6 million and 13.8 million potentially issuable shares respectively, with dilutive effect. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Stock-Based Compensation The Company has established a number of share-based incentive plans for current employees, directors and others, which include Share Appreciation Rights ("SARs"), 2013 Share Option Plan (the "2013 Plan") , 2021 Share Option Plan (the "2021 Plan"), Restricted Stock Units ("RSUs"), 2021 Employee Stock Purchase Plan (the "ESPP"), and Warrants. 2013 Share Option Plan The holders of Legacy Rockley options under the 2013 Share Option Plan (the "2013 Plan") continue to hold such options and such options remain subject to the same vesting, exercise and other terms and conditions. In connection with the Business Combination, the holders of Legacy Rockley options may exercise their options to purchase a number of ordinary shares equal to the number of shares of Legacy Rockley ordinary shares subject to such Legacy Rockley options multiplied by the Exchange Ratio of 2.4835 (rounded down to the nearest whole share) at an exercise price per share divided by the Exchange Ratio (rounded to the nearest whole cent). The information presented herein is as if the exchange of stock options occurred as of the earliest period presented. As of March 31, 2022 , there were no shares available for grant. Any new grants will become available for issuance under the 2021 Plan. The following table summarizes the stock option activity related to the 2013 Plan : Number of Average Options outstanding at December 31, 2021 15,381,736 $ 2.00 Granted — $ — Exercised (789,809) $ 0.77 Forfeited (64,999) $ 3.98 Options outstanding at March 31, 2022 14,526,928 $ 2.06 Options exercisable at March 31, 2022 12,185,463 $ 1.79 2021 Share Option Plan On March 31, 2021, the Board approved the 2021 Plan. The purpose of the 2021 Plan is to attract, retain, incentivize and reward top talent through stock ownership, to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and shareholders. As of March 31, 2022, there were 14,969,261 shares authorized for issuance under the Plan, of which 9,783,953 shares were available for grant. The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Options outstanding at December 31, 2021 1,013,480 $ 15.84 Granted — $ — Exercised — $ — Forfeited — $ — Options outstanding at March 31, 2022 1,013,480 $ 15.84 Options exercisable at March 31, 2022 152,902 $ 15.84 Restricted Stock Units In 2021, the Company granted restricted RSUs to employees. Each award will vest based on continued service which is generally over a four-year period. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of RSUs was estimated on the date of grant based on the fair value of the Company’s ordinary shares. Employee RSUs activity for the year ended March 31, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 488,702 $ 4.08 Vested (447,428) $ 7.03 Forfeited (23,954) $ 7.07 Outstanding at March 31, 2022 4,171,828 $ 6.36 2021 Employee Stock Purchase Plan On October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective on December 1, 2021. The ESPP is more fully described in Note 12 of the "Notes to Consolidated Financial Statements" to its Annual Report on Form 10-K for the year ended December 31, 2021. As of March 31, 2022, 1,526,239 shares were available for issuance under the ESPP. The initial offering period for the ESPP is one year, commencing on December 1, 2021 and ending on November 30, 2022. As of the March 31, 2022 , no shares of the Company's ordinary shares have been purchased or distributed pursuant to the ESPP. Stock-based compensation expense The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 508 $ 268 Research and development 2,672 1,048 Selling, general and administrative 849 409 Total stock-based compensation expense $ 4,029 $ 1,725 As of March 31, 2022, there was approximately of $38.1 million of total unrecognized stock based compensation expenses related to our equity awards, which is expected to be recognized over a weighted average peri od of 1.4 years. Performance Options In 2019, the Company granted performance-based options to certain individuals with conditions that include specific sales and fundraising targets. For the three months ended March 31, 2022 and 2021, we recognized a total expense of $0.1 million and $0.1 million in relation to the performance-based options. As of March 31, 2022 and December 31, 2021, there were approximately $0.8 million and $0.9 million of unrecognized stock-based compensation expense related to the performance-based options. As of March 31, 2022, no additional performance-based awards were granted. Warrants In connection with the Business Combination on August 11, 2021, all outstanding warrants of Legacy Rockley were exercised on a cashless basis and converted into the right to receive 1.8 million ordinary shares of the Company, with a fair value of $18.1 million. | Stock-Based Compensation The Company has established a number of share-based incentive plans for current employees, directors and others, which include Share Appreciation Rights ("SARs"), 2013 Share Option Plan (the "2013 Plan") , 2021 Share Option Plan (the "2021 Plan"), Restricted Stock Units ("RSUs"), 2021 Employee Stock Purchase Plan (the "ESPP"), and Warrants. Share Appreciation Rights As of December 31, 2021, there were no SARs outstanding. As of December 31, 2020, there were 30,000 SARs outstanding at an exercise price of $0.00001 per share. In connection with the Business Combination on August 11, 2021, the liability associated with outstanding SARs was settled with a cash payment of $0.7 million. 2013 Share Option Plan The holders of Legacy Rockley options under the 2013 Plan continue to hold such options and such options remain subject to the same vesting, exercise and other terms and conditions. In connection with the Business Combination, the holders of Legacy Rockley options may exercise their options to purchase a number of ordinary shares equal to the number of Legacy Rockley ordinary shares subject to such Legacy Rockley options multiplied by the Exchange Ratio of 2.4835 (rounded down to the nearest whole share) at an exercise price per share divided by the Exchange Ratio (rounded to the nearest whole cent). The information presented herein is as if the exchange of stock options occurred as of the earliest period presented. As of December 31, 2021 , there were no options available for grant. Any new grants will become available for issuance under the 2021 Plan. The following table summarizes the stock option activity related to the 2013 Plan: Number of Average Remaining Intrinsic Value 4 (In thousands) Options outstanding at December 31, 2019 14,663,610 $ 4.05 6.94 $ 54,100 Granted 5,782,544 $ 8.67 Exercised (19,404) $ 5.36 Forfeited (2,052,583) $ 8.62 Expired (475,548) $ 6.92 Options outstanding at December 31, 2020 17,898,619 $ 4.94 6.75 $ 110,552 Granted — $ — Exercised (1,557,214) $ 0.60 Forfeited (912,912) $ 4.07 Expired (46,757) $ 3.08 Options outstanding at December 31, 2021 15,381,736 $ 2.00 5.83 $ 36,093 Options exercisable at December 31, 2021 12,546,315 $ 1.68 5.25 $ 33,464 4 The aggregated intrinsic value represents the difference between the exercise price and the closing stock price of $4.35 for the Company’s ordinary shares on December 31, 2021. 2021 Share Option Plan On March 31, 2021, the Board approved the 2021 Plan. The purpose of the 2021 Plan is to attract, retain, incentivize and reward top talent through stock ownership, to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and shareholders. As of December 31, 2021 , there were 15,375,644 shares authorized for issuance under the Plan, of which 10,207,656 shares were available for grant. The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Remaining Intrinsic (In thousands) Options outstanding at December 31, 2020 — $ — 0.00 — Granted 1,013,480 $ 15.84 Exercised — $ — Forfeited — $ — Expired — $ — Options outstanding at December 31, 2021 1,013,480 $ 15.84 9.61 $ 11,645 Options exercisable at December 31, 2021 81,538 $ 15.84 9.61 $ 937 Restricted Stock Units During the year ended December 31, 2021, the Company granted restricted RSUs to employees. Each award will vest based on continued service which is generally over a four-year period . The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of RSUs was estimated on the date of grant based on the fair value of the Company’s ordinary shares. Employee RSUs activity for the year ended December 31, 2021 was as follows : Number of Weighted Average Remaining Intrinsic (In thousands) Outstanding at December 31, 2020 — $ — 0.00 $ — Granted 4,181,607 $ 6.71 Exercised (24,668) $ 7.07 Forfeited (2,431) $ 7.07 Expired — $ — Outstanding at December 31, 2021 4,154,508 $ 6.71 1.76 $ 18,072 2021 Employee Stock Purchase Plan On October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective on December 1, 2021. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase shares of our ordinary shares at a discounted price through payroll deductions with the goal of enhancing employees' sense of participation in the Company and further align employee interests with those of the Company's shareholders. Under the ESPP, eligible employees may purchase shares of Company ordinary shares through payroll deductions of between 1% to 15% of after-tax compensation each pay period, with a maximum participation of $25,000 annually. The shares are purchased at the end of each six-month offering period at a 15% discount from the closing market price as reported on the New York Stock Exchange on the last trading day of the offering period. Subject to adjustments provided in the ESPP, the maximum number of ordinary shares available for purchase under the ESPP is 1,526,239 plus an annual increase to be added on the first day of each of the Company’s fiscal years for a period of up to 10 years, beginning with the fiscal year that begins on January 1, 2022, equal to the least of (i) 1% of the outstanding shares on such date, (ii) 7,631,196 shares, or (iii) a lesser amount determined by the Board. As of December 31, 2021, 1,526,239 shares were available for issuance under the ESPP. The initial offering period for the ESPP is one year, commencing on December 1, 2021 and ending on November 30, 2022. As of the date of this report, no shares of the Company's ordinary shares have been purchased or distributed pursuant to the ESPP. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the year ended December 31, 2021, were as follows: Year Ended December 31, 2021 Expected term (in years) 0.5-1.0 Expected volatility (%) 54% Risk-free interest rate (%) 0.10 - 0.25 Dividend yield — Stock-based compensation expense The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Years Ended December 31, 2021 2020 Cost of revenue $ 1,825 $ 2,271 Research and development 7,182 4,313 Selling, general, and administrative 3,006 1,459 Total stock-based compensation expense $ 12,013 $ 8,043 As of December 31, 2021 and 2020, there was approximately $40.5 million and $19.5 million, respectively of total unrecognized stock based compensation expense related to our equity awards, which is expected to be recognized over a weighted average period of 1.5 years and 1.4 years, respectively. Performance Awards For the years December 31, 2021 and 2020, we recognized a total expense of $0.3 million and $0.2 million respectively in relation to the performance-based options. As of December 31, 2021 and 2020, there were approximately $0.9 million and $1.2 million of unrecognized stock-based compensation expense related to the performance-based awards. During the year ended December 31, 2021, no additional performance-based awards were granted. Valuation of Stock Options The fair values of options granted during the period were determined using a Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate and expected dividends. We estimated expected volatility based on historical data of the price of our ordinary shares over the expected term of the options. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on guidelines provided in U.S. SEC Staff Accounting Bulletin No. 110 and represents the average of the vesting tranches and contractual terms. The risk-free rate assumed in valuing the options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the option. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the option pricing model. Stock-based compensation awards (i.e. options and RSUs) are amortized on over a four-year period with 25% cli ff vest at the first year anniversary of the grant and ratably over the next three years. We made an accounting policy election to account for forfeitures in the period they occur. The weighted average assumptions used to value the grants are as follows: Years Ended December 31, 2021 2020 Expected term (in years) 6.05 4.86 - 6.25 Expected volatility (%) 53.0 50.29 - 52.45 Risk-free interest rate (%) 0.96 0.30 - 1.75 Dividend yield — — Warrants During the year ended December 31, 2020, Legacy Rockley issued warrants to intermediaries for introducing new investors related to equity financings. In connection with the Business Combination on August 11, 2021, all outstanding warrants of Legacy Rockley were exercised on a cashless basis and converted into the right to receive 1.8 million ordinary shares of the Company, with a fair value of $18.1 million . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company formed HRT, a joint venture with Hengtong Optic-Electric Co., Ltd. in 2017, which was recognized by the Company as an equity method investment. As of and in the year ended December 31, 2020, we made sales to and were owed from the HRT joint venture, $5.3 million and $3.3 million, respectively. The balance owed by the joint venture was included in accounts receivable in the consolidated balance sheet. As of and in the year ended December 31, 2021, sales to and balances owed from the HRT joint venture were immaterial. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | Leases The weighted average remaining lease term was 1 year for operating leases as of March 31, 2022. The weighted average discount rate was 6.0% for operating leases as of March 31, 2022. The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 There are no finance lease liabilities as of March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361 | Leases We have operating leases for office space and finance leases for manufacturing equipment. These leases have remaining lease terms of 1 year to 5 years. Some leases include extension options for up to 5 years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The weighted average remaining lease term was approximately 4 years for operating leases as of December 31, 2021. The weighted average discount rate was 6.0% for operating leases as of December 31, 2021. The components of lease cost for the years ended December 31, 2021 and 2020, were as follows (in thousands): Years Ended December 31, 2021 2020 Operating Lease Cost: Fixed lease cost $ 1,103 851 Variable lease cost 354 154 Total operating lease cost $ 1,457 $ 1,005 The supplemental cash flow information related to our operating leases is as follows (in thousands): Years Ended December 31, 2021 2020 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 936 $ 916 Operating cash flows for finance leases $ — $ 15 Financing cash flows for finance leases $ — $ 1,192 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,008 $ — There are no finance lease liabilities as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021, were as follows (in thousands): Operating Leases Year Ending December 31: 2022 $ 1,500 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,654 Less: Imputed interest (679) Total lease liabilities $ 4,975 Less: Current lease liabilities (1,238) Total non-current lease liabilities $ 3,737 |
Leases | Leases The weighted average remaining lease term was 1 year for operating leases as of March 31, 2022. The weighted average discount rate was 6.0% for operating leases as of March 31, 2022. The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 There are no finance lease liabilities as of March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361 | Leases We have operating leases for office space and finance leases for manufacturing equipment. These leases have remaining lease terms of 1 year to 5 years. Some leases include extension options for up to 5 years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The weighted average remaining lease term was approximately 4 years for operating leases as of December 31, 2021. The weighted average discount rate was 6.0% for operating leases as of December 31, 2021. The components of lease cost for the years ended December 31, 2021 and 2020, were as follows (in thousands): Years Ended December 31, 2021 2020 Operating Lease Cost: Fixed lease cost $ 1,103 851 Variable lease cost 354 154 Total operating lease cost $ 1,457 $ 1,005 The supplemental cash flow information related to our operating leases is as follows (in thousands): Years Ended December 31, 2021 2020 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 936 $ 916 Operating cash flows for finance leases $ — $ 15 Financing cash flows for finance leases $ — $ 1,192 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,008 $ — There are no finance lease liabilities as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021, were as follows (in thousands): Operating Leases Year Ending December 31: 2022 $ 1,500 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,654 Less: Imputed interest (679) Total lease liabilities $ 4,975 Less: Current lease liabilities (1,238) Total non-current lease liabilities $ 3,737 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. We apply accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, we disclose contingencies deemed to be reasonably possible and accrue loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that as of March 31, 2022 there is no litigation pending that could have, individually and in the aggregate, a material adverse effect on our financial position, results of operations or cash flows . Financial Commitments In the ordinary course of business, we make commitments to third-party suppliers for various research and development activities. As of March 31, 2022 and December 31, 2021, we had $13.7 million and $13.6 million, respectively, in contractual obligations for which we have not yet received the services. | Commitments and Contingencies Legal Contingencies From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. We apply accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, we disclose contingencies deemed to be reasonably possible and accrue loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that as of December 31, 2021 there are no litigation pending that could have, individually and in the aggregate, a material adverse effect on our financial position, results of operations or cash flows. Financial Commitments In the ordinary course of business, we make commitments to third-party suppliers for various research and development activities. As of December 31, 2021 and 2020, we had $13.6 million and $3.0 million, respectively, in contractual obligations for which we have not yet received the services. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan | Defined Contribution PlanWe have defined contribution plans, under which we contribute based on a percentage of the employees’ elected contributions. We will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general and administrative expenses and research and development in the condensed consolidated statements of operations and comprehensive loss. Defined contributions were $0.2 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. | Defined Contribution PlanWe have defined contribution plans, under which we contribute based on a percentage of the employees’ elected contributions. We will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general and administrative expenses and research and development in the consolidated statements of operations and comprehensive loss. Defined contributions were $0.7 million and $0.5 million for years ended December 31, 2021 and 2020, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Supplemental Cash Flow Information | Supplemental Cash Flow InformationNon-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 183 $ 121 Income tax paid $ 1 $ 100 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 $ — $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 383 $ 797 Unpaid balance related to the Asset Acquisition $ — $ 500 Unrealized loss on available-for-sale marketable securities $ 291 $ — $ 674 $ 1,297 Non-cash Financing Activities: Unpaid deferred transaction costs 349 4,722 $ 349 $ 4,722 | Supplemental Cash Flow Information Non-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Years Ended December 31, 2021 2020 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 658 $ 47 Income tax paid $ 978 $ 313 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,008 $ — $ 4,008 $ — Non-cash Investing Activities: Unpaid property and equipment received $ 805 $ 166 Unpaid balance related to the Trutouch Asset Acquisition — 500 $ 805 $ 666 Non-cash Financing Activities: Conversion of convertible debt and accrued interest to ordinary shares $ 181,404 $ — Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares 206,888 — Private Placement Warrants 14,304 — Public Warrants 28,031 — Issuance of ordinary shares in lieu of cash payment of transaction costs 3,190 — Forgiveness of Paycheck Protection Program loan 2,860 $ — Unpaid deferred transaction costs 1,034 — Issuance of ordinary shares related to the Trutouch Asset Acquisition — 2,298 Issuance of ordinary shares related to ELOC 472 — $ 438,183 $ 2,298 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventOn May 12, 2022, the Company issued secured convertible notes and warrants to certain investors in the aggregate principal amount of $81.5 million. The notes mature in 2026 and bear interest at a rate of 9.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 12.0% per annum payable at a rate of 5.75% per annum in cash and 6.25% per annum through the issuance of additional Notes, which will also bear interest. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Going Concern | Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $442.7 million as of March 31, 2022 and negative cash flow from operations of $38.8 million for the three months ended March 31, 2022 and expects to incur losses from operations for the foreseeable future. As of March 31, 2022, the Company had cash, cash equivalents and investments of $36.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued. | Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $400.9 million as of December 31, 2021 and negative cash flow from operations of $126.0 million for the year ended December 31, 2021 and expects to incur losses from operations for the foreseeable future. As of December 31, 2021, the Company had cash, cash equivalents and investments of approximately $81.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued. | |
Global Pandemic | Global Pandemic The COVID-19 pandemic recently reached the two-year mark and our priority continues to be the health and safety of our employees. The overall recovery from the COVID-19 pandemic has been uneven and has presented many challenges and risks from general economic uncertainty, changes in consumer demand, disruption of supply chains and challenges with hiring, labor and supply cost inflation. However, as we implemented our phased return to office plan starting in July 2021, we were able to provide greater levels of work flexibility to employees and maintain health and safety standards for employees meeting all regulatory requirements. We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 pandemic and assess the potential impact on our business and financial position. Despite the emergence of vaccines and vaccine boosters, less virulent strains of COVID-19 such as the Omicron variant, and reduced positivity rates, the end of the COVID-19 pandemic is still uncertain. As such, we expect that the pandemic may continue to have an effect on our results, although the magnitude, duration, and full effects of the pandemic on our future results of operations or cash flows remain difficult to predict at this time. For further discussion of the risks posed to our business from the COVID-19 pandemic, refer to Item 1A of our Form 10-K for the year ended December 31, 2021. | Global Pandemic The COVID-19 global pandemic has prompted extraordinary measures by governments and businesses to control the spread of COVID-19 in most or all regions throughout the world. These actions have included travel bans, quarantines, and similar mandates for individuals to substantially restrict normal activities and for businesses to curtail normal operations. The COVID – 19 pandemic has adversely impacted our operational efficiency and caused delays in operational activities. During the yea r ended December 31, 2021,we co | |
Basis of Presentation | Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the interim periods presented. The statements have been prepared in accordance with GAAP for interim financial information. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the "Forward Recapitalization"). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The condensed consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The condensed consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 (the "Exchange Ratio") ordinary shares of Rockley Photonics Holdings Limited, par value $0.000004 (the "ordinary shares"). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 pandemic. | Basis of Presentation and Preparation The accompanying consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the periods presented. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the "Forward Recapitalization"). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 shares (the "Exchange Ratio") of ordinary shares, par value $0.000004 (the "ordinary shares"). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 pandemic. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with an original maturity of three months or less at the time of purchase. | ||
Accounts Receivable | Accounts ReceivableAccounts receivable is recorded at the invoiced amount and do not bear interest. We assess the need for an allowance for doubtful accounts based upon an analysis of past credit history and the current financial condition of its customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | ||
Equity Method Investments | Equity Method InvestmentsEquity method investments are all entities over which we have significant influence but not control or joint control. Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the post-acquisition profits or losses of the investee in the consolidated statement of operations and comprehensive loss. Earnings and losses of equity method investments are based on the most recently available financial statements of the investee. Basis differences between the cost of an equity method investment and the underlying equity in the long-lived assets are amortized over the estimated economic useful life of the underlying long-lived asset. We periodically review our equity method investments for impairment and record a reduction in the carrying value, if and when necessary. | ||
Available-for-Sale Investments and Other-than-Temporary Impairments on Investments | Available-for-Sale Investments The investments in debt securities are classified as available-for-sale investments. Debt securities primarily consist of corporate bonds, commercial paper and U.S. Treasury debt securities. These investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of debt securities sold. These investments are recorded in the consolidated balance sheets at fair value. Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) ("AOCI"). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or non-current based on the nature of the investment and their availability for use in current operations. Other-than-Temporary Impairments on Investments All of our available-for-sale investments are subject to periodic impairment review. When the fair value of a debt security is less than its amortized cost, it is deemed impaired, and we assess whether the impairment is other-than-temporary. An impairment is considered other-than-temporary if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovery of the entire amortized cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security. If impairment is considered other-than-temporary based on condition (i) or (ii) described above, the entire difference between the amortized cost and the fair value of the debt security is recognized in the results of operations. If an impairment is considered other-than-temporary based on condition (iii) described above, the amount representing credit losses (defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security) is recognized in earnings, and the amount relating to all other factors is recognized in other comprehensive income (OCI). | ||
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and presented net of accumulated depreciation and amortization. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the assets. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate our long-lived assets, such as property and equipment, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of assets or asset group may not be recoverable. Recoverability of these assets or asset groups is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets or asset groups are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds their fair value. The Company tests other intangible assets not subject to amortization for impairment annually and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that the asset is impaired. | ||
Revenue Recognition | Revenue Recognition We generate our revenue principally from development services, which entails developing the customer-specific designs of photonics chips. Revenue is recognized when control of promised goods and services are transferred to customers in an amount that reflects the expected consideration in exchange for those products and services. This principle is achieved by applying the following five-step approach: • Identification of the contract with a customer— A contract with a customer exists when we enter into an enforceable contract with a customer that defines each party’s rights and obligations regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, the contract has commercial substance, and we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We consider the terms and conditions of the contracts and customary business practices in identifying contracts under Topic 606 Revenue from Contracts with Customers. Our contracts with a customer generally consist of a development services contract against which statements of work (“SOW”) are issued. Each SOW contains one or more agreed-upon projects. We consider the arrangement to be the development services contract combined with the SOW. While the typical duration of a development services contract is multiple years, we generally expect the duration of agreed-upon projects to be six months or less. Generally, our customers have the right to cancel their contracts at any time. • Identification of the performance obligations in the contract —Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. The individual components of the development services are generally capable of being distinct but not distinct in the context of the contract unless all the goods and services within a certain agreed-upon project of the contract are completed. Generally, the deliverables associated with each agreed-upon project, when combined, are considered a distinct performance obligation. • Determination of the transaction price —The transaction price is determined based on the consideration to which we are entitled in exchange for transferring goods or services to the customer. Our contracts generally do not contain a significant amount of variable consideration as the price of our services are generally fixed at the inception of the agreed-upon project. The Company excludes sales taxes and other taxes from the measurement of transaction price. None of the contracts contain a significant financing component. • Allocation of the transaction price to the performance obligations in the contract —Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The Company prices each agreed-upon project with an SOW at SSP based on the expected cost plus a margin approach. • Recognition of revenue when or as performance obligations are satisfied —We satisfy performance obligations at a point in time for the development services since the customers do not simultaneously receive and consume the benefits, we do not create or enhance an asset that the customer controls, and we do not have an enforceable right to payment for the performance completed to date. The contracts also contain substantive acceptance terms for each agreed-upon project. Revenue is recognized at the time the related performance obligation is satisfied through the transfer of control of a promised good or service to a customer, which is upon achievement of the agreed-upon project and acceptance by the customer. Contract balances —The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable is recorded when the right to consideration is unconditional. We generally have the right to invoice the customer upon acceptance of the agreed-upon project. The payment terms on invoiced amounts are typically 30-45 days, and such amounts are nonrefundable. In situations where revenue recognition occurs before invoicing, an unbilled receivable is recorded, which represents a contract asset. Deferred revenue is recognized if we have an unconditional right to bill or have collected consideration in advance of the right to recognize revenue. There have been no contract balances recorded to date. Costs to obtain and fulfill a contract— Incremental costs incurred to obtain a contract with a customer are required to be capitalized and amortized over the period in which the goods and services to which the asset relates are transferred to the customer. We have not incurred any incremental costs in connection with obtaining the revenue contracts. We recognize an asset from the costs to fulfill a contract only if, the costs relate directly to a contract or an anticipated | ||
Foreign Currency Transactions | Foreign Currency Transactions The Company’s reporting currency is the U.S. dollar and the functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in realized and unrealized losses/(gains) on foreign currency in the accompanying consolidated statements of operations and comprehensive loss. | ||
Segment Information | Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company determined that it has one operating and reportable segment. | ||
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, available-for-sale investments, accounts receivable and revenue. We maintain cash balances at financial institutions that management believes are high-credit, quality financial institutions, where deposits, at times, exceed the Federal Deposit Insurance Corporation limits. | ||
Net Loss Per Share | Net Loss Per Share Basic earnings per share is calculated using our weighted-average outstanding ordinary shares. Diluted earnings per share is calculated using our weighted-average outstanding ordinary shares including the dilutive effect of outstanding equity instruments as determined under the treasury stock method. For periods in which we report net losses, diluted net loss per ordinary share attributable to ordinary stockholders is the same as basic net loss per ordinary share attributable to ordinary stockholders, because all potentially dilutive ordinary shares are anti-dilutive. | ||
Stock-Based Compensation | Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. We recognize forfeitures as they occur. We estimate the fair value of stock options granted to employees using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the fair value of ordinary shares, (ii) the expected stock price volatility, (iii) the expected term of the award, (iv) the risk-free interest rate and (v) expected dividends. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying ordinary shares . We measure nonemployee awards at their fair value on the adoption date of ASU No. 2018-07. Following the adoption of ASU No. 2018-07 on January 1, 2018, the accounting for nonemployee awards is consistent with the accounting for employee stock-based compensation as described above. We granted options and restricted stock units which vest on the satisfaction of a service-based condition. | ||
Warrants | Warrants We determine the accounting classification of warrants, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in, a Company’s Own Stock. Under ASC 480, | ||
Leases | Leases Our lease portfolio is comprised of two major classes: real estate leases, which are the majority of our leased assets, are accounted for as operating leases and a manufacturing equipment lease accounted for as a finance lease on the consolidated balance sheet. We classify leases as either operating or financing. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all the economic benefits from and have the ability to direct the use of the asset. Operating lease assets are included under other non-current assets and operating lease liabilities under other current and long-term liabilities, respectively in the consolidated balance sheets. We recognize lease expense for operating leases on a straight-line basis over the term of the lease. Finance lease asset is included under property, equipment, and finance lease right-of-use assets, net and finance lease liabilities, current portion under other current liabilities in the consolidated balance sheets. Finance ROU assets are amortized on a straight-line basis over their estimated useful lives. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments is used. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally combined. We elected, as an accounting policy for leases of real estate, to account for lease and non-lease components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a term of twelve months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Variable payments, such as common area charges, maintenance, insurance and taxes, are primarily based on the amount of space occupied. These payments in the Company’s leases are not dependent on an index or a rate and are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations and comprehensive loss in the period in which the obligation for those payments is incurred. The Company remeasures lease payments when the contingency underlying such variable payments is resolved such that some or all of the remaining payments become fixed. | ||
Cost of Revenue | Cost of Revenue Our cost of revenue consists of costs related to the Company’s development services which includes cost of materials, cost associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, overhead and occupancy costs. | ||
Research and Development Expenses (R&D) | Research and Development Expenses (R&D) Research and development expense consists primarily of personnel costs for engineers and third parties engaged in the design and development of products, software and technologies, including salary, bonus and share-based compensation expense, project material costs, services and depreciation. The Company expenses research and development costs as they are incurred . | ||
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; depreciation expense and rent relating to facilities; travel costs; professional fees; and other general corporate costs. Human capital expenses primarily include salaries, benefits, bonuses and stock-based compensation. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis. | ||
Income Taxes | Income Taxes Deferred income taxes are provided on a liability method, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-04, it does not expect ASU 2021-04 to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance . This amendment in ASU 2021-10 aims to increase transparency about government assistance transactions that are not in the scope of other GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment, net (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 2,129 $ 1,998 Lab equipment 14,843 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 30 — Total property and equipment $ 18,578 $ 17,514 Less: accumulated depreciation (10,171) (9,088) Total property and equipment, net $ 8,407 $ 8,426 | Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life Property and equipment, net (in thousands): December 31, 2021 2020 Computer equipment $ 1,998 $ 1,218 Lab equipment 13,940 7,607 Motor vehicles 31 31 Furniture and fixtures 315 265 Leasehold improvements 1,230 704 Assets under construction — 27 Total property and equipment $ 17,514 $ 9,852 Less: accumulated depreciation (9,088) (5,802) Total property and equipment, net $ 8,426 $ 4,050 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Proceeds from Business Combination | The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health's trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515) Net cash received from the Business Combination $ 122,451 The total number of shares of the Company's ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Current Rockley's shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.0 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the fees payable $3.2 million to Cowen as part of the transaction costs. |
Segment, Geographic, and Sign_2
Segment, Geographic, and Significant Customer Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Disaggregation of Revenue | The following table presents our revenue disaggregated by primary geographical market where revenues are attributable to the region in which the billing address of the customer is located (in thousands): December 31, 2021 2020 United States $ 6,778 $ 17,037 Rest of World 1,435 5,306 Total revenue $ 8,213 $ 22,343 | |
Schedules of Concentration of Risk, by Customer | The following tables summarize our most significant customers as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: Revenue Three Months Ended March 31, 2022 2021 (Unaudited) Customer A 82 % 100 % Customer B 17 % — % Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Customer A 87 % 88 % Customer B 12 % 12 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 December 31, 2021 United States $ 8,705 $ 8,442 Rest of World 4,418 4,793 Total property, equipment, finance lease and intangible assets $ 13,123 $ 13,235 | The following tables summarize our most significant customers as of and for the years ended December 31, 2021 and 2020: Revenue Accounts receivable December 31, December 31, 2021 2020 2021 2020 Customer A 82 % 76 % 72 % 33 % Customer B 4 % 24 % — % 67 % |
Property Plant and Equipment and Intangible Assets by Geographic Areas | The following table presents property, equipment and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of December 31, 2021 and 2020: December 31, 2021 2020 United States $ 8,442 $ 6,390 Rest of World 4,793 708 Total property, equipment and intangible assets $ 13,235 $ 7,098 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Summary of Investments | The following table summarizes our investment in HRT for the three months ended March 31, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Investment in HRT — Remeasurement gain on HRT 127 Share of gain of HRT 207 Ending balance, March 31, 2022 $ 5,213 | The following table summarizes our investment in HRT for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at the beginning of the year $ 5,202 $ 1,486 Investment in HRT — 4,990 Remeasurement gain on HRT 380 — Share of loss of HRT (703) (1,274) Balance at the end of the year $ 4,879 $ 5,202 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Summary of Debt Securities | The following is a summary of our investments at fair value for the periods ended March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Corporate bonds and commercial paper $ 1,144 $ 20,037 U.S. Treasury securities 23,373 24,587 Total investments $ 24,517 $ 44,624 The following table presents the contractual maturities of our debt investments as of March 31, 2022 (in thousands): Amortized Cost Fair Value Due in one year or less $ 18,222 $ 18,072 Due after one year through five years 6,530 6,445 $ 24,752 $ 24,517 | The following is a summary of our investments at their cost or amortized cost for the years ended December 31, 2021 and 2020 (in thousands): As of December 31, 2021 December 31, 2020 Corporate bonds and commercial paper $ 20,037 $ — U.S. Treasury securities 24,587 — Total investments $ 44,624 $ — The following table presents the contractual maturities of our debt investments as of December 31, 2021 (in thousands): Amortized Cost Fair Value Due in one year or less $ 26,945 $ 26,961 Due after one year through five years 17,684 17,663 $ 44,629 $ 44,624 |
Fair Value, by Balance Sheet Grouping | The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): March 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 11,863 $ 11,863 $ — Corporate bonds and commercial paper 1,144 — 1,144 U.S. Treasury securities 23,373 23,373 Total cash, cash equivalents and investments $ 36,380 $ 35,236 $ 1,144 December 31, 2021 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 — Total cash and cash equivalents $ 81,410 $ 61,373 $ 20,037 The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of March 31, 2022 December 31, 2021 (Unaudited) Financial Liabilities Private Placement Warrants 3,266 3,477 Total financial liabilities $ 3,266 $ 3,477 | The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): December 31, 2021 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 — Total cash, cash equivalents and investments $ 81,410 $ 61,373 $ 20,037 December 31, 2020 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 19,228 $ 19,228 $ — Total cash and cash equivalents $ 19,228 $ 19,228 $ — The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of December 31, 2021 December 31, 2020 Financial Liabilities 3.00% – 2020 Convertible Notes $ — $ 32,106 8.00% – 2020 Convertible Notes — 14,789 2020 Term Facility Loan — 25,049 Private Placement Warrants 3,477 — Total financial liabilities $ 3,477 $ 71,944 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, December 31, 2021 $ 3,477 Mark-to-market adjustment $ (211) Private Placement Warrants balance, March 31, 2022 $ 3,266 For the years ended December 31, 2021 and 2020, we recorded a loss of $15.1 million and $1.7 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 2020 Term Facility Loan s, as follows (in thousands): Fair value at September 29, 2020 $ 23,320 Plus: Loss from change in fair value 1,729 Fair value at December 31, 2020 25,049 Plus: Loss from change in fair value 15,134 Less: Fair value adjustment extinguished upon conversion of debt (13,003) Fair value at August 11, 2021 $ 27,180 For the year ended December 31, 2021 , we recorded a loss of $2.3 million, from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $50.0 Million Convertible Notes, as follows (in thousands): Fair value at January 11, 2021 $ 10,274 Plus: Loss from change in fair value 2,310 Less: Fair value adjustment extinguished upon conversion of debt (12,584) Fair value at December 31, 2021 $ — | For the year ended December 31, 2021 and 2020 , we recorded a loss of $6.0 million and $10.8 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 3.00% Convertible Notes, as follows (in thousands): Fair value at March 9, 2020 $ 21,281 Plus: Loss from change in fair value 10,825 Fair value at December 31, 2020 32,106 Plus: Loss from change in fair value 5,986 Less: Fair value adjustment extinguished upon conversion of debt (38,092) Fair value at December 31, 2021 $ — For the years ended December 31, 2021 and 2020, we recorded a loss of $16.1 million and $4.4 million, respectively from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 8.00% Convertible Notes, as follows (in thousands): Fair value at February 19, 2020 $ 10,415 Plus: Loss from change in fair value 4,374 Fair value at December 31, 2020 14,789 Plus: Loss from change in fair value 16,108 Less: Fair value adjustment extinguished upon conversion of debt (30,897) Fair value at December 31, 2021 $ — For the year ended December 31, 2021, we recorded an adjustment of $5.0 million from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $25.0 Million Convertible Notes , as follows (in thousands): Fair value at December 31, 2020 $ 37,592 Plus: Loss from change in fair value 4,977 Less: Fair value adjustment extinguished upon conversion of debt (42,569) Fair value at December 31, 2021 $ — For the year ended December 31, 2021, we recorded an adjustment of $5.9 million from a change in fair value of debt in connection with the subsequent fair value remeasurement of the 5.00% – $30.0 Million Convertible Notes , as follows (in thousands): Fair value at January 11, 2021 $ 38,403 Plus: Loss from change in fair value 5,855 Less: Fair value adjustment extinguished upon conversion of debt (44,258) Fair value at December 31, 2021 $ — The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, August 11, 2021 $ 14,304 Mart-to-market adjustment (10,827) Warrant Liabilities balance, December 31, 2021 $ 3,477 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Cash and Cash Equivalents | Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: March 31, 2022 December 31, 2021 United Kingdom 77 % 97 % United States 21 % 3 % Other 1 % — % | Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: December 31, 2021 2020 United Kingdom 97 % 96 % United States 3 % 3 % Other — % 1 % |
Schedule of Other Receivables | Other receivables (in thousands) March 31, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,428 $ 45,632 Grants receivable 700 753 VAT receivable 1,112 1,073 Other receivable, net 9 4 Total other receivables $ 49,249 $ 47,462 | Other receivables December 31, 2021 2020 R&D tax credit receivable $ 45,632 $ 17,412 Grants receivable 753 — VAT receivable 1,073 607 Other receivable, net 4 5 Total other receivables $ 47,462 $ 18,024 |
Schedule of Property, Plant and Equipment | Property and equipment, net (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 2,129 $ 1,998 Lab equipment 14,843 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 30 — Total property and equipment $ 18,578 $ 17,514 Less: accumulated depreciation (10,171) (9,088) Total property and equipment, net $ 8,407 $ 8,426 | Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life Property and equipment, net (in thousands): December 31, 2021 2020 Computer equipment $ 1,998 $ 1,218 Lab equipment 13,940 7,607 Motor vehicles 31 31 Furniture and fixtures 315 265 Leasehold improvements 1,230 704 Assets under construction — 27 Total property and equipment $ 17,514 $ 9,852 Less: accumulated depreciation (9,088) (5,802) Total property and equipment, net $ 8,426 $ 4,050 |
Finance Lease, Right-Of-Use Assets | Finance lease right-of-use assets, net (in thousands) March 31, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,298) (1,205) Total finance lease right-of-use assets, net $ 1,668 $ 1,761 | Finance lease right-of-use assets, net (in thousands): December 31, 2021 2020 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,205) (834) Total finance lease right-of-use assets, net $ 1,761 $ 2,132 |
Schedule of Intangible Assets, Net | Intangible assets, net (in thousands) March 31, 2022 December 31, 2021 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 3,048 | Intangible assets, net (in thousands): December 31, 2021 2020 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 3,048 |
Schedule of Other Non-current Assets | Other non-current assets (in thousands) March 31, 2022 December 31, 2021 Security deposits $ 280 $ 280 Operating right of use assets 4,257 4,577 Prepaid asset, net of current portion 3,047 2,826 Other non-current assets 200 — Total other non-current assets $ 7,784 $ 7,683 | Other non-current assets (in thousands): December 31, 2021 2020 Capitalized transaction costs $ — $ 121 Security deposits 280 — Operating right of use assets 4,577 1,486 Prepaid asset, net of current portion $ 2,826 $ — Total other non-current assets $ 7,683 $ 1,607 |
Schedule of Accrued Expenses | Accrued expenses (in thousands) March 31, 2022 December 31, 2021 Accrued bonus $ 9,587 $ 7,546 Accrued payroll and benefits 4,016 2,750 Accrued taxes 451 439 Accrued fabrication costs 2,962 3,110 Accrued transaction costs 349 1,004 Other accrued expenses 2,717 2,511 Total accrued expenses $ 20,082 $ 17,360 | Accrued expenses (in thousands): December 31, 2021 2020 Accrued bonus $ 7,546 $ 3,349 Accrued payroll and benefits 2,750 1,524 Accrued taxes 439 332 Accrued fabrication costs 3,110 2,321 Share appreciation rights — 706 Accrued transaction costs 1,004 335 Other accrued expenses 2,511 1,828 Total accrued expenses $ 17,360 $ 10,395 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt | The following table summarizes information relating to our debt, (in thousands): March 31, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 6,636 (12,500) $ 21,316 Less: current portion of long-term debt (21,316) Long-term debt, net of current portion $ — December 31, 2021 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ — | The following table summarizes information relating to our long-term debt, (in thousands): December 31, 2021 Principal Change in Fair Value Conversion of Debt Accreted Debt Interest Principal Payments in Cash Net 3.00% – 2020 Convertible Notes $ 21,281 $ 16,811 (38,092) — — $ — 8.00% – 2020 Convertible Notes 8,000 22,897 (30,897) — — — 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) 26,312 5.00% – $50.0 Million Convertible Notes 10,274 2,310 (12,584) — — — 5.00% – $25.0 Million Convertible Notes 25,000 17,569 (42,569) — — — 5.00% – $30.0 Million Convertible Notes 30,000 14,258 (44,258) — — — Total Long-term debt $ 128,504 $ 80,079 (181,403) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ — December 31, 2020 Principal Change in Fair Value Net 3.00% – 2020 Convertible Notes $ 21,281 $ 10,825 $ 32,106 8.00% – 2020 Convertible Notes 8,000 6,789 14,789 2020 Term Facility Loan 22,500 2,549 25,049 Paycheck Protection Program 2,860 — 2,860 Total long-term debt $ 54,641 $ 20,163 $ 74,804 Less: current portion of long-term debt — Long-term debt, net of current portion $ 74,804 |
Schedule of Future Maturities of Debt Agreements | Future minimum payments under the debt agreements as of December 31, 2021 are as follows (in thousands): 2020 Term Facility Loan 2022 $ 32,303 2023 — 2024 — 2025 — 2026 — Thereafter — Total future minimum payments 32,303 Less: current portion of debt principal (32,303) Non-current portion of debt principal $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Loss before Income Taxes | For the years ended December 31, 2021 and 2020, loss before income taxes were as follows (in thousands): Years Ended December 31, 2021 2020 U.K. Operations $ (174,298) $ (82,705) Foreign operations 6,952 2,997 Loss before income taxes $ (167,346) $ (79,708) | |
Schedule of Components of the Provision for Income Taxes | The components of provision for income tax for the years ended December 31, 2021 and 2020 are as follows (in thousands): Current Deferred Total Year ended December 31, 2021 U.K. operations $ — $ — $ — Foreign jurisdictions 667 — 667 $ 667 $ — $ 667 Current Deferred Total Year ended December 31, 2020 U.K. operations $ — $ — $ — Foreign jurisdictions 569 — 569 $ 569 $ — $ 569 | |
Schedule of Reconciliation of Effective Tax Rates | The effective tax rate of the Company’s provision for income taxes differs from the 19% statutory rate of the Company’s U.K. headquarters entity (in thousands, except percentages): December 31, 2021 2020 U.K. Statutory Rate $ (31,796) 19.0 % $ (15,145) 19.0 % Foreign income tax 8 — % 308 (0.4) % Research & Development credit (2,061) 1.2 % (628) 0.8 % Stock-based compensation 34 — % 1,293 (1.6) % Permanent differences (156) 0.1 % 3,325 (4.2) % Change in valuation allowance 32,402 (19.4) % 7,480 (9.4) % Rate Change on Deferred Taxes (11,197) 6.7 % (977) 1.2 % Uncertain Tax Liabilities 64 — % 245 (0.3) % Losses not benefited 12,625 (7.5) % 3,999 (5.0) % Others, net 744 (0.4) % 668 (0.8) % Total $ 667 (0.40) % $ 569 (0.71) % | |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred taxes are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 33,068 $ 15,066 Research and development credits 549 — Stock-based compensation 4,859 1,476 Lease liabilities 1,394 482 Interest Limitation 10,202 — Accounts and other receivables — — Accrued liabilities 1,765 788 Other 64 2 Total gross deferred tax assets 51,900 17,814 Less valuation allowance (50,139) (16,377) Net deferred tax assets 1,761 1,437 Deferred tax liabilities: Right-of-use Assets $ (1,281) $ (821) Property and equipment, principally due to differences in depreciation (480) (592) Other — (24) Total gross deferred tax liabilities (1,761) (1,437) Net deferred tax assets $ — $ — | |
Schedule of Net Operating Loss Carryforwards | NOLs and tax credit gross carryforwards as of December 31, 2021 are as follows (in thousands): Amount Expiration Years NOLs, Federal $ 132,272 carried forward indefinitely NOLs, State $ — — Tax credits, Federal $ 467 — Tax credits, State $ — — | |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2021 2020 Balance at beginning of the year $ 2,236 $ 405 Increases based on tax positions related to current year 1,061 733 Increases based on tax positions related to prior years 165 1,199 Decreases based on tax positions related to prior years (245) (101) Balance at end of year $ 3,217 $ 2,236 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Net Loss Per Share, Basic and Diluted | The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended March 31, 2022 2021 Basic and diluted: Net loss $ (41,781) $ (64,777) Weighted average ordinary shares outstanding 128,443,050 83,883,581 Basic and diluted net loss per share $ (0.33) $ (0.77) | The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Years Ended December 31, 2021 2020 Basic and diluted: Net loss $ (168,013) $ (80,277) Weighted average ordinary shares outstanding 100,917,939 83,457,400 Basic and diluted net loss per share $ (1.66) $ (0.96) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | The following table summarizes the stock option activity related to the 2013 Plan : Number of Average Options outstanding at December 31, 2021 15,381,736 $ 2.00 Granted — $ — Exercised (789,809) $ 0.77 Forfeited (64,999) $ 3.98 Options outstanding at March 31, 2022 14,526,928 $ 2.06 Options exercisable at March 31, 2022 12,185,463 $ 1.79 The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Options outstanding at December 31, 2021 1,013,480 $ 15.84 Granted — $ — Exercised — $ — Forfeited — $ — Options outstanding at March 31, 2022 1,013,480 $ 15.84 Options exercisable at March 31, 2022 152,902 $ 15.84 | The following table summarizes the stock option activity related to the 2013 Plan: Number of Average Remaining Intrinsic Value 4 (In thousands) Options outstanding at December 31, 2019 14,663,610 $ 4.05 6.94 $ 54,100 Granted 5,782,544 $ 8.67 Exercised (19,404) $ 5.36 Forfeited (2,052,583) $ 8.62 Expired (475,548) $ 6.92 Options outstanding at December 31, 2020 17,898,619 $ 4.94 6.75 $ 110,552 Granted — $ — Exercised (1,557,214) $ 0.60 Forfeited (912,912) $ 4.07 Expired (46,757) $ 3.08 Options outstanding at December 31, 2021 15,381,736 $ 2.00 5.83 $ 36,093 Options exercisable at December 31, 2021 12,546,315 $ 1.68 5.25 $ 33,464 4 The aggregated intrinsic value represents the difference between the exercise price and the closing stock price of $4.35 for the Company’s ordinary shares on December 31, 2021. The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Remaining Intrinsic (In thousands) Options outstanding at December 31, 2020 — $ — 0.00 — Granted 1,013,480 $ 15.84 Exercised — $ — Forfeited — $ — Expired — $ — Options outstanding at December 31, 2021 1,013,480 $ 15.84 9.61 $ 11,645 Options exercisable at December 31, 2021 81,538 $ 15.84 9.61 $ 937 |
Summary of Restricted Stock Unit Activity | Employee RSUs activity for the year ended December 31, 2021 was as follows : Number of Weighted Average Remaining Intrinsic (In thousands) Outstanding at December 31, 2020 — $ — 0.00 $ — Granted 4,181,607 $ 6.71 Exercised (24,668) $ 7.07 Forfeited (2,431) $ 7.07 Expired — $ — Outstanding at December 31, 2021 4,154,508 $ 6.71 1.76 $ 18,072 | |
Schedule of Stock-Based Compensation Expense | The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Years Ended December 31, 2021 2020 Cost of revenue $ 1,825 $ 2,271 Research and development 7,182 4,313 Selling, general, and administrative 3,006 1,459 Total stock-based compensation expense $ 12,013 $ 8,043 | |
Schedule of Stock Options, Valuation Assumptions | The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the year ended December 31, 2021, were as follows: Year Ended December 31, 2021 Expected term (in years) 0.5-1.0 Expected volatility (%) 54% Risk-free interest rate (%) 0.10 - 0.25 Dividend yield — Years Ended December 31, 2021 2020 Expected term (in years) 6.05 4.86 - 6.25 Expected volatility (%) 53.0 50.29 - 52.45 Risk-free interest rate (%) 0.96 0.30 - 1.75 Dividend yield — — |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Summary of Operating Lease Information | The weighted average remaining lease term was 1 year for operating leases as of March 31, 2022. The weighted average discount rate was 6.0% for operating leases as of March 31, 2022. The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 | The components of lease cost for the years ended December 31, 2021 and 2020, were as follows (in thousands): Years Ended December 31, 2021 2020 Operating Lease Cost: Fixed lease cost $ 1,103 851 Variable lease cost 354 154 Total operating lease cost $ 1,457 $ 1,005 The supplemental cash flow information related to our operating leases is as follows (in thousands): Years Ended December 31, 2021 2020 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 936 $ 916 Operating cash flows for finance leases $ — $ 15 Financing cash flows for finance leases $ — $ 1,192 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,008 $ — |
Schedule of Maturity of Operating Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361 | Maturities of operating lease liabilities as of December 31, 2021, were as follows (in thousands): Operating Leases Year Ending December 31: 2022 $ 1,500 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,654 Less: Imputed interest (679) Total lease liabilities $ 4,975 Less: Current lease liabilities (1,238) Total non-current lease liabilities $ 3,737 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Schedule of Supplemental Cash Flow Information | Non-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 183 $ 121 Income tax paid $ 1 $ 100 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 $ — $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 383 $ 797 Unpaid balance related to the Asset Acquisition $ — $ 500 Unrealized loss on available-for-sale marketable securities $ 291 $ — $ 674 $ 1,297 Non-cash Financing Activities: Unpaid deferred transaction costs 349 4,722 $ 349 $ 4,722 | Non-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Years Ended December 31, 2021 2020 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 658 $ 47 Income tax paid $ 978 $ 313 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,008 $ — $ 4,008 $ — Non-cash Investing Activities: Unpaid property and equipment received $ 805 $ 166 Unpaid balance related to the Trutouch Asset Acquisition — 500 $ 805 $ 666 Non-cash Financing Activities: Conversion of convertible debt and accrued interest to ordinary shares $ 181,404 $ — Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares 206,888 — Private Placement Warrants 14,304 — Public Warrants 28,031 — Issuance of ordinary shares in lieu of cash payment of transaction costs 3,190 — Forgiveness of Paycheck Protection Program loan 2,860 $ — Unpaid deferred transaction costs 1,034 — Issuance of ordinary shares related to the Trutouch Asset Acquisition — 2,298 Issuance of ordinary shares related to ELOC 472 — $ 438,183 $ 2,298 |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 11, 2021 | Mar. 31, 2022 USD ($) segment $ / shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||
Accumulated deficit | $ (442,677) | $ (400,896) | $ (232,883) | ||
Net cash used in operating activities | (38,793) | $ (24,899) | (126,001) | $ (48,354) | |
Cash, cash equivalents, and investments | $ 36,400 | $ 81,400 | |||
Entity shares issued per acquiree share, ratio | 2.4835 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.000004 | $ 0.000004 | $ 0.000004 | ||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Convertible Notes | 8.00% – 2020 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, stated percentage | 0.08% | ||||
Convertible Notes | 3.00% – 2020 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, stated percentage | 3% | 3% |
Description of Business and S_4
Description of Business and Significant Accounting Policies - Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Lab equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 4 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Sale of stock, number of shares issued in transaction (in shares) | 15 | ||
Shares issued, price per share (in dollars per share) | $ 10 | ||
Sale of stock, consideration received on transaction | $ 150,000 | ||
Capitalized transaction costs | $ 45,500 | $ 0 | $ 121 |
Business Combination - Summary
Business Combination - Summary of Proceeds from Business Combination (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Cash inflow from PIPE | $ 100,000 | $ 100,000 |
Capitalized transaction costs | (45,515) | (45,515) |
Net cash received from the Business Combination | 122,451 | 122,451 |
SC Health | ||
Business Acquisition [Line Items] | ||
Cash inflow from recapitalization | 17,966 | 17,966 |
SC Health Sponsor | ||
Business Acquisition [Line Items] | ||
Cash inflow from recapitalization | $ 50,000 | $ 50,000 |
Business Combination - Summar_2
Business Combination - Summary of Shares Issued (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 11, 2021 | Dec. 31, 2021 | Aug. 10, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Ordinary shares outstanding (in shares) | 126,675,000 | 127,860,639 | 83,539,382 | |
PIPE Investors (in shares) | 10,000,000 | |||
Shares issued, price per share (in dollars per share) | $ 10 | |||
Legacy Rockley | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares outstanding (in shares) | 104,016,000 | |||
SC Health | ||||
Business Acquisition [Line Items] | ||||
Equity consideration issued (in shares) | 1,777,000 | |||
SC Health Sponsor | ||||
Business Acquisition [Line Items] | ||||
Equity consideration issued (in shares) | 10,563,000 | |||
Cowen and BCW Securities | ||||
Business Acquisition [Line Items] | ||||
Equity consideration issued (in shares) | 319,000 | |||
Business combination, transaction costs payable to acquiree | $ 3.2 |
Segment, Geographic, and Sign_3
Segment, Geographic, and Significant Customer Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||||
Revenue | $ 962 | $ 1,771 | $ 8,213 | $ 22,343 |
Total property, equipment and intangible assets | 13,123 | 13,235 | 7,098 | |
United States | ||||
Concentration Risk [Line Items] | ||||
Revenue | 962 | $ 1,771 | 6,778 | 17,037 |
Total property, equipment and intangible assets | 8,705 | 8,442 | 6,390 | |
Rest of World | ||||
Concentration Risk [Line Items] | ||||
Revenue | 1,435 | 5,306 | ||
Total property, equipment and intangible assets | $ 4,418 | $ 4,793 | $ 708 | |
Revenue | Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 82% | 100% | 82% | 76% |
Revenue | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 17% | 0% | 4% | 24% |
Accounts receivable | Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 72% | 33% | ||
Accounts receivable | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 0% | 67% | ||
Accounts receivable | Customer Concentration Risk | Customer B - March 31, 2022 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 12% | 12% | ||
Accounts receivable | Customer Concentration Risk | Customer A - March 31, 2022 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 87% | 88% |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investment | ||||
Beginning balance | $ 4,879 | $ 5,202 | $ 5,202 | |
Investment in HRT | 0 | $ 4,990 | ||
Share of loss of HRT | 207 | (163) | (703) | (1,274) |
Ending balance | $ 5,213 | $ 4,879 | 5,202 | |
HRT | Variable Interest Entity | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 24.90% | 24.90% | ||
Equity Method Investment | ||||
Beginning balance | $ 4,879 | $ 5,202 | $ 5,202 | 1,486 |
Investment in HRT | 0 | 0 | 4,990 | |
Remeasurement gain on HRT | 127 | 380 | 0 | |
Share of loss of HRT | 207 | (703) | (1,274) | |
Ending balance | $ 5,213 | $ 4,879 | $ 5,202 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, fair value | $ 24,517 | $ 44,624 | $ 0 |
Corporate bonds and commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, fair value | 1,144 | 20,037 | 0 |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, fair value | $ 23,373 | $ 24,587 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Debt Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | |||
Due in one year or less | $ 18,222 | $ 26,945 | |
Due after one year through five years | 6,530 | 17,684 | |
Debt securities, amortized cost | 24,752 | $ 44,629 | |
Fair Value | |||
Due in one year or less | 18,072 | $ 26,961 | |
Due after one year through five years | 6,445 | 17,663 | |
Debt securities, fair value | $ 24,517 | $ 44,624 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 10, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 11,863 | $ 36,786 | $ 19,228 | |
Debt securities, fair value | 24,517 | 44,624 | ||
Total cash, cash equivalents and investments | 36,380 | 81,410 | 19,228 | |
2020 Term Facility Loan | 0 | 25,049 | ||
Private Placement Warrants | 3,266 | 3,477 | 0 | |
Total financial liabilities | 3,266 | 3,477 | 71,944 | |
Debt securities, fair value | $ 24,517 | 44,624 | 0 | |
Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible notes | $ 208,600 | |||
3.00% – 2020 Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible notes | $ 0 | 32,106 | ||
3.00% – 2020 Convertible Notes | Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, stated percentage | 3% | 3% | ||
8.00% – 2020 Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible notes | $ 0 | 14,789 | ||
8.00% – 2020 Convertible Notes | Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, stated percentage | 0.08% | |||
Corporate bonds and commercial paper | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | $ 20,037 | |||
Debt securities, fair value | $ 1,144 | 20,037 | 0 | |
U.S. Treasury securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | 24,587 | |||
Debt securities, fair value | 23,373 | 24,587 | 0 | |
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 11,863 | 36,786 | 19,228 | |
Total cash, cash equivalents and investments | 35,236 | 61,373 | 19,228 | |
Level 1 | Corporate bonds and commercial paper | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | 0 | |||
Debt securities, fair value | 0 | 0 | ||
Level 1 | U.S. Treasury securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | 24,587 | |||
Debt securities, fair value | 23,373 | 24,587 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | |
Total cash, cash equivalents and investments | 1,144 | 20,037 | $ 0 | |
Level 2 | Corporate bonds and commercial paper | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | 20,037 | |||
Debt securities, fair value | 1,144 | 20,037 | ||
Level 2 | U.S. Treasury securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt securities, fair value | 0 | |||
Debt securities, fair value | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Aug. 12, 2021 | Aug. 10, 2021 | Jan. 11, 2021 | Oct. 20, 2020 | Sep. 29, 2020 | Mar. 09, 2020 | Feb. 19, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Long-term debt | $ 74,804,000 | $ 74,804,000 | $ 74,804,000 | $ 26,312,000 | $ 26,312,000 | $ 74,804,000 | |||||||||||
Gain (loss) on debt instrument | $ 0 | $ (39,653,000) | (59,916,000) | (20,163,000) | |||||||||||||
Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Convertible notes | $ 208,600,000 | ||||||||||||||||
Line of Credit | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Convertible notes | $ 27,200,000 | ||||||||||||||||
Debt instrument, face amount | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||||
Long-term debt | $ 21,316,000 | 25,049,000 | 25,049,000 | 25,049,000 | 26,312,000 | 26,312,000 | 25,049,000 | ||||||||||
Gain (loss) on debt instrument | (1,729,000) | (15,134,000) | (1,700,000) | ||||||||||||||
Debt conversion, percent converted | 30% | ||||||||||||||||
Debt conversion, percent not converted | 70% | ||||||||||||||||
Outstanding principal and interest | $ 10,200,000 | 32,300,000 | 32,300,000 | $ 37,300,000 | |||||||||||||
Private Placement Warrants, fair value | 25,049,000 | 25,049,000 | 25,049,000 | 27,180,000 | 27,180,000 | 25,049,000 | $ 23,320,000 | ||||||||||
3.00% – 2020 Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Convertible notes | 32,106,000 | 32,106,000 | 32,106,000 | $ 0 | $ 0 | 32,106,000 | |||||||||||
3.00% – 2020 Convertible Notes | Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Debt instrument, stated percentage | 3% | 3% | 3% | ||||||||||||||
Debt instrument, face amount | $ 21,300,000 | $ 21,300,000 | $ 1,300,000 | $ 20,000,000 | |||||||||||||
Long-term debt | $ 0 | 32,106,000 | 32,106,000 | 32,106,000 | 0 | 0 | 32,106,000 | ||||||||||
Gain (loss) on debt instrument | (10,825,000) | (5,986,000) | (10,800,000) | ||||||||||||||
Outstanding principal and interest | 21,900,000 | ||||||||||||||||
Private Placement Warrants, fair value | 32,106,000 | 32,106,000 | 32,106,000 | 0 | 0 | 32,106,000 | $ 21,281,000 | ||||||||||
8.00% – 2020 Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Convertible notes | 14,789,000 | 14,789,000 | 14,789,000 | $ 0 | $ 0 | 14,789,000 | |||||||||||
8.00% – 2020 Convertible Notes | Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Debt instrument, stated percentage | 0.08% | 0.08% | |||||||||||||||
Debt instrument, face amount | $ 8,000,000 | $ 8,000,000 | |||||||||||||||
Long-term debt | 14,789,000 | 14,789,000 | 14,789,000 | 0 | 0 | 14,789,000 | |||||||||||
Gain (loss) on debt instrument | (4,374,000) | $ (16,108,000) | (4,400,000) | ||||||||||||||
Debt instrument, redemption price, percentage | 0.0125% | ||||||||||||||||
Outstanding principal and interest | 8,900,000 | ||||||||||||||||
Private Placement Warrants, fair value | 14,789,000 | 14,789,000 | 14,789,000 | $ 0 | $ 0 | 14,789,000 | $ 10,415,000 | ||||||||||
5.00% – $50.0 Million Convertible Notes | Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Debt instrument, stated percentage | 5% | 5% | |||||||||||||||
Debt instrument, face amount | $ 50,000,000 | $ 50,000,000 | |||||||||||||||
Long-term debt | 0 | 0 | |||||||||||||||
Gain (loss) on debt instrument | (2,310,000) | (2,300,000) | |||||||||||||||
Outstanding principal and interest | 10,600,000 | ||||||||||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | 1,500,000,000 | 1,500,000,000 | |||||||||||||||
Private Placement Warrants, fair value | $ 0 | $ 0 | $ 10,274,000 | ||||||||||||||
5.00% – $25.0 Million Convertible Notes | Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Debt instrument, stated percentage | 5% | 5% | 5% | ||||||||||||||
Debt instrument, face amount | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||||||||
Long-term debt | 0 | 0 | |||||||||||||||
Gain (loss) on debt instrument | (4,977,000) | ||||||||||||||||
Outstanding principal and interest | 25,700,000 | ||||||||||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | 675,000,000 | 675,000,000 | |||||||||||||||
Private Placement Warrants, fair value | $ 37,592,000 | $ 37,592,000 | $ 37,592,000 | $ 0 | $ 0 | $ 37,592,000 | |||||||||||
5.00% – $30.0 Million Convertible Notes | Convertible Notes | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Debt instrument, stated percentage | 5% | 5% | |||||||||||||||
Debt instrument, face amount | $ 30,000,000 | $ 30,000,000 | |||||||||||||||
Long-term debt | 0 | 0 | |||||||||||||||
Gain (loss) on debt instrument | (5,855,000) | (5,900,000) | |||||||||||||||
Outstanding principal and interest | $ 30,800,000 | ||||||||||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | 800,000,000 | 800,000,000 | |||||||||||||||
Private Placement Warrants, fair value | $ 0 | $ 0 | $ 38,403,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Plus: Loss from change in fair value | $ 0 | $ 39,653 | $ 59,916 | $ 20,163 | |||||
Warrants | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 3,477 | $ 14,304 | |||||||
Plus: Loss from change in fair value | (10,827) | ||||||||
Ending balance | (211) | 3,266 | 3,477 | 3,477 | $ 3,477 | ||||
Line of Credit | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 27,180 | 25,049 | $ 23,320 | 25,049 | |||||
Plus: Loss from change in fair value | 1,729 | 15,134 | 1,700 | ||||||
Less: Fair value adjustment extinguished upon conversion of debt | (13,003) | ||||||||
Ending balance | 25,049 | 27,180 | $ 25,049 | $ 25,049 | 27,180 | 27,180 | 25,049 | ||
3.00% – 2020 Convertible Notes | Convertible Notes | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 0 | 32,106 | 21,281 | 32,106 | |||||
Plus: Loss from change in fair value | 10,825 | 5,986 | 10,800 | ||||||
Less: Fair value adjustment extinguished upon conversion of debt | (38,092) | ||||||||
Ending balance | 32,106 | 0 | 32,106 | 32,106 | 0 | 0 | 32,106 | ||
8.00% – 2020 Convertible Notes | Convertible Notes | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 0 | 14,789 | 10,415 | 14,789 | |||||
Plus: Loss from change in fair value | 4,374 | 16,108 | 4,400 | ||||||
Less: Fair value adjustment extinguished upon conversion of debt | (30,897) | ||||||||
Ending balance | 14,789 | 0 | 14,789 | 14,789 | 0 | 0 | 14,789 | ||
5.00% – $50.0 Million Convertible Notes | Convertible Notes | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 0 | ||||||||
Plus: Loss from change in fair value | 2,300 | 2,310 | |||||||
Less: Fair value adjustment extinguished upon conversion of debt | (12,584) | ||||||||
Ending balance | 0 | 0 | 0 | ||||||
5.00% – $25.0 Million Convertible Notes | Convertible Notes | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | 0 | $ 37,592 | 37,592 | ||||||
Plus: Loss from change in fair value | 4,977 | ||||||||
Less: Fair value adjustment extinguished upon conversion of debt | (42,569) | ||||||||
Ending balance | $ 37,592 | 0 | $ 37,592 | $ 37,592 | 0 | 0 | $ 37,592 | ||
5.00% – $30.0 Million Convertible Notes | Convertible Notes | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Beginning balance | $ 0 | ||||||||
Plus: Loss from change in fair value | 5,900 | 5,855 | |||||||
Less: Fair value adjustment extinguished upon conversion of debt | (44,258) | ||||||||
Ending balance | $ 0 | $ 0 | $ 0 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents - Geographic Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
United Kingdom | |||
Cash and Cash Equivalents [Line Items] | |||
Concentration risk | 77% | 97% | 96% |
United States | |||
Cash and Cash Equivalents [Line Items] | |||
Concentration risk | 21% | 3% | 3% |
Other | |||
Cash and Cash Equivalents [Line Items] | |||
Concentration risk | 1% | 0% | 1% |
Balance Sheet Components - Othe
Balance Sheet Components - Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
R&D tax credit receivable | $ 47,428 | $ 45,632 | $ 17,412 |
Grants receivable | 700 | 753 | 0 |
VAT receivable | 1,112 | 1,073 | 607 |
Other receivable, net | 9 | 4 | 5 |
Total other receivables | $ 49,249 | $ 47,462 | $ 18,024 |
Balance Sheet Components - Long
Balance Sheet Components - Long Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 18,578 | $ 17,514 | $ 9,852 | |
Less: accumulated depreciation | (10,171) | (9,088) | (5,802) | |
Total property and equipment, net | 8,407 | 8,426 | 4,050 | |
Depreciation | 1,400 | $ 800 | 4,200 | 2,300 |
Finance lease right-of-use assets | 2,966 | 2,966 | 2,966 | |
Less: accumulated amortization | (1,298) | (1,205) | (834) | |
Total finance lease right-of-use assets, net | 1,668 | $ 1,761 | 2,132 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, equipment, net | |||
Amortization | 100 | $ 100 | $ 400 | 400 |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 2,129 | 1,998 | 1,218 | |
Lab equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 14,843 | 13,940 | 7,607 | |
Motor vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 31 | 31 | 31 | |
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 315 | 315 | 265 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 1,230 | 1,230 | 704 | |
Assets under construction | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 30 | $ 0 | $ 27 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | $ 3,048 | $ 3,048 | $ 3,048 |
In-process research and development | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | $ 3,048 | $ 3,048 | $ 3,048 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 11, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Capitalized transaction costs | $ 0 | $ 45,500 | $ 121 | ||
Security deposits | $ 280 | $ 280 | 0 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other non-current assets | Total other non-current assets | |||
Operating right of use assets | 4,257 | $ 4,577 | 1,486 | ||
Prepaid asset, net of current portion | 3,047 | 2,826 | 0 | ||
Total other non-current assets | 7,784 | 7,683 | $ 1,607 | ||
Other Assets, Miscellaneous, Noncurrent | $ 200 | $ 0 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued bonus | $ 9,587 | $ 7,546 | $ 3,349 |
Accrued payroll and benefits | 4,016 | 2,750 | 1,524 |
Accrued taxes | 451 | 439 | 332 |
Accrued fabrication costs | 2,962 | 3,110 | 2,321 |
Share appreciation rights | 0 | 706 | |
Accrued transaction costs | 349 | 1,004 | 335 |
Other accrued expenses | 2,717 | 2,511 | 1,828 |
Total accrued expenses | $ 20,082 | $ 17,360 | $ 10,395 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Oct. 20, 2020 | Mar. 09, 2020 | |
Debt Instrument [Line Items] | |||||||
Principal | $ 128,504,000 | $ 54,641,000 | |||||
Change in Fair Value | 80,079,000 | 20,163,000 | |||||
Conversion of Debt | (181,403,000) | ||||||
Accreted Debt Interest | 4,132,000 | ||||||
Principal payments on long-term debt | $ (4,995,000) | $ 0 | (5,000,000) | (1,952,000) | |||
Total Long-term debt | 26,312,000 | 74,804,000 | |||||
Less: current portion of long-term debt | (21,316,000) | (26,312,000) | 0 | ||||
Long-term debt, net of current portion | $ 0 | $ 0 | 74,804,000 | ||||
Convertible Notes | 3.00% – 2020 Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage | 3% | 3% | |||||
Debt instrument, face amount | $ 21,300,000 | $ 1,300,000 | $ 20,000,000 | ||||
Principal | 21,281,000 | 21,281,000 | |||||
Change in Fair Value | 16,811,000 | 10,825,000 | |||||
Conversion of Debt | (38,092,000) | ||||||
Accreted Debt Interest | 0 | ||||||
Principal payments on long-term debt | 0 | ||||||
Total Long-term debt | $ 0 | $ 0 | 32,106,000 | ||||
Convertible Notes | 8.00% – 2020 Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage | 0.08% | ||||||
Debt instrument, face amount | $ 8,000,000 | ||||||
Principal | 8,000,000 | 8,000,000 | |||||
Change in Fair Value | 22,897,000 | 6,789,000 | |||||
Conversion of Debt | (30,897,000) | ||||||
Accreted Debt Interest | 0 | ||||||
Principal payments on long-term debt | 0 | ||||||
Total Long-term debt | $ 0 | 14,789,000 | |||||
Convertible Notes | 5.00% – $50.0 Million Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage | 5% | ||||||
Debt instrument, face amount | $ 50,000,000 | ||||||
Principal | 10,274,000 | ||||||
Change in Fair Value | 2,310,000 | ||||||
Conversion of Debt | (12,584,000) | ||||||
Accreted Debt Interest | 0 | ||||||
Principal payments on long-term debt | 0 | ||||||
Total Long-term debt | $ 0 | ||||||
Convertible Notes | 5.00% – $25.0 Million Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage | 5% | 5% | |||||
Debt instrument, face amount | $ 25,000,000 | $ 25,000,000 | |||||
Principal | 25,000,000 | ||||||
Change in Fair Value | 17,569,000 | ||||||
Conversion of Debt | (42,600,000) | (42,569,000) | |||||
Accreted Debt Interest | 0 | ||||||
Principal payments on long-term debt | 0 | ||||||
Total Long-term debt | $ 0 | ||||||
Convertible Notes | 5.00% – $30.0 Million Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage | 5% | ||||||
Debt instrument, face amount | $ 30,000,000 | ||||||
Principal | 30,000,000 | ||||||
Change in Fair Value | 14,258,000 | ||||||
Conversion of Debt | (44,258,000) | ||||||
Accreted Debt Interest | 0 | ||||||
Principal payments on long-term debt | 0 | ||||||
Total Long-term debt | 0 | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 35,000,000 | 35,000,000 | |||||
Principal | 33,949,000 | 33,949,000 | 22,500,000 | ||||
Change in Fair Value | 6,234,000 | 6,234,000 | 2,549,000 | ||||
Conversion of Debt | (13,003,000) | (13,003,000) | |||||
Accreted Debt Interest | 6,636,000 | 4,132,000 | |||||
Principal payments on long-term debt | (5,000,000) | ||||||
Cash Payment | (12,500,000) | (5,000,000) | |||||
Total Long-term debt | $ 21,316,000 | $ 26,312,000 | 25,049,000 | ||||
Paycheck Protection Program, CARES Act [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal | 2,860,000 | ||||||
Change in Fair Value | 0 | ||||||
Total Long-term debt | $ 2,860,000 |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Payments (Details) - Convertible Notes $ in Thousands | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 32,303 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 32,303 |
Less: current portion of debt principal | (32,303) |
Non-current portion of debt principal | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Aug. 11, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Apr. 13, 2022 | Aug. 12, 2021 | Oct. 20, 2020 | Mar. 09, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Debt conversion, amount | $ 181,404,000 | $ 0 | ||||||||
Conversion of debt | 181,403,000 | |||||||||
Debt covenant, public float minimum | 350,000,000 | |||||||||
Long-term debt | 26,312,000 | 74,804,000 | ||||||||
Forgiveness of PPP loan | $ 2,900,000 | 2,860,000 | 0 | |||||||
3.00% – 2020 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional funding amount triggering conversion feature | $ 10,000,000 | |||||||||
Conversion price (in dollars per share) | $ 14.298 | |||||||||
8.00% – 2020 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 14.298 | |||||||||
Convertible Notes | 3.00% – 2020 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated percentage | 3% | 3% | ||||||||
Debt instrument, face amount | $ 21,300,000 | $ 1,300,000 | $ 20,000,000 | |||||||
Outstanding principal and interest | $ 21,900,000 | |||||||||
Debt conversion, shares issued (in shares) | 3.8 | |||||||||
Debt conversion, amount | $ 38,100,000 | |||||||||
Conversion of debt | 38,092,000 | |||||||||
Long-term debt | $ 0 | $ 0 | 32,106,000 | |||||||
Convertible Notes | 8.00% – 2020 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated percentage | 0.08% | |||||||||
Debt instrument, face amount | $ 8,000,000 | |||||||||
Outstanding principal and interest | $ 8,900,000 | |||||||||
Debt conversion, shares issued (in shares) | 1.5 | |||||||||
Debt conversion, amount | $ 15,500,000 | |||||||||
Conversion of debt | $ 30,897,000 | |||||||||
Debt instrument, convertible, conversion price, discount | 25% | |||||||||
Long-term debt | $ 0 | 14,789,000 | ||||||||
Convertible Notes | 5.00% – $50.0 Million Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated percentage | 5% | |||||||||
Debt instrument, face amount | $ 50,000,000 | |||||||||
Outstanding principal and interest | $ 10,600,000 | |||||||||
Debt conversion, shares issued (in shares) | 1.3 | |||||||||
Debt conversion, amount | $ 12,600,000 | |||||||||
Conversion of debt | $ 12,584,000 | |||||||||
Debt instrument, convertible, conversion price, discount | 15% | |||||||||
Long-term debt | $ 0 | |||||||||
Debt conversion, principal amount | 10,300,000 | |||||||||
Proceeds from equity triggering debt conversion, minimum, amount | 25,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price, amount | 1,500,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | $ 1,500,000,000 | |||||||||
Convertible Notes | 5.00% – $25.0 Million Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated percentage | 5% | 5% | ||||||||
Debt instrument, face amount | $ 25,000,000 | $ 25,000,000 | ||||||||
Outstanding principal and interest | $ 25,700,000 | |||||||||
Debt conversion, shares issued (in shares) | 3.6 | |||||||||
Debt conversion, amount | $ 35,600,000 | |||||||||
Conversion of debt | 42,600,000 | $ 42,569,000 | ||||||||
Debt instrument, convertible, conversion price, discount | 25% | |||||||||
Long-term debt | $ 0 | |||||||||
Proceeds from equity triggering debt conversion, minimum, amount | 25,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price, amount | 800,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | $ 675,000,000 | |||||||||
Debt instrument, conversion price | 100% | |||||||||
Convertible Notes | 5.00% – $25.0 Million Convertible Notes | Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, shares issued (in shares) | 0.7 | |||||||||
Debt conversion, amount | $ 7,000,000 | |||||||||
Convertible Notes | 5.00% – $30.0 Million Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated percentage | 5% | |||||||||
Debt instrument, face amount | $ 30,000,000 | |||||||||
Outstanding principal and interest | $ 30,800,000 | |||||||||
Debt conversion, shares issued (in shares) | 4.4 | |||||||||
Debt conversion, amount | $ 44,300,000 | |||||||||
Conversion of debt | $ 44,258,000 | |||||||||
Debt instrument, convertible, conversion price, discount | 25% | |||||||||
Long-term debt | $ 0 | |||||||||
Proceeds from equity triggering debt conversion, minimum, amount | 25,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price, amount | 800,000,000 | |||||||||
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount | 800,000,000 | |||||||||
Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 35,000,000 | 35,000,000 | ||||||||
Outstanding principal and interest | $ 10,200,000 | 32,300,000 | $ 37,300,000 | |||||||
Debt conversion, shares issued (in shares) | 1.3 | |||||||||
Debt conversion, amount | $ 13,000,000 | |||||||||
Conversion of debt | 13,003,000 | 13,003,000 | ||||||||
Debt conversion, percent converted | 30% | |||||||||
Debt conversion, percent not converted | 70% | |||||||||
Fair value of outstanding principal and interest | $ 27,100,000 | |||||||||
Interest paid | 2,500,000 | 4,100,000 | ||||||||
Long-term debt | $ 21,316,000 | 26,312,000 | $ 25,049,000 | |||||||
Debt covenant, cash, minimum balance | $ 35,000,000 | |||||||||
Line of Credit | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 25,000,000 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 USD ($) tradingDay $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 14,074,986 | 14,074,986 | |
Warrant liabilities | $ | $ 3,477 | $ 3,266 | $ 0 |
Warrants outstanding, exercise price (in dollars per share) | $ 11.50 | ||
Minimum days notice before redemption | 30 days | ||
Redemption period, threshold trading days | tradingDay | 20 | ||
Redemption period, threshold consecutive trading days | tradingDay | 30 | ||
Redemption, minimum days after exercisable date before redemption | 90 days | ||
Warrant Redemption Scenario One | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding, exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, redemption price (in dollars per share) | 18 | ||
Warrant Redemption Scenario Two | |||
Class of Warrant or Right [Line Items] | |||
Common stock, redemption price (in dollars per share) | $ 10 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 8,625,000 | 8,625,000 | |
Warrant liabilities | $ | $ 28,000 | $ 28,000 | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | shares | 5,450,000 | 5,450,000 | |
Warrant liabilities | $ | $ 3,500 | $ 3,300 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
U.K. Operations | $ (174,298) | $ (82,705) | ||
Foreign operations | 6,952 | 2,997 | ||
Loss before income taxes | $ (41,650) | $ (64,677) | $ (167,346) | $ (79,708) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
U.K. operations | $ 0 | $ 0 | ||
Foreign jurisdictions | 667 | 569 | ||
Total current | 667 | 569 | ||
Deferred | ||||
U.K. operations | 0 | 0 | ||
Foreign jurisdictions | 0 | 0 | ||
Total deferred | 0 | 0 | ||
Total U.K. operations | 0 | 0 | ||
Total Foreign jurisdictions | 667 | 569 | ||
Total | $ 131 | $ 100 | $ 667 | $ 569 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount | ||||
U.K. Statutory Rate | $ (31,796) | $ (15,145) | ||
Foreign income tax | 8 | 308 | ||
Research & Development credit | (2,061) | (628) | ||
Stock-based compensation | 34 | 1,293 | ||
Permanent differences | (156) | 3,325 | ||
Change in valuation allowance | 32,402 | 7,480 | ||
Rate Change on Deferred Taxes | (11,197) | (977) | ||
Uncertain Tax Liabilities | 64 | 245 | ||
Losses not benefited | 12,625 | 3,999 | ||
Others, net | 744 | 668 | ||
Total | $ 131 | $ 100 | $ 667 | $ 569 |
Effective Income Tax Rate Reconciliation, Percent | ||||
U.K. Statutory Rate | 19% | 19% | 19% | |
Foreign income tax | 0% | (0.40%) | ||
Research & Development credit | 1.20% | 0.80% | ||
Stock-based compensation | 0% | (1.60%) | ||
Permanent differences | 0.10% | (4.20%) | ||
Change in valuation allowance | (19.40%) | (9.40%) | ||
Rate Change on Deferred Taxes | 6.70% | 1.20% | ||
Uncertain Tax Liabilities | 0% | (0.30%) | ||
Losses not benefited | (7.50%) | (5.00%) | ||
Others, net | (0.40%) | (0.80%) | ||
Total | 1% | (0.40%) | (0.71%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 33,068 | $ 15,066 |
Research and development credits | 549 | 0 |
Stock-based compensation | 4,859 | 1,476 |
Lease liabilities | 1,394 | 482 |
Interest Limitation | 10,202 | 0 |
Accounts and other receivables | 0 | 0 |
Accrued liabilities | 1,765 | 788 |
Other | 64 | 2 |
Total gross deferred tax assets | 51,900 | 17,814 |
Less valuation allowance | (50,139) | (16,377) |
Net deferred tax assets | 1,761 | 1,437 |
Deferred tax liabilities: | ||
Right-of-use Assets | (1,281) | (821) |
Property and equipment, principally due to differences in depreciation | (480) | (592) |
Other | 0 | (24) |
Total gross deferred tax liabilities | (1,761) | (1,437) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, increase (decrease) during period | $ 33,800,000 | $ 6,900,000 | |||
Unrecognized tax benefits | $ 3,217,000 | $ 2,236,000 | $ 405,000 | ||
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | ||||
Unrecognized tax benefits that would impact effective tax rate | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 132,272 |
Tax credits | 467 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | 0 |
Tax credits | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of the year | $ 2,236 | $ 405 |
Increases based on tax positions related to current year | 1,061 | 733 |
Increases based on tax positions related to prior years | 165 | 1,199 |
Decreases based on tax positions related to prior years | (245) | (101) |
Balance at end of year | $ 3,217 | $ 2,236 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Oct. 19, 2021 | Aug. 11, 2021 | Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Ordinary shares authorized (in shares) | 12,417,500,000 | 12,417,500,000 | 139,033,366 | |||
Ordinary shares, par value (in dollars per share) | $ 0.000004 | $ 0.000004 | $ 0.000004 | |||
Ordinary shares issued (in shares) | 127,860,639 | 83,539,382 | ||||
Ordinary shares outstanding (in shares) | 126,675,000 | 127,860,639 | 83,539,382 | |||
Warrants outstanding (in shares) | 14,074,986 | 14,074,986 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 | |||||
Sale of stock, consideration received on transaction | $ 150 | |||||
Common Stock, Other Shares, Outstanding | 129,005,167 | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 7,800,000 | 7,800,000 | ||||
Sale of stock, consideration received on transaction | $ 50 | $ 50 |
Net Loss per Share - Net Loss A
Net Loss per Share - Net Loss Available to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Net loss, basic | $ (41,781) | $ (64,777) | $ (168,013) | $ (80,277) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 128,443,050 | 83,883,581 | ||
Net loss, diluted | $ (168,013) | $ (80,277) | ||
Basic (in shares) | 100,917,939 | 83,457,400 | ||
Diluted (in shares) | 100,917,939 | 83,457,400 | ||
Basic (in dollars per share) | $ (1.66) | $ (0.96) | ||
Diluted (in dollars per share) | (1.66) | $ (0.96) | ||
Warrants outstanding, exercise price (in dollars per share) | $ 11.50 | |||
Antidilutive securities (in shares) | 14,300,000 | 12,600,000 | 13,800,000 | |
Share-based Payment Arrangement | ||||
Class of Warrant or Right [Line Items] | ||||
Antidilutive securities (in shares) | 16,500,000 | |||
Warrant Redemption Scenario One | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, exercise price (in dollars per share) | $ 0.01 | $ 0.01 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Anti-dilutive Securities (Details) - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding, exercise price (in dollars per share) | $ 11.50 | ||
Antidilutive securities (in shares) | 14.3 | 12.6 | 13.8 |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive securities (in shares) | 14.1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 01, 2021 USD ($) | Aug. 11, 2021 USD ($) shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entity shares issued per acquiree share, ratio | 2.4835 | |||||
Unrecognized compensation expense, options | $ | $ 38,100 | $ 40,500 | $ 19,500 | |||
Total stock-based compensation expense | $ | 4,029 | $ 1,725 | 12,013 | 8,043 | ||
Unrecognized compensation expense | $ | 800 | 900 | 1,200 | |||
Warrants exercised (in shares) | shares | 1,800,000 | |||||
Warrants exercised, fair value | $ | $ 18,100 | |||||
Convertible Notes | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants exercised (in shares) | shares | 1,800,000 | |||||
Warrants exercised, fair value | $ | $ 18,100 | |||||
Selling, general, and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ | $ 849 | 409 | $ 3,006 | $ 1,459 | ||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entity shares issued per acquiree share, ratio | 2.4835 | |||||
Share Appreciation Rights | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares outstanding (in shares) | shares | 0 | 30,000 | ||||
Shares exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.00001 | |||||
Payment to settle awards | $ | $ 700 | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, period for recognition | 1 year 4 months 24 days | 1 year 6 months | 1 year 4 months 24 days | |||
Options | 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | shares | 0 | 0 | ||||
Options | 2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 14,969,261 | 15,375,644,000,000 | ||||
Number of shares available for grant (in shares) | shares | 9,783,953 | 10,207,656,000,000 | ||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | shares | 1,526,239 | |||||
Minimum employee subscription rate | 1% | |||||
Maximum employee subscription rate | 15% | |||||
Maximum employee subscription amount | $ | $ 25 | |||||
ESPP discount percentage from market price | 15% | |||||
Period for annual increases to plan awards | 10 years | |||||
Annual increase as a percentage of outstanding stock, maximum | 1% | |||||
Number of additional shares allowable under the plan (in shares) | shares | 7,631,196 | |||||
Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ | $ 100 | $ 100 | $ 300 | $ 200 | ||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares outstanding (in shares) | shares | 4,171,828 | 4,154,508 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Average Exercise Price Per Share | |||||
Sale of stock, price per share (in dollars per share) | $ 4.35 | ||||
2013 Plan | |||||
Number of Options Outstanding | |||||
Beginning balance (in shares) | 15,381,736 | 17,898,619 | 14,663,610 | ||
Granted (in shares) | 0 | 0 | 5,782,544 | ||
Exercised (in shares) | (789,809) | (1,557,214) | (19,404) | ||
Forfeited (in shares) | (64,999) | (912,912) | (2,052,583) | ||
Expired (in shares) | (46,757) | (475,548) | |||
Ending balance (in shares) | 14,526,928 | 15,381,736 | 17,898,619 | 14,663,610 | |
Options exercisable (in shares) | 12,185,463 | 12,546,315 | |||
Average Exercise Price Per Share | |||||
Beginning balance (in dollars per share) | $ 2 | $ 4.94 | $ 4.05 | ||
Granted (in dollars per share) | 0 | 0 | 8.67 | ||
Exercised (in dollars per share) | 0.77 | 0.60 | 5.36 | ||
Forfeited (in dollars per share) | 3.98 | 4.07 | 8.62 | ||
Expired (in dollars per share) | 3.08 | 6.92 | |||
Ending balance (in dollars per share) | 2.06 | 2 | $ 4.94 | $ 4.05 | |
Options exercisable (in dollars per share) | $ 1.79 | $ 1.68 | |||
Options outstanding, remaining contractual life | 5 years 9 months 29 days | 6 years 9 months | 6 years 11 months 8 days | ||
Options exercisable, remaining contractual life | 5 years 3 months | ||||
Options outstanding, intrinsic value | $ 36,093 | $ 110,552 | $ 54,100 | ||
Options exercisable, intrinsic value | $ 33,464 | ||||
2021 Plan | |||||
Number of Options Outstanding | |||||
Beginning balance (in shares) | 1,013,480 | 0 | |||
Granted (in shares) | 0 | 1,013,480 | |||
Exercised (in shares) | 0 | 0 | |||
Forfeited (in shares) | 0 | 0 | |||
Expired (in shares) | 0 | ||||
Ending balance (in shares) | 1,013,480 | 1,013,480 | 0 | ||
Options exercisable (in shares) | 152,902 | 81,538 | |||
Average Exercise Price Per Share | |||||
Beginning balance (in dollars per share) | $ 15.84 | $ 0 | |||
Granted (in dollars per share) | 0 | 15.84 | |||
Exercised (in dollars per share) | 0 | 0 | |||
Forfeited (in dollars per share) | 0 | 0 | |||
Expired (in dollars per share) | 0 | ||||
Ending balance (in dollars per share) | 15.84 | 15.84 | $ 0 | ||
Options exercisable (in dollars per share) | $ 15.84 | $ 15.84 | |||
Options outstanding, remaining contractual life | 9 years 7 months 9 days | 0 years | |||
Options exercisable, remaining contractual life | 9 years 7 months 9 days | ||||
Options outstanding, intrinsic value | $ 11,645 | $ 0 | |||
Options exercisable, intrinsic value | $ 937 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs Outstanding | |||
Outstanding, beginning balance (in shares) | 4,154,508 | 0 | |
Granted (in shares) | 488,702 | 4,181,607 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (447,428) | ||
Exercised (in shares) | (24,668) | ||
Forfeited (in shares) | (23,954) | (2,431) | |
Expired (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 4,171,828 | 4,154,508 | 0 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 6.71 | $ 0 | |
Granted (in dollars per share) | 4.08 | 6.71 | |
Exercised (in dollars per share) | 7.07 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 7.03 | ||
Forfeited (in dollars per share) | 7.07 | 7.07 | |
Expired (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | $ 6.36 | $ 6.71 | $ 0 |
Remaining Contractual Life (Years) | 1 year 9 months 3 days | 0 years | |
Intrinsic Value | $ 18,072 | $ 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4,029 | $ 1,725 | $ 12,013 | $ 8,043 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 508 | 268 | 1,825 | 2,271 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,672 | 1,048 | 7,182 | 4,313 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 849 | $ 409 | $ 3,006 | $ 1,459 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (%) | 54% | |
Dividend yield | 0% | |
Employee Stock Purchase Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Risk-free interest rate (%) | 10% | |
Employee Stock Purchase Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 1 year | |
Risk-free interest rate (%) | 25% | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 18 days | |
Expected volatility (%) | 53% | |
Risk-free interest rate (%) | 0.96% | |
Dividend yield | 0% | 0% |
Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 4 years 10 months 9 days | |
Expected volatility (%) | 50.29% | |
Risk-free interest rate (%) | 0.30% | |
Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Expected volatility (%) | 52.45% | |
Risk-free interest rate (%) | 1.75% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Aug. 11, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Warrants exercised (in shares) | 1.8 | |
Convertible Notes | ||
Related Party Transaction [Line Items] | ||
Warrants exercised (in shares) | 1.8 | |
Variable Interest Entity | HRT | ||
Related Party Transaction [Line Items] | ||
Sales to related parties | $ 5.3 | |
Accounts receivable, related parties, current | $ 3.3 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Leases, renewal term | 5 years | ||||
Operating lease, weighted average remaining lease term | 1 year | 4 years | |||
Operating lease, weighted average discount rate | 6% | 6% | |||
Operating Lease Cost: | |||||
Fixed lease cost | $ 390 | $ 213 | $ 1,103 | $ 851 | |
Variable lease cost | 65 | 137 | 354 | 154 | |
Total operating lease cost | 455 | 350 | 1,457 | 1,005 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows for operating leases | 334 | 233 | 936 | 916 | |
Operating cash flows for finance leases | 0 | 0 | 0 | 15 | |
Financing cash flows for finance leases | 0 | 0 | 0 | 1,192 | |
Right-of-use assets obtained in exchange of lease obligations: | |||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 2,187 | $ 4,008 | $ 0 | |
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Leases, term | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Leases, term | 5 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 1,394 | $ 1,500 |
2023 | 914 | 1,394 |
2024 | 818 | 914 |
2025 | 842 | 818 |
2026 | 842 | |
Thereafter | 186 | |
Total lease obligation | 5,406 | 5,654 |
Less: Imputed interest | (606) | (679) |
Total lease liabilities | $ 4,800 | 4,975 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Less: Current lease liabilities | $ (1,439) | (1,238) |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | |
Less: Current lease liabilities | $ 3,361 | $ 3,737 |
2021 (for the remaining period) | 1,252 | |
Lessee, Operating Lease, Liability, To Be Paid, After Year Four | $ 186 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Contractual obligations | $ 13.7 | $ 13.6 | $ 3 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined contribution plan, employer contributions | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.5 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash payments for: | |||||
Interest paid | $ 183 | $ 121 | $ 658 | $ 47 | |
Income tax paid | 1 | 100 | 978 | 313 | |
Non-cash Operating Activities: | |||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 2,187 | 4,008 | 0 | |
Total non-cash operating activities | 0 | 2,187 | 4,008 | 0 | |
Non-cash Investing Activities: | |||||
Unpaid property and equipment received | 383 | 797 | 805 | 166 | |
Unpaid balance related to the Trutouch Asset Acquisition | 0 | 500 | |||
Total non-cash investing activities | (674) | (1,297) | 805 | 666 | |
Non-cash Financing Activities: | |||||
Conversion of convertible debt and accrued interest to ordinary shares | 181,404 | 0 | |||
Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares | 206,888 | 0 | |||
Private Placement Warrants | 14,304 | 0 | |||
Public Warrants | 28,031 | 0 | |||
Issuance of ordinary shares in lieu of cash payment of transaction costs | 3,190 | 0 | |||
Forgiveness of PPP loan | $ 2,900 | 2,860 | 0 | ||
Unpaid deferred transaction costs | 349 | 4,722 | 1,034 | 0 | |
Issuance of ordinary shares related to the Trutouch Asset Acquisition | 0 | 2,298 | |||
Issuance of ordinary shares related to ELOC | 472 | 0 | |||
Total non-cash financing activities | 349 | 4,722 | $ 438,183 | $ 2,298 | |
Asset Acquisition, Amounts Not Yet Paid | 0 | 500 | |||
Debt Securities, Available-for-sale, Unrealized Loss | $ 291 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Convertible Notes Due 2026 - Convertible Notes $ in Millions | May 12, 2022 USD ($) |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 81.5 |
Debt Instrument, Interest Rate Scenario 2 | |
Subsequent Event [Line Items] | |
Debt Instrument, Interest Rate, Payable in Issuance of Additional Debt, Percentage | 6.25% |
Debt Instrument, Interest Rate, Payable in Cash, Percentage | 5.75% |
Debt instrument, stated percentage | 12% |
Debt Instrument, Interest Rate Scenario 1 | |
Subsequent Event [Line Items] | |
Debt instrument, stated percentage | 9.50% |