Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38067 | |
Entity Registrant Name | Verona Pharma plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1489389 | |
Entity Address, Address Line One | 3 More London Riverside | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SE1 2RE | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 203 | |
Local Phone Number | 283 4200 | |
Title of 12(b) Security | Ordinary shares, nominal value £0.05 per share* | |
Trading Symbol | VRNA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 463,745,750 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001657312 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 169,598 | $ 187,986 |
Prepaid expenses | 7,247 | 4,538 |
Tax and tax incentive receivables | 10,272 | 8,260 |
Other current assets | 1,484 | 1,720 |
Total current assets | 188,601 | 202,504 |
Non-current assets: | ||
Furniture and equipment, net | 98 | 107 |
Goodwill | 545 | 545 |
Right-of-use assets | 906 | 1,050 |
Total non-current assets | 1,549 | 1,702 |
Total assets | 190,150 | 204,206 |
Current liabilities: | ||
Accounts payable | 541 | 178 |
Accrued expenses | 8,514 | 10,863 |
Operating lease liability | 757 | 798 |
Warrants | 2,753 | 2,246 |
Other current liabilities | 133 | 118 |
Total current liabilities | 12,698 | 14,203 |
Non-current liabilities: | ||
Term loan | 4,685 | 4,635 |
Operating Lease, Liability, Noncurrent | 353 | 514 |
Total non-current liabilities | 5,038 | 5,149 |
Total liabilities | 17,736 | 19,352 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Ordinary £0.05 par value shares; 488,304,446 and 488,304,446 issued, and 463,745,750 and 463,304,446 outstanding, at March 31, 2021 and December 31, 2020, respectively | 31,794 | 31,794 |
Additional paid-in capital | 375,261 | 366,411 |
Ordinary shares held in treasury | (1,670) | (1,700) |
Accumulated other comprehensive loss | (4,601) | (4,601) |
Accumulated deficit | (228,370) | (207,050) |
Total shareholders' equity | 172,414 | 184,854 |
Total liabilities and shareholders' equity | $ 190,150 | $ 204,206 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - £ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in pounds sterling per share) | £ 0.05 | £ 0.05 |
Common stock, issued (in shares) | 488,304,446 | 488,304,446 |
Common stock, outstanding (in shares) | 463,745,750 | 463,304,446 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses | ||
Research and development | $ 13,574 | $ 7,622 |
General and administrative | 9,282 | 6,862 |
Total operating expenses | 22,856 | 14,484 |
Operating loss | (22,856) | (14,484) |
Other income / (expense) | ||
Benefit from research and development tax credit | 2,070 | 1,685 |
Interest income | 4 | 69 |
Interest expense | (84) | 0 |
Fair value movement on warrants | (507) | 142 |
Foreign exchange gain | 163 | 293 |
Total other income, net | 1,646 | 2,189 |
Loss before income taxes | (21,210) | (12,295) |
Income tax expense | (80) | (51) |
Net loss | (21,290) | (12,346) |
Other comprehensive (loss) / income: | ||
Foreign currency translation adjustments | 0 | (2,157) |
Total comprehensive loss attributable to shareholders of the Company | $ (21,290) | $ (14,503) |
Loss per share, basic (in dollars per share) | $ (0.05) | $ (0.12) |
Loss per share, diluted (in dollars per share) | $ (0.05) | $ (0.12) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Ordinary shares | Additional paid-in capital | Ordinary shares held in treasury | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 105,326,638 | |||||
Beginning balance at Dec. 31, 2019 | $ 42,741 | $ 7,265 | $ 179,535 | $ (2,280) | $ (141,779) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (12,346) | (12,346) | ||||
Retranslation of foreign operations | (2,157) | (2,157) | ||||
Share options exercised during the period | 52 | $ 52 | ||||
Share options exercised during the period (in shares) | 887,080 | |||||
Share-based compensation | 1,867 | 1,867 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 106,213,718 | |||||
Ending balance at Mar. 31, 2020 | $ 30,157 | $ 7,317 | 181,402 | (4,437) | (154,125) | |
Beginning balance (in shares) at Dec. 31, 2020 | 463,304,446 | 488,304,446 | ||||
Beginning balance at Dec. 31, 2020 | $ 184,854 | $ 31,794 | 366,411 | $ (1,700) | (4,601) | (207,050) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (21,290) | (21,290) | ||||
Retranslation of foreign operations | 0 | |||||
Restricted share units vested | 0 | 30 | (30) | |||
Share-based compensation | $ 8,850 | 8,850 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 463,745,750 | 488,304,446 | ||||
Ending balance at Mar. 31, 2021 | $ 172,414 | $ 31,794 | $ 375,261 | $ (1,670) | $ (4,601) | $ (228,370) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net loss | $ (21,290) | $ (12,346) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Foreign exchange gain | (155) | (234) |
Amortization of debt issue costs | 19 | 0 |
Accretion of redemption premium on debt | 31 | 0 |
Fair value movement on warrants | 507 | (142) |
Impairment of right-of-use asset | 0 | 289 |
Share-based compensation | 8,850 | 1,867 |
Depreciation and amortization | 153 | 160 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,709) | 195 |
Tax and tax incentive receivables | (2,012) | (1,632) |
Other current assets | 236 | 845 |
Non-current assets | 0 | (716) |
Accounts payable | 363 | (1,106) |
Accrued expenses | (2,349) | (1,343) |
Lease liabilities | (210) | 575 |
Other liabilities | 15 | 364 |
Net cash used in operating activities | (18,551) | (13,224) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | 0 | (5) |
Sale of short-term investments | 0 | 9,792 |
Net cash provided by investing activities | 0 | 9,787 |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 163 | (2,008) |
Net increase in cash and cash equivalents | (18,388) | (5,445) |
Cash and cash equivalents at beginning of the period | 187,986 | 30,428 |
Cash and cash equivalents at end of the period | 169,598 | 24,983 |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 55 | $ 0 |
Organization and description of
Organization and description of business operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Business Description | Organization and description of business operations Verona Pharma plc (the “Company”) is incorporated and domiciled in the United Kingdom. Verona Pharma plc has two wholly-owned subsidiaries, Verona Pharma, Inc., a Delaware corporation, and Rhinopharma Limited (“Rhinopharma”), a Canadian company. The address of the registered office is 1 Central Square, Cardiff, CF10 1FS, United Kingdom. The Company is a clinical-stage biopharmaceutical group focused on developing and commercializing innovative therapeutics for the treatment of respiratory diseases with significant unmet medical needs. The Company’s American Depositary Shares (”ADSs”) are listed on Nasdaq, which trade under the symbol “VRNA”. Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception, and has an accumulated deficit of $228.4 million as of March 31, 2021. The Company expects to incur additional losses and negative cash flows from operations until its products potentially gain regulatory approval and reach commercial profitability, if at all. The Company expects that its cash and cash equivalents as of March 31, 2021, will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance. On March 19, 2021, the Company entered into an open market sale agreement with respect to an at-the-market offering program (the “ATM Program”) under which the Company may issue and sell its ADSs, with an aggregate offering price of up to $100.0 million. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting policies | Basis of Presentation and Summary of Significant Accounting policies Basis of presentation and consolidation The unaudited condensed consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiaries Verona Pharma, Inc. and Rhinopharma. All inter-company balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and have been prepared in conformity with accounting principles generally accepted in the U.S. (“US GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021 (the “2020 Form 10-K”). The balance sheet as of December 31, 2020 was derived from audited consolidated financial statements included in the 2020 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. Segment reporting The Company has one operating and reportable segment, pharmaceutical development. Use of estimates The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses, the fair value of share-based compensation and the fair value of warrants. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. Recently adopted accounting standards and recent accounting standards not yet adopted There are no recently adopted accounting standards and recent accounting standards not yet adopted that the Company believes will have a material impact on the Company’s consolidated financial statements. |
Prepaid expenses
Prepaid expenses | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses | Prepaid expenses Prepaid expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Clinical trial and other development costs $ 6,296 $ 2,551 Insurance 574 1,701 Other 377 286 Total prepaid expenses and other current assets $ 7,247 $ 4,538 |
Tax and tax incentive receivabl
Tax and tax incentive receivable | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Tax and tax incentive receivable | Tax and tax incentive receivables Taxes receivable consisted of the following (in thousands): March 31, December 31, 2021 2020 Research and development tax credit receivable - U.K. $ 10,272 $ 8,202 Tax receivable - U.S. — 58 Total tax receivable $ 10,272 $ 8,260 |
Accrued expenses
Accrued expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Clinical trial and other development costs $ 6,536 $ 8,607 Professional fees and general corporate costs 1,454 2,149 People related costs 524 107 Total accrued expenses $ 8,514 $ 10,863 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants In the periods ended March 31, 2021, and December 31, 2020, no warrants were exercised or forfeited. The warrants had no intrinsic value as at March 31, 2021. There have been no changes in valuation techniques or transfers between fair value measurement levels during the period ended March 31, 2021. They are measured at fair value and included at level 3 in the fair value hierarchy. The warrants are valued using the Black-Scholes model and the table below presents the assumptions used: March 31, December 31, 2021 2020 Shares potentially issued under warrants 12,401,262 12,401,262 Exercise price in pounds sterling £ 1.7238 £ 1.7238 Risk-free interest rate 0.08 % — % Expected term to exercise 1.09 1.33 Annualized volatility 109.1 % 105.4 % Dividend rate — % — % Calculated value of the warrants, in thousands of U.S. dollars $ 2,753 $ 2,246 For the amount recognized at March 31, 2021, the effect when the following parameter deviates up or down is presented in the below table (in thousands): 10% volatility increase $ 3,282 Base case, reported fair value 2,753 10% volatility decrease $ 2,234 |
Term loan
Term loan | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Term loan | Term loan In November 2020, the Company entered into a term loan facility of up to $30.0 million (the “Term Loan”), consisting of advances of $5.0 million funded at closing and $10.0 million and $15.0 million contingent upon achievement of certain clinical development milestones and other specified conditions. As at March 31, 2021, the Company had $5.0 million principal outstanding under the Term Loan. As at March 31, 2021, the carrying value of the Term Loan was approximately $4.7 million, of which all was due in more than 12 months. The debt balance has been categorized within Level 3 of the fair value hierarchy. The carrying amount of the debt approximates its fair value based on prevailing interest rates as at the balance sheet date. |
Share based compensation
Share based compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share based compensation | Share-based compensation The following table shows the allocation of share-based compensation between research and development and general and administrative costs (in thousands): Three months ended March 31, 2021 2020 Research and development $ 3,432 $ 493 General and administrative 5,418 1,374 Total $ 8,850 $ 1,867 Share options The following table shows share option activity in the period: 2021 Number of share options outstanding Weighted average exercise price Outstanding at January 1 13,125,672 $ 1.41 Forfeited (996,720) 1.17 Outstanding at March 31 12,128,952 $ 1.43 Restricted stock units activity The following table shows restricted stock unit (“RSU”) activity in the period: 2021 Number of RSUs outstanding Weighted average remaining contractual term (years) Outstanding at January 1 61,992,360 1.5 Granted 750,928 Vested (441,304) Outstanding at March 31 62,301,984 1.3 |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Net loss per share is calculated on an ordinary share basis. The Company’s ADSs that are listed on the Nasdaq Global Market each represent eight ordinary shares.The following table shows the computation of basic and diluted earnings per share for the periods ended March 31, 2021 and 2020 (net loss in thousands, loss per share in dollars): Three months ended March 31, 2021 2020 Numerator: Net loss $ 21,290 $ 12,346 Net loss available to ordinary shareholders - basic and diluted $ 21,290 $ 12,346 Denominator: Weighted-average shares outstanding - basic and diluted 469,465,085 105,453,364 Net loss per share - basic and diluted $ (0.05) $ (0.12) During the periods ended March 31, 2021 and 2020, outstanding share options, RSUs and warrants of 77,584,846 and 35,669,750, respectively, were not included in the computation of diluted earnings per ordinary share, because to do so would be antidilutive. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The unaudited condensed consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiaries Verona Pharma, Inc. and Rhinopharma. All inter-company balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and have been prepared in conformity with accounting principles generally accepted in the U.S. (“US GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021 (the “2020 Form 10-K”). The balance sheet as of December 31, 2020 was derived from audited consolidated financial statements included in the 2020 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. |
Segment Reporting | Segment reporting The Company has one operating and reportable segment, pharmaceutical development. |
Use of estimates | Use of estimates The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses, the fair value of share-based compensation and the fair value of warrants. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. |
Recently adopted accounting standards and recent accounting standards not yet adopted | Recently adopted accounting standards and recent accounting standards not yet adopted There are no recently adopted accounting standards and recent accounting standards not yet adopted that the Company believes will have a material impact on the Company’s consolidated financial statements. |
Prepaid expenses (Tables)
Prepaid expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses | Prepaid expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Clinical trial and other development costs $ 6,296 $ 2,551 Insurance 574 1,701 Other 377 286 Total prepaid expenses and other current assets $ 7,247 $ 4,538 |
Tax and tax incentive receiva_2
Tax and tax incentive receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Components of Taxes Receivable | Taxes receivable consisted of the following (in thousands): March 31, December 31, 2021 2020 Research and development tax credit receivable - U.K. $ 10,272 $ 8,202 Tax receivable - U.S. — 58 Total tax receivable $ 10,272 $ 8,260 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Clinical trial and other development costs $ 6,536 $ 8,607 Professional fees and general corporate costs 1,454 2,149 People related costs 524 107 Total accrued expenses $ 8,514 $ 10,863 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Fair Value Valuation Assumptions of Warrants | The warrants are valued using the Black-Scholes model and the table below presents the assumptions used: March 31, December 31, 2021 2020 Shares potentially issued under warrants 12,401,262 12,401,262 Exercise price in pounds sterling £ 1.7238 £ 1.7238 Risk-free interest rate 0.08 % — % Expected term to exercise 1.09 1.33 Annualized volatility 109.1 % 105.4 % Dividend rate — % — % Calculated value of the warrants, in thousands of U.S. dollars $ 2,753 $ 2,246 |
Fair Value Impact Of Increase Or Decrease in Volatility | For the amount recognized at March 31, 2021, the effect when the following parameter deviates up or down is presented in the below table (in thousands): 10% volatility increase $ 3,282 Base case, reported fair value 2,753 10% volatility decrease $ 2,234 |
Share based compensation (Table
Share based compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Allocation of Share Based Compensation Expense | The following table shows the allocation of share-based compensation between research and development and general and administrative costs (in thousands): Three months ended March 31, 2021 2020 Research and development $ 3,432 $ 493 General and administrative 5,418 1,374 Total $ 8,850 $ 1,867 |
Share Option Activity | The following table shows share option activity in the period: 2021 Number of share options outstanding Weighted average exercise price Outstanding at January 1 13,125,672 $ 1.41 Forfeited (996,720) 1.17 Outstanding at March 31 12,128,952 $ 1.43 |
Restricted Stock Unit Activity | The following table shows restricted stock unit (“RSU”) activity in the period: 2021 Number of RSUs outstanding Weighted average remaining contractual term (years) Outstanding at January 1 61,992,360 1.5 Granted 750,928 Vested (441,304) Outstanding at March 31 62,301,984 1.3 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earning Per Share | The following table shows the computation of basic and diluted earnings per share for the periods ended March 31, 2021 and 2020 (net loss in thousands, loss per share in dollars): Three months ended March 31, 2021 2020 Numerator: Net loss $ 21,290 $ 12,346 Net loss available to ordinary shareholders - basic and diluted $ 21,290 $ 12,346 Denominator: Weighted-average shares outstanding - basic and diluted 469,465,085 105,453,364 Net loss per share - basic and diluted $ (0.05) $ (0.12) |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)subsidiary | Mar. 19, 2021USD ($) | Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of wholly owned subsidiaries | subsidiary | 2 | ||
Class of Stock [Line Items] | |||
Accumulated deficit | $ 228,370 | $ 207,050 | |
American Depository Shares | |||
Class of Stock [Line Items] | |||
Maximum aggregate offering price | $ 100,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting policies (Details) | 3 Months Ended |
Mar. 31, 2021subsidiary | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Prepaid expenses (Details)
Prepaid expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Clinical trial and other development costs | $ 6,296 | $ 2,551 |
Insurance | 574 | 1,701 |
Other | 377 | 286 |
Total prepaid expenses and other current assets | $ 7,247 | $ 4,538 |
Tax and tax incentive receiva_3
Tax and tax incentive receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Research and development tax credit receivable - U.K. | $ 10,272 | $ 8,202 |
Tax receivable - U.S. | 0 | 58 |
Total tax receivable | $ 10,272 | $ 8,260 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Clinical trial and other development costs | $ 6,536 | $ 8,607 |
Professional fees and general corporate costs | 1,454 | 2,149 |
People related costs | 524 | 107 |
Total accrued expenses | $ 8,514 | $ 10,863 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
Number of warrants exercised and forfeited | 0 | 0 |
Intrinsic value | $ 0 |
Warrants - Fair Value Assumptio
Warrants - Fair Value Assumptions (Details) $ in Thousands | Mar. 31, 2021USD ($)shares | Mar. 31, 2021£ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020£ / shares |
Class of Warrant or Right [Line Items] | ||||
Stock warrants (in shares) | shares | 12,401,262 | 12,401,262 | ||
Exercise price of stock warrant (in pound sterling per share) | £ / shares | £ 1.7238 | £ 1.7238 | ||
Expected term to exercise | 1 year 1 month 2 days | 1 year 3 months 29 days | ||
Calculated value of the warrants, in thousands of U.S. dollars | $ | $ 2,753 | $ 2,246 | ||
Risk-free interest rate | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement Input | 0.0008 | 0 | ||
Annualized volatility | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement Input | 1.091 | 1.054 | ||
Dividend rate | ||||
Class of Warrant or Right [Line Items] | ||||
Measurement Input | 0 | 0 |
Warrants - Effect of Change in
Warrants - Effect of Change in Volatility (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Other Liabilities Disclosure [Abstract] | |
10% volatility increase | $ 3,282 |
Base case, reported fair value | 2,753 |
10% volatility decrease | $ 2,234 |
Term loan (Details)
Term loan (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Carrying value of term loan | $ 4,685 | $ 4,635 | |
Accumulated deficit | (228,370) | $ (207,050) | |
Secured Debt | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 30,000 | ||
Funded advances | 5,000 | ||
Principal outstanding | $ 5,000 | ||
Secured Debt | Term B Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 10,000 | ||
Secured Debt | Term C Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 15,000 |
Share based compensation - Shar
Share based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 8,850 | $ 1,867 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 3,432 | 493 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 5,418 | $ 1,374 |
Share based compensation - Sh_2
Share based compensation - Share Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of share options outstanding | |
Beginning balance outstanding | shares | 13,125,672 |
Forfeited | shares | (996,720) |
Ending balance outstanding | shares | 12,128,952 |
Weighted average exercise price | |
Outstanding, Beginning Balance, Weighted average exercise price (in dollars per share) | $ / shares | $ 1.41 |
Forfeited, Weight average exercise price (in dollars per share) | $ / shares | 1.17 |
Outstanding, Ending Balance, Weighted average exercise price (in dollars per share) | $ / shares | $ 1.43 |
Share based compensation - RSU
Share based compensation - RSU Activity (Details) - Restricted Stock Units - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RSU Activity | ||
Outstanding, beginning balance | 61,992,360 | |
Granted | 750,928 | |
Vested | (441,304) | |
Outstanding, ending balance | 62,301,984 | 61,992,360 |
Outstanding, Weighted average remaining contractual term | 1 year 3 months 18 days | 1 year 6 months |
Net loss per share - Computatio
Net loss per share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ 21,290 | $ 12,346 |
Net loss available to ordinary shareholders - basic | 21,290 | 12,346 |
Net loss available to ordinary shareholders - diluted | $ 21,290 | $ 12,346 |
Denominator: | ||
Weighted-average shares outstanding, basic (in shares) | 469,465,085 | 105,453,364 |
Weighted-average shares outstanding, diluted (in shares) | 469,465,085 | 105,453,364 |
Net loss per share, basic (in dollars per share) | $ (0.05) | $ (0.12) |
Net loss per share, diluted (in dollars per share) | $ (0.05) | $ (0.12) |
Antidilutive securities excluded from computation of loss per share (in shares) | 77,584,846 | 35,669,750 |