Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information | |
Entity Registrant Name | Motif Bio plc |
Entity Central Index Key | 0001674657 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 296,660,243 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Consolidated statements of comp
Consolidated statements of comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Continuing operations | |||
General and administrative expenses | $ (7,635) | $ (8,542) | $ (4,912) |
Research and development expenses | (10,988) | (29,475) | (34,795) |
Gains on settlement of contract disputes | 83 | ||
Operating loss | (18,623) | (38,017) | (39,624) |
Interest income | 113 | 134 | 70 |
Interest expense | (2,160) | (275) | (383) |
Net foreign exchange gains (losses) | 40 | (238) | (251) |
Gain (loss) from revaluation of derivative liabilities | 6,654 | (6,392) | (136) |
Loss before income taxes | (13,976) | (44,788) | (40,324) |
Income tax expense | (9) | (22) | |
Net loss for the year | (13,985) | (44,810) | (40,324) |
Total comprehensive loss for the year | $ (13,985) | $ (44,810) | $ (40,324) |
Net loss per share | |||
Basic per share | $ (0.05) | $ (0.19) | $ (0.35) |
Diluted per share | $ (0.07) | $ (0.19) | $ (0.35) |
Weighted average number of ordinary shares | |||
Weighted average number of ordinary shares, basic | 284,530,534 | 231,530,091 | 116,558,191 |
Weighted average number of ordinary shares, diluted | 287,131,688 | 231,530,091 | 116,558,191 |
Consolidated statements of fina
Consolidated statements of financial position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Non-current assets | ||
Intangible assets | $ 6,196 | $ 6,196 |
Other non-current assets | 18 | 23 |
Total non-current assets | 6,214 | 6,219 |
Current assets | ||
Prepaid expenses and other receivables | 231 | 318 |
Cash and cash equivalents | 12,279 | 22,651 |
Total current assets | 12,510 | 22,969 |
Total assets | 18,724 | 29,188 |
Non-current liabilities | ||
Term loan, net of current portion | 10,131 | 14,057 |
Other non-current liabilities | 196 | 23 |
Total non-current liabilities | 10,327 | 14,080 |
Current liabilities | ||
Trade payables and accrued liabilities | 7,207 | 10,890 |
Term loan, current portion | 4,327 | |
Payable on completion of clinical trial | 500 | |
Derivative liabilities | 5,789 | 12,626 |
Total current liabilities | 17,323 | 24,016 |
Total liabilities | 27,650 | 38,096 |
Net assets (liabilities) | (8,926) | (8,908) |
EQUITY | ||
Share capital | 4,032 | 3,589 |
Share premium | 93,456 | 80,873 |
Group reorganization reserve | 9,938 | 9,938 |
Accumulated deficit | (116,352) | (103,308) |
Total deficit | $ (8,926) | $ (8,908) |
Consolidated statements of chan
Consolidated statements of changes in equity - USD ($) $ in Thousands | Share capital | Share premium | Group reorganization reserve | Accumulated deficit | Total |
Beginning balance at Dec. 31, 2015 | $ 1,645 | $ 38,535 | $ 9,938 | $ (20,395) | $ 29,723 |
Loss for the year | (40,324) | (40,324) | |||
Total comprehensive loss for the year | (40,324) | (40,324) | |||
Issue of share capital | 898 | 18,701 | 19,599 | ||
Cost of issuance | (3,370) | (3,370) | |||
Conversion of promissory notes | 178 | 3,373 | 3,551 | ||
Exercise of share options and warrants | 7 | 110 | 117 | ||
Share-based payments | 513 | 513 | |||
Ending balance at Dec. 31, 2016 | 2,728 | 57,349 | 9,938 | (60,206) | 9,809 |
Loss for the year | (44,810) | (44,810) | |||
Total comprehensive loss for the year | (44,810) | (44,810) | |||
Issue of share capital | 847 | 24,570 | 25,417 | ||
Cost of issuance | (1,735) | (1,735) | |||
Exercise of share options and warrants | 14 | 689 | 703 | ||
Share-based payments | 1,708 | 1,708 | |||
Ending balance at Dec. 31, 2017 | 3,589 | 80,873 | 9,938 | (103,308) | (8,908) |
Loss for the year | (13,985) | (13,985) | |||
Total comprehensive loss for the year | (13,985) | (13,985) | |||
Issue of share capital | 433 | 12,989 | 13,422 | ||
Cost of issuance | (749) | (749) | |||
Exercise of share options and warrants | 10 | 343 | 353 | ||
Share-based payments | 941 | 941 | |||
Ending balance at Dec. 31, 2018 | $ 4,032 | $ 93,456 | $ 9,938 | $ (116,352) | $ (8,926) |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Operating loss for the year | $ (18,623) | $ (38,017) | $ (39,624) |
Adjustments to reconcile net loss to net cash used in activities: | |||
Share-based payments | 941 | 1,708 | 513 |
Warrant issued for services performed | 110 | ||
Gain on settlement of contract disputes | (83) | ||
Interest received | 97 | 134 | 70 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other receivables | 91 | 60 | (233) |
Trade payables and accrued liabilities | (3,952) | (1,431) | 11,415 |
Net cash used in operating activities | (21,446) | (37,436) | (27,942) |
Financing activities | |||
Proceeds from issuance of term loan | 15,000 | ||
Costs of issuance of term loan | (576) | ||
Proceeds from issue of share capital | 13,422 | 25,417 | 24,996 |
Costs of issuance of share capital | (749) | (1,734) | (3,370) |
Proceeds from exercise of warrants and options | 145 | 419 | 117 |
Interest paid | (1,585) | (71) | (315) |
Net cash provided by financing activities | 11,233 | 38,455 | 21,428 |
Net change in cash | (10,213) | 1,019 | (6,514) |
Cash, beginning of the year | 22,651 | 21,830 | 28,595 |
Effect of foreign exchange rate changes | (159) | (198) | (251) |
Cash, end of the year | $ 12,279 | 22,651 | 21,830 |
Non-cash financing activity | |||
Conversion of notes payable to ordinary shares | 3,551 | ||
Fair value of warrants issued in conjunction with issuance of share capital | $ 5,662 | ||
Fair value of warrants issued in conjunction with issuance of term loan | $ 420 |
General information
General information | 12 Months Ended |
Dec. 31, 2018 | |
General information | |
General information | 1. General information Motif Bio plc is a biopharmaceutical company focused on the development and commercialization of novel antibiotics that are designed to be effective against serious and life-threatening infections caused by multi-drug resistant bacteria. Motif Bio Limited (“the Company”) was incorporated in England and Wales on November 20, 2014 with company registration number 09320890. The Company’s registered office is at: 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT, U.K. On April 1, 2015, the Company was re-registered as a public company limited by shares and changed its name to Motif Bio plc. Motif BioSciences Inc. was incorporated in the US State of Delaware on December 2, 2003 and has its registered office at 251 Little Falls Drive, Wilmington, Delaware, 19808. On April 1, 2015, Motif BioSciences Inc. became a wholly owned subsidiary of the Company by way of a group reorganization by plan of merger. The principal place of business is 5 Independence Way, Suite 300, Princeton, NJ 08540, USA. The Company’s country of domicile is the U.K. The consolidated financial statements include the accounts of Motif Bio plc and its wholly owned subsidiary, Motif BioSciences Inc. (“the Group”). The financial statements were approved by the Board of Directors on April 15, 2019. Going concern As of December 31, 2018, the Group had $12.3 million in cash, of which $0.6 million was held by the parent organization Motif Bio plc (or the Company). The Group also had $15 million drawn under its loan facility with Hercules Capital Inc. (‘Hercules’) as of December 31, 2018. Net cash used in operating activities was $21.4 million for the year ended December 31, 2018. Net loss for the year ended December 31, 2018 was $14.0 million. The Group expects to incur losses for the next several years as it continues to advance its product candidate iclaprim through regulatory approval in the United States and Europe, while continuing to support ongoing business operations and commercial preparatory activities. The Group is unable to predict the extent of any future losses or when the Group will become profitable, if at all. In February 2019, the Group received a Complete Response Letter from the U.S. Food & Drug Administration notifying Motif that the New Drug Application for iclaprim could not be approved as submitted. The FDA has asked for additional data to assess the potential for liver toxicity and the Company has a confirmed a Type A meeting with the FDA on May 3, 2019 to discuss the concerns noted in the CRL. After receiving the CRL from the FDA, Motif entered into discussions, and amended its loan agreement with Hercules, making early repayments amounting to $7.5 million and extended an interest only payment period through to June 2019, as further described in Note 13 to the financial statements. Furthermore, in March 2019, Motif successfully raised $3.3 million in net proceeds from an equity offering. Following the aforementioned early debt repayment and receipt of the net proceeds from the equity raise, the Group’s cash resources are expected to be sufficient to fund the business through June 2019. The Group continues to evaluate the options for iclaprim and future funding through June 2019 and beyond when the formal minutes of its Type A meeting with FDA are expected to be published. Minutes are generally provided within 30 days of the meeting. The Group will require additional funds to meet all obligations and, assuming a viable route to approval, to resubmit the NDA and reach a new target decision date. There can be no certainty that the results from the Type A meeting will be positive, or that additional funding will be available to the Group and Company, and therefore the Group and Company may not be able to satisfy all obligations that may exist at the end of June 2019. At the date when these financial statements were approved, the Group’s believes that the matters identified by the FDA as communicated in its CRL are addressable and that routes to raise funds are available. To the extent that the Group and Company raise additional funds by issuing equity securities, its existing stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Group’s and Company’s ability to conduct business and achieve its objectives. If the Group and Company are unable to raise additional capital when required and/or on acceptable terms, the Group and Company may have to (i) significantly delay, scale back or discontinue the development and/or commercialisation of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products on unfavorable terms that the Group and Company would otherwise seek to develop or commercialize itself. As a result, these financial statements have been prepared under the assumption that the Group and Company will continue as a going concern. However, due to the Group’s and Company’s recurring and expected continuing operating losses, as well as significant outstanding payables and accrued expenses, the Directors have concluded there is a material uncertainty which may cast significant doubt on the Group’s and Company’s ability to continue as a going concern for at least one year from the date of issuance of these financial statements. The financial statements do not include any adjustments that might result from this uncertainty. Significant events Subsequent to December 31, 2018, the Group announced on February 14, 2019 the receipt of a Complete Response Letter (CRL) from the U.S. Food & Drug Administration (FDA) regarding the New Drug Application (NDA) for iclaprim for the treatment of acute bacterial skin and skin structure infections. The CRL states that the FDA cannot approve the NDA in its present form and indicates that additional data are needed to further evaluate the risk for liver toxicity before the NDA may be approved. The Group is evaluating and taking action on potential options to address the deficiencies. The Group is scheduled to meet with the FDA on May 3, 2019. On March 25, 2019, the Group placed 45,000,000 new ordinary shares at £0.06 per share and received $3.3 million of net proceeds. On May 17, 2018, the Group placed 32,258,064 new ordinary shares at £0.31 per share and received $12.7 million of net proceeds. On January 19, 2018, the Group filed a “universal” shelf registration statement on Form F-3 with the SEC, which was declared effective by the SEC on January 31, 2018. The shelf registration, which can remain effective for up to three years, will allow the Company to offer, issue and sell, in one or more offerings at any time (as long as the shelf registration statement remains effective), up to an aggregate of $80 million of ordinary shares, including ADSs, where each ADS represents 20 ordinary shares), preference shares, warrants, subscription rights, debt securities and a combination of such securities, separately or as units. The Group has not issued any securities under this shelf registration. On November 15, 2017, the Group entered into a credit agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the credit agreement, Hercules agreed to loan the Group up to $20.0 million in two tranches. The first tranche of $15.0 million was drawn down at closing. The milestones for the second tranche of $5.0 million were not achieved and that capital is no longer available to the Group. The terms include an initial interest-only period of 15 months; a 30-month capital and interest repayment period thereafter; an initial interest rate of 10% tied to a margin above the U.S. prime rate and customary security over all assets of the Group, except for intellectual property where there is a negative pledge. Under the Hercules Loan Agreement, the Group issued Hercules a warrant to purchase up to 73,452 of its American Depositary Shares (ADSs) at an exercise price of $9.53 per ADS, representing 3.5% warrant coverage of the total loan facility. Hercules also has the right, in its discretion, to participate in any subsequent financing, such as an equity offering, in an amount up to $1 million. Subsequent to December 31, 2018, the Group announced that it amended the Hercules Loan Agreement, effective February 17, 2019. Pursuant to the amendment, the Group made an early repayment of $7 million is required to make an additional repayment of $0.5 million on the earlier of 90 days May 18, 2019, or receipt of funds from an equity raise of $2 million or greater. The amendment provides for a three-month interest-only period on the remaining loan balance for the period from March 2019 to May 2019 and the waiver of any prepayment charges for the remaining term of the loan. On March 22, 2019, we entered into another amendment agreement that provided for one additional month of the interest only period for the month of June 2019. In addition, Hercules Capital, Inc. provided the Group a letter stating that the receipt and aging of invoices relating to a validation campaign of iclaprim mesylate from a third-party vendor are excluded from the determination of compliance with covenants under the Hercules Loan Agreement, as amended. On June 23, 2017, the Group placed 66,666,667 new ordinary shares at £0.30 per share and received $23.7 million of net proceeds. On November 18, 2016, the Group announced the pricing of the underwritten U.S. offering and European placement, which were concurrently conducted, of 71,633,248 ordinary shares, comprised of 22,863,428 ordinary shares plus 2,438,491 ADSs (representing 48,769,820 ordinary shares at a 20 to 1 ratio). The Group offered 48,769,820 ordinary shares in a U.S. firm commitment offering in the form of 2,438,491 ADSs, together with warrants to purchase 1,219,246 ADS Warrants. Each ADS represents 20 of the Group’s ordinary shares and was sold together with 0.5 of an ADS Warrant in a fixed combination. Each full ADS Warrant is exercisable for one ADS at an exercise price of $8.03 per ADS, exercisable from the date of issuance until five years thereafter. In Europe, the Group offered in a concurrent placement on a best efforts basis 22,863,428 ordinary shares, together with warrants to purchase 11,431,714 ordinary shares. Each ordinary share was sold together with 0.5 of an Ordinary Share Warrant in a fixed combination. Each full Ordinary Share Warrant is exercisable for one ordinary share at an exercise price of £0.32 ($0.40), exercisable from the date of issuance until five years thereafter. The offering price of the ADSs and ADS Warrants in the U.S. offering was $6.98 per ADS and ADS Warrant combination, and the offering price of the Group’s ordinary shares and Ordinary Share Warrants in the European placement was £0.28 ($0.35) per ordinary share and Ordinary Share Warrant combination. Net proceeds to the Group following the offering, after deducting underwriting discounts and commissions and offering expenses of approximately $3.5 million, were approximately $21.5 million. None of the underwriting discounts and commissions or other offering expenses were paid to directors or officers of the Group or their associates or to persons owning 10 percent or more of any class of the Group’s equity securities or to any affiliates of the Group. H.C. Wainwright & Co., LLC was the underwriter for the above described offering. On September 7, 2016, the Group amended and restated the convertible notes with Amphion Innovations plc and Amphion Innovations US Inc. to provide that any outstanding principal under the notes as of the maturity date will be paid to the holders on the maturity date, at the Group’s election, through the issuance of (i) a number of ordinary shares, based on the conversion price set forth in the notes, or (ii) a number of ADSs, which is equal to a number determined by dividing the number of ordinary shares the holder would otherwise be entitled to by the then applicable ADS to ordinary share ratio. The amended and restated convertible promissory notes also provide that except in the event of a default, no interest will accrue or be payable with respect to the amounts due under the notes. In consideration for its agreement to forego interest payments under its convertible promissory notes, the Group issued 409,000 ordinary shares to Amphion Innovations plc. The amended and restated notes also permit the Group or the holders to convert all or any portion of the outstanding principal under the notes into ordinary shares or ADSs (as determined by the Group) at any time prior to the maturity date. In December 2016, the Group issued 14,510,770 new ordinary shares following the conversion of convertible promissory notes by Amphion Innovations plc and Amphion Innovations US Inc. The notes totaled US $3.6 million and were converted in accordance with their terms at US $0.2447 per share. Group reorganization and initial public offering On February 18, 2015, the Company incorporated a Delaware subsidiary, Motif Acquisition Sub, Inc. On December 31, 2014 Motif BioSciences Inc., the Company, and Motif Acquisition Sub, Inc. entered into an agreement where, upon the Company’s admission to AIM of the London Stock Exchange on April 2, 2015, Motif Acquisition Sub, Inc. merged with and into Motif BioSciences Inc. and Motif BioSciences Inc. continued as the surviving entity and became a wholly-owned subsidiary of the Company. Prior to the merger, Motif BioSciences Inc. completed a reverse stock split in order to increase the share price of Motif BioSciences Inc. so that the share price was closer to the Company’s admission price. The former Motif BioSciences Inc. stockholders were issued 36,726,242 ordinary shares of the Company in a share-for-share exchange for their common stock in Motif BioSciences Inc. so that the former Motif BioSciences Inc. stockholders owned an equivalent number of ordinary shares in the Company as the number of shares of common stock that they had previously owned in Motif BioSciences Inc. All outstanding, unexercised, and vested stock options for shares of common stock in Motif BioSciences Inc. were converted into options for ordinary shares of the Company (Note 16). This was a common control transaction and therefore outside the scope of IFRS 3—“Business Combinations.” The transaction has therefore been accounted for as a group reorganization and the Group is presented as if the Company has always owned Motif BioSciences Inc. The comparatives presented in these financial statements therefore represent the results and capital structure of the Company. The reserve on consolidation represents the difference between the nominal value of the shares of the Company issued to the former stockholders of Motif BioSciences Inc. and the share capital and share premium of Motif BioSciences Inc. at the date of the transaction. As stated, the nominal value of the Company shares was used in the calculation of the reorganization reserve. On April 2, 2015, the Company was admitted to AIM and issued 14,186,140 ordinary shares at a price of £0.20 per share. On July 22, 2015, the Company completed a subsequent placing of 44,000,000 ordinary shares at a price of £0.50 per share. Acquisition of Nuprim Assets On April 1, 2015, Motif BioSciences Inc. acquired the assets owned by Nuprim Inc. (“Nuprim”), a Maryland corporation, related to iclaprim (the “Nuprim Assets”). Motif BioSciences Inc. issued 1,513,040 (post-reverse stock split) shares of common stock to the shareholders of Nuprim. that were held in escrow until the closing of the reorganization. These shares of common stock in Motif BioSciences Inc. were converted into ordinary shares of the Company upon the Company’s admission to AIM on April 2, 2015. Upon admission, 9,805,400 ordinary shares of the Company and 9,432,033 warrants were issued to the former Nuprim shareholders (Note 9). |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant accounting policies | |
Significant accounting policies | 2. Significant accounting policies a. Basis of preparation The accounting policies set out below have been applied consistently to all periods presented in this financial information. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as adopted by the European Union. This basis of preparation describes how the financial statements have been prepared in accordance with IFRS. The financial statements have been prepared under the historical cost convention. A summary of the more important Group accounting policies is set out below. The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. a. New and amended standards effective from January 1, 2018 IFRS 2, Share-based Payments (as amended) was adopted with an effective date of January 1, 2018. IFRS 2 related to the classification and measurement of share-based payment transactions. The amendments are intended to eliminate diversity in practice regarding (i) accounting for cash-settled share-based payment transactions that include a performance condition, (ii) share-based payments in which the manner of settlement is contingent on future events, (iii) share-based payments settled net of tax withholdings, and (iv) modification of share-based payment transactions from cash-settled to equity-settled. The adoption of this guidance did not have a material impact on the Group’s 2018 consolidated financial statements and any future impact would be primarily dependent on future modifications to share-base payment awards, if any. IFRS 9, Financial Instruments (as revised in 2014) was adopted with an effective date of January 1, 2018. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. The adoption of this guidance did not have an impact on the Group’s 2018 consolidated financial statements and any future impact would be primarily dependent on future financial instrument transactions, if any. IFRS 15, Revenue from Contracts with Customers was adopted with an effective date of January 1, 2018. IFRS 15 establishes a comprehensive guideline for determining when to recognize revenue and how much revenue to recognize. The Group currently has no revenues. However, all applicable revenues generated by the Group prospectively will be accounted for in accordance with IFRS 15, or, where applicable, other relevant guidance. On January 1, 2017, the Group adopted amendments to IAS 7, Disclosure Initiative. The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. The Group believes that the disclosures contained herein adequately satisfy this requirement. There are no other new standards and amendments that have been applied from January 1, 2018, which have had an impact on the Group’s financial statements. New standards and interpretations effective after 2018 Certain new accounting standards and interpretations have been published that are not mandatory for the reporting periods covered by these consolidated financial statements and have not been early adopted by the Group. The new standards potentially relevant to the Group are discussed below. IFRS 16, Leases — Effective date — January 1, 2019 — IFRS 16 will replace IAS 17. It will eliminate the distinction between classification of leases as finance or operating leases for lessees. As of the issuance date of this Annual Report, the adoption of IFRS 16 did not have a significant impact on the Group’s net results or net assets and any future impact would be primarily dependent on future leasing transactions, if any. Principles of consolidation Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances, and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. When the Group ceases to consolidate because of a loss of control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture, or financial asset. b. Segment reporting The chief operating decision-maker is considered to be the Board of Directors of Motif Bio plc. The chief operating decision-maker allocates resources and assesses performance of the business and other activities at the operating segment level. In addition, they review the IFRS consolidated financial statements. The chief operating decision-maker has determined that Motif has one operating segment to support its strategy for the development and commercialization of pharmaceutical formulations. The Group maintains a presence and has some activities in the U.K.; however, the finance and most other management functions take place in the U.S. c. Foreign currency translation (a) Functional and Presentation Currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in United States Dollars (US $), which is Motif Bio plc’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognized in comprehensive loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses are presented in the statement of comprehensive loss on a net basis within other income or other expenses. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognized in other comprehensive income. d. Research and development costs Expenditure on drug development activities is capitalized only if all of the following conditions are met: · it is probable that the asset will create future economic benefits; · the development costs can be measured reliably; · technical feasibility of completing the intangible asset can be demonstrated; · there is the intention to complete the asset and use or sell it; · there is the ability to use or sell the asset; and · adequate technical, financial, and other resources to complete the development and to use or sell the asset are available. These conditions are generally met when a filing is made for regulatory approval for commercial production. Otherwise, costs on research activities are recognized as an expense in the period in which they are incurred. At this time, the Group does not meet all conditions and therefore development costs are recorded as expense in the period in which the cost is incurred. The Group’s preclinical studies and clinical trials have been performed utilizing third-party contract research organizations (“CROs”) and other vendors. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, percentage of work completed to date and contract milestones achieved. The Group monitors patient enrollment levels and related activities to the extent possible through internal reviews, correspondence and status meetings and review of contractual terms. Estimates are dependent on the timeliness and accuracy of data provided by the CROs and other vendors. In this event, the Group could record adjustments to research and development expenses in future periods when the actual activity levels become known. e. Intangible assets Intangible assets acquired separately from a business are initially stated at cost, net of any amortization and any provision for impairment. Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not subject to amortization but is tested for impairment annually or more frequently whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. f. Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortization and are tested annually in the second half of each fiscal year for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. g. Financial instruments—initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. a) Financial assets, initial recognition and measurement All financial assets, such as receivables and deposits, are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. b) Financial liabilities, initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, and payables, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings and warrants classified as liabilities. c) Subsequent measurement The measurement of financial liabilities depends on their classification. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method if the time value of money is significant. h. Financial assets and liabilities Financial assets and financial liabilities are included in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Non-derivative financial instruments Cash and cash equivalents Cash and cash equivalents include bank balances, demand deposits, and other short-term, highly liquid investments (with less than three months to maturity) that are readily convertible into a known amount of cash and are subject to an insignificant risk of fluctuations in value. Financial liabilities and equity The Group classifies an instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. An instrument is classified as a financial liability when it is either (i) a contractual obligation to deliver cash or another financial asset to another entity; or (ii) a contract that will or may be settled in the Group’s own equity instruments and is a non-derivative for which the Group is, or may be, obliged to deliver a variable number of the Group’s own equity instruments or a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. An equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. An instrument is an equity instrument only if the issuer has an unconditional right to avoid settlement in cash or another financial asset. Trade payables and accrued liabilities Trade payables and accrued liabilities are obligations to pay for goods or services that have been acquired in the ordinary course of business from or rendered by suppliers. All are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and accrued liabilities are initially measured at fair value, and, where applicable, are subsequently measured at amortized cost, using the effective interest rate method. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received. Direct issuance costs are processed as a deduction on equity. Derivative financial instruments The Group does not have a policy of engaging in speculative transactions, nor does it issue or hold financial instruments for trading purposes. The Group has entered into various financing arrangements with its investors, including convertible loans. These convertible loans each include embedded financial derivative elements (being the right to acquire equity in the Group at a future date for a pre-determined price). Therefore, while the Group does not engage in speculative trading of derivative financial instruments, it may hold such instruments from time to time as part of its financing arrangements. The Group has also entered into financing arrangements that include the issuance of warrants. These warrants may be considered derivative financial instruments based on the terms of the agreements. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss is recognized in the consolidated statement of comprehensive loss, as the Group currently does not apply hedge accounting. Impairment of financial assets From January 1, 2018, the Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. An expected credit losses model replaces the incurred loss impairment model used in IAS 39. The accounting policy applied under IAS 39 in previous accounting periods is described below. The Group assessed at the end of each reporting period whether there was objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in the consolidated statement of comprehensive loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated statement of comprehensive loss. i. Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency, or bankruptcy of the Company or the counterparty. j. Share-based payment transactions The fair value of options and warrants granted to employees, directors, and consultants is recognized as an expense, with a corresponding increase in equity, over the period in which the option and warrant holders become unconditionally entitled to the options and warrants unless incremental and directly attributable to an equity transaction in which case it is deducted from equity. The fair value of the options and warrants granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted. k. Financial income and expenses Financial income comprises interest receivable on funds invested. Financial expenses comprise interest payable. Interest income and interest payable are recognized in the consolidated statement of comprehensive loss as they accrue, using the effective interest method. l. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognized in the consolidated statement of comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. m. Earnings per share The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit or loss attributable to shares of the Company by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares, which comprise share options and warrants granted to employees and non-employees. Refer to Note 8 for calculation of EPS for all periods presented. n. Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. o. Equity The Company classifies an instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. An instrument is classified as a financial liability when it is either (i) a contractual obligation to deliver cash or another financial asset to another entity; or (ii) a contract that will, or may be, settled in the Company’s own equity instruments and is a non-derivative for which the Company is, or may be, obliged to deliver a variable number of the Company’s own equity instruments or a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. An equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. An instrument is an equity instrument only if the issuer has an unconditional right to avoid settlement in cash or another financial asset. Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds p. Critical accounting estimates and judgments In preparing the financial information, the Directors make judgments on how to apply the Group’s accounting policies and make estimates about the future. The critical judgments that have been made in arriving at the amounts recognized in the financial information and the key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year, are discussed below: Acquisition and valuation of the iclaprim assets The directors, on assessing if the acquisition of the Nuprim iclaprim assets was of a business or of a group of assets, considered: · the identified elements of the acquired group; · the capability of the acquired group to produce outputs; and · the impact that any missing elements have on a market participant’s ability to produce outputs with the acquired group. As the acquired group was not accompanied by any associated processes and because the acquired assets do not have planned principal activities, or a plan to produce outputs, the Directors considered the acquisition to be of a group of assets, not a business. The Directors use their judgment to identify the separate intangible assets and then determine a fair value for each based upon the consideration paid, the nature of the asset, industry statistics, future potential, and other relevant factors. Asset acquisitions are measured based on their cost to the acquiring entity, which generally includes transaction costs. An asset’s acquisition cost or the consideration transferred by the acquiring entity is assumed to be equal to the fair value of the net assets acquired, unless contrary evidence exists. These fair values are tested for impairment annually. Research and development expenditures Research and development expenditures are currently not capitalized because the criteria for capitalization are not met. At each balance sheet date, the Group estimates the level of service performed by the vendors and the associated costs incurred for the services performed. Although the Group does not expect the estimates to be materially different from amounts actually incurred, the understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in reporting amounts that are too high or too low in any particular period. Share based payments and fair value of warrants The Directors have to make judgments when deciding on the variables to apply in arriving at an appropriate valuation of share based compensation and warrants, including appropriate factors for volatility, risk free interest rate, and applicable future performance conditions and exercise patterns. |
Financial risk management
Financial risk management | 12 Months Ended |
Dec. 31, 2018 | |
Financial risk management | |
Financial risk management | 3. Financial risk management This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance. a. Credit risk Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and if a counterparty will default on its contractual obligations resulting in financial loss to the Group. The credit risk on liquid funds is limited because cash balances are held with bank and financial institutions with credit-ratings assigned by international credit-rating agencies. All deposits are held with banks that have a minimum S&P rating of A or A-3 for short term deposits. At December 31, 2018, no current asset receivables were aged over three months. No receivables were impaired. b. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The principal risk to which the Group is exposed is liquidity risk. See discussion in Note 1 as it relates to the Group’s ability to continue as a going concern. The Group has financed its operations to date using cash raised through the issuance of debt and equity. The Directors acknowledge that uncertainty remains over the ability of the Group to have the resources to fully support advancing iclaprim through regulatory approval and commercialization in the United States and Europe. To fund these activities and maintain business operations, the Group will need additional funding which may come through public markets, private financing, and/or partnering opportunities. The Group is heavily dependent on the public markets both in the United States and United Kingdom. A downturn in the public markets, especially for biotech companies, may make it difficult for the Group to obtain sufficient funds on acceptable terms. A delay obtaining additional funding could have a negative impact on the Group’s prospects for the commercialization of iclaprim. In the event that the Group does not have adequate capital to maintain or develop its business, additional capital may not be available to the Group on a timely basis, on favorable terms, or at all, which could have a material negative impact on the Group’s business and results of operations. Contractual maturities of financial liabilities: Between 1 Between 2 (in thousands) < 1 year and 2 years and 5 years Over 5 years At December 31, 2018 US $ US $ US $ US $ Total Trade payables and accrued liabilities 7,207 — — — 7,207 Derivative liabilities — — 5,789 — 5,789 Term Loan and other non-current (Note 13) 4,655 5,642 5,133 — 15,430 11,862 5,642 10,922 — 28,426 Between 1 Between 2 (in thousands) < 1 year and 2 years and 5 years Over 5 years At December 31, 2017 US $ US $ US $ US $ Total Trade payables and accrued liabilities 10,890 — — — 10,890 Payable on completion of clinical trial 500 — — — 500 Derivative liabilities — — 12,626 — 12,626 Term Loan and other non-current (Note 13) — 4,700 10,730 — 15,430 11,390 4,700 23,356 — 39,446 c. Market risk Foreign currency risk The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed by minimizing the balance of foreign currencies to cover expected cash flows during periods where there is strengthening in the value of the foreign currency. The Group holds part of its cash resources in US dollars and British pounds sterling. The valuation of the cash fluctuates along with the US dollar/sterling exchange rate. No hedging of this risk is undertaken. The carrying amounts of foreign currency denominated monetary net assets at the reporting date are as follows: December 31, 2018 December 31, 2017 (in thousands) US $ US $ Sterling - Cash 491 462 The exchange rate between British Pound and the United States Dollar at December 31, 2018 and 2017 was 1.28 and 1.35, respectively. At December 31, 2018, a change in foreign currency exchange rates is not expected to have a significant impact on the profit or losses of the Group. Interest rate risk The Group’s exposure to interest rate risk is limited to interest earned on the cash and cash equivalent balance of $12.3 million and its financing exposures on the Hercules loan, which had an initial interest rate of 10% tied to a margin above the U.S. prime rate. The interest rate at December 31, 2018 was 11%. A change in interest rates is not expected to have a significant impact on the profit or losses of the Group. d. Capital risk management The Directors define capital as the total equity of the Group. The Directors’ objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure to reduce the cost of capital. In order to maintain an optimal capital structure, the Directors may adjust the amount of dividends paid to shareholders, return capital to shareholders and issue new shares to reduce debt. |
Other income and expense items
Other income and expense items | 12 Months Ended |
Dec. 31, 2018 | |
Other income and expense items | |
Other income and expense items | 4. Other income and expense items This note provides a breakdown of the items included in other income, finance income, and costs and an analysis of expenses by nature for the years ended December 31, 2018, 2017 and 2016. a. Other income Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ Gains on settlement of contract disputes — — 83 The gain on settlement of contract disputes for the year ended December 31, 2016 relates to a write off of a payable due to a consultant as a result of a settlement with him. This amount was written off in a settlement agreement. b. Breakdown of expenses by nature Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ General and administrative expenses Employee compensation, benefits and share-based payments 3,062 2,779 1,445 Director, legal and professional fees 2,405 3,491 2,496 Investor and public relations advisory fees 1,180 1,283 648 Other expenses 988 989 323 7,635 8,542 4,912 (in thousands) Research and development costs Employee benefits expenses, including share-based payments 1,153 1,469 678 Contract research organization expenses — 22,066 30,446 Chemistry and manufacturing development and other non-clinical development 3,444 2,933 2,146 Other research and development costs (1) 6,391 3,007 1,525 10,988 29,475 34,795 (1) Other research and development costs incurred during 2018 were primarily comprised of regulatory and related preparatory activities for the iclaprim product candidate. (in thousands) 2018 2017 2016 Auditors’ Remuneration US $ US $ US $ Audit Fees 435 526 871 Audit-Related Fees — — — Tax Fees — — — Other Fees 2 — — Total 437 526 871 c. Finance income and costs Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ Finance income Interest from financial assets 113 134 70 113 134 70 (in thousands) Finance costs Interest expense (1,585) (200) (383) Accretion of end of term payment (174) (22) — Amortization of deferred financing costs (401) (53) — (2,160) (275) (383) Net finance costs (2,047) (141) (313) |
Employee numbers and costs
Employee numbers and costs | 12 Months Ended |
Dec. 31, 2018 | |
Employee numbers and costs | |
Employee numbers and costs | 5. Employee numbers and costs The monthly average number of persons employed by the Group (including Executive Directors but excluding Non-executive Directors) and key management personnel during the year, analyzed by category, was as follows: Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 Executive Directors 2 1 2 Key management personnel 5 7 4 Total 7 8 6 The aggregate payroll costs of Executive Directors and key management personnel were as follows: Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 (in thousands) US $ US $ US $ Short term benefits: Wages and salaries 3,040 2,288 1,528 Social security and other employer costs 234 252 67 Share based payments (1) 941 1,120 120 4,215 3,660 1,715 (1) The total share based payments does not reflect the out-of-period adjustment recorded in 2017 (Note 15). |
Directors' remuneration
Directors' remuneration | 12 Months Ended |
Dec. 31, 2018 | |
Directors' remuneration | |
Directors' remuneration | 6. Directors’ remuneration Salaries Social 2018 2017 2016 and fees Bonuses Security Total Total Total US $ US $ US $ US $ (2) US $ US $ Executive Graham Lumsden (1)(7) 446,250 264,000 16,389 726,639 567,999 488,510 Jonathan Gold (2) 612,500 250,000 19,017 881,517 194,004 114,094 Non-executive Robert Bertoldi (3)(7) 125,000 — 9,563 134,563 134,563 137,783 Richard Morgan (4) 113,500 — — 113,500 113,500 177,725 Charlotta Ginman (5) 69,680 — — 69,680 67,279 57,475 Zaki Hosny 62,500 — — 62,500 63,000 57,475 Mary Lake Polan 60,000 — — 60,000 60,000 54,094 John Stakes (6) — — — — — 30,869 Bruce Williams (4) 64,000 — — 64,000 64,000 54,094 Craig T. Albanese 57,500 — — 57,500 38,333 — Total 1,610,930 514,000 44,969 2,169,899 1,302,678 1,172,119 (1) Dr. Lumsden’s incentive bonus listed above includes the receipt of $50,000 in 2018 for achieving the operational milestones related to a supplemental bonus granted in the previous year. (2) The compensation listed above is for Mr. Gold’s services as Chief Financial Officer and Executive Director. Mr. Gold assumed the executive role of Chief Financial Officer on February 2, 2017. (3) Effective July 16, 2018, Mr. Bertoldi resigned from the Board of Directors. Mr. Bertoldi continued to provide consultancy services under the terms of the consultancy agreement with Amphion Innovation plc until December 31, 2018. The compensation listed above represents consideration paid to Mr. Bertoldi during the entire year. (4) Effective March 18, 2019, Richard Morgan resigned from the Board of Directors. In addition, Bruce Williams was appointed interim Chairman. (5) Ms. Ginman’s compensation for 2018 was £52,195 or US$69,680 based on an average exchange rate of 1.335 for the period. (6) Mr. Stakes resigned from the Board of Directors effective July 1, 2016. (7) The compensation for Dr. Lumsden, Mr. Gold and Mr. Bertoldi exclude $8,100, $8,100 and $3,750 in employer provided 401k pension during 2018. The Directors’ remuneration included in the table above represents the amount paid and/or awarded to each director during the years ending December 31, 2018, 2017 and 2016. The highest paid director’s aggregate emolument was $881,517 for the year ending December 31, 2018. No director exercised share options during the year ending December 31, 2018. Directors of the Company have been awarded rights to subscribe for shares in the Group as set out below. Exercise January 1, December 31, price Grant Expiry 2018 Granted 2018 US $ date date Richard Morgan 73,215 — 73,215 $ 0.70 Jan 1, 2010 Jan 1, 2020 6,179 — 6,179 $ 0.70 Jan 1, 2011 Jan 1, 2021 502,950 — 502,950 0.14 Dec 4, 2014 Dec 4, 2024 582,344 — 582,344 Craig T. Albanese 100,000 — 100,000 $ 0.44 May 4, 2017 May 4, 2027 100,000 — 100,000 Robert Bertoldi 53,887 — 53,887 $ 0.70 Jan 1, 2010 Jan 1, 2020 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 305,362 — 305,362 Charlotta Ginman 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 251,475 — 251,475 Jonathan Gold 73,502 — 73,502 $ 0.70 Jan 1, 2010 Jan 1, 2020 5,964 — 5,964 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 — 1,000,000 1,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 330,941 1,000,000 1,330,941 Zaki Hosny 53,888 — 53,888 $ 0.70 Jun 18, 2009 Jun 18, 2019 14,370 — 14,370 $ 0.70 Jan 1, 2010 Jan 1, 2020 2,587 — 2,587 $ 0.70 Jan 1, 2011 Jan 1, 2021 107,774 — 107,774 $ 0.14 Jan 30, 2013 Jan 30, 2023 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 430,094 — 430,094 Graham Lumsden 574,800 — 574,800 $ 0.14 May 25, 2013 May 25, 2023 2,874,000 — 2,874,000 $ 0.14 Dec 4, 2014 Dec 4, 2024 1,000,000 — 1,000,000 $ 0.33 Feb 7, 2017 Feb 7, 2027 700,000 — 700,000 $ 0.33 Feb 7, 2017 Feb 7, 2027 — 2,000,000 2,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 — 1,000,000 1,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 5,148,800 3,000,000 8,148,800 Mary Lake Polan 67,036 — 67,036 $ 0.70 Jan 1, 2010 Jan 1, 2020 5,461 — 5,461 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,474 — 251,474 $ 0.14 Dec 4, 2014 Dec 4, 2024 323,971 — 323,971 Bruce Williams 67,252 — 67,252 $ 0.70 Jan 1, 2010 Jan 1, 2020 28,740 — 28,740 $ 0.70 Jan 16, 2010 Jan 16, 2020 71,850 — 71,850 $ 0.70 Nov 15, 2010 Jan 16, 2020 2,802 — 2,802 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,474 — 251,474 $ 0.14 Dec 4, 2014 Dec 4, 2024 422,118 — 422,118 |
Income tax expense
Income tax expense | 12 Months Ended |
Dec. 31, 2018 | |
Income tax expense | |
Income tax expense | 7. Income tax expense Recognized in the consolidated statement of comprehensive loss: Year ended Year ended Year ended (in thousands) Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 Current tax expense US $ US $ US $ U.K. corporation taxes — — — Overseas taxes 9 22 — 9 22 — The main rate of U.K. corporation tax was reduced from 21% to 19% from April 1, 2015 and has been reflected in these consolidated financial statements. The tax expense recognized for the years ended December 31, 2018, 2017 and 2016 is lower than the standard rate of corporation tax in the U.K. of 19%. The differences are reconciled below: (in thousands) 2018 2017 2016 Reconciliation of effective tax rate: US $ US $ US $ Loss on ordinary activities before taxation (13,976) (44,788) (40,324) U.K. Corporation tax at 19% 921 (1,571) (450) Overseas tax at higher rate (3,953) (7,669) (12,955) Effects of: Unrecognized losses (3,032) (9,240) (13,405) Other adjustments-overseas taxes 9 22 — Total tax charge 9 22 — There is an unrecognized cumulative net deferred tax asset of US$1.3 million. The net deferred tax asset relates to deferred tax on $4.8 million of a gain generated in the United Kingdom during the year ended December 31, 2018 offset by deferred tax on $12.2 million of cumulating historical losses. The Group has $115.4 million of cumulative net operating losses (“NOLs”) generated in the United States as of December 31, 2018. NOLs are subject to review and possible adjustment by taxing authorities in the United States and may become subject to an annual limitation, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2018 | |
Loss per share | |
Loss per share | 8. Loss per share Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of shares in issue during the year. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially diluted share of common stock that were outstanding during the periods presented. The treasury stock method is used in the calculation of diluted EPS for potentially dilutive liability classified options and warrants, which assumes that any proceeds received from the exercise of in-the-money options and warrants, would be used to purchase common shares at the average market prices for the period. Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 (in thousands, except share and per share data) US $ US $ US $ Basic Net loss (13,985) (44,810) (40,324) Basic weighted average shares in issue 284,530,534 231,530,091 116,558,191 Basic loss per share (0.05) (0.19) (0.35) Diluted Net loss (13,985) (44,810) (40,324) Effect of dilutive securities: liability-classified warrants (6,654) — — Diluted net loss (20,639) (44,810) (40,324) Weighted average shares in issue - basic 284,530,534 231,530,091 116,558,191 Incremental dilutive shares from liability-classified warrants (treasury stock method) 2,601,154 — — Weighted average shares in issue - diluted 287,131,688 231,530,091 116,558,191 Diluted net loss (0.07) (0.19) (0.35) The following potentially dilutive securities outstanding at December 31, 2018, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive. 2018 2017 2016 Warrants 12,878,944 49,399,947 5,726,364 Share options 18,387,038 17,065,534 6,810,357 31,265,982 66,465,481 12,536,721 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets | |
Intangible assets | 9. Intangible assets (in thousands) As of December 31, 2016 Cost 6,196 Accumulated amortization and impairment — Net book amount at December 31, 2016 6,196 Additions — Amortization charge — Net book amount at December 31, 2017 6,196 As of December 31, 2017 Cost 6,196 Accumulated amortization and impairment — Net book amount at December 31, 2017 6,196 Additions — Amortization charge — Net book amount at December 31, 2018 6,196 The fair value of the assets acquired under the merger arrangement represent the aggregate estimated value of: · 11,318,439 ordinary shares in Motif Bio plc at the placing price of £0.20 per share; · 9,432,033 warrants at the placing price of £0.20 per ordinary share; and · a milestone payment of US $0.5 million paid by Motif BioSciences Inc. to Acino Pharma AG in 2018 upon completion of the first Phase III trial. The value of the warrants has been estimated using the Black Scholes option pricing model with appropriate factors for volatility and risk-free interest rate. The Directors considered the separable value of the active pharmaceutical ingredients and determined it did not constitute a material component of the fair value of the assets acquired. No discount was applied to the expected milestone payment of US $0.5 million as the liability was settled in full in 2018. Details of the purchase consideration and amounts attributed to net assets acquired are as follows: (in thousands) US $ Purchase consideration: Ordinary shares in Motif Bio plc 3,356 Warrants to subscribe for ordinary shares in Motif Bio plc 2,340 Total purchase consideration 5,696 Iclaprim assets 6,196 Milestone payment (500) Net assets acquired 5,696 As the IPR&D asset is not yet available for commercial use, no amortization has been charged to date. The Group performs an impairment test over the indefinite lived asset on an annual basis or when a triggering event has occurred. The Group conducted its annual impairment test for iclaprim as of December 31, 2018. In performing the test, the Group developed a discounted cash flow model, which utilized assumptions including, but not limited to, probability of success, market size and related growth assumptions, market share and related growth assumptions, expected period of treatment, pricing, patent life, operating costs, and a discount rate reflective of market conditions and Company specific risk. The aforementioned discounted cash flow model and related assumptions took into account the conditions that existed as December 31, 2018 including inquiries and data requests that had been received from the U.S. Food & Drug Administration (“FDA”) as a part of the normal submission process related to the New Drug Application (“NDA”) for iclaprim.The Group’s indefinite lived intangible asset passed the impairment test as the net present value of cash flows was in excess of the carrying value as of December 31, 2018, and therefore, there was no impairment to the indefinite lived intangible asset. In order to evaluate the sensitivity of its fair value calculations on the impairment test, the Company compared the carrying value of the asset to the fair value. As of December 31, 2018, the fair value of the indefinite lived intangible asset exceeded the carrying value with sufficient headroom. Subsequent to December 31, 2018, the Group announced on February 14, 2019 the receipt of a Complete Response Letter (CRL) from the FDA regarding the NDA for iclaprim for the treatment of acute bacterial skin and skin structure infections. The CRL states that the FDA cannot approve the NDA in its present form and indicates that additional data is needed to further evaluate the risk for liver toxicity before the NDA may be approved. The Group is evaluating and taking action on potential options to address the deficiencies and is scheduled to meet with the FDA on May 3, 2019. The Group evaluated these subsequent events and determined that they were non-adjusting to the statement of financial position as they were not knowable or expected as of December 31, 2018. While Management believes the assumptions used in their impairment assessment are reasonable and there continues to have sufficient headroom even after taking into considerations the subsequent events identified, if the Group is unable to execute its strategies regarding the remediation effort or the ability to finance, it may be necessary to record an impairment charge in the future. |
Prepaid expenses and other rece
Prepaid expenses and other receivables | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid expenses and other receivables | |
Prepaid expenses and other receivables | 10. Prepaid expenses and other receivables (in thousands) Dec 31, 2018 Dec 31, 2017 Amounts due within one year US $ US $ Prepayments and other receivables 231 318 231 318 The maximum exposure to credit risk at the end of each reporting period is the fair value of each class of receivables set out above. The Group held no collateral as security. The Directors estimate that the carrying value of receivables approximated their fair value. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents | |
Cash and cash equivalents | 11. Cash and cash equivalents Dec 31, 2018 Dec 31, 2017 (in thousands) US $ US $ Cash and cash equivalents at bank 12,279 22,651 12,279 22,651 |
Trade payables and accrued liab
Trade payables and accrued liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Trade payables and accrued liabilities | |
Trade payables and accrued liabilities | 12. Trade payables and accrued liabilities (in thousands) Dec 31, 2018 Dec 31, 2017 Amounts due within one year US $ US $ Trade payables (1) 3,169 6,464 Accrued expenses — Contract research organization 74 1,294 Accrued expenses — Other (2) 3,964 3,008 Other payable — 124 7,207 10,890 (1) Trade payables include $2.3 million and $5.7 million billed by the Group’s contract research organization at December 31, 2018 and 2017, respectively. (2) Accrued expenses – Other include $2.4 million and $1.3 million in obligations for the manufacturing of the active pharmaceutical ingredient for iclaprim at December 31, 2018 and 2017, respectively. The Directors estimate that the carrying value of trade and other payables approximated their fair value. The amounts due to the Group’s contract research organization and third party contract manufacturers are due in 2019. |
Interest bearing loans and borr
Interest bearing loans and borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Interest bearing loans and borrowings | |
Interest bearing loans and borrowings | 13. Interest bearing loans and borrowings Dec 31, 2018 Dec 31, 2017 (in thousands) US $ US $ Term loan, non-current 10,345 15,000 Unamortized deferred financing costs (214) (943) Net non-current 10,131 14,057 Term loan, current portion 4,655 — Unamortized deferred financing costs (328) — Net current portion 4,327 — On November 15, 2017, the Group entered into a credit agreement (the “Hercules Loan Agreement”) for up to $20 million in debt financing with Hercules Capital, Inc. (“Hercules”). Pursuant to the credit agreement, Hercules agreed to loan the Group $20.0 million in two tranches. The first tranche of $15.0 million was drawn down at closing. The milestones for the second tranche of $5.0 million were not achieved and that capital is no longer available to the Group. The terms include an initial interest-only period of 15 months; a 30-month capital and interest repayment period thereafter; an interest rate tied to a margin above the US prime rate, currently 11% as of December 31, 2018, and customary security over all assets of the Group, except for intellectual property where there is a negative pledge. The Group is subject to customary covenants, including a restriction on the amount of the Group’s cash resources that can be held outside the United States to $0.8 million. Under the credit agreement, the Group issued Hercules warrants to purchase up to 73,452 of its ADS (each representing 20 ordinary shares) at an exercise price of US$9.53 per ADS, representing 3.5% warrant coverage of the total loan facility. Hercules also has the right, in its discretion, to participate in any subsequent financing, such as an equity offering, in an amount up to US$1 million. In connection with the Hercules Loan Agreement closing, the Group incurred US$0.5 million in fees and issued warrants with a fair value of approximately US$0.4 million. Both items are classified as a direct reduction from the Hercules Loan Agreement balance and will be amortized over the life of the Loan using the effective interest rate method. The Group is also subject to an end of term charge equal to 2.15% of the total loan capacity, or US$0.4 million. The end of term charge is payable upon loan maturity or the date that the Group prepays the outstanding loan balance. For the year ended December 31, 2018, the Group recognized total interest expense of US$2.2 million, comprised of interest expense of US$1.6 million, accretion expense related to the end-of-term payment of US$0.2 million and amortization expense related to the deferred financing costs of US$0.4 million. The Group believes and represents that it is in compliance with covenant requirements as of December 31, 2018 and as of the date that these financial statements are issued. Subsequent to December 31, 2018, the Group announced that it amended the Hercules Loan Agreement, effective February 17, 2019. Pursuant to the amendment, the Group made an early repayment of $7 million and an additional repayment of $0.5 million on the earlier of 90 days (May 18, 2019), or receipt of funds from an equity raise of $2 million or greater. The additional repayment was remitted on April 1, 2019. The amendment provides for a three-month interest-only period on the remaining loan balance for the period from March 2019 to May 2019 and the waiver of any prepayment charges for the remaining term of the loan. On March 22, 2019, we entered into another amendment agreement that provided for one additional month of the interest only period for the month of June 2019. In addition, Hercules Capital, Inc. provided the Group a letter stating that the receipt and aging of invoices relating to a validation campaign of iclaprim mesylate from a third-party vendor are excluded from the determination of compliance with covenants under the Hercules Loan Agreement, as amended. The financial data included in the above table does not include the effect of these amendments. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants | |
Warrants | 14. Warrants Warrant activity The Group has issued warrants for services performed and in conjunction with various equity financings. The Group’s warrants represent ordinary shares or ADS and have either a Pounds Sterling or US Dollar exercise price. The ADS warrants are exercisable to purchase ADS’s, which each represent 20 ordinary shares. Depending on the terms of the warrant agreements, the ordinary share or ADS warrants are classified as either equity or a liability. Liability classified warrants are remeasured each reporting period, with changes in fair value recorded in the statements of comprehensive loss. The following is a summary of the Group’s warrant activity during the year ended December 31, 2018: Weighted Average Number of Warrants Exercise Price Ordinary shares ADS Ordinary shares ADS Outstanding as of January 1, 2018 22,672,867 1,336,354 £ 0.272 $ 8.08 Granted — — — $ — Exercised (757,315) — £ 0.246 $ — Outstanding as of December 31, 2018 21,915,552 1,336,354 £ 0.273 $ 8.08 The Group’s warrants outstanding and exercisable as of December 31, 2018 were as follows: Type of Warrant Outstanding Number Outstanding and Exercisable Exercise Price Expiration Date Ordinary shares (1) 1,367,089 GBP £ 0.20 April 2, 2020 Ordinary shares (1) 1,082,384 GBP £ 0.50 July 21, 2020 Ordinary shares (2) 10,505,648 GBP £ 0.322 November 23, 2021 ADS (2) (3) 1,202,902 US $ 8.03 November 23, 2021 Ordinary shares (1) 8,960,431 GBP £ 0.20 April 2, 2025 ADS (2) (3) (4) 10,000 US $ 7.26 July 31, 2022 ADS (2) 73,452 US $ 9.53 November 14, 2022 (1) Warrants totaling 11,881,506 of ordinary shares are equity classified. (2) Warrants totaling 10,505,648 of ordinary shares and 1,336,354 of ADS are liability classified. (3) Each ADS represents 20 ordinary shares. (4) Warrant provides for purchase up to 60,000 ADSs, of which 10,000 ADSs were vested and exercisable as of December 31, 2018. Liability classified warrants ADS warrants On November 23, 2016, the Group closed an initial U.S. offering of 2,438,491 ADS and 1,219,246 ADS warrants at a price of US $6.98 per ADS/Warrant combination. Each ADS represents 20 ordinary shares. The warrants have an exercise price of US $8.03 per ADS and expire on November 23, 2021. In the event the Group fails to maintain the effectiveness of its Registration Statement and a Restrictive Legend Event has occurred, the warrant shall only be exercisable on a cashless basis. This would result in variability in the number of shares issued and therefore, the warrants were designated as a financial liability carried at fair value through profit and loss. On issuance of the ADS warrants, the Group recorded a derivative liability of US $3.8 million using the Black-Scholes model. The Group develops its own assumptions for use in the Black-Scholes option pricing model that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Group’s common stock, stock price volatility of comparable companies, the contractual term of the warrants, risk free interest rates and dividend yields. The Group has a limited trading history in its common stock, therefore, expected volatility is based on that of reasonably similar publicly traded companies. Due to the nature of these inputs, the valuation of the warrants is considered Level 1 and 2 measurements. On August 1, 2017, the Group issued to a third party a warrant to purchase up to 60,000 ADSs at an exercise price of $7.26 per ADS. The warrant vests 5,000 ADS at issuance, with the remaining 55,000 ADS vesting upon satisfaction of various performance conditions related to the Group’s stock price and trading volumes. A total of 10,000 ADSs were vested as of December 31, 2018. Once vested, the warrant may be exercised on a cashless basis, and expires on July 31, 2022. Exercising on a cashless basis would result in variability in the number of shares issued and therefore, the warrants were designated as a financial liability carried at fair value through profit and loss. On issuance of the ADS warrants, the Group recorded a derivative liability of US $0.1 million using the Black-Scholes model. At issuance, the following assumptions were used in the Black-Scholes model. August 1, 2017 Share price (US $) 7.26 Exercise price (US $) 7.26 Expected volatility 70 % Number of periods to exercise 5.0 Risk-free rate 1.80 % Expected dividends — On November 14, 2017, in conjunction with the Hercules Loan Agreement, the Group issued Hercules a warrant to purchase up to 73,452 ADSs at an exercise price of $9.53 per ADS, representing 3.5% warrant coverage of the total loan facility. The warrant may be exercised on a cashless basis, and is immediately exercisable through November 14, 2022. Exercising on a cashless basis would result in variability in the number of shares issued and therefore, the warrants were designated as a financial liability carried at fair value through profit an d loss. On issuance of the ADS warrants, the Group recorded a derivative liability of US $0.4 million using the Black-Scholes model. At issuance, the following assumptions were used in the Black-Scholes model. November 14, 2017 Share price (US $) 9.53 Exercise price (US $) 9.53 Expected volatility 72 % Number of periods to exercise 5.0 Risk-free rate 2.06 % Expected dividends — At December 31, 2018 and 2017, the liability classified ADS warrants had a fair value of US $3.8 million and $8.9 million using the following weighted-average assumptions in the Black-Scholes model: December 31, December 31, 2018 2017 Share price (US $) 6.59 10.81 Exercise price (US $) 8.08 8.08 Expected volatility 75 % 76 % Number of periods to exercise 2.98 3.97 Risk-free rate 2.46 % 2.10 % Expected dividends — — Ordinary warrants On November 23, 2016 the Group placed 22,863,428 ordinary shares together with 11,431,714 warrants over ordinary shares at a price of £0.28 per share/warrant combination. The warrants have an exercise price of £0.322 per warrant and expire on November 23, 2021. In the event that the Group fails to maintain the effectiveness of the Registration Statement, the warrant shall only be exercisable on a cashless basis. This would result in variability in the number of shares issued and therefore, the warrants were designated as a financial liability carried at fair value through profit and loss. On issuance of the warrants, the Group recorded a derivative liability of US $1.8 million using the Black-Scholes model. At December 31, 2018 and 2017, the liability classified ordinary warrants had a fair value of US $2.0 million and $3.7 million using the Black-Scholes model and the following assumptions: December 31, December 31, 2018 2017 Share price (GBP) 0.31 0.41 Exercise price (GBP) 0.322 0.322 Expected volatility 74 % 76 % Number of periods to exercise 2.90 3.90 Risk free rate 2.46 % 2.09 % Expected dividends — — The following is a summary of the Group’s liability classified warrant activity, including both ADS and Ordinary warrants, during the years ended December 31, 2018 and 2017: (in thousands) Fair value Liability classified warrants US$ Balance at January 1, 2017 5,798 Issued during the year 529 Exercised during the year (285) Impact of foreign exchange 192 Loss from revaluation of derivative liabilities 6,392 Balance at December 31, 2017 12,626 Issued during the year — Exercised during the year (84) Impact of foreign exchange (99) Gain from revaluation of derivative liabilities (6,654) Balance at December 31, 2018 5,789 |
Share based payments
Share based payments | 12 Months Ended |
Dec. 31, 2018 | |
Share based payments | |
Share based payments | 15. Share based payments Motif BioSciences Inc. issued options and warrants to employees, directors, consultants, and note holders. As part of the merger between Motif Acquisition Sub, Inc. and Motif BioSciences Inc., described in Note 1, each outstanding share option granted by Motif BioSciences Inc. was assumed and converted by Motif Bio plc into options to subscribe for ordinary shares in Motif Bio plc. The number of share options and the exercise prices have been adjusted to reflect the reverse stock split in the capital of Motif BioSciences Inc. on March 13, 2015. On December 4, 2014, Motif BioSciences Inc. adopted a Share Option Plan (the “Plan”) under which options can be granted to employees, consultants, and directors. The share price used for the Plan prior to being traded on AIM was based on management’s assessment of the valuation of the Group given the net assets and future potential of the Group at the time of granting. Motif Bio plc adopted a Share Option Plan (the “New Plan”) on April 1, 2015. The New Plan replaces Motif BioSciences Inc.’s previous share plan. There were no changes to the fair value of share options granted under the Plan with the only change being to grant the holders shares in Motif Bio plc rather than Motif BioSciences Inc. upon exercising options. The exercise price for each option will be established at the discretion of the Board provided that the exercise price for each option shall not be less than the nominal value of the relevant shares if the options are to be satisfied by a new issue of shares by the Company and provided that the exercise price per share for an option shall not be less than the fair market value of a share on the effective date of grant of the option. Options will be exercisable at such times or upon such events and subject to such terms, conditions and restrictions as determined by the Board on grant date. However, no option shall be exercisable after the expiration of ten years after the effective date of grant of the option. Weighted average Number of exercise price share options US $ Outstanding at January 1, 2017 15,563,182 0.37 Granted during the year 5,800,000 0.33 Forfeited during the year (4,153,948) 0.53 Exercised during the year (143,700) 0.14 Expired during the year — — Outstanding at December 31, 2017 17,065,534 0.32 Granted during the year 5,050,000 0.49 Forfeited during the year (2,656,116) 0.34 Cancelled during the year (946,644) 0.56 Exercised during the year (125,736) 0.14 Outstanding at December 31, 2018 18,387,038 0.34 Exercisable at December 31, 2018 12,360,958 0.30 The range of exercise prices of the options at December 31, 2018 was US $0.14 - $0.91. The weighted average remaining contractual term of options outstanding at December 31, 2018 and 2017 was 6.7 years and 7.0 years, respectively. The weighted average remaining contractual term of options exercisable at December 31, 2018 was 5.9 years. The fair value of options granted have been valued using the Black Scholes option pricing model. The weighted-average fair value of options granted during the year ended December 31, 2018 was $0.40 per option. Volatility is based on reported data from selected reasonably similar publicly traded companies for which the historical information is available. The Group does not have sufficient history to estimate the volatility of its share price. The weighted-average assumptions for option grants were as follows: Year ended Dec 31, 2018 Share price (US $) 0.49 Exercise price (US $) 0.49 Expected volatility 77.34 % Term 10 years Risk free rate 2.87 % Expected dividends — The total expense recognized for the years arising from stock-based payments are as follows: Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ General and administrative expense 750 1,143 513 Research and development expense 191 565 — Total share-based payment expense 941 1,708 513 During the preparation of the interim financial statements for the six months ended June 30, 2017, the Group identified and corrected a prior period error whereby stock based compensation expense was understated $1.2 million. The Group assessed the materiality of the out-of-period adjustments on all impacted periods and determined that they were not material to any of the period. The Group concluded that the cumulative adjustment to correct the error should be recorded in the year ended December 31, 2017.The out-of-period correction increased General and Administrative expense by $0.8 million and Research and Development expense by $0.4 million for the year ended December 31, 2017. None of these adjustments had an impact on the cash resources of the Group. |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2018 | |
Share capital | |
Share capital | 16. Share capital Allotted, called up and fully paid: Number US $ (in thousands, except share data) In issue at December 31, 2016 195,741,528 2,728 Issued: Ordinary shares of 1p each 143,700 2 Ordinary shares of 1p each 326,880 4 Ordinary shares of 1p each 66,666,667 847 Ordinary shares of 1p each 250,000 3 Ordinary shares of 1p each 390,353 5 In issue at December 31, 2017 263,519,128 3,589 Issued: Ordinary shares of 1p each 757,315 9 Ordinary shares of 1p each 32,258,064 433 Ordinary shares of 1p each 125,736 1 In issue at December 31, 2018 296,660,243 4,032 In January 2017, 143,700 ordinary shares were issued upon the exercise of options. In May 2017, 326,880 ordinary shares were issued upon the exercise of warrants. In June 2017, Motif Bio plc issued 66,666,667 ordinary shares at a price of £0.30 per share. In July 2017, 250,000 ordinary shares were issued upon the exercise of warrants. In November 2017, a total of 390,353 ordinary shares were issued upon the exercise of warrants. During January through June of 2018, 757,315 ordinary shares were issued upon the exercise of warrants. On May 17, 2018, the Group placed 32,258,064 new ordinary shares at £0.31 per share and received US$12.7 million of net proceeds. In June 2018, 125,736 ordinary shares were issued upon the exercise of a stock option. Share premium represents the excess over nominal value of the fair value consideration received for equity shares net of expenses of the share issue. Retained deficit represents accumulated losses. The group re-organization reserve arose when Motif Bio plc became the parent of the Group. The transaction, falling as it does outside the scope of IFRS 3, has been accounted for as a group re-organization and not a business combination. The re-organization reserve can be derived by calculating the difference between the nominal value of the shares in Motif Bio plc issued to the former shareholders in Motif BioSciences Inc. and the share capital and share premium of Motif BioSciences Inc. at the date of the merger. |
Financial assets and financial
Financial assets and financial liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Financial assets and financial liabilities | |
Financial assets and financial liabilities | 17. Financial assets and financial liabilities The Group holds the following financial instruments: Financial assets (in thousands) at amortized cost Financial assets US $ 2018 Prepaid expenses and other receivables 231 Cash and cash equivalents 12,279 12,510 2017 Prepaid expenses and other receivables 318 Cash and cash equivalents 22,651 22,969 Financial liabilities (in thousands) at amortized cost Financial liabilities US $ 2018 Trade payable and accrued liabilities 7,207 Derivative liabilities 5,789 12,996 2017 Trade and other payables 10,890 Payable on completion of clinical trial 500 Derivative liabilities 12,626 24,016 Fair value disclosures The Group’s cash, prepaid expenses and other current assets and trade and other payables are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. These are measured at fair value using Level 1 inputs. The Group’s derivative liabilities are measured at fair value using Level 1 or 2 inputs. See discussion in Note 14 on the inputs utilized in the Black-Scholes option pricing model and for a rollforward of the derivative liability from December 31, 2017 to December 31, 2018. The Group determined that the book value of the Hercules Loan Agreement (Note 13) approximates its fair value as of December 31, 2018 due the proximity of the transaction date and the interest being tied to the U.S. Prime Rate. There were no transfers between fair value levels during the years ended December 31, 2018 or 2017. There were no non-recurring fair value measurements for the years ended December 31, 2018 or 2017. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Subsidiaries
Subsidiaries | 12 Months Ended |
Dec. 31, 2018 | |
Subsidiaries | |
Subsidiaries | 18. Subsidiaries Method used Country of Percentage Percentage to account for Company name incorporation shareholding voting power investment Motif BioSciences Inc. Delaware, USA 100 % 100 % Consolidation The principal activity of Motif BioSciences Inc. is proprietary drug discovery research and development. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related party transactions | |
Related party transactions | 19. Related party transactions Transactions with Amphion Innovations plc and Amphion Innovations US, Inc. At December 31, 2018, Amphion Innovations plc and its wholly owned subsidiary, Amphion Innovations US, Inc., or collectively, the Amphion Group owned 8.51% of the issued ordinary shares in Motif Bio plc. In addition, the Amphion Group previously provided funding for the activities of Motif BioSciences Inc. through the issue of convertible interest bearing loan notes, which were converted to shares in December 2016. Richard Morgan and Robert Bertoldi were directors of both the Company and Amphion Innovations plc in the period. Transactions between the Group and the Amphion Group are disclosed below: Advisory And Consultancy Agreement With Amphion Innovations US, Inc. On April 1, 2015, the Group entered into an Advisory and Consultancy Agreement with Amphion Innovations US, Inc. The consideration for the services is $120,000 per annum. The agreement was amended in December 2016 so that either party may terminate the agreement at any time, for any reason, upon giving the other party ninety-days advance written notice. The Group paid $120,000 to Amphion Innovations US, Inc. during each year ending December 31, 2018, 2017 and 2016 in accordance with the terms of the agreement. Notice was provided in September 2018 to terminate the agreement as of December 31, 2018. Consultancy Agreement With Amphion Innovations plc On April 1, 2015, the Group entered into a Consultancy Agreement with Amphion Innovations plc for the services of Robert Bertoldi, an employee of Amphion Innovations plc. The consideration for his services was $5,000 per month. On November 1, 2015, the consideration was increased to $180,000 per annum. On July 1, 2016, the consideration decreased to US $75,000 per annum. The agreement was for an initial period of 12 months and would automatically renew each year on the anniversary date unless either party notifies the other by giving ninety-days written notice prior to expiration. The agreement was amended in December 2016 so that either party may terminate the agreement at any time, for any reason, upon giving the other party ninety-days advance written notice. In July 2017, the Group amended the consulting agreement with Amphion Innovations plc to increase the annual consideration to $125,000 to better reflect Robert Bertoldi’s time commitment to the Group with and effective date of January 1, 2017. The Group paid Robert Bertoldi $125,000 during the years ended December 31, 2018 and 2017 in accordance with the terms of the agreement. Notice was provided in September 2018 to terminate the agreement as of December 31, 2018. Consultancy Agreement With Amphion Innovations US, Inc. On September 7, 2016, the Group entered into a Consultancy Agreement with Amphion Innovations US, Inc., pursuant to which Amphion Innovations US, Inc. will provide consultancy services in relation to the Group’s obligations as a NASDAQ listed company. The consideration for the services was $15,500 per month. The agreement was for an initial period of 12 months, after which the agreement will terminate automatically unless renewed by the parties by mutual agreement. The agreement was not extended past the initial term and ended in 2017. The Group paid $170,500 and $19,633 during the years ended December 31, 2017 and 2016 in accordance with the terms of the agreement. Consultancy Agreement With Jonathan Gold On April 13, 2016, the Group entered into a consultancy agreement with Mr. Gold, a member of the Group’s Board of Director. Under the terms of this agreement, Mr. Gold received a fixed fee of $10,000 per month for strategic financial expert advice and guidance. The term of this agreement was six months, commencing January 1, 2016. The term of the agreement would automatically renew each month following the initial term, provided that each party provided its mutual agreement to renew in a signed writing, no later than 30 days prior to the expiration of the term. This agreement was not extended beyond the initial term. On April 7, 2017, the Group entered into a new consultancy agreement with Mr. Gold. Under the terms of this agreement, Mr. Gold received a fixed fee of $16,167 per month for strategic financial expert advice and guidance. The term of this agreement was twelve months, commencing January 1, 2017. The term of the agreement would automatically renew each month following the initial term, as long as either party did not provide notice to the other party of its election not to continue to renew the agreement with at least 30-days advance notice. In connection with Mr. Gold assuming the executive role as Chief Financial Officer of February 2, 2018, this agreement was suspended as of December 31, 2017. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent events | |
Subsequent events | 20. Subsequent events On February 14, 2019, the Group announced the receipt of a Complete Response Letter (CRL) from the U.S. Food & Drug Administration (FDA) regarding the New Drug Application (NDA) for iclaprim for the treatment of acute bacterial skin and skin structure infections. The CRL states that the FDA cannot approve the NDA in its present form and indicates that additional data are needed to further evaluate the risk for liver toxicity before the NDA may be approved. The Group is evaluating and taking action on potential options to address the deficiencies. On February 17, 2019, the Group announced it entered into an amendment agreement with its lender Hercules Capital, Inc. (Hercules) in relation to the Hercules Loan Agreement dated November 15, 2017. Pursuant to the amendment, Motif BioSciences Inc. made an early repayment of $7 million and an additional repayment of $0.5 million on the earlier of 90 days, May 18, 2019, or receipt of funds from an equity raise of $2 million or greater. This additional repayment was remitted on April 1, 2019. The amendment provides for a three-month interest-only period on the remaining loan balance for the period from March 2019 to May 2019 and the waiver of any prepayment charges for the remaining term of the loan. On March 22, 2019, we entered into another amendment agreement that provided for one additional month of the interest only period for the month of June 2019. In addition, Hercules Capital, Inc. provided Motif BioSciences, Inc. a letter stating that the receipt and aging of invoices relating to a validation campaign of iclaprim mesylate from a third-party vendor are excluded from the determination of compliance with covenants under the Hercules Loan Agreement, as amended. On March 20, 2019, the Group announced that FDA granted the Group’s Type A meeting request with FDA and is scheduled for May 3, 2019. On March 25, 2019, the Group raised $3.3 million of net proceeds, after deducting $0.3 million of issuance costs, from a placement in the United Kingdom of 45,000,000 new ordinary shares at £0.06 per share. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant accounting policies | |
Basis of preparation | a. Basis of preparation The accounting policies set out below have been applied consistently to all periods presented in this financial information. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as adopted by the European Union. This basis of preparation describes how the financial statements have been prepared in accordance with IFRS. The financial statements have been prepared under the historical cost convention. A summary of the more important Group accounting policies is set out below. The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. a. New and amended standards effective from January 1, 2018 IFRS 2, Share-based Payments (as amended) was adopted with an effective date of January 1, 2018. IFRS 2 related to the classification and measurement of share-based payment transactions. The amendments are intended to eliminate diversity in practice regarding (i) accounting for cash-settled share-based payment transactions that include a performance condition, (ii) share-based payments in which the manner of settlement is contingent on future events, (iii) share-based payments settled net of tax withholdings, and (iv) modification of share-based payment transactions from cash-settled to equity-settled. The adoption of this guidance did not have a material impact on the Group’s 2018 consolidated financial statements and any future impact would be primarily dependent on future modifications to share-base payment awards, if any. IFRS 9, Financial Instruments (as revised in 2014) was adopted with an effective date of January 1, 2018. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. The adoption of this guidance did not have an impact on the Group’s 2018 consolidated financial statements and any future impact would be primarily dependent on future financial instrument transactions, if any. IFRS 15, Revenue from Contracts with Customers was adopted with an effective date of January 1, 2018. IFRS 15 establishes a comprehensive guideline for determining when to recognize revenue and how much revenue to recognize. The Group currently has no revenues. However, all applicable revenues generated by the Group prospectively will be accounted for in accordance with IFRS 15, or, where applicable, other relevant guidance. On January 1, 2017, the Group adopted amendments to IAS 7, Disclosure Initiative. The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. The Group believes that the disclosures contained herein adequately satisfy this requirement. There are no other new standards and amendments that have been applied from January 1, 2018, which have had an impact on the Group’s financial statements. New standards and interpretations effective after 2018 Certain new accounting standards and interpretations have been published that are not mandatory for the reporting periods covered by these consolidated financial statements and have not been early adopted by the Group. The new standards potentially relevant to the Group are discussed below. IFRS 16, Leases — Effective date — January 1, 2019 — IFRS 16 will replace IAS 17. It will eliminate the distinction between classification of leases as finance or operating leases for lessees. As of the issuance date of this Annual Report, the adoption of IFRS 16 did not have a significant impact on the Group’s net results or net assets and any future impact would be primarily dependent on future leasing transactions, if any. Principles of consolidation Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances, and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. When the Group ceases to consolidate because of a loss of control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture, or financial asset. |
Segment reporting | b. Segment reporting The chief operating decision-maker is considered to be the Board of Directors of Motif Bio plc. The chief operating decision-maker allocates resources and assesses performance of the business and other activities at the operating segment level. In addition, they review the IFRS consolidated financial statements. The chief operating decision-maker has determined that Motif has one operating segment to support its strategy for the development and commercialization of pharmaceutical formulations. The Group maintains a presence and has some activities in the U.K.; however, the finance and most other management functions take place in the U.S. |
Foreign currency translation | c. Foreign currency translation (a) Functional and Presentation Currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in United States Dollars (US $), which is Motif Bio plc’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognized in comprehensive loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses are presented in the statement of comprehensive loss on a net basis within other income or other expenses. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognized in other comprehensive income. |
Research and development costs | d. Research and development costs Expenditure on drug development activities is capitalized only if all of the following conditions are met: · it is probable that the asset will create future economic benefits; · the development costs can be measured reliably; · technical feasibility of completing the intangible asset can be demonstrated; · there is the intention to complete the asset and use or sell it; · there is the ability to use or sell the asset; and · adequate technical, financial, and other resources to complete the development and to use or sell the asset are available. These conditions are generally met when a filing is made for regulatory approval for commercial production. Otherwise, costs on research activities are recognized as an expense in the period in which they are incurred. At this time, the Group does not meet all conditions and therefore development costs are recorded as expense in the period in which the cost is incurred. The Group’s preclinical studies and clinical trials have been performed utilizing third-party contract research organizations (“CROs”) and other vendors. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, percentage of work completed to date and contract milestones achieved. The Group monitors patient enrollment levels and related activities to the extent possible through internal reviews, correspondence and status meetings and review of contractual terms. Estimates are dependent on the timeliness and accuracy of data provided by the CROs and other vendors. In this event, the Group could record adjustments to research and development expenses in future periods when the actual activity levels become known. |
Intangible assets | e. Intangible assets Intangible assets acquired separately from a business are initially stated at cost, net of any amortization and any provision for impairment. Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not subject to amortization but is tested for impairment annually or more frequently whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
Impairment of non-financial assets | f. Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortization and are tested annually in the second half of each fiscal year for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. |
Financial instruments-initial recognition and subsequent measurement | g. Financial instruments—initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. a) Financial assets, initial recognition and measurement All financial assets, such as receivables and deposits, are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. b) Financial liabilities, initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, and payables, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings and warrants classified as liabilities. c) Subsequent measurement The measurement of financial liabilities depends on their classification. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method if the time value of money is significant. |
Financial assets and liabilities | h. Financial assets and liabilities Financial assets and financial liabilities are included in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Non-derivative financial instruments Cash and cash equivalents Cash and cash equivalents include bank balances, demand deposits, and other short-term, highly liquid investments (with less than three months to maturity) that are readily convertible into a known amount of cash and are subject to an insignificant risk of fluctuations in value. Financial liabilities and equity The Group classifies an instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. An instrument is classified as a financial liability when it is either (i) a contractual obligation to deliver cash or another financial asset to another entity; or (ii) a contract that will or may be settled in the Group’s own equity instruments and is a non-derivative for which the Group is, or may be, obliged to deliver a variable number of the Group’s own equity instruments or a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. An equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. An instrument is an equity instrument only if the issuer has an unconditional right to avoid settlement in cash or another financial asset. Trade payables and accrued liabilities Trade payables and accrued liabilities are obligations to pay for goods or services that have been acquired in the ordinary course of business from or rendered by suppliers. All are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and accrued liabilities are initially measured at fair value, and, where applicable, are subsequently measured at amortized cost, using the effective interest rate method. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received. Direct issuance costs are processed as a deduction on equity. Derivative financial instruments The Group does not have a policy of engaging in speculative transactions, nor does it issue or hold financial instruments for trading purposes. The Group has entered into various financing arrangements with its investors, including convertible loans. These convertible loans each include embedded financial derivative elements (being the right to acquire equity in the Group at a future date for a pre-determined price). Therefore, while the Group does not engage in speculative trading of derivative financial instruments, it may hold such instruments from time to time as part of its financing arrangements. The Group has also entered into financing arrangements that include the issuance of warrants. These warrants may be considered derivative financial instruments based on the terms of the agreements. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss is recognized in the consolidated statement of comprehensive loss, as the Group currently does not apply hedge accounting. Impairment of financial assets From January 1, 2018, the Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. An expected credit losses model replaces the incurred loss impairment model used in IAS 39. The accounting policy applied under IAS 39 in previous accounting periods is described below. The Group assessed at the end of each reporting period whether there was objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in the consolidated statement of comprehensive loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated statement of comprehensive loss. |
Offsetting financial instruments | i. Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency, or bankruptcy of the Company or the counterparty. |
Share-based payment transactions | j. Share-based payment transactions The fair value of options and warrants granted to employees, directors, and consultants is recognized as an expense, with a corresponding increase in equity, over the period in which the option and warrant holders become unconditionally entitled to the options and warrants unless incremental and directly attributable to an equity transaction in which case it is deducted from equity. The fair value of the options and warrants granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted. |
Financial income and expenses | k. Financial income and expenses Financial income comprises interest receivable on funds invested. Financial expenses comprise interest payable. Interest income and interest payable are recognized in the consolidated statement of comprehensive loss as they accrue, using the effective interest method. |
Taxation | l. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognized in the consolidated statement of comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. |
Earnings per share | m. Earnings per share The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit or loss attributable to shares of the Company by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares, which comprise share options and warrants granted to employees and non-employees. Refer to Note 8 for calculation of EPS for all periods presented. |
Borrowings | n. Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. |
Equity | o. Equity The Company classifies an instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. An instrument is classified as a financial liability when it is either (i) a contractual obligation to deliver cash or another financial asset to another entity; or (ii) a contract that will, or may be, settled in the Company’s own equity instruments and is a non-derivative for which the Company is, or may be, obliged to deliver a variable number of the Company’s own equity instruments or a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. An equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. An instrument is an equity instrument only if the issuer has an unconditional right to avoid settlement in cash or another financial asset. Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds |
Critical accounting estimates and judgments | p. Critical accounting estimates and judgments In preparing the financial information, the Directors make judgments on how to apply the Group’s accounting policies and make estimates about the future. The critical judgments that have been made in arriving at the amounts recognized in the financial information and the key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year, are discussed below: Acquisition and valuation of the iclaprim assets The directors, on assessing if the acquisition of the Nuprim iclaprim assets was of a business or of a group of assets, considered: · the identified elements of the acquired group; · the capability of the acquired group to produce outputs; and · the impact that any missing elements have on a market participant’s ability to produce outputs with the acquired group. As the acquired group was not accompanied by any associated processes and because the acquired assets do not have planned principal activities, or a plan to produce outputs, the Directors considered the acquisition to be of a group of assets, not a business. The Directors use their judgment to identify the separate intangible assets and then determine a fair value for each based upon the consideration paid, the nature of the asset, industry statistics, future potential, and other relevant factors. Asset acquisitions are measured based on their cost to the acquiring entity, which generally includes transaction costs. An asset’s acquisition cost or the consideration transferred by the acquiring entity is assumed to be equal to the fair value of the net assets acquired, unless contrary evidence exists. These fair values are tested for impairment annually. Research and development expenditures Research and development expenditures are currently not capitalized because the criteria for capitalization are not met. At each balance sheet date, the Group estimates the level of service performed by the vendors and the associated costs incurred for the services performed. Although the Group does not expect the estimates to be materially different from amounts actually incurred, the understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in reporting amounts that are too high or too low in any particular period. Share based payments and fair value of warrants The Directors have to make judgments when deciding on the variables to apply in arriving at an appropriate valuation of share based compensation and warrants, including appropriate factors for volatility, risk free interest rate, and applicable future performance conditions and exercise patterns. |
Financial risk management (Tabl
Financial risk management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial risk management | |
Schedule of contractual maturities of financial liabilities | Between 1 Between 2 (in thousands) < 1 year and 2 years and 5 years Over 5 years At December 31, 2018 US $ US $ US $ US $ Total Trade payables and accrued liabilities 7,207 — — — 7,207 Derivative liabilities — — 5,789 — 5,789 Term Loan and other non-current (Note 13) 4,655 5,642 5,133 — 15,430 11,862 5,642 10,922 — 28,426 Between 1 Between 2 (in thousands) < 1 year and 2 years and 5 years Over 5 years At December 31, 2017 US $ US $ US $ US $ Total Trade payables and accrued liabilities 10,890 — — — 10,890 Payable on completion of clinical trial 500 — — — 500 Derivative liabilities — — 12,626 — 12,626 Term Loan and other non-current (Note 13) — 4,700 10,730 — 15,430 11,390 4,700 23,356 — 39,446 |
Schedule of carrying amounts of foreign currency denominated monetary net assets | December 31, 2018 December 31, 2017 (in thousands) US $ US $ Sterling - Cash 491 462 |
Other income and expense items
Other income and expense items (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other income and expense items | |
Schedule of other income | Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ Gains on settlement of contract disputes — — 83 |
Schedule of breakdown of expenses by nature | Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ General and administrative expenses Employee compensation, benefits and share-based payments 3,062 2,779 1,445 Director, legal and professional fees 2,405 3,491 2,496 Investor and public relations advisory fees 1,180 1,283 648 Other expenses 988 989 323 7,635 8,542 4,912 (in thousands) Research and development costs Employee benefits expenses, including share-based payments 1,153 1,469 678 Contract research organization expenses — 22,066 30,446 Chemistry and manufacturing development and other non-clinical development 3,444 2,933 2,146 Other research and development costs (1) 6,391 3,007 1,525 10,988 29,475 34,795 (1) Other research and development costs incurred during 2018 were primarily comprised of regulatory and related preparatory activities for the iclaprim product candidate. (in thousands) 2018 2017 2016 Auditors’ Remuneration US $ US $ US $ Audit Fees 435 526 871 Audit-Related Fees — — — Tax Fees — — — Other Fees 2 — — Total 437 526 871 |
Schedule of finance income and costs | Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ Finance income Interest from financial assets 113 134 70 113 134 70 (in thousands) Finance costs Interest expense (1,585) (200) (383) Accretion of end of term payment (174) (22) — Amortization of deferred financing costs (401) (53) — (2,160) (275) (383) Net finance costs (2,047) (141) (313) |
Employee numbers and costs (Tab
Employee numbers and costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employee numbers and costs | |
Schedule of monthly average number of persons employed by the Group | Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 Executive Directors 2 1 2 Key management personnel 5 7 4 Total 7 8 6 |
Schedule of aggregate payroll costs of Executive Directors and key management personnel | Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 (in thousands) US $ US $ US $ Short term benefits: Wages and salaries 3,040 2,288 1,528 Social security and other employer costs 234 252 67 Share based payments (1) 941 1,120 120 4,215 3,660 1,715 (1) The total share based payments does not reflect the out-of-period adjustment recorded in 2017 (Note 15). |
Directors' remuneration (Tables
Directors' remuneration (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Directors' remuneration | |
Schedule of directors remuneration | Salaries Social 2018 2017 2016 and fees Bonuses Security Total Total Total US $ US $ US $ US $ (2) US $ US $ Executive Graham Lumsden (1)(7) 446,250 264,000 16,389 726,639 567,999 488,510 Jonathan Gold (2) 612,500 250,000 19,017 881,517 194,004 114,094 Non-executive Robert Bertoldi (3)(7) 125,000 — 9,563 134,563 134,563 137,783 Richard Morgan (4) 113,500 — — 113,500 113,500 177,725 Charlotta Ginman (5) 69,680 — — 69,680 67,279 57,475 Zaki Hosny 62,500 — — 62,500 63,000 57,475 Mary Lake Polan 60,000 — — 60,000 60,000 54,094 John Stakes (6) — — — — — 30,869 Bruce Williams (4) 64,000 — — 64,000 64,000 54,094 Craig T. Albanese 57,500 — — 57,500 38,333 — Total 1,610,930 514,000 44,969 2,169,899 1,302,678 1,172,119 (1) Dr. Lumsden’s incentive bonus listed above includes the receipt of $50,000 in 2018 for achieving the operational milestones related to a supplemental bonus granted in the previous year. (2) The compensation listed above is for Mr. Gold’s services as Chief Financial Officer and Executive Director. Mr. Gold assumed the executive role of Chief Financial Officer on February 2, 2017. (3) Effective July 16, 2018, Mr. Bertoldi resigned from the Board of Directors. Mr. Bertoldi continued to provide consultancy services under the terms of the consultancy agreement with Amphion Innovation plc until December 31, 2018. The compensation listed above represents consideration paid to Mr. Bertoldi during the entire year. (4) Effective March 18, 2019, Richard Morgan resigned from the Board of Directors. In addition, Bruce Williams was appointed interim Chairman. (5) Ms. Ginman’s compensation for 2018 was £52,195 or US$69,680 based on an average exchange rate of 1.335 for the period. (6) Mr. Stakes resigned from the Board of Directors effective July 1, 2016. (7) The compensation for Dr. Lumsden, Mr. Gold and Mr. Bertoldi exclude $8,100, $8,100 and $3,750 in employer provided 401k pension during 2018. |
Schedule of directors of the company that have been awarded rights to subscribe for shares in the Group | Exercise January 1, December 31, price Grant Expiry 2018 Granted 2018 US $ date date Richard Morgan 73,215 — 73,215 $ 0.70 Jan 1, 2010 Jan 1, 2020 6,179 — 6,179 $ 0.70 Jan 1, 2011 Jan 1, 2021 502,950 — 502,950 0.14 Dec 4, 2014 Dec 4, 2024 582,344 — 582,344 Craig T. Albanese 100,000 — 100,000 $ 0.44 May 4, 2017 May 4, 2027 100,000 — 100,000 Robert Bertoldi 53,887 — 53,887 $ 0.70 Jan 1, 2010 Jan 1, 2020 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 305,362 — 305,362 Charlotta Ginman 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 251,475 — 251,475 Jonathan Gold 73,502 — 73,502 $ 0.70 Jan 1, 2010 Jan 1, 2020 5,964 — 5,964 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 — 1,000,000 1,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 330,941 1,000,000 1,330,941 Zaki Hosny 53,888 — 53,888 $ 0.70 Jun 18, 2009 Jun 18, 2019 14,370 — 14,370 $ 0.70 Jan 1, 2010 Jan 1, 2020 2,587 — 2,587 $ 0.70 Jan 1, 2011 Jan 1, 2021 107,774 — 107,774 $ 0.14 Jan 30, 2013 Jan 30, 2023 251,475 — 251,475 $ 0.14 Dec 4, 2014 Dec 4, 2024 430,094 — 430,094 Graham Lumsden 574,800 — 574,800 $ 0.14 May 25, 2013 May 25, 2023 2,874,000 — 2,874,000 $ 0.14 Dec 4, 2014 Dec 4, 2024 1,000,000 — 1,000,000 $ 0.33 Feb 7, 2017 Feb 7, 2027 700,000 — 700,000 $ 0.33 Feb 7, 2017 Feb 7, 2027 — 2,000,000 2,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 — 1,000,000 1,000,000 $ 0.50 Feb 28, 2018 Feb 28, 2028 5,148,800 3,000,000 8,148,800 Mary Lake Polan 67,036 — 67,036 $ 0.70 Jan 1, 2010 Jan 1, 2020 5,461 — 5,461 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,474 — 251,474 $ 0.14 Dec 4, 2014 Dec 4, 2024 323,971 — 323,971 Bruce Williams 67,252 — 67,252 $ 0.70 Jan 1, 2010 Jan 1, 2020 28,740 — 28,740 $ 0.70 Jan 16, 2010 Jan 16, 2020 71,850 — 71,850 $ 0.70 Nov 15, 2010 Jan 16, 2020 2,802 — 2,802 $ 0.70 Jan 1, 2011 Jan 1, 2021 251,474 — 251,474 $ 0.14 Dec 4, 2014 Dec 4, 2024 422,118 — 422,118 |
Income tax expense (Tables)
Income tax expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income tax expense | |
Schedule of current tax expense | Year ended Year ended Year ended (in thousands) Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 Current tax expense US $ US $ US $ U.K. corporation taxes — — — Overseas taxes 9 22 — 9 22 — |
Schedule of reconciliation of effective tax rate | (in thousands) 2018 2017 2016 Reconciliation of effective tax rate: US $ US $ US $ Loss on ordinary activities before taxation (13,976) (44,788) (40,324) U.K. Corporation tax at 19% 921 (1,571) (450) Overseas tax at higher rate (3,953) (7,669) (12,955) Effects of: Unrecognized losses (3,032) (9,240) (13,405) Other adjustments-overseas taxes 9 22 — Total tax charge 9 22 — |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss per share | |
Schedule of basic and diluted loss per share | Year ended Year ended Year ended Dec 31, 2018 Dec 31, 2017 Dec 31, 2016 (in thousands, except share and per share data) US $ US $ US $ Basic Net loss (13,985) (44,810) (40,324) Basic weighted average shares in issue 284,530,534 231,530,091 116,558,191 Basic loss per share (0.05) (0.19) (0.35) Diluted Net loss (13,985) (44,810) (40,324) Effect of dilutive securities: liability-classified warrants (6,654) — — Diluted net loss (20,639) (44,810) (40,324) Weighted average shares in issue - basic 284,530,534 231,530,091 116,558,191 Incremental dilutive shares from liability-classified warrants (treasury stock method) 2,601,154 — — Weighted average shares in issue - diluted 287,131,688 231,530,091 116,558,191 Diluted net loss (0.07) (0.19) (0.35) |
Schedule of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding , as they would be antidilutive | 2018 2017 2016 Warrants 12,878,944 49,399,947 5,726,364 Share options 18,387,038 17,065,534 6,810,357 31,265,982 66,465,481 12,536,721 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets | |
Schedule of intangible assets | (in thousands) As of December 31, 2016 Cost 6,196 Accumulated amortization and impairment — Net book amount at December 31, 2016 6,196 Additions — Amortization charge — Net book amount at December 31, 2017 6,196 As of December 31, 2017 Cost 6,196 Accumulated amortization and impairment — Net book amount at December 31, 2017 6,196 Additions — Amortization charge — Net book amount at December 31, 2018 6,196 |
Schedule of purchase consideration amounts attributed to net assets acquired | (in thousands) US $ Purchase consideration: Ordinary shares in Motif Bio plc 3,356 Warrants to subscribe for ordinary shares in Motif Bio plc 2,340 Total purchase consideration 5,696 Iclaprim assets 6,196 Milestone payment (500) Net assets acquired 5,696 |
Prepaid expenses and other re_2
Prepaid expenses and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid expenses and other receivables | |
Schedule of prepaid expenses and other receivables | (in thousands) Dec 31, 2018 Dec 31, 2017 Amounts due within one year US $ US $ Prepayments and other receivables 231 318 231 318 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | Dec 31, 2018 Dec 31, 2017 (in thousands) US $ US $ Cash and cash equivalents at bank 12,279 22,651 12,279 22,651 |
Trade payables and accrued li_2
Trade payables and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trade payables and accrued liabilities | |
Schedule of trade payables and accrued liabilities | (in thousands) Dec 31, 2018 Dec 31, 2017 Amounts due within one year US $ US $ Trade payables (1) 3,169 6,464 Accrued expenses — Contract research organization 74 1,294 Accrued expenses — Other (2) 3,964 3,008 Other payable — 124 7,207 10,890 (1) Trade payables include $2.3 million and $5.7 million billed by the Group’s contract research organization at December 31, 2018 and 2017, respectively. (2) Accrued expenses – Other include $2.4 million and $1.3 million in obligations for the manufacturing of the active pharmaceutical ingredient for iclaprim at December 31, 2018 and 2017, respectively. |
Interest bearing loans and bo_2
Interest bearing loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Interest bearing loans and borrowings | |
Schedule of interest bearing loans and borrowings | Dec 31, 2018 Dec 31, 2017 (in thousands) US $ US $ Term loan, non-current 10,345 15,000 Unamortized deferred financing costs (214) (943) Net non-current 10,131 14,057 Term loan, current portion 4,655 — Unamortized deferred financing costs (328) — Net current portion 4,327 — |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrants | |
Schedule of warrant activity | Weighted Average Number of Warrants Exercise Price Ordinary shares ADS Ordinary shares ADS Outstanding as of January 1, 2018 22,672,867 1,336,354 £ 0.272 $ 8.08 Granted — — — $ — Exercised (757,315) — £ 0.246 $ — Outstanding as of December 31, 2018 21,915,552 1,336,354 £ 0.273 $ 8.08 |
Schedule of warrants outstanding and exercisable | Type of Warrant Outstanding Number Outstanding and Exercisable Exercise Price Expiration Date Ordinary shares (1) 1,367,089 GBP £ 0.20 April 2, 2020 Ordinary shares (1) 1,082,384 GBP £ 0.50 July 21, 2020 Ordinary shares (2) 10,505,648 GBP £ 0.322 November 23, 2021 ADS (2) (3) 1,202,902 US $ 8.03 November 23, 2021 Ordinary shares (1) 8,960,431 GBP £ 0.20 April 2, 2025 ADS (2) (3) (4) 10,000 US $ 7.26 July 31, 2022 ADS (2) 73,452 US $ 9.53 November 14, 2022 (1) Warrants totaling 11,881,506 of ordinary shares are equity classified. (2) Warrants totaling 10,505,648 of ordinary shares and 1,336,354 of ADS are liability classified. (3) Each ADS represents 20 ordinary shares. (4) Warrant provides for purchase up to 60,000 ADSs, of which 10,000 ADSs were vested and exercisable as of December 31, 2018. |
Schedule of assumptions used in fair value of derivative liability of warrants over ADS | August 1, 2017 Share price (US $) 7.26 Exercise price (US $) 7.26 Expected volatility 70 % Number of periods to exercise 5.0 Risk-free rate 1.80 % Expected dividends — November 14, 2017 Share price (US $) 9.53 Exercise price (US $) 9.53 Expected volatility 72 % Number of periods to exercise 5.0 Risk-free rate 2.06 % Expected dividends — December 31, December 31, 2018 2017 Share price (US $) 6.59 10.81 Exercise price (US $) 8.08 8.08 Expected volatility 75 % 76 % Number of periods to exercise 2.98 3.97 Risk-free rate 2.46 % 2.10 % Expected dividends — — |
Schedule of assumptions used in fair value of derivative liability of warrants over Ordinary shares | December 31, December 31, 2018 2017 Share price (GBP) 0.31 0.41 Exercise price (GBP) 0.322 0.322 Expected volatility 74 % 76 % Number of periods to exercise 2.90 3.90 Risk free rate 2.46 % 2.09 % Expected dividends — — |
Schedule of warrant liability | (in thousands) Fair value Liability classified warrants US$ Balance at January 1, 2017 5,798 Issued during the year 529 Exercised during the year (285) Impact of foreign exchange 192 Loss from revaluation of derivative liabilities 6,392 Balance at December 31, 2017 12,626 Issued during the year — Exercised during the year (84) Impact of foreign exchange (99) Gain from revaluation of derivative liabilities (6,654) Balance at December 31, 2018 5,789 |
Share based payments (Tables)
Share based payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share based payments | |
Schedule of number of share options and weighted average exercise price | Weighted average Number of exercise price share options US $ Outstanding at January 1, 2017 15,563,182 0.37 Granted during the year 5,800,000 0.33 Forfeited during the year (4,153,948) 0.53 Exercised during the year (143,700) 0.14 Expired during the year — — Outstanding at December 31, 2017 17,065,534 0.32 Granted during the year 5,050,000 0.49 Forfeited during the year (2,656,116) 0.34 Cancelled during the year (946,644) 0.56 Exercised during the year (125,736) 0.14 Outstanding at December 31, 2018 18,387,038 0.34 Exercisable at December 31, 2018 12,360,958 0.30 |
Schedule of weighted-average assumptions for option grants | Year ended Dec 31, 2018 Share price (US $) 0.49 Exercise price (US $) 0.49 Expected volatility 77.34 % Term 10 years Risk free rate 2.87 % Expected dividends — |
Schedule of expense recognized from stock-based payments | Year ended Dec Year ended Dec Year ended Dec 31, 2018 31, 2017 31, 2016 (in thousands) US $ US $ US $ General and administrative expense 750 1,143 513 Research and development expense 191 565 — Total share-based payment expense 941 1,708 513 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share capital | |
Schedule of share capital | Allotted, called up and fully paid: Number US $ (in thousands, except share data) In issue at December 31, 2016 195,741,528 2,728 Issued: Ordinary shares of 1p each 143,700 2 Ordinary shares of 1p each 326,880 4 Ordinary shares of 1p each 66,666,667 847 Ordinary shares of 1p each 250,000 3 Ordinary shares of 1p each 390,353 5 In issue at December 31, 2017 263,519,128 3,589 Issued: Ordinary shares of 1p each 757,315 9 Ordinary shares of 1p each 32,258,064 433 Ordinary shares of 1p each 125,736 1 In issue at December 31, 2018 296,660,243 4,032 |
Financial assets and financia_2
Financial assets and financial liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial assets and financial liabilities | |
Schedule of financial assets | Financial assets (in thousands) at amortized cost Financial assets US $ 2018 Prepaid expenses and other receivables 231 Cash and cash equivalents 12,279 12,510 2017 Prepaid expenses and other receivables 318 Cash and cash equivalents 22,651 22,969 |
Schedule of financial liabilities | Financial liabilities (in thousands) at amortized cost Financial liabilities US $ 2018 Trade payable and accrued liabilities 7,207 Derivative liabilities 5,789 12,996 2017 Trade and other payables 10,890 Payable on completion of clinical trial 500 Derivative liabilities 12,626 24,016 |
Subsidiaries (Tables)
Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Subsidiaries | |
Schedule of subsidiaries | Method used Country of Percentage Percentage to account for Company name incorporation shareholding voting power investment Motif BioSciences Inc. Delaware, USA 100 % 100 % Consolidation |
General information (Details)
General information (Details) | May 18, 2019USD ($) | Mar. 25, 2019USD ($)GBP (£)shares | Mar. 22, 2019 | Feb. 17, 2019USD ($) | May 17, 2018USD ($)£ / sharesshares | Nov. 15, 2017USD ($)tranche$ / sharesshares | Nov. 14, 2017£ / shares$ / sharesshares | Jun. 23, 2017USD ($)£ / sharesshares | Nov. 23, 2016£ / sharesshares | Nov. 23, 2016$ / sharesshares | Nov. 18, 2016£ / sharesshares | Nov. 18, 2016USD ($)GBP (£)$ / sharesEquityInstrumentsshares | Jan. 31, 2018USD ($)shares | Jun. 30, 2017£ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) |
General information | ||||||||||||||||||
Cash | $ | $ 12,279,000 | $ 22,651,000 | $ 21,830,000 | $ 28,595,000 | ||||||||||||||
Net cash used in operating activities | $ | 21,446,000 | 37,436,000 | 27,942,000 | |||||||||||||||
Loss for the year | $ | 13,985,000 | 44,810,000 | 40,324,000 | |||||||||||||||
Net proceeds from issuance of shares | $ | $ 21,500,000 | $ 13,422,000 | 25,417,000 | 24,996,000 | ||||||||||||||
Duration shelf registration will remain effective | 3 years | |||||||||||||||||
Number of ordinary shares for one ADS | 20 | 20 | ||||||||||||||||
Total number of ADS warrants issued | 1,219,246 | |||||||||||||||||
Number of ADS warrants issued in alliance with ADS issuance | 0.5 | |||||||||||||||||
Underwriting discounts, commissions and offering expenses | $ | $ 3,500,000 | $ 749,000 | $ 1,734,000 | $ 3,370,000 | ||||||||||||||
Percentage of equity securities | 10.00% | |||||||||||||||||
Ordinary shares | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 22,863,428 | 22,863,428 | 71,633,248 | 71,633,248 | 296,660,243 | 263,519,128 | 195,741,528 | |||||||||||
Share price per share/warrant combination | £ / shares | £ 0.28 | |||||||||||||||||
ADS | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 2,438,491 | 2,438,491 | ||||||||||||||||
Number of ordinary shares for one ADS | 20 | 20 | ||||||||||||||||
Share price per share/warrant combination | $ / shares | $ 6.98 | |||||||||||||||||
Ordinary shares issued, March 25, 2019 | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 45,000,000 | |||||||||||||||||
Share price | £ | 0.06 | |||||||||||||||||
Net proceeds from issuance of shares | $ | $ 3,300,000 | |||||||||||||||||
Ordinary shares issued, June 2017 | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 66,666,667 | 66,666,667 | ||||||||||||||||
Share price | £ / shares | 0.30 | 0.30 | ||||||||||||||||
Net proceeds from issuance of shares | $ | $ 23,700,000 | |||||||||||||||||
Ordinary shares issued, May 17, 2018 | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 32,258,064 | |||||||||||||||||
Share price | £ / shares | 0.31 | |||||||||||||||||
Net proceeds from issuance of shares | $ | $ 12,700,000 | |||||||||||||||||
U.S. public offering | ||||||||||||||||||
General information | ||||||||||||||||||
Number of ordinary shares for one ADS | 20 | |||||||||||||||||
Number of ADS warrants issued in alliance with ADS issuance | 0.5 | |||||||||||||||||
U.S. public offering | Ordinary shares | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 48,769,820 | 48,769,820 | ||||||||||||||||
U.S. public offering | ADS | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 2,438,491 | 2,438,491 | ||||||||||||||||
Number of warrants issued | 1,219,246 | |||||||||||||||||
ADS exercisable per ADS warrant | EquityInstruments | 1 | |||||||||||||||||
Warrants exercise price | $ / shares | 8.03 | |||||||||||||||||
Share price per share/warrant combination | $ / shares | $ 6.98 | |||||||||||||||||
ADS Warrant period (in years) | 5 years | |||||||||||||||||
European placement | ||||||||||||||||||
General information | ||||||||||||||||||
Warrants exercise price | 0.32 | |||||||||||||||||
Ordinary share per ordinary share warrant | EquityInstruments | 1 | |||||||||||||||||
Number of warrants issued in alliance with ordinary shares issuance | 0.5 | |||||||||||||||||
Ordinary share warrant period (in years) | 5 years | |||||||||||||||||
European placement | Ordinary shares | ||||||||||||||||||
General information | ||||||||||||||||||
Number of shares issued | 22,863,428 | 22,863,428 | ||||||||||||||||
Number of securities called by warrants | 11,431,714 | 11,431,714 | ||||||||||||||||
Share price per share/warrant combination | (per share) | £ 0.28 | $ 0.35 | ||||||||||||||||
Maximum | ||||||||||||||||||
General information | ||||||||||||||||||
Potential aggregate value of shares offered to sell | $ | $ 80,000,000 | |||||||||||||||||
Parent | ||||||||||||||||||
General information | ||||||||||||||||||
Cash | $ | $ 600,000 | |||||||||||||||||
Term Loan | Hercules | ||||||||||||||||||
General information | ||||||||||||||||||
Share price | £ / shares | 9.53 | |||||||||||||||||
Debt financing | $ | $ 20,000,000 | |||||||||||||||||
Number of tranches | tranche | 2 | |||||||||||||||||
Term Loan | $ | $ 15,000,000 | |||||||||||||||||
Remaining borrowing capacity | $ | $ 5,000,000 | |||||||||||||||||
Interest-only period (in months) | 15 months | |||||||||||||||||
Capital and interest repayment period (in months) | 30 months | |||||||||||||||||
Interest rate (as a percent) | 10.00% | 11.00% | ||||||||||||||||
Number of ordinary shares for one ADS | 20 | |||||||||||||||||
Term Loan | Hercules | ADS | ||||||||||||||||||
General information | ||||||||||||||||||
Number of securities called by warrants | 73,452 | 73,452 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.53 | $ 9.53 | ||||||||||||||||
Warrants issued, in terms of loan coverage (as a percent) | 3.50% | 3.50% | ||||||||||||||||
Term Loan | Hercules | Maximum | ||||||||||||||||||
General information | ||||||||||||||||||
Right to participate in any subsequent financing | $ | $ 1,000,000 | |||||||||||||||||
Borrowings transactions | Amendment, Term Loan | Hercules | ||||||||||||||||||
General information | ||||||||||||||||||
Term Loan | $ | $ 15,000,000 | |||||||||||||||||
Interest-only period (in months) | 3 months | |||||||||||||||||
Additional interest only period (in months) | 1 month | |||||||||||||||||
Repayments of borrowings | $ | $ 500,000 | $ 7,000,000 | $ 7,500,000 | |||||||||||||||
Repayment period | 90 days | |||||||||||||||||
Borrowings transactions | Amendment, Term Loan | Hercules | Minimum | ||||||||||||||||||
General information | ||||||||||||||||||
Net proceeds from issuance of shares | $ | $ 2,000,000 |
General information - Convertib
General information - Convertible Notes (Details) - USD ($) | Sep. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 23, 2016 | Nov. 18, 2016 |
Ordinary shares | ||||||
Interest bearing loans and borrowings | ||||||
Number of shares issued | 195,741,528 | 296,660,243 | 263,519,128 | 22,863,428 | 71,633,248 | |
Amended and restated convertible notes | ||||||
Interest bearing loans and borrowings | ||||||
Interest costs incurred | $ 0 | |||||
Amount of outstanding principal and accrued interest of notes converted into ordinary shares | $ 3,600,000 | |||||
Number of ordinary shares issued for conversion of notes | 14,510,770 | |||||
Conversion rate (in dollars per share) | $ 0.2447 | |||||
Amphion Innovations plc | Amended and restated convertible notes | Ordinary shares | ||||||
Interest bearing loans and borrowings | ||||||
Number of shares issued | 409,000 |
General information - Group reo
General information - Group reorganization (Details) | Jul. 22, 2015GBP (£)shares | Apr. 02, 2015GBP (£)shares | Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Nov. 23, 2016shares | Nov. 18, 2016shares | Feb. 18, 2015EquityInstruments |
Motif BioSciences Inc | ||||||||
General information | ||||||||
Number of shares issued to shareholders | EquityInstruments | 36,726,242 | |||||||
Ordinary shares | ||||||||
General information | ||||||||
Number of shares issued | 296,660,243 | 263,519,128 | 195,741,528 | 22,863,428 | 71,633,248 | |||
Ordinary shares | AIM | ||||||||
General information | ||||||||
Number of shares issued | 14,186,140 | |||||||
Share price | £ | 0.20 | |||||||
Ordinary shares | Subsequent placement | ||||||||
General information | ||||||||
Number of shares issued | 44,000,000 | |||||||
Share price | £ | 0.50 | |||||||
ADS | ||||||||
General information | ||||||||
Number of shares issued | 2,438,491 |
General information - Acquisiti
General information - Acquisition of assets (Details) | Apr. 02, 2015shares | Dec. 31, 2018shares | Apr. 01, 2015EquityInstruments | Feb. 18, 2015EquityInstruments |
Motif BioSciences Inc | ||||
General information | ||||
Number of shares issued to shareholders | EquityInstruments | 36,726,242 | |||
Nuprim Inc | ||||
General information | ||||
Ordinary shares as consideration | 11,318,439 | |||
Warrants issued | 9,432,033 | |||
Nuprim Inc | AIM | ||||
General information | ||||
Ordinary shares as consideration | 9,805,400 | |||
Warrants issued | 9,432,033 | |||
Nuprim Inc | Motif BioSciences Inc | ||||
General information | ||||
Number of shares issued to shareholders | EquityInstruments | 1,513,040 |
Significant accounting polici_3
Significant accounting policies (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017segment | |
Significant accounting policies | ||
Revenues | $ | $ 0 | |
Number of operating segments | segment | 1 |
Financial risk management - Cre
Financial risk management - Credit risk (Details) - Credit risk - Receivables $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Credit risk | |
Impairment | $ 0 |
Over three months | |
Credit risk | |
Financial assets | $ 0 |
Financial risk management - Liq
Financial risk management - Liquidity risk (Details) - Liquidity risk - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liquidity risk | ||
Financial liabilities | $ 28,426 | $ 39,446 |
Trade payables and accrued liabilities | ||
Liquidity risk | ||
Financial liabilities | 7,207 | 10,890 |
Payable on completion of clinical trial | ||
Liquidity risk | ||
Financial liabilities | 500 | |
Derivative liabilities | ||
Liquidity risk | ||
Financial liabilities | 5,789 | 12,626 |
Term Loan and other non-current (Note 13) | ||
Liquidity risk | ||
Financial liabilities | 15,430 | 15,430 |
Less than 1 year | ||
Liquidity risk | ||
Financial liabilities | 11,862 | 11,390 |
Less than 1 year | Trade payables and accrued liabilities | ||
Liquidity risk | ||
Financial liabilities | 7,207 | 10,890 |
Less than 1 year | Payable on completion of clinical trial | ||
Liquidity risk | ||
Financial liabilities | 500 | |
Less than 1 year | Term Loan and other non-current (Note 13) | ||
Liquidity risk | ||
Financial liabilities | 4,655 | |
Between 1 and 2 years | ||
Liquidity risk | ||
Financial liabilities | 5,642 | 4,700 |
Between 1 and 2 years | Term Loan and other non-current (Note 13) | ||
Liquidity risk | ||
Financial liabilities | 5,642 | 4,700 |
Between 2 and 5 years | ||
Liquidity risk | ||
Financial liabilities | 10,922 | 23,356 |
Between 2 and 5 years | Derivative liabilities | ||
Liquidity risk | ||
Financial liabilities | 5,789 | 12,626 |
Between 2 and 5 years | Term Loan and other non-current (Note 13) | ||
Liquidity risk | ||
Financial liabilities | $ 5,133 | $ 10,730 |
Financial risk management - Mar
Financial risk management - Market risk (Details) $ in Thousands | Dec. 31, 2018USD ($)$ / £ | Dec. 31, 2017USD ($)$ / £ | Nov. 15, 2017 |
Foreign currency risk | |||
Currency risk | |||
Foreign exchange rate | $ / £ | 1.28 | 1.35 | |
Foreign currency risk | Sterling | |||
Currency risk | |||
Sterling - Cash | $ 491 | $ 462 | |
Interest rate risk | Cash and cash equivalents | |||
Interest rate risk | |||
Financial assets | $ 12,300 | ||
Hercules | Term Loan | |||
Interest rate risk | |||
Interest rate (as a percent) | 11.00% | 10.00% | |
Hercules | Term Loan | Interest rate risk | |||
Interest rate risk | |||
Interest rate (as a percent) | 11.00% | 10.00% |
Other income and expense item_2
Other income and expense items - Other income and Breakdown of expenses by nature (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other income and expense items | |||
Gains on settlement of contract disputes | $ 83 | ||
General and administrative expenses | |||
Employee compensation, benefits and share-based payments | $ 3,062 | $ 2,779 | 1,445 |
Director, legal and professional fees | 2,405 | 3,491 | 2,496 |
Investor and public relations advisory fees | 1,180 | 1,283 | 648 |
Other expenses | 988 | 989 | 323 |
Total general and administrative expenses | 7,635 | 8,542 | 4,912 |
Research and development costs | |||
Employee benefits expenses, including share-based payments | 1,153 | 1,469 | 678 |
Contract research organization expenses | 22,066 | 30,446 | |
Chemistry and manufacturing development and other non-clinical development | 3,444 | 2,933 | 2,146 |
Other research and development costs | 6,391 | 3,007 | 1,525 |
Total research and development costs | $ 10,988 | $ 29,475 | $ 34,795 |
Other income and expense item_3
Other income and expense items - Auditors' Remuneration and Finance income and costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Auditors' Remuneration | |||
Audit Fees | $ 435 | $ 526 | $ 871 |
Other Fees | 2 | ||
Total Auditor's Remuneration | 437 | 526 | 871 |
Finance income | |||
Interest from financial assets | 113 | 134 | 70 |
Total finance income | 113 | 134 | 70 |
Finance costs | |||
Interest expense | (1,585) | (200) | (383) |
Accretion of end of term payment | (174) | (22) | |
Amortization of deferred financing costs | (401) | (53) | |
Total finance costs | (2,160) | (275) | (383) |
Net finance costs | $ (2,047) | $ (141) | $ (313) |
Employee numbers and costs (Det
Employee numbers and costs (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)employee | Dec. 31, 2017USD ($)employee | Dec. 31, 2016USD ($)employee | |
Employee numbers and costs | |||
Monthly average number of persons employed | employee | 7 | 8 | 6 |
Wages and salaries | $ 3,040 | $ 2,288 | $ 1,528 |
Social security and other employer costs | 234 | 252 | 67 |
Share based payments | 941 | 1,120 | 120 |
Short term benefits | $ 4,215 | $ 3,660 | $ 1,715 |
Executive | |||
Employee numbers and costs | |||
Monthly average number of persons employed | employee | 2 | 1 | 2 |
Key management personnel | |||
Employee numbers and costs | |||
Monthly average number of persons employed | employee | 5 | 7 | 4 |
Directors' remuneration (Detail
Directors' remuneration (Details) | 12 Months Ended | |||
Dec. 31, 2018GBP (£)$ / £director | Dec. 31, 2018USD ($)$ / £director | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Directors' remuneration | ||||
Salaries and fees | $ 1,610,930 | |||
Bonuses | 514,000 | |||
Social Security | 44,969 | |||
Total | $ 2,169,899 | $ 1,302,678 | $ 1,172,119 | |
Number of directors exercising share options | director | 0 | 0 | ||
Graham Lumsden | ||||
Directors' remuneration | ||||
Salaries and fees | $ 446,250 | |||
Bonuses | 264,000 | |||
Social Security | 16,389 | |||
Total | 726,639 | 567,999 | 488,510 | |
Achieving the operational milestone | 50,000 | |||
Amount of employer 401k pension contributions | 8,100 | |||
Jonathan Gold | ||||
Directors' remuneration | ||||
Salaries and fees | 612,500 | |||
Bonuses | 250,000 | |||
Social Security | 19,017 | |||
Total | 881,517 | 194,004 | 114,094 | |
Amount of employer 401k pension contributions | 8,100 | |||
Robert Bertoldi | ||||
Directors' remuneration | ||||
Salaries and fees | 125,000 | |||
Social Security | 9,563 | |||
Total | 134,563 | 134,563 | 137,783 | |
Amount of employer 401k pension contributions | 3,750 | |||
Richard Morgan | ||||
Directors' remuneration | ||||
Salaries and fees | 113,500 | |||
Total | 113,500 | 113,500 | 177,725 | |
Charlotta Ginman | ||||
Directors' remuneration | ||||
Salaries and fees | 69,680 | |||
Total | £ 52,195 | $ 69,680 | 67,279 | 57,475 |
Average exchange rate | $ / £ | 1.335 | 1.335 | ||
Zaki Hosny | ||||
Directors' remuneration | ||||
Salaries and fees | $ 62,500 | |||
Total | 62,500 | 63,000 | 57,475 | |
Mary Lake Polan | ||||
Directors' remuneration | ||||
Salaries and fees | 60,000 | |||
Total | 60,000 | 60,000 | 54,094 | |
John Stakes | ||||
Directors' remuneration | ||||
Total | 30,869 | |||
Bruce Williams | ||||
Directors' remuneration | ||||
Salaries and fees | 64,000 | |||
Total | 64,000 | 64,000 | $ 54,094 | |
Craig T. Albanese | ||||
Directors' remuneration | ||||
Salaries and fees | 57,500 | |||
Total | $ 57,500 | $ 38,333 |
Directors' remuneration - Right
Directors' remuneration - Rights to subscribe for shares (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)OptionsOption | Dec. 31, 2017OptionsOption | |
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | Option | 17,065,534 | 15,563,182 |
Granted (in shares) | Option | 5,050,000 | 5,800,000 |
Outstanding at the end of the year (in shares) | Option | 18,387,038 | 17,065,534 |
Exercise price (in dollars per share) | $ | $ 0.49 | |
Richard Morgan | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 582,344 | |
Outstanding at the end of the year (in shares) | 582,344 | 582,344 |
Richard Morgan | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 73,215 | |
Outstanding at the end of the year (in shares) | 73,215 | 73,215 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Richard Morgan | Granted on January 1, 2011 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 6,179 | |
Outstanding at the end of the year (in shares) | 6,179 | 6,179 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Richard Morgan | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 502,950 | |
Outstanding at the end of the year (in shares) | 502,950 | 502,950 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Craig T. Albanese | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 100,000 | |
Outstanding at the end of the year (in shares) | 100,000 | 100,000 |
Craig T. Albanese | Granted on May 4, 2017 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 100,000 | |
Outstanding at the end of the year (in shares) | 100,000 | 100,000 |
Exercise price (in dollars per share) | $ | $ 0.44 | |
Robert Bertoldi | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 305,362 | |
Outstanding at the end of the year (in shares) | 305,362 | 305,362 |
Robert Bertoldi | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 53,887 | |
Outstanding at the end of the year (in shares) | 53,887 | 53,887 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Robert Bertoldi | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,475 | |
Outstanding at the end of the year (in shares) | 251,475 | 251,475 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Charlotta Ginman | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,475 | |
Outstanding at the end of the year (in shares) | 251,475 | 251,475 |
Charlotta Ginman | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,475 | |
Outstanding at the end of the year (in shares) | 251,475 | 251,475 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Jonathan Gold | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 330,941 | |
Granted (in shares) | 1,000,000 | |
Outstanding at the end of the year (in shares) | 1,330,941 | 330,941 |
Jonathan Gold | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 73,502 | |
Outstanding at the end of the year (in shares) | 73,502 | 73,502 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Jonathan Gold | Granted on January 1, 2011 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 5,964 | |
Outstanding at the end of the year (in shares) | 5,964 | 5,964 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Jonathan Gold | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,475 | |
Outstanding at the end of the year (in shares) | 251,475 | 251,475 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Jonathan Gold | Granted on February 28, 2018 | ||
Directors' remuneration | ||
Granted (in shares) | 1,000,000 | |
Outstanding at the end of the year (in shares) | 1,000,000 | |
Exercise price (in dollars per share) | $ | $ 0.50 | |
Zaki Hosny | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 430,094 | |
Outstanding at the end of the year (in shares) | 430,094 | 430,094 |
Zaki Hosny | Granted on June 18, 2009 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 53,888 | |
Outstanding at the end of the year (in shares) | 53,888 | 53,888 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Zaki Hosny | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 14,370 | |
Outstanding at the end of the year (in shares) | 14,370 | 14,370 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Zaki Hosny | Granted on January 1, 2011 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 2,587 | |
Outstanding at the end of the year (in shares) | 2,587 | 2,587 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Zaki Hosny | Granted on January 30, 2013 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 107,774 | |
Outstanding at the end of the year (in shares) | 107,774 | 107,774 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Zaki Hosny | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,475 | |
Outstanding at the end of the year (in shares) | 251,475 | 251,475 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Graham Lumsden | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 5,148,800 | |
Granted (in shares) | 3,000,000 | |
Outstanding at the end of the year (in shares) | 8,148,800 | 5,148,800 |
Graham Lumsden | Granted on May 25, 2013 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 574,800 | |
Outstanding at the end of the year (in shares) | 574,800 | 574,800 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Graham Lumsden | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 2,874,000 | |
Outstanding at the end of the year (in shares) | 2,874,000 | 2,874,000 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Graham Lumsden | Granted on February 7, 2017 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 1,000,000 | |
Outstanding at the end of the year (in shares) | 1,000,000 | 1,000,000 |
Exercise price (in dollars per share) | $ | $ 0.33 | |
Graham Lumsden | Granted on February 7, 2017 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 700,000 | |
Outstanding at the end of the year (in shares) | 700,000 | 700,000 |
Exercise price (in dollars per share) | $ | $ 0.33 | |
Graham Lumsden | Granted on February 28, 2018 | ||
Directors' remuneration | ||
Granted (in shares) | 2,000,000 | |
Outstanding at the end of the year (in shares) | 2,000,000 | |
Exercise price (in dollars per share) | $ | $ 0.50 | |
Graham Lumsden | Granted on February 28, 2018 | ||
Directors' remuneration | ||
Granted (in shares) | 1,000,000 | |
Outstanding at the end of the year (in shares) | 1,000,000 | |
Exercise price (in dollars per share) | $ | $ 0.50 | |
Mary Lake Polan | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 323,971 | |
Outstanding at the end of the year (in shares) | 323,971 | 323,971 |
Mary Lake Polan | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 67,036 | |
Outstanding at the end of the year (in shares) | 67,036 | 67,036 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Mary Lake Polan | Granted on January 1, 2011 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 5,461 | |
Outstanding at the end of the year (in shares) | 5,461 | 5,461 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Mary Lake Polan | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,474 | |
Outstanding at the end of the year (in shares) | 251,474 | 251,474 |
Exercise price (in dollars per share) | $ | $ 0.14 | |
Bruce Williams | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 422,118 | |
Outstanding at the end of the year (in shares) | 422,118 | 422,118 |
Bruce Williams | Granted on January 1, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 67,252 | |
Outstanding at the end of the year (in shares) | 67,252 | 67,252 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Bruce Williams | Granted on January 16, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 28,740 | |
Outstanding at the end of the year (in shares) | 28,740 | 28,740 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Bruce Williams | Granted on November 15, 2010 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 71,850 | |
Outstanding at the end of the year (in shares) | 71,850 | 71,850 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Bruce Williams | Granted on January 1, 2011 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 2,802 | |
Outstanding at the end of the year (in shares) | 2,802 | 2,802 |
Exercise price (in dollars per share) | $ | $ 0.70 | |
Bruce Williams | Granted on December 4, 2014 | ||
Directors' remuneration | ||
Outstanding at the beginning of the year (in shares) | 251,474 | |
Outstanding at the end of the year (in shares) | 251,474 | 251,474 |
Exercise price (in dollars per share) | $ | $ 0.14 |
Income tax expense (Details)
Income tax expense (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income tax expense | |||||
Current tax expense | $ 9 | $ 22 | |||
U.K. corporation tax rate | 19.00% | 21.00% | 19.00% | 19.00% | 19.00% |
Loss on ordinary activities before taxation | $ (13,976) | $ (44,788) | $ (40,324) | ||
U.K. Corporation tax at 19% | 921 | (1,571) | (450) | ||
Overseas tax at higher rate | (3,953) | (7,669) | (12,955) | ||
Effects of: | |||||
Unrecognized losses | (3,032) | (9,240) | $ (13,405) | ||
Other adjustments-overseas taxes | 9 | 22 | |||
Total tax charge | 9 | 22 | |||
U.K. | |||||
Income tax expense | |||||
Loss on ordinary activities before taxation | 4,800 | ||||
Effects of: | |||||
Unrecognized cumulative net deferred tax asset | 1,300 | ||||
Cumulative historical losses | 12,200 | ||||
Cumulative net operating losses | 115,400 | ||||
Overseas taxes | |||||
Income tax expense | |||||
Current tax expense | $ 9 | $ 22 |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic | |||
Loss for the year | $ (13,985) | $ (44,810) | $ (40,324) |
Basic weighted average shares in issue | 284,530,534 | 231,530,091 | 116,558,191 |
Basic loss per share | $ (0.05) | $ (0.19) | $ (0.35) |
Diluted | |||
Loss for the year | $ (13,985) | $ (44,810) | $ (40,324) |
Effect of dilutive securities: liability-classified warrants | (6,654) | ||
Diluted net loss | $ (20,639) | $ (44,810) | $ (40,324) |
Weighted average number of ordinary shares, basic | 284,530,534 | 231,530,091 | 116,558,191 |
Incremental dilutive shares from liability-classified warrants (treasury stock method) | 2,601,154 | ||
Weighted average shares in issue - diluted | 287,131,688 | 231,530,091 | 116,558,191 |
Diluted net loss | $ (0.07) | $ (0.19) | $ (0.35) |
Potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding | 31,265,982 | 66,465,481 | 12,536,721 |
Warrants | |||
Diluted | |||
Potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding | 12,878,944 | 49,399,947 | 5,726,364 |
Share options | |||
Diluted | |||
Potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding | 18,387,038 | 17,065,534 | 6,810,357 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets | ||
Intangible assets | $ 6,196 | $ 6,196 |
Changes in intangible assets | ||
Intangible assets other than goodwill at beginning of period | 6,196 | 6,196 |
Intangible assets other than goodwill at end of period | 6,196 | 6,196 |
Cost | ||
Intangible assets | ||
Intangible assets | 6,196 | 6,196 |
Changes in intangible assets | ||
Intangible assets other than goodwill at beginning of period | $ 6,196 | 6,196 |
Intangible assets other than goodwill at end of period | $ 6,196 |
Intangible assets - Acquisition
Intangible assets - Acquisition of exclusive rights (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)£ / shares | Dec. 31, 2018USD ($)shares | |
Indefinite lived intangible asset | ||
Purchase consideration: | ||
Impairment loss | $ 0 | |
Nuprim Inc | ||
Intangible assets | ||
Ordinary shares as consideration | shares | 11,318,439 | |
Ordinary shares as consideration (per share) | £ / shares | £ 0.20 | |
Warrants issued | shares | 9,432,033 | |
Warrants issued (per share) | £ / shares | £ 0.20 | |
Discount | £ 0 | $ 0 |
Purchase consideration: | ||
Ordinary shares in Motif Bio plc | 3,356,000 | 3,356,000 |
Warrants to subscribe for ordinary shares in Motif Bio plc | 2,340,000 | 2,340,000 |
Total purchase consideration | 5,696,000 | 5,696,000 |
Iclaprim assets | 6,196,000 | 6,196,000 |
Milestone payment | (500,000) | (500,000) |
Net assets acquired | £ 5,696,000 | 5,696,000 |
Amortisation expense | $ 0 |
Prepaid expenses and other re_3
Prepaid expenses and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid expenses and other receivables | ||
Prepayments and other receivables | $ 231 | $ 318 |
Collateral held as security | $ 0 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||||
Cash and cash equivalents at bank | $ 12,279 | $ 22,651 | ||
Cash and cash equivalents at bank | $ 12,279 | $ 22,651 | $ 21,830 | $ 28,595 |
Trade payables and accrued li_3
Trade payables and accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trade payables and accrued liabilities | ||
Trade payables | $ 3,169 | $ 6,464 |
Other payable | 124 | |
Trade payables and accrued liabilities | 7,207 | 10,890 |
Contract research organization | ||
Trade payables and accrued liabilities | ||
Trade payables | 2,300 | 5,700 |
Accrued expenses | 74 | 1,294 |
Other | ||
Trade payables and accrued liabilities | ||
Accrued expenses | 3,964 | 3,008 |
iclaprim | ||
Trade payables and accrued liabilities | ||
Accrued expenses | $ 2,400 | $ 1,300 |
Interest bearing loans and bo_3
Interest bearing loans and borrowings (Details) $ / shares in Units, $ in Thousands | May 18, 2019USD ($) | Mar. 22, 2019 | Feb. 17, 2019USD ($) | Nov. 15, 2017USD ($)tranche$ / sharesshares | Nov. 14, 2017$ / sharesshares | Nov. 23, 2016shares | Nov. 18, 2016USD ($) | Jan. 31, 2018shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Interest bearing loans and borrowings | |||||||||||
Term loan, non-current | $ 10,345 | $ 15,000 | |||||||||
Unamortized deferred financing costs | (214) | (943) | |||||||||
Net non-current | 10,131 | 14,057 | |||||||||
Term loan, current portion | 4,655 | ||||||||||
Unamortized deferred financing costs | (328) | ||||||||||
Net current portion | 4,327 | ||||||||||
Maximum cash resources that can be held outside the united states. | $ 800 | ||||||||||
Number of ordinary shares for one ADS | shares | 20 | 20 | |||||||||
Interest expense | $ 2,160 | 275 | $ 383 | ||||||||
Cash interest expense | 1,585 | 200 | 383 | ||||||||
Accretion expense | 174 | 22 | |||||||||
Amortization expense | 401 | 53 | |||||||||
Proceeds from issuing shares | $ 21,500 | $ 13,422 | $ 25,417 | $ 24,996 | |||||||
ADS | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Number of ordinary shares for one ADS | shares | 20 | ||||||||||
Term Loan | Hercules | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Term Loan | $ 15,000 | ||||||||||
Debt financing | $ 20,000 | ||||||||||
Number of tranches | tranche | 2 | ||||||||||
Remaining borrowing capacity | $ 5,000 | ||||||||||
Interest-only period (in months) | 15 months | ||||||||||
Capital and interest repayment period (in months) | 30 months | ||||||||||
Interest rate (as a percent) | 10.00% | 11.00% | |||||||||
Total loan capacity subject to a term charge (as a percent) | 2.15% | ||||||||||
Term charge of loan | $ 400 | ||||||||||
Number of ordinary shares for one ADS | shares | 20 | ||||||||||
Fees incurred in connection with warrants | 500 | ||||||||||
Fair value of warrants issued | 400 | ||||||||||
Interest expense | 2,200 | ||||||||||
Cash interest expense | 1,600 | ||||||||||
Accretion expense | 200 | ||||||||||
Amortization expense | 400 | ||||||||||
Term Loan | Hercules | Maximum | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Right to participate in any subsequent financing | $ 1,000 | ||||||||||
Term Loan | ADS | Hercules | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Number of securities called by warrants | shares | 73,452 | 73,452 | |||||||||
Exercise price of warrants | $ / shares | $ 9.53 | $ 9.53 | |||||||||
Warrants issued, in terms of loan coverage (as a percent) | 3.50% | 3.50% | |||||||||
Amendment, Term Loan | Hercules | Borrowings transactions | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Term Loan | 15,000 | ||||||||||
Interest-only period (in months) | 3 months | ||||||||||
Additional interest only period (in months) | 1 month | ||||||||||
Repayment period | 90 days | ||||||||||
Repayments of borrowings | $ 500 | $ 7,000 | $ 7,500 | ||||||||
Amendment, Term Loan | Hercules | Minimum | Borrowings transactions | |||||||||||
Interest bearing loans and borrowings | |||||||||||
Proceeds from issuing shares | $ 2,000 |
Warrants - Warrant activity (De
Warrants - Warrant activity (Details) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2018GBP (£)EquityInstrumentsshares | Jan. 31, 2018USD ($)EquityInstrumentsshares | Dec. 31, 2018GBP (£)EquityInstrumentsshares | Dec. 31, 2018USD ($)EquityInstrumentsshares | Dec. 31, 2018USD ($)EquityInstrumentsshares | Dec. 31, 2017GBP (£) | Dec. 31, 2017USD ($) | |
Warrants | |||||||
Number of shares per each American Depository Share | shares | 20 | 20 | 20 | 20 | |||
Ordinary warrants | |||||||
Number of Warrants | |||||||
Outstanding as of January 1, 2018 | 22,672,867 | 22,672,867 | 22,672,867 | 22,672,867 | |||
Exercised | (757,315) | (757,315) | |||||
Outstanding as of December 31, 2018 | 21,915,552 | 21,915,552 | |||||
Weighted Average Exercise Price | |||||||
Outstanding as of January 1, 2018 | £ | £ 0.272 | £ 0.272 | |||||
Exercised | £ | 0.246 | ||||||
Outstanding as of December 31, 2018 | £ | £ 0.273 | ||||||
Ordinary shares classified as liability | shares | 10,505,648 | 10,505,648 | |||||
Exercise Price | £ | £ 0.322 | £ 0.322 | |||||
Ordinary Shares Expiration April 2, 2020 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 1,367,089 | 1,367,089 | |||||
Exercise Price | £ | £ 0.20 | ||||||
Ordinary Shares Expiration July 21, 2020 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 1,082,384 | 1,082,384 | |||||
Exercise Price | £ | £ 0.50 | ||||||
Ordinary Shares Expiration November 23, 2021 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 10,505,648 | 10,505,648 | |||||
Exercise Price | £ | £ 0.322 | ||||||
Ordinary Shares Expiration April 2, 2025 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 8,960,431 | 8,960,431 | |||||
Exercise Price | £ | £ 0.20 | ||||||
Ordinary Shares Expiration between April 2, 2020 and April 2, 2025 | |||||||
Weighted Average Exercise Price | |||||||
Ordinary shares classified as equity | shares | 11,881,506 | 11,881,506 | |||||
ADS warrants | |||||||
Warrants | |||||||
Number of shares per each American Depository Share | shares | 20 | 20 | |||||
Number of Warrants | |||||||
Outstanding as of January 1, 2018 | 1,336,354 | 1,336,354 | 1,336,354 | 1,336,354 | |||
Outstanding as of December 31, 2018 | 1,336,354 | 1,336,354 | |||||
Weighted Average Exercise Price | |||||||
Outstanding as of January 1, 2018 | $ | $ 8.08 | $ 8.08 | |||||
Outstanding as of December 31, 2018 | $ | $ 8.08 | ||||||
Ordinary shares classified as liability | shares | 1,336,354 | 1,336,354 | |||||
Number of securities called by warrants | shares | 60,000 | 60,000 | |||||
Warrants vested and exercisable | shares | 10,000 | 10,000 | |||||
Exercise Price | $ | $ 8.08 | $ 8.08 | |||||
ADS Expiration November 23, 2021 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 1,202,902 | 1,202,902 | |||||
Exercise Price | $ | $ 8.03 | ||||||
ADS Expiration July 31, 2022 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 10,000 | 10,000 | |||||
Exercise Price | $ | $ 7.26 | ||||||
ADS Expiration November 14, 2022 | |||||||
Weighted Average Exercise Price | |||||||
Number Outstanding and Exercisable (in shares) | 73,452 | 73,452 | |||||
Exercise Price | $ | $ 9.53 |
Warrants - Liability classified
Warrants - Liability classified warrants (Details) | Nov. 15, 2017$ / sharesshares | Nov. 14, 2017USD ($)£ / shares$ / sharesshares | Aug. 01, 2017USD ($)$ / sharesshares | Nov. 23, 2016USD ($)£ / sharesshares | Nov. 23, 2016USD ($)$ / sharesshares | Jan. 31, 2018shares | Dec. 31, 2018USD ($)£ / shares$ / sharesshares | Dec. 31, 2017USD ($)£ / shares$ / shares | Dec. 31, 2018GBP (£)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017GBP (£)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Nov. 18, 2016shares |
Warrants | ||||||||||||||
Number of ordinary shares for one ADS | 20 | 20 | ||||||||||||
Derivative liabilities | $ | $ 5,789,000 | $ 12,626,000 | $ 5,798,000 | |||||||||||
Ordinary shares | ||||||||||||||
Warrants | ||||||||||||||
Number of shares issued | 22,863,428 | 22,863,428 | 296,660,243 | 296,660,243 | 263,519,128 | 263,519,128 | 195,741,528 | 71,633,248 | ||||||
Share price per share/warrant combination | £ / shares | £ 0.28 | |||||||||||||
ADS | ||||||||||||||
Warrants | ||||||||||||||
Number of shares issued | 2,438,491 | 2,438,491 | ||||||||||||
Share price per share/warrant combination | $ / shares | $ 6.98 | |||||||||||||
Number of ordinary shares for one ADS | 20 | 20 | ||||||||||||
ADS warrants | ||||||||||||||
Warrants | ||||||||||||||
Number of warrants issued | 1,219,246 | 1,219,246 | ||||||||||||
Number of ordinary shares for one ADS | 20 | |||||||||||||
Warrants exercise price | $ / shares | 8.03 | |||||||||||||
Number of securities called by warrants | 60,000 | 60,000 | ||||||||||||
Derivative liabilities | $ | £ 3,800,000 | $ 3,800,000 | ||||||||||||
Fair value of derivative liability | $ | $ 3,800,000 | $ 8,900,000 | ||||||||||||
Share price | $ / shares | 6.59 | 10.81 | ||||||||||||
Exercise price | $ | $ 8.08 | $ 8.08 | ||||||||||||
Expected volatility | 75.00% | 76.00% | ||||||||||||
Number of periods to exercise | 2.98 | 3.97 | ||||||||||||
Risk-free rate | 2.46% | 2.10% | ||||||||||||
Performance warrant | ||||||||||||||
Warrants | ||||||||||||||
Exercise price of warrants | $ / shares | $ 7.26 | |||||||||||||
Number of securities called by warrants | 60,000 | |||||||||||||
Number of warrants vested at the time of issuance | 5,000 | |||||||||||||
Number of warrants vested upon satisfying performance conditions | 55,000 | |||||||||||||
Number of warrants vested | 10,000 | |||||||||||||
Derivative liabilities | $ | $ 100,000 | |||||||||||||
Share price | $ / shares | 7.26 | |||||||||||||
Exercise price | $ | $ 7.26 | |||||||||||||
Expected volatility | 70.00% | |||||||||||||
Number of periods to exercise | 5 | |||||||||||||
Risk-free rate | 1.80% | |||||||||||||
Ordinary warrants | ||||||||||||||
Warrants | ||||||||||||||
Number of warrants issued | 11,431,714 | 11,431,714 | ||||||||||||
Warrants exercise price | £ / shares | 0.322 | |||||||||||||
Derivative liabilities | $ | £ 1,800,000 | $ 1,800,000 | ||||||||||||
Fair value of derivative liability | $ | $ 2,000,000 | $ 3,700,000 | ||||||||||||
Share price | £ / shares | 0.31 | 0.41 | ||||||||||||
Exercise price | £ | £ 0.322 | £ 0.322 | ||||||||||||
Expected volatility | 74.00% | 76.00% | ||||||||||||
Number of periods to exercise | 2.90 | 3.90 | ||||||||||||
Risk-free rate | 2.46% | 2.09% | ||||||||||||
Term Loan | Hercules | ||||||||||||||
Warrants | ||||||||||||||
Number of ordinary shares for one ADS | 20 | |||||||||||||
Derivative liabilities | $ | $ 400,000 | |||||||||||||
Share price | £ / shares | 9.53 | |||||||||||||
Exercise price | $ | $ 9.53 | |||||||||||||
Expected volatility | 72.00% | |||||||||||||
Number of periods to exercise | 5 | |||||||||||||
Risk-free rate | 2.06% | |||||||||||||
Term Loan | Hercules | ADS | ||||||||||||||
Warrants | ||||||||||||||
Warrants issued, in terms of loan coverage (as a percent) | 3.50% | 3.50% | ||||||||||||
Exercise price of warrants | $ / shares | $ 9.53 | $ 9.53 | ||||||||||||
Number of securities called by warrants | 73,452 | 73,452 |
Warrants - Liability classifi_2
Warrants - Liability classified warrant activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants | ||
Balance at beginning of the period | $ 12,626 | $ 5,798 |
Issued during the year | 529 | |
Exercised during the year | (84) | (285) |
Impact of foreign exchange | (99) | 192 |
Loss from revaluation of derivative liabilities | 6,392 | |
Gain from revaluation of derivative liabilities | (6,654) | |
Balance at end of the period | $ 5,789 | $ 12,626 |
Share based payments - Share Op
Share based payments - Share Option Plan (Details) | Apr. 01, 2015Options | Dec. 31, 2018USD ($)OptionY | Dec. 31, 2017USD ($)OptionY |
Number and weighted average exercise prices of share options | |||
Outstanding at the beginning of the year (in shares) | Option | 17,065,534 | 15,563,182 | |
Granted during the year (in shares) | Option | 5,050,000 | 5,800,000 | |
Forfeited during the year (in shares) | Option | (2,656,116) | (4,153,948) | |
Cancelled during the year (in shares) | Option | (946,644) | ||
Exercised during the year (in shares) | Option | (125,736) | (143,700) | |
Outstanding at the end of the year (in shares) | Option | 18,387,038 | 17,065,534 | |
Outstanding at the beginning of the year (in dollars) | $ 0.32 | $ 0.37 | |
Granted during the year (in dollars) | 0.49 | 0.33 | |
Forfeited during the year (in dollars) | 0.34 | 0.53 | |
Cancelled during the year (in dollars) | 0.56 | ||
Exercised during the year (in dollars) | 0.14 | 0.14 | |
Outstanding at the end of the year (in dollars) | $ 0.34 | $ 0.32 | |
Number of options exercisable (in shares) | Option | 12,360,958 | ||
Weighted average exercise price, exercisable (in dollars) | $ 0.30 | ||
Weighted average contractual term of options outstanding (in years) | Y | 6.7 | 7 | |
Weighted average remaining contractual term of options exercisable (in years) | 5 years 10 months 24 days | ||
Weighted-average fair value of options granted | $ 0.40 | ||
New Plan | |||
Share based payments | |||
Options exercisable | Options | 0 | ||
Expiration period | 10 years | ||
Minimum | |||
Number and weighted average exercise prices of share options | |||
Exercise price | 0.14 | ||
Maximum | |||
Number and weighted average exercise prices of share options | |||
Exercise price | $ 0.91 |
Share based payments - Weighted
Share based payments - Weighted-average assumptions (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)Y | |
Share based payments | |
Share price | $ 0.49 |
Exercise price | $ 0.49 |
Expected volatility | 77.34% |
Term | Y | 10 |
Risk free rate | 2.87% |
Share based payments - Stock-ba
Share based payments - Stock-based payments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share based payments | ||||
Share-based payment expense | $ 941 | $ 1,708 | $ 513 | |
Stock based compensation expense understated | $ 1,200 | |||
General and administrative expense | ||||
Share based payments | ||||
Share-based payment expense | 750 | 1,143 | $ 513 | |
Increase in expense due to out-of-period correction | 800 | |||
Research and development expense | ||||
Share based payments | ||||
Share-based payment expense | $ 191 | 565 | ||
Increase in expense due to out-of-period correction | $ 400 |
Share capital (Details)
Share capital (Details) $ in Thousands | May 17, 2018USD ($)£ / shares | Jun. 23, 2017USD ($)£ / sharesshares | Nov. 18, 2016USD ($)shares | Jun. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Jul. 31, 2017USD ($) | Jun. 30, 2017USD ($)£ / shares | May 31, 2017USD ($) | Jan. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Jun. 30, 2018£ / sharesshares | May 17, 2018£ / sharesshares | Nov. 30, 2017£ / sharesshares | Jul. 31, 2017£ / sharesshares | Jun. 30, 2017£ / sharesshares | May 31, 2017£ / sharesshares | Jan. 31, 2017£ / sharesshares | Nov. 23, 2016shares |
Shares issued | |||||||||||||||||||||
Shares issued (in value) | $ 4,032 | $ 3,589 | |||||||||||||||||||
Shares issued during the period (in value) | 13,422 | 25,417 | $ 19,599 | ||||||||||||||||||
Net proceeds from issuance of shares | $ 21,500 | $ 13,422 | $ 25,417 | $ 24,996 | |||||||||||||||||
Ordinary shares | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Number of shares issued | shares | 71,633,248 | 296,660,243 | 263,519,128 | 195,741,528 | 22,863,428 | ||||||||||||||||
Shares issued (in value) | $ 4,032 | $ 3,589 | $ 2,728 | ||||||||||||||||||
Ordinary shares issued, January 2017 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 143,700 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 2 | ||||||||||||||||||||
Ordinary shares issued, May 2017 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 326,880 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 4 | ||||||||||||||||||||
Ordinary shares issued, June 2017 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 66,666,667 | 66,666,667 | |||||||||||||||||||
Shares issued during the period (in value) | $ 847 | ||||||||||||||||||||
Net proceeds from issuance of shares | $ 23,700 | ||||||||||||||||||||
Share price | £ / shares | 0.30 | 0.30 | |||||||||||||||||||
Ordinary shares issued, July 2017 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 250,000 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 3 | ||||||||||||||||||||
Ordinary shares issued, November 2017 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 390,353 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 5 | ||||||||||||||||||||
Ordinary shares issued, January through June 2018 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 757,315 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 9 | ||||||||||||||||||||
Ordinary shares issued, May 17, 2018 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 32,258,064 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 433 | ||||||||||||||||||||
Net proceeds from issuance of shares | $ 12,700 | ||||||||||||||||||||
Share price | £ / shares | 0.31 | ||||||||||||||||||||
Ordinary shares issued, June 2018 | |||||||||||||||||||||
Shares issued | |||||||||||||||||||||
Par value per share | £ / shares | £ 1 | ||||||||||||||||||||
Number of shares issued | shares | 125,736 | ||||||||||||||||||||
Shares issued during the period (in value) | $ 1 |
Financial assets and financia_3
Financial assets and financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial liabilities at amortized cost | ||
Financial assets and financial liabilities | ||
Financial liabilities | $ 12,996 | $ 24,016 |
Financial liabilities at amortized cost | Trade payables and accrued liabilities | ||
Financial assets and financial liabilities | ||
Financial liabilities | 7,207 | 10,890 |
Financial liabilities at amortized cost | Payable on completion of clinical trial | ||
Financial assets and financial liabilities | ||
Financial liabilities | 500 | |
Financial liabilities at amortized cost | Derivative liabilities | ||
Financial assets and financial liabilities | ||
Financial liabilities | 5,789 | 12,626 |
Financial assets at amortized cost | ||
Financial assets and financial liabilities | ||
Financial assets | 12,510 | 22,969 |
Financial assets at amortized cost | Prepaid expenses and other receivables | ||
Financial assets and financial liabilities | ||
Financial assets | 231 | 318 |
Financial assets at amortized cost | Cash and cash equivalents | ||
Financial assets and financial liabilities | ||
Financial assets | $ 12,279 | $ 22,651 |
Financial assets and financia_4
Financial assets and financial liabilities - Transfers of fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Financial assets and financial liabilities | ||
Transfer of financial assets fair value from Level 1 to Level 2 | $ 0 | $ 0 |
Transfer of financial assets fair value from Level 2 to Level 1 | 0 | 0 |
Financial assets fair value transfer into Level 3 | 0 | 0 |
Financial assets fair value transfer out of Level 3 | 0 | 0 |
Transfer of financial liabilities fair value from Level 1 to Level 2 | 0 | 0 |
Transfer of financial liabilities fair value from Level 2 to Level 1 | 0 | 0 |
Financial liabilities fair value transfer into Level 3 | 0 | 0 |
Financial liabilities fair value transfer out of Level 3 | $ 0 | $ 0 |
Subsidiaries (Details)
Subsidiaries (Details) - Motif BioSciences Inc | 12 Months Ended |
Dec. 31, 2018 | |
Subsidiaries | |
Percentage shareholding | 100.00% |
Percentage voting power | 100.00% |
Related party transactions (Det
Related party transactions (Details) | Dec. 31, 2018 |
Amphion Group | |
Directors' remuneration | |
Ordinary shares held by the related parties (in percentage) | 8.51% |
Related party transactions - Ag
Related party transactions - Agreements (Details) - USD ($) | Apr. 07, 2017 | Sep. 07, 2016 | Jul. 01, 2016 | Apr. 13, 2016 | Nov. 01, 2015 | Apr. 01, 2015 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Advisory and Consultancy Agreement | Amphion Innovations US Inc | ||||||||||||
Directors' remuneration | ||||||||||||
Consideration for services | $ 120,000 | $ 120,000 | $ 120,000 | |||||||||
Annual consideration for services | $ 120,000 | |||||||||||
Advance written notice period for termination of agreement (in days) | 90 days | |||||||||||
Consultancy Agreement | Amphion Innovations US Inc | ||||||||||||
Directors' remuneration | ||||||||||||
Consideration for services | 170,500 | $ 19,633 | ||||||||||
Monthly consideration for services | $ 15,500 | |||||||||||
Initial agreement term (in months) | 12 months | |||||||||||
Consultancy Agreement | Amphion Innovations plc | ||||||||||||
Directors' remuneration | ||||||||||||
Consideration for services | $ 125,000 | $ 125,000 | ||||||||||
Annual consideration for services | $ 75,000 | $ 180,000 | $ 125,000 | |||||||||
Written notice period for renewal of agreement(in days) | 90 days | |||||||||||
Monthly consideration for services | $ 5,000 | |||||||||||
Initial agreement term (in months) | 12 months | |||||||||||
Advance written notice period for termination of agreement (in days) | 90 days | |||||||||||
Consultancy Agreement | Jonathan Gold | ||||||||||||
Directors' remuneration | ||||||||||||
Monthly consideration for services | $ 16,167 | $ 10,000 | ||||||||||
Initial agreement term (in months) | 12 months | 6 months | ||||||||||
Advance written notice period for termination of agreement (in days) | 30 days | 30 days |
Subsequent events (Details)
Subsequent events (Details) $ in Thousands | May 18, 2019USD ($) | Mar. 25, 2019USD ($)£ / sharesshares | Mar. 22, 2019 | Feb. 17, 2019USD ($) | Nov. 18, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Subsequent events | ||||||||
Net proceeds from issuance of shares | $ 21,500 | $ 13,422 | $ 25,417 | $ 24,996 | ||||
Payments for share issue costs | $ 3,500 | 749 | $ 1,734 | $ 3,370 | ||||
Borrowings transactions | Amendment, Term Loan | Hercules | ||||||||
Subsequent events | ||||||||
Repayments of borrowings | $ 500 | $ 7,000 | $ 7,500 | |||||
Repayment period | 90 days | |||||||
Interest-only period (in months) | 3 months | |||||||
Additional interest only period (in months) | 1 month | |||||||
Borrowings transactions | Amendment, Term Loan | Hercules | Minimum | ||||||||
Subsequent events | ||||||||
Net proceeds from issuance of shares | $ 2,000 | |||||||
Major ordinary share transactions | ||||||||
Subsequent events | ||||||||
Net proceeds from issuance of shares | $ 3,300 | |||||||
Payments for share issue costs | $ 300 | |||||||
Number of shares issued | shares | 45,000,000 | |||||||
Share price | £ / shares | 0.06 |