Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ITRM | |
Entity Registrant Name | Iterum Therapeutics plc | |
Entity Central Index Key | 0001659323 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
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 | 12,233,374 | |
Entity File Number | 001-38503 | |
Entity Tax Identification Number | 98-1283148 | |
Entity Address, Address Line One | Fitzwilliam Court 1st Floor | |
Entity Address, Address Line Two | Leeson Close | |
Entity Address, City or Town | Dublin 2 | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | Not applicable | |
City Area Code | +353 | |
Local Phone Number | 1 669-4820 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Ordinary Shares, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | L2 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20,489 | $ 27,446 |
Short-term investments | 43,834 | 53,898 |
Current portion of restricted cash | 30 | |
Income taxes receivable | 413 | |
Prepaid expenses and other current assets | 1,886 | 1,922 |
Total current assets | 66,652 | 83,266 |
Intangible asset, net | 2,148 | 3,435 |
Property and equipment, net | 34 | 91 |
Restricted cash, less current portion | 34 | 64 |
Other assets | 2,687 | 4,653 |
Total assets | 71,555 | 91,509 |
Current liabilities: | ||
Accounts payable | 1,229 | 878 |
Accrued expenses | 3,732 | 1,165 |
Derivative liability | 610 | 6,058 |
Current portion of long-term debt | 1,627 | |
Income taxes payable | 221 | |
Other current liabilities | 1,938 | 2,992 |
Total current liabilities | 7,509 | 12,941 |
Long-term debt, less current portion | 9,298 | 6,930 |
Royalty-linked notes | 20,917 | 17,968 |
Other liabilities | 1,282 | 3,436 |
Total liabilities | 39,006 | 41,275 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity | ||
Undesignated preferred shares, $0.01 par value per share: 100,000,000 shares authorized at September 30, 2022 and December 31, 2021; no shares issued at September 30, 2022 and December 31, 2021 | ||
Ordinary shares, $0.01 par value per share: 20,000,000 shares authorized at September 30, 2022 and 20,000,000 shares authorized at December 31, 2021, 12,233,374 shares issued at September 30, 2022; 12,185,018 shares issued at December 31, 2021 | 122 | 122 |
Additional paid-in capital | 450,264 | 428,605 |
Accumulated deficit | (417,837) | (378,493) |
Total shareholders' equity | 32,549 | 50,234 |
Total liabilities and shareholders' equity | $ 71,555 | $ 91,509 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2022 | Aug. 17, 2022 | Dec. 31, 2021 | Jan. 28, 2021 |
Statement of Financial Position [Abstract] | ||||
Undesignated preferred shares, par value | $ 0.01 | $ 0.01 | ||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | ||
Undesignated preferred shares issued | 0 | 0 | ||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | ||
Ordinary shares, shares issued | 12,233,374 | 12,185,018 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ (4,353) | $ (1,845) | $ (11,777) | $ (7,010) |
General and administrative | (2,681) | (3,029) | (10,680) | (10,698) |
Total operating expenses | (7,034) | (4,874) | (22,457) | (17,708) |
Operating loss | (7,034) | (4,874) | (22,457) | (17,708) |
Interest expense, net | (636) | (849) | (2,441) | (4,781) |
Adjustments to fair value of derivatives | (4,834) | 9,783 | 2,498 | (64,526) |
Cancellation of share options | (17,350) | (17,350) | ||
Other income, net | 175 | 33 | 606 | 167 |
Total other income / (expense), net | (22,645) | 8,967 | (16,687) | (69,140) |
(Loss ) / income before income taxes | (29,679) | 4,093 | (39,144) | (86,848) |
Income tax benefit / (expense) | 570 | (352) | (200) | (534) |
Net (loss) / income and comprehensive (loss) / income | (29,109) | 3,741 | (39,344) | (87,382) |
Net (loss) / income attributable to ordinary shareholders | $ (29,109) | $ 3,741 | $ (39,344) | $ (87,382) |
Net (loss)/ income per share attributable to ordinary shareholders - basic | $ (2.38) | $ 0.31 | $ (3.22) | $ (8.40) |
Net (loss) /income per share attributable to ordinary shareholders - diluted | $ (2.38) | $ 0.28 | $ (3.22) | $ (8.40) |
Weighted average ordinary shares outstanding-basic | 12,233,374 | 12,182,002 | 12,217,188 | 10,403,889 |
Weighted average ordinary shares outstanding-diluted | 12,233,374 | 13,483,807 | 12,217,188 | 10,403,889 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss | $ (39,344) | $ (87,382) | |||
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Depreciation | 74 | 331 | $ 391 | ||
Amortization of intangible asset | 1,287 | ||||
Share-based compensation expense | 4,301 | 2,352 | |||
Cancellation of share options expense | $ 17,350 | 17,350 | |||
Interest on short-term investments | (81) | (136) | |||
Non-cash loss on short-term investments | 468 | 353 | |||
Amortization of debt discount and deferred financing costs | 1,748 | 3,636 | |||
Adjustments to fair value of derivatives | 4,834 | $ (9,783) | (2,498) | 64,526 | |
Other | 1,914 | 2,311 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | (1,742) | 1,516 | |||
Accounts payable | 351 | (540) | |||
Accrued expenses | 2,577 | (137) | |||
Income taxes | (620) | (397) | |||
Other liabilities | (608) | (689) | |||
Net cash used in operating activities | (14,208) | (13,383) | |||
Cash flows from investing activities: | |||||
Purchases of property, plant and equipment | (17) | (48) | |||
Purchases of short-term investments | (36,031) | (60,081) | |||
Proceeds from sale of short-term investments | 45,627 | 10,000 | |||
Net cash (used in) / provided by investing activities | 9,579 | (50,129) | |||
Cash flows from financing activities: | |||||
Repayments of long-term debt | (2,251) | (4,887) | |||
Proceeds from issuance of ordinary shares, net of transaction costs | 89,643 | ||||
Net cash (used in) / provided by financing activities | (2,251) | 84,756 | |||
Effect of exchange rates on cash and cash equivalents | (77) | (14) | |||
Net increase in cash, cash equivalents and restricted cash | (6,957) | 21,230 | |||
Cash, cash equivalents and restricted cash, at beginning of period | 27,510 | 14,816 | 14,816 | ||
Cash, cash equivalents and restricted cash, at end of period | $ 20,553 | $ 36,046 | 20,553 | 36,046 | $ 27,510 |
Supplemental Disclosure of Cash Flow Information: | |||||
Income tax paid - US | 821 | 397 | |||
Interest paid | 22 | 361 | |||
Exchangeable Notes | |||||
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Interest on exchangeable notes - non-cash | $ 615 | $ 873 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Iterum Therapeutics plc (the Company) was incorporated under the laws of the Republic of Ireland in June 2015 as a limited company and re-registered as a public limited company on March 20, 2018. The Company maintains its registered office at Fitzwilliam Court, 1 st Floor, Leeson Close, Dublin 2, Ireland. The Company commenced operations in November 2015. The Company licensed global rights to its novel anti-infective compound, sulopenem, from Pfizer Inc. (Pfizer). The Company is a clinical-stage pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first oral penem available in the United States and the first and only oral and intravenous (IV) branded penem available globally. The Company is subject to risks and uncertainties common to early-stage companies in the pharmaceutical industry, including, but not limited to, the ability to secure additional capital to fund operations, failure to achieve regulatory approval, failure to successfully develop and commercialize its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and compliance with government regulations. Product candidates currently under development will require additional research and development efforts, including regulatory approval prior to commercialization. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. In accordance with Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of issue of these quarterly condensed consolidated financial statements. Since inception, the Company has devoted substantially all of its efforts to research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance and sale of ordinary shares and convertible preferred shares, debt raised under financing arrangements with Silicon Valley Bank (SVB) including the Paycheck Protection Program loan (PPP loan), a sub-award from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator (CARB-X) program and the proceeds of a private placement (Private Placement) and subsequent rights offering (Rights Offering) pursuant to which the Company's wholly owned subsidiary, Iterum Therapeutics Bermuda Limited (Iterum Bermuda) issued and sold $ 51,808 aggregate principal amount of 6.500 % Exchangeable Senior Subordinated Notes due 2025 (Exchangeable Notes) and $ 104 aggregate principal amount of Limited Recourse Royalty-Linked Subordinated Notes (the RLNs and, together with the Exchangeable Notes, the Securities), which Securities were sold in units consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs (the Units) . The Company has not generated any product revenue. The Company has incurred operating losses since inception, including net losses of $ 39,344 and $ 87,382 for the nine months ended September 30, 2022 and 2021, respectively, and a net loss of $ 91,564 for the year ended December 31, 2021. The Company had an accumulated deficit of $ 417,837 as of September 30, 2022 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $ 20,489 and short-term investments balance of $ 43,834 at September 30, 2022 are sufficient to fund operations into 2024. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. The Company's shareholders approved a reverse share split of the Company's ordinary shares on June 15, 2022, which became effective on August 17, 2022, (the Reverse Share Split). As of 5:00 p.m. Eastern Standard Time on August 17, 2022, every fifteen ordinary shares of $ 0.01 each (nominal value) in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share of $ 0.15 each (nominal value), and the nominal value of each ordinary share was subsequently reduced from $ 0.15 to $ 0.01 nominal value per share. No fractional shares were issued to any shareholders in connection with the Reverse Share Split. Shareholders who were otherwise entitled to receive a fractional ordinary share instead received a cash payment in an amount equal to the net cash proceeds attributable to the sale of such fractional entitlement following aggregation and sale by the Company on behalf of each of the relevant shareholders of the Company's ordinary shares, on the basis of p revailing market prices at such time. As the par value per share of the Company's shares remained at $ 0.01 per share following the Reverse Share Split, the difference between the total share capital at (par value) prior to the Reverse Share Split and the total share capital (par value) after the Reverse Share Split, has been reclassified as additional paid-in-capital on a retroactive basis . The number of ordinary shares reserved for issuance upon exercise of the Exchangeable Notes, outstanding share options and warrants or upon the vesting of outstanding restricted share units, was adjusted and proportionately decreased and the exercise price of all share options, Exchangeable Notes and warrants was proportionately increased. Additionally, the number of shares that may be the subject of future grants under our share plans was proportionally decreased. Accordingly, all historical share and per share information related to the issued and outstanding ordinary shares, the Exchangeable Notes, share options, restricted share units, warrants and shares reserved for future issuance under the Company's share plans have been adjusted to reflect the Reverse Share Split for all prior periods presented. Interim Financial Information The condensed consolidated balance sheet at December 31, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022, and results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies, other than the adoption of accounting pronouncements as described below, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of share-based compensation awards, the valuation of the RLNs and the Derivative liabilities, which consist of embedded features in the Exchangeable Notes, and the accrual for research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ materially from those estimates. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates or judgments or revise the carrying value of any assets or liabilities. Specifically, management has estimated variables in the discounted cash flow analysis (DCF) to value derivative instruments (see Note 3 - Fair Value of Financial Assets and Liabilities). Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 98 (€ 100 ). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s condensed consolidated balance sheet is a certificate of deposit for $ 30 as of September 30, 2022 which is being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease. Also included within restricted cash on the Company’s condensed consolidated balance sheet is $ 17 as of September 30, 2022 relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) from the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 as of September 30, 2022 relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) from the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 as of September 30, 2022 relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). These restricted cash amounts are unchanged from December 31, 2021 . On the closing date of each of the June 3, 2020 Offering, June 30, 2020 Offering and the October 2020 Offering, each investor deposited $ 0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a “cashless exercise” pursuant to the terms of the warrant, in which case the $ 0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with Accounting Standard Codification (ASC) 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Options to purchase ordinary shares 329,799 — 329,799 951,426 Unvested restricted share units 128,096 — 128,096 85,684 Unvested performance restricted share units — — — 1,733 Warrants 480,186 — 480,186 480,186 Exchangeable Notes 1,270,094 — 1,270,094 1,199,819 Total 2,208,175 — 2,208,175 2,718,848 Segment and Other Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer, Chief Financial Officer and Chief Medical Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting . The Company has determined that it operates as a single business segment, which is the development and commercialization of innovative treatments for drug resistant bacterial infections. The distribution of total operating expenses by geographical area was as follows: Three Months Ended September 30, Nine Months Ended September 30, Operating expenses 2022 2021 2022 2021 Ireland $ 5,675 $ 3,056 $ 15,302 $ 11,166 U.S. 1,352 1,817 7,129 6,495 Bermuda 7 1 26 47 Total $ 7,034 $ 4,874 $ 22,457 $ 17,708 The distribution of long-lived assets by geographical area was as follows: Long-lived assets September 30, 2022 December 31, 2021 Ireland $ 4,572 $ 7,601 U.S. 297 578 Total $ 4,869 $ 8,179 Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law in the United States to provide certain relief as a result of the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the economic conditions in the wake of COVID-19. Neither the enactment of the CARES Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on the Company’s income tax provision for the three and nine months ended September 30, 2022 and 2021, or to the Company’s net deferred tax assets as of September 30, 2022 . Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , which requires a lessor to classify a lease with entirely or partially variable payments that do not depend on an index or rate as an operating lease if a different classification would result in a commencement date selling loss (Day 1 loss). For entities that have adopted ASU 2016-02, Leases , as of July 19, 2021, ASU 2021-05 is effective for annual and interim periods in fiscal years beginning after December 15, 2021 for public business entities and annual periods in fiscal years beginning after December 15, 2021 and interim periods in fiscal years beginning after December 15, 2022 for all other entities. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s financial assets that were carried at fair value on a recurring basis on the condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. September 30, 2022 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 43,834 43,834 — — December 31, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 53,898 53,898 — — See Note 4 for details on the short-term investments. The carrying amounts reported in the condensed consolidated balance sheets for prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value based on the short-term maturity of these instruments. The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: September 30, 2022 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable note $ 9,298 $ 10,722 — 10,722 — Derivative liability - exchange option and change of control 610 610 — — 610 Revenue Futures Royalty-linked notes 20,917 20,917 — — 20,917 Total $ 30,825 $ 32,249 — 10,722 21,527 December 31, 2021 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 1,627 $ 1,627 — 1,627 — Exchangeable Notes Long-term exchangeable note 6,930 9,495 — 9,495 — Derivative liability - exchange option and change of control 6,058 6,058 — — 6,058 Revenue Futures Royalty-linked notes 17,968 17,968 — — 17,968 Total $ 32,583 $ 35,148 — 11,122 24,026 The book value of the current portion of long-term debt approximates its fair value due to the short-term nature of the balance. The fair value of long-term Exchangeable Notes was determined using DCF analysis using the fixed interest rate outlined in the indenture governing the Exchangeable Notes (Exchangeable Notes Indenture), without consideration of transaction costs, which represents a Level 2 basis of fair value measurement. The Level 3 liabilities held as of September 30, 2022 consist of the embedded exchange option and change of control premium contained in the Exchangeable Notes (see Note 10 - Debt) and a separate financial instrument, that was issued as part of the Units, the RLNs (see Note 11 – Royalty-Linked Notes). The exchange option and change of control premium met the criteria requiring these to be bifurcated and accounted for separately from the host debt in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives . The exchange option and change of control premium are presented as a Derivative liability upon issuance of the Exchangeable Notes under the Private Placement and Rights Offering and are subsequently remeasured to fair value at the end of each reporting period. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at an exchange rate of 85.7456 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 11.6624 per ordinary share) as of August 17, 2022, which was adjusted from an initial exchange rate of 66.666 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $ 15.00 per ordinary share) and is subject to further adjustment pursuant to the terms of the Exchangeable Notes Indenture. Beginning on January 21, 2021 to September 30, 2022 , certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of September 30, 2022 was $ 12,607 . The fair value of the exchange option at September 30, 2022 amounted to $ 312 . In the event of a fundamental change that is not a liquidation event (Fundamental Change), under the Exchangeable Notes Indenture, the Company will be required to pay each holder of an Exchangeable Note the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note, in connection with such Fundamental Change, if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Derivative liability, representing the change of control feature, was recorded at a fair value of $ 298 at September 30, 2022. The fair value of each component of the Derivative liability was determined using the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the Derivative liability as of September 30, 2022 include the terms of the Exchangeable Notes Indenture, the Company’s share price and market capitalization, the expected annual volatility of the Company’s ordinary shares, management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture, and the risk-free interest rate. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. The following table presents the changes in fair value of the Company's Derivative liability for the nine months ended September 30, 2022: September 30, 2022 Balance at December 31, 2021 $ 6,058 Conversion of Exchangeable Notes — Adjustment to fair value ( 5,448 ) Balance at period end $ 610 The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the Derivative liabilities: September 30, 2022 December 31, 2021 Share price $ 1.62 $ 5.88 Market capitalization $ 19,818,066 $ 71,647,911 Volatility 100 % 130 % Risk-free interest rate 4.30 % 1.00 % Dividend rate 0 % 0 % The additional significant assumption used in the DCF model to estimate the fair value of the change of control feature at September 30, 2022 was management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture. The RLN liability is carried at fair value on the condensed consolidated balance sheet as of September 30, 2022 (see Note 11 – Royalty-Linked Notes). The total fair value of $ 20,917 was determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the RLNs were the terms of the indenture governing the RLNs (the RLN Indenture), the expected cash flows to be received by holders of the RLNs based on management’s revenue forecasts of U.S. sulopenem sales and a risk-adjusted discount rate to derive the net present value of expected cash flows. The RLNs will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The discount rate applied to the model was 20 %. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. There have been no transfers of assets or liabilities between the fair value measurement levels. |
Short-term Investments
Short-term Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | 4. Short-term Investments The Company classifies its short-term investments as available for sale. Short-term investments comprise highly liquid investments with minimum “A-” rated securities and as at period-end consist of corporate entity commercial paper and U.S. Treasury and Agency Bonds with maturities of more than three months at the date of purchase. Short-term investments as of September 30, 2022 have a weighted average maturity of 0.41 years. The investments are reported at fair value with unrealized gains or losses recorded in the condensed consolidated statements of operations and comprehensive loss. Any differences between the cost and fair value of investments are represented by unrealized gains or losses. The fair value of short-term investments is represented by Level 1 fair value measurements – quoted prices in active markets for identical assets. The following table represents the Company’s available for sale short-term investments by major security type as of September 30, 2022 and December 31, 2021: September 30, 2022 Maturity by period Cost Unrealized Unrealized Fair Value Less than 1 1 to 5 Available for sale Total gains (losses) Total year years Commercial paper $ 27,271 134 ( 138 ) 27,267 27,267 — U.S. Treasury and Agency Bonds 16,988 9 ( 430 ) 16,567 16,567 — Total $ 44,259 $ 143 $ ( 568 ) $ 43,834 $ 43,834 $ - December 31, 2021 Maturity by period Unrealized Unrealized Fair Value Less than 1 Available for sale Cost Total gains (losses) Total year 1 to 5 years Commercial paper $ 37,549 17 ( 570 ) 36,996 31,833 5,163 U.S. Treasury and Agency Bonds 16,984 6 ( 88 ) 16,902 — 16,902 Total $ 54,533 23 ( 658 ) 53,898 31,833 22,065 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: September 30, December 31, Prepaid insurance $ 866 $ 624 Prepaid research and development expenses 495 — Other prepaid assets 111 56 Research and development tax credit receivable 249 840 Interest receivable 81 290 Short-term deposits 32 37 Value added tax receivable 52 75 Total $ 1,886 $ 1,922 |
Intangible Asset, net
Intangible Asset, net | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Asset, net | 6. Intangible Asset, net Intangible asset and related accumulated amortization are as follows: September 30, 2022 December 31, 2021 Gross intangible asset $ 5,148 $ 5,148 Less: accumulated amortization ( 3,000 ) ( 1,713 ) $ 2,148 $ 3,435 On December 10, 2021, the Company entered into an amendment to an agreement with a supplier whereby advance payments made from June 2016 to January 2020 are being set against a reservation fee for a tableting facility for the period from January 1, 2021 to December 31, 2023. This reservation right is being amortized over the three year term of the amended agreement. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, net Property and equipment and related accumulated depreciation are as follows: September 30, December 31, Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Laboratory equipment — 86 Computer equipment 40 23 308 377 Less: accumulated depreciation ( 274 ) ( 286 ) $ 34 $ 91 Depreciation expense was $ 74 for the nine months ended September 30, 2022 and $ 391 for the year ended December 31, 2021 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases The Company has entered into a number of operating leases, primarily for office space and commercial property. These leases have remaining terms which range from 1.1 years to 5.75 years. The renewal option on one lease was exercised in February 2022 for an additional period of three years , extending this lease term to June 2025. The renewal option on another lease was derecognized in June 2022 as it is no longer reasonably certain that the option will be exercised, resulting in a reduction in the remaining term from 16 to six years . In September 2020, the Company entered into a sublease agreement for a commercial unit that extends through September 2023. In November 2021, the Company entered into a 12-month lease, with a rolling extension, for office space, and in May 2022, the Company entered into a 6-month lease for office space, which was extended to November 2023 and has elected not to apply the measurement and recognition requirements of ASC 842 to these short-term leases as any renewal term exercised or considered reasonably certain of exercise by the Company does not extend more than 12 months from the end of the previously determined lease term. Certain leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement. Certain agreements contain both lease and non-lease components. The Company has elected to separately account for these components in determining the lease liabilities and right-of-use assets. The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at lease commencement date for the purposes of determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019 for all leases that commenced prior to that date. All operating lease expenses are recognized on a straight-line basis over the lease term. The Company recognized $ 234 and $ 644 of operating lease costs for right-of-use assets during the three and nine months ended September 30, 2022 and $ 259 and $ 827 of operating lease costs for right-of-use assets during the three and nine months ended September 30, 2021. The Company recognized $ 55 and $ 176 of rental expenses on the short term lease during the three and nine months ended September 30, 2022. The Company recognized $ 75 and $ 223 of sublease income during the three and nine months ended September 30, 2022 and $ 77 and $ 241 of sublease income during the three and nine months ended September 30, 2021. Information related to the Company’s right-of-use assets and related lease liabilities is as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cash paid for operating lease liabilities $ 165 $ 156 $ 608 $ 689 September 30, 2022 December 31, Weighted-average remaining lease term 5.24 years 13.97 years Weighted-average discount rate 5.6 % 7.0 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the condensed consolidated balance sheet as follows, representing the Company’s right to use the underlying asset for the lease term (“Other assets”) and the Company’s obligation to make lease payments (“Other current liabilities” and “Other liabilities”): September 30, 2022 December 31, Other assets $ 1,856 $ 3,741 Other current liabilities $ 305 $ 464 Other liabilities 1,282 3,436 Total lease liabilities $ 1,587 $ 3,900 Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of September 30, 2022 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended September 30, 2023 $ 380 2024 385 2025 348 2026 269 2027 269 Thereafter 135 $ 1,786 Less imputed interest ( 199 ) Total lease liabilities $ 1,587 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses consist of the following: September 30, December 31, Accrued payroll and bonus expenses $ 1,580 $ 771 Accrued clinical trial costs 971 45 Accrued professional fees 891 16 Accrued other expenses 245 256 Accrued manufacturing expenses 45 77 Total $ 3,732 $ 1,165 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Secured Credit Facility On April 27, 2018 , the Company’s subsidiaries, Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Borrowers), entered into a loan and security agreement (Loan and Security Agreement) with SVB pursuant to which SVB agreed to lend the Borrowers up to $ 30,000 in two term loans. $ 15,000 of the secured credit facility was funded on closing. A second draw of up to $ 15,000 was available to the Company through October 31, 2019 , upon satisfaction of either of the following: (i) the achievement by the Company of both non-inferiority and superiority primary endpoints from its Phase 3 uncomplicated urinary tract infection (uUTI) trial, as well as reporting satisfactory safety data from the trial, or (ii) the achievement of non-inferiority primary endpoints from both its Phase 3 uUTI and complicated urinary tract infection (cUTI) trials, as well as reporting satisfactory safety data from the trials. The Company did not satisfy the conditions for the second draw above before the deadline of October 31, 2019. Required monthly amortization payments for the initial $15,000 draw commenced on November 1, 2019 and total principal repayments of $ 1,552 were made during the nine months ended September 30, 2022 . Interest accrued at a floating per annum rate equal to the greater of (i) 8.31 %; or (ii) 3.89 % above the Wall Street Journal prime rate, and was payable monthly in arrears. All outstanding principal, plus a 4.20 % final interest payment, were due and paid on March 1, 2022 (the maturity date), effectively terminating the Loan and Security Agreement. The final payment fee of $ 630 , which represented 4.2 % of the funded loan, was accreted using the effective interest method over the life of the loan as interest expense. In connection with the initial $15,000 draw, the Company issued SVB and Life Sciences Fund II LLC (LSF) warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 1,326 ordinary shares upon the Company’s initial public offering (IPO)) at an exercise price of $ 282.75 per share. These warrants will expire on April 27, 2028. The loan proceeds were allocated based on the relative fair values of the debt instrument and the warrant instrument. The fair value of the warrants and the closing costs were recorded as debt discounts and were amortized using the effective interest rate method over the term of the loan. The effective annual interest rate of the outstanding debt was approximately 12.51 % on March 1, 2022. The Company did not recognize any interest expense related to the Loan and Security Agreement during the three months ended September 30, 2022, and the Company recognized $ 16 of interest expense related to the Loan and Security Agreement during the nine months ended September 30, 2022 including $ 6 related to the accretion of the debt discounts and deferred financing costs during the nine months ended September 30, 2022. The Company recognized $ 116 and $ 490 of interest expense related to the Loan and Security Agreement during the three and nine months ended September 30, 2021 , respectively, including $ 28 and $ 130 related to the accretion of the debt discounts and deferred financing costs during the three and nine months ended September 30, 2021, respectively. All outstanding amounts were repaid on March 1, 2022, effectively terminating the Loan and Security Agreement. In connection with the Private Placement, Iterum Bermuda was joined as a party to the Loan and Security Agreement as a borrower and the Loan and Security Agreement was amended on January 16, 2020 to, among other things, modify the definition of subordinated debt to include the RLNs and Exchangeable Notes. 2025 Exchangeable Notes On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda issued and sold $ 51,588 aggregate principal amount of Exchangeable Notes and $ 103 aggregate principal amount of RLNs, to a group of accredited investors. On September 8, 2020, the Company completed a Rights Offering pursuant to which Iterum Bermuda issued and sold $ 220 aggregate principal amount of Exchangeable Notes and $ 0.5 aggregate principal amount of RLNs, to existing shareholders. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs. The Units were sold at a price of $ 1,000 per Unit. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at the Company’s election, at an exchange rate of 85.7456 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 11,6624 per ordinary share) as of August 17, 2022, which exchange rate was adjusted from an initial exchange rate of 66.666 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $ 15.00 per ordinary share) and is subject to further adjustment pursuant to the terms of the Exchangeable Notes Indenture. Any accrued and unpaid interest being exchanged will be calculated to include all interest accrued on the Exchangeable Notes being exchanged to, but excluding, the exchange settlement date. Beginning on January 21, 2021 to September 30, 2022 , certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have completed a non-cash exchange of their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of September 30, 2022 was $ 12,607 . In addition, the Exchangeable Notes will become due and payable by the Company upon the occurrence of a Fundamental Change as defined in the Exchangeable Notes Indenture. The Company will be required to pay each holder of the Exchangeable Notes the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note in connection with such Fundamental Change if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Company evaluates its debt and equity issuances to determine if those contracts, or embedded components of those contracts, qualify as derivatives under ASC 815-15, Derivatives and Hedging , requiring separate recognition in the Company’s financial statements. The Company evaluated the accounting for the issuance of the Exchangeable Notes and concluded that the embedded exchange option and change of control feature are considered a Derivative liability under ASC 815-15 requiring bifurcation, from the Exchangeable Notes, as it does not qualify for the scope exceptions for contracts in an entity’s own equity given the terms of the Exchangeable Notes. The exchange option and change of control feature are accounted for as a Derivative liability, under ASC 815-15, and are required to be separated and recorded as a single liability, which is revalued at each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Derivative liability related to the Private Placement on January 21, 2020 was $ 27,038 , and the fair value of the Derivative liability related to the Rights Offering on September 8, 2020 was $ 82 , both of which were recorded as a reduction to the book value of the host debt contract. This debt discount is being amortized to interest expense over the term of the debt using the effective interest method. Transaction costs amounting to $ 2,848 were allocated to the exchange option. These costs are reflected in financing transaction costs in the condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Transaction costs amounting to $ 2,814 were allocated to the debt host and capitalized in the host debt book value. In circumstances where the embedded exchange option in a convertible instrument is required to be bifurcated, and there are other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within twelve months of the balance sheet date. The Company determined that all other features of the Exchangeable Notes were clearly and closely associated with a debt host and did not require bifurcation as a Derivative liability. The initial value of the Exchangeable Notes on inception, net of transaction costs, was $ 9,891 . The Company recognized $ 205 and $ 615 of interest expense related to the Exchangeable Notes during the three and nine months ended September 30, 2022 and $ 205 and $ 873 of interest expense related to the Exchangeable Notes during the three and nine months ended September 30, 2021. The Company recognized $ 591 and $ 1,753 related to the amortization of the debt discounts and deferred financing costs during the three and nine months ended September 30, 2022 and $ 591 and $ 2,302 related to the amortization of the debt discounts and deferred financing costs during the three and nine months ended September 30, 2021. These amounts are recorded in interest expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and September 30, 2021 . The balance of the Exchangeable Notes as of September 30, 2022 is as follows: September 30, 2022 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 4,855 September 2020 $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 18 Conversion of $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes, net 12,607 2,176 Unamortized discount and debt issuance costs ( 5,485 ) — 2025 Exchangeable Notes, net $ 7,122 $ 2,176 Payment Protection Program On April 3, 2020, the U.S. Small Business Administration (SBA) launched the Paycheck Protection Program, which was established following the signing of the CARES Act on March 27, 2020. On April 30, 2020, our wholly owned subsidiary, Iterum Therapeutics US Limited (Iterum US Limited), entered into the PPP loan with SVB under the Paycheck Protection Program, pursuant to the Company receiving a PPP loan of $ 744 with a fixed 1 % annual interest rate and a maturity of two years . Under the terms of the agreement, there were no payments due by the Company until the SBA remitted the forgiveness amount to Iterum US Limited or until after the 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest were due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. The SBA forgave $ 340 of the loan in November 2020 and monthly amortization payments on the remaining loan balance of $ 404 began in December 2020. No principal repayments were made during the three months ended September 30, 2022 and principal repayments of $ 69 were made during the nine months ended September 30, 2022 and total principal repayments of $ 77 and $ 231 were made during the three and nine months ended September 30, 2021, respectively. The Company recognized $ 0 of interest expense related to the loan agreement during the three and nine months ended September 30, 2022 and $ 1 and $ 2 of interest expense related to the loan agreement during the three and nine months ended September 30, 2021 , respectively. All outstanding amounts were repaid on March 17, 2022, effectively terminating the PPP loan. Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 11 – Royalty-Linked Notes), as of September 30, 2022 , for the following five fiscal years and thereafter were as follows: Year Ending September 30, (unaudited) 2023 $ — 2024 — 2025 12,607 2026 — 2027 — Thereafter 104 Total $ 12,711 |
Royalty-Linked Notes
Royalty-Linked Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Royalty-Linked Notes | 11. Royalty-Linked Notes Liability Related to Sale of Future Royalties On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $ 0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The RLNs will be redeemable at the Company’s option, subject to the terms of the RLN Indenture. In accordance with exceptions allowed under ASC 815-10, Derivatives and Hedging , this transaction was initially accounted for as a debt liability under ASC 470, Debt . Subsequent to the listing of the RLNs on the Bermuda Stock Exchange in January 2021, the RLNs are accounted for as a derivative and are remeasured to fair value at each reporting date. The Company has no obligation to pay any amount to the noteholders until the net revenue of the specified products are earned. In order to record the amortization of the liability, the Company was required to estimate the total amount of future net revenue to be earned in each period under the RLN Indenture and the payments that will be passed through to the noteholders over the life of the RLN Indenture. The note proceeds from both the Private Placement and subsequent Rights Offering were allocated based on the relative fair value of the debt instrument, less transaction costs amounting to $ 1,239 , as debt discounts. The Company imputed interest on the amortized cost of the liability using an estimated effective interest rate of 31.7 % up to the date of the change in measurement. Payments to the noteholders in each period, related to future sales of sulopenem, would offset the liability. Subsequent to recognition of the RLN in accordance with ASC 815, Derivatives and Hedging , in January 2021, the fair value of the RLN is determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The Company periodically assesses the revenue forecasts of the specified sulopenem products and the related payments. Subsequent to the listing of the RLNs on the Bermuda Stock Exchange in January 2021, the Company recognized the remaining unaccreted interest balance of $ 1,204 related to debt discounts and deferred financing costs under ASC 470, Debt, in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021 . The balance of the RLNs as of September 30, 2022 is as follows: September 30, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 6,210 Total liability related to the sale of future royalties at September 30, 2022 20,917 Current Portion — Long-term Portion $ 20,917 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 12. Shareholders’ Equity The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ equity for the nine months ended September 30, 2022 and 2021: Total Shareholders' equity at January 1, 2022 $ 50,234 Share-based compensation expense 4,301 Cancellation of share options expense 17,350 Issuance of ordinary shares, net 8 Net loss ( 39,344 ) Shareholders' equity at September 30, 2022 $ 32,549 Total Shareholders' deficit at January 1, 2021 $ ( 50,559 ) Share-based compensation expense 2,352 Issuance of ordinary shares, net 68,161 Issuance of warrants for ordinary shares 6,199 Exercise of warrants for ordinary shares 15,289 Issuance of ordinary shares on conversion of Exchangeable Notes 98,388 Net loss ( 87,382 ) Shareholders' equity at September 30, 2021 $ 52,448 The Company’s capital structure consists of ordinary shares and undesignated preferred shares. Under Irish law, the Company is prohibited from allotting shares without consideration. Accordingly, at least the nominal value of the shares issued underlying any warrant, restricted share award, restricted share unit, performance share award, bonus share or any other share based grant must be paid pursuant to the Irish Companies Act 2014 (Irish Companies Act). Ordinary Shares On February 3, 2021, the Company entered into an underwriting agreement (the Underwriting Agreement) pursuant to which it issued and sold 2,318,840 ordinary shares, $ 0.01 nominal value per share, at a public offering price per share of $ 17.25 (the February 2021 Underwritten Offering). The February 2021 Underwritten Offering closed on February 8, 2021 . Pursuant to the Underwriting Agreement, the Company granted the underwriter an option for a period of 30 days to purchase up to an additional 347,826 ordinary shares on the same terms and conditions, which the underwriter exercised in full on February 10, 2021. This exercise increased the total number of ordinary shares sold by the Company in the offering to 2,666,666 shares, which resulted in aggregate gross proceeds of $ 46,000 and net proceeds of $ 42,119 after deducting underwriting discounts and commissions and other offering expenses. On February 9, 2021, the Company completed a registered direct offering (the February 2021 Registered Direct Offering), pursuant to which the Company issued and sold an aggregate of 1,166,666 ordinary shares, $ 0.01 nominal value per share, at a purchase price per share of $30 .00 , for aggregate gross proceeds of $ 35,000 and net proceeds of $ 32,235 after deducting placement agent fees and other offering expenses. The closing date of the February 2021 Registered Direct Offering was February 12, 2021 . The Company offered the ordinary shares in the June 3, 2020 Offering, June 30, 2020 Offering, February 2021 Underwritten Offering and February 2021 Registered Direct Offering pursuant to its universal shelf registration statement on Form S-3, which was declared effective on July 16, 2019 (File No. 333-232569). Beginning on January 21, 2021 to September 30, 2022 , certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of September 30, 2022 was $ 12,607 . At the Company’s extraordinary general meeting of shareholders on January 28, 2021, the Company’s shareholders approved an increase of 10,000,000 ordinary shares of $ 0.01 par value each to the number of authorized ordinary shares and the Company’s Articles of Association were amended accordingly. The Company has authorized ordinary shares of 20,000,000 ordinary shares of $ 0.01 par value each as of September 30, 2022 . The holders of ordinary shares are entitled to one vote for each share held. The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares . Warrants to purchase Ordinary Shares In connection with the initial drawdown under the Loan and Security Agreement, the Company issued SVB and LSF warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 1,326 ordinary shares upon the Company’s IPO) at an exercise price of $ 282.75 per share. These warrants will expire on April 27, 2028 . No warrants had been exercised as of September 30, 2022. In connection with the June 3, 2020 Offering completed on June 5, 2020, pursuant to the June 3, 2020 SPA, in a concurrent private placement, the Company issued and sold to institutional investors warrants to purchase up to 99,057 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 24.30 per ordinary share, subject to adjustment in certain circumstances, and will expire on December 5, 2025 . Warrants to purchase 13,868 ordinary shares, amounting to 7 % of the ordinary shares issued under the June 3, 2020 SPA, were issued to designees of the placement agent on the closing of the June 3, 2020 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $ 31.5465 per ordinary share and will expire on June 3, 2025. No warrants had been exercised as of September 30, 2022. In connection with the June 30, 2020 Offering completed on July 2, 2020, pursuant to the June 30, 2020 SPA, in a concurrent private placement, the Company has also issued and sold to institutional investors warrants to purchase up to 112,422 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 21.30 per ordinary share, subject to adjustment in certain circumstances, and will expire on January 2, 2026 . Warrants to purchase 15,739 ordinary shares, amounting to 7 % of the ordinary shares issued under the June 30, 2020 SPA, were issued to designees of the placement agent on closing of the June 30, 2020 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $ 27.7965 per ordinary share and will expire on June 30, 2025 . As of September 30, 2022, warrants issued in connection with the June 30, 2020 Offering had been exercised for 84,317 ordinary shares, for net proceeds of $ 1,796 . In connection with the October 2020 Offering, the Company issued and sold warrants to purchase up to 1,346,153 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 9.75 per ordinary share, subject to adjustment in certain circumstances, and will expire on October 27, 2025 . Warrants to purchase 125,641 ordinary shares, which represents a number of ordinary shares equal to 7.0 % of the aggregate number of ordinary shares and pre-funded warrants sold in the October 2020 Offering, were issued to designees of the placement agent on closing of the October 2020 Offering. Upon closing, the warrants issued to such designees became exercisable immediately at an exercise price of $ 12.1875 per ordinary share and expire on October 22, 2025 . As of September 30, 2022, warrants issued in connection with the October 2020 Offering had been exercised for 1,392,701 ordinary shares, for net proceeds of $ 13,885 . In connection with the February 2021 Underwritten Offering, the Company issued to the underwriter’s designees warrants to purchase 162,318 ordinary shares, amounting to 7.0 % of the aggregate number of ordinary shares sold in the February 2021 Underwritten Offering which closed on February 8, 2021 . The warrants issued to such designees have an exercise price of $ 21.5625 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026 . As of September 30, 2022, warrants issued in connection with the February 2021 Underwritten Offering had been exercised for 25,333 ordinary shares, for net proceeds of $ 546 . The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 8, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.48 % Share price $ 23.10 Fair value of warrants issued $ 19.05 In connection with the February 2021 Underwritten Offering, the Company granted the underwriter an option for a period of 30 days to purchase an additional 347,826 ordinary shares. Upon the underwriter’s exercise of its option, on February 10, 2021 , the Company issued warrants to purchase an additional 24,347 ordinary shares to the underwriter’s designees, amounting to 7.0 % of the aggregate number of additional ordinary shares sold pursuant to the underwriter’s option. The warrants issued to such designees have an exercise price of $ 21.5625 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026 . No warrants had been exercised as of September 30, 2022. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 10, 2021 Volatility 120 % Expected term in years 4.98 Dividend rate 0 % Risk-free interest rate 0.46 % Share price $ 40.95 Fair value of warrants issued $ 34.80 In connection with the February 2021 Registered Direct Offering which closed on February 12, 2021 , warrants to purchase 81,666 ordinary shares, amounting to 7.0 % of the aggregate number of ordinary shares issued under the securities purchase agreement, were issued to designees of the placement agent upon closing. The warrants issued to such designees were exercisable upon issuance at an exercise price of $ 37.50 per ordinary share and will expire on February 9, 2026 . No warrants had been exercised as of September 30, 2022. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 12, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.50 % Share price $ 33.90 Fair value of warrants issued $ 27.60 Undesignated Preferred Shares The Company has authorized 100,000,000 undesignated preferred shares of $ 0.01 par value each as of September 30, 2022 . The Company’s Board of Directors is authorized by the Company’s Articles of Association to determine the rights attaching to the undesignated preferred shares including rights of redemption, rights as to dividends, rights on winding up and conversion rights. There were no designated preferred shares in issue as of September 30, 2022 or December 31, 2021 . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation On November 18, 2015, the Company’s Board of Directors adopted and approved the 2015 Equity Incentive Plan (the 2015 Plan), which authorized the Company to grant up to 14,895 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units and other share awards. The types of share-based awards, including the rights, amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2015 Plan was to provide the Company with the flexibility to issue share-based awards as part of an overall compensation package to attract and retain qualified personnel. On May 18, 2017, the Company amended the 2015 Plan to increase the number of ordinary shares available for issuance under the 2015 Plan by 14,640 shares to 29,535 shares. On March 14, 2018, the Company’s Board of Directors adopted and approved the 2018 Equity Incentive Plan (the 2018 Plan), which became effective upon the execution and delivery of the underwriting agreement related to the Company’s IPO in May 2018. Since adopting the 2018 Plan, no further grants will be made under the 2015 Plan. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2015 Plan will not be added back to the ordinary shares available for issuance. The 2018 Plan originally authorized the Company to grant up to 67,897 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units, performance share awards, performance cash awards and other share awards. The types of share-based awards, including the amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2018 Plan are added back to the ordinary shares available for issuance under the 2018 Plan. On December 5, 2018, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved an increase in the number of ordinary shares available to be granted pursuant to the 2018 Plan by 4 % of the total number of shares of the Company’s issued share capital on December 31, 2018, being 38,272 ordinary shares. On February 14, 2020, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved, by written resolution, an increase of 39,650 ordinary shares to the number of ordinary shares available to be granted pursuant to the 2018 Plan, being just under 4 % of the total number of the Company’s ordinary shares outstanding on December 31, 2019, in accordance with the terms of the 2018 Plan. On June 10, 2020, at the Company’s annual general meeting of shareholders, the shareholders approved and adopted an amended and restated 2018 Plan which, among other things included an increase of 150,000 ordinary shares to the number of ordinary shares reserved for issuance under the 2018 Plan. On June 23, 2021, at the Company’s annual general meeting of shareholders, the shareholders approved an amendment to the amended and restated 2018 Plan to increase the number of ordinary shares reserved for issuance under the amended and restated 2018 Plan by 1,000,000 ordinary shares to 1,295,819 ordinary shares. On November 24, 2021, the Company’s Board of Directors adopted and approved the 2021 Inducement Equity Incentive Plan (the 2021 Inducement Plan) reserving 333,333 of its ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company (or following such individuals’ bona fide period of non-employment with the company), as a material inducement to such individuals’ entry into employment with the company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2021 Inducement Plan are substantially similar to the 2018 Plan. Share Options Unless specified otherwise in an individual option agreement, share options granted under the 2015 Plan, the 2018 Plan and the 2021 Inducement Plan generally have a ten year term and a four year vesting period. The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively. The fair value of options granted are estimated using the Black-Scholes option-pricing model. The inputs for the Black-Scholes model require management’s significant assumptions. The risk-free interest rate was based on a normalized estimate of the 7-year U.S. treasur y yield. The Company has estimated the expected term utilizing the “simplified” method for awards that qualify as “plain vanilla”. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable guideline public companies and itself. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends and the Company’s future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities. The Company has elected to account for forfeitures as they occur. The Company granted 161,628 and 908,094 share options to employees and directors during the nine months ended September 30, 2022 and 2021, respectively, under the 2018 Plan and 6,332 share options to employees during the nine months ended September 30, 2022 under the 2021 Inducement Plan. No share options were granted to employees or directors under the 2021 Inducement Plan during the nine months ended September 30, 2021. There were 301,623 and 915,504 unvested employee and director share options outstanding as of September 30, 2022 and September 30, 2021, respectively. Total expense recognized related to employee share options was $ 135 and $ 3,498 for the three and nine months ended September 30, 2022 and $ 1,663 and $ 2,104 for the three and nine months ended September 30, 2021. Total unamortized compensation expense related to employee share options was $ 1,094 and $ 22,385 as of September 30, 2022 and September 30, 2021, respectively, which is expected to be recognized over a remaining weighted average vesting period of 1.88 years and 3.68 years as of September 30, 2022 and September 30, 2021, respectively. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Nine months ended September 30, 2022 September 30, 2021 Volatility 100 % - 130 % 120 %- 130 % Expected term in years 5.50 - 6.25 5.50 - 6.25 Dividend rate 0 % 0 % Risk-free interest rate 1.9 % - 3.96 % 0.9 % - 1.32 % Share price $ 1.59 - $ 6.72 $ 8.40 - $ 30.15 Fair value of option on grant date $ 1.25 - $ 5.95 $ 7.50 - $ 26.25 The following table summarizes total share option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2021 948,639 120,000 1,068,639 Granted 161,628 6,332 167,960 Exercised — — — Cancelled ( 906,800 ) — ( 906,800 ) Forfeited — — — Expired — — — Options outstanding September 30, 2022 203,467 126,332 329,799 The following table summarizes the number of options outstanding and the weighted-average exercise price as of September 30, 2022: Number of Weighted Weighted Aggregate Options outstanding December 31, 2021 1,068,639 $ 30.12 9.42 $ — Granted 167,960 $ 3.24 Exercised — Forfeited — Cancelled ( 906,800 ) $ 33.16 Options outstanding September 30, 2022 329,799 $ 8.07 9.29 $ — Exercisable at September 30, 2022 28,176 $ 38.58 7.41 $ — On July 7, 2022, certain of the Company's executive officers and employees agreed to the surrender and cancellation of certain previously granted share options for an aggregate of 906,800 ordinary shares in order to make additional shares available under the 2018 Plan. Total expense recognized in connection with the cancellation of these employee share options was $ 17,350 for both the three and nine months ended September 30, 2022, and was recorded in other income and expense as Cancellation of Share Options. Restricted Share Units (RSUs) The Company granted 57,432 and 89,688 RSUs to employees and directors during the nine months ended September 30, 2022 and 2021, respectively, under the 2018 Plan. The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of our plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2021 85,684 33,333 119,017 Granted 57,432 — 57,432 Shares vested ( 48,353 ) — ( 48,353 ) Forfeited — — — RSUs outstanding September 30, 2022 94,763 33,333 128,096 The table below shows the number of RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs outstanding as of September 30, 2022: Number of Weighted Average RSUs outstanding December 31, 2021 119,017 $ 19.16 Granted 57,432 $ 3.17 Shares vested ( 48,353 ) $ 23.64 Forfeited — RSUs outstanding September 30, 2022 128,096 $ 10.31 The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors and two years for our employees under our 2018 Plan and four years for our employees under our 2021 Inducement Plan. Total expense recognized related to the RSUs was $ 287 and $ 803 for the three and nine months ended September 30, 2022 and $ 304 and $ 668 for the three and nine months ended September 30, 2021. Total unamortized compensation expense related to the RSUs was $ 712 and $ 1,467 as of September 30, 2022 and September 30, 2021, respectively, which is expected to be recognized over a remaining average vesting period of 1.27 and 1.35 years as of September 30, 2022 and September 30, 2021, respectively. No RSUs that are subject to certain performance-based vesting conditions (Performance RSUs) were awarded to employees or director s during the three and nine months ended September 30, 2022 and 2021, respectively. The fair value of Performance RSUs is expensed evenly over the vesting period. Due to the expiration of the Performance RSUs during the three months ended September 30, 2021, a credit of $ 455 and $ 420 was recognized for the three and nine months ended September 30, 2021. All Performance RSUs were fully expensed as of September 30, 2021. The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) Research and development expense $ 118 $ 570 $ 1,258 $ 748 General and administrative expense 304 942 3,043 1,604 There was a total of $ 1,806 and $ 23,852 unamortized share-based compensation expense for options and RSUs as of September 30, 2022 and September 30, 2021, respectively, which is expected to be recognized over a remaining average vesting period of 1.71 years and 3.58 years as of September 30, 2022 and September 30, 2021 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax expense of $ 200 and $ 534 , respectively. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, including the Company’s history of losses and determined that it is more-likely-than-not that these net deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company has net operating loss carryforwards in Ireland which result in tax benefits of approximately $ 35,054 and $ 33,218 , respectively, for which a full valuation allowance has been recognized. The net operating loss carryforwards do not expire, but are carried forward indefinitely. Realization of these deferred tax assets is dependent on the generation of sufficient taxable income. If the Company demonstrates consistent profitability in the future, the evaluation of the recoverability of these deferred tax assets may change and the remaining valuation allowance may be released in part or in whole. While management expects to realize the deferred tax assets, net of valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies License Agreement On November 18, 2015, the Company entered into a license agreement with Pfizer for the worldwide exclusive rights to research, develop, manufacture and commercialize sulopenem (the Pfizer License). As part of the Pfizer License, the Company is obligated to pay Pfizer potential future regulatory milestone payments as well as sales milestones upon achievement of net sales ranging from $ 250.0 million to $ 1.0 billion for each product type. The Company is also obligated to pay Pfizer royalties ranging from a single-digit to mid-teens percentage based on marginal net sales of each licensed product. Royalty-Linked Notes On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $ 0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The RLNs will be redeemable at the Company’s option, subject to the terms of the RLN Indenture. Legal Proceedings On August 5, 2021, a putative class action lawsuit was filed against the Company, its Chief Executive Officer and Chief Financial Officer in the United States District Court for the Northern District of Illinois. The complaint purports to be brought on behalf of shareholders who purchased the Company's securities between November 30, 2020 and July 26, 2021. The complaint generally alleges that the defendants violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making purportedly material misstatements or omissions concerning the Company's submission of its New Drug Application (NDA) to the FDA for marketing approval of oral sulopenem for the treatment of uUTIs in patients with a quinolone non-susceptible pathogen and the likelihood of such approval. The complaint seeks, among other things, unspecified damages, attorneys' fees, expert fees and other costs. The court appointed a lead plaintiff and approved plaintiff’s selection of lead counsel on November 3, 2021. On January 26, 2022, plaintiff filed an amended complaint which includes allegations similar to those made in the original complaint and seeks similar relief. On April 8, 2022, the Company filed a motion to dismiss with the court seeking dismissal of all claims asserted. Oral argument on the motion to dismiss occurred on August 17, 2022. The next status conference is scheduled for December 7, 2022. The Company denies any and all allegations of wrongdoing and believes the defendants have valid defenses against these claims and, therefore, intends to vigorously defend against this lawsuit. Other Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings. The Company has no contingent liabilities in respect of legal claims arising in the ordinary course of business. Under the terms of their respective employment agreements, each of the named executive officers is eligible to receive severance payments and benefits upon a termination without “cause” or due to “permanent disability”, or upon “resignation for good reason”, contingent upon the named executive officer’s continued performance for the Company. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 16. Condensed Consolidating Financial Statements On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda, issued and sold $ 51,588 aggregate principal amount of Exchangeable Notes and $ 103 aggregate principal amount of RLNs to a group of accredited investors. On September 8, 2020, the Company completed a Rights Offering pursuant to which Iterum Bermuda issued and sold $ 220 aggregate principal amount of Exchangeable Notes and $ 0.5 aggregate principal amount of RLNs to existing shareholders. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs. As of September 30, 2022 , $ 12,607 aggregate principal amount of Exchangeable Notes and all RLNs remained outstanding. The Units were issued by Iterum Bermuda, which was formed on November 6, 2019 and is a 100 % owned “finance subsidiary” of the Company under Rule 3-10 of Regulation S-X with no independent function and no assets or operations other than those related to the issuance, administration and repayment of the Exchangeable Notes and RLNs. Iterum Therapeutics plc, as the parent company, has no independent assets or operations, and its operations are conducted solely through its subsidiaries. The assets, liabilities and results of operations of the Company, Iterum Bermuda and Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Subsidiary Guarantors) are not materially different than the corresponding amounts presented in the condensed consolidated financial statements of this Quarterly Report on Form 10-Q. The Company and the Subsidiary Guarantors have provided a full and unconditional guarantee of Iterum Bermuda’s obligations under the Exchangeable Notes and the RLNs, and each of the guarantees constitutes the joint and several obligations of the applicable guarantor. The Subsidiary Guarantors are 100 % directly or indirectly owned subsidiaries of the Company. There are no significant restrictions upon the Company’s or the Subsidiary Guarantors’ ability to obtain funds from their subsidiaries by dividend or loan. None of the assets of Iterum Bermuda or the Subsidiary Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On October 7, 2022, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC (HC Wainwright), as agent, pursuant to which the Company may offer and sell ordinary shares, nominal value $ 0.01 per share, for aggregate gross sales proceeds of up to $ 16.0 million (not to exceed 4,478,180 ordinary shares as of the date of filing of this Form 10-Q), from time to time through HC Wainwright by any method permitted that is deemed to be an "at the market offering" as defined in Rule 415 (a)(4) promulgated under the Securities Act of 1933, as amended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Going concern | In accordance with Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of issue of these quarterly condensed consolidated financial statements. Since inception, the Company has devoted substantially all of its efforts to research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance and sale of ordinary shares and convertible preferred shares, debt raised under financing arrangements with Silicon Valley Bank (SVB) including the Paycheck Protection Program loan (PPP loan), a sub-award from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator (CARB-X) program and the proceeds of a private placement (Private Placement) and subsequent rights offering (Rights Offering) pursuant to which the Company's wholly owned subsidiary, Iterum Therapeutics Bermuda Limited (Iterum Bermuda) issued and sold $ 51,808 aggregate principal amount of 6.500 % Exchangeable Senior Subordinated Notes due 2025 (Exchangeable Notes) and $ 104 aggregate principal amount of Limited Recourse Royalty-Linked Subordinated Notes (the RLNs and, together with the Exchangeable Notes, the Securities), which Securities were sold in units consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs (the Units) . The Company has not generated any product revenue. The Company has incurred operating losses since inception, including net losses of $ 39,344 and $ 87,382 for the nine months ended September 30, 2022 and 2021, respectively, and a net loss of $ 91,564 for the year ended December 31, 2021. The Company had an accumulated deficit of $ 417,837 as of September 30, 2022 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $ 20,489 and short-term investments balance of $ 43,834 at September 30, 2022 are sufficient to fund operations into 2024. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. The Company's shareholders approved a reverse share split of the Company's ordinary shares on June 15, 2022, which became effective on August 17, 2022, (the Reverse Share Split). As of 5:00 p.m. Eastern Standard Time on August 17, 2022, every fifteen ordinary shares of $ 0.01 each (nominal value) in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share of $ 0.15 each (nominal value), and the nominal value of each ordinary share was subsequently reduced from $ 0.15 to $ 0.01 nominal value per share. No fractional shares were issued to any shareholders in connection with the Reverse Share Split. Shareholders who were otherwise entitled to receive a fractional ordinary share instead received a cash payment in an amount equal to the net cash proceeds attributable to the sale of such fractional entitlement following aggregation and sale by the Company on behalf of each of the relevant shareholders of the Company's ordinary shares, on the basis of p revailing market prices at such time. As the par value per share of the Company's shares remained at $ 0.01 per share following the Reverse Share Split, the difference between the total share capital at (par value) prior to the Reverse Share Split and the total share capital (par value) after the Reverse Share Split, has been reclassified as additional paid-in-capital on a retroactive basis . The number of ordinary shares reserved for issuance upon exercise of the Exchangeable Notes, outstanding share options and warrants or upon the vesting of outstanding restricted share units, was adjusted and proportionately decreased and the exercise price of all share options, Exchangeable Notes and warrants was proportionately increased. Additionally, the number of shares that may be the subject of future grants under our share plans was proportionally decreased. Accordingly, all historical share and per share information related to the issued and outstanding ordinary shares, the Exchangeable Notes, share options, restricted share units, warrants and shares reserved for future issuance under the Company's share plans have been adjusted to reflect the Reverse Share Split for all prior periods presented. |
Interim Financial Information | Interim Financial Information The condensed consolidated balance sheet at December 31, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022, and results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of share-based compensation awards, the valuation of the RLNs and the Derivative liabilities, which consist of embedded features in the Exchangeable Notes, and the accrual for research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ materially from those estimates. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates or judgments or revise the carrying value of any assets or liabilities. Specifically, management has estimated variables in the discounted cash flow analysis (DCF) to value derivative instruments (see Note 3 - Fair Value of Financial Assets and Liabilities). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 98 (€ 100 ). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s condensed consolidated balance sheet is a certificate of deposit for $ 30 as of September 30, 2022 which is being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease. Also included within restricted cash on the Company’s condensed consolidated balance sheet is $ 17 as of September 30, 2022 relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) from the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 as of September 30, 2022 relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) from the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 as of September 30, 2022 relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). These restricted cash amounts are unchanged from December 31, 2021 . On the closing date of each of the June 3, 2020 Offering, June 30, 2020 Offering and the October 2020 Offering, each investor deposited $ 0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a “cashless exercise” pursuant to the terms of the warrant, in which case the $ 0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with Accounting Standard Codification (ASC) 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Options to purchase ordinary shares 329,799 — 329,799 951,426 Unvested restricted share units 128,096 — 128,096 85,684 Unvested performance restricted share units — — — 1,733 Warrants 480,186 — 480,186 480,186 Exchangeable Notes 1,270,094 — 1,270,094 1,199,819 Total 2,208,175 — 2,208,175 2,718,848 |
Segment and Other Information | Segment and Other Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer, Chief Financial Officer and Chief Medical Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting . The Company has determined that it operates as a single business segment, which is the development and commercialization of innovative treatments for drug resistant bacterial infections. The distribution of total operating expenses by geographical area was as follows: Three Months Ended September 30, Nine Months Ended September 30, Operating expenses 2022 2021 2022 2021 Ireland $ 5,675 $ 3,056 $ 15,302 $ 11,166 U.S. 1,352 1,817 7,129 6,495 Bermuda 7 1 26 47 Total $ 7,034 $ 4,874 $ 22,457 $ 17,708 The distribution of long-lived assets by geographical area was as follows: Long-lived assets September 30, 2022 December 31, 2021 Ireland $ 4,572 $ 7,601 U.S. 297 578 Total $ 4,869 $ 8,179 |
Income Taxes | Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law in the United States to provide certain relief as a result of the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the economic conditions in the wake of COVID-19. Neither the enactment of the CARES Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on the Company’s income tax provision for the three and nine months ended September 30, 2022 and 2021, or to the Company’s net deferred tax assets as of September 30, 2022 . |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , which requires a lessor to classify a lease with entirely or partially variable payments that do not depend on an index or rate as an operating lease if a different classification would result in a commencement date selling loss (Day 1 loss). For entities that have adopted ASU 2016-02, Leases , as of July 19, 2021, ASU 2021-05 is effective for annual and interim periods in fiscal years beginning after December 15, 2021 for public business entities and annual periods in fiscal years beginning after December 15, 2021 and interim periods in fiscal years beginning after December 15, 2022 for all other entities. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Options to purchase ordinary shares 329,799 — 329,799 951,426 Unvested restricted share units 128,096 — 128,096 85,684 Unvested performance restricted share units — — — 1,733 Warrants 480,186 — 480,186 480,186 Exchangeable Notes 1,270,094 — 1,270,094 1,199,819 Total 2,208,175 — 2,208,175 2,718,848 |
Schedule of Distribution of Total Operating Expenses by Geographical Area | The distribution of total operating expenses by geographical area was as follows: Three Months Ended September 30, Nine Months Ended September 30, Operating expenses 2022 2021 2022 2021 Ireland $ 5,675 $ 3,056 $ 15,302 $ 11,166 U.S. 1,352 1,817 7,129 6,495 Bermuda 7 1 26 47 Total $ 7,034 $ 4,874 $ 22,457 $ 17,708 |
Schedule of Distribution of Long-Lived Assets by Geographical Area | The distribution of long-lived assets by geographical area was as follows: Long-lived assets September 30, 2022 December 31, 2021 Ireland $ 4,572 $ 7,601 U.S. 297 578 Total $ 4,869 $ 8,179 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Financial Assets Measured at Fair Value | The following table presents information about the Company’s financial assets that were carried at fair value on a recurring basis on the condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. September 30, 2022 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 43,834 43,834 — — December 31, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 53,898 53,898 — — |
Summary of Long-term Debt Carried at Amortized Cost on Condensed Consolidated Balance Sheet | The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: September 30, 2022 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable note $ 9,298 $ 10,722 — 10,722 — Derivative liability - exchange option and change of control 610 610 — — 610 Revenue Futures Royalty-linked notes 20,917 20,917 — — 20,917 Total $ 30,825 $ 32,249 — 10,722 21,527 December 31, 2021 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 1,627 $ 1,627 — 1,627 — Exchangeable Notes Long-term exchangeable note 6,930 9,495 — 9,495 — Derivative liability - exchange option and change of control 6,058 6,058 — — 6,058 Revenue Futures Royalty-linked notes 17,968 17,968 — — 17,968 Total $ 32,583 $ 35,148 — 11,122 24,026 |
Summary of Changes in Fair Value of Derivative Liability | The following table presents the changes in fair value of the Company's Derivative liability for the nine months ended September 30, 2022: September 30, 2022 Balance at December 31, 2021 $ 6,058 Conversion of Exchangeable Notes — Adjustment to fair value ( 5,448 ) Balance at period end $ 610 |
Binomial Option Pricing Model | |
Summary of Assumptions Used in Binomial Option Pricing Model to Estimate Fair Value of Derivative Liabilities | The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the Derivative liabilities: September 30, 2022 December 31, 2021 Share price $ 1.62 $ 5.88 Market capitalization $ 19,818,066 $ 71,647,911 Volatility 100 % 130 % Risk-free interest rate 4.30 % 1.00 % Dividend rate 0 % 0 % |
Short-term Investments (Tables)
Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available for Sale Short-term Investments by Major Security Type | The following table represents the Company’s available for sale short-term investments by major security type as of September 30, 2022 and December 31, 2021: September 30, 2022 Maturity by period Cost Unrealized Unrealized Fair Value Less than 1 1 to 5 Available for sale Total gains (losses) Total year years Commercial paper $ 27,271 134 ( 138 ) 27,267 27,267 — U.S. Treasury and Agency Bonds 16,988 9 ( 430 ) 16,567 16,567 — Total $ 44,259 $ 143 $ ( 568 ) $ 43,834 $ 43,834 $ - December 31, 2021 Maturity by period Unrealized Unrealized Fair Value Less than 1 Available for sale Cost Total gains (losses) Total year 1 to 5 years Commercial paper $ 37,549 17 ( 570 ) 36,996 31,833 5,163 U.S. Treasury and Agency Bonds 16,984 6 ( 88 ) 16,902 — 16,902 Total $ 54,533 23 ( 658 ) 53,898 31,833 22,065 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: September 30, December 31, Prepaid insurance $ 866 $ 624 Prepaid research and development expenses 495 — Other prepaid assets 111 56 Research and development tax credit receivable 249 840 Interest receivable 81 290 Short-term deposits 32 37 Value added tax receivable 52 75 Total $ 1,886 $ 1,922 |
Intangible Asset, net (Tables)
Intangible Asset, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Asset and Related Accumulated Amortization | Intangible asset and related accumulated amortization are as follows: September 30, 2022 December 31, 2021 Gross intangible asset $ 5,148 $ 5,148 Less: accumulated amortization ( 3,000 ) ( 1,713 ) $ 2,148 $ 3,435 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Related Accumulated Depreciation | Property and equipment and related accumulated depreciation are as follows: September 30, December 31, Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Laboratory equipment — 86 Computer equipment 40 23 308 377 Less: accumulated depreciation ( 274 ) ( 286 ) $ 34 $ 91 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Right-of-Use Assets and Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities is as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cash paid for operating lease liabilities $ 165 $ 156 $ 608 $ 689 September 30, 2022 December 31, Weighted-average remaining lease term 5.24 years 13.97 years Weighted-average discount rate 5.6 % 7.0 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the condensed consolidated balance sheet as follows, representing the Company’s right to use the underlying asset for the lease term (“Other assets”) and the Company’s obligation to make lease payments (“Other current liabilities” and “Other liabilities”): September 30, 2022 December 31, Other assets $ 1,856 $ 3,741 Other current liabilities $ 305 $ 464 Other liabilities 1,282 3,436 Total lease liabilities $ 1,587 $ 3,900 |
Schedule of Future Lease Payments Included in Measurement of Lease Liabilities on Condensed Consolidated Balance Sheet | Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of September 30, 2022 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended September 30, 2023 $ 380 2024 385 2025 348 2026 269 2027 269 Thereafter 135 $ 1,786 Less imputed interest ( 199 ) Total lease liabilities $ 1,587 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, Accrued payroll and bonus expenses $ 1,580 $ 771 Accrued clinical trial costs 971 45 Accrued professional fees 891 16 Accrued other expenses 245 256 Accrued manufacturing expenses 45 77 Total $ 3,732 $ 1,165 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders | Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 11 – Royalty-Linked Notes), as of September 30, 2022 , for the following five fiscal years and thereafter were as follows: Year Ending September 30, (unaudited) 2023 $ — 2024 — 2025 12,607 2026 — 2027 — Thereafter 104 Total $ 12,711 |
2025 Exchangeable Notes | |
Summary of Balance of Exchangeable Notes | The balance of the Exchangeable Notes as of September 30, 2022 is as follows: September 30, 2022 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 4,855 September 2020 $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 18 Conversion of $ 1,000 Exchangeable Notes exchangeable into ordinary shares at $ 11.6624 per share, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes, net 12,607 2,176 Unamortized discount and debt issuance costs ( 5,485 ) — 2025 Exchangeable Notes, net $ 7,122 $ 2,176 |
Royalty-Linked Notes (Tables)
Royalty-Linked Notes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Royalty Linked Notes [Abstract] | |
Summary of Royalty-Linked Notes | The balance of the RLNs as of September 30, 2022 is as follows: September 30, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 6,210 Total liability related to the sale of future royalties at September 30, 2022 20,917 Current Portion — Long-term Portion $ 20,917 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reconciliation of the Company's Beginning and Ending Balances in Shareholders' Equity / (Deficit) | The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ equity for the nine months ended September 30, 2022 and 2021: Total Shareholders' equity at January 1, 2022 $ 50,234 Share-based compensation expense 4,301 Cancellation of share options expense 17,350 Issuance of ordinary shares, net 8 Net loss ( 39,344 ) Shareholders' equity at September 30, 2022 $ 32,549 Total Shareholders' deficit at January 1, 2021 $ ( 50,559 ) Share-based compensation expense 2,352 Issuance of ordinary shares, net 68,161 Issuance of warrants for ordinary shares 6,199 Exercise of warrants for ordinary shares 15,289 Issuance of ordinary shares on conversion of Exchangeable Notes 98,388 Net loss ( 87,382 ) Shareholders' equity at September 30, 2021 $ 52,448 |
Warrant | |
Schedule of Fair Value of the Warrants Valued at Issuance Using the Black-Scholes Option Pricing Model | The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 8, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.48 % Share price $ 23.10 Fair value of warrants issued $ 19.05 The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 10, 2021 Volatility 120 % Expected term in years 4.98 Dividend rate 0 % Risk-free interest rate 0.46 % Share price $ 40.95 Fair value of warrants issued $ 34.80 The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 12, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.50 % Share price $ 33.90 Fair value of warrants issued $ 27.60 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Assumptions Used to Determine Fair Value of Options | The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Nine months ended September 30, 2022 September 30, 2021 Volatility 100 % - 130 % 120 %- 130 % Expected term in years 5.50 - 6.25 5.50 - 6.25 Dividend rate 0 % 0 % Risk-free interest rate 1.9 % - 3.96 % 0.9 % - 1.32 % Share price $ 1.59 - $ 6.72 $ 8.40 - $ 30.15 Fair value of option on grant date $ 1.25 - $ 5.95 $ 7.50 - $ 26.25 |
Summary of Stock Options Activity | The following table summarizes total share option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2021 948,639 120,000 1,068,639 Granted 161,628 6,332 167,960 Exercised — — — Cancelled ( 906,800 ) — ( 906,800 ) Forfeited — — — Expired — — — Options outstanding September 30, 2022 203,467 126,332 329,799 The following table summarizes the number of options outstanding and the weighted-average exercise price as of September 30, 2022: Number of Weighted Weighted Aggregate Options outstanding December 31, 2021 1,068,639 $ 30.12 9.42 $ — Granted 167,960 $ 3.24 Exercised — Forfeited — Cancelled ( 906,800 ) $ 33.16 Options outstanding September 30, 2022 329,799 $ 8.07 9.29 $ — Exercisable at September 30, 2022 28,176 $ 38.58 7.41 $ — |
Summary of Restricted Share Units (RSUs) | The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of our plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2021 85,684 33,333 119,017 Granted 57,432 — 57,432 Shares vested ( 48,353 ) — ( 48,353 ) Forfeited — — — RSUs outstanding September 30, 2022 94,763 33,333 128,096 The table below shows the number of RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs outstanding as of September 30, 2022: Number of Weighted Average RSUs outstanding December 31, 2021 119,017 $ 19.16 Granted 57,432 $ 3.17 Shares vested ( 48,353 ) $ 23.64 Forfeited — RSUs outstanding September 30, 2022 128,096 $ 10.31 |
Summary of Share-based Compensation Expense | The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) Research and development expense $ 118 $ 570 $ 1,258 $ 748 General and administrative expense 304 942 3,043 1,604 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 21, 2020 USD ($) Debtinstrument | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Aug. 17, 2022 $ / shares shares | Feb. 03, 2021 $ / shares | Jan. 28, 2021 $ / shares | Sep. 08, 2020 USD ($) | Apr. 30, 2020 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Net losses | $ 29,109,000 | $ (3,741,000) | $ 39,344,000 | $ 87,382,000 | $ 91,564,000 | ||||||
Accumulated deficit | 417,837,000 | 417,837,000 | 378,493,000 | ||||||||
Cash and cash equivalents | 20,489,000 | 20,489,000 | $ 27,446,000 | ||||||||
Short-term investments | $ 43,834,000 | $ 43,834,000 | |||||||||
Description of reverse share split | The Company's shareholders approved a reverse share split of the Company's ordinary shares on June 15, 2022, which became effective on August 17, 2022, (the Reverse Share Split). As of 5:00 p.m. Eastern Standard Time on August 17, 2022, every fifteen ordinary shares of $0.01 each (nominal value) in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share of $0.15 each (nominal value), and the nominal value of each ordinary share was subsequently reduced from $0.15 to $0.01 nominal value per share. | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Reverse share split previous nominal value | $ / shares | $ 0.15 | ||||||||||
0.01 Nominal Value | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Common Stock, shares authorized and unissued | shares | 15 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||
0.15 Nominal Value | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Common stock, shares authorized and issued | shares | 1 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.15 | ||||||||||
Iterum Therapeutics US Limited | Silicon Valley Bank (SVB) | Paycheck Protection Program | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | $ 744,000 | ||||||||||
Debt instrument interest rate | 1% | ||||||||||
2025 Exchangeable Notes | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | $ 12,607,000 | $ 12,607,000 | |||||||||
Private Placement and Rights Offering | 2025 Exchangeable Notes | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | $ 51,808,000 | ||||||||||
Debt instrument interest rate | 6.50% | ||||||||||
Private Placement and Rights Offering | RLNs | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | $ 104,000 | ||||||||||
Private Placement | 2025 Exchangeable Notes | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | 51,588,000 | ||||||||||
Debt instrument price per unit | 1,000 | ||||||||||
Private Placement | RLNs | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate principal amount | $ 103,000 | ||||||||||
Number of debt instruments within each notes | Debtinstrument | 50 | ||||||||||
October Offering | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
February Underwritten Offering | Underwriting Agreement | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) Segment $ / shares | Sep. 30, 2022 EUR (€) | Aug. 17, 2022 $ / shares | Dec. 31, 2021 $ / shares | Jan. 28, 2021 $ / shares | |
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of business segments | Segment | 1 | ||||
October Offering | |||||
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||
Certificates Of Deposit | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ 30 | ||||
Warrants Issued | October 2020 Offering | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | 11 | ||||
Warrants Issued | June 3 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | 17 | ||||
Warrants Issued | June 30 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | 6 | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Cash, FDIC insured amount | 250 | ||||
Cash, DGS insured amount | $ 98 | € 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 2,208,175 | 2,208,175 | 2,718,848 |
Options to Purchase Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 329,799 | 329,799 | 951,426 |
Unvested Restricted Share Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 128,096 | 128,096 | 85,684 |
Unvested Performance Restricted Share Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 1,733 | ||
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 480,186 | 480,186 | 480,186 |
Exchangeable Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 1,270,094 | 1,270,094 | 1,199,819 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Distribution of Total Operating Expenses by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Operating expenses | $ 7,034 | $ 4,874 | $ 22,457 | $ 17,708 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | 5,675 | 3,056 | 15,302 | 11,166 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | 1,352 | 1,817 | 7,129 | 6,495 |
Bermuda | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | $ 7 | $ 1 | $ 26 | $ 47 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Distribution of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 4,869 | $ 8,179 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 4,572 | 7,601 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 297 | $ 578 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Schedule of Financial Assets Measured at Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 43,834 | $ 53,898 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 43,834 | $ 53,898 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Long-term Debt Carried at Amortized Cost on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative liability - exchange option and change of control | $ 610 | $ 6,058 |
Book Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 1,627 | |
Long-term exchangeable note | 9,298 | 6,930 |
Derivative liability - exchange option and change of control | 610 | 6,058 |
Royalty linked notes | 20,917 | 17,968 |
Total | 30,825 | 32,583 |
Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 1,627 | |
Long-term exchangeable note | 10,722 | 9,495 |
Derivative liability - exchange option and change of control | 610 | 6,058 |
Royalty linked notes | 20,917 | 17,968 |
Total | 32,249 | 35,148 |
Level 2 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 1,627 | |
Long-term exchangeable note | 10,722 | 9,495 |
Total | 10,722 | 11,122 |
Level 3 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative liability - exchange option and change of control | 610 | 6,058 |
Royalty linked notes | 20,917 | 17,968 |
Total | $ 21,527 | $ 24,026 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 9 Months Ended | 20 Months Ended | ||
Aug. 17, 2022 | Jan. 21, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Derivative liability for the exchange option, fair value | $ 312,000 | $ 312,000 | ||
Derivative liability, change of control feature, fair value | 298,000 | 298,000 | ||
RLNs liability | 20,917,000 | 20,917,000 | ||
Fair value, asset measurement levels transfers amount | 0 | |||
Fair value, liabilities measurement levels transfers amount | 0 | |||
Exchangeable Notes | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Aggregate principal amount of exchangeable notes | 39,201,000 | |||
Private Placement | Securities | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Debt instrument price per ordinary share | $ 11.6624 | $ 15 | ||
Debt instrument, shares embedded within each unit, shares | 85.7456 | 66.666 | ||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | ||
Private Placement | Exchangeable Notes | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Aggregate principal amount of exchangeable notes | $ 39,201,000 | |||
Debt instrument, aggregate number of shares exchanged | 3,592,555 | |||
Debt instrument, outstanding principal | $ 12,607,000 | $ 12,607,000 | ||
Private Placement | RLNs | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Debt instrument, aggregate potential payment capped value | 160.00 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 times | |||
Debt instrument, discount rate applied for royalty linked notes | 20% |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Summary of Changes in Fair Value of Derivative Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2021 | $ 6,058 |
Adjustment to fair value | (5,448) |
Balance at September 30, 2022 | $ 610 |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Summary of Assumptions Used Estimate Fair Value of Derivative Liabilities (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Dividend rate | 0% | 0% | |
Binomial Option Pricing Model | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Share price | $ 1.62 | $ 5.88 | |
Market capitalization | 19,818,066 | 71,647,911 | |
Volatility | 100% | 130% | |
Risk-free interest rate | 4.30% | 1% | |
Dividend rate | 0% | 0% |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Average maturity period | 4 months 28 days |
Short-term Investments - Schedu
Short-term Investments - Schedule of Available for Sale Short-term Investments by Major Security Type (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Total | $ 44,259 | $ 54,533 |
Unrealized gains | 143 | 23 |
Unrealized (losses) | (568) | (658) |
Fair Value Total | 43,834 | 53,898 |
Maturity by period Less than 1 year | 43,834 | 31,833 |
Maturity by period 1 to 5 years | 22,065 | |
Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Total | 27,271 | 37,549 |
Unrealized gains | 134 | 17 |
Unrealized (losses) | (138) | (570) |
Fair Value Total | 27,267 | 36,996 |
Maturity by period Less than 1 year | 27,267 | 31,833 |
Maturity by period 1 to 5 years | 5,163 | |
U.S. Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Total | 16,988 | 16,984 |
Unrealized gains | 9 | 6 |
Unrealized (losses) | (430) | (88) |
Fair Value Total | 16,567 | 16,902 |
Maturity by period Less than 1 year | $ 16,567 | |
Maturity by period 1 to 5 years | $ 16,902 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 866 | $ 624 |
Prepaid research and development expenses | 495 | |
Other prepaid assets | 111 | 56 |
Research and development tax credit receivable | 249 | 840 |
Interest receivable | 81 | 290 |
Short-term deposits | 32 | 37 |
Value added tax receivable | 52 | 75 |
Total | $ 1,886 | $ 1,922 |
Intangible Asset, net - Intangi
Intangible Asset, net - Intangible Asset and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross intangible asset | $ 5,148 | $ 5,148 |
Less: accumulated amortization | (3,000) | (1,713) |
Intangible assets, net | $ 2,148 | $ 3,435 |
Intangible Asset, net - Additio
Intangible Asset, net - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Reservation right amortized term | 3 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 308 | $ 377 |
Less: accumulated depreciation | (274) | (286) |
Property and equipment, net | 34 | 91 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 148 | 148 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 120 | 120 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 86 | |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 40 | $ 23 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 74 | $ 331 | $ 391 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, description | These leases have remaining terms which range from 1.1 years to 5.75 years. | |||
Lessee operating lease renewal option on remaining lease term | The renewal option on another lease was derecognized in June 2022 as it is no longer reasonably certain that the option will be exercised, resulting in a reduction in the remaining term from 16 to six years. | |||
Lessee, operating lease, option to extend | The renewal option on one lease was exercised in February 2022 for an additional period of three years, extending this lease term to June 2025. | |||
Lessee, operating lease renewal reduction in remaining term | 16 to six years | |||
Lessee, operating lease, renewal term | 3 years | 3 years | ||
Operating lease cost for right - of - use assets | $ 234 | $ 259 | $ 644 | $ 827 |
Operating lease, rental expenses | 55 | 176 | ||
Sublease Income | $ 75 | $ 77 | $ 223 | $ 241 |
Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee operating sublease agreement for commercial unit term | In September 2020, the Company entered into a sublease agreement for a commercial unit that extends through September 2023. | |||
Minimum | Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 year 1 month 6 days | 1 year 1 month 6 days | ||
Maximum | Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, remaining lease term | 5 years 9 months | 5 years 9 months |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Cash paid for operating lease liabilities | $ 165 | $ 156 | $ 608 | $ 689 | |
Weighted-average remaining lease term | 5 years 2 months 26 days | 5 years 2 months 26 days | 13 years 11 months 19 days | ||
Weighted-average discount rate | 5.60% | 5.60% | 7% |
Leases - Summary of Right-of-_2
Leases - Summary of Right-of-Use Assets and Lease Liabilities for Operating Leases Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Lease Assets And Liabilities [Abstract] | ||
Other assets | $ 1,856 | $ 3,741 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Other current liabilities | $ 305 | $ 464 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Other liabilities | $ 1,282 | $ 3,436 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total lease liabilities | $ 1,587 | $ 3,900 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments Included in Measurement of Lease Liabilities on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 380 | |
2024 | 385 | |
2025 | 348 | |
2026 | 269 | |
2027 | 269 | |
Thereafter | 135 | |
Total | 1,786 | |
Less imputed interest | (199) | |
Total lease liabilities | $ 1,587 | $ 3,900 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and bonus expenses | $ 1,580 | $ 771 |
Accrued clinical trial costs | 971 | 45 |
Accrued professional fees | 891 | 16 |
Accrued other expenses | 245 | 256 |
Accrued manufacturing expenses | 45 | 77 |
Total | $ 3,732 | $ 1,165 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | |||||||||
Aug. 17, 2022 USD ($) $ / shares shares | Sep. 08, 2020 USD ($) Debtinstrument $ / shares | Apr. 30, 2020 USD ($) | Jan. 21, 2020 USD ($) Debtinstrument $ / shares shares | Apr. 27, 2018 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 01, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||
Number of warrants to purchase preferred shares | shares | 25,333 | 25,333 | 25,333 | |||||||||||
Accretion of debt discounts and deferred financing costs | $ 1,748,000 | $ 3,636,000 | ||||||||||||
Ordinary Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of warrants to purchase preferred shares | shares | 1,326 | 1,326 | 1,326 | 1,326 | ||||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan and security agreement entered date | Apr. 27, 2018 | |||||||||||||
Funded amount under agreement | $ 15,000,000 | |||||||||||||
Remaining borrowing facility available date | Oct. 31, 2019 | |||||||||||||
Maximum amount available under agreement | $ 30,000,000 | |||||||||||||
Date of first required payment of initial draw | Nov. 01, 2019 | |||||||||||||
Minimum fixed interest rate per annum | 8.31% | |||||||||||||
Final interest rate payment on outstanding principal | 4.20% | |||||||||||||
Principal and interest payment, maturity date | Mar. 01, 2022 | |||||||||||||
Final payment fee | $ 630,000 | |||||||||||||
Principal payment during the period | $ 1,552,000 | |||||||||||||
Effective annual interest rate on outstanding debt | 12.51% | |||||||||||||
Interest expense | $ 16,000 | $ 116,000 | 16,000 | 490,000 | ||||||||||
Accretion of debt discounts and deferred financing costs | $ 6,000 | 28,000 | $ 6,000 | 130,000 | ||||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Wall Street Journal Prime Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on interest rate | 3.89% | |||||||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum amount available under second draw | $ 15,000,000 | |||||||||||||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of warrants to purchase preferred shares | shares | 19,890 | 19,890 | 19,890 | 19,890 | ||||||||||
Warrants to purchase preferred shares, exercise price | $ / shares | $ 282.75 | $ 282.75 | $ 282.75 | $ 282.75 | ||||||||||
2025 Exchangeable Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest expense | $ 205,000 | 205,000 | $ 615,000 | 873,000 | ||||||||||
Accretion of debt discounts and deferred financing costs | 591,000 | 591,000 | 1,753,000 | 2,302,000 | ||||||||||
Aggregate principal amount | $ 9,891,000 | |||||||||||||
Debt instrument, outstanding principal | 12,607,000 | $ 12,607,000 | $ 12,607,000 | |||||||||||
Debt instrument, payment terms | The Company will be required to pay each holder of the Exchangeable Notes the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note in connection with such Fundamental Change if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. | |||||||||||||
Fair value of derivative liability | 27,038,000 | |||||||||||||
Fair value of derivative liability related to rights offering | $ 82,000 | |||||||||||||
Financing transaction costs | $ 2,848,000 | |||||||||||||
Financing transaction costs, capitalized | $ 2,814,000 | $ 2,814,000 | ||||||||||||
2025 Exchangeable Notes | Private Placement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | 51,588,000 | |||||||||||||
Debt instrument price per unit | 1,000 | 1,000 | ||||||||||||
Aggregate principal amount | 39,201,000,000 | $ 39,201,000,000 | $ 39,201,000,000 | |||||||||||
Notes exchanged for ordinary shares | shares | 3,592,555 | |||||||||||||
Debt instrument, outstanding principal | 12,607,000,000 | 12,607,000,000 | $ 12,607,000,000 | |||||||||||
2025 Exchangeable Notes | Private Placement and Rights Offering | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 220,000 | |||||||||||||
RLNs | Private Placement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 103,000 | |||||||||||||
Number of debt instruments within each notes | Debtinstrument | 50 | 50 | ||||||||||||
RLNs | Private Placement and Rights Offering | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 500 | |||||||||||||
Securities | Private Placement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument price per unit | 1,000 | $ 1,000 | ||||||||||||
Debt instrument, shares embedded within each unit, shares | shares | 85.7456 | 66.666 | ||||||||||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 11.6224 | $ 15 | $ 15 | |||||||||||
Paycheck Protection Program | Silicon Valley Bank (SVB) | Iterum Therapeutics US Limited | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest expense | 0 | 1,000 | $ 0 | 2,000 | ||||||||||
Aggregate principal amount | $ 744,000 | |||||||||||||
Debt instrument interest rate | 1% | |||||||||||||
Debt instrument maturity period | 2 years | |||||||||||||
Debt instrument, description | Under the terms of the agreement, there were no payments due by the Company until the SBA remitted the forgiveness amount to Iterum US Limited or until after the 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest were due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. | |||||||||||||
Debt instrument, forgiveness loan | $ 340,000 | |||||||||||||
Debt instrument, remaining amount amortized | $ 404,000 | |||||||||||||
Debt Instrument, principal repayments | $ 0 | $ 77,000 | $ 69,000 | $ 231,000 |
Debt - Summary of Balances of E
Debt - Summary of Balances of Exchangeable Notes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Exchangeable Notes, net | $ 12,711 |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 51,588 |
Exchangeable Notes, Accrued Interest | 4,855 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 220 |
Exchangeable Notes, Accrued Interest | 18 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes, Conversion | (39,201) |
Exchangeable Notes, Accrued Interest Write off | (2,697) |
2025 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 12,607 |
Unamortized discount and debt issuance costs | (5,485) |
Exchangeable Notes, net | 7,122 |
Exchangeable Notes, Accrued Interest | $ 2,176 |
Debt - Summary of Balances of_2
Debt - Summary of Balances of Exchangeable Notes (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 11.6624 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 11.6624 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 11.6624 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 12,607 |
Thereafter | 104 |
Total | $ 12,711 |
Royalty-Linked Notes - Addition
Royalty-Linked Notes - Additional Information (Details) - Royalty-Linked Notes | 1 Months Ended | 9 Months Ended | ||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 USD ($) Debtinstrument | Jan. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) UsdRln | |
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Aggregate amount payable per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Interest expense | $ 1,204,000 | |||
Sulopenem | ||||
Debt Instrument [Line Items] | ||||
Debt discounts | $ 1,239,000 | |||
Estimated effective interest rate | 31.70% | |||
Private Placement | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments issued | Debtinstrument | 2,579,400 | |||
Rights Offering | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments issued | Debtinstrument | 11,000 |
Royalty Linked Notes - Summary
Royalty Linked Notes - Summary of Royalty-Linked Notes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Royalty Linked Notes [Abstract] | ||
Total liability related to the sale of future royalties, on inception | $ 10,990 | |
Liability related to the sale of future royalties, arising from the Rights Offering | 51 | |
Amortization of discount and debt issuance costs | 3,666 | |
Adjustments to fair value | 6,210 | |
Total liability related to the sale of future royalties at September 30, 2022 | 20,917 | |
Long-term Portion | $ 20,917 | $ 17,968 |
Shareholders' Equity - Reconcil
Shareholders' Equity - Reconciliation of the Company's Beginning and Ending Balances in Shareholders' Equity / (Deficit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity [Abstract] | |||||
Shareholders' equity (deficit), Beginning Balance | $ 50,234 | $ (50,559) | $ (50,559) | ||
Share-based compensation expense | 4,301 | 2,352 | |||
Cancellation of share options expense | $ 17,350 | 17,350 | |||
Issuance of ordinary shares, net | 8 | 68,161 | |||
Issuance of warrants for ordinary shares | 6,199 | ||||
Exercise of warrants for ordinary shares | 15,289 | ||||
Issuance of ordinary shares on conversion of exchangeable notes | 98,388 | ||||
Net loss | (29,109) | $ 3,741 | (39,344) | (87,382) | (91,564) |
Shareholders' equity (deficit), Ending Balance | $ 32,549 | $ 52,448 | $ 32,549 | $ 52,448 | $ 50,234 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 20 Months Ended | ||||||||||||||
Feb. 12, 2021 $ / shares shares | Feb. 10, 2021 USD ($) $ / shares shares | Feb. 09, 2021 USD ($) $ / shares shares | Feb. 08, 2021 $ / shares shares | Feb. 03, 2021 $ / shares shares | Oct. 31, 2020 $ / shares shares | Oct. 27, 2020 $ / shares shares | Jul. 02, 2020 $ / shares shares | Jun. 05, 2020 $ / shares shares | Jun. 03, 2020 $ / shares shares | Jun. 30, 2020 $ / shares shares | Sep. 30, 2022 USD ($) Vote $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Aug. 17, 2022 $ / shares | Dec. 31, 2021 $ / shares shares | Jan. 28, 2021 $ / shares shares | Apr. 27, 2018 $ / shares shares | |
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 12,233,374 | 12,233,374 | 12,185,018 | ||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Proceeds from warrants connected to registered direct offerings | $ | $ 546 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 25,333 | 25,333 | |||||||||||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||
Increase to authorized ordinary shares | 10,000,000 | ||||||||||||||||
Number of vote per common share | Vote | 1 | ||||||||||||||||
Common stock rights and preferences | The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares | ||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||
Undesignated Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | |||||||||||||||
Designated Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 19,890 | 19,890 | 19,890 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 282.75 | $ 282.75 | $ 282.75 | ||||||||||||||
Exchangeable Notes | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 3,592,555 | 3,592,555 | |||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,201 | ||||||||||||||||
Aggregate principal amount | $ | $ 12,607 | $ 12,607 | |||||||||||||||
Ordinary Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,326 | 1,326 | 1,326 | ||||||||||||||
October Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 13,885 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 125,641 | 1,392,701 | 1,392,701 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 12.1875 | $ 9.75 | |||||||||||||||
Warrants expiry date | Oct. 22, 2025 | Oct. 27, 2025 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||
October Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,346,153 | ||||||||||||||||
February Underwritten Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 21.5625 | $ 21.5625 | |||||||||||||||
Offering closing date | Feb. 10, 2021 | Feb. 08, 2021 | |||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 347,826 | ||||||||||||||||
Warrants expiry date | Feb. 03, 2026 | Feb. 03, 2026 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | 7% | |||||||||||||||
February Underwritten Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 24,347 | 162,318 | |||||||||||||||
February Underwritten Offering | Underwriting Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 2,318,840 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering closing date | Feb. 08, 2021 | ||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 2,666,666 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 46,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 42,119 | ||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 347,826 | ||||||||||||||||
February 2021 Underwritten Offering | Underwriting Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Offering price per share | $ / shares | $ 17.25 | ||||||||||||||||
Private Placement | Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 13,868 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 31.5465 | $ 24.30 | |||||||||||||||
Warrants expiry date | Dec. 05, 2025 | ||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||
Private Placement | Securities Purchase Agreement | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 99,057 | ||||||||||||||||
Private Placement | June 30 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Proceeds from exercise of warrants related to registered direct offering | $ | $ 1,796 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 15,739 | 84,317 | 84,317 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 27.7965 | $ 21.30 | |||||||||||||||
Warrants expiry date | Jun. 30, 2025 | Jan. 02, 2026 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||
Private Placement | June 30 SPA | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 112,422 | ||||||||||||||||
Private Placement | Exchangeable Notes | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,201 | ||||||||||||||||
Warrants to Purchase 19,890 Ordinary Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Warrants expiry date | Apr. 27, 2028 | ||||||||||||||||
February Registered Direct Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 1,166,666 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering price per share | $ / shares | $ 0 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 35,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 32,235 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 37.50 | ||||||||||||||||
Offering closing date | Feb. 12, 2021 | Feb. 12, 2021 | |||||||||||||||
Warrants expiry date | Feb. 09, 2026 | ||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||
February Registered Direct Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 81,666 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Fair Value of Warrants Using Black-Scholes Option Pricing Model (Details) | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 08, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 27.60 | 34.80 | 19.05 |
Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 120 | 120 | 120 |
Expected Term in Years | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 4 years 11 months 26 days | 4 years 11 months 23 days | 4 years 11 months 26 days |
Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0 | 0 | 0 |
Risk-free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0.50 | 0.46 | 0.48 |
Share Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 33.90 | 40.95 | 23.10 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||||
Jul. 07, 2022 | Nov. 24, 2021 | Jun. 22, 2021 | Jun. 10, 2020 | Feb. 14, 2020 | Dec. 31, 2018 | Dec. 05, 2018 | Nov. 18, 2015 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 23, 2021 | Mar. 14, 2018 | May 18, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of Shares, Granted | 167,960 | ||||||||||||||
Cancellation of share options expense | $ 17,350 | $ 17,350 | |||||||||||||
Number of shares, cancelled | (906,800) | ||||||||||||||
Employee Stock Options | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Unvested employee options outstanding | 301,623 | 915,504 | 301,623 | 915,504 | |||||||||||
Expense recognized | $ 135 | $ 1,663 | $ 3,498 | $ 2,104 | |||||||||||
Unamortized compensation expense share options | 1,094 | 22,385 | $ 1,094 | $ 22,385 | |||||||||||
Vesting period | 1 year 10 months 17 days | 3 years 8 months 4 days | |||||||||||||
Risk-free interest rate based on estimate of U.S. treasury yield | 7 years | ||||||||||||||
Restricted Share Units (RSUs) | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Expense recognized | 287 | 304 | $ 803 | $ 668 | |||||||||||
Number of shares, granted/awarded | 57,432 | ||||||||||||||
Unamortized stock compensation expense | $ 712 | $ 712 | |||||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 1 year 3 months 7 days | 1 year 4 months 6 days | |||||||||||||
Unamortized compensation expense | 1,467 | $ 1,467 | |||||||||||||
Restricted Share Units (RSUs) | Director | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 1 year | ||||||||||||||
Performance RSUs | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Expense recognized | 455 | $ 420 | |||||||||||||
Number of shares, granted/awarded | 0 | 0 | |||||||||||||
Options and Restricted Share Units and Performance Restricted Share Units | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 1 year 8 months 15 days | 3 years 6 months 29 days | |||||||||||||
Unamortized compensation expense | $ 1,806 | $ 23,852 | $ 1,806 | $ 23,852 | |||||||||||
2015 Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares authorized | 14,895 | ||||||||||||||
Number of ordinary shares available for issuance | 29,535 | ||||||||||||||
Increase in number of ordinary shares available for issuance | 14,640 | ||||||||||||||
2018 Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares authorized | 1,295,819 | 67,897 | |||||||||||||
Increase in number of ordinary shares available to be granted, percentage | 4% | 4% | |||||||||||||
Increase in number of ordinary shares available to be granted | 1,000,000 | 150,000 | 39,650 | 38,272 | |||||||||||
2018 Plan | Employees and Directors | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares, granted/awarded | 57,432 | ||||||||||||||
2018 Plan | Employees and Directors | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of Shares, Granted | 161,628 | 908,094 | |||||||||||||
2018 Plan | Restricted Share Units (RSUs) | Employees and Directors | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares, granted/awarded | 89,688 | ||||||||||||||
2018 Plan | Restricted Share Units (RSUs) | Employees | Minimum | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 2 years | ||||||||||||||
2018 Plan | Restricted Share Units (RSUs) | Employees | Maximum | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 4 years | ||||||||||||||
2021 Inducement Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Increase in number of ordinary shares available to be granted | 333,333 | ||||||||||||||
2021 Inducement Plan | Employees and Directors | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of Shares, Granted | 6,332 | 0 | |||||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of Shares, Granted | 167,960 | ||||||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | Employee Stock Options | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 4 years | ||||||||||||||
Vesting rights | The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively. | ||||||||||||||
Share option granted term | 10 years | ||||||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | Restricted Share Units (RSUs) | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares, granted/awarded | 57,432 | ||||||||||||||
Amended and Restated 2018 Equity Incentive Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares, cancelled | 906,800 | ||||||||||||||
Amended and Restated 2018 Equity Incentive Plan | Employee Stock Options | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Cancellation of share options expense | $ 17,350 | $ 17,350 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Assumptions Used to Determine Grant Date Fair Value of Employee and Director Options Granted (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility, minimum | 100% | 120% |
Volatility, maximum | 130% | 130% |
Dividend rate | 0% | 0% |
Risk-free interest rate, minimum | 1.90% | 0.90% |
Risk-free interest rate, maximum | 3.96% | 1.32% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 5 years 6 months | 5 years 6 months |
Share price | $ 1.59 | $ 8.40 |
Fair value of option on grant date | $ 1.25 | $ 7.50 |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 3 months | 6 years 3 months |
Share price | $ 6.72 | $ 30.15 |
Fair value of option on grant date | $ 5.95 | $ 26.25 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 1,068,639 |
Number of Shares, Granted | 167,960 |
Number of Shares, Cancelled | (906,800) |
Number of Shares, Options outstanding Ending Balance | 329,799 |
2015 Plan and 2018 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 948,639 |
Number of Shares, Granted | 161,628 |
Number of Shares, Cancelled | (906,800) |
Number of Shares, Options outstanding Ending Balance | 203,467 |
Two Thousand Twenty One Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 120,000 |
Number of Shares, Granted | 6,332 |
Number of Shares, Options outstanding Ending Balance | 126,332 |
2015 Plan, 2018 Plan and 2021 Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 1,068,639 |
Number of Shares, Granted | 167,960 |
Number of Shares, Options outstanding Ending Balance | 329,799 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Number of Options Outstanding and Weighted-average Exercise Price (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | ||
Number of Shares, Options outstanding Beginning Balance | 1,068,639 | |
Number of Shares, Granted | 167,960 | |
Number of Shares, Cancelled | (906,800) | |
Number of Shares, Options outstanding Ending Balance | 329,799 | 1,068,639 |
Number of Shares, Exercisable at June 30, 2022 (unaudited) | 28,176 | |
Weighted Average Exercise Price, Options outstanding Beginning Balance | $ 30.12 | |
Weighted Average Exercise Price, Granted | 3.24 | |
Weighted Average Exercise Price, Cancelled | 33.16 | |
Weighted Average Exercise Price, Options outstanding Ending Balance | 8.07 | $ 30.12 |
Weighted Average Exercise Price, Exercisable at June 30, 2022 | $ 38.58 | |
Weighted Average Remaining Contractual Life in Years, Options outstanding | 9 years 3 months 14 days | 9 years 5 months 1 day |
Weighted Average Remaining Contractual Life in Years, Exercisable at June 30, 2022 (unaudited) | 7 years 4 months 28 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Number of RSUs Granted (Details) - Restricted Share Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, RSUs outstanding Beginning Balance | 119,017 |
Number of Shares, Granted | 57,432 |
Number of Shares, Shares vested | (48,353) |
Number of Shares, RSUs outstanding Ending Balance | 128,096 |
2015 Plan and 2018 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, RSUs outstanding Beginning Balance | 85,684 |
Number of Shares, Granted | 57,432 |
Number of Shares, Shares vested | (48,353) |
Number of Shares, RSUs outstanding Ending Balance | 94,763 |
Two Thousand Twenty One Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, RSUs outstanding Beginning Balance | 33,333 |
Number of Shares, RSUs outstanding Ending Balance | 33,333 |
2015 Plan, 2018 Plan and 2021 Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, RSUs outstanding Beginning Balance | 119,017 |
Number of Shares, Granted | 57,432 |
Number of Shares, Shares vested | (48,353) |
Number of Shares, RSUs outstanding Ending Balance | 128,096 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Number of RSUs Outstanding and Weighted-average Grant Date Fair Value of RSUs (Details) - Restricted Share Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, RSUs outstanding Beginning Balance | shares | 119,017 |
Number of Shares, Granted | shares | 57,432 |
Number of Shares, Shares vested | shares | (48,353) |
Number of Shares, RSUs outstanding Ending Balance | shares | 128,096 |
Weighted average grant date fair value per share, RSUs outstanding Beginning Balance | $ / shares | $ 19.16 |
Weighted average grant date fair value per share, Granted | $ / shares | 3.17 |
Weighted Average grant date fair value per share, Vested | $ / shares | 23.64 |
Weighted average grant date fair value per share, RSUs outstanding Ending Balance | $ / shares | $ 10.31 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 118 | $ 570 | $ 1,258 | $ 748 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 304 | $ 942 | $ 3,043 | $ 1,604 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||||
Income tax expense | $ (570) | $ 352 | $ 200 | $ 534 | |
Ireland | |||||
Income Tax [Line Items] | |||||
Net operating loss carryforwards | $ 35,054 | $ 35,054 | $ 33,218 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | 9 Months Ended | |||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 Debtinstrument | Sep. 30, 2022 USD ($) UsdRln | Nov. 18, 2015 USD ($) | |
Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument price per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | Private Placement | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 2,579,400 | |||
Pfizer License Agreement | Royalty-Linked Notes | Rights Offering | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 11,000 | |||
Pfizer License Agreement | Minimum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 250,000,000 | |||
Pfizer License Agreement | Maximum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 1,000,000,000 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Statements - Additional Information (Details) | Jan. 21, 2020 USD ($) Debtinstrument | Sep. 30, 2022 USD ($) | Sep. 08, 2020 USD ($) |
Iterum Therapeutics Bermuda Limited | |||
Condensed Financial Statements Captions [Line Items] | |||
Ownership percentage | 100% | ||
Subsidiary Guarantors | |||
Condensed Financial Statements Captions [Line Items] | |||
Ownership percentage | 100% | ||
2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 12,607,000 | ||
Private Placement | 2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 51,588,000 | ||
Debt instrument price per unit | 1,000 | ||
Private Placement | RLNs | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 103,000 | ||
Number of debt instruments within each notes | Debtinstrument | 50 | ||
Rights Offering | 2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 220,000 | ||
Rights Offering | RLNs | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 07, 2022 | Sep. 30, 2022 | Aug. 17, 2022 | Dec. 31, 2021 | Jan. 28, 2021 |
Subsequent Event [Line Items] | |||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Subsequent Events | Sales Agreement With H.C. Wainwright & Co., L.L.C | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares, par value | $ 0.01 | ||||
Subsequent Events | Sales Agreement With H.C. Wainwright & Co., L.L.C | Maximum | |||||
Subsequent Event [Line Items] | |||||
May offer and sell ordinary shares for aggregate gross sales proceeds | $ 16,000,000 | ||||
Number of ordinary shares may offer and sell | 4,478,180 |