Document Entity Information Sta
Document Entity Information Statement | 3 Months Ended |
Dec. 31, 2018shares | |
Document Information [Abstract] | |
Entity Registrant Name | Autolus Therapeutics plc |
Entity Central Index Key | 1,730,463 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,019 |
Document Fiscal Period Focus | Q1 |
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 Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | true |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 40,145,617 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Current assets: | |||
Cash | $ 217,450,000 | $ 246,984,000 | $ 137,070,000 |
Restricted cash | 105,000 | 105,000 | 0 |
Prepaid expenses and other current assets | 15,411,000 | 12,189,000 | 5,412,000 |
Total current assets | 232,966,000 | 259,278,000 | 142,482,000 |
Non-current assets: | |||
Property and equipment, net | 19,968,000 | 13,528,000 | 6,180,000 |
Long-term deposits | 1,276,000 | 0 | 0 |
Intangible assets, net | 0 | 399,000 | 0 |
Total assets | 254,210,000 | 273,205,000 | 148,662,000 |
Current liabilities: | |||
Accounts payable | 2,022,000 | 3,036,000 | 1,946,000 |
Accrued expenses and other liabilities | 19,054,000 | 14,103,000 | 3,087,000 |
Total current liabilities | 21,076,000 | 17,139,000 | 5,033,000 |
Non-current liabilities: | |||
Long-term lease incentive obligation | 207,000 | 221,000 | 265,000 |
Other long-term payables | 285,000 | 380,000 | 763,000 |
Total liabilities | 21,568,000 | 17,740,000 | 6,061,000 |
Shareholders' equity: | |||
Additional paid-in capital | 361,311,000 | 357,918,000 | 194,351,000 |
Accumulated other comprehensive loss | (15,488,000) | (9,920,000) | (3,849,000) |
Accumulated deficit | (113,301,000) | (92,653,000) | (47,902,000) |
Total shareholders' equity | 232,642,000 | 255,465,000 | 142,601,000 |
Total liabilities and shareholders' equity | 254,210,000 | 273,205,000 | 148,662,000 |
Ordinary shares | |||
Shareholders' equity: | |||
Shares value | 2,000 | 2,000 | 1,000 |
Deferred Shares | |||
Shareholders' equity: | |||
Shares value | 0 | 0 | 0 |
Deferred B shares | |||
Shareholders' equity: | |||
Shares value | 118,000 | 118,000 | 0 |
Deferred C shares | |||
Shareholders' equity: | |||
Shares value | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2018£ / sharesshares | Dec. 31, 2018$ / sharesshares | Sep. 30, 2018£ / sharesshares | Sep. 30, 2018$ / sharesshares | Sep. 30, 2017$ / sharesshares |
Ordinary shares | |||||
Shareholders' equity: | |||||
Common stock, par value (usd/gbp per share) | $ / shares | $ 0.000042 | $ 0.000042 | $ 0.000042 | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 37,426,509 |
Common stock, shares, issued (shares) | 40,145,617 | 40,145,617 | 40,146,182 | 40,146,182 | 29,962,741 |
Common stock, shares outstanding (shares) | 40,145,617 | 40,145,617 | 40,146,182 | 40,146,182 | 29,962,741 |
Deferred Shares | |||||
Shareholders' equity: | |||||
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00001 | £ 0.00001 | |||
Common stock, shares authorized (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 0 |
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 0 |
Common stock, shares outstanding (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 0 |
Deferred B shares | |||||
Shareholders' equity: | |||||
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00099 | £ 0.00099 | |||
Common stock, shares authorized (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 0 |
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 0 |
Common stock, shares outstanding (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 0 |
Deferred C shares | |||||
Shareholders' equity: | |||||
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.000001 | £ 0.000001 | |||
Common stock, shares authorized (shares) | 1 | 1 | 1 | 1 | 0 |
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 | 0 |
Common stock, shares outstanding (shares) | 1 | 1 | 1 | 1 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Grant income | $ 296 | $ 1,407 | $ 1,693 | $ 1,212 |
Operating expenses: | ||||
Research and development | (17,713) | (36,150) | (16,012) | (10,436) |
General and administrative | (7,593) | (22,790) | (9,099) | (5,152) |
Total operating expenses, net | (25,010) | (57,533) | (23,418) | (14,376) |
Other income (expense): | ||||
Interest income | 660 | 1,532 | 84 | 75 |
Other income (expense) | 1,097 | 3,970 | (46) | (26) |
Total other income, net | 1,757 | 5,502 | 38 | 49 |
Net loss before income tax | (23,253) | (52,031) | (23,380) | (14,327) |
Income tax benefit | 2,605 | 7,280 | 3,653 | 1,777 |
Net loss attributable to ordinary shareholders | (20,648) | (44,751) | (19,727) | (12,550) |
Other comprehensive (loss) income: | ||||
Foreign currency exchange translation adjustment | (5,568) | (6,071) | 802 | (2,942) |
Total comprehensive loss | $ (26,216) | $ (50,822) | $ (18,925) | $ (15,492) |
Basic and diluted net loss per ordinary share (usd per share) | $ (0.52) | $ (1.42) | $ (1.43) | $ (1.26) |
Weighted-average basic and diluted ordinary shares (shares) | 39,366,634 | 31,557,034 | 13,783,222 | 9,933,399 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Ordinary shares | Deferred Shares | Deferred B shares | Deferred C Shares | Common sharesOrdinary shares | Common sharesDeferred Shares | Common sharesDeferred B shares | Common sharesDeferred C Shares | Additional Paid in Capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance at Sep. 30, 2015 | $ 10,501 | $ 0 | $ 0 | $ 0 | $ 0 | $ 27,835 | $ (1,709) | $ (15,625) | ||||
Beginning balance (shares) at Sep. 30, 2015 | 6,713,663 | 0 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance, net of issuance cost | 33,421 | 33,421 | ||||||||||
Issuance, net of issuance cost (shares) | 7,207,881 | |||||||||||
Share-based compensation expense | 2,257 | 2,257 | ||||||||||
Unrealized loss on foreign currency translation | (2,942) | (2,942) | ||||||||||
Net loss | (12,550) | (12,550) | ||||||||||
Ending, balance at Sep. 30, 2016 | 30,687 | $ 0 | $ 0 | $ 0 | $ 0 | 63,513 | (4,651) | (28,175) | ||||
Ending balance (shares) at Sep. 30, 2016 | 13,921,544 | 0 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance, net of issuance cost | 127,686 | $ 1 | 127,685 | |||||||||
Issuance, net of issuance cost (shares) | 16,041,198 | |||||||||||
Share-based compensation expense | 3,153 | 3,153 | ||||||||||
Unrealized loss on foreign currency translation | 802 | 802 | ||||||||||
Net loss | (19,727) | (19,727) | ||||||||||
Ending, balance at Sep. 30, 2017 | $ 142,601 | $ 1 | $ 0 | $ 0 | $ 0 | 194,351 | (3,849) | (47,902) | ||||
Ending balance (shares) at Sep. 30, 2017 | 29,962,742 | 29,962,742 | 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net loss | $ (7,524) | |||||||||||
Ending, balance at Dec. 31, 2017 | 137,515 | |||||||||||
Beginning balance at Sep. 30, 2017 | $ 142,601 | $ 1 | $ 0 | $ 0 | $ 0 | 194,351 | (3,849) | (47,902) | ||||
Beginning balance (shares) at Sep. 30, 2017 | 29,962,742 | 29,962,742 | 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance, net of issuance cost | $ 156,803 | $ 1 | $ 118 | $ 0 | 156,802 | |||||||
Issuance, net of issuance cost (shares) | 10,183,440 | 34,425 | 88,893,548 | 1 | ||||||||
Share-based compensation expense | 6,765 | 6,765 | ||||||||||
Unrealized loss on foreign currency translation | (6,071) | (6,071) | ||||||||||
Net loss | (44,751) | (44,751) | ||||||||||
Ending, balance at Sep. 30, 2018 | $ 255,465 | $ 2 | $ 0 | $ 118 | $ 0 | 357,918 | (9,920) | (92,653) | ||||
Ending balance (shares) at Sep. 30, 2018 | 129,074,156 | 40,146,182 | 34,425 | 88,893,548 | 1 | 40,146,182 | 34,425 | 88,893,548 | 1 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Share-based compensation expense | $ 3,393 | 3,393 | ||||||||||
Restricted shares - forfeited (shares) | (565) | |||||||||||
Unrealized loss on foreign currency translation | (5,568) | (5,568) | ||||||||||
Net loss | (20,648) | (20,648) | ||||||||||
Ending, balance at Dec. 31, 2018 | $ 232,642 | $ 2 | $ 0 | $ 118 | $ 0 | $ 361,311 | $ (15,488) | $ (113,301) | ||||
Ending balance (shares) at Dec. 31, 2018 | 129,073,591 | 40,145,617 | 34,425 | 88,893,548 | 1 | 40,145,617 | 34,425 | 88,893,548 | 1 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | |||||
Net loss | $ (20,648,000) | $ (7,524,000) | $ (44,751,000) | $ (19,727,000) | $ (12,550,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 645,000 | 1,709,000 | 1,009,000 | 478,000 | |
Loss on disposal of fixed and intangible assets | 394,000 | 8,000 | 0 | 0 | |
Non-cash share-based compensation | 3,393,000 | 6,765,000 | 3,153,000 | 2,257,000 | |
Non-cash consideration for licenses | 0 | 0 | 0 | 1,199,000 | |
Changes in operating assets and liabilities | |||||
Prepaid expenses and other current assets | (3,521,000) | (7,132,000) | (2,317,000) | (2,048,000) | |
Long-term deposits | (1,285,000) | 0 | 0 | 0 | |
Accounts payable | (723,000) | 838,000 | 434,000 | 507,000 | |
Accrued expenses and other liabilities | 1,960,000 | 11,026,000 | 1,088,000 | 308,000 | |
Net cash used in operating activities | (19,785,000) | (8,797,000) | (31,537,000) | (16,360,000) | (9,849,000) |
Cash flows from investing activities: | |||||
Purchases of property and equipment | (4,422,000) | (9,119,000) | (2,876,000) | (1,855,000) | |
Purchase of intangible assets | 0 | (412,000) | 0 | 0 | |
Net cash used in investing activities | (4,422,000) | (764,000) | (9,531,000) | (2,876,000) | (1,855,000) |
Cash flows from financing activities: | |||||
Proceeds of issuance of ordinary shares, net of issuance costs | 0 | 156,920,000 | 127,686,000 | 32,222,000 | |
Net cash provided by financing activities | 0 | 433,000 | 156,920,000 | 127,686,000 | 32,222,000 |
Effect of exchange rate changes on cash and restricted cash | (5,327,000) | (5,833,000) | 561,000 | (2,662,000) | |
Net (decrease) / increase in cash and restricted cash | (29,534,000) | 110,019,000 | 109,011,000 | 17,856,000 | |
Cash and restricted cash, beginning of period | 247,089,000 | 137,070,000 | 137,070,000 | 28,059,000 | 10,203,000 |
Cash and restricted cash, end of period | 217,555,000 | 247,089,000 | 137,070,000 | 28,059,000 | |
Supplemental Cash Flow Information | |||||
Property and equipment purchases included in accounts payable and accrued expenses | 3,343,000 | 328,000 | 0 | 0 | |
Reconciliation of cash and restricted cash reported within the consolidated balance sheets: | |||||
Cash | 128,984,000 | ||||
Total cash and restricted cash | $ 247,089,000 | $ 137,070,000 | $ 137,070,000 | $ 28,059,000 | $ 10,203,000 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Autolus Therapeutics plc (the “Company”) is a biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer. Using its broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize cancer cells, break down their defense mechanisms and attack and kill these cells. The Company believes its programmed T cell therapies have the potential to be best-in-class and offer cancer patients substantial benefits over the existing standard of care, including the potential for cure in some patients. The Company is a public limited company incorporated in England and Wales. On June 22, 2018, the Company completed its initial public offering ("IPO") of American Depositary Shares (“ADSs”). In the IPO, the Company sold an aggregate of 10,147,059 ADSs representing the same number of ordinary shares, including 1,323,529 ADSs pursuant to the underwriters’ option to purchase additional ADSs, at a public offering price of $17.00 per ADS. Net proceeds were approximately $156.5 million , after deducting underwriting discounts and commissions and offering expenses paid by the Company. Autolus Therapeutics plc is a continuation of Autolus Limited and its subsidiaries. In connection with the IPO, the Company completed a corporate reorganization, which has been accounted for as a combination of entities under common control. The corporate reorganization has been given retrospective effect in these financial statements and such financial statements represent the financial statements of Autolus Therapeutics plc. In connection with the corporate reorganization, outstanding restricted share awards and option grants of Autolus Limited were exchanged for share awards and option grants of Autolus Therapeutics plc with identical restrictions. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from its product sales. The Company has funded its operations primarily with proceeds from the sale of its equity securities. The Company has incurred recurring losses since its inception, including net losses of $20.6 million for the three months ended December 31, 2018 and $44.8 million , $19.7 million and $12.6 million for the years ended September 30, 2018 , 2017 and 2016 , respectively. In addition, the Company had an accumulated deficit of $113.3 million , $92.7 million and $47.9 million as of December 31, 2018, September 30, 2018 and 2017, respectively. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise additional capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company believes the cash on hand at December 31, 2018 of $217.5 million will be sufficient to fund the Company’s operations into calendar year 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include those of the Company, Autolus Limited, and its U.S. subsidiary, Autolus Inc., and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. Certain amounts in the Company’s consolidated balance sheet and consolidated cash flows as of and for the year ended September 30, 2018 have been reclassified to conform with the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of ordinary shares, the valuation of tranche obligations, share-based compensation and income taxes. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Restricted Cash The Company has entered into a credit card arrangement that requires a security deposit of $0.1 million . The Company includes the restricted cash balance in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. Fair Value Measurements The carrying amounts reported in the balance sheets for cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places cash and cash equivalents in established financial institutions. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2018 and September 30, 2018 and 2017 , the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fixtures, and leasehold improvements. The office equipment has an estimated useful life of three years and the lab equipment and furniture and fixtures have an estimated useful life of five years . Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset. Assets under construction primarily consist of costs incurred with leasehold improvements, and, once placed into service, will be depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. The Company evaluates an asset for potential impairment when events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Recoverability is measured by comparing the book value of the asset to the expected future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the asset exceeds the fair value. The Company did not recognize any impairment losses from its inception through September 30, 2017 . The Company recognized asset disposals of less than $10,000 for the year ended September 30, 2018 . The Company has not recognized any impairment losses in the three months ended December 31, 2018. Intangible Assets Subject to Amortization The Company’s intangible assets with finite lives are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. The Company recognized an impairment expense of $0.4 million for the three months ended December 31, 2018 related to software the Company elected to discontinue. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manage its business as a single operating segment, which is the business of developing and commercializing gene therapies; however, the Company operates in two geographic regions: the United Kingdom and the United States. Substantially all of the Company’s assets are held in the United Kingdom. Deferred Rent and Lease Incentives Rent expense and lease incentives from operating leases are recognized on a straight-line basis over the lease term. The Company has operating leases that include rent escalation payment terms and a rent free period. Deferred rent represents the difference between actual operating lease payments and straight-line rent expense over the term of the lease. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, depreciation expense, third-party license fees, external costs of outside vendors engaged to conduct clinical development activities, clinical trials, costs to manufacture clinical trial materials and certain tax credits associated with research and development activities. The Company recorded the U.K. research and development expenditure credit (“RDEC”) in the amount of $37,000 , $0.2 million and $0.2 million for the three months ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively, as reductions of research and development expenses within the Company’s statement of operations and comprehensive loss. Accrued Research and Development Expenses As part of the process of preparing consolidated financial statements, the Company is required to estimate accruals for research and development expenses. This process involves reviewing and identifying services which have been performed by third parties on the Company’s behalf and determining the value of these services. In addition, the Company makes estimates of costs incurred to date but not yet invoiced, in relation to external CROs and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment; invoices received and contracted costs, when evaluating the adequacy of the accrued liabilities for research and development. The Company makes judgments and estimates in determining the accrued balance in any accounting period. Share-Based Compensation The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes share-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes share-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For share-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s ordinary shares. The Company accounts for forfeitures as they occur. Forfeitures to date have been infrequent and immaterial. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 7 for the Company’s assumptions used in connection with option grants made during the periods covered by these financial statements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for its ADSs. Therefore, the Company estimates the expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term . The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares. Options granted after the Company’s IPO are issued at the fair market value of the Company’s ADS at the date the grant is approved by the Board. Prior to the IPO, the Company calculated the fair value of its ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of ordinary shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the option-pricing method (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for the period commensurate with the expected of the exit event. When considering the fair value of options granted in the period prior to the IPO, management considered probability-weighted scenarios based on the relative likelihoods of completing the IPO and remaining a privately-held company. In the IPO scenarios, the fair value was calculated by dividing the total estimated equity value by the number of fully diluted ordinary shares outstanding, and then discounting the implied per-share value at a rate intended to approximate the Company's cost of equity between share option grant date and the expected IPO date. The stay-private scenario utilized an OPM "Backsolve" calculation to estimate our equity value implied by the purchase price of the series A preference shares in September 2017. In March and May 2018, the Company issued share option grants to employees that applied a 50% and 80% probability weighting of an IPO, respectively, to the fair value of the underlying ordinary share utilized in the Black-Scholes option pricing model. Foreign Currency Translation The Company maintains its financial statements in its functional currency, which is the pounds sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. The Company recorded foreign exchange gain of $1.1 million for the three months ended December 31, 2018 and a foreign exchange gain of $4.0 million and a foreign exchange loss of $25,000 for the years ended September 30, 2018 and 2017 , respectively, which are included in other income in the statements of operations and comprehensive loss. For financial reporting purposes, the financial statements of the Company have been translated into U.S. dollars. Assets and liabilities have been translated at the exchange rates at the balance sheet dates, while revenue and expenses are translated at the average exchange rates over the reporting period and shareholders’ equity amounts are translated based on historical exchange rates as of the date of each transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign exchange adjustment to other comprehensive loss, a component of shareholders’ equity. Patent Costs The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. The Company recorded patent expenses of $0.2 million , $1.0 million and $0.5 million for the three months ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively. Grant Income The Company has received research grants under which it is reimbursed for specific research and development activities. Payments received are recognized as income in the statements of operations and comprehensive loss over the period in which the Company recognizes the related costs. At the time the Company recognizes grant income, it has complied with the conditions attached to it and the receipt of the reimbursement is reasonably assured. The Company has received grants from the U.K. government, which are repayable under certain circumstances, including breach or noncompliance. For grants with refund provisions, the Company reviews the grant to determine the likelihood of repayment. If the likelihood of repayment of the grant is determined to be remote, then the grant is recognized as grant income. The Company has determined that the likelihood of any repayment events included in its current grants is remote. Income Taxes The Company accounts for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statements and tax bases of the Company’s assets and liabilities, and are adjusted for changes in tax rates and tax law when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. The Company is subject to income taxes in the United Kingdom and the United States. The calculation of the Company’s tax provision involves the application of United Kingdom tax law and requires judgement and estimates. The Company evaluates the realizability of its deferred tax assets at each reporting date, and establishes a valuation allowance when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that the Company’s deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit or each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in the its financial statements represent the Company’s unrecognized income tax benefits, which it either records as a liability or reduction of deferred tax assets. Income Tax Credit The Company benefits from the U.K. research and development tax credit regime under both the small and medium sized enterprise, or SME, scheme and by claiming an RDEC in respect of grant funded projects. Under the SME regime, a portion of the Company’s losses can be surrendered for a cash rebate of up to 33.35% of eligible expenditures. Such credits are accounted for within the tax provision in the year in which the expenditures were incurred. Comprehensive Loss The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income and its components. Comprehensive loss is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company recorded a loss of $5.6 million , a loss of $6.1 million , a gain of $0.8 million , and a loss of $2.9 million related to foreign currency translation during the three months ended December 31, 2018 and years ended September 30, 2018 , 2017 and 2016 , respectively. Net Loss per Share Basic and diluted net loss per ordinary share is determined by dividing net loss by the weighted average number of ordinary shares outstanding during the period. For all periods presented, the preferred shares and outstanding but unvested restricted shares and share options have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average shares outstanding used to calculate both basic and diluted loss per share are the same for all periods presented. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended December 31, Year Ended September 30, 2018 2018 2017 2016 Unvested restricted incentive shares 708,834 815,632 1,358,317 1,266,619 Incentive share options 3,711,274 2,065,481 570,309 — Total 4,420,108 2,881,113 1,928,626 1,266,619 Ordinary Share Conversion On the date of the IPO, the Company converted its outstanding preferred and ordinary shares as discussed in Note 6. All share and per share information has been retroactively adjusted to reflect the share conversion. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Company may take advantage of these exemptions until the Company is no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. These exemptions provided by the JOBS Act will apply up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that the Company no longer meets the requirements of being an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700 million in market value of its securities held by non-affiliates (and it has been a public company for at least 12 months, and has filed one annual report on Form 20-F), or it issues more than $1 billion of non-convertible debt securities over a three -year period. JOBS Act On April 5, 2012, the Jumpstart Our Business Startups Act, or the JOBS Act, was enacted. The JOBS Act provides that, among other things, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. As an emerging growth company, the Company has irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. In addition, the Company also currently relies on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, the Company is entitled to continue to rely on certain exemptions as an “emerging growth company.” As an emerging growth company, the Company is not required to, among other things, (i) provide an auditor’s attestation report on the Company’s system of internal controls over financial reporting pursuant to Section 404(b), (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until the Company no longer meets the requirements of being an emerging growth company, whichever is earlier. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to recognize assets and liabilities on the balance sheet for most leases and changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. ASU 2016-02 will be effective beginning January 1, 2019 requiring the use of a modified retrospective transition approach applied at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases, Targeting Improvements , (“ASU 2018-11”), which contains certain amendments to ASU 2016-02 intended to provide relief in implementing the new standard. ASU 2018-11 provides registrants with an option to not restate comparative periods presented in the financial statements. The Company intends to elect this new transition approach using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods will be presented in accordance with the previous guidance in ASC 840, Leases. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. To date, the Company has identified all of its leases which consist of the London, United Kingdom corporate office and manufacturing leases and the Gaithersburg, Maryland office and manufacturing facility leases, and the Company anticipates that adoption of ASU 2016-2 will result in the recognition of additional assets and lease liabilities. In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) (“ASU 2018-07”): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 aligns the guidance on share-based payments to nonemployees with that for share-based payments to employees. Entities will recognize a cumulative-effect adjustment to retained earnings for equity-classified nonemployee awards for which a measurement date has not been established. The guidance is effective in annual periods beginning after December 31, 2018, and interim periods within those years. The Company is currently evaluating the impact that the adoption of ASU 2018-07 will have on its consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Research and development claims receivable $ 10,272 $ 7,191 $ 4,069 Prepayments 2,069 2,208 681 VAT receivable 1,973 1,274 248 Other assets — 717 — Grant income receivable 661 678 279 Other receivable 436 121 135 Total prepaid expenses and other current assets $ 15,411 $ 12,189 $ 5,412 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Lab equipment $ 10,771 $ 10,473 $ 4,141 Office equipment 1,610 1,019 950 Furniture and fixtures 599 594 517 Leasehold improvements 2,076 2,124 2,100 Assets under construction 8,620 2,456 — Less: accumulated depreciation (3,708 ) (3,138 ) (1,528 ) Total property and equipment, net $ 19,968 $ 13,528 $ 6,180 Depreciation expense recorded for the three months ended December 31, 2018 was $0.6 million and for the years ended September 30, 2018 and 2017 was $1.7 million and $1.0 million , respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Compensation and benefits $ 3,296 $ 2,500 $ 1,662 Research and development costs 9,362 6,659 339 UCLB milestone 638 653 — Professional fees 4,130 3,099 300 Deferred rent 561 569 197 Other liabilities 1,067 623 589 Total accrued expenses and other liabilities $ 19,054 $ 14,103 $ 3,087 As of December 31, 2018, other liabilities included U.S. tax payable of $0.6 million and the current portion of other long-term payables and lease incentive liability, which together amounted to $0.4 million . As of each September 30, 2018 and 2017 , the current portion of other long-term payables and lease incentive liability, together amounted to $0.4 million . |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders’ Equity | Shareholders’ Equity Ordinary Shares Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the board of directors and declared by the shareholders. As of December 31, 2018 , the Company has not declared any dividends. As of December 31, 2018 , the Company’s authorized capital shares consisted of 200 million ordinary shares with a nominal value of $0.000042 per share. Initial Public Offering and Impact of Corporate Reorganization On June 18, 2018, Autolus Therapeutics Limited re-registered as a public limited company and its name was changed from Autolus Therapeutics Limited to Autolus Therapeutics plc (see Note 1). On June 26, 2018, the Company closed its IPO. In the IPO, the Company sold an aggregate of 10,147,059 ADSs representing the same number of ordinary shares at a public offering price of $17.00 per ADS, which included the full exercise by the underwriters of their option to purchase additional ADSs. Net proceeds were approximately $156.5 million , after deducting underwriting discounts, and commissions and offering expenses paid by the Company of $16.0 million . Upon the closing of the IPO, each separate class of ordinary shares of Autolus Therapeutics plc was converted into a single class of ordinary shares of Autolus Therapeutics plc as described further below. Prior to the Company’s June 2018 reorganization and IPO, the Company had issued series A preferred shares, ordinary B shares, and ordinary C shares to fund its operations and upon the Company completing its IPO of ADSs, the different classes of shares were converted into a single class of ordinary shares on a 3.185 -for-1 basis and created various classes of deferred shares. The following deferred share classes were created: Deferred Shares - The 34,425 deferred shares, aggregate nominal value less than $1.00 , existed in Autolus Limited and were re-created in Autolus Therapeutics plc as part of the share exchange to place Autolus Therapeutics as the ultimate parent entity. The Company was required to replicate the shares to ensure the existing share has the correct nominal value to ensure stamp duty mirroring relief is available on the subsequent share for share exchange. These deferred shares have no voting rights. Deferred B Shares - The deferred B shares were the product of the reorganization of the series A preferred shares and ordinary B shares into ordinary shares. The nominal residual value was utilized by management as the required £50,000 of share capital to re-register Autolus Therapeutics Limited as Autolus Therapeutics plc. The resulting 88,893,548 deferred shares, aggregate nominal value of $118,000 , is presented as a separate class of equity on the balance sheet and statement of shareholder’s equity. These deferred B shares have no voting rights. Deferred C Share - The deferred C share, nominal value less than $1.00 , was created when the shares in Autolus Therapeutics plc were redenominated from GBP to USD as part of the capital reduction to deal with rounding issues that would otherwise have unbalanced the company’s nominal share capital. This deferred C share has no voting rights. The table below reflects the number of preferred shares, ordinary shares, and deferred shares issued and outstanding at December 31, 2018 and September 30, 2018 and 2017 , and also reflects the conversion of preferred and ordinary shares on 3.185 -for-1 basis in the current and previous years and the creation of deferred shares. December 31, September 30, 2018 2018 2017 Series A preferred shares — — 24,490,705 Class B ordinary shares — — 3,375,196 Class C ordinary shares — — 2,096,841 Ordinary Shares 40,145,617 40,146,182 — Deferred shares 34,425 34,425 — Deferred B shares 88,893,548 88,893,548 — Deferred C shares 1 1 — Total ordinary and deferred shares 129,073,591 129,074,156 29,962,742 |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | Share Based Compensation In February 2017, the Company’s board of directors adopted the 2017 Share Option Plan, or the 2017 Plan. The 2017 Plan was set to expire on February 21, 2027. The 2017 Plan provided for the grant of potentially tax-favored Enterprise Management Incentives, or EMI, options to the Company's U.K. employees and for the grant of options to its U.S. employees. In June 2018, as part of the Company's reorganization and IPO, the Company’s board of directors and shareholders approved the 2018 Equity Incentive Plan, or the 2018 Plan. The initial maximum number of ordinary shares that may be issued under the 2018 Plan was 3,281,622 . This number consists of 3,025,548 new ordinary shares and 256,074 ordinary shares that would have otherwise remained available for future grants under the 2017 Plan. The number of ordinary shares reserved for issuance under the 2018 Plan will automatically increase on October 1st of each year, for a period of not more than ten years , commencing on October 1, 2018 and ending on (and including) October 1, 2027, by an amount equal to the lesser of (i) 4% of the total number of ordinary shares outstanding on September 30th of the same calendar year or (ii) such fewer number of ordinary shares as the board of directors may designate prior to the applicable October 1st date. Shares issued under the 2018 Plan may be authorized but unissued shares, shares purchased on the open market, treasury shares or ADSs. No more than 14,000,000 shares may be issued under the 2018 Plan upon the exercise of incentive share options. Options granted under the 2018 Plan and 2017 Plan, as well as restricted shares granted as employee incentives, typically vest over a four -year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years , unless the award contains specific performance vesting provisions. For equity awards issued that have both a performance vesting condition and a services condition, once the performance criteria is achieved, the awards are then subject to a four -year service vesting with 25% of the award vesting on the first anniversary of the performance condition being achieved and the balance vesting monthly over the remaining three years . Options granted under the 2018 Plan and 2017 Plan generally expire 10 years from the date of grant. For certain senior members of management and directors, the board of directors has approved an alternative vesting schedule. Share Option Valuation The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the three months ended December 31, 2018 and the years ended September 30, 2018 and 2017 were as follows: December 31, September 30, 2018 2018 2017 Expected option life (years) 6 years 6 years 6 years Risk-free interest rate 2.70% to 3.09% 2.61% to 3.00% 1.91% to 2.05% Expected volatility 69.52% to 71.26% 68.15% to 72.99% 68.61% to 68.93% Expected dividend yield 0.00% 0.00% 0.00% Share Options The table below reflects summarizes share option activity for the three months ended December 31, 2018. Number of Weighted- Weighted- Aggregate Outstanding as of September 30, 2018 2,065,481 $ 9.87 9.35 $ 43,146 Granted 1,651,740 $ 31.23 — — Exercised — — — — Canceled or forfeited (5,947 ) $ 5.71 — — Outstanding as of December 31, 2018 3,711,274 $ 19.25 9.47 $ 51,464 Exercisable as of December 31, 2018 206,085 $ 0.50 8.48 $ 6,664 Vested and expected to vest as of December 31, 2018 3,711,274 $ 19.25 9.47 $ 51,464 The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ADSs for those share options that had exercise prices lower than the fair value of the Company’s ADSs. The weighted average grant-date fair value of share options granted was $20.04 , $8.55 and $4.04 for the three months ended December 31, 2018 and the years ended September 30, 2018 and 2017, respectively, none of which were vested. The Company recorded share-based compensation expense related to share options to certain consultants, who are not employees, of $50,000 and $0.1 million for the three months ended December 31, 2018 and the year ended September 30, 2018, respectively. There were no share options granted to consultants during the year ended September 30, 2017. Restricted Ordinary Shares The assumptions (see Note 2) used in the OPM to determine the fair value of the ordinary shares for the following dates were as follows: March 2, 2016 April 26, 2017 September 25, 2017 March 31, 2018 May 31, 2018 Expected term 2.8 years 1.2 years 0.8 years 1.8 years 1.8 years Risk-free interest rate 1.0 % 1.0 % 1.3 % 2.1 % 2.1 % Expected volatility 73.2 % 76.6 % 71.0 % 71 % 71 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % A summary of the changes in the Company’s restricted ordinary shares during the three months ended December 31, 2018 is as follows. Number of Weighted average grant date fair value Unvested and outstanding at September 30, 2018 815,632 $ 4.17 Granted — — Vested (106,233 ) 3.97 Canceled or forfeited (565 ) 2.99 Unvested and outstanding at December 31, 2018 708,834 $ 4.10 During the year ended September 30, 2017, the Company granted an aggregate of 439 restricted ordinary shares with vesting based on service conditions only and 641,711 restricted ordinary shares that included both performance and service conditions in order to vest. During the years ended September 30, 2018 and 2017, 159,490 and 24,896 restricted ordinary shares were vested related to performance-based awards. The remainder of the restricted C ordinary shares and all forfeited restricted C ordinary shares related to awards with only service-based vesting conditions. There were no restricted shares granted during the year ended September 30, 2018 or three months ended December 31, 2018. The 2017 performance-based restricted shares were scheduled to begin vesting upon the Company’s achievement of specified clinical development milestones. The Company achieved the milestones related to the 2017 performance-based restricted shares during the year ended September 30, 2017 and recorded share-based compensation expense of $1.0 million and $0.8 million related to the vesting of those incentive share awards for the years ended September 30, 2018 and 2017, respectively. As of December 31, 2018, there was unrecognized compensation of $1.1 million , which will be recognized over the remaining vesting term of the awards. The Company recorded share-based compensation expense related to awards to certain consultants, who are not employees, of $0.1 million , $1.0 million and $0.2 million for the three months ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively. Share-based Compensation Expense The Company recorded share-based compensation expense of $3.4 million , $6.8 million and $3.2 million during the three months ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively, related to both restricted shares and share options based awards. As of December 31, 2018, there was $42.0 million of unrecognized compensation cost related to outstanding but unvested restricted shares and share options, which amounts are expected to be recognized over weighted-average period of 3.8 years . Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Three months ended December 31, Year ended September 30, 2018 2018 2017 2016 Research and development $ 1,906 $ 3,116 $ 1,145 $ 916 General and administrative 1,487 3,649 2,008 1,341 Total share-based compensation $ 3,393 $ 6,765 $ 3,153 $ 2,257 In February 2017, the Company modified the terms of all outstanding share options and restricted share awards to adjust the vesting of the awards in the event of an exit event or IPO. As modified, the options and share awards do not convert to deferred shares and will continue vesting as a result of the June 2018 IPO. The incremental share-based compensation expense due to the modification was nominal. |
License Agreements
License Agreements | 3 Months Ended |
Dec. 31, 2018 | |
License Agreements [Abstract] | |
License Agreements | License Agreements UCL Business plc License In September 2014, the Company entered into an exclusive license agreement (the “License”) with UCL Business plc (“UCLB”), the technology transfer company of University College London (“UCL”), to obtain licenses to certain technology rights in the field of cancer therapy and diagnosis. In March 2016, the License was amended to include additional rights. As part of the consideration for the License in September 2014, the Company issued 1,497,643 ordinary shares to UCLB. The Company paid upfront fees of $0.3 million and issued an additional 313,971 ordinary shares to UCLB when the License was amended in March 2016. In March 2018, the License was further amended and restated in March 2018 to include a license to AUTO1, for which UCL is conducting Phase 1 clinical trials in pediatric and adult ALL patients. The Company paid an upfront fee of £1.5 million for consideration for the Amended and Restated License Agreement and is obligated to pay an additional £0.5 million in connection with UCLB's transfer of clinical data to the Company. No equity was issued as part of the upfront fee consideration. The License required the Company to make annual license payments of £30,000 through September 30, 2018. The Company is no longer required to make any further annual license payments to UCLB. Additionally, the Company may be obligated to make payments to UCLB under the Amended and Restated License Agreement upon the receipt of specified regulatory approvals in an aggregate amount of £35.5 million , the start of commercialization in an aggregate amount of £18 million , and the achievement of net sales levels in an aggregate amount of £51 million , as well as royalty payments based on possible future sales resulting from the utilization of the licensed technologies. On a per-product basis, these milestone payments range from £1 million to £18.5 million , depending on which T cell programming modules are used in the product achieving the milestone. Upon commercialization of any of the Company’s products that use the in-licensed patent rights, the Company will be obligated to pay UCLB a flat royalty for each licensed product ranging from the low- to mid-single digits, depending on which technologies are deployed in the licensed product, based on worldwide annual net sales of each licensed product, subject to certain reductions, including for the market entry of competing products and for loss of patent coverage of licensed products. The Company may deduct from the royalties payable to UCLB half of any payments made to a third party to obtain a license to such third party’s intellectual property that is necessary to exploit any licensed products. Once net sales of a licensed product have reached a certain specified threshold, the Company may exercise an option to buy out UCLB’s rights to the remaining milestone payments, royalty payments, and sublicensing revenue payments for such licensed product, on terms to be negotiated at the time. The License expires on a product-by-product and country-by-country basis upon the expiration of the royalty term with respect to each product in each country. The Company may unilaterally terminate the license agreement for any reason upon advance notice to UCLB. Either party may terminate the License for the uncured material breach by the other party or for the insolvency of the other party. If UCLB terminates the License following the Company’s insolvency or the Company’s material breach of the License, or if the Company terminates the License unilaterally, all rights and licenses granted to the Company will terminate, and all patent rights and know-how transferred to the Company pursuant to the License will revert back to UCLB, unless and to the extent the Company has exercised its option to acquire ownership of the licensed patent rights. In addition, UCLB has the right to negotiate with the Company for the grant of an exclusive license to the Company’s improvements to the T cell programming modules the Company has licensed on terms to be agreed upon at the time. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $2.6 million , $7.3 million and $3.7 million for the three months ended December 31, 2018 and the years ended September 30, 2018 and 2017 , respectively. Certain amounts previously reported in Income Taxes for the year ended September 30, 2018 have been restated to reflect the correction of an immaterial error as disclosed in the Company's Annual Report on Form 20-F for the year ended September 30, 2018. The error related to the calculation of deferred tax asset and related valuation allowance. The Company believes the effect of the error is not material to its consolidated financial statements. A reconciliation of income tax expense (benefit) at the statutory corporate income tax rate to the income tax expense (benefit) at the Company’s effective income tax rates is as follows (in thousands): Three months ended Year ended December 31, September 30, 2018 2018 2017 2016 Net loss before taxes $ (23,253 ) $ (52,031 ) $ (23,380 ) $ (14,327 ) U.K. statutory tax rate 19.0 % 19.0 % 19.5 % 20.0 % Income tax benefit at U.K. statutory tax rate (4,423 ) (9,886 ) (4,559 ) (2,865 ) Tax incentives / credits (3,234 ) (7,296 ) (3,702 ) (1,837 ) Non-deductible expenses 127 1,553 609 694 Adjustments in respect of prior years 265 (13 ) 13 57 Operating losses 3,605 7,317 3,754 2,168 Tax on property, plant, equipment and intangibles 140 233 113 — Other, net 915 812 119 6 Total income tax benefit $ (2,605 ) $ (7,280 ) $ (3,653 ) $ (1,777 ) Effective rate of income tax 11.2 % 14.0 % 15.6 % 12.4 % The effective tax rate for the three months ended December 31, 2018 was 11.2% and for the years ended September 30, 2018 , 2017 , and 2016 is was 14.0% , 15.6% and 12.4% , respectively. This is lower than the main rate of U.K. tax primarily due to administration of the U.K. research and development tax credit, which is included within the tax incentive/credits line in the table above. Deferred tax assets and liabilities consisted of the following at December 31, 2018 and September 30, 2018 and 2017 (in thousands): December 31, September 30, 2018 2018 2017 Deferred tax assets: Other differences $ 2,870 $ 1,785 $ 11 Tax losses 7,851 6,515 3,878 Fixed assets 621 1,740 1,098 Total deferred tax assets 11,342 10,040 4,987 Valuation allowances (11,342 ) (10,040 ) (4,987 ) Net deferred tax asset (liability) $ — $ — $ — Deferred tax assets resulted from loss carryforwards, fixed assets and retirement benefits, with total deferred tax assets increasing by $1.3 million in the three months December 31, 2018. The Company has recorded a full valuation allowance against the net deferred tax asset as the recoverability due to future taxable profits is unknown. As a result, the net deferred tax remains the same, due to a corresponding increase in valuation allowance. At December 31, 2018 , the Company had U.K. trading losses carry forward of $46.2 million . These losses are carry forwards indefinitely under local law, but are subject to numerous utilization criteria and restrictions. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where this is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company recorded valuation allowances in the amounts of $11.3 million at December 31, 2018 and $10.0 million and $5.0 million at September 30, 2018 and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies License Agreement The Company has entered into an exclusive license agreement, as amended, with UCLB (see Note 8). In connection with the UCLB license agreement, the Company is required to make annual license payments and may be required to make payments upon the achievement of specified milestones. The Company has estimated the probability of the Company achieving each potential milestone in accordance with ASC 450, Contingencies . The Company concluded that, as of December 31, 2018 there was a $0.6 million million milestone that was considered probable related to the receipt of clinical data for its AUTO1 program, and accordingly the Company accrued a liability of $0.6 million as of December 31, 2018. As of December 31, 2018, there were no other milestones for which the likelihood of achievement was probable. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of December 31, 2018 and September 30, 2018 and 2017 . Leases The Company’s corporate headquarters are located in London, United Kingdom. As of December 31, 2018 and September 30, 2018 and 2017 , the Company leased space at this location from Imperial (Forest House) Limited under a ten year lease, the term of which commenced in September 2015. The lease included an option for the Company to lease additional space within a 15 -month period, which the Company exercised in October 2016. The exercise of the option resulted in a separate new lease with a concurrent term through August 2025. The Company and the landlord has the option to early terminate both leases in September 2020. Prior to the lease commencement date of both leases, the Company, in conjunction with the landlord, made improvements to the leased space. The total cost of these improvements was funded by the landlord, a portion of the cost will be reimbursed by the Company over the term of the leases. The total cost of the improvements was capitalized as leasehold improvements on the Company’s balance sheet, with an offset to long-term lease incentive obligation for the portion funded by the landlord and other long-term payables for the portion to be repaid to the landlord. As of September 30, 2018 and 2017 , the Company capitalized $0.1 million , and $2.1 million , respectively, as leasehold improvements. No similar costs were capitalized as of December 31, 2018. The lease related to this facility is classified as an operating lease. In September 2017, the Company executed an arrangement to lease a manufacturing suite at the Cell and Gene Therapy Catapult manufacturing center for a term through May 2021, at which time the Company has the option to renew or terminate the lease. The lease related to this facility is classified as an operating lease. The lease has an six -month rent-free period. The rent-free period is included in the deferred rent. In December 2018, the Company executed an additional lease arrangement for additional manufacturing space for a term through January 2023, at which time the Company has the option to renew or terminate the lease. The lease related to this facility is classified as an operating lease. There is no rent free period. In June 2018, the Company signed a binding letter of intent to enter into a lease for office and laboratory space in White City, London. The letter of intent requires the Company to enter into a ten-year lease provided that the landlord completes the required leasehold improvements described in the agreement. The expected lease commencement date is in February 2019. The lease will include an option to lease additional space. As of December 31, 2018 and September 30, 2018, the Company capitalized $6.6 million and $2.5 million , respectively, as leasehold improvements. The Company did not include future minimum payments in the lease payment schedule, as the lease agreement was not complete as of December 31, 2018. In September 2018, the Company signed a binding letter of intent to enter into a lease for manufacturing space in Enfield, United Kingdom. The letter of intent requires the Company to enter into a 15 -year lease provided that the landlord completes the required leasehold improvements described in the agreement. The Company executed the lease agreement in February 2019 and the lease commencement date is expected to be February 2019. The Company has incurred no leasehold improvements to capitalize as of December 31, 2018 and September 30, 2018. The Company did not include future minimum payments in the lease payment schedule as the lease agreement was not entered into as of December 31, 2018. In October 2018, the Company executed an agreement to sublease office space in Rockville, Maryland for a term through October 2021. The lease related to this facility is classified as an operating lease. The lease has a four -month rent-free period. The rent-free period is included in the deferred rent. In January 2019, the Company executed a lease agreement to lease additional office and manufacturing space in Rockville, Maryland. The Company expects the lease to commence in June 2020 for a term through June 2035. The Company did not include future minimum payments in the lease payment schedule as the lease agreement was not complete as of December 31, 2018. The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2018 (in thousands): Year ending December 31, 2019 $ 2,244 2020 2,332 2021 1,934 2022 1,324 2023 1,196 Thereafter 1,121 Total $ 10,151 The Company recognizes rent expense on a straight-line basis over the respective lease period and has recorded deferred rent for rent expense incurred but not yet paid. The Company recorded rent expense totaling $0.5 million , $0.9 million , and $0.6 million for the three months ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Syncona LLP The Company previously had an agreement with Syncona LLP, an investor in the Company, pursuant to which the Company was charged for services including director compensation fees. The agreement terminated effective as of the Company's IPO. For the three months ended December 31, 2018, the Company paid nominal fees to Syncona. The Company recorded expenses totaling $60,000 $56,000 , and $0.2 million for the years ended September 30, 2018 , 2017 , and 2016, respectively, which are included in general and administrative expenses. As of September 30, 2018 and 2017 there was $13,000 and $3,000 included in accrued expenses on the Company’s balance sheets related to the arrangement with Syncona LLP, respectively. There were no accrued expenses on the Company’s balance sheet at December 31, 2018. University College London and Related Entities The Company, under various agreements, received research and development, office and consulting services from the University College London (“UCL”) and its subsidiaries. UCL is a shareholder of the Company through UCLB. As of September 30, 2018 , UCL is no longer a principal shareholder of the Company and, as a result, the Company no longer considers UCL a related party for reporting purposes. For the years ended September 30, 2018, the Company recorded research and development expenses from arrangements with UCL totaling $0.7 million and $2.4 million , respectively, of which $40,000 and $1.5 million represented license fees for the years ended September 30, 2017 and 2016, respectively. As of September 30, 2017 , there was $0.2 million included in accrued expenses and accounts payable on the Company’s balance sheet related to the arrangement with UCL. Arix Bioscience The Company previously had an agreement with Arix Bioscience Holdings Limited ("Arix"), an investor of the Company, pursuant to which the Company was charged for director compensation fees. The agreement terminated effective as of the Company's IPO. There were no expenses for the three months ended December 31, 2018. The Company recorded expenses totaling $18,000 , $20,000 , and $11,000 for the years ended September 30, 2018, 2017 , and 2016, respectively. As of December 31, 2018 and September 30, 2018, there were no outstanding balances. As of September 30, 2017 , there was $2,000 included in accrued expenses on the Company’s balance sheet . Kapil Dhingra, M.D., The Company entered into a consulting agreement with Dr. Kapil Dhingra, a member of its board of directors, in November 2014, pursuant to which he has agreed to provide up to nine days of healthcare consulting services to the Company. Dr. Dhingra receives an annual fee of £10,000 under the terms of the agreement. Subject to mutual agreement between the Company and Dr. Dhingra, he may provide services to the Company beyond the nine days, in which case the Company has agreed to pay Dr. Dhingra an additional fee of £ 1,111 per day. As of December 31, 2018 and September 30, 2018 and 2017 , there was $3,000 , $46,000 , and $32,000 included in accrued expenses on the Company’s balance sheet . |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans In the United Kingdom, the Company makes contributions to private defined benefit pension schemes on behalf of its employees. The Company expensed $0.2 million , $0.5 million , $0.3 million and $0.1 million in contributions for the three months ended December 31, 2018 and years ended September 30, 2018, 2017 and 2016, respectively. In the United States, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code in October 2018. The plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches employee contributions up to four percent of the employee’s annual salary. For the three months ended December 31, 2018, the Company incurred $18,000 in matching expenses. The Company pays all administrative fees related to the 401(k) plan. |
Selected Financial Data for the
Selected Financial Data for the Three Months Ended December 31, 2017 | 3 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Data for the Three Months Ended December 31, 2017 | The following tables present condensed comparative information for the three months ended December 31, 2017: Three Months Ended 2017 (unaudited) Results of Operations Grant income $ 231 Operating expenses: Research and development (5,564 ) General and administrative (3,084 ) Total operating expenses, net (8,417 ) Other income (expense): Interest income 181 Other income (expense) (685 ) Total other income (expense), net (504 ) Net loss before income tax (8,921 ) Income tax benefit 1,397 Net loss attributable to ordinary shareholders $ (7,524 ) Cash Flows Net cash used in operating activities $ (8,797 ) Net cash used in investing activities (764 ) Net cash provided by financing activities 433 Effect of exchange rate changes on cash 1,042 Net decrease in cash $ (8,086 ) Balance Sheet Data Cash $ 128,984 Working capital (1) 131,576 Net assets 137,515 Total assets 142,715 Ordinary shares 1 Additional paid-in-capital 195,644 Total shareholders' equity 137,515 (1) The Company defines working capital as current assets less current liabilities. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through February 25, 2019, the date on which these financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of the Company, Autolus Limited, and its U.S. subsidiary, Autolus Inc., and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. Certain amounts in the Company’s consolidated balance sheet and consolidated cash flows as of and for the year ended September 30, 2018 have been reclassified to conform with the current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the fair value of ordinary shares, the valuation of tranche obligations, share-based compensation and income taxes. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. |
Restricted Cash | The Company includes the restricted cash balance in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. |
Fair Value Measurements | Fair Value Measurements The carrying amounts reported in the balance sheets for cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places cash and cash equivalents in established financial institutions. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2018 and September 30, 2018 and 2017 , the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fixtures, and leasehold improvements. The office equipment has an estimated useful life of three years and the lab equipment and furniture and fixtures have an estimated useful life of five years . Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset. Assets under construction primarily consist of costs incurred with leasehold improvements, and, once placed into service, will be depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. The Company evaluates an asset for potential impairment when events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Recoverability is measured by comparing the book value of the asset to the expected future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the asset exceeds the fair value. The Company did not recognize any impairment losses from its inception through September 30, 2017 . |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization The Company’s intangible assets with finite lives are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manage its business as a single operating segment, which is the business of developing and commercializing gene therapies; however, the Company operates in two geographic regions: |
Deferred Rent and Lease Incentive | Deferred Rent and Lease Incentives Rent expense and lease incentives from operating leases are recognized on a straight-line basis over the lease term. The Company has operating leases that include rent escalation payment terms and a rent free period. Deferred rent represents the difference between actual operating lease payments and straight-line rent expense over the term of the lease. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, depreciation expense, third-party license fees, external costs of outside vendors engaged to conduct clinical development activities, clinical trials, costs to manufacture clinical trial materials and certain tax credits associated with research and development activities. Accrued Research and Development Expenses As part of the process of preparing consolidated financial statements, the Company is required to estimate accruals for research and development expenses. This process involves reviewing and identifying services which have been performed by third parties on the Company’s behalf and determining the value of these services. In addition, the Company makes estimates of costs incurred to date but not yet invoiced, in relation to external CROs and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment; invoices received and contracted costs, when evaluating the adequacy of the accrued liabilities for research and development. The Company makes judgments and estimates in determining the accrued balance in any accounting period. |
Share-based Compensation | Share-Based Compensation The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes share-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes share-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For share-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s ordinary shares. The Company accounts for forfeitures as they occur. Forfeitures to date have been infrequent and immaterial. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 7 for the Company’s assumptions used in connection with option grants made during the periods covered by these financial statements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for its ADSs. Therefore, the Company estimates the expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term . The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares. Options granted after the Company’s IPO are issued at the fair market value of the Company’s ADS at the date the grant is approved by the Board. Prior to the IPO, the Company calculated the fair value of its ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of ordinary shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the option-pricing method (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for the period commensurate with the expected of the exit event. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its financial statements in its functional currency, which is the pounds sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. The Company recorded foreign exchange gain of $1.1 million for the three months ended December 31, 2018 and a foreign exchange gain of $4.0 million and a foreign exchange loss of $25,000 for the years ended September 30, 2018 and 2017 , respectively, which are included in other income in the statements of operations and comprehensive loss. For financial reporting purposes, the financial statements of the Company have been translated into U.S. dollars. Assets and liabilities have been translated at the exchange rates at the balance sheet dates, while revenue and expenses are translated at the average exchange rates over the reporting period and shareholders’ equity amounts are translated based on historical exchange rates as of the date of each transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign exchange adjustment to other comprehensive loss, a component of shareholders’ equity. |
Patent Costs | Patent Costs The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Grant Income | Grant Income The Company has received research grants under which it is reimbursed for specific research and development activities. Payments received are recognized as income in the statements of operations and comprehensive loss over the period in which the Company recognizes the related costs. At the time the Company recognizes grant income, it has complied with the conditions attached to it and the receipt of the reimbursement is reasonably assured. The Company has received grants from the U.K. government, which are repayable under certain circumstances, including breach or noncompliance. For grants with refund provisions, the Company reviews the grant to determine the likelihood of repayment. If the likelihood of repayment of the grant is determined to be remote, then the grant is recognized as grant income. The Company has determined that the likelihood of any repayment events included in its current grants is remote. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statements and tax bases of the Company’s assets and liabilities, and are adjusted for changes in tax rates and tax law when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. The Company is subject to income taxes in the United Kingdom and the United States. The calculation of the Company’s tax provision involves the application of United Kingdom tax law and requires judgement and estimates. The Company evaluates the realizability of its deferred tax assets at each reporting date, and establishes a valuation allowance when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that the Company’s deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit or each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in the its financial statements represent the Company’s unrecognized income tax benefits, which it either records as a liability or reduction of deferred tax assets. Income Tax Credit The Company benefits from the U.K. research and development tax credit regime under both the small and medium sized enterprise, or SME, scheme and by claiming an RDEC in respect of grant funded projects. Under the SME regime, a portion of the Company’s losses can be surrendered for a cash rebate of up to 33.35% of eligible expenditures. Such credits are accounted for within the tax provision in the year in which the expenditures were incurred. |
Comprehensive Loss | Comprehensive Loss The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income and its components. Comprehensive loss is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per ordinary share is determined by dividing net loss by the weighted average number of ordinary shares outstanding during the period. For all periods presented, the preferred shares and outstanding but unvested restricted shares and share options have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average shares outstanding used to calculate both basic and diluted loss per share are the same for all periods presented. |
Recent Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to recognize assets and liabilities on the balance sheet for most leases and changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. ASU 2016-02 will be effective beginning January 1, 2019 requiring the use of a modified retrospective transition approach applied at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases, Targeting Improvements , (“ASU 2018-11”), which contains certain amendments to ASU 2016-02 intended to provide relief in implementing the new standard. ASU 2018-11 provides registrants with an option to not restate comparative periods presented in the financial statements. The Company intends to elect this new transition approach using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods will be presented in accordance with the previous guidance in ASC 840, Leases. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. To date, the Company has identified all of its leases which consist of the London, United Kingdom corporate office and manufacturing leases and the Gaithersburg, Maryland office and manufacturing facility leases, and the Company anticipates that adoption of ASU 2016-2 will result in the recognition of additional assets and lease liabilities. In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) (“ASU 2018-07”): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 aligns the guidance on share-based payments to nonemployees with that for share-based payments to employees. Entities will recognize a cumulative-effect adjustment to retained earnings for equity-classified nonemployee awards for which a measurement date has not been established. The guidance is effective in annual periods beginning after December 31, 2018, and interim periods within those years. The Company is currently evaluating the impact that the adoption of ASU 2018-07 will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended December 31, Year Ended September 30, 2018 2018 2017 2016 Unvested restricted incentive shares 708,834 815,632 1,358,317 1,266,619 Incentive share options 3,711,274 2,065,481 570,309 — Total 4,420,108 2,881,113 1,928,626 1,266,619 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Research and development claims receivable $ 10,272 $ 7,191 $ 4,069 Prepayments 2,069 2,208 681 VAT receivable 1,973 1,274 248 Other assets — 717 — Grant income receivable 661 678 279 Other receivable 436 121 135 Total prepaid expenses and other current assets $ 15,411 $ 12,189 $ 5,412 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Lab equipment $ 10,771 $ 10,473 $ 4,141 Office equipment 1,610 1,019 950 Furniture and fixtures 599 594 517 Leasehold improvements 2,076 2,124 2,100 Assets under construction 8,620 2,456 — Less: accumulated depreciation (3,708 ) (3,138 ) (1,528 ) Total property and equipment, net $ 19,968 $ 13,528 $ 6,180 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, September 30, 2018 2018 2017 Compensation and benefits $ 3,296 $ 2,500 $ 1,662 Research and development costs 9,362 6,659 339 UCLB milestone 638 653 — Professional fees 4,130 3,099 300 Deferred rent 561 569 197 Other liabilities 1,067 623 589 Total accrued expenses and other liabilities $ 19,054 $ 14,103 $ 3,087 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Shares Outstanding | The table below reflects the number of preferred shares, ordinary shares, and deferred shares issued and outstanding at December 31, 2018 and September 30, 2018 and 2017 , and also reflects the conversion of preferred and ordinary shares on 3.185 -for-1 basis in the current and previous years and the creation of deferred shares. December 31, September 30, 2018 2018 2017 Series A preferred shares — — 24,490,705 Class B ordinary shares — — 3,375,196 Class C ordinary shares — — 2,096,841 Ordinary Shares 40,145,617 40,146,182 — Deferred shares 34,425 34,425 — Deferred B shares 88,893,548 88,893,548 — Deferred C shares 1 1 — Total ordinary and deferred shares 129,073,591 129,074,156 29,962,742 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the three months ended December 31, 2018 and the years ended September 30, 2018 and 2017 were as follows: December 31, September 30, 2018 2018 2017 Expected option life (years) 6 years 6 years 6 years Risk-free interest rate 2.70% to 3.09% 2.61% to 3.00% 1.91% to 2.05% Expected volatility 69.52% to 71.26% 68.15% to 72.99% 68.61% to 68.93% Expected dividend yield 0.00% 0.00% 0.00% |
Stock Option Rollforward | The table below reflects summarizes share option activity for the three months ended December 31, 2018. Number of Weighted- Weighted- Aggregate Outstanding as of September 30, 2018 2,065,481 $ 9.87 9.35 $ 43,146 Granted 1,651,740 $ 31.23 — — Exercised — — — — Canceled or forfeited (5,947 ) $ 5.71 — — Outstanding as of December 31, 2018 3,711,274 $ 19.25 9.47 $ 51,464 Exercisable as of December 31, 2018 206,085 $ 0.50 8.48 $ 6,664 Vested and expected to vest as of December 31, 2018 3,711,274 $ 19.25 9.47 $ 51,464 |
Schedule of Nonvested Share Activity | A summary of the changes in the Company’s restricted ordinary shares during the three months ended December 31, 2018 is as follows. Number of Weighted average grant date fair value Unvested and outstanding at September 30, 2018 815,632 $ 4.17 Granted — — Vested (106,233 ) 3.97 Canceled or forfeited (565 ) 2.99 Unvested and outstanding at December 31, 2018 708,834 $ 4.10 |
Schedule of Restricted Stock Valuation Assumptions | The assumptions (see Note 2) used in the OPM to determine the fair value of the ordinary shares for the following dates were as follows: March 2, 2016 April 26, 2017 September 25, 2017 March 31, 2018 May 31, 2018 Expected term 2.8 years 1.2 years 0.8 years 1.8 years 1.8 years Risk-free interest rate 1.0 % 1.0 % 1.3 % 2.1 % 2.1 % Expected volatility 73.2 % 76.6 % 71.0 % 71 % 71 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % |
Schedule of Allocated Share Based Compensation | Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Three months ended December 31, Year ended September 30, 2018 2018 2017 2016 Research and development $ 1,906 $ 3,116 $ 1,145 $ 916 General and administrative 1,487 3,649 2,008 1,341 Total share-based compensation $ 3,393 $ 6,765 $ 3,153 $ 2,257 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) at the statutory corporate income tax rate to the income tax expense (benefit) at the Company’s effective income tax rates is as follows (in thousands): Three months ended Year ended December 31, September 30, 2018 2018 2017 2016 Net loss before taxes $ (23,253 ) $ (52,031 ) $ (23,380 ) $ (14,327 ) U.K. statutory tax rate 19.0 % 19.0 % 19.5 % 20.0 % Income tax benefit at U.K. statutory tax rate (4,423 ) (9,886 ) (4,559 ) (2,865 ) Tax incentives / credits (3,234 ) (7,296 ) (3,702 ) (1,837 ) Non-deductible expenses 127 1,553 609 694 Adjustments in respect of prior years 265 (13 ) 13 57 Operating losses 3,605 7,317 3,754 2,168 Tax on property, plant, equipment and intangibles 140 233 113 — Other, net 915 812 119 6 Total income tax benefit $ (2,605 ) $ (7,280 ) $ (3,653 ) $ (1,777 ) Effective rate of income tax 11.2 % 14.0 % 15.6 % 12.4 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following at December 31, 2018 and September 30, 2018 and 2017 (in thousands): December 31, September 30, 2018 2018 2017 Deferred tax assets: Other differences $ 2,870 $ 1,785 $ 11 Tax losses 7,851 6,515 3,878 Fixed assets 621 1,740 1,098 Total deferred tax assets 11,342 10,040 4,987 Valuation allowances (11,342 ) (10,040 ) (4,987 ) Net deferred tax asset (liability) $ — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Operating Lease Payments | The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2018 (in thousands): Year ending December 31, 2019 $ 2,244 2020 2,332 2021 1,934 2022 1,324 2023 1,196 Thereafter 1,121 Total $ 10,151 |
Selected Financial Data for t_2
Selected Financial Data for the Three Months Ended December 31, 2017 (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Condensed Comparative Information For The Three Months Ended December 31, 2017 | The following tables present condensed comparative information for the three months ended December 31, 2017: Three Months Ended 2017 (unaudited) Results of Operations Grant income $ 231 Operating expenses: Research and development (5,564 ) General and administrative (3,084 ) Total operating expenses, net (8,417 ) Other income (expense): Interest income 181 Other income (expense) (685 ) Total other income (expense), net (504 ) Net loss before income tax (8,921 ) Income tax benefit 1,397 Net loss attributable to ordinary shareholders $ (7,524 ) Cash Flows Net cash used in operating activities $ (8,797 ) Net cash used in investing activities (764 ) Net cash provided by financing activities 433 Effect of exchange rate changes on cash 1,042 Net decrease in cash $ (8,086 ) Balance Sheet Data Cash $ 128,984 Working capital (1) 131,576 Net assets 137,515 Total assets 142,715 Ordinary shares 1 Additional paid-in-capital 195,644 Total shareholders' equity 137,515 (1) The Company defines working capital as current assets less current liabilities. |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 26, 2018 | Jun. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Class of Stock | |||||||
Net loss | $ 20,648 | $ 7,524 | $ 44,751 | $ 19,727 | $ 12,550 | ||
Accumulated deficit | 113,301 | 92,653 | 47,902 | ||||
Cash | $ 217,450 | $ 128,984 | $ 246,984 | $ 137,070 | $ 28,059 | ||
Ordinary shares | IPO | |||||||
Class of Stock | |||||||
Number of shares issued in transaction (shares) | 10,147,059 | ||||||
Per share price of issuance (usd per share) | $ 17 | ||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 156,500 | ||||||
Ordinary shares | Options | |||||||
Class of Stock | |||||||
Number of shares issued in transaction (shares) | 1,323,529 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Accounting Policies [Abstract] | ||||
Restricted cash | $ 105,000 | $ 105,000 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 39 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment | |||
Fixed asset impairment | $ 0 | $ 10,000 | $ 0 |
Office equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment useful life | 3 years | ||
Lab equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment useful life | 5 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment | |||
Property, plant and equipment useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets Subject to Amortization (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Software | |
Finite-Lived Intangible Assets | |
Impairment of finite lived intangible | $ 0.4 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Segment Information (Details) | 3 Months Ended |
Dec. 31, 2018segmentregion | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 1 |
Number of geographic regions | region | 2 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Research and development tax credits | $ 37 | $ 200 | $ 200 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Foreign currency translation gain (loss) | $ 1,100 | $ 4,000 | $ (25) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Patent Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Patent costs | $ 0.2 | $ 1 | $ 0.5 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Foreign currency exchange translation adjustment | $ (5,568) | $ (6,071) | $ 802 | $ (2,942) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive shares (shares) | 4,420,108 | 2,881,113 | 1,928,626 | 1,266,619 |
Unvested restricted incentive shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive shares (shares) | 708,834 | 815,632 | 1,358,317 | 1,266,619 |
Incentive share options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive shares (shares) | 3,711,274 | 2,065,481 | 570,309 | 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Research and development claims receivable | $ 10,272 | $ 7,191 | $ 4,069 |
Prepayments | 2,069 | 2,208 | 681 |
VAT receivable | 1,973 | 1,274 | 248 |
Other assets | 0 | 717 | 0 |
Grant income receivable | 661 | 678 | 279 |
Other receivable | 436 | 121 | 135 |
Total prepaid expenses and other current assets | $ 15,411 | $ 12,189 | $ 5,412 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment | |||
Less: accumulated depreciation | $ (3,708) | $ (3,138) | $ (1,528) |
Total property and equipment, net | 19,968 | 13,528 | 6,180 |
Lab equipment | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 10,771 | 10,473 | 4,141 |
Office equipment | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 1,610 | 1,019 | 950 |
Furniture and fixtures | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 599 | 594 | 517 |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 2,076 | 2,124 | 2,100 |
Assets under construction | |||
Property, Plant and Equipment | |||
Property and equipment, gross | $ 8,620 | $ 2,456 | $ 0 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 645 | $ 1,709 | $ 1,009 | $ 478 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||||
Compensation and benefits | $ 3,296 | $ 2,500 | $ 1,662 | |
Research and development costs | 9,362 | 6,659 | 339 | |
UCLB milestone | 638 | 653 | $ 500 | 0 |
Professional fees | 4,130 | 3,099 | 300 | |
Deferred rent | 561 | 569 | 197 | |
Other liabilities | 1,067 | 623 | 589 | |
Total accrued expenses and other liabilities | 19,054 | 14,103 | 3,087 | |
Taxes payable | 600 | |||
Current portion of long term debt and leases | $ 400 | $ 400 | $ 400 |
Shareholders_ Equity - Ordinary
Shareholders’ Equity - Ordinary Shares (Details) - Ordinary shares - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Class of Stock | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | 37,426,509 |
Common stock, par value (usd per share) | $ 0.000042 | $ 0.000042 | $ 0.000042 |
Shareholders_ Equity - Initial
Shareholders’ Equity - Initial Public Offering and Impact of Corporate Reorganization (Details) | Jun. 26, 2018USD ($)$ / sharesshares | Jun. 22, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Jun. 22, 2018GBP (£)shares | Dec. 31, 2017USD ($) |
Class of Stock | ||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 0 | $ 156,920,000 | $ 127,686,000 | $ 32,222,000 | ||||
Payment of stock issuance cost | $ 16,000,000 | |||||||
Equity conversion ratio | 3.185 | |||||||
Shares outstanding (shares) | shares | 129,073,591 | 129,074,156 | 29,962,742 | |||||
Shares value | $ 1,000 | |||||||
Ordinary shares | ||||||||
Class of Stock | ||||||||
Shares outstanding (shares) | shares | 40,145,617 | 40,146,182 | ||||||
Shares value | $ 2,000 | $ 2,000 | $ 1,000 | |||||
Ordinary shares | IPO | ||||||||
Class of Stock | ||||||||
Number of shares issued in transaction (shares) | shares | 10,147,059 | |||||||
Per share price of issuance (usd per share) | $ / shares | $ 17 | |||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 156,500,000 | |||||||
Deferred Shares | ||||||||
Class of Stock | ||||||||
Shares outstanding (shares) | shares | 34,425 | 34,425 | 34,425 | 34,425 | ||||
Shares value | $ 1 | $ 0 | $ 0 | 0 | ||||
Deferred B shares | ||||||||
Class of Stock | ||||||||
Shares outstanding (shares) | shares | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||
Shares value | $ 118,000 | $ 118,000 | $ 118,000 | 0 | ||||
Share capital registration threshold | £ | £ 50,000 | |||||||
Deferred C shares | ||||||||
Class of Stock | ||||||||
Shares outstanding (shares) | shares | 1 | 1 | ||||||
Shares value | $ 1 | $ 0 | $ 0 | $ 0 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - shares | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 22, 2018 | Sep. 30, 2017 |
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 129,073,591 | 129,074,156 | 29,962,742 | |
Series A preferred shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 24,490,705 | |||
Class B ordinary shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 3,375,196 | |||
Class C ordinary shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 2,096,841 | |||
Ordinary shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 40,145,617 | 40,146,182 | ||
Deferred Shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 34,425 | 34,425 | 34,425 | |
Deferred B shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 88,893,548 | 88,893,548 | 88,893,548 | |
Deferred C Shares | ||||
Class of Stock | ||||
Total ordinary and Deferred shares (shares) | 1 | 1 |
Share Based Compensation - 2018
Share Based Compensation - 2018 Equity Incentive Plan (Narratives) (Details) | 3 Months Ended |
Dec. 31, 2018shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share based compensation term (years) | 10 years |
Vesting Group One | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period (years) | 4 years |
Award vesting percentage | 25.00% |
Vesting Group One | Performance Based | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period (years) | 4 years |
Award vesting percentage | 25.00% |
Vesting Group Two | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period (years) | 3 years |
Vesting Group Two | Performance Based | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period (years) | 3 years |
2018 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares authorized for distribution (shares) | 14,000,000 |
Increase in reserved shares term | 10 years |
Periodical increase in authorized shares (percentage) | 4.00% |
2018 Equity Incentive Plan | Ordinary shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares authorized for distribution (shares) | 3,281,622 |
2018 Equity Incentive Plan - New | Ordinary shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares authorized for distribution (shares) | 3,025,548 |
2018 Equity Incentive Plan - Shares Available Under 2017 Plan | Ordinary shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares authorized for distribution (shares) | 256,074 |
Share Based Compensation - Opti
Share Based Compensation - Options Valuation Assumptions (Details) - Stock options | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected term (in years) | 6 years | 6 years | 6 years |
Risk-free interest rate minimum (percentage) | 2.70% | 2.61% | 1.91% |
Risk-free interest rate maximum (percentage) | 3.09% | 3.00% | 2.05% |
Expected volatility minimum (percentage) | 69.52% | 68.15% | 68.61% |
Expected volatility maximum (percentage) | 71.26% | 72.99% | 68.93% |
Expected dividend yield (percentage) | 0.00% | 0.00% | 0.00% |
Share Based Compensation - Shar
Share Based Compensation - Share Options Rollforward (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | ||
Beginning balance (shares) | 2,065,481 | |
Granted (shares) | 1,651,740 | |
Exercised (shares) | 0 | |
Canceled or forfeited (shares) | (5,947) | |
Ending balance (shares) | 3,711,274 | 2,065,481 |
Shares Exercisable (shares) | 206,085 | |
Vested and expected to vest (shares) | 3,711,274 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ||
Beginning balance (weighted average exercise price) (usd per share) | $ 9.87 | |
Granted (weighted average exercise price) (usd per share) | 31.23 | |
Exercised (weighted average exercise price) (usd per share) | 0 | |
Canceled or forfeited (weighted average exercise price) (usd per share) | 5.71 | |
Ending balance (weighted average exercise price) (usd per share) | 19.25 | $ 9.87 |
Exercisable (weighted average exercise price) (usd per share) | 0.50 | |
Vested or expected to vest (weighted average exercise price) (usd per share) | $ 19.25 | |
Options outstanding (weighted- average remaining contractual term years) | 9 years 5 months 19 days | 9 years 4 months 6 days |
Options exercisable (weighted- average remaining contractual term years) | 8 years 5 months 22 days | |
Vested and expected to vest (weighted- average remaining contractual term years) | 9 years 5 months 19 days | |
Options outstanding (aggregate intrinsic value) | $ 51,464 | |
Options exercisable (aggregate intrinsic value) | 6,664 | |
Options vested and expected to vest (aggregate intrinsic value) | $ 51,464 | $ 43,146,000 |
Share Based Compensation - Sh_2
Share Based Compensation - Share Options (Narratives) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 1,651,740 | ||
Non-employee compensation expense | $ 50 | $ 100 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average grant date fair value (usd per share) | $ 20.04 | $ 8.55 | $ 4.04 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Ordinary Shares Valuation Assumptions (Details) - Restricted Ordinary Shares | May 31, 2018 | Mar. 31, 2018 | Sep. 25, 2017 | Apr. 26, 2017 | Mar. 02, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||||
Expected term (in years) | 1 year 9 months 18 days | 1 year 9 months 18 days | 9 months 18 days | 1 year 2 months 12 days | 2 years 9 months 18 days |
Risk-free interest rate (percentage) | 2.10% | 2.10% | 1.30% | 1.00% | 1.00% |
Expected volatility (percentage) | 71.00% | 71.00% | 71.00% | 76.60% | 73.20% |
Expected dividend yield (percentage) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Share Based Compensation - Re_2
Share Based Compensation - Restricted Ordinary Shares Rollforward (Details) - Restricted Ordinary Shares - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||
Unvested and outstanding beginning balance (shares) | 815,632 | |
Granted (shares) | 0 | 0 |
Vested (shares) | (106,233) | |
Canceled or forfeited (shares) | (565) | |
Unvested and outstanding ending balance (shares) | 708,834 | 815,632 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | ||
Unvested and outstanding beginning balance (weighted average grant date fair value) (usd per share) | $ 4.17 | |
Granted (weighted average grant date fair value) (usd per share) | 0 | |
Vested (weighted average grant date fair value) (usd per share) | 3.97 | |
Canceled or forfeited (weighted average grant date fair value) (usd per share) | 2.99 | |
Unvested and outstanding ending balance (weighted average grant date fair value) (usd per share) | $ 4.10 | $ 4.17 |
Share Based Compensation - Re_3
Share Based Compensation - Restricted Ordinary Shares (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share based compensation expense | $ 3,393 | $ 6,765 | $ 3,153 | $ 2,257 |
Non-employee compensation expense | $ 50 | $ 100 | ||
Restricted Ordinary Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (shares) | 0 | 0 | ||
Vested (shares) | 106,233 | |||
Unrecognized stock based compensation | $ 1,100 | |||
Non-employee compensation expense | $ 100 | $ 1,000 | $ 200 | |
Restricted Ordinary Shares | Service Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (shares) | 439 | |||
Restricted Ordinary Shares | Service and Performance Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (shares) | 641,711 | |||
Restricted Ordinary Shares | Performance Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vested (shares) | 159,490 | 24,896 | ||
Share based compensation expense | $ 1,000 | $ 800 |
Share Based Compensation - Comp
Share Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total share-based compensation | $ 3,393 | $ 6,765 | $ 3,153 | $ 2,257 |
Unrecognized stock based compensation | $ 42,000 | |||
Period for recognition of share based compensation (years) | 3 years 9 months 18 days | |||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total share-based compensation | $ 1,906 | 3,116 | 1,145 | 916 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total share-based compensation | $ 1,487 | $ 3,649 | $ 2,008 | $ 1,341 |
License Agreements (Details)
License Agreements (Details) £ in Thousands, $ in Thousands | 1 Months Ended | |||||||
Mar. 31, 2018GBP (£) | Mar. 31, 2016shares | Sep. 30, 2014USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | |
Schedule Of License Agreements [Line Items] | ||||||||
Accrued license fees payable | $ | $ 638 | $ 653 | $ 500 | $ 0 | ||||
UCLB | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Shares issued (shares) | shares | 313,971 | 1,497,643 | ||||||
Payment of upfront fees | £ 1,500 | $ 300 | ||||||
Annual license fee payments | £ 30 | |||||||
UCLB | Regulatory Approval | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Conditional payment, regulatory approval | 35,500 | |||||||
UCLB | Net Sales Levels | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Conditional payment, regulatory approval | 51,000 | |||||||
UCLB | Product Sales | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Conditional payment, regulatory approval | 18,000 | |||||||
UCLB | Product Sales | Minimum | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Conditional payment, regulatory approval | 1,000 | |||||||
UCLB | Product Sales | Maximum | ||||||||
Schedule Of License Agreements [Line Items] | ||||||||
Conditional payment, regulatory approval | £ 18,500 |
Income Taxes - (Narratives) (De
Income Taxes - (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit | $ 2,605 | $ 1,397 | $ 7,280 | $ 3,653 | $ 1,777 |
Effective rate of income tax (percentage) | 11.20% | 14.00% | 15.60% | 12.40% | |
Decrease in deferred tax assets | $ (1,300) | ||||
Operating loss carryforward, foreign | 46,200 | ||||
Deferred tax asset valuation allowances | $ 11,342 | $ 10,040 | $ 4,987 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Net loss before taxes | $ (23,253) | $ (8,921) | $ (52,031) | $ (23,380) | $ (14,327) |
U.K. statutory tax rate (percentage) | 19.00% | 19.00% | 19.50% | 20.00% | |
Income tax benefit at U.K. statutory tax rate | $ (4,423) | $ (9,886) | $ (4,559) | $ (2,865) | |
Tax incentives / credits | (3,234) | (7,296) | (3,702) | (1,837) | |
Non-deductible expenses | 127 | 1,553 | 609 | 694 | |
Non-deductible expenses | 265 | (13) | 13 | 57 | |
Operating losses | 3,605 | 7,317 | 3,754 | 2,168 | |
Tax on property, plant, equipment and intangibles | 140 | 233 | 113 | 0 | |
Other, net | 915 | 812 | 119 | 6 | |
Total income tax benefit | $ (2,605) | $ (1,397) | $ (7,280) | $ (3,653) | $ (1,777) |
Effective rate of income tax (percentage) | 11.20% | 14.00% | 15.60% | 12.40% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets: | |||
Other differences | $ 2,870 | $ 1,785 | $ 11 |
Tax losses | 7,851 | 6,515 | 3,878 |
Fixed assets | 621 | 1,740 | 1,098 |
Total deferred tax assets | 11,342 | 10,040 | 4,987 |
Valuation allowances | (11,342) | (10,040) | (4,987) |
Net deferred tax asset (liability) | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - (Narratives) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Loss Contingencies | |||
Rent expense | $ 500,000 | $ 900,000 | $ 600,000 |
Catapult Limited | |||
Loss Contingencies | |||
Rent free period (in months) | 6 months | ||
Whitewood Media Village GP Limited and Whitewood Media Village Nominee Limited | |||
Loss Contingencies | |||
Leasehold improvements | $ 6,600,000 | 2,500,000 | |
The Mutual Insurance Society Limited | |||
Loss Contingencies | |||
Lease term (in years) | 15 years | ||
Sucampo Pharmaceuticals, Inc. | |||
Loss Contingencies | |||
Rent free period (in months) | 4 months | ||
Operating lease | |||
Loss Contingencies | |||
Leasehold improvements | 100,000 | 2,100,000 | |
Operating lease | Imperial (Forest House) Limited | |||
Loss Contingencies | |||
Lease term (in years) | 10 years | ||
Period to exercise option for additional space (in months) | 15 months | ||
Licensing agreements | |||
Loss Contingencies | |||
Loss Contingency Accrual | $ 600,000 | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payment (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
2,019 | $ 2,244 |
2,020 | 2,332 |
2,021 | 1,934 |
2,022 | 1,324 |
2,023 | 1,196 |
Thereafter | 1,121 |
Total | $ 10,151 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2018GBP (£) | |
Related Party Transaction | ||||||
Professional fees | $ 200,000 | $ 1,000,000 | $ 500,000 | |||
Affiliated Entity | Syncona LLP | ||||||
Related Party Transaction | ||||||
Related party expense | 60,000 | 56,000 | $ 200,000 | |||
Due to related party | 13,000 | 3,000 | ||||
Affiliated Entity | University College London and Related Entities | ||||||
Related Party Transaction | ||||||
Due to related party | 200,000 | |||||
Related party transactions | 700,000 | 2,400,000 | ||||
Affiliated Entity | University College London and Related Entities | License fees | ||||||
Related Party Transaction | ||||||
Related party transactions | 40,000 | 1,500,000 | ||||
Affiliated Entity | Arix Bioscience | ||||||
Related Party Transaction | ||||||
Related party expense | 0 | 18,000 | 20,000 | $ 11,000 | ||
Due to related party | 0 | 0 | 2,000 | |||
Affiliated Entity | Kapil Dhingra, M.D. | ||||||
Related Party Transaction | ||||||
Due to related party | $ 3,000 | $ 46,000 | $ 32,000 | |||
Professional fees | £ | £ 10,000 | |||||
Incremental rate for professional fees | £ | £ 1,111 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Retirement Benefits [Abstract] | ||||
Employer contributions to defined benefit pension schemes | $ 200 | $ 500 | $ 300 | $ 100 |
Employer contribution (percent) | 4.00% | |||
Employer contributions | $ 18 |
Selected Financial Data for t_3
Selected Financial Data for the Three Months Ended December 31, 2017 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Results of Operations | ||||||
Grant income | $ 296 | $ 231 | $ 1,407 | $ 1,693 | $ 1,212 | |
Operating expenses: | ||||||
Research and development | (17,713) | (5,564) | (36,150) | (16,012) | (10,436) | |
General and administrative | (7,593) | (3,084) | (22,790) | (9,099) | (5,152) | |
Total operating expenses, net | (25,010) | (8,417) | (57,533) | (23,418) | (14,376) | |
Other income (expense): | ||||||
Interest income | 660 | 181 | 1,532 | 84 | 75 | |
Other income (expense) | 1,097 | (685) | 3,970 | (46) | (26) | |
Total other income, net | 1,757 | (504) | 5,502 | 38 | 49 | |
Net loss before income tax | (23,253) | (8,921) | (52,031) | (23,380) | (14,327) | |
Income tax benefit | 2,605 | 1,397 | 7,280 | 3,653 | 1,777 | |
Net loss attributable to ordinary shareholders | (20,648) | (7,524) | (44,751) | (19,727) | (12,550) | |
Cash Flows | ||||||
Net cash used in operating activities | (19,785) | (8,797) | (31,537) | (16,360) | (9,849) | |
Net cash used in investing activities | (4,422) | (764) | (9,531) | (2,876) | (1,855) | |
Net cash provided by financing activities | 0 | 433 | 156,920 | 127,686 | 32,222 | |
Effect of exchange rate changes on cash | 1,042 | |||||
Net decrease in cash | (8,086) | |||||
Balance Sheet Data | ||||||
Cash | 217,450 | 128,984 | 246,984 | 137,070 | 28,059 | |
Working capital | 131,576 | |||||
Net assets | 137,515 | |||||
Total assets | 254,210 | 142,715 | 273,205 | 148,662 | ||
Ordinary shares | 1 | |||||
Additional paid-in capital | 361,311 | 195,644 | 357,918 | 194,351 | ||
Total shareholders' equity | $ 232,642 | $ 137,515 | $ 255,465 | $ 142,601 | $ 30,687 | $ 10,501 |