Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-37368 | ||
Entity Registrant Name | ADAPTIMMUNE THERAPEUTICS PLC | ||
Entity Incorporation, State or Country Code | X0 | ||
Entity Address, Address Line One | 60 Jubilee Avenue, Milton Park | ||
Entity Address, City or Town | Abingdon, Oxfordshire | ||
Entity Address, Country | GB | ||
Entity Address, Postal Zip Code | OX14 4RX | ||
City Area Code | 44 | ||
Entity Tax Identification Number | 00-0000000 | ||
Title of 12(b) Security | American Depositary Shares, each representing | ||
Local Phone Number | 1235 430000 | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Trading Symbol | ADAP | ||
Entity Common Stock, Shares Outstanding | 1,480,950,456 | ||
Entity Public Float | $ 191,284,091 | ||
Entity Central Index Key | 0001621227 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 1118 | ||
Auditor Location | Reading, United Kingdom |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 143,991,000 | $ 108,033,000 |
Marketable securities - available-for-sale debt securities (amortized cost of $2,940 and $97,501) net of allowance for expected credit losses of $0 and $0 | 2,947,000 | 96,572,000 |
Accounts receivable, net of allowance for expected credit losses of $0 and $0 | 821,000 | 7,435,000 |
Other current assets and prepaid expenses | 59,793,000 | 43,330,000 |
Total current assets | 207,552,000 | 255,370,000 |
Restricted cash | 3,026,000 | 1,569,000 |
Operating lease right-of-use assets, net of accumulated amortization of $13,220 and $9,470 | 20,762,000 | 18,019,000 |
Property, plant and equipment, net of accumulated depreciation of $46,020 and $38,588 | 50,946,000 | 53,516,000 |
Intangible assets, net of accumulated amortization of $5,155 and $4,676 | 330,000 | 442,000 |
Total assets | 282,616,000 | 328,916,000 |
Current liabilities | ||
Accounts payable | 8,128,000 | 4,753,000 |
Operating lease liabilities, current | 5,384,000 | 2,728,000 |
Accrued expenses and other current liabilities | 30,303,000 | 31,215,000 |
Restructuring provision | 2,285,000 | |
Deferred revenue, current | 28,973,000 | 23,520,000 |
Total current liabilities | 72,788,000 | 64,501,000 |
Operating lease liabilities, non-current | 19,851,000 | 20,349,000 |
Deferred revenue, non-current | 149,060,000 | 160,892,000 |
Other liabilities, non-current | 1,404,000 | 1,296,000 |
Total liabilities | 243,103,000 | 247,038,000 |
Stockholders' equity | ||
Common stock - Ordinary shares par value £0.001, 1,702,760,280 authorized and 1,363,008,102 issued and outstanding (2022: 1,282,773,750 authorized and 987,109,890 issued and outstanding) | 1,865,000 | 1,399,000 |
Additional paid in capital | 1,064,569,000 | 990,656,000 |
Accumulated other comprehensive loss | (3,748,000) | (875,000) |
Accumulated deficit | (1,023,173,000) | (909,302,000) |
Total stockholders' equity | 39,513,000 | 81,878,000 |
Total liabilities and stockholders' equity | $ 282,616,000 | $ 328,916,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Marketable securities - amortized cost | $ 2,940,000 | $ 97,501,000 |
Marketable securities - Net of allowance for expected credit losses | 0 | 0 |
Allowance for expected credit losses | 0 | 0 |
Operating lease right-of-use assets, accumulated amortization | 13,220,000 | 9,470,000 |
Property, plant and equipment, accumulated depreciation | 46,020,000 | 38,588,000 |
Intangibles, accumulated amortization | $ 5,155,000 | $ 4,676,000 |
Common stock, shares authorized | shares | 1,702,760,280 | 1,282,773,750 |
Common stock, shares issued | shares | 1,363,008,102 | 987,109,890 |
Common stock, shares outstanding | shares | 1,363,008,102 | 987,109,890 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenue | $ 60,281 | $ 27,148 | $ 6,149 |
Operating expenses | |||
Research and development | (126,509) | (127,726) | (111,090) |
General and administrative | (73,513) | (63,387) | (57,305) |
Total operating expenses | (200,022) | (191,113) | (168,395) |
Operating loss | (139,741) | (163,965) | (162,246) |
Interest income | 5,964 | 1,542 | 1,095 |
Gain on bargain purchase | 22,049 | ||
Other income (expense), net | (807) | (536) | 3,852 |
Loss before income tax expense | (112,535) | (162,959) | (157,299) |
Income tax expense | (1,336) | (2,497) | (791) |
Net loss attributable to ordinary shareholders | $ (113,871) | $ (165,456) | $ (158,090) |
Net loss per ordinary share | |||
Basic (in dollars per share) | $ (0.09) | $ (0.17) | $ (0.17) |
Diluted (in dollars per share) | $ (0.09) | $ (0.17) | $ (0.17) |
Weighted average shares outstanding: | |||
Basic (in shares) | 1,206,440,978 | 967,242,403 | 934,833,017 |
Diluted (in shares) | 1,206,440,978 | 967,242,403 | 934,833,017 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (113,871) | $ (165,456) | $ (158,090) |
Other comprehensive (loss)/income, net of tax | |||
Foreign currency translation adjustments, net of tax of $0, and $0 | (37,921) | 60,421 | 5,808 |
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, net of tax of $0, and $0 | 34,112 | (49,581) | (6,435) |
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0, and $0 | 1,134 | (573) | (461) |
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, net of tax of $0 and $0 | (198) | (6) | |
Total comprehensive loss for the period | $ (116,744) | $ (155,189) | $ (159,184) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, tax | 0 | 0 | 0 |
Unrealized holding gains (losses) on available-for-sale debt securities, tax | 0 | 0 | 0 |
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, tax | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Total |
Balance at the beginning of the period, shares at Dec. 31, 2020 | 928,754,958 | ||||
Balance at the beginning of the period at Dec. 31, 2020 | $ 1,325 | $ 935,706 | $ (10,048) | $ (585,756) | $ 341,227 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 8 | 751 | $ 759 | ||
Issuance of shares upon exercise of stock options (in shares) | 5,723,646 | 5,723,646 | |||
Issue of shares under At The Market sales agreement, net of commission and expenses | $ 4 | 2,525 | $ 2,529 | ||
Issue of shares under At The Market sales agreement, net of commission and expenses (in shares) | 3,069,330 | ||||
Other comprehensive loss (gain) | (1,094) | (1,094) | |||
Share-based compensation expense | 20,629 | 20,629 | |||
Net loss | (158,090) | (158,090) | |||
Balance at the end of the period at Dec. 31, 2021 | $ 1,337 | 959,611 | (11,142) | (743,846) | 205,960 |
Balance at the end of the period, shares at Dec. 31, 2021 | 937,547,934 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 8 | 42 | $ 50 | ||
Issuance of shares upon exercise of stock options (in shares) | 5,823,534 | 5,823,534 | |||
Issue of shares under At The Market sales agreement, net of commission and expenses | $ 54 | 12,763 | $ 12,817 | ||
Issue of shares under At The Market sales agreement, net of commission and expenses (in shares) | 43,738,422 | ||||
Other comprehensive loss (gain) | 10,267 | 10,267 | |||
Share-based compensation expense | 18,240 | 18,240 | |||
Net loss | (165,456) | (165,456) | |||
Balance at the end of the period at Dec. 31, 2022 | $ 1,399 | 990,656 | (875) | (909,302) | $ 81,878 |
Balance at the end of the period, shares at Dec. 31, 2022 | 987,109,890 | 987,109,890 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 18 | 238 | $ 256 | ||
Issuance of shares upon exercise of stock options (in shares) | 14,614,410 | 14,614,410 | |||
Issue of shares under At The Market sales agreement, net of commission and expenses | $ 5 | 619 | $ 624 | ||
Issue of shares under At The Market sales agreement, net of commission and expenses (in shares) | 3,854,496 | ||||
Issuance of shares upon acquisition of TCR2 | $ 443 | 60,320 | 60,763 | ||
Issuance of shares upon acquisition of TCR2 (in shares) | 357,429,306 | ||||
Other comprehensive loss (gain) | (2,873) | (2,873) | |||
Share-based compensation expense | 12,736 | 12,736 | |||
Net loss | (113,871) | (113,871) | |||
Balance at the end of the period at Dec. 31, 2023 | $ 1,865 | $ 1,064,569 | $ (3,748) | $ (1,023,173) | $ 39,513 |
Balance at the end of the period, shares at Dec. 31, 2023 | 1,363,008,102 | 1,363,008,102 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (113,871,000) | $ (165,456,000) | $ (158,090,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 9,453,000 | 5,266,000 | 5,630,000 |
Amortization | 387,000 | 809,000 | 937,000 |
Gain on bargain purchase | (22,049,000) | ||
Share-based compensation expense | 11,773,000 | 18,240,000 | 20,629,000 |
Unrealized foreign exchange losses/(gains) | 198,000 | (2,438,000) | 540,000 |
(Accretion)/amortization on available-for-sale debt securities | (1,986,000) | 2,525,000 | 5,276,000 |
Other | 167,000 | 816,000 | 1,173,000 |
Changes in operating assets and liabilities: | |||
Increase in receivables and other operating assets | (1,291,000) | (9,813,000) | (19,358,000) |
(Decrease)/increase in payables and other current liabilities | (9,087,000) | 4,408,000 | 4,207,000 |
Decrease in deferred revenue | (14,574,000) | 3,874,000 | 149,785,000 |
Net cash used in operating activities | (140,880,000) | (141,769,000) | 10,729,000 |
Cash flows from investing activities | |||
Acquisition of property, plant and equipment | (4,681,000) | (29,496,000) | (8,574,000) |
Acquisition of intangible assets | (199,000) | (244,000) | (207,000) |
Cash from acquisition of TCR2 Therapeutics Inc. | 45,264,000 | ||
Maturity or redemption of marketable securities | 210,983,000 | 166,994,000 | 224,343,000 |
Investment in marketable securities | (75,953,000) | (48,117,000) | (139,762,000) |
Other | 1,124,000 | ||
Net cash provided by investing activities | 176,538,000 | 89,137,000 | 75,800,000 |
Cash flows from financing activities | |||
Proceeds from issuance of common stock from offerings, net of commissions and issuance costs | 624,000 | 12,817,000 | 2,529,000 |
Proceeds from exercise of stock options | 256,000 | 50,000 | 759,000 |
Net cash provided by financing activities | 880,000 | 12,867,000 | 3,288,000 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | 877,000 | (2,299,000) | 365,000 |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 37,415,000 | (42,064,000) | 90,182,000 |
Cash, cash equivalents and restricted cash at start of period | 109,602,000 | 151,666,000 | 61,484,000 |
Cash, cash equivalents and restricted cash at end of period | 147,017,000 | 109,602,000 | 151,666,000 |
Supplemental cash flow information | |||
Interest received | 4,748,000 | 5,149,000 | 7,765,000 |
Accretion/(amortization) on available-for-sale debt securities | (1,986,000) | 2,525,000 | 5,276,000 |
Income taxes paid | $ (4,000,000) | $ (630,000) | $ (535,000) |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General | |
General | Note 1 — General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX, United Kingdom. Adaptimmune Therapeutics plc and its subsidiaries (collectively “Adaptimmune” or the “Company”) is a clinical-stage biopharmaceutical company primarily focused on providing novel cell therapies to people with cancer. The Company is The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage of clinical development including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical programs, the need to obtain marketing approval for its cell therapies, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of its cell therapies, the need to develop a reliable commercial manufacturing process, the need to commercialize any cell therapies that may be approved for marketing, and protection of proprietary technology. If the Company does not successfully commercialize any of its cell therapies , it will be unable to generate product revenue or achieve profitability. The Company had an accumulated deficit of |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies (a) Basis of presentation The Consolidated Financial Statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to revenue recognition, estimation of the incremental borrowing rate for operating leases, and valuation allowances relating to deferred tax assets. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. Although the financial statements have been prepared on a going concern basis, if the Company fails to obtain sufficient additional financing in future, this may raise substantial doubt over the Company’s ability to continue as a going concern in future reporting periods. (d) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the Consolidated Statement of Operations. The Company’s U.K. subsidiary has an intercompany loan balance in U.S dollars payable to the ultimate parent company, Adaptimmune Therapeutics plc. Beginning on July 1, 2019, the intercompany loan was considered of a long-term investment nature as repayment is not planned or anticipated in the foreseeable future. It is Adaptimmune Therapeutics plc’s intent not to request payment of the intercompany loan for the foreseeable future. The foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature are reported within other comprehensive (loss) income, net of tax. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive (loss) income. Foreign exchange losses for the years ended December 31, 2023 and 2022, of $807,000 and $536,000 and foreign exchange gains of $3,852,000, for the year ended December 31, 2021, respectively, are included within Other (expense) income, net in the Consolidated Statement of Operations. (e) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 4, Financial Instruments. (f) Accumulated other comprehensive (loss) income The Company reports foreign currency translation adjustments and the foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature within Other comprehensive (loss) income. Unrealized gains and losses on available-for-sale debt securities are also reported within Other comprehensive (loss) income until a gain or loss is realized, at which point they are reclassified to Other (expense) income, net in the Consolidated Statement of Operations. The following table shows the changes in Accumulated other comprehensive (loss) income (in thousands): Accumulated Accumulated Total foreign unrealized accumulated currency (losses) gains on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2021 $ (10,158) $ 110 $ (10,048) Foreign currency translation adjustments 5,808 — 5,808 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (6,435) — (6,435) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (461) (461) Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 — (6) (6) Balance at December 31, 2021 $ (10,785) $ (357) $ (11,142) Foreign currency translation adjustments 60,421 — 60,421 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (49,581) — (49,581) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (573) (573) Balance at December 31, 2022 $ 55 $ (930) $ (875) Foreign currency translation adjustments (37,921) — (37,921) Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 34,112 — 34,112 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 1,134 1,134 Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 — (198) (198) Balance at December 31, 2023 $ (3,754) $ 6 $ (3,748) The following amounts were reclassified out of Other comprehensive (loss) income (in thousands): Amount reclassified Year ended Year ended Year ended December 31, December 31, December 31, Affected line item in Component of accumulated other comprehensive income 2023 2022 2021 the Statement of Operations Unrealized gains on available-for-sale securities Reclassification adjustment for gains on available-for-sale debt securities $ (198) $ — $ (6) Other (expense) income, net (g) Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances, commercial paper and corporate debt securities with maturities of three months or less at acquisition and short deposits with maturities of three months or less. The Company’s restricted cash consists primarily of cash providing security for letters of credit in respect of lease agreements and credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2023 2022 Cash and cash equivalents $ 143,991 $ 108,033 Restricted cash 3,026 1,569 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 147,017 $ 109,602 (h ) Available-for-sale debt securities As of December 31, 2023, the Company has the following investments in available-for-sale debt securities, (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Corporate debt securities Less than 3 months $ 1,601 $ — $ (1) $ 1,600 $ 1,601 $ — $ (1) $ 1,600 Available-for-sale debt securities: Corporate debt securities 3 months to 1 year $ 2,940 $ 7 $ — $ 2,947 $ 2,940 $ 7 $ — $ 2,947 As of December 31, 2022, the Company had the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 45,386 $ — $ (72) $ 45,314 U.S. Treasury securities Less than 3 months 5,953 1 — 5,954 Agency bonds 3 months to 1 year 5,008 — (154) 4,854 Corporate debt securities 3 months to 1 year 41,154 — (704) 40,450 $ 97,501 $ 1 $ (930) $ 96,572 At December 31, 2023, the Company has classified all of its available-for-sale debt securities as current assets on the accompanying Consolidated Balance Sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of Other comprehensive (loss) income, net of tax. Realized gains and losses are included in Other income (expense), net. Interest income and amortization of premiums and discounts at acquisition are included in Interest income. In the year ended December 31, 2023, 2022 and 2021 proceeds from the maturity or redemption of available-for-sale debt securities were At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other (expense) income, net when they are identified. The aggregate fair value (in thousands) and number of securities held by the Company (including those classified as cash equivalents) in an unrealized loss position as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 December 31, 2022 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities in a continuous loss position for 12 months or longer: Corporate debt securities $ — — $ — $ 74,481 16 $ (679) Agency bond — — — 4,854 1 (154) Marketable securities in a continuous loss position for less than 12 months: Corporate debt securities $ 1,600 1 $ (1) $ 11,283 2 $ (97) $ 1,600 1 $ (1) $ 90,618 19 $ (930) As of December 31, 2023 and 2022, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position. This is because the unrealized losses are not severe, do not represent a significant proportion of the total fair market value of the investments and all securities have an investment-grade credit rating. Furthermore, the Company does not intend to sell the debt security in an unrealized loss position, and it is unlikely that the Company will be required to sell the security before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. (i) Accounts receivable Accounts receivable include amounts billed to customers and accrued receivables where only the passage of time is required before payment of amounts due. Management analyses current and past due accounts and determines if an allowance for credit losses is required based on collection experience, credit worthiness of customers and other relevant information. As of December 31, 2023 and 2022, no allowance for expected credit losses is recognized on the basis that the possibility of credit losses arising on its receivables is considered to be remote. The process of estimating credit losses involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. (j) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. The Company assesses whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (k) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (l) Intangibles Intangibles primarily include acquired software licenses and third party software in development, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (m) Leases The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases. Operating lease right-of-use (ROU) assets and operating lease liabilities recognized in the Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it is assumed that the lease will be terminated. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which the obligation occurs. At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease agreements. The ROU asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs. The Company has operating leases in relation to property for office and research facilities. All of the leases have termination options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term without activation of termination options is to 2041. In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, United Kingdom and in February 2018 the Company entered into the lease for that facility. The term of the lease expires on October 23, 2041, with termination options exercisable by the Company in October 2031 and October 2036. In September 2015, the Company entered into an agreement for a 25-year In July 2015, the Company entered into a 15-year 123 months In August 2021, the Company entered into a two-year On June 1, 2023, as part of the acquisition of TCR 2 The Company has elected not to recognize an ROU asset and lease liability for short-term leases. A short-term lease is a lease with a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within Research and development and General and administrative expenses in the Consolidated Statement of Operations. The operating lease cash flows are categorized under Net cash used in operating activities in the Consolidated Statement of Cash Flows. (n) Segmental reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and the senior leadership team (comprising the Executive Team members and three senior vice presidents), manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. (o) Revenue Revenue is recognized so as to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The application of these steps to our collaboration agreements is discussed in further detail by agreement in Note 3. Variable consideration The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. The determination of whether a milestone is probable includes consideration of the following factors: · whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies or the customer; · whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; · whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and · the complexity and inherent uncertainty underlying the achievement of the milestone. Percentage of completion The determination of the percentage of completion requires the Company to estimate the costs-to-complete the project. The Company makes a detailed estimate of the costs-to-complete, which is re-assessed every reporting period based on the latest project plan and discussions with project teams. If a change in facts or circumstances occurs, the estimate will be adjusted and the revenue will be recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate would be recognized as an adjustment to revenue in the period in which the change in estimate occurs. Contract assets and liabilities The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue (contract liability) when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. Changes in deferred revenue typically arise due to: ● adjustments arising from a change in the estimate of the cost to complete the project, which results in a cumulative catch-up adjustment to revenue that affects the corresponding contract asset or deferred revenue; ● a change in the estimate of the transaction price due to changes in the assessment of whether variable consideration is constrained because it is not considered probable of being received; ● the recognition of revenue arising from deferred revenue; and ● the reclassification of amounts to receivables when a right to consideration to becomes unconditional. A change in the estimate of variable consideration constrained (for example, if a development milestone becomes probable of being received) could result in a significant change in the revenue recognized and deferred revenue. (p) Research and development expenditures Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the Consolidated Statement of Operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company recognized a credit in relation to in-process R&D of $1,840,000 in the year ended December 31, 2023, and expensed $2,316,000 and $889,000 in the years ended December 31, 2022 and 2021, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. As a company that carries out extensive research and development activities, Adaptimmune Limited is able to surrender the trading losses that arise from its qualifying research and development activities for a payable tax credit. Reimbursable R&D tax and expenditure credits were $15,542,000, $30,226,000, and $34,082,000 in the years ended December 31, 2023, 2022 and 2021, respectively. (q) Share-based compensation The Company awards certain employees options over the ordinary shares of the parent company. The cost of share-based awards issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period. The fair value of the options is determined using the Black-Scholes option-pricing model. Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. (r) Retirement benefits The Company operates defined contribution pension schemes for its directors and employees. The contributions to this scheme are expensed to the Consolidated Statement of Operations as they fall due. The pension contributions for the years ended December 31, 2023, 2022, and 2021 were (s) Interest income Interest income arises on cash, cash equivalents and available-for-sale debt securities and is net of amortization (accretion) of the premium (discount) on purchase of the debt securities of ($1,986,000), $2,525,000, and $5,276,000 in the years ended December 31, 2023, 2022 and 2021, respectively. (t) Income taxes Income taxes for the period comprise current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items occurring during the year recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates and for operating loss and tax credit carryforwards. A valuation allowance is provided to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company evaluates the realizability of its deferred tax assets and adjusts the amount of the valuation allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of income, carryback availability, reversing taxable temporary differences and available tax-planning strategies that could be implemented to realize the deferred tax assets. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. We recognize potential accrued interest and penalties related to income taxes within the Consolidated Statement of Operations as income tax expense. (u) Loss per share Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares that were outstanding during the period. Potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce diluted loss per share. The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Numerator for basic and diluted loss per share Net loss $ (113,871) $ (165,456) $ (158,090) Net loss attributable to shareholders used for basic and diluted EPS calculation $ (113,871) $ (165,456) $ (158,090) Denominator for basic and diluted loss per share We |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | Note 3 — Revenue Revenue comprises the following categories (in thousands): Year ended December 31, 2023 2022 2021 Development revenue $ 60,281 $ 27,148 $ 6,149 $ 60,281 $ 27,148 $ 6,149 Deferred revenue decreased by $6,379,000 from $184,412,000 at December 31, 2022 to $178,033,000 at December 31, 2023 primarily due to $59,072,000 of revenue recognized in the year that was included in opening deferred revenue. This was offset by a $7,174,000 increase caused by the change in the exchange rate between pounds sterling and the U.S. dollar from £1.00 to $1.21 at December 31, 2022 to £1.00 to $1.27 at December 31, 2023, by additional payments of $15,000,000 received under the Genentech Collaboration and License Agreement in November 2023, and by payments of $9,613,000, $3,727,000 and $15,226,000 from GSK in the second, third and fourth quarters of 2023, respectively. Deferred revenue decreased by $15,010,000 from $199,422,000 at December 31, 2021 to $184,412,000 at December 31, 2022 primarily due to a $20,601,000 decrease caused by the change in the exchange rate between pounds sterling and the U.S. dollar from £1.00 to $1.35 at December 31, 2021 to £1.00 to $1.21 at December 31, 2022 and due to $17,648,000 of revenue recognized during the period. This was offset by a $20,000,000 additional payment received under the Genentech Collaboration and License Agreement in December 2022. The aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements as of December 31, 2023, was $312,747,000. The Genentech Collaboration and License Agreement On September 3, 2021, the Company entered into a Strategic Collaboration and License Agreement with Genentech, Inc. and F. Hoffman-La Roche Ltd, which became effective on October 19, 2021 upon expiry or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the Agreement, Genentech and Adaptimmune (each, a “party” and together, the “parties”) will collaborate to develop two types of allogeneic T-cell therapies: (i) “off-the-shelf” αβ T-cell therapies directed to initial collaboration targets, with Genentech having the right to designate additional collaboration targets, up to five collaboration targets in total, and (ii) personalized therapies utilizing αβ T-cell receptors (TCRs) isolated from a patient, with such therapies being administered to the same patient. The parties will collaborate to perform a research program, initially during an eight year period (which may be extended for up to two additional two year terms at Genentech’s election upon payment of an extension fee for each two-year term), to develop the cell therapies, following which Genentech will determine whether to further develop and commercialize such therapies. Under the Agreement, Adaptimmune exclusively licenses Genentech certain intellectual property rights it controls to enable Genentech to research, develop, manufacture and commercialize (i) “off-the-shelf” T-cell therapies directed to the collaboration targets and (ii) personalized T-cell therapies developed within the scope of the Agreement, and Genentech is solely responsible for the clinical development and commercialization of any cell therapies arising from the collaboration. Adaptimmune will manufacture and supply cell therapies for Phase 1 trials of “off-the-shelf” T-cell therapies unless Genentech decides to assume responsibility for such manufacturing. Under the Agreement, Adaptimmune is also subject to certain restrictions on its ability to further develop and commercialize certain cell therapies. In particular restrictions apply in relation to its ability to develop cell therapy products to nominated targets and to develop competing personalized cell therapies. This restriction does not prevent Adaptimmune from developing cell therapies to other targets or cell therapies containing different types of receptors. Under the terms of the Agreement, Adaptimmune will receive $150 million as an upfront payment, which was received in the fourth quarter of 2021. Adaptimmune may also receive: ● $150 million in additional payments spread over a period of 5 years from the effective date of the Agreement, unless the agreement is earlier terminated, of which milestones of $20 million and $15 million were received in the fourth quarters of 2022 and 2023, respectively; ● Research milestones of up to $50 million; ● Development milestones of up to $100 million in relation to the development of “off-the-shelf” T-cell therapies per collaboration target (unless Adaptimmune exercises its right to opt-in to receive a profit share) and up to $200 million in relation to the development of personalized T-cell therapies; ● Commercialization milestones of up to $1.1 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to opt-in to receive a profit share and assuming “off-the-shelf” T-cell therapies are developed to 5 targets) and for personalized T-cell therapies; and ● Net sales milestones of up to $1.5 billion for “off-the-shelf” T-cell therapies (unless Adaptimmune exercises its right to opt-in to receive a profit share and assuming “off-the-shelf” T-cell therapies are developed to 5 targets) and for personalized T-cell therapies. In addition, Adaptimmune will receive tiered royalties on net sales in the mid-single to low-double digits. Collaboration target designation fees apply if Genentech exercises its right to designate additional “off-the-shelf” collaboration targets up to a maximum of 5 targets. Adaptimmune also has a right to opt-in to receive a profit share and to co-promote “off-the-shelf” T-cell therapies. If Adaptimmune elects to opt in, then Adaptimmune will be eligible to share 50 percent of profits and losses from U.S. sales on such products and to receive up to $800 million in ex-U.S. regulatory and sales-based milestone payments, as well as royalties on ex-U.S. net sales. The payments to the Company under the contract are typically due upon achievement of milestones, when rights are exercised by Genentech or on achievement of specific events for the additional payments, and within standard payment terms. The contract does not include a significant financing component. The parties can terminate the Agreement in the event of material breach or insolvency of the other party. Genentech is entitled to terminate the Agreement in its entirety, on a product-by-product basis or collaboration target by collaboration target basis on provision of 180 days notice. Either party may terminate the Agreement on written notice in the event that the US Federal Trade Commission or US Department of Justice seeks a preliminary injunction under applicable antitrust laws against the parties or where HSR clearance has not occurred within 180 days of the effective date of the Agreement. The Agreement became effective on October 19, 2021 upon expiry of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Company has assessed the agreement under the provisions of ASC 606, Revenue from Contracts with Customers and ASC 808, Collaborative Arrangements. The Company determined that Genentech is a customer and has applied the provisions of ASC 606 to the contract and related performance obligations. The Company identified the following performance obligations under the agreement: (i) research services and rights granted under the licenses for each of the initial ‘off-the-shelf’ collaboration targets, (ii) research services and rights granted under the licenses for the personalized therapies, (iii) material rights relating to the option to designate each of the additional ‘off-the-shelf’ collaboration targets and (iv) material rights relating to the options to extend the research term. The Company began recognizing revenue for the performance obligations relating to the initial ‘off-the-shelf’ collaboration targets and the personalized therapies in 2021. The aggregate transaction price at inception of the agreement was $313.6 million comprising the $150 million upfront payment, $150 million of additional payments and $13.6 million of other consideration. The fees for extension of the research program, additional collaboration target designation fees, and future research, development and commercialization milestones are not considered probable as of December 31, 2023 and have not been included in the transaction price. The Company may also receive sales milestones and royalties for future sales of the therapies. These amounts have not been included within the transaction price as of December 31, 2023 because they are sales-based and would be recognized when the subsequent sales occur. The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered internal pricing objectives it used in negotiating the contract, together with internal data regarding the cost and margin of providing research services and market data from comparable arrangements. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company expects to satisfy the performance obligations relating to the initial ‘off-the-shelf’ collaboration targets and the personalized therapies as development progresses and recognizes revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company considers that this depicts the progress of the project, where the significant inputs would be internal project resources and third-party costs. The Company expects to satisfy the performance obligations relating to the material rights to designate additional ‘off-the-shelf’ collaboration targets from the point that the options are exercised and then as development progresses, in line with the initial ‘off-the-shelf’ collaboration targets, or at the point in time that the rights expire. The Company expects to satisfy the performance obligations relating to the material rights to extend the research term from the point that the options are exercised and then over period of the extension, or at the point in time that the rights expire. The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of December 31, 2023 was $275,185,000, of which $168,349,000 is allocated to the research services and rights granted for the initial ‘off-the-shelf’ collaboration targets, $87,359,000 is allocated to the research services and rights granted for the personalized therapies, $13,147,000 is allocated to the material rights to designate the additional ‘off-the-shelf’ collaboration targets, $5,064,000 is allocated to the material right for the first option to extend the research term and $1,266,000 is allocated to the material right for the option to extend the research term a second time. The Astellas Collaboration Agreement The Company and Universal Cells mutually agreed to terminate the Astellas Collaboration Agreement as of March 6, 2023 (the “Termination Date”). In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Collaboration Agreement ceased as of the Termination Date. There were no termination penalties in connection with the termination; however the Company is still entitled to receive reimbursement for research and development work performed up to and including a period of 30 days after the Termination Date. The Company originally satisfied the performance obligations relating to the three co-development targets as development progresses and recognized revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company originally determined that the performance obligations relating to the two independent Astellas targets would be recognized at a point-in-time, upon commencement of the licenses in the event of nomination of the target, since they were right-to-use licenses. The termination was accounted for as a contract modification on a cumulative catch-up basis. No performance obligations were identified as a result of the modification as there were no further goods or services to be provided by the Company and the modification resulted in the remaining unsatisfied and partially satisfied performance obligations under the collaboration becoming fully satisfied. The aggregate transaction price of the contract modification was $42,365,000 which included the remaining deferred income that had not been recognized as revenue as of the date of the modification and variable consideration from the remaining reimbursement income to be billed under the collaboration at the end of the 30 day period after the Effective Date. The transaction price of the modification was recognized in full in March 2023 and there is no remaining transaction price allocated to performance obligations that are unsatisfied or partially satisfied under, no remaining deferred income relating to, the agreement as of December 31, 2023. The GSK Collaboration and License Agreement The GSK Collaboration and License Agreement consisted of multiple performance obligations, including the development of a third target, which was the only performance obligation for which revenue was recognized in 2022. The collaboration was terminated by GSK in October 2022 (effective December 23, 2022). A further amendment to the collaboration agreement was entered into on December 19, 2022 for the deletion of certain provisions relating to GSK’s post termination manufacturing and supply obligations and payment of £5,000,000 by GSK to Adaptimmune. The aggregate transaction price of the contract modification was $6,500,000, which was recognized as revenue on the date of the modification. No revenue was recognized in relation to the GSK Collaboration and License Agreement in 2023. The GSK Termination and Transfer Agreement On April 6, 2023, the Company and GSK entered into a Termination and Transfer Agreement (the “Termination and Transfer Agreement”) regarding the return of rights and materials comprised within the PRAME and NY-ESO cell therapy programs. The parties will work collaboratively to ensure continuity for patients in ongoing lete-cel clinical trials forming part of the NY-ESO cell therapy program. As part of the agreement, sponsorship and responsibility for the ongoing IGNYTE and long-term follow-up (“LTFU”) trials relating to the NY-ESO cell therapy program will transfer to Adaptimmune. In return for this, Adaptimmune received an upfront payment of £7.5 million in June 2023 following the signing of the agreement and milestone payments of £3 million and £12 million in September 2023 and December 2023, respectively. Further milestone payments totaling £7.5 million will be due in relation to successive stages of transfer of the trials. The Company determined that GSK is a customer and has accounted for the agreement under ASC 606 Revenue from Contracts with Customers The aggregate transaction price at inception of the agreement was $37,335,000 comprising the total £30,000,000 upfront and milestone payments. No value was ascribed to non-cash consideration and there was no variable consideration identified. The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered the internal pricing objectives it used in negotiating the contract, together with internal data regarding the expected costs and a standard margin on those costs, for completing the trials. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company expects to satisfy the performance obligations over time from the point that sponsorship of the active trials that make up the trial transfers and then over the period that the trial is completed, based on the number of patients transferred and still actively enrolled to date on the trial at a given period-end relative to the total estimated periods of active patient enrollment over the estimated duration of the trial. The Company considers that this depicts the progress of the completion of the trials under the Termination and Transfer Agreement, as the status of patients on the trial is not directly affected by decisions that the Company might make relating to its own development of the NY-ESO cell therapy program. The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of December 31, 2023 was $37,562,000, of which $20,903,000 is allocated to the IGNYTE performance obligation and $16,659,000 is allocated to the LTFU performance obligation. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2023 | |
Financial instruments | |
Financial instruments | Note 4 — Financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, restricted cash, accounts receivable and accounts payable. Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2023 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2023 Assets classified as cash equivalents: Corporate debt securities $ 1,600 $ 1,600 $ — $ — Assets classified as available-for-sale debt securities: Corporate debt securities $ 2,947 2,947 $ — $ 2,947 $ 2,947 $ — $ — Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2022 are as follows (in thousands): Fair Value Measurements Using December 31, Level 1 Level 2 Level 3 2022 Assets classified as cash equivalents: Corporate debt securities $ 2,984 $ 2,984 $ — $ — Assets classified as available-for-sale debt securities: Corporate debt securities $ 85,764 $ 85,764 $ — $ — U.S. Treasury securities 5,954 — 5,954 — Agency bonds 4,854 — 4,854 — $ 96,572 85,764 10,808 — The Company estimates the fair value of available-for-sale debt securities and corporate debt securities classified as cash equivalents with the aid of a third-party valuation service, which uses actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observed market prices are not available (for example, securities with short maturities and infrequent secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates. Significant concentration of credit risk The Company held cash and cash equivalents of $143,990,614 , marketable securities of $2,947,000 and restricted cash of $3,027,000 as of December 31, 2023. The cash and cash equivalents and restricted cash are held with multiple banks and the Company monitors the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation in the United States and the U.K. Government Financial Services Compensation Scheme in the United Kingdom. The Company had three customers during the year-ended December 31, 2023, which are Genentech, Astellas and GSK. There were accounts receivable of $821,000 and $7,435,000 as of the years ended December 31, 2023 and 2022, respectively. The Company has been transacting with Genentech since October 2021 and GSK since 2014, during which time no credit losses have been recognized. Foreign exchange risk The Company is exposed to foreign exchange rate risk because it operates in the United Kingdom and the United States. Expenses are generally denominated in the currency in which the Company’s operations are located, which are the United Kingdom and the United States. However, the U.K.-based subsidiary incurs significant research and development costs in U.S. dollars and, to a lesser extent, Euros. The results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm the Company’s business in the future. Management seeks to minimize this exposure by maintaining currency cash balances at levels appropriate to meet foreseeable expenses in U.S. dollars and pounds sterling. To date, the Company has not used forward exchange contracts or other currency hedging products to manage exchange rate exposure, although it may do so in the future. The exchange rate as of December 31, 2023, the last business day of the reporting period, was £1.00 to $1.27. Interest rate risk Surplus cash and cash equivalents are invested in interest-bearing savings, money market funds, corporate debt securities and commercial paper from time to time. Investments in corporate debt securities are subject to fixed interest rates. The Company’s exposure to interest rate sensitivity is impacted by changes in the underlying U.K. and U.S. bank interest rates and the fair market value of its corporate debt securities will fall in value if market interest rates increase. Management believes that an immediate one percentage point change in interest rates would not have a material effect on the fair market value of our portfolio, and therefore does not expect the operating results or cash flows to be significantly affected by changes in market interest rates. |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2023 | |
Other current assets | |
Other current assets | Note 5 — Other current assets Other current assets consisted of the following (in thousands): December 31, December 31, 2023 2022 Research and development credits receivable $ 46,098 $ 30,162 Prepayments 9,954 9,472 Clinical materials 1,329 1,279 VAT receivable — 490 Other current assets 2,412 1,927 $ 59,793 $ 43,330 On January 19, 2024, a receipt of £24.2 million ($30.8 million) was received from HMRC relating to the Research and development credits receivable. |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment, net | |
Property, plant and equipment, net | Note 6 — Property, plant and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Computer equipment $ 4,014 $ 3,818 Laboratory equipment 33,951 30,173 Office equipment 1,009 925 Leasehold improvements 57,939 28,459 Assets under construction 53 28,729 96,966 92,104 Less accumulated depreciation (46,020) (38,588) $ 50,946 $ 53,516 Depreciation expense was $9,453,000, $5,266,000, and $5,630,000 for the years ended December 31, 2023, 2022 and 2021, respectively. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Intangible assets, net | Note 7 — Intangible assets, net Intangible assets, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Acquired software licenses $ 5,288 $ 4,930 Licensed IP rights – completed technology used in R&D 197 188 5,485 5,118 Less accumulated amortization (5,155) (4,676) $ 330 $ 442 Amortization expense was $366,000, $809,000 and $937,000 for the years ended December 31, 2023, 2022 and 2021 respectively. The estimated aggregate amortization expense expected to be recorded in respect of these assets for each of the five years ended 2028 is $216,000, $114,000, $13,000, $1,000 and $nil, respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating leases | |
Operating leases | Note 8 — Operating leases The following table shows the lease costs for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Lease cost: Operating lease cost $ 5,791 $ 4,367 Short-term lease cost 954 389 $ 6,745 $ 4,756 Year ended December 31, 2023 2022 Other information: Operating cash outflows from operating leases (in thousands) $ 5,863 $ 3,746 December 31, 2023 2022 Weighted-average remaining lease term - operating leases 5.4 years 6.9 years Weighted-average discount rate - operating leases 8.3% 6.8% The maturities of operating lease liabilities as of December 31, 2023 are as follows (in thousands): Operating leases 2024 $ 7,130 2025 5,583 2026 4,382 2027 5,578 2028 2,159 after 2028 5,545 Total lease payments 30,377 Less: Imputed interest (5,142) Present value of lease liability $ 25,235 The Company has operating leases in relation to property for office, manufacturing and research facilities. The maximum lease term without activation of termination options is to 2041. On June 1, 2023, as part of the acquisition of TCR 2 2 The third lease had a remaining lease term of less than 12 months as of June 1, 2023, and the Company elected not to recognize a lease liability or right-of-use asset as of June 1, 2023. The rent associated with this lease will be recognized on a straight-line basis over the remainder of the lease term. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 9 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued clinical and development expenditure $ 12,351 $ 16,749 Accrued employee expenses 13,226 8,232 VAT payable 1,398 — Other accrued expenditure 3,277 4,079 Other 51 2,155 $ 30,303 $ 31,215 |
Contingencies and commitments
Contingencies and commitments | 12 Months Ended |
Dec. 31, 2023 | |
Contingencies and commitments | |
Contingencies and commitments | Note 10 — Contingencies and commitments Leases Lease payments under operating leases as of December 31, 2023 and information about the Company’s lease arrangements are disclosed in Note 8. Capital commitments As of December 31, 2023, the Company had commitments for capital expenditure totaling $912,000 primarily relating to future payments relating to intangible assets such as software licenses, of which the Company expects to incur $550,000 within one year and $362,000 within one to three years. Commitments for clinical materials, clinical trials and contract manufacturing As of December 31, 2023, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, commercial activities, maintenance, and committed funding under the MD Anderson strategic alliance of up to $13,746,000, which the Company expects to incur $12,408,000 within one year, $1,268,000 within one to three years and $70,000 within three to five years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are contingent on enrollment in clinical trials and the activities required to be performed by the clinical sites. The Company’s subcontracted costs for clinical trials and contract manufacturing were $48,416,000, $54,689,000 and $33,744,000 for the years ended December 31, 2023, 2022, and 2021 respectively. MD Anderson Strategic Alliance On September 26, 2016, the Company announced that it had entered into a multi-year strategic alliance with The University of Texas MD Anderson Cancer Center (“MD Anderson”) designed to expedite the development of T-cell therapies for multiple types of cancer. The Company and MD Anderson are collaborating on a number of studies including clinical and preclinical development of the Company’s T-cell therapies and will collaborate on future clinical stage first and second generation T-cell therapies across a number of cancers. Under the terms of the agreement, the Company committed at least $19,644,000 to fund studies. Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance and the performance of set milestones by MD Anderson. The Company made an upfront payment of $3,412,000 to MD Anderson in the year ended December 31, 2017 and milestone payments of $2,326,000, $3,549,000, $454,000 and $2,326,000 in the years ended December 31, 2018, 2020, 2021 and 2022, respectively. The Company is obligated to make further payments to MD Anderson as certain milestones are achieved. These costs are expensed to research and development as MD Anderson renders the services under the strategic alliance. The agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for, amongst other things, material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically. Universal Cells Research, Collaboration and License Agreement and Co-development and Co-commercialization agreement On November 25, 2015, the Company entered into a Research, Collaboration and License Agreement relating to gene editing and Human Leukocyte Antigen (“HLA”) engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company paid an upfront license and start-up fee of $2,500,000 to Universal Cells in November 2015, a milestone payment of $3,000,000 in February 2016 and further milestone payments of $200,000 and $900,000 were made in the year ended December 31, 2018 and 2017, respectively. The agreement was amended and re-stated as of January 13, 2020, primarily to reflect changes to the development plan agreed between the parties. The agreement was further amended as of July 22, 2022, primarily to make certain changes to development milestones and to agree on the status thereof, as agreed between the parties. Following the amendment, milestone payments of $500,000, $600,000 and $400,000 were made in the year ended December 31, 2022. No remaining milestones have been accrued as of December 31, 2023. The upfront license and start-up fee and milestone payments were expensed to Research and development when incurred. This Agreement was terminated by notice on January 27, 2023, effective 30 days following receipt of notice of termination. As a result of termination, all licenses between the parties to the Agreement ceased and each party was required to return all confidential information of the other party. Astellas Collaboration Agreement Under the Astellas Collaboration Agreement, described further in Note 3, if Adaptimmune had unilaterally developed a product with technology contributed by Astellas, Astellas could have been eligible to receive milestones and royalties relating to future commercialization and sales. As a result of the termination of the collaboration, Astellas no longer has the right to receive these milestones or royalties in future. Noile-Immune Collaboration Agreement On August 26, 2019, the Company entered into a collaboration and license agreement relating to the development of next-generation T-cell products with Noile-Immune. An upfront exclusive license option fee of $2,500,000 was paid to Noile-Immune in 2019. This was recognized within Research and Development in the Consolidated Statement of Operations for the year ended December 31, 2019. Under the agreement, development and commercialization milestone payments up to a maximum of $312,000,000 may be payable if all possible targets are selected and milestones achieved. Noile-Immune would also receive mid-single-digit royalties on net sales of resulting products. Alpine Collaboration Agreement On May 14, 2019, the Company entered into a Collaboration Agreement relating to the development of next-generation T-cell products with Alpine. The Company paid an upfront exclusive license option fee of $2,000,000 to Alpine in June 2019. Under the agreement, Adaptimmune will pay Alpine for ongoing research and development funding costs and development and commercialization milestone payments up to a maximum of $288,000,000 may be payable if all possible targets are selected and milestones achieved. The upfront payment of $2,000,000 and the payments for ongoing research was recognized within Research and development in the Consolidated Statement of Operations for the year ended December 31, 2019. A further payment of $1,000,000 was paid and recognized within Research and development in the Consolidated Statement of Operations for the year ended December 31, 2022. Alpine would also receive low single-digit royalties on worldwide net sales of applicable products. ThermoFisher License Agreement In 2012, the Company entered into a series of license and sub-license agreements with Life Technologies Corporation, part of ThermoFisher Scientific, Inc. (“ThermoFisher”) that provide the Company with a field-based license under certain intellectual property rights owned or controlled by ThermoFisher. The Company paid upfront license fees of $1,000,000 relating to the license and sublicense agreements and has an obligation to pay minimum annual royalties (in the tens of thousands of U.S. dollars prior to licensed product approval and thereafter at a level of 50% of running royalties in the previous year), milestone payments and a low single-digit running royalty payable on the net selling price of each licensed product. The upfront payment made in 2012 was expensed to research and development when incurred. Subsequent milestone payments have been recognized as an intangible asset due to the technology having alternative future use in research and development projects at the time of the payment. The minimum annual royalties have been expensed as incurred. In 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology. The Dynabeads® CD3/CD28 technology is designed to isolate, activate and expand human T-cells, and is being used in the manufacturing of the Company’s affinity enhanced T-cell therapies. The supply agreement runs until December 31, 2025. Under the supply agreement the Company is required to purchase its requirements for CD3/CD28 magnetic bead product from ThermoFisher for a period of 5 years. ThermoFisher has the right to terminate the supply agreement for material breach or insolvency. Regulatory Assay Development As part of the process of obtaining regulatory approval for its products, the Company has entered into various agreements for the development of assays for commercial supply, some of which have milestone or other payments that trigger on or after regulatory approval is received from the FDA, and upon the occurrence of future sales or commercial usage of the respective assay. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' equity | |
Stockholders' equity | Note 11 — Stockholders’ equity Ordinary shares Subject to any other provisions of our articles of association and without prejudice to any special rights, privileges or restrictions as to voting attached to any shares forming part of our share capital, the voting rights of shareholders are as follows. On a show of hands, each shareholder present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders entitled to vote on a resolution has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in person or by proxy or (being a corporation) by a duly authorized representative has one vote for each share held by the shareholder. We are prohibited (to the extent specified by the Companies Act 2006) from exercising any rights to attend or vote at meetings in respect of any shares held by the Company as treasury shares. Subject to the Companies Act 2006 and the provisions of all other relevant legislation, we may by ordinary resolution declare dividends out of our profits available for distribution in accordance with the respective rights of shareholders but no such dividend shall exceed the amount recommended by the directors. If, in the opinion of the directors, our profits available for distribution justify such payments, the directors may from time to time pay interim dividends to the holders of any class of shares. Subject to any special rights attaching to or terms of issue of any shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. No dividend shall be payable to us in respect of any shares held by us as treasury shares (except to the extent permitted by the Companies Act 2006 and any other relevant legislation). As of December 31, 2023, Adaptimmune Therapeutics plc and Adaptimmune Limited have accumulated net losses and, accordingly, no profits available for distribution out of which to declare or pay dividends. Subject to any special rights attaching to or the terms of issue of any shares, on any winding-up of the Company our surplus assets remaining after satisfaction of our liabilities will be distributed among our shareholders in proportion to their respective holdings of shares and the amounts paid up on those shares. Effective from May 16, 2023, the Directors were generally authorized to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £327,921.00. Without prejudice to all prior existing authorities, effective from May 30, 2023, the Directors were generally authorized to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £380,600.712 in connection with the transactions contemplated by the 2 At-the-Market Offerings On April 8, 2022 the Company entered into a sales agreement with Cowen (the “Sales Agreement”) under which we may from time to time issue and sell ADSs representing our ordinary shares through Cowen in at-the-market “ATM” offerings for an aggregate offering price of up to $200 million. In the year ended December 31, 2023, the Company sold 642,416 ADSs under the Sales Agreement representing 3,854,496 ordinary shares resulting in net proceeds to the Company of $596,716 after deducting commissions payable under the Sales Agreement and estimated issuance costs. As of December 31, 2023, approximately $186,067,867 remained available for sale under the Sales Agreement. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-based compensation | |
Share-based compensation | Note 12 — Share-based compensation The Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016), (ii) the Adaptimmune Therapeutics plc 2015 Share Option Scheme (adopted on March 16, 2015) and (iii) the Adaptimmune Therapeutics plc Company Share Option Plan (adopted on March 16, 2015). The Adaptimmune Therapeutics plc Company Share Option Plan is a tax efficient option scheme intended to comply with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom, which provides for the grant of company share option plan (“CSOP”) options. Grants may not exceed the maximum value of £60,000 per participant for the shares under the option, which is a CSOP compliance requirement. Generally, the vesting dates for the options granted under these plans up to December 31, 2023 are 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years . However, the options granted to non-executive directors under the Adaptimmune Therapeutics plc 2015 Share Option Scheme vest and become exercisable as follows: Options granted to non-executive directors on May 11, 2015: Immediately on grant date Options granted to a non-executive director on June 23, 2016: 25% on the first Options granted to non-executive directors on August 11, 2016: 100% on the first Options granted to non-executive directors on November 28, 2016: 25% on the first Options granted to non-executive directors on July 3, 2017 100% on the first Options granted to non-executive directors on June 22, 2018: 100% on the first Options granted to a non-executive director on July 5, 2018: 25% on the first Options granted to non-executive directors on July 2, 2019: 100% on the first Options granted to non-executive directors on July 1, 2020: 100% on the first Options granted to non-executive directors on July 1, 2021: 100% on the first Options granted to non-executive directors on July 1, 2022: 100% on the first Options granted to non-executive directors on July 3, 2023: 100% on the first Options granted to a non-executive director on November 1, 2023: 25% on the first Effective from January 2018, the Company has also granted restricted stock unit style options (“RSU-style”). The RSU-style options over ordinary shares in Adaptimmune Therapeutics plc are granted under the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016). These options have an exercise price equal to the nominal value of an ordinary share, of £0.001 , and generally vest over four years , with 25% on the first, and each subsequent, anniversary of the grant date. Options granted under these plans are not subject to performance conditions. The contractual term of options granted under these plans is ten years . The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following its IPO plus an automatic annual increase of an amount equivalent to 4% of the issued share capital on each 30 June (or such lower number as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective from July 1, 2016. Prior to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three option schemes: (i) The Adaptimmune Limited Share Option Scheme was adopted on May 30, 2008. Under this scheme Enterprise Management Incentive (“EMI”) options (which are potentially tax-advantaged in the United Kingdom) have been granted (subject to the relevant conditions being met) to its employees who are eligible to receive EMI options under applicable U.K. tax law and unapproved options (which do not attract tax advantages) have been granted to its employees who are not eligible to receive EMI options, and to its Directors and consultants. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (ii) The Adaptimmune Limited 2014 Share Option Scheme was adopted on April 11, 2014. EMI options were granted (subject to the relevant conditions being met) under this scheme to our employees who are eligible to receive EMI options under applicable U.K. tax law. Unapproved options were granted to its employees who are not eligible to receive EMI options and to directors. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (iii) The Adaptimmune Limited Company Share Option Plan was adopted on December 16, 2014. This scheme allowed the grant of options to our eligible employees prior to the Company’s corporate reorganization in 2015. This scheme is a tax efficient option scheme and options were granted on December 19, 2014 and on December 31, 2014 to our part-time and full-time employees. As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over ordinary shares of Adaptimmune Limited were granted equivalent options on substantially the same terms over ordinary shares of Adaptimmune Therapeutics plc (“Replacement Options”) in exchange for the release of these options. The Company does not intend to grant any further options under these schemes. As of December 31, 2023, all the Replacement Options under the Adaptimmune Limited schemes have vested. The contractual life of options granted under these schemes is ten years . The following table shows the total share-based compensation expense included in the Consolidated Statements of Operations (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Research and development $ 3,061 $ 6,264 $ 9,052 General and administrative 8,712 11,976 11,577 $ 11,773 $ 18,240 $ 20,629 Year ended December 31, 2023 2022 2021 Number of options over ordinary shares granted 60,891,430 31,826,293 21,300,998 Weighted average fair value of ordinary shares options $ 0.12 $ 0.37 $ 0.70 Number of additional options with a nominal exercise price granted 27,375,252 24,248,424 17,765,778 Weighted average fair value of options with a nominal exercise price $ 0.27 $ 0.51 $ 0.97 The following table summarizes all stock option activity for the year ended December 31, 2023: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2023 152,539,089 £ 0.44 Changes during the period: Granted 88,266,682 £ 0.26 Exercised (14,614,410) £ 0.01 Expired (14,916,414) £ 0.54 Forfeited (20,124,772) £ 0.18 Outstanding at December 31, 2023 191,150,175 £ 0.41 6.4 £ 4,601 Exercisable at December 31, 2023 111,671,247 £ 0.57 4.8 £ 876 The following table summarizes information about stock options granted based on the market value at grant date which were outstanding as of December 31, 2023: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2023 112,477,463 £ 0.60 68 Changes during the period: Granted 60,891,430 £ 0.38 Exercised (2,318,712) £ 0.08 Expired (14,681,143) £ 0.55 Forfeited (8,698,923) £ 0.42 Outstanding at December 31, 2023 147,670,115 £ 0.53 5.9 £ 131 Exercisable at December 31, 2023 104,062,503 £ 0.61 4.7 £ 94 The following table summarizes information about RSU-style options which were outstanding as of December 31, 2023: Average remaining Aggregate contractual intrinsic value Options term (years) (thousands) Outstanding at January 1, 2023 40,061,626 8.4 8,014 Changes during the period: Granted 27,375,252 Exercised (12,295,698) Expired (235,271) Forfeited (11,425,849) Outstanding at December 31, 2023 43,480,060 8.1 £ 4,470 Exercisable at December 31, 2023 7,608,744 6.3 £ 782 There were 14,614,410, 5,823,534 and 5,723,646 share options exercised in the years ended December 31, 2023, 2022 and 2021 respectively. In the years ended December 31, 2023, 2022 and 2021 the total intrinsic value of stock options exercised was $2,527,000, $2,368,000 and $4,321,000, respectively and the cash received from exercise of stock options was $256,000, $50,000 and $759,000 respectively. The Company recognizes tax benefits arising on the exercise of stock options regardless of whether the benefit reduces current taxes. The tax benefit arising on the exercise of stock options was $541,000, $488,000 and $862,000 for the years ended December 31, 2023, 2022 and 2021 respectively. The Company satisfies the exercise of stock options through newly issued shares. Outstanding Exercisable Weighted- average Weighted- Weighted- Total share remaining average Total share average Exercise price options contractual life exercise price options exercise price £ 0.001 43,480,060 8.1 £ 0.00 7,608,744 £ 0.00 0.01 - 0.25 21,971,325 7.3 0.15 12,088,355 0.17 0.26 - 0.50 58,019,113 6.8 0.36 29,574,227 0.41 0.51 - 0.75 37,467,776 4.4 0.59 36,525,314 0.59 0.76 - 1.00 22,398,887 5.0 0.84 19,100,118 0.85 1.01 - 1.50 4,760,589 4.1 1.30 4,423,554 1.29 1.51 - 2.00 2,208,807 4.7 1.67 1,735,989 1.68 Over 2.00 843,618 6.0 3.94 614,946 4.05 Total 191,150,175 6.4 £ 0.41 111,671,247 £ 0.57 The fair value of the stock options granted during the period was calculated using the Black-Scholes option-pricing model using the following assumptions: Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Expected term 5 years 5 years 5 years Expected term (TCR 2 0.5 - 4 years — — Expected volatility 84-113% 99-101% 98-100% Risk free rate 3.27-4.52% 0.94-3.90% 0.00-0.61% Expected dividend yield 0% 0% 0% We do not have sufficient history to determine the expected life based on internal data and therefore the estimate is based on empirical data. For Replacement Options issued former to TCR 2 employees as part of the acquisition of TCR 2 the expected term of the options was adjusted to account for options that were already fully or partially vested on the grant date and for known factors that would impact the expected term such as redundancy post-acquisition. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Income taxes | Note 13 — Income taxes Loss before income tax expense is as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 U.S. $ (9,597) $ (3,245) $ 1,625 U.K. (102,938) (159,714) (158,924) Loss before income tax expense $ (112,535) $ (162,959) $ (157,299) The amount allocated to the U.S. includes the $22,049,000 gain on bargain purchase. The components of income tax expense are as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 United States: Federal $ 1,301 $ 2,492 $ 791 State and local 9 5 — U.K. 26 — — Total current tax expense 1,336 2,497 791 United States: Federal — — — State and local — — — U.K. — — — Total deferred tax expense — — — Total income tax expense $ 1,336 $ 2,497 $ 791 As of December 31, 2023 and 2022 the tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, 2023 2022 Deferred tax liabilities Property, plant and equipment $ (4,954) $ (3,486) Operating lease right-of-use assets (1,780) (1,529) Other (365) (251) Total (7,099) (5,266) Deferred tax assets Share-based compensation expense 15,039 16,963 Property, plant and equipment 391 — Intangible assets 1,392 1,324 Operating lease liabilities 2,556 1,958 Net operating loss and tax credit carryforwards 241,337 136,592 Capitalized research and development expenditure 37,699 8,409 Other 3,605 532 Total 302,019 165,778 Valuation allowance (294,920) (160,512) 7,099 5,266 Net deferred tax asset/(liability) $ (0) $ — The valuation allowance is primarily related to deferred tax assets for operating loss and tax credit carry-forwards and temporary differences relating to share-based compensation expense and research and development expenditure. Deferred tax assets have been recognized without a valuation allowance to the extent supported by reversing taxable temporary differences. A valuation allowance has been provided over the remaining deferred tax assets, which management considered are not more likely than not of being realized after weighing all available positive and negative evidence including cumulative losses in recent years and projections of future taxable losses. The movements in the deferred tax asset valuation allowance for the year ended December 31, 2023 and 2022 are as follows (thousands): 2023 2022 Valuation allowance at January 1, $ 160,512 $ 132,443 Valuation allowance for deferred tax assets acquired from TCR2 114,294 — Increase in valuation allowance through net loss 21,076 30,455 (Decrease)/increase in valuation allowance through other comprehensive loss (8,042) 9,836 Foreign currency translation adjustments 7,080 (12,222) Net change in the valuation allowance 134,408 28,069 Valuation allowance at December 31, $ 294,920 $ 160,512 Reconciliation of the U.K. statutory income tax rate, the income tax rate of the country of domicile of the Company, to the Company's effective income tax rate is as follows (in percentages): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 U.K. tax rate 23.5 % 19.0 % 19.0 % Tax-exempt reimbursable tax credits included within pretax Research and development expense 2.5 % 3.6 % 4.1 % Income not taxable 5.3 % — % — % Surrender of R&D expenditures for R&D tax credit refund (13.3) % (10.5) % (10.3) % Expenses not deductible (2.3) % (0.3) % (0.2) % Change in valuation allowances (18.9) % (18.8) % (31.8) % Change in tax rates — % — % 13.7 % Difference in tax rates 0.0 % 5.5 % 4.4 % R&D tax credits generated 3.1 % 2.1 % 2.0 % Other (1.0) % (2.1) % (1.4) % Effective income tax rate (1.1) % (1.5) % (0.5) % The Company is headquartered in the United Kingdom and has subsidiaries in the United Kingdom and the United States. The Company incurs tax losses in the United Kingdom. The U.K. corporate income tax rate for the year ended December 31, 2023 was 23.5% and for the years ended December 31, 2022 and 2021 it was 19% in each year. Adaptimmune LLC in the United States has generated taxable profits due to a service agreement between Adaptimmune LLC and the Company’s subsidiaries in the United Kingdom. The U.S. federal corporate income tax rate was 21% for the years ended December 31, 2023, 2022 and 2021, respectively. TCR 2 2 The United Kingdom’s Finance Act 2021, which was enacted on June 10, 2021, maintained the corporate income tax rate at 19% up until the year commencing April 1, 2023, at which point the rate rose to 25%. As of December 31, 2023, the Company used a 25% and 21% tax rate in respect of the measurement of deferred taxes existing in the U.K. and the U.S., respectively, which reflects the currently enacted tax rates and the anticipated timing of the reversing of the deferred tax balances. As of December 31, 2023, we do not have unremitted earnings in our U.S. subsidiaries. As of December 31, 2023, we had U.K. net operating loss carryforwards of approximately $563,883,000, U.K. expenditure credit carryforwards of $915,000, U.S. net operating loss carryforwards of approximately $366,609,000, U.S. tax credit carryforwards of $3,759,000 and U.S. capitalized research and development expenditure of $179,519,000. Unsurrendered U.K. net operating loss carryforwards can be carried forward indefinitely to be offset against future taxable profits; however, this is restricted to an annual £5,000,000 allowance in each standalone company or group and above this allowance, there will be a 50% restriction in the profits that can be covered by losses brought forward. U.K. tax credit carryforwards can be carried forward indefinitely to be offset against future tax liabilities of the company. Our tax returns are under routine examination in the U.K. and U.S. tax jurisdictions. The scope of these examinations includes, but is not limited to, the review of our taxable presence in a jurisdiction, our deduction of certain items, our claims for research and development credits, our compliance with transfer pricing rules and regulations and the inclusion or exclusion of amounts from our tax returns as filed. The Company is no longer subject to examinations by tax authorities for the tax years 2016 and prior in the U.K. and there are no ongoing enquiries in the U.K. However, U.K. net operating losses from the tax years 2016 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our U.K. income tax returns have been accepted by His Majesty’s Revenue and Customs through the period ended December 31, 2017. The Company is subject to examinations by taxing authorities in the United States for all tax years 2020 through 2023. We are also subject to audits by U.S. state taxing authorities where we have operations. Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or expected to be taken in a tax return because of uncertainties in the tax law. As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits. |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2023 | |
Geographic information | |
Geographic information | Note 14 — Geographic information Operations by geographic area Revenue represents recognized income from the Astellas Collaboration Agreement, the Genentech Collaboration and License Agreement, the GSK Collaboration and License Agreement and the GSK Termination and Transfer Agreement. All revenue was derived in the United Kingdom. Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands): December 31, December 31, 2023 2022 U.K. $ 40,988 $ 42,387 U.S. 30,720 29,148 Total long-lived assets (1) $ 71,708 $ 71,535 Major customers: During the year ended December 31, 2023, 73%, 26% and 1% of the Company’s revenues were generated from Astellas, Genentech and GSK, respectively. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring | |
Restructuring | Note 15 – Restructuring programs On November 8, 2022, the Company announced that in order to extend the Company’s cash runway, it was re-focusing the business on core programs and deprioritizing non-core programs and undertaking a restructuring of the Company including a headcount reduction to be completed in the first quarter of 2023. The redundancy process was completed in the first quarter of 2023 with a reduction of approximately 25% of global headcount. The redundancy packages to be paid to departing staff comprise a combination of contractual termination benefits, relating to payments that arise from terms of employment contracts and statutory redundancy pay, and one-time employee termination benefits that were provided or enhanced specifically for this redundancy process. Due to the structure of the redundancy scheme and the different employment regulations affecting the Company’s U.K. and U.S. employees, some of the expense associated with the one-time employee termination benefits were recognized over the remaining period of employee service to be rendered. Contractual termination benefits and other one-time employee termination benefits were expensed and recognized in the year ended December 31, 2022. All expenses have been recognized in General and administrative expenses in the Statement of Operations. The amounts expected to be incurred in relation to the redundancy program are as follows: One-time Contractual employee Total termination termination restructuring benefits benefits costs Cumulative amount incurred to December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Amount incurred in the year ended December 31, 2023 778 925 1,703 Total amount and cumulative amount incurred to December 31, 2023 $ 1,949 $ 2,039 $ 3,988 The table below is a summary of the changes in the restructuring provision in the consolidated balance sheets in the year ended December 31, 2023: One-time Contractual employee Total termination termination restructuring benefits benefits provision Provision at January 1, 2022 $ — $ — $ — Costs incurred and charged to General and administrative expenses 1,171 1,114 2,285 Provision at December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Costs incurred and charged to General and administrative expenses 670 947 1,617 Costs paid during the period (1,955) (2,041) (3,996) Adjustments to the liability 108 (22) 86 Effect of foreign exchange rates 6 2 8 Provision at December 31, 2023 $ — $ — $ — The costs incurred during the period includes the element of one-time employee termination benefits that was recognized over the remaining period of employee service. The costs incurred during the year ended December 31, 2023 also include an addition to the provision for costs incurred relating to termination benefits paid to the former Chief Commercial Officer, who left employment with the Company in the first quarter of 2023. No impairment losses were recognised as a result of the restructuring. TCR 2 post-acquisition senior leadership severance 2 2 The amounts incurred in relation to these redundancies in the year ended December 31, 2023, are as follows: Year ended December 31, 2023 Severance and other cash payments $ 5,655 Accelerated vesting of share-based compensation awards 1,032 Total and cumulative amount incurred to December 31, 2023 $ 6,687 The expense associated with the accelerated vesting of share-based compensation awards recognized in Research and development and General and administrative expenses in the Consolidated Statement of Operations was $0.2 million and $0.8 million, respectively. The table below is a summary of the changes in the liability in the Consolidated Balance Sheet in the year ended December 31, 2023: Liability Liability at June 1, 2023 $ 805 Costs incurred and charged to Research and development expenses 1,267 Costs incurred and charged to General and administrative expenses 4,388 Costs paid during the period (5,887) Liability at December 31, 2023 $ 573 The amounts included in the liabilities at December 31, 2023 and the cash paid during the period, include amounts relating to accrued payments to these employees for services provided prior to the acquisition of TCR 2 |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business combinations | |
Business combinations | Note 16 – Business combinations On March 6, 2023 the Company announced entry into a definitive agreement under which it would combine with TCR 2 2 2 The transaction was approved by the Company’s shareholders and TCR 2 2 2 2 2 2 The Company was identified as the acquirer, with TCR 2 The consideration transferred for TCR 2 2 2 pre-combination vesting. The table below summarizes the consideration transferred and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Consideration transferred: Fair value of 357,429,306 ordinary shares issued $ 60,763 Fair value of replacement options and RSU-style options granted attributable to pre-combination service: 963 Purchase consideration $ 61,726 Identifiable assets acquired and liabilities assumed: Assets acquired Cash and cash equivalents $ 43,610 Restricted cash 1,654 Marketable securities - available-for-sale debt securities 39,532 Other current assets and prepaid expenses 6,029 Property, plant and equipment 2,712 Operating lease right-of-use assets 5,145 Intangible assets 58 Total assets acquired $ 98,740 Liabilities assumed Accounts payable (6,210) Accrued expenses and other current liabilities (4,537) Operating lease liabilities, current (1,974) Operating lease liabilities, non-current (2,244) Total liabilities assumed $ (14,965) Net assets acquired and liabilities assumed $ 83,775 The fair value of the 357,429,306 ordinary shares issued to TCR 2 The assets acquired and liabilities assumed were measured based on management’s estimates of the fair value as of the acquisition date, excluding leases. The lease contracts acquired by the Company relate to the rental of office and manufacturing spaces in which TCR 2 2 The table below summarizes the calculation for the gain on bargain purchase, recognized in the Gain on bargain purchase line in the Consolidated Statement of Operations: Gain on bargain purchase Purchase consideration $ (61,726) Net assets acquired and liabilities assumed 83,775 Gain on bargain purchase $ 22,049 The transaction resulted in a gain on bargain purchase as the purchase consideration included in the agreement on March 6, 2023 comprising Company ADSs was based on a fixed ratio of 1.5117 of the Company’s ADSs to be issued for each TCR 2 2 Year ended Year ended December 31, 2023 December 31, 2022 Revenue $ 60,281 $ 27,148 Net loss (177,312) (301,879) The supplemental pro forma earnings for the year ended December 31, 2023 were adjusted to exclude the $22.0 million Gain on bargain purchase, the $7.3 million of acquisition-related costs recognized by the Company, as detailed below, and the $9.0 million of acquisition-related costs incurred by TCR 2 2 TCR 2 The Company incurred the following acquisition-related costs that were recognized as an expense in the nine months ended December 31, 2023: Legal, professional and accounting fees $ 5,174 Bankers' fees 2,172 Total acquisition-related costs $ 7,346 All acquisition-related costs that were recognized as an expense were recognized in General and administrative expenses in the Consolidated Statement of Operations. No issuance costs were incurred relating to the issuance of shares to TCR 2 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent events | |
Subsequent events | Note 17 – Subsequent events The Company has evaluated subsequent events from January 1, 2024 up to March 6, 2024. At-the-Market Offerings During the period from January 1, 2024 through March 6, 2024, we sold 18,750,000 ADSs under the Sales Agreement representing 112,500,000 ordinary shares resulting in net proceeds to the Company of $14,653,500 after deducting commissions payable under the Sales Agreement and estimated issuance costs. As of March 6, 2024, approximately $171,067,867 remained available for sale under the Sales Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The Consolidated Financial Statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. |
Use of estimates in interim financial statements | (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to revenue recognition, estimation of the incremental borrowing rate for operating leases, and valuation allowances relating to deferred tax assets. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Going concern | (c) Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. Although the financial statements have been prepared on a going concern basis, if the Company fails to obtain sufficient additional financing in future, this may raise substantial doubt over the Company’s ability to continue as a going concern in future reporting periods. |
Foreign currency | (d) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the Consolidated Statement of Operations. The Company’s U.K. subsidiary has an intercompany loan balance in U.S dollars payable to the ultimate parent company, Adaptimmune Therapeutics plc. Beginning on July 1, 2019, the intercompany loan was considered of a long-term investment nature as repayment is not planned or anticipated in the foreseeable future. It is Adaptimmune Therapeutics plc’s intent not to request payment of the intercompany loan for the foreseeable future. The foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature are reported within other comprehensive (loss) income, net of tax. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive (loss) income. Foreign exchange losses for the years ended December 31, 2023 and 2022, of $807,000 and $536,000 and foreign exchange gains of $3,852,000, for the year ended December 31, 2021, respectively, are included within Other (expense) income, net in the Consolidated Statement of Operations. |
Fair value measurements | (e) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 4, Financial Instruments. |
Accumulated other comprehensive (loss) income | (f) Accumulated other comprehensive (loss) income The Company reports foreign currency translation adjustments and the foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature within Other comprehensive (loss) income. Unrealized gains and losses on available-for-sale debt securities are also reported within Other comprehensive (loss) income until a gain or loss is realized, at which point they are reclassified to Other (expense) income, net in the Consolidated Statement of Operations. The following table shows the changes in Accumulated other comprehensive (loss) income (in thousands): Accumulated Accumulated Total foreign unrealized accumulated currency (losses) gains on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2021 $ (10,158) $ 110 $ (10,048) Foreign currency translation adjustments 5,808 — 5,808 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (6,435) — (6,435) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (461) (461) Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 — (6) (6) Balance at December 31, 2021 $ (10,785) $ (357) $ (11,142) Foreign currency translation adjustments 60,421 — 60,421 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (49,581) — (49,581) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (573) (573) Balance at December 31, 2022 $ 55 $ (930) $ (875) Foreign currency translation adjustments (37,921) — (37,921) Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 34,112 — 34,112 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 1,134 1,134 Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 — (198) (198) Balance at December 31, 2023 $ (3,754) $ 6 $ (3,748) The following amounts were reclassified out of Other comprehensive (loss) income (in thousands): Amount reclassified Year ended Year ended Year ended December 31, December 31, December 31, Affected line item in Component of accumulated other comprehensive income 2023 2022 2021 the Statement of Operations Unrealized gains on available-for-sale securities Reclassification adjustment for gains on available-for-sale debt securities $ (198) $ — $ (6) Other (expense) income, net |
Cash, cash equivalents and restricted cash | (g) Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances, commercial paper and corporate debt securities with maturities of three months or less at acquisition and short deposits with maturities of three months or less. The Company’s restricted cash consists primarily of cash providing security for letters of credit in respect of lease agreements and credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2023 2022 Cash and cash equivalents $ 143,991 $ 108,033 Restricted cash 3,026 1,569 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 147,017 $ 109,602 |
Available-for-sale debt securities | (h ) Available-for-sale debt securities As of December 31, 2023, the Company has the following investments in available-for-sale debt securities, (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Corporate debt securities Less than 3 months $ 1,601 $ — $ (1) $ 1,600 $ 1,601 $ — $ (1) $ 1,600 Available-for-sale debt securities: Corporate debt securities 3 months to 1 year $ 2,940 $ 7 $ — $ 2,947 $ 2,940 $ 7 $ — $ 2,947 As of December 31, 2022, the Company had the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 45,386 $ — $ (72) $ 45,314 U.S. Treasury securities Less than 3 months 5,953 1 — 5,954 Agency bonds 3 months to 1 year 5,008 — (154) 4,854 Corporate debt securities 3 months to 1 year 41,154 — (704) 40,450 $ 97,501 $ 1 $ (930) $ 96,572 At December 31, 2023, the Company has classified all of its available-for-sale debt securities as current assets on the accompanying Consolidated Balance Sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of Other comprehensive (loss) income, net of tax. Realized gains and losses are included in Other income (expense), net. Interest income and amortization of premiums and discounts at acquisition are included in Interest income. In the year ended December 31, 2023, 2022 and 2021 proceeds from the maturity or redemption of available-for-sale debt securities were At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other (expense) income, net when they are identified. The aggregate fair value (in thousands) and number of securities held by the Company (including those classified as cash equivalents) in an unrealized loss position as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 December 31, 2022 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities in a continuous loss position for 12 months or longer: Corporate debt securities $ — — $ — $ 74,481 16 $ (679) Agency bond — — — 4,854 1 (154) Marketable securities in a continuous loss position for less than 12 months: Corporate debt securities $ 1,600 1 $ (1) $ 11,283 2 $ (97) $ 1,600 1 $ (1) $ 90,618 19 $ (930) As of December 31, 2023 and 2022, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position. This is because the unrealized losses are not severe, do not represent a significant proportion of the total fair market value of the investments and all securities have an investment-grade credit rating. Furthermore, the Company does not intend to sell the debt security in an unrealized loss position, and it is unlikely that the Company will be required to sell the security before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. |
Accounts receivable | (i) Accounts receivable Accounts receivable include amounts billed to customers and accrued receivables where only the passage of time is required before payment of amounts due. Management analyses current and past due accounts and determines if an allowance for credit losses is required based on collection experience, credit worthiness of customers and other relevant information. As of December 31, 2023 and 2022, no allowance for expected credit losses is recognized on the basis that the possibility of credit losses arising on its receivables is considered to be remote. The process of estimating credit losses involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. |
Clinical materials | (j) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. The Company assesses whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Property, plant and equipment | (k) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Intangibles | (l) Intangibles Intangibles primarily include acquired software licenses and third party software in development, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Leases | (m) Leases The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases. Operating lease right-of-use (ROU) assets and operating lease liabilities recognized in the Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it is assumed that the lease will be terminated. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which the obligation occurs. At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease agreements. The ROU asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs. The Company has operating leases in relation to property for office and research facilities. All of the leases have termination options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term without activation of termination options is to 2041. In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, United Kingdom and in February 2018 the Company entered into the lease for that facility. The term of the lease expires on October 23, 2041, with termination options exercisable by the Company in October 2031 and October 2036. In September 2015, the Company entered into an agreement for a 25-year In July 2015, the Company entered into a 15-year 123 months In August 2021, the Company entered into a two-year On June 1, 2023, as part of the acquisition of TCR 2 The Company has elected not to recognize an ROU asset and lease liability for short-term leases. A short-term lease is a lease with a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within Research and development and General and administrative expenses in the Consolidated Statement of Operations. The operating lease cash flows are categorized under Net cash used in operating activities in the Consolidated Statement of Cash Flows. |
Segmental reporting | (n) Segmental reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and the senior leadership team (comprising the Executive Team members and three senior vice presidents), manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. |
Revenue | (o) Revenue Revenue is recognized so as to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The application of these steps to our collaboration agreements is discussed in further detail by agreement in Note 3. Variable consideration The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. The determination of whether a milestone is probable includes consideration of the following factors: · whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies or the customer; · whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; · whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and · the complexity and inherent uncertainty underlying the achievement of the milestone. Percentage of completion The determination of the percentage of completion requires the Company to estimate the costs-to-complete the project. The Company makes a detailed estimate of the costs-to-complete, which is re-assessed every reporting period based on the latest project plan and discussions with project teams. If a change in facts or circumstances occurs, the estimate will be adjusted and the revenue will be recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate would be recognized as an adjustment to revenue in the period in which the change in estimate occurs. Contract assets and liabilities The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue (contract liability) when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. Changes in deferred revenue typically arise due to: ● adjustments arising from a change in the estimate of the cost to complete the project, which results in a cumulative catch-up adjustment to revenue that affects the corresponding contract asset or deferred revenue; ● a change in the estimate of the transaction price due to changes in the assessment of whether variable consideration is constrained because it is not considered probable of being received; ● the recognition of revenue arising from deferred revenue; and ● the reclassification of amounts to receivables when a right to consideration to becomes unconditional. A change in the estimate of variable consideration constrained (for example, if a development milestone becomes probable of being received) could result in a significant change in the revenue recognized and deferred revenue. |
Research and development expenditures | (p) Research and development expenditures Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the Consolidated Statement of Operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company recognized a credit in relation to in-process R&D of $1,840,000 in the year ended December 31, 2023, and expensed $2,316,000 and $889,000 in the years ended December 31, 2022 and 2021, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. As a company that carries out extensive research and development activities, Adaptimmune Limited is able to surrender the trading losses that arise from its qualifying research and development activities for a payable tax credit. Reimbursable R&D tax and expenditure credits were $15,542,000, $30,226,000, and $34,082,000 in the years ended December 31, 2023, 2022 and 2021, respectively. |
Share-based compensation | (q) Share-based compensation The Company awards certain employees options over the ordinary shares of the parent company. The cost of share-based awards issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period. The fair value of the options is determined using the Black-Scholes option-pricing model. Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. |
Retirement benefits | (r) Retirement benefits The Company operates defined contribution pension schemes for its directors and employees. The contributions to this scheme are expensed to the Consolidated Statement of Operations as they fall due. The pension contributions for the years ended December 31, 2023, 2022, and 2021 were |
Interest income | (s) Interest income Interest income arises on cash, cash equivalents and available-for-sale debt securities and is net of amortization (accretion) of the premium (discount) on purchase of the debt securities of ($1,986,000), $2,525,000, and $5,276,000 in the years ended December 31, 2023, 2022 and 2021, respectively. |
Income taxes | (t) Income taxes Income taxes for the period comprise current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items occurring during the year recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates and for operating loss and tax credit carryforwards. A valuation allowance is provided to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company evaluates the realizability of its deferred tax assets and adjusts the amount of the valuation allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of income, carryback availability, reversing taxable temporary differences and available tax-planning strategies that could be implemented to realize the deferred tax assets. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. We recognize potential accrued interest and penalties related to income taxes within the Consolidated Statement of Operations as income tax expense. |
Loss per share | (u) Loss per share Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares that were outstanding during the period. Potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce diluted loss per share. The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Numerator for basic and diluted loss per share Net loss $ (113,871) $ (165,456) $ (158,090) Net loss attributable to shareholders used for basic and diluted EPS calculation $ (113,871) $ (165,456) $ (158,090) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share 1,206,440,978 967,242,403 934,833,017 The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Weighted average number of share options (1) 185,994,528 155,673,264 115,225,480 From January 1, 2024 through to March 4, 2024 the Company granted 37,097,688 options over ordinary shares with an exercise price determined by reference to the market value of an ADS at the closing rate on the last business day prior to the date of grant, and 26,984,352 options over ordinary shares with an exercise price equal to the nominal value of the ordinary shares (£0.001 per share). These grants have not been included in the figures above. |
Restructuring costs | (v) Restructuring costs Restructuring costs are comprised of amounts payable to employees because of redundancy related to restructuring programs. The Company classifies redundancy payments as either, contractual termination benefits if they relate to an ongoing benefit arrangement, including terms of employment contracts or termination benefits that arise from employment law in the relevant jurisdiction, or, one-time employee termination benefits if the benefits are not related to an ongoing benefit arrangement or represent a one-time enhancement to an ongoing benefit arrangement. benefits is recognized at the communication date. If employees are required to render services beyond the minimum retention period in order to receive the termination benefits, a liability is measured initially at the communication date based on the fair value of the liability as of the termination date and is recognized ratably over the required service period. |
New accounting pronouncements | (w ) New accounting pronouncements Adopted in the year ended December 31, 2023 Measurement of credit losses on financial instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit losses, which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted the guidance in the fiscal year beginning January 1, 2023. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. There was no material impact from the adoption of the guidance on the Company’s Consolidated financial statements. Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The Company adopted the guidance in the fiscal year beginning January 1, 2023. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Adoption of the new standard had no impact on the Company’s Consolidated financial statements upon transition. There was also no impact from adopting this standard on the acquisition accounting for TCR 2 To be adopted in future periods Improvements to Reportable Segment Disclosures Improves to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which improves income tax disclosures primarily relating to the rate reconciliation and income taxes paid information. This includes a tabular reconciliation using both percentages and reporting currency amounts, covering various tax and reconciling items, and disaggregated summaries of income taxes paid during the period. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company intends to adopt the guidance in the fiscal year beginning January 1, 2025. The Company is currently evaluating the impact of the guidance on its Consolidated financial statements. |
Business combinations | (x ) Business combinations The Company determines whether a transaction or other event is a business combination by determining whether the assets acquired and liabilities assumed constitute a business. Business combinations are accounted for by applying the acquisition method as set out by ASC 805 Business combinations For leases acquired in a business combination in which the acquiree is a lessee, the acquirer shall measure the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the acquirer at the acquisition date. The right-of-use asset shall be measured at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. For leases in which the acquired entity is a lessee, the Company has elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Goodwill is measured as the excess of the consideration transferred in the business combination over the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If instead the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred, a gain on bargain purchase is recognized in the Consolidated Statement of Operations. The consideration transferred in a business combination is measured as the sum of the fair values of the assets transferred by the acquiring entity, the liabilities incurred by the acquiring entity to former owners of the acquired entity, and the equity interests issued by the acquiring entity. The results of operations of businesses acquired by the Company are included in the Company’s Consolidated Statement of Operations as of the respective acquisition date. Where the acquiring entity exchanges its share-based payment awards for awards held by grantees of the acquiree, such exchanges are treated as a modification of share-based payment awards and are referred to as replacement awards. The replacement awards are measured as of the acquisition date and the portion of the fair-value-based measure of the replacement award that is attributable to pre-combination vesting is considered part of the consideration transferred. For awards with service-based vesting conditions only, the amount attributable to pre-combination vesting is the fair-value-based measure of the acquiree award multiplied by the ratio of the employee’s pre-combination service period to the greater of the total service period of the original service period of the acquiree award. Acquisition-related costs, including advisory, legal and other professional fees and administrative fees are expensed as incurred except for the costs of issuing equity securities, which are recognized as a reduction to the amounts recognized in the Statement of Changes in Equity for the respective equity issuance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of changes in Accumulated other comprehensive (loss) income | The following table shows the changes in Accumulated other comprehensive (loss) income (in thousands): Accumulated Accumulated Total foreign unrealized accumulated currency (losses) gains on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2021 $ (10,158) $ 110 $ (10,048) Foreign currency translation adjustments 5,808 — 5,808 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (6,435) — (6,435) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (461) (461) Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 — (6) (6) Balance at December 31, 2021 $ (10,785) $ (357) $ (11,142) Foreign currency translation adjustments 60,421 — 60,421 Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 (49,581) — (49,581) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — (573) (573) Balance at December 31, 2022 $ 55 $ (930) $ (875) Foreign currency translation adjustments (37,921) — (37,921) Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 34,112 — 34,112 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 1,134 1,134 Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 — (198) (198) Balance at December 31, 2023 $ (3,754) $ 6 $ (3,748) |
Schedule of amounts reclassified out of other comprehensive (loss) income | The following amounts were reclassified out of Other comprehensive (loss) income (in thousands): Amount reclassified Year ended Year ended Year ended December 31, December 31, December 31, Affected line item in Component of accumulated other comprehensive income 2023 2022 2021 the Statement of Operations Unrealized gains on available-for-sale securities Reclassification adjustment for gains on available-for-sale debt securities $ (198) $ — $ (6) Other (expense) income, net |
Schedule of the reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2023 2022 Cash and cash equivalents $ 143,991 $ 108,033 Restricted cash 3,026 1,569 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 147,017 $ 109,602 |
Schedule of investments in available-for-sale debt securities | As of December 31, 2023, the Company has the following investments in available-for-sale debt securities, (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Corporate debt securities Less than 3 months $ 1,601 $ — $ (1) $ 1,600 $ 1,601 $ — $ (1) $ 1,600 Available-for-sale debt securities: Corporate debt securities 3 months to 1 year $ 2,940 $ 7 $ — $ 2,947 $ 2,940 $ 7 $ — $ 2,947 As of December 31, 2022, the Company had the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 45,386 $ — $ (72) $ 45,314 U.S. Treasury securities Less than 3 months 5,953 1 — 5,954 Agency bonds 3 months to 1 year 5,008 — (154) 4,854 Corporate debt securities 3 months to 1 year 41,154 — (704) 40,450 $ 97,501 $ 1 $ (930) $ 96,572 |
Schedule of aggregate fair value and number of securities held by the Company in an unrealized loss position | December 31, 2023 December 31, 2022 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities in a continuous loss position for 12 months or longer: Corporate debt securities $ — — $ — $ 74,481 16 $ (679) Agency bond — — — 4,854 1 (154) Marketable securities in a continuous loss position for less than 12 months: Corporate debt securities $ 1,600 1 $ (1) $ 11,283 2 $ (97) $ 1,600 1 $ (1) $ 90,618 19 $ (930) |
Schedule of estimated useful lives of property, plant and equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease |
Schedule of numerator and denominator in the basic and diluted loss per share computation | The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Numerator for basic and diluted loss per share Net loss $ (113,871) $ (165,456) $ (158,090) Net loss attributable to shareholders used for basic and diluted EPS calculation $ (113,871) $ (165,456) $ (158,090) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share 1,206,440,978 967,242,403 934,833,017 |
Schedule of potentially dilutive equity instruments excluded from the diluted loss per share calculation | The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Weighted average number of share options (1) 185,994,528 155,673,264 115,225,480 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Summary of revenue categories | Revenue comprises the following categories (in thousands): Year ended December 31, 2023 2022 2021 Development revenue $ 60,281 $ 27,148 $ 6,149 $ 60,281 $ 27,148 $ 6,149 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial instruments | |
Summary of fair value of assets and liabilities on a recurring basis based on fair value measurement criteria | Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2023 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2023 Assets classified as cash equivalents: Corporate debt securities $ 1,600 $ 1,600 $ — $ — Assets classified as available-for-sale debt securities: Corporate debt securities $ 2,947 2,947 $ — $ 2,947 $ 2,947 $ — $ — Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2022 are as follows (in thousands): Fair Value Measurements Using December 31, Level 1 Level 2 Level 3 2022 Assets classified as cash equivalents: Corporate debt securities $ 2,984 $ 2,984 $ — $ — Assets classified as available-for-sale debt securities: Corporate debt securities $ 85,764 $ 85,764 $ — $ — U.S. Treasury securities 5,954 — 5,954 — Agency bonds 4,854 — 4,854 — $ 96,572 85,764 10,808 — |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): December 31, December 31, 2023 2022 Research and development credits receivable $ 46,098 $ 30,162 Prepayments 9,954 9,472 Clinical materials 1,329 1,279 VAT receivable — 490 Other current assets 2,412 1,927 $ 59,793 $ 43,330 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Computer equipment $ 4,014 $ 3,818 Laboratory equipment 33,951 30,173 Office equipment 1,009 925 Leasehold improvements 57,939 28,459 Assets under construction 53 28,729 96,966 92,104 Less accumulated depreciation (46,020) (38,588) $ 50,946 $ 53,516 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): December 31, December 31, 2023 2022 Acquired software licenses $ 5,288 $ 4,930 Licensed IP rights – completed technology used in R&D 197 188 5,485 5,118 Less accumulated amortization (5,155) (4,676) $ 330 $ 442 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating leases | |
Schedule of lease cost | The following table shows the lease costs for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Lease cost: Operating lease cost $ 5,791 $ 4,367 Short-term lease cost 954 389 $ 6,745 $ 4,756 Year ended December 31, 2023 2022 Other information: Operating cash outflows from operating leases (in thousands) $ 5,863 $ 3,746 December 31, 2023 2022 Weighted-average remaining lease term - operating leases 5.4 years 6.9 years Weighted-average discount rate - operating leases 8.3% 6.8% |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities as of December 31, 2023 are as follows (in thousands): Operating leases 2024 $ 7,130 2025 5,583 2026 4,382 2027 5,578 2028 2,159 after 2028 5,545 Total lease payments 30,377 Less: Imputed interest (5,142) Present value of lease liability $ 25,235 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued clinical and development expenditure $ 12,351 $ 16,749 Accrued employee expenses 13,226 8,232 VAT payable 1,398 — Other accrued expenditure 3,277 4,079 Other 51 2,155 $ 30,303 $ 31,215 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-based compensation | |
Summary of share-based compensation expense included in the consolidated statements of operations | The following table shows the total share-based compensation expense included in the Consolidated Statements of Operations (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Research and development $ 3,061 $ 6,264 $ 9,052 General and administrative 8,712 11,976 11,577 $ 11,773 $ 18,240 $ 20,629 |
Summary of information about share options granted | Year ended December 31, 2023 2022 2021 Number of options over ordinary shares granted 60,891,430 31,826,293 21,300,998 Weighted average fair value of ordinary shares options $ 0.12 $ 0.37 $ 0.70 Number of additional options with a nominal exercise price granted 27,375,252 24,248,424 17,765,778 Weighted average fair value of options with a nominal exercise price $ 0.27 $ 0.51 $ 0.97 |
Summary of all stock option activity | The following table summarizes all stock option activity for the year ended December 31, 2023: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2023 152,539,089 £ 0.44 Changes during the period: Granted 88,266,682 £ 0.26 Exercised (14,614,410) £ 0.01 Expired (14,916,414) £ 0.54 Forfeited (20,124,772) £ 0.18 Outstanding at December 31, 2023 191,150,175 £ 0.41 6.4 £ 4,601 Exercisable at December 31, 2023 111,671,247 £ 0.57 4.8 £ 876 |
Summarizes information about stock options granted based on the market value at grant date which were outstanding | The following table summarizes information about stock options granted based on the market value at grant date which were outstanding as of December 31, 2023: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2023 112,477,463 £ 0.60 68 Changes during the period: Granted 60,891,430 £ 0.38 Exercised (2,318,712) £ 0.08 Expired (14,681,143) £ 0.55 Forfeited (8,698,923) £ 0.42 Outstanding at December 31, 2023 147,670,115 £ 0.53 5.9 £ 131 Exercisable at December 31, 2023 104,062,503 £ 0.61 4.7 £ 94 |
Summary of information about RSU-style options which are outstanding | The following table summarizes information about RSU-style options which were outstanding as of December 31, 2023: Average remaining Aggregate contractual intrinsic value Options term (years) (thousands) Outstanding at January 1, 2023 40,061,626 8.4 8,014 Changes during the period: Granted 27,375,252 Exercised (12,295,698) Expired (235,271) Forfeited (11,425,849) Outstanding at December 31, 2023 43,480,060 8.1 £ 4,470 Exercisable at December 31, 2023 7,608,744 6.3 £ 782 |
Summary of information about stock options outstanding | Outstanding Exercisable Weighted- average Weighted- Weighted- Total share remaining average Total share average Exercise price options contractual life exercise price options exercise price £ 0.001 43,480,060 8.1 £ 0.00 7,608,744 £ 0.00 0.01 - 0.25 21,971,325 7.3 0.15 12,088,355 0.17 0.26 - 0.50 58,019,113 6.8 0.36 29,574,227 0.41 0.51 - 0.75 37,467,776 4.4 0.59 36,525,314 0.59 0.76 - 1.00 22,398,887 5.0 0.84 19,100,118 0.85 1.01 - 1.50 4,760,589 4.1 1.30 4,423,554 1.29 1.51 - 2.00 2,208,807 4.7 1.67 1,735,989 1.68 Over 2.00 843,618 6.0 3.94 614,946 4.05 Total 191,150,175 6.4 £ 0.41 111,671,247 £ 0.57 |
Summary of the assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 Expected term 5 years 5 years 5 years Expected term (TCR 2 0.5 - 4 years — — Expected volatility 84-113% 99-101% 98-100% Risk free rate 3.27-4.52% 0.94-3.90% 0.00-0.61% Expected dividend yield 0% 0% 0% |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Schedule of loss before income tax expenses | Loss before income tax expense is as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 U.S. $ (9,597) $ (3,245) $ 1,625 U.K. (102,938) (159,714) (158,924) Loss before income tax expense $ (112,535) $ (162,959) $ (157,299) |
Schedule of components of income tax expense | The components of income tax expense are as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 United States: Federal $ 1,301 $ 2,492 $ 791 State and local 9 5 — U.K. 26 — — Total current tax expense 1,336 2,497 791 United States: Federal — — — State and local — — — U.K. — — — Total deferred tax expense — — — Total income tax expense $ 1,336 $ 2,497 $ 791 |
Schedule of deferred tax assets and liabilities | As of December 31, 2023 and 2022 the tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, 2023 2022 Deferred tax liabilities Property, plant and equipment $ (4,954) $ (3,486) Operating lease right-of-use assets (1,780) (1,529) Other (365) (251) Total (7,099) (5,266) Deferred tax assets Share-based compensation expense 15,039 16,963 Property, plant and equipment 391 — Intangible assets 1,392 1,324 Operating lease liabilities 2,556 1,958 Net operating loss and tax credit carryforwards 241,337 136,592 Capitalized research and development expenditure 37,699 8,409 Other 3,605 532 Total 302,019 165,778 Valuation allowance (294,920) (160,512) 7,099 5,266 Net deferred tax asset/(liability) $ (0) $ — |
Schedule of movements in deferred tax asset valuation allowance | The movements in the deferred tax asset valuation allowance for the year ended December 31, 2023 and 2022 are as follows (thousands): 2023 2022 Valuation allowance at January 1, $ 160,512 $ 132,443 Valuation allowance for deferred tax assets acquired from TCR2 114,294 — Increase in valuation allowance through net loss 21,076 30,455 (Decrease)/increase in valuation allowance through other comprehensive loss (8,042) 9,836 Foreign currency translation adjustments 7,080 (12,222) Net change in the valuation allowance 134,408 28,069 Valuation allowance at December 31, $ 294,920 $ 160,512 |
Schedule of the effective tax rate reconciliation | Reconciliation of the U.K. statutory income tax rate, the income tax rate of the country of domicile of the Company, to the Company's effective income tax rate is as follows (in percentages): Year ended Year ended Year ended December 31, December 31, December 31, 2023 2022 2021 U.K. tax rate 23.5 % 19.0 % 19.0 % Tax-exempt reimbursable tax credits included within pretax Research and development expense 2.5 % 3.6 % 4.1 % Income not taxable 5.3 % — % — % Surrender of R&D expenditures for R&D tax credit refund (13.3) % (10.5) % (10.3) % Expenses not deductible (2.3) % (0.3) % (0.2) % Change in valuation allowances (18.9) % (18.8) % (31.8) % Change in tax rates — % — % 13.7 % Difference in tax rates 0.0 % 5.5 % 4.4 % R&D tax credits generated 3.1 % 2.1 % 2.0 % Other (1.0) % (2.1) % (1.4) % Effective income tax rate (1.1) % (1.5) % (0.5) % |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographic information | |
Schedule of long-lived assets | Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands): December 31, December 31, 2023 2022 U.K. $ 40,988 $ 42,387 U.S. 30,720 29,148 Total long-lived assets (1) $ 71,708 $ 71,535 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring | |
Schedule of amounts incurred in relation to the redundancy programme | One-time Contractual employee Total termination termination restructuring benefits benefits costs Cumulative amount incurred to December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Amount incurred in the year ended December 31, 2023 778 925 1,703 Total amount and cumulative amount incurred to December 31, 2023 $ 1,949 $ 2,039 $ 3,988 |
Schedule of changes in the restructuring provision | One-time Contractual employee Total termination termination restructuring benefits benefits provision Provision at January 1, 2022 $ — $ — $ — Costs incurred and charged to General and administrative expenses 1,171 1,114 2,285 Provision at December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Costs incurred and charged to General and administrative expenses 670 947 1,617 Costs paid during the period (1,955) (2,041) (3,996) Adjustments to the liability 108 (22) 86 Effect of foreign exchange rates 6 2 8 Provision at December 31, 2023 $ — $ — $ — |
Schedule of amounts incurred in relation to redundancies | Year ended December 31, 2023 Severance and other cash payments $ 5,655 Accelerated vesting of share-based compensation awards 1,032 Total and cumulative amount incurred to December 31, 2023 $ 6,687 |
Summary of changes in the liability in the Consolidated Balance Sheet | Liability Liability at June 1, 2023 $ 805 Costs incurred and charged to Research and development expenses 1,267 Costs incurred and charged to General and administrative expenses 4,388 Costs paid during the period (5,887) Liability at December 31, 2023 $ 573 |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business combinations | |
Summary of the consideration transferred and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date | Consideration transferred: Fair value of 357,429,306 ordinary shares issued $ 60,763 Fair value of replacement options and RSU-style options granted attributable to pre-combination service: 963 Purchase consideration $ 61,726 Identifiable assets acquired and liabilities assumed: Assets acquired Cash and cash equivalents $ 43,610 Restricted cash 1,654 Marketable securities - available-for-sale debt securities 39,532 Other current assets and prepaid expenses 6,029 Property, plant and equipment 2,712 Operating lease right-of-use assets 5,145 Intangible assets 58 Total assets acquired $ 98,740 Liabilities assumed Accounts payable (6,210) Accrued expenses and other current liabilities (4,537) Operating lease liabilities, current (1,974) Operating lease liabilities, non-current (2,244) Total liabilities assumed $ (14,965) Net assets acquired and liabilities assumed $ 83,775 |
Schedule of calculation for the gain on bargain purchase | Gain on bargain purchase Purchase consideration $ (61,726) Net assets acquired and liabilities assumed 83,775 Gain on bargain purchase $ 22,049 |
Schedule of amount of revenue and earnings of the combined entity | Year ended Year ended December 31, 2023 December 31, 2022 Revenue $ 60,281 $ 27,148 Net loss (177,312) (301,879) |
Schedule of acquisition-related costs that were recognized as an expense | Legal, professional and accounting fees $ 5,174 Bankers' fees 2,172 Total acquisition-related costs $ 7,346 |
General (Details)
General (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
General | ||
Accumulated deficit | $ 1,023,173,000 | $ 909,302,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign currency (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other (expense) income, net | |||
Foreign exchange gains (losses) | $ (807,000) | $ (536,000) | $ 3,852,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in Accumulated other comprehensive (loss) income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the Accumulated other comprehensive loss (income) | |||
Balance at the beginning of the period | $ 81,878 | $ 205,960 | $ 341,227 |
Foreign currency translation adjustments | (37,921) | 60,421 | 5,808 |
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | 34,112 | (49,581) | (6,435) |
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 1,134 | (573) | (461) |
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 | (198) | (6) | |
Balance at the end of the period | 39,513 | 81,878 | 205,960 |
Foreign currency gain on intercompany loan of a long-term investment nature, tax | 0 | 0 | 0 |
Unrealized holding gains on available-for-sale debt securities, tax | 0 | 0 | 0 |
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, tax | 0 | 0 | 0 |
Accumulated other comprehensive (loss) income | |||
Changes in the Accumulated other comprehensive loss (income) | |||
Balance at the beginning of the period | (875) | (11,142) | (10,048) |
Foreign currency translation adjustments | (37,921) | 60,421 | 5,808 |
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | 34,112 | (49,581) | (6,435) |
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 1,134 | (573) | (461) |
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 | (198) | (6) | |
Balance at the end of the period | (3,748) | (875) | (11,142) |
Accumulated foreign currency translation adjustments | |||
Changes in the Accumulated other comprehensive loss (income) | |||
Balance at the beginning of the period | 55 | (10,785) | (10,158) |
Foreign currency translation adjustments | (37,921) | 60,421 | 5,808 |
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | 34,112 | (49,581) | (6,435) |
Balance at the end of the period | (3,754) | 55 | (10,785) |
Accumulated unrealized (losses) gains on available-for-sale debt securities | |||
Changes in the Accumulated other comprehensive loss (income) | |||
Balance at the beginning of the period | (930) | (357) | 110 |
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 1,134 | (573) | (461) |
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net income, net of tax of $0 | (198) | (6) | |
Balance at the end of the period | $ 6 | $ (930) | $ (357) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reclassification out of Other comprehensive (loss) income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Reclassification adjustment for gains on available-for-sale debt securities | $ (198) | $ (6) |
Other (expense) income, net | ||
Reclassification adjustment for gains on available-for-sale debt securities | $ (198) | $ (6) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash, cash equivalents and restricted cash (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 143,991,000 | $ 108,033,000 | ||
Restricted cash | 3,026,000 | 1,569,000 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 147,017,000 | $ 109,602,000 | $ 151,666,000 | $ 61,484,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Available-for-sale debt securities (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security | Dec. 31, 2021 USD ($) | |
Marketable securities | |||
Proceeds from the maturity or redemption of available-for-sale debt securities | $ 210,983,000 | $ 166,994,000 | $ 224,343,000 |
Realized gain on available-for-sale debt securities | 198,000 | 0 | $ 6,000 |
Marketable securities - Net of allowance for expected credit losses | 0 | 0 | |
Cash equivalents | |||
Marketable securities | |||
Amortized cost | 1,601,000 | ||
Gross unrealized losses | (1,000) | ||
Aggregate estimated fair value | 1,600,000 | ||
Marketable securities | |||
Marketable securities | |||
Amortized cost | 2,940,000 | 97,501,000 | |
Gross unrealized gains | 7,000 | 1,000 | |
Gross unrealized losses | (930,000) | ||
Aggregate estimated fair value | 2,947,000 | 96,572,000 | |
Fair market value of investments in an unrealized loss position | $ 1,600,000 | $ 90,618,000 | |
Number of available-for-sale securities in an unrealized loss position, less than 12 months | security | 1 | 19 | |
Unrealized losses, less than 12 months | $ (1,000) | $ (930,000) | |
Corporate Debt Securities Maturity Period Less Than Three Months | Cash equivalents | |||
Marketable securities | |||
Amortized cost | 1,601,000 | ||
Gross unrealized losses | (1,000) | ||
Aggregate estimated fair value | $ 1,600,000 | ||
Corporate Debt Securities Maturity Period Less Than Three Months | Marketable securities | |||
Marketable securities | |||
Amortized cost | 45,386,000 | ||
Gross unrealized gains | |||
Gross unrealized losses | (72,000) | ||
Aggregate estimated fair value | $ 45,314,000 | ||
Corporate Debt Securities Maturity Period Less Than Three Months | Maximum | Cash equivalents | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
Corporate Debt Securities Maturity Period Less Than Three Months | Maximum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
U.S. Treasury Securities Maturity Period Less Than Three Months | Marketable securities | |||
Marketable securities | |||
Amortized cost | $ 5,953,000 | ||
Gross unrealized gains | 1,000 | ||
Aggregate estimated fair value | 5,954,000 | ||
Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||
Marketable securities | |||
Amortized cost | $ 2,940,000 | 41,154,000 | |
Gross unrealized gains | 7,000 | ||
Gross unrealized losses | (704,000) | ||
Aggregate estimated fair value | $ 2,947,000 | $ 40,450,000 | |
Corporate Debt Securities Maturity Period Three Months To One Year | Minimum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
Corporate Debt Securities Maturity Period Three Months To One Year | Maximum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
Corporate Debt Securities Maturity Period One Year To Two Years | Minimum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
Corporate Debt Securities Maturity Period One Year To Two Years | Maximum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 1 year | ||
Agency Bond Maturity Period One Year To Two Years | Minimum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 3 months | ||
Agency Bond Maturity Period One Year To Two Years | Maximum | Marketable securities | |||
Marketable securities | |||
Available for sale securities debt maturity period | 1 year | ||
Agency Bond Maturity Period Three Months To One Year | Marketable securities | |||
Marketable securities | |||
Amortized cost | $ 5,008,000 | ||
Gross unrealized gains | |||
Gross unrealized losses | (154,000) | ||
Aggregate estimated fair value | 4,854,000 | ||
Agency Bond Continuous Loss Position For 12 Months or Longer | Marketable securities | |||
Marketable securities | |||
Fair market value of investments in an unrealized loss position | $ 4,854,000 | ||
Number of available-for-sale securities in an unrealized loss position, 12 months or longer | security | 1 | ||
Unrealized losses, 12 months or longer | $ (154,000) | ||
Corporate Debt Securities Continuous Loss Position For 12 Months Or Longer | Marketable securities | |||
Marketable securities | |||
Fair market value of investments in an unrealized loss position | $ 74,481,000 | ||
Number of available-for-sale securities in an unrealized loss position, 12 months or longer | security | 16 | ||
Unrealized losses, 12 months or longer | $ (679,000) | ||
Corporate Debt Securities Continuous Loss Position For Less Than 12 Months | Marketable securities | |||
Marketable securities | |||
Fair market value of investments in an unrealized loss position | $ 1,600,000 | $ 11,283,000 | |
Number of available-for-sale securities in an unrealized loss position, less than 12 months | security | 1 | 2 | |
Unrealized losses, less than 12 months | $ (1,000) | $ (97,000) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Accounts receivable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property, plant and equipment (Details) | Dec. 31, 2023 |
Computer equipment | Minimum | |
Property, plant and equipment | |
Estimated useful lives (in years) | 3 years |
Computer equipment | Maximum | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Laboratory equipment | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Office equipment | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangibles (Details) | Dec. 31, 2023 |
Third party software licenses and development | |
Intangibles | |
Estimated useful life (in years) | 3 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Leases (Details) | 1 Months Ended | ||
Jul. 31, 2015 | Aug. 31, 2021 | Sep. 30, 2015 | |
Lease term (in years) | 15 years | ||
Lease for Offices and Research facilities in Philadelphia, U.S. | |||
Early termination option (in months) | 123 months | ||
Lease for Research and development facility in Oxfordshire, U.K. | |||
Lease term (in years) | 25 years | ||
Lease of Building at Milton Park, Oxfordshire, United Kingdom | |||
Lease term (in years) | 2 years |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segmental reporting | |
Number of operating segments | 1 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Research and Development Expenditure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Acquired in-process R&D expensed | $ 1,840,000 | $ 2,316,000 | $ 889,000 |
Research and Development Asset Acquired Other than through Business Combination, Writeoff, Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and Development Expense | Research and Development Expense | Research and Development Expense |
Reimbursement of Research and Development Tax and Expenditure Credit | $ 15,542,000 | $ 30,226,000 | $ 34,082,000 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Retirement Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Pension contributions | $ 2,628,000 | $ 2,810,000 | $ 2,505,000 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Interest income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
(Accretion)/amortization on available-for-sale debt securities | $ (1,986,000) | $ 2,525,000 | $ 5,276,000 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Loss per share (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator for basic and diluted loss per share | |||
Net loss | $ (113,871) | $ (165,456) | $ (158,090) |
Net loss attributable to shareholders used for basic EPS calculation | (113,871) | (165,456) | (158,090) |
Net loss attributable to shareholders used for diluted EPS calculation | $ (113,871) | $ (165,456) | $ (158,090) |
Denominator for basic and diluted loss per share | |||
Weighted average number of shares used to calculate basic loss per share | 1,206,440,978 | 967,242,403 | 934,833,017 |
Weighted average number of shares used to calculate diluted loss per share | 1,206,440,978 | 967,242,403 | 934,833,017 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Share options | |||
Antidilutive securities | |||
Weighted average number of share options (in shares) | 185,994,528 | 155,673,264 | 115,225,480 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Options (Details) - £ / shares | 2 Months Ended | ||
Mar. 06, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Nominal value of ordinary shares | £ 0.001 | £ 0.001 | |
Exercise price determined by reference to the market value of an ADS at the date of grant | |||
Number of options over ordinary shares granted (in shares) | 37,097,688 | ||
Exercise price equal to the nominal value of the ordinary shares | |||
Number of options over ordinary shares granted (in shares) | 26,984,352 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) $ / £ | Nov. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / £ | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / £ | Dec. 31, 2022 USD ($) $ / £ | Dec. 31, 2021 USD ($) $ / £ | Jun. 30, 2023 USD ($) | Jan. 01, 2022 USD ($) | |
Revenue | |||||||||
Revenue | $ 60,281,000 | $ 27,148,000 | $ 6,149,000 | ||||||
Deferred revenue decrease | 6,379,000 | 15,010,000 | |||||||
Deferred revenue | $ 184,412,000 | $ 178,033,000 | 178,033,000 | $ 184,412,000 | 199,422,000 | $ 184,412,000 | |||
Amount of increase in deferred income caused by the change in the exchange rate | $ 7,174,000 | $ (20,601,000) | |||||||
Exchange rate | $ / £ | 1.21 | 1.27 | 1.27 | 1.21 | 1.35 | ||||
Revenue recognized in the period | $ 59,072,000 | $ 17,648,000 | |||||||
Development revenue | |||||||||
Revenue | |||||||||
Revenue | 60,281,000 | $ 27,148,000 | $ 6,149,000 | ||||||
GSK Collaboration And License Agreement | |||||||||
Revenue | |||||||||
Upfront payment by GSK for Termination and Transfer Agreement | $ 9,613,000 | ||||||||
Milestone payments received | $ 15,226,000 | $ 3,727,000 | |||||||
Genentech, Inc. | |||||||||
Revenue | |||||||||
Milestone payments received | $ 20,000,000 | $ 15,000,000 | |||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 312,747,000 | $ 312,747,000 |
Revenue - Collaboration Agreeme
Revenue - Collaboration Agreement - The Genentech Collaboration and License Agreement (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 03, 2021 USD ($) item | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | |
Revenue | |||||
Number of additional terms | item | 2 | ||||
Collaboration target basis days | 180 days | ||||
Number of days without HSR clearance after effective date before termination | 180 days | ||||
Strategic Collaboration and License Agreement | |||||
Revenue | |||||
Number of types of therapies to be co-developed | item | 2 | ||||
Initial period of collaborated research | 8 years | ||||
Number of additional terms | item | 2 | ||||
Number of additional years | 2 years | ||||
Number of years additional payments are due | 5 years | ||||
Upfront payment received | $ 150,000,000 | ||||
Milestone payments | $ 15,000,000 | $ 20,000,000 | |||
Amount of additional payments receivable under the research program | $ 150,000,000 | ||||
Total Number off the Shelf Collaboration Targets | item | 5 | ||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 275,185,000 | $ 275,185,000 | |||
Amount of transaction price of the agreement at inception | 313,600,000 | 313,600,000 | |||
Collaboration Agreement Research Service and Rights, Upfront Payment Earned | 150,000,000 | ||||
Collaboration Agreement Research Service and Rights, Additional Payment Earned | 150,000,000 | ||||
Collaboration Agreement Research Service and Rights, Other Consideration | 13,600,000 | ||||
Strategic Collaboration and License Agreement | Research Service Rights Granted for Initial Off the Shelf Collaboration Targets | |||||
Revenue | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 168,349,000 | 168,349,000 | |||
Strategic Collaboration and License Agreement | Research Service Rights Granted for Personalized Therapies | |||||
Revenue | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 87,359,000 | 87,359,000 | |||
Strategic Collaboration and License Agreement | Material Right to Designate the Additional Off the Shelf Collaboration Target | |||||
Revenue | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 13,147,000 | 13,147,000 | |||
Strategic Collaboration and License Agreement | Material Right for First Option Extend the Research Term | |||||
Revenue | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 5,064,000 | 5,064,000 | |||
Strategic Collaboration and License Agreement | Material Right for Second Option Extend the Research Term | |||||
Revenue | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 1,266,000 | $ 1,266,000 | |||
Development Milestone | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | $ 200,000,000 | ||||
Development Milestone - Off The Shelf Member T-cell Therapies | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | 100,000,000 | ||||
Research Milestone | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | $ 50,000,000 | ||||
Commercialisation Milestone | Strategic Collaboration and License Agreement | |||||
Revenue | |||||
Total Number off the Shelf Collaboration Targets | item | 5 | ||||
Commercialisation Milestone | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | $ 1,100,000,000 | ||||
Sales Milestone | Strategic Collaboration and License Agreement | |||||
Revenue | |||||
Number of co-development targets | item | 5 | ||||
Sales Milestone | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | $ 1,500,000,000 | ||||
Regulatory, Sales, And Royalties Milestones | Strategic Collaboration and License Agreement | |||||
Revenue | |||||
Percentage of profit (loss) sharing ratio | 50% | ||||
Regulatory, Sales, And Royalties Milestones | Strategic Collaboration and License Agreement | Maximum | |||||
Revenue | |||||
Milestone payments | $ 800,000,000 |
Revenue - Collaboration Agree_2
Revenue - Collaboration Agreement - The Astellas Collaboration Agreement (Details) - Astellas Collaboration Agreement. - USD ($) | Mar. 06, 2022 | Dec. 31, 2023 |
Revenue | ||
Amount of termination penalties in connection with the termination. | $ 0 | |
Aggregate transaction price of the contract modification | $ 42,365,000 | |
Maximum | ||
Revenue | ||
Number of days the company is entitled to receive reimbursement after termination. | 30 days |
Revenue - Collaboration Agree_3
Revenue - Collaboration Agreement - The GSK Collaboration and License Agreement (Details) - GSK Collaboration And License Agreement | Dec. 31, 2023 USD ($) | Dec. 19, 2022 USD ($) | Dec. 19, 2022 GBP (£) |
Revenue | |||
Aggregate transaction price of the contract modification | $ 6,500,000 | ||
Amount of remaining deferred income under the collaboration that had not been recognized as revenue | $ 0 | ||
Payment by GSK due to termination of collaboration | £ | £ 5,000,000 |
Revenue - Collaboration Agree_4
Revenue - Collaboration Agreement - The GSK Termination and Transfer Agreement (Details) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 GBP (£) | Sep. 30, 2023 GBP (£) | Jun. 30, 2023 GBP (£) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Apr. 06, 2023 USD ($) | Apr. 06, 2023 GBP (£) | |
Revenue | ||||||||
Revenue recognized in the period | $ 59,072,000 | $ 17,648,000 | ||||||
GSK Termination and Transfer Agreement | ||||||||
Revenue | ||||||||
Upfront payment received | £ | £ 7,500,000 | |||||||
Milestone payment | £ | £ 12,000,000 | £ 3,000,000 | ||||||
Potential milestone payments to be received | £ | £ 7,500,000 | |||||||
Amount of transaction price of the agreement at inception | $ 37,335,000 | |||||||
Upfront and milestone payment receivable | £ | £ 30,000,000 | |||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 37,562,000 | |||||||
IGNYTE | ||||||||
Revenue | ||||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 20,903,000 | |||||||
LTFU | ||||||||
Revenue | ||||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 16,659,000 |
Financial instruments - Fair va
Financial instruments - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable securities: | ||
Assets classified as available for sale debt securities | $ 2,947 | $ 96,572 |
Recurring basis | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 2,947 | 96,572 |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 2,947 | 85,764 |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 10,808 | |
Corporate debt securities | Recurring basis | ||
Marketable securities: | ||
Assets classified as cash equivalents | 1,600 | 2,984 |
Assets classified as available for sale debt securities | 85,764 | |
Corporate debt securities | Recurring basis | Level 1 | ||
Marketable securities: | ||
Assets classified as cash equivalents | 1,600 | 2,984 |
Assets classified as available for sale debt securities | 85,764 | |
U.S. Treasury securities | Recurring basis | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 2,947 | 5,954 |
U.S. Treasury securities | Recurring basis | Level 1 | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | $ 2,947 | |
U.S. Treasury securities | Recurring basis | Level 2 | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 5,954 | |
Agency bond | Recurring basis | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | 4,854 | |
Agency bond | Recurring basis | Level 2 | ||
Marketable securities: | ||
Assets classified as available for sale debt securities | $ 4,854 |
Financial instruments - Cash Eq
Financial instruments - Cash Equivalents and Short-term Deposits (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Financial instruments | ||
Cash and cash equivalents | $ 143,991,000 | $ 108,033,000 |
Marketable securities | 2,947,000 | |
Restricted cash | $ 3,027,000 |
Financial instruments - Collabo
Financial instruments - Collaboration and License Agreement (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) | |
Financial instruments | ||
Number of customers | customer | 3 | |
Trade receivables | $ 821,000 | $ 7,435,000 |
Impairment losses | $ 0 |
Financial instruments - Foreign
Financial instruments - Foreign Exchange Risk (Details) - $ / £ | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments | |||
Exchange rate | 1.27 | 1.21 | 1.35 |
Other current assets (Details)
Other current assets (Details) $ in Thousands, £ in Millions | Jan. 19, 2024 USD ($) | Jan. 19, 2024 GBP (£) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Other current assets | ||||
Research and development credits receivable | $ 46,098 | $ 30,162 | ||
Prepayments | 9,954 | 9,472 | ||
Clinical materials | 1,329 | 1,279 | ||
VAT receivable | 490 | |||
Other current assets | 2,412 | 1,927 | ||
Total | $ 59,793 | $ 43,330 | ||
Amount of receivable from Research and Development credits | $ 30,800 | £ 24.2 |
Property, plant and equipment_3
Property, plant and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 96,966 | $ 92,104 |
Less accumulated depreciation | (46,020) | (38,588) |
Property, plant and equipment, net | 50,946 | 53,516 |
Computer equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 4,014 | 3,818 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 33,951 | 30,173 |
Office equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 1,009 | 925 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 57,939 | 28,459 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 53 | $ 28,729 |
Property, plant and equipment_4
Property, plant and equipment, net - Depreciation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Depreciation expense | $ 9,453,000 | $ 5,266,000 | $ 5,630,000 |
Intangible assets, net - Tabula
Intangible assets, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets, net | ||
Intangible assets, gross | $ 5,485 | $ 5,118 |
Less accumulated amortization | (5,155) | (4,676) |
Intangible assets, net | 330 | 442 |
Acquired software licenses | ||
Intangible assets, net | ||
Intangible assets, gross | 5,288 | 4,930 |
Licensed IP rights - completed technology used in R&D | ||
Intangible assets, net | ||
Intangible assets, gross | $ 197 | $ 188 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net | |||
Amortization expense | $ 366,000 | $ 809,000 | $ 937,000 |
Intangible assets, net - Aggreg
Intangible assets, net - Aggregate Amortization Expense (Details) | Dec. 31, 2023 USD ($) |
Estimated aggregate amortization expense | |
Estimated amortization expense for 2024 | $ 216,000 |
Estimated amortization expense for 2025 | 114,000 |
Estimated amortization expense for 2026 | 13,000 |
Estimated amortization expense for 2027 | 1,000 |
Estimated amortization expense for 2028 | $ 0 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating leases | ||
Operating lease cost | $ 5,791 | $ 4,367 |
Short-term lease cost | 954 | 389 |
Total | 6,745 | 4,756 |
Operating cash outflows from operating leases | $ 5,863 | $ 3,746 |
Weighted-average remaining lease term - operating leases | 5 years 4 months 24 days | 6 years 10 months 24 days |
Weighted-average discount rate - operating leases | 8.30% | 6.80% |
Operating Leases - Maturities (
Operating Leases - Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Maturities of operating lease liabilities | |
2024 | $ 7,130 |
2025 | 5,583 |
2026 | 4,382 |
2027 | 5,578 |
2028 | 2,159 |
after 2028 | 5,545 |
Total lease payments | 30,377 |
Less: Imputed interest | (5,142) |
Present value of lease liability | $ 25,235 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 12,351 | $ 16,749 |
Accrued employee expenses | 13,226 | 8,232 |
VAT | 1,398 | |
Other accrued expenditure | 3,277 | 4,079 |
Other | 51 | 2,155 |
Total | $ 30,303 | $ 31,215 |
Contingencies and commitments -
Contingencies and commitments - Capital Commitments (Details) - Capital commitments | Dec. 31, 2023 USD ($) |
Contingencies and commitments | |
Committed amount | $ 912,000 |
Committed amount expected to be paid in one year | 550,000 |
Committed amount expected to be paid in one to three years | $ 362,000 |
Contingencies and commitments_2
Contingencies and commitments - Clinical Trials and Contract Manufacturing Commitments (Details) - Clinical trials and contract manufacturing commitments - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingencies and commitments | |||
Subcontract costs | $ 48,416,000 | $ 54,689,000 | $ 33,744,000 |
Other commitments, due within one year | 12,408,000 | ||
Other commitments, due in one to three years | 1,268,000 | ||
Other commitments, due in three to five years | 70,000 | ||
Maximum | |||
Contingencies and commitments | |||
Other commitments | $ 13,746,000 |
Contingencies and commitments_3
Contingencies and commitments - MD Anderson Strategic Alliance (Details) - MD Anderson Strategic Alliance - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 26, 2016 | |
Contingencies and commitments | ||||||
Upfront payment | $ 3,412,000 | |||||
Milestone Payments | $ 2,326,000 | $ 454,000 | $ 3,549,000 | $ 2,326,000 | ||
Minimum | ||||||
Contingencies and commitments | ||||||
Potential milestone payments | $ 19,644,000 |
Contingencies and commitments_4
Contingencies and commitments - Universal Cells Research, Collaboration and License Agreement and Co-development and Co-commercialization agreement (Details) - Collaboration and license agreement - Universal Cells, Inc. - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 25, 2015 | Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Contingencies and commitments | ||||||
Upfront license and start-up fees | $ 2,500,000 | |||||
Milestone payments | $ 3,000,000 | $ 200,000 | $ 900,000 | |||
First milestone payment | $ 500,000 | |||||
Second milestone payment | 600,000 | |||||
Third milestone payment | $ 400,000 | |||||
Milestone payment accrued but not yet paid | $ 0 |
Contingencies and commitments_5
Contingencies and commitments - Noile-Immune Collaboration Agreement (Details) - License agreement - Noile Immune Biotech Inc. - USD ($) | Aug. 26, 2019 | Dec. 31, 2023 |
Contingencies and commitments | ||
Upfront license fees | $ 2,500,000 | |
Maximum | ||
Contingencies and commitments | ||
Potential milestone payments | $ 312,000,000 |
Contingencies and commitments_6
Contingencies and commitments - Alpine Collaboration Agreement (Details) - Research and development - Alpine Immune Sciences Inc. - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended |
Jun. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2023 | |
Contingencies and commitments | |||
Upfront license fees | $ 2,000,000 | $ 2,000,000 | |
Milestone payments | $ 1,000,000 | ||
Maximum | |||
Contingencies and commitments | |||
Potential milestone payments | $ 288,000,000 |
Contingencies and commitments_7
Contingencies and commitments - ThermoFisher License Agreement (Details) - License agreement - ThermoFisher - USD ($) | 12 Months Ended | ||
Jun. 16, 2016 | Dec. 31, 2012 | Dec. 31, 2023 | |
Contingencies and commitments | |||
Upfront license fees | $ 1,000,000 | ||
Minimum Annual Royalties, Percentage of Prior Year Running Royalties | 50% | ||
Period of Supply Contract Agreement | 5 years |
Stockholders' equity - Ordinary
Stockholders' equity - Ordinary Shares (Details) | May 14, 2021 GBP (£) | Dec. 31, 2023 | May 31, 2023 GBP (£) |
Stockholders' equity | |||
Number of votes per share on a show of hands | 1 | ||
Number of votes per share on a poll | 1 | ||
Maximum aggregate nominal amount | £ 327,921 | ||
Maximum aggregate nominal amount of shares without offering to existing shareholders holding proportion | £ 327,921 | £ 380,600.712 |
Stockholders equity - Offerings
Stockholders equity - Offerings (Details) | 2 Months Ended | 12 Months Ended | ||||
Apr. 08, 2022 USD ($) | Mar. 04, 2024 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 £ / shares | May 30, 2023 £ / shares | Dec. 31, 2022 £ / shares | |
Shareholders' equity | ||||||
Nominal value of ordinary shares | £ / shares | £ 0.001 | £ 0.001 | ||||
Remaining amount under the Sales Agreement | $ 171,067,867 | |||||
Number of ordinary shares sold (in shares) | shares | 112,500,000 | |||||
Net proceeds | $ 14,653,500 | |||||
2022 Sales Agreement | ||||||
Shareholders' equity | ||||||
Remaining amount under the Sales Agreement | $ 186,067,867 | |||||
Number of ordinary shares sold (in shares) | shares | 3,854,496 | |||||
Net proceeds | $ 596,716 | |||||
2022 Sales Agreement | Maximum | ||||||
Shareholders' equity | ||||||
Aggregate offering price of ADS shares under At The Market sales agreement | $ 200,000,000 | |||||
American Depository Shares (ADSs) | ||||||
Shareholders' equity | ||||||
Nominal value of ordinary shares | £ / shares | £ 0.001 | |||||
Sold shares represented by American Depositary Shares (in shares) | shares | 18,750,000 | |||||
American Depository Shares (ADSs) | 2022 Sales Agreement | ||||||
Shareholders' equity | ||||||
Sold shares represented by American Depositary Shares (in shares) | shares | 642,416 |
Share-based compensation - Opti
Share-based compensation - Option Plans (Details) | 12 Months Ended | |||||||||||||
Nov. 01, 2023 | Jul. 03, 2023 | Jul. 01, 2022 | Jul. 01, 2021 | Jul. 01, 2020 | Jul. 02, 2019 | Jul. 05, 2018 | Jun. 22, 2018 | Jul. 03, 2017 | Nov. 28, 2016 | Aug. 11, 2016 | Jun. 23, 2016 | Mar. 16, 2015 GBP (£) item | Dec. 31, 2023 shares | |
Share based compensation | ||||||||||||||
Contractual term (in years) | 10 years | |||||||||||||
Number of option schemes | item | 3 | |||||||||||||
RSU | ||||||||||||||
Share based compensation | ||||||||||||||
Exercise price | shares | 0.001 | |||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Vesting period (in years) | 4 years | |||||||||||||
Contractual term (in years) | 10 years | |||||||||||||
Scheme limit, grants as a percentage of fully diluted share capital of the Company immediately following the IPO (as a percent) | 8% | |||||||||||||
Scheme limit, automatic increase percentage (as a percent) | 4% | |||||||||||||
Options granted in January 2016 and March 2015 | ||||||||||||||
Share based compensation | ||||||||||||||
Maximum value of option grants per participant | £ | £ 60,000 | |||||||||||||
Options granted in December 31, 2023 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Options granted in December 31, 2023 | Monthly installments over the following three years | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 75% | |||||||||||||
Vesting period (in years) | 3 years | |||||||||||||
Non-executive director | Options granted on June 23, 2016 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted on June 23, 2016 | Monthly installments over the following two years | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 75% | |||||||||||||
Vesting period (in years) | 2 years | |||||||||||||
Non-executive director | Options granted on August 11, 2016 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted on November 28, 2016 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted on November 28, 2016 | Monthly installments over the following two years | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 75% | |||||||||||||
Vesting period (in years) | 2 years | |||||||||||||
Non-executive director | Options granted on July 3, 2017 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted on June 22, 2018 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 5, 2018 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 5, 2018 | Monthly installments over the following two years | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 75% | |||||||||||||
Vesting period (in years) | 2 years | |||||||||||||
Non-executive director | Options granted in July 2, 2019 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 1, 2020 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 1, 2021 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 1, 2022 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in July 3, 2023 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 100% | |||||||||||||
Vesting period (in years) | 1 year | |||||||||||||
Non-executive director | Options granted in November 1, 2023 | First anniversary | ||||||||||||||
Share based compensation | ||||||||||||||
Vesting percentage (as a percent) | 25% | |||||||||||||
Vesting period (in years) | 1 year |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total share-based compensation expense included in the consolidated statements of operations | |||
Total share-based compensation expense | $ 11,773 | $ 18,240 | $ 20,629 |
Research and development | |||
Total share-based compensation expense included in the consolidated statements of operations | |||
Total share-based compensation expense | 3,061 | 6,264 | 9,052 |
General and administrative | |||
Total share-based compensation expense included in the consolidated statements of operations | |||
Total share-based compensation expense | $ 8,712 | $ 11,976 | $ 11,577 |
Share based compensation - Unre
Share based compensation - Unrecognized Compensation Cost (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share based compensation | |
Unrecognized compensation cost | $ 9,702,000 |
Expected weighted-average cost recognition period (in years) | 2 years 4 months 24 days |
Share-based compensation - Op_2
Share-based compensation - Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options granted on market value at grant date | |||
Number of options over ordinary shares granted (in shares) | 60,891,430 | 31,826,293 | 21,300,998 |
Weighted average fair value of ordinary shares options (in dollars per share) | $ 0.12 | $ 0.37 | $ 0.70 |
Options with nominal exercise price | |||
Number of additional options with a nominal exercise price granted | 27,375,252 | 24,248,424 | 17,765,778 |
Weighted average fair value of options with a nominal exercise price | $ 0.27 | $ 0.51 | $ 0.97 |
Share based compensation - Opti
Share based compensation - Option Activity (Details) - GBP (£) £ / shares in Units, £ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options | |||
Exercised (in shares) | (14,614,410) | (5,823,534) | (5,723,646) |
Employee Stock Option [Member] | |||
Options | |||
Outstanding at the beginning of the period (in shares) | 152,539,089 | ||
Granted (in shares) | 88,266,682 | ||
Exercised (in shares) | (14,614,410) | ||
Expired (in shares) | (14,916,414) | ||
Forfeited (in shares) | (20,124,772) | ||
Outstanding at the end of the period (in shares) | 191,150,175 | 152,539,089 | |
Weighted Average Exercise Price Per Option | |||
Outstanding at the beginning of the period (in dollars per share) | £ 0.44 | ||
Granted (in dollars per share) | 0.26 | ||
Exercise price (in dollars per share) | 0.01 | ||
Expired (in dollars per share) | 0.54 | ||
Forfeited (in dollars per share) | 0.18 | ||
Outstanding at the end of the period (in dollars per share) | £ 0.41 | £ 0.44 | |
Additional disclosures | |||
Outstanding - Average Remaining Contractual Term (Years) | 6 years 4 months 24 days | ||
Outstanding - Aggregate Intrinsic Value | £ 4,601 | ||
Exercisable - Options | 111,671,247 | ||
Exercisable - Weighted Average Exercise Price Per Option | £ 0.57 | ||
Exercisable - Average Remaining Contractual Term (Years) | 4 years 9 months 18 days | ||
Exercisable - Aggregate Intrinsic Value | £ 876 | ||
Options with nominal exercise price | |||
Options | |||
Outstanding at the beginning of the period (in shares) | |||
Outstanding at the end of the period (in shares) | 43,480,060 | ||
Additional disclosures | |||
Exercisable - Options | 7,608,744 | ||
Options granted on market value at grant date | |||
Options | |||
Outstanding at the beginning of the period (in shares) | 112,477,463 | ||
Granted (in shares) | 60,891,430 | 31,826,293 | 21,300,998 |
Exercised (in shares) | (2,318,712) | ||
Expired (in shares) | (14,681,143) | ||
Forfeited (in shares) | (8,698,923) | ||
Outstanding at the end of the period (in shares) | 147,670,115 | 112,477,463 | |
Weighted Average Exercise Price Per Option | |||
Outstanding at the beginning of the period (in dollars per share) | £ 0.60 | ||
Granted (in dollars per share) | 0.38 | ||
Exercise price (in dollars per share) | 0.08 | ||
Expired (in dollars per share) | 0.55 | ||
Forfeited (in dollars per share) | 0.42 | ||
Outstanding at the end of the period (in dollars per share) | £ 0.53 | £ 0.60 | |
Additional disclosures | |||
Outstanding - Average Remaining Contractual Term (Years) | 5 years 10 months 24 days | ||
Outstanding - Aggregate Intrinsic Value | £ 131 | ||
Exercisable - Options | 104,062,503 | ||
Exercisable - Weighted Average Exercise Price Per Option | £ 0.61 | ||
Exercisable - Average Remaining Contractual Term (Years) | 4 years 8 months 12 days | ||
Exercisable - Aggregate Intrinsic Value | £ 94 | ||
RSU | |||
Options | |||
Outstanding at the beginning of the period (in shares) | 40,061,626 | ||
Granted (in shares) | 27,375,252 | ||
Exercised (in shares) | (12,295,698) | ||
Expired (in shares) | (235,271) | ||
Forfeited (in shares) | (11,425,849) | ||
Outstanding at the end of the period (in shares) | 40,061,626 | ||
Additional disclosures | |||
Outstanding - Average Remaining Contractual Term (Years) | 8 years 1 month 6 days | 8 years 4 months 24 days | |
Outstanding - Aggregate Intrinsic Value | £ 4,470 | £ 8,014 | |
Exercisable - Average Remaining Contractual Term (Years) | 6 years 3 months 18 days | ||
Exercisable - Aggregate Intrinsic Value | £ 782 |
Share based compensation - Op_2
Share based compensation - Options Exercised (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share based compensation | |||
Option Exercised (in shares) | 14,614,410 | 5,823,534 | 5,723,646 |
Intrinsic value of stock options exercised | $ 2,527,000 | $ 2,368,000 | $ 4,321,000 |
Proceeds from exercise of stock options | 256,000 | 50,000 | 759,000 |
Tax benefit from stock option exercises | $ 541,000 | $ 488,000 | $ 862,000 |
Share based compensation - Stoc
Share based compensation - Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 £ / shares shares | |
Share-based compensation | |
Outstanding - Total Share Options | shares | 191,150,175 |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years 4 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 0.41 |
Exercisable - Total Share Options | shares | 111,671,247 |
Exercisable - Weighted-Average Exercise Price | £ 0.57 |
Exercise Price $0 | |
Share-based compensation | |
Exercise price | shares | 0.001 |
Outstanding - Total Share Options | shares | 43,480,060 |
Outstanding - Weighted-Average Remaining Contractual Life | 8 years 1 month 6 days |
Outstanding - Weighted Average Exercise Price | £ 0 |
Exercisable - Total Share Options | shares | 7,608,744 |
Exercisable - Weighted-Average Exercise Price | £ 0 |
Exercise Price $0.01 - $0.25 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.01 |
Exercise Price, Upper Range Limit | £ 0.25 |
Outstanding - Total Share Options | shares | 21,971,325 |
Outstanding - Weighted-Average Remaining Contractual Life | 7 years 3 months 18 days |
Outstanding - Weighted Average Exercise Price | £ 0.15 |
Exercisable - Total Share Options | shares | 12,088,355 |
Exercisable - Weighted-Average Exercise Price | £ 0.17 |
Exercise Price $0.26 - $0.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.26 |
Exercise Price, Upper Range Limit | £ 0.50 |
Outstanding - Total Share Options | shares | 58,019,113 |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days |
Outstanding - Weighted Average Exercise Price | £ 0.36 |
Exercisable - Total Share Options | shares | 29,574,227 |
Exercisable - Weighted-Average Exercise Price | £ 0.41 |
Exercise Price $0.51 - $0.75 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.51 |
Exercise Price, Upper Range Limit | £ 0.75 |
Outstanding - Total Share Options | shares | 37,467,776 |
Outstanding - Weighted-Average Remaining Contractual Life | 4 years 4 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 0.59 |
Exercisable - Total Share Options | shares | 36,525,314 |
Exercisable - Weighted-Average Exercise Price | £ 0.59 |
Exercise Price $0.76 - $1.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.76 |
Exercise Price, Upper Range Limit | £ 1 |
Outstanding - Total Share Options | shares | 22,398,887 |
Outstanding - Weighted-Average Remaining Contractual Life | 5 years |
Outstanding - Weighted Average Exercise Price | £ 0.84 |
Exercisable - Total Share Options | shares | 19,100,118 |
Exercisable - Weighted-Average Exercise Price | £ 0.85 |
Exercise Price $1.01 - $1.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.01 |
Exercise Price, Upper Range Limit | £ 1.50 |
Outstanding - Total Share Options | shares | 4,760,589 |
Outstanding - Weighted-Average Remaining Contractual Life | 4 years 1 month 6 days |
Outstanding - Weighted Average Exercise Price | £ 1.30 |
Exercisable - Total Share Options | shares | 4,423,554 |
Exercisable - Weighted-Average Exercise Price | £ 1.29 |
Exercise Price $1.51 - $2.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.51 |
Exercise Price, Upper Range Limit | £ 2 |
Outstanding - Total Share Options | shares | 2,208,807 |
Outstanding - Weighted Average Exercise Price | £ 1.67 |
Exercisable - Total Share Options | shares | 1,735,989 |
Exercisable - Weighted-Average Exercise Price | £ 1.68 |
Exercise Price Over $2.00 | |
Share-based compensation | |
Exercise Price, Upper Range Limit | £ 2 |
Outstanding - Total Share Options | shares | 843,618 |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years |
Outstanding - Weighted Average Exercise Price | £ 3.94 |
Exercisable - Total Share Options | shares | 614,946 |
Exercisable - Weighted-Average Exercise Price | £ 4.05 |
Share-based compensation - Fair
Share-based compensation - Fair Value Assumptions (Details) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | |||
Expected term (in years) | 5 years | 5 years | 5 years |
Expected dividend yield (as a percent) | 0% | 0% | 0% |
Minimum | |||
Assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | |||
Expected term (in years) | 6 months | ||
Expected volatility (as a percent) | 84% | 99% | 98% |
Risk free rate (as a percent) | 3.27% | 0.94% | 0% |
Maximum | |||
Assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | |||
Expected term (in years) | 4 years | ||
Expected volatility (as a percent) | 113% | 101% | 100% |
Risk free rate (as a percent) | 4.52% | 3.90% | 0.61% |
Income taxes - Loss before Inco
Income taxes - Loss before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Loss before income tax expense | $ (112,535) | $ (162,959) | $ (157,299) |
U.S. | |||
Income taxes | |||
Loss before income tax expense | (9,597) | (3,245) | 1,625 |
U.K. | |||
Income taxes | |||
Loss before income tax expense | $ (102,938) | $ (159,714) | $ (158,924) |
Income taxes - Components of In
Income taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
United States: | |||
Federal | $ 1,301 | $ 2,492 | $ 791 |
State and local | 9 | 5 | |
U.K. | 26 | ||
Total current tax expense | 1,336 | 2,497 | 791 |
United States: | |||
Total income tax expense | $ 1,336 | $ 2,497 | $ 791 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax liabilities | |||
Property, plant and equipment | $ (4,954) | $ (3,486) | |
Operating lease right-of-use assets | (1,780) | (1,529) | |
Other | (365) | (251) | |
Total | (7,099) | (5,266) | |
Deferred tax assets | |||
Share-based compensation expense | 15,039 | 16,963 | |
Property, plant and equipment | 391 | ||
Intangibles | 1,392 | 1,324 | |
Operating lease liabilities | 2,556 | 1,958 | |
Net operating loss and expenditure credit carryforwards | 241,337 | 136,592 | |
Capitalized research and development expenditure | 37,699 | 8,409 | |
Other | 3,605 | 532 | |
Total | 302,019 | 165,778 | |
Valuation allowance | (294,920) | (160,512) | $ (132,443) |
Deferred tax assets, net | 7,099 | $ 5,266 | |
Net deferred tax asset (liability) | $ 0 |
Income taxes - Change in Valuat
Income taxes - Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation allowance, beginning | $ 160,512 | $ 132,443 |
Foreign currency translation adjustments | 7,080 | (12,222) |
Net change in the valuation allowance | 134,408 | 28,069 |
Valuation allowance, ending | 294,920 | 160,512 |
Net loss | ||
Increase in valuation allowance | 21,076 | 30,455 |
Other comprehensive loss | ||
Increase in valuation allowance | (8,042) | $ 9,836 |
TCR Therapeutics Inc. | ||
Increase in valuation allowance | $ 114,294 |
Income taxes - Reconciliation_2
Income taxes - Reconciliation of Effective Tax Rate (Details) - His Majesty's Revenue and Customs (HMRC) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
UK tax rate | 23.50% | 19% | 19% |
Tax-exempt reimbursable tax credits included within pretax Research and development expense | 2.50% | 3.60% | 4.10% |
Income not taxable | 5.30% | ||
Surrender of R&D expenditures for R&D tax credit refund | (13.30%) | (10.50%) | (10.30%) |
Expenses not deductible | (2.30%) | (0.30%) | (0.20%) |
Change in valuation allowances | (18.90%) | (18.80%) | (31.80%) |
Change in tax rates | 13.70% | ||
Difference in tax rates | 0% | 5.50% | 4.40% |
R&D tax credits generated | 3.10% | 2.10% | 2% |
Other | (1.00%) | (2.10%) | (1.40%) |
Effective income tax rate | (1.10%) | (1.50%) | (0.50%) |
Income taxes - Change in Tax Ra
Income taxes - Change in Tax Rate (Details) | 12 Months Ended | |||||
Apr. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | ||||||
Gain on bargain purchase | $ 22,049,000 | |||||
U.K. | ||||||
Income taxes | ||||||
Tax rate (as a percent) | 25% | 19% | 23.50% | 23.50% | 19% | 19% |
Difference in tax rates | 25% | 25% | ||||
U.S. | ||||||
Income taxes | ||||||
Gain on bargain purchase | $ 22,049,000 | |||||
Difference in tax rates | 21% | 21% | 21% | 21% | ||
His Majesty's Revenue and Customs (HMRC) | ||||||
Income taxes | ||||||
Tax rate (as a percent) | 23.50% | 23.50% | 19% | 19% | ||
Operating Loss Carryforwards | $ 563,883,000 | |||||
Expenditure credit carryforward | $ 915,000 | |||||
Annual allowance | £ | £ 5,000,000 | |||||
Percentage on taxable profit | 50% | |||||
Internal Revenue Service (IRS) | ||||||
Income taxes | ||||||
Operating Loss Carryforwards | $ 366,609,000 | |||||
Expenditure credit carryforward | 179,519,000 | |||||
Tax credit carryforwards | $ 3,759,000 | |||||
Tax credit carried forward period | 20 years | 20 years |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income taxes | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Geographic information - Operat
Geographic information - Operations by Geographic Area - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operations by Geographic Area | ||
Long-lived assets | $ 71,708 | $ 71,535 |
U.K. | ||
Operations by Geographic Area | ||
Long-lived assets | 40,988 | 42,387 |
U.S. | ||
Operations by Geographic Area | ||
Long-lived assets | $ 30,720 | $ 29,148 |
Geographic information - Major
Geographic information - Major Customers (Details) - Revenues - Customer Concentration Risk | 12 Months Ended |
Dec. 31, 2023 | |
Astellas Pharma Inc. | |
Major Customers | |
Concentration risk (as a percentage) | 73% |
Genentech, Inc. | |
Major Customers | |
Concentration risk (as a percentage) | 26% |
GSK Collaboration And License Agreement | |
Major Customers | |
Concentration risk (as a percentage) | 1% |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring | |||
Restructuring and Related Cost, Cost Incurred to Date | $ 1,703 | $ 2,285 | |
Total amount and cumulative amount incurred to December 31, 2023 | 3,988 | ||
Percent of headcount reduction | 25% | ||
Contractual termination benefits | |||
Restructuring | |||
Restructuring and Related Cost, Cost Incurred to Date | 778 | 1,171 | |
Total amount and cumulative amount incurred to December 31, 2023 | 1,949 | ||
One-time employee termination benefits | |||
Restructuring | |||
Restructuring and Related Cost, Cost Incurred to Date | 925 | $ 1,114 | |
Total amount and cumulative amount incurred to December 31, 2023 | $ 2,039 |
Restructuring - Movements in Pr
Restructuring - Movements in Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring | ||
Balance at the beginning | $ 2,285 | |
Costs incurred and charged to General and administrative expenses | 1,617 | $ 2,285 |
Costs paid during the period | (3,996) | |
Adjustments to the liability | 86 | |
Effect of foreign exchange rates | 8 | |
Balance at the end | 2,285 | |
Contractual termination benefits | ||
Restructuring | ||
Balance at the beginning | 1,171 | |
Costs incurred and charged to General and administrative expenses | 670 | 1,171 |
Costs paid during the period | (1,955) | |
Adjustments to the liability | 108 | |
Effect of foreign exchange rates | 6 | |
Balance at the end | 1,171 | |
One-time employee termination benefits | ||
Restructuring | ||
Balance at the beginning | 1,114 | |
Costs incurred and charged to General and administrative expenses | 947 | 1,114 |
Costs paid during the period | (2,041) | |
Adjustments to the liability | (22) | |
Effect of foreign exchange rates | $ 2 | |
Balance at the end | $ 1,114 |
Restructuring - TCR post-acquis
Restructuring - TCR post-acquisition senior leadership severance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Research and development | |
Restructuring | |
Accelerated vesting of share-based compensation awards | $ 200 |
General and administrative expenses | |
Restructuring | |
Accelerated vesting of share-based compensation awards | 800 |
Employee Severance | |
Restructuring | |
Severance and other cash payments | 5,655 |
Accelerated vesting of share-based compensation awards | 1,032 |
Total and cumulative amount incurred | $ 6,687 |
Restructuring - TCR post-acqu_2
Restructuring - TCR post-acquisition senior leadership severance - Change in Liability (Details) $ in Thousands | 7 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring | |
Beginning liability | $ 805 |
Cost paid during the period | (5,887) |
Ending liability | 573 |
Research and development | |
Restructuring | |
Costs incurred and charged | 1,267 |
General and administrative | |
Restructuring | |
Costs incurred and charged | $ 4,388 |
Business combinations (Details)
Business combinations (Details) - USD ($) | Jun. 01, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets acquired | ||||
Operating lease right-of-use assets | $ 20,762,000 | $ 18,019,000 | ||
Liabilities assumed | ||||
Operating lease liabilities, current | (5,384,000) | (2,728,000) | ||
Operating lease liabilities, non-current | $ (19,851,000) | $ (20,349,000) | ||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Percentage held following the transaction | 25% | |||
Adaptimmune | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Percentage held following the transaction | 75% | |||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Shares issued | 357,429,306 | 357,429,306 | ||
Percentage of ownership | 100% | |||
Market price | $ 1.02 | |||
Ordinary share price per share | $ 0.17 | |||
Consideration transferred: | ||||
Fair value of shares issued | $ 60,763,000 | $ 60,763,000 | ||
Fair value of replacement share options issued | 963,000 | |||
Purchase consideration | 61,726,000 | |||
Assets acquired | ||||
Cash and cash equivalents | 43,610,000 | |||
Restricted cash | 1,654,000 | |||
Marketable securities - available-for-sale debt securities | 39,532,000 | |||
Other current assets and prepaid expenses | 6,029,000 | |||
Property, plant and equipment | 2,712,000 | |||
Operating lease right-of-use assets | 5,145,000 | |||
Intangible assets | 58,000 | |||
Total assets acquired | 98,740,000 | |||
Liabilities assumed | ||||
Accounts payable | (6,210,000) | |||
Accrued expenses and other current liabilities | (4,537,000) | |||
Operating lease liabilities, current | (1,974,000) | |||
Operating lease liabilities, non-current | (2,244,000) | |||
Total liabilities assumed | (14,965,000) | |||
Net assets acquired and liabilities assumed | $ 83,775,000 |
Business combinations - Gain on
Business combinations - Gain on bargain purchase (Details) | 12 Months Ended | |||
Jun. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 06, 2024 $ / shares | May 31, 2023 $ / shares | |
Merger with TCR2 Therapeutics Inc. | ||||
Gain on bargain purchase | $ 22,049,000 | |||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Purchase consideration | $ (61,726,000) | |||
Net assets acquired and liabilities assumed | 83,775,000 | |||
Gain on bargain purchase | $ 22,049,000 | 22,000,000 | ||
Ratio for issuance of Company's ADSs for each TCR2 stock acquired | 1.5117 | |||
Closing price of Company's ADS | $ / shares | $ 1.32 | $ 1.02 | ||
Amount of TCR2's earnings included in the Company's Consolidated Statement of Operations | $ (32,427,000) |
Business combinations - Proform
Business combinations - Proforma Information (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Jun. 01, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Merger with TCR2 Therapeutics Inc. | |||||
Acquisition-related costs incurred by TCR2 | $ 7,300 | ||||
Gain on bargain purchase | 22,049 | ||||
Share-based compensation expense | 11,773 | $ 18,240 | $ 20,629 | ||
TCR2 Therapeutics | |||||
Merger with TCR2 Therapeutics Inc. | |||||
Share-based compensation expense | $ 1,000 | 11,400 | |||
TCR2 Therapeutics | |||||
Merger with TCR2 Therapeutics Inc. | |||||
Revenue | 60,281 | 27,148 | |||
Net loss | (177,312) | $ (301,879) | |||
Acquisition-related costs incurred by TCR2 | 9,000 | ||||
Gain on bargain purchase | $ 22,049 | 22,000 | |||
Acquisition-related costs | $ 7,346 |
Business combinations - Acquisi
Business combinations - Acquisition-related costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Merger with TCR2 Therapeutics Inc. | |
Issuance costs incurred relating to the issuance of shares to TCR2 stockholders | $ 0 |
TCR2 Therapeutics | |
Merger with TCR2 Therapeutics Inc. | |
Legal, professional and accounting fees | 5,174 |
Bankers' fees | 2,172 |
Total acquisition-related costs | $ 7,346 |
Subsequent Events - 2022 Sales
Subsequent Events - 2022 Sales Agreement (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Mar. 04, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events | ||||
Number of ordinary shares sold (in shares) | 112,500,000 | |||
Net proceeds | $ 14,653,500 | |||
Remaining amount under the Sales Agreement | $ 171,067,867 | |||
Common stock | ||||
Subsequent Events | ||||
Number of ordinary shares sold (in shares) | 3,854,496 | 43,738,422 | 3,069,330 | |
American Depository Shares (ADSs) | ||||
Subsequent Events | ||||
Sold shares represented by American Depositary Shares (in shares) | 18,750,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (113,871) | $ (165,456) | $ (158,090) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |