Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2021 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38547 |
Entity Registrant Name | Autolus Therapeutics plc |
Entity Incorporation, State or Country Code | X0 |
Entity Address, Address Line One | The MediaWorks |
Entity Address, Address Line Two | 191 Wood Lane |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W12 7FP |
Entity Address, Country | GB |
Title of 12(b) Security | American Depository Shares, each representing one ordinary share, nominal value $0.000042 per share |
Trading Symbol | AUTL |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 90,907,830 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001730463 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 191 Wood Lane |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W12 7FP |
Entity Address, Country | GB |
Contact Personnel Name | Christian Itin |
City Area Code | +44 20 |
Local Phone Number | 3829 6230 |
Contact Personnel Email Address | ir@autolus.com |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Reading, United Kingdom |
Auditor Firm ID | 1438 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 310,338,000 | $ 153,299,000 |
Restricted cash | 338,000 | 786,000 |
Prepaid expenses and other current assets | 36,276,000 | 42,899,000 |
Total current assets | 346,952,000 | 196,984,000 |
Non-current assets: | ||
Property and equipment, net | 33,541,000 | 38,046,000 |
Prepaid expenses and other non-current assets | 2,362,000 | 3,033,000 |
Operating lease right-of-use assets, net | 18,775,000 | 51,637,000 |
Long-term deposits | 2,039,000 | 2,625,000 |
Deferred tax asset | 1,826,000 | 1,754,000 |
Intangible assets, net | 65,000 | 158,000 |
Total assets | 405,560,000 | 294,237,000 |
Current liabilities: | ||
Accounts payable | 431,000 | 2,263,000 |
Accrued expenses and other liabilities | 23,667,000 | 27,781,000 |
Operating lease liabilities, current | 4,453,000 | 3,590,000 |
Total current liabilities | 28,551,000 | 33,634,000 |
Non-current liabilities: | ||
Operating lease liabilities, non-current | 16,545,000 | 50,571,000 |
Liability related to sale of future royalty and sales milestones, net | 47,016,000 | 0 |
Other long term payables | 128,000 | 0 |
Total liabilities | 92,240,000 | 84,205,000 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity: | ||
Additional paid-in capital | 843,108,000 | 595,016,000 |
Accumulated other comprehensive loss | (8,570,000) | (5,861,000) |
Accumulated deficit | (521,340,000) | (379,244,000) |
Total shareholders' equity | 313,320,000 | 210,032,000 |
Total liabilities and shareholders' equity | 405,560,000 | 294,237,000 |
Ordinary shares | ||
Shareholders' equity: | ||
Ordinary and Deferred shares | 4,000 | 3,000 |
Deferred Shares | ||
Shareholders' equity: | ||
Ordinary and Deferred shares | 0 | 0 |
Deferred B shares | ||
Shareholders' equity: | ||
Ordinary and Deferred shares | 118,000 | 118,000 |
Deferred C shares | ||
Shareholders' equity: | ||
Ordinary and Deferred shares | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020£ / sharesshares |
Ordinary shares | ||||
Shareholders' equity: | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.000042 | $ 0.000042 | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | ||
Common stock, shares, issued (shares) | 90,907,830 | 90,907,830 | 52,346,231 | 52,346,231 |
Common stock, shares outstanding (shares) | 90,907,830 | 90,907,830 | 52,346,231 | 52,346,231 |
Deferred Shares | ||||
Shareholders' equity: | ||||
Common stock, par value (in usd per share) | £ / shares | £ 0.00001 | £ 0.00001 | ||
Common stock, shares authorized (shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Common stock, shares outstanding (shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Deferred B shares | ||||
Shareholders' equity: | ||||
Common stock, par value (in usd per share) | £ / shares | £ 0.00099 | £ 0.00099 | ||
Common stock, shares authorized (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 |
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | ||
Common stock, shares outstanding (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 |
Deferred C shares | ||||
Shareholders' equity: | ||||
Common stock, par value (in usd per share) | £ / shares | £ 0.000008 | £ 0.000008 | ||
Common stock, shares authorized (shares) | 1 | 1 | 1 | 1 |
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 |
Common stock, shares outstanding (shares) | 1 | 1 | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | |||
Research and development | $ (134,789,000) | $ (134,888,000) | $ (105,418,000) |
General and administrative | (31,865,000) | (34,972,000) | (39,452,000) |
Loss on impairment of leasehold improvements | 0 | 0 | (4,102,000) |
Loss on disposal of leasehold improvements | (676,000) | 0 | 0 |
Total operating expenses, net | (165,000,000) | (168,145,000) | (146,064,000) |
Other (expense) income: | |||
Interest income | 262,000 | 536,000 | 2,542,000 |
Other (expense) income | (145,000) | 1,352,000 | 4,514,000 |
Interest expense | (1,105,000) | 0 | 0 |
Total other (expense) income, net | (988,000) | 1,888,000 | 7,056,000 |
Net loss before income tax | (165,988,000) | (166,257,000) | (139,008,000) |
Income tax benefit | 23,892,000 | 24,163,000 | 15,159,000 |
Net loss attributable to ordinary shareholders | (142,096,000) | (142,094,000) | (123,849,000) |
Other comprehensive (loss) income: | |||
Foreign currency exchange translation adjustment | (2,709,000) | 2,830,000 | 6,797,000 |
Total comprehensive loss | $ (144,805,000) | $ (139,264,000) | $ (117,052,000) |
Basic net loss per ordinary share (in usd per share) | $ (1.97) | $ (2.76) | $ (2.88) |
Diluted net loss per ordinary share (in usd per share) | $ (1.97) | $ (2.76) | $ (2.88) |
Weighted-average basic ordinary shares (in shares) | 72,084,078 | 51,558,075 | 43,065,542 |
Weighted-average diluted ordinary shares (in shares) | 72,084,078 | 51,558,075 | 43,065,542 |
Grant | |||
Total License revenue | $ 823,000 | $ 1,473,000 | $ 2,908,000 |
License | |||
Total License revenue | $ 1,507,000 | $ 242,000 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) | Total | 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 (shares) at Dec. 31, 2018 | 40,145,617 | 34,425 | 88,893,548 | 1 | ||||
Beginning balance at Dec. 31, 2018 | $ 232,642,000 | $ 2,000 | $ 0 | $ 118,000 | $ 0 | $ 361,311,000 | $ (15,488,000) | $ (113,301,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares, net of issuance costs (shares) | 4,830,000 | |||||||
Issuance of ordinary shares, net of issuance costs | 108,815,000 | 108,815,000 | ||||||
Share-based compensation expense | 30,386,000 | 30,386,000 | ||||||
Restricted shares - forfeited (shares) | (4,335) | |||||||
Exercise of stock options (shares) | 11,724 | |||||||
Exercise of stock options | 48,000 | 48,000 | ||||||
Unrealized gain (loss) on foreign currency translation | 6,797,000 | 6,797,000 | ||||||
Net loss | (123,849,000) | (123,849,000) | ||||||
Ending balance (shares) at Dec. 31, 2019 | 44,983,006 | 34,425 | 88,893,548 | 1 | ||||
Ending, balance at Dec. 31, 2019 | 254,839,000 | $ 2,000 | $ 0 | $ 118,000 | $ 0 | 500,560,000 | (8,691,000) | (237,150,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares, net of issuance costs (shares) | 7,250,000 | |||||||
Issuance of ordinary shares, net of issuance costs | 73,953,000 | $ 1,000 | 73,952,000 | |||||
Share-based compensation expense | $ 20,021,000 | 20,021,000 | ||||||
Restricted shares - forfeited (shares) | (1,969) | |||||||
Exercise of stock options (shares) | 115,194 | 115,194 | ||||||
Exercise of stock options | $ 483,000 | 483,000 | ||||||
Unrealized gain (loss) on foreign currency translation | 2,830,000 | 2,830,000 | ||||||
Net loss | (142,094,000) | (142,094,000) | ||||||
Ending balance (shares) at Dec. 31, 2020 | 52,346,231 | 34,425 | 88,893,548 | 1 | ||||
Ending, balance at Dec. 31, 2020 | 210,032,000 | $ 3,000 | $ 0 | $ 118,000 | $ 0 | 595,016,000 | (5,861,000) | (379,244,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares, net of issuance costs (shares) | 38,202,155 | |||||||
Issuance of ordinary shares, net of issuance costs | 228,161,000 | $ 1,000 | 228,160,000 | |||||
Share-based compensation expense | $ 9,937,000 | 9,937,000 | ||||||
Vesting of restricted stock (in shares) | 163,375 | |||||||
Exercise of stock options (shares) | 196,069 | 196,069 | ||||||
Exercise of stock options | $ 127,000 | 127,000 | ||||||
Issuance of warrants, net of transaction costs | 9,868,000 | 9,868,000 | ||||||
Unrealized gain (loss) on foreign currency translation | (2,709,000) | (2,709,000) | ||||||
Net loss | (142,096,000) | (142,096,000) | ||||||
Ending balance (shares) at Dec. 31, 2021 | 90,907,830 | 34,425 | 88,893,548 | 1 | ||||
Ending, balance at Dec. 31, 2021 | $ 313,320,000 | $ 4,000 | $ 0 | $ 118,000 | $ 0 | $ 843,108,000 | $ (8,570,000) | $ (521,340,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (142,096) | $ (142,094) | $ (123,849) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 8,458 | 5,658 | 4,611 |
Loss on disposal of fixed assets and intangible assets | 672 | 0 | 43 |
Non-cash share-based compensation (net of amount capitalized) | 9,937 | 20,107 | 30,212 |
Non-cash interest expense | 1,093 | 0 | 0 |
Loss (Gain) on lease incentive and reassessment | 9 | (1,335) | 0 |
Loss on impairment of leasehold improvements | 0 | 0 | 4,102 |
Gain on termination of operating lease | 0 | (160) | 0 |
Deferred income tax | (72) | (1,344) | (399) |
Changes in operating assets and liabilities | |||
Decrease (increase) in prepaid expenses and other current assets | 5,574 | (2,660) | (21,008) |
Decrease (increase) in prepaid expenses and other non-current assets | 503 | (2,637) | 0 |
Decrease (increase) in long-term deposits | 575 | (508) | (702) |
(Decrease) increase in accounts payable | (1,816) | 1,439 | (1,451) |
Decrease operating lease right of use assets, net | 3,728 | 3,670 | 2,551 |
(Decrease) increase in accrued expenses and other liabilities | (2,021) | 5,608 | 4,958 |
(Decrease) in current and non-current operating lease liabilities | (2,405) | (3,502) | (552) |
Net cash used in operating activities | (117,861) | (117,758) | (101,484) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (8,857) | (14,681) | (18,341) |
Purchase of intangible assets | 0 | 0 | (327) |
Net cash used in investing activities | (8,857) | (14,681) | (18,668) |
Cash flows from financing activities: | |||
Proceeds of issuance of ordinary shares | 245,900 | 79,750 | 115,920 |
Proceeds from exercise of share options | 125 | 462 | 43 |
Proceeds from liability related to the sale of future royalties and sales milestones | 50,000 | 0 | 0 |
Payments of equity issuance costs | (11,453) | (5,797) | (7,100) |
Payments of issuance costs related to the liability related to the sale of future royalties and sales milestones | (509) | 0 | 0 |
Net cash provided by financing activities | 284,063 | 74,415 | 108,863 |
Effect of exchange rate changes on cash and restricted cash | (754) | 679 | 5,164 |
Net increase (decrease) in cash and restricted cash | 156,591 | (57,345) | (6,125) |
Cash and restricted cash, beginning of period | 154,085 | 211,430 | 217,555 |
Cash and restricted cash, end of period | 310,676 | 154,085 | 211,430 |
Supplemental cash flow information | |||
Cash paid for taxes | 364 | 1,841 | 1,535 |
Supplemental non-cash flow information | |||
Property and equipment purchases included in accounts payable or accrued | 3,712 | 2,499 | 2,818 |
Leased assets terminated and obtained in exchange for operating lease liabilities, net | 28,517 | 2,487 | 0 |
Reduction in right of use asset | 627 | 0 | 1,919 |
Leased assets obtained in exchange for operating lease liabilities | 0 | 26,956 | 0 |
Capitalized share-based compensation, net of forfeitures | 0 | (86) | 174 |
Capitalized implementation costs included in accrued expenses | 100 | 144 | 0 |
Issuance costs included in accounts payable and accrued expenses | 245 | ||
Warrants issued in relation to Blackstone Agreements at relative fair value | 9,868 | 0 | 0 |
Reconciliation of cash and restricted cash reported within the consolidated balance sheets | |||
Cash | 310,338 | 153,299 | 210,643 |
Short-term restricted cash | 338 | 786 | 787 |
Total cash and restricted cash | $ 310,676 | $ 154,085 | $ 211,430 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Autolus Therapeutics plc and its subsidiaries (collectively "Autolus" or 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 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 and more recently, from strategic financing. The Company has incurred recurring losses since its inception, including net losses of $142.1 million, $142.1 million and $123.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $521.3 million and $379.2 million, 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, 2021 of $310.3 million will be sufficient to fund the Company’s operations for at least 12 months from the issuance date of these consolidated financial statements. The Company is a public limited company incorporated and registered 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 $156.5 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company. On April 15, 2019, the Company completed an underwritten public offering of 4,830,000 ADSs representing 4,830,000 ordinary shares, at a public offering price of $24.00 per ADS, which includes an additional 630,000 ADSs issued upon the exercise in full of the underwriters’ option to purchase additional ADSs. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $108.8 million. On January 27, 2020, the Company completed an underwritten public offering of 7,250,000 ADSs representing 7,250,000 ordinary shares, at a public offering price of $11.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts, were $74.0 million. In January 2021, the Company sold an aggregate of 1,718,506 ADSs under its Open Market Sale Agreement ("Sales Agreement") with Jefferies LLC as sales agent. Aggregate net proceeds to the Company, after commission fees and offering expenses, were $15.3 million. On February 12, 2021, the Company completed an underwritten public offering of 14,285,715 ADSs, which includes the full exercise by the underwriters to purchase an additional 2,142,857 ADSs, at a public offering price of $7.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $106.9 million. On June 17, 2021 the Company sold an aggregate of 2,069,466 ADSs under its Sales Agreement with Jefferies LLC as sales agent. Aggregate net proceeds to the Company after commission fees and offering expenses, were $14.3 million. Blackstone Agreements On November 6, 2021, the Company concurrently entered into a (i) Strategic Collaboration and Financing Agreement, (the “Blackstone Collaboration Agreement"), (ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”), and (iii) Warrant Agreement (the “Blackstone Warrant”) and (iv) a Registration Rights Agreement (the “Blackstone Registration Rights Agreement”), collectively called the "Blackstone Agreements", with BXLS V - Autobahn L.P, ("Blackstone"). The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate. The Company concluded that there were three units of accounting for the consideration received per the Blackstone Agreements which comprised of (i) the Blackstone Collaboration Agreement, (ii) the purchase of ADSs and consequently ordinary shares, (iii) Blackstone Warrants. The three units of accounting are recorded at fair value upon initial recognition and are not subsequent measured at fair value. The Company allocated the total gross proceeds arising from the Blackstone Collaboration Agreement and the Blackstone Securities Purchase Agreement along with the issuance of the Blackstone Warrant among the three units of accounting on a relative fair value basis at the time of the transaction as follows: Units of Accounting Gross proceeds (in millions) Initial fair value (in millions) Allocated consideration based on relative fair value (in millions) Net allocated consideration based on relative fair value after transaction costs* (in millions) Liability related to the sale of future royalties and sales milestones, net (Blackstone Collaboration Agreement) $ 50.0 $ 49.6 $ 46.4 $ 45.9 ADSs, representing ordinary shares $ 100.0 $ 100.0 $ 93.6 $ 91.6 Warrants $ — $ 10.7 $ 10.0 $ 9.9 Total $ 150.0 $ 160.3 $ 150.0 $ 147.4 * In addition, the total shared transaction costs of $1.7 million, relating to the Blackstone Agreement have been allocated to the three units of accounting on a relative fair value basis. Blackstone Collaboration Agreement Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay us up to $150 million to support the continued development of the Company's CD19 CAR T cell investigational therapy product candidate, obecabtagene autoleucel (obe-cel), as well as next generation product therapies of obe-cel in B-cell malignancies. The first $50 million has been paid by Blackstone as an upfront payment and the remainder (up to $100 million) will be payable based on certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”). For further details of the Blackstone Collaboration Agreement, see Note 13, “Liability related to future sale of royalties and sales milestones, net". Blackstone Securities Purchase Agreement Pursuant to the Blackstone Securities Purchase Agreement, the Company sold 17,985,611 ADSs representing 17,985,611 ordinary shares, at a private placement price of $5.56 per ADS to Blackstone resulting in gross proceeds of $100 million. The Company received aggregate net proceeds of $98.0 million, after offering expenses. Pursuant to the Blackstone Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 45 days following the Closing Date (as defined in the Blackstone Securities Purchase Agreement”) for the purpose of registering the ordinary shares underlying the ADSs issued pursuant to the Blackstone Securities Purchase Agreement and the ordinary shares underlying the ADSs to be issued upon exercise of the Blackstone Warrant. Blackstone Warrant Agreement Pursuant to the Blackstone Warrant, the Company issued Blackstone a warrant to purchase up to 3,265,306 ADSs representing 3,265,306 of the Company's ordinary shares, at an exercise price of $7.35 per ADS. The Blackstone Warrant is exercisable in whole or in part until November 6, 2026. For further details on the Warrant Agreement, see Note 10, “Warrants". |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation. 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. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share-based compensation including assessing the probability of meeting performance conditions, income taxes, initial fair value of warrants, and non-cash interest expense on liability related to sale of future royalties and sales milestones. 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. Going concern The financial position of the Company, its cash flows and liquidity position and borrowing facilities are described in the primary statements and notes to these sets of financial statements. The Company reported cash of $310.3 million and net current assets of $318.4 million as at December 31, 2021, with a net loss for the year the ended December 31, 2021 of $142.1 million. The Company did not generate positive operational cash flow which was largely due to the continuing focus on the research, development, and clinical activities to advance the programs within the Company’s pipeline. During the year ended December 31, 2021, the Company raised aggregated net proceeds of $284.1 million. In assessing the going concern assumptions, the Board has undertaken a rigorous assessment of the detailed forecasts covering the period through the end of 2023 taking into account a wide range of downside risks including program delays and non-receipt of milestone payments. As part of considering the downside risks, the Board has considered the impact of the ongoing coronavirus 2019 (‘‘COVID-19’’) pandemic. Whilst it is difficult to estimate the impact of COVID-19 pandemic due to the rapidly changing nature of the pandemic the Board has concluded that it will not have a significant negative impact on the cash outflows of the Company over the period assessed for going concern purposes. Consequently, the Company concluded with its existing cash of $310.3 million it believes it can fund operations for at least next 12 months from the date of issuance of these financial statements and as such has prepared the consolidated financial statements on the going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Additional funding may be needed before the existing programs are expected to reach commercialization, leading to operational cash inflows. Cash The Company considers cash in the consolidated financial statements to include cash at banks with a maturity of less than three months, which is subject to an insignificant risk of changes in value. Restricted Cash The Company's restricted cash consists of cash providing security for letters of credit in respect of lease agreements, credit cards and rental deposits relating to the sub-lease of facilities by Autolus to third parties. The Company entered into a credit card arrangement that requires a security deposit of $0.2 million. The restricted cash of $0.6 million as at December 31, 2020, was previously held for a letter of credit in connection with a lease which was released following the termination of the Company’s facility lease, in April 2021, and the $0.6 million was reclassified to cash. In October 2021, the Company entered into two sub-leasing agreements relating to the Enfield facility, which require rental deposits of $0.1 million in aggregate to be held by the Company. Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in of the following levels: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly • Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts reported in the balance sheets for cash, prepaid expenses and other assets, long term deposits, 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. The Company places cash 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. Implementation Costs in a Cloud Computing Arrangement The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the consolidated balance sheet in prepaid expenses and other assets, current and non-current, and are generally amortized over the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis. 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, 2021 and 2020, the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fixtures, and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset Assets under construction 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 recognized disposal loss of $0.7 million on leasehold improvements which are no longer being utilized in the facility in White City during the year ended December 31, 2021, and did not recognize a disposal loss during the years ended December 31, 2020 and 2019. The Company routinely evaluates the useful life attributed to its assets. During the second quarter ended June 30, 2019, the Company determined that the useful lives of certain lab equipment should be increased from five ten April 1, 2019. This change in useful life resulted in a reduction of depreciation expense of $0.3 million, and an increase in basic and diluted earnings per share of $0.01, for the year ended December 31, 2019. Impairment of Long-lived Assets 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 carrying 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 carrying value of the asset exceeds the fair value. The Company did not recognize an impairment for the years ended December 31, 2021 and 2020. During the year ended December 31, 2019, the Company recognized an impairment of $4.1 million relating to the discontinued fit-out of the Company's manufacturing capacity in Enfield, U.K. Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”), Topic 842, Leases (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet, leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct costs, or prepayments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components ( e.g. , land, building, etc.), non-lease components ( e.g. , common area maintenance, consumables, etc.), and non-components ( e.g. , property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019, the Company elected the practical expedients to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. The Company determined the underlying lease to be the predominant component, and therefore, the entire agreement was accounted for under ASC 842. Intangible Assets Subject to Amortization The Company’s intangible assets have been related to acquired software licenses 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 did not recognize an impairment loss related to intangible assets in the years ended December 31, 2021, 2020 and 2019. 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 manages its business as a single operating segment, which is the business of developing and commercializing gene therapies. The Company operates in two geographic regions: the United Kingdom and the United States. A majority of the Company’s assets are held in the United Kingdom. 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.'s research and development expenditure credit ("RDEC") of $0.1 million, $0.1 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, 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 clinical research organizations 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. The Company accounts for forfeitures as they occur. 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. The measurement date for employee awards is the date of grant, and share-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on an accelerated basis. In the year ended December 31, 2019 the Company adopted Accounting Standards Update (“ASU”) No. 2018-07, “Compensation —Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting” (“ASU No. 2018-07”), prior to which the measurement date for non-employee awards was generally the date the services were completed, resulting in financial reporting period adjustments to share-based compensation during the vesting terms for changes in the fair value of the awards. After the adoption of ASU No. 2018-07, the measurement date for non-employee awards is the later of the adoption date of ASU No. 2018-07 or the date of grant, without changes in the fair value of the award. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 9, "Share based compensation", for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial s tatements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for the Company's ADSs for expected terms greater than 3.5 years. Therefore, it uses a combination of the historical volatility of the ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded ADS 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. The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the date the grant is approved by the board of directors. 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 losses of $2.3 million and $0.2 million for the years ended December 31, 2021, and 2020, respectively and a foreign exchange gain of $4.6 million, for the year ended December 31, 2019, which are included in other (expense) 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 $1.7 million, $2.1 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, 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. License Revenue The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company has no products approved for commercial sale and have not generated any revenue from commercial product sales. The total revenue to date has been generated principally from license agreements with the Company's two customers. The Company executed the Research, Option and License Agreement with Moderna during the year ended December 31, 2021 which included a non-refundable upfront license fee, options for future commercial licenses, payments based upon achievement of clinical development and regulatory objectives, payments based upon achievement of certain levels of product sales, and royalties on product sales. The Company recorded license revenue of $1.5 million and $0.2 million for the years ended December 31, 2021 and 2020. The Company did not recognize any revenue related to licenses for the year ended December 31, 2019 In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. License Fees and Multiple Element Arrangements If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that the Company promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. The Company did not recognize any revenue related to customer options during the years ended December 31, 2021, 2020 and 2019, respectively. Contingent Research Milestone Payments ASC Topic 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example. If the consideration in a contract includes a variable amount, the Company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if the Company’s entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period. The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant. U.S. GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinate. The Company considers all relevant factors. For the years ended December 31, 2021, 2020 and 2019, the Company has not recognized any variable consideration with regards to the development milestones which are included in the license agreement that was executed during the year ended December 31, 2021. These development milestones are not yet probable and therefore no revenue has been recognized. Royalty Revenue For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). For the years ended December 31, 2021 and 2020, we have not recognized any royalty revenue from the license agreements that were executed in the current and prior periods. Interest Expense and Liability Related to Sale of Future Royalties and Sales Milestones, net The Company accounted for the Blackstone Collaboration Agreement as a liability. See Note 13, "Liability relating to the sale of future royalties and milestones, net" for additional details. The liability relates to the sale of future royalties and sales milestones and the related non-cash interest expense are measured based on the Company's current estimates of the timing and amount of expected future royalty and milestone payments expected to be paid over the estimated term of the agreement. The liability is amortized using the effective interest rate method, resulting in recognition of non-cash interest expense over the estimated term of the agreement. Each reporting period the Company assesses the estimated timing and amount of future expected royalty and milestone payments over the estimated term. If there are changes to the estimate, the Company recognizes the impact to the liability’s amortization schedule and the related non-cash interest expense using the catch-up method. The Company’s estimate of the amount of expected future royalties and milestones to be paid considers significant unobservable inputs including the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of a success. Additionally, the transaction costs associated with the liability will be amortized to non-cash interest expense over the estimated term of the agreements. 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, the United States Germany and Switzerland. The calculation of the Company’s tax provision involves the application of tax law in multiple jurisdictions and |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company has two contracts with customers, i) an option and licensing agreement with Moderna and, ii) a license agreement with an investee of Syncona, one of the Company's principal shareholders. Revenue comprises of license revenue only for the years ended December 31, 2021, 2020 and 2019: Total revenue by geographical location (in thousands): December 31, 2021 2020 2019 License revenue United Kingdom $ — $ 242 $ — United States 1,507 — — Total License revenue $ 1,507 $ 242 $ — Research, Option and License Agreement with Moderna: On June 22, 2021, the Company entered into a Research, Option and License Agreement (the “Agreement”) with ModernaTX, Inc. (“Moderna”), pursuant to which the Company granted to Moderna an exclusive research license to perform research and pre-clinical development activities relating to target sequences with respect to certain of the Company’s research targets and products. The Company also granted Moderna on a research target-by-research target basis, the right to obtain an exclusive commercial license upon payment of a commercial option fee of $2.0 million (the “Commercial Option”). Moderna has the right to extend the Commercial Option period for such research targets by 12 months for an extension fee of $0.3 million. Under the Agreement, The Company will provide to Moderna a number of distinct target sequences per research target (the “Autolus Target Sequences”). The Company received an upfront non-refundable cash payment of $1.5 million in October 2021 and are entitled to receive development milestones payments of up to $30 million per product and up to $30 million in sales milestones payments per product from Moderna if certain clinical, regulatory and sales performance milestones are achieved. The Company is further eligible to receive royalties in the low to mid single digits on net sales on a product-by-product basis. The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, Moderna, is a customer. The Company identified the following material promises in the arrangement: the granting of an exclusive license to research and preclinical development activities as well as the initial transfer of know-how and information to Moderna. The Company determined the Commercial Option Fee is not offered at a significant and incremental discount. Accordingly, the Commercial Option is an option granted to Moderna that does not represent a material right and, therefore, is not a performance obligation at the outset of the arrangement. The Company determined that the granting of the research license and the initial transfer of know-how were not distinct from one another and must be combined as a performance obligation (the “Combined Performance Obligation”). This is because Moderna requires the know-how to derive benefit from the research license. Based on these determinations, the Company identified one distinct performance obligation at the inception of the contract: the Combined Performance Obligation. The Company further determined that the up-front payment of $1.5 million constituted the entirety of the consideration included in the transaction price at contract inception, which was allocated to the Combined Performance Obligation. The amount of the transaction price allocated to the Combined Performance Obligation is recognized as or when the Company satisfies the performance obligation. The Company determined that the Combined Performance Obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and research license to Moderna. Upon execution of the Agreement, the transaction price included only the $1.5 million up-front payment owed to the Company. The Company may receive further payments upon the exercise of the Commercial Option, the extension of the Commercial Option period, the achievement of certain milestones, as detailed above, as well as royalty payments that reach mid-single digits based on future net sales. The future milestones, which represent variable consideration, were evaluated under the most likely amount method, and were not included in the transaction price, because the amounts were fully constrained as of December 31, 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Research and development claims receivable $ 23,678 $ 24,711 Prepayments 8,713 10,206 VAT receivable 1,849 3,124 Lease incentive receivable — 1,237 Lease and lease deposit receivable 68 — Other asset 240 — Grant income receivable 384 414 Other receivable 271 199 Deferred cost 1,073 3,008 Total prepaid expenses and other current assets $ 36,276 $ 42,899 The decrease in prepayments in the year ended December 31, 2021 is primarily related to $1.5 million of prepayments that were paid during the year ended December 31, 2020 but expensed in December 31, 2021 for manufacturing and of clinical trial costs. The decrease in deferred cost in the year ended December 31, 2021 is related to the utilization of $0.5 million in capitalized implementation costs related to hosting arrangements and $1.5 of non-refundable upfront costs related to payments for future manufacturing slots related to the Company's clinical programs. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Lab equipment $ 34,091 $ 23,491 Office equipment 3,463 2,928 Furniture and fixtures 1,363 1,340 Leasehold improvements 14,904 10,629 Assets under construction 2,436 14,321 Less: accumulated depreciation and impairment (22,716) (14,663) Total property and equipment, net $ 33,541 $ 38,046 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands): December 31, 2021 2020 Software licenses $ 288 $ 291 Less: accumulated amortization (223) (133) Total intangibles assets, net $ 65 $ 158 Software licenses have an estimated useful life of 3 years. Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $90,000, $91,000 and $47,000, respectively. Assuming no changes in the gross cost basis of intangible assets, the total estimated amortization expense for finite-lived intangible assets is approximately $65,000 for the financial year ending December 31, 2022 and nil for each of the years ending December 31, 2023 through to December 31, 2026. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Compensation and benefits $ 8,747 $ 8,732 Research and development costs 11,311 15,343 UCLB milestone 10 205 Professional fees 3,449 3,005 Other liabilities 150 496 Total accrued expenses and other liabilities $ 23,667 $ 27,781 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, the Company has not declared any dividends. Effective from June 26, 2018, the board of directors has the authority to allot new ordinary shares or to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a maximum aggregate nominal amount of $8,400. This authority runs for five years and will expire on June 26, 2023. Effective from June 26, 2018, the board also has the authority to allot ordinary shares for cash or to grant rights to subscribe for or to convert any security into ordinary shares in the Company without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of $8,400. This authority runs for five years and will expire on June 26, 2023. As of December 31, 2021, the Company’s issued capital share consisted of 90,907,830 ordinary shares, with a nominal value of $0.000042 per share, (ii) 34,425 deferred shares, with a nominal value of £0.00001 per share, (iii) 88,893,548 B deferred shares, with a nominal value of £0.00099 per share and (iv) one C deferred share, with a nominal value of £0.000008. Each issued share has been fully paid. 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. 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 completion of the IPO, 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 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 share, nominal value less than $1.00, was created when the shares in the Company were redenominated from pounds sterling to U.S. Dollars 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. April 2019 public offering On April 15, 2019, the Company completed an underwritten public offering of 4,830,000 ADSs representing 4,830,000 ordinary shares, at a public offering price of $24.00 per ADS, which includes an additional 630,000 ADSs issued upon the exercise in full of the underwriters’ option to purchase additional ADSs. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $108.8 million. January 2020 public offering On January 27, 2020, the Company completed an underwritten public offering of 7,250,000 ADSs representing 7,250,000 ordinary shares, at a public offering price of $11.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts, were $74.0 million. February 2021 public offering On February 12, 2021, the Company completed an underwritten public offering of 14,285,715 ADSs, which includes the full exercise by the underwriters to purchase an additional 2,142,857 ADSs, at a public offering price of $7.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $106.9 million. Open Market Sale Agreement In September 2020, the Company entered into an Open Market Sale Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, under which the Company may, at its option, offer and sell ADSs having an aggregate offering price of up to $100.0 million from time to time through Jefferies, acting as sales agent. Any such sales made through Jefferies can be made by any method that is deemed an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, or in other transactions pursuant to an effective shelf registration statement on Form F-3. The Company agreed to pay Jefferies a commission of 3.0% of the gross proceeds of any sales of ADSs sold pursuant to the Sales Agreement. During the year ended December 31, 2021, the Company issued an aggregate of 3,787,972 ADSs under the Sales Agreement for net proceeds, after underwriting discounts and offering expenses of $29.6 million . Blackstone Securities Purchase Agreement On November 6, 2021, pursuant to the Blackstone Securities Purchase Agreement, the Company sold 17,985,611 ADSs, representing 17,985,611 ordinary shares, at a private placement price of $5.56 per ADS to Blackstone resulting in gross proceeds of $100 million. received aggregate net proceeds of $98.0 million, after offering expenses. In addition, the total shared transaction costs of $1.7 million, relating to the Blackstone Agreement have been allocated to the three units of accounting on a relative fair value basis. The Company allocated $91.6 million of the net proceeds, relating to the issuance of ADSs, after deducting direct and allocated shared transaction costs to equity. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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. The updated maximum number of ordinary shares that may be issued under the 2018 Plan is 11,443,279 as of December 31, 2021 . The total 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 ten-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 years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Expected option life (years) 5.27 to 6.08 5.27 to 6.08 5.27 to 6.08 Risk-free interest rate 0.62% to 1.34% 0.31% to 1.66% 1.39% to 2.66% Expected volatility 80.05% to 82.03% 76.38% to 81.45% 72.30% to 76.22% Expected dividend yield 0% 0% 0% Share Options The table below summarizes activity for the years ended December 31, 2021 and 2020. Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 5,936,239 $ 17.71 9.02 $ 11,873 Granted 474,225 11.61 — — Exercised (115,194) 4.07 — — Forfeited (683,841) 20.06 — — Outstanding as of December 31, 2020 5,611,429 17.19 7.96 4,262 Granted 4,155,375 7.11 — — Exercised (196,069) 0.64 — — Forfeited (1,798,280) 17.12 — — Outstanding as of December 31, 2021 7,772,455 $ 12.24 8.30 $ 1,007 Exercisable as of December 31, 2021 3,001,834 17.33 7.10 1,007 Vested and expected to vest as of December 31, 2021 7,772,455 $ 12.24 8.30 $ 1,007 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 underlying ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s underlying ordinary shares. The weighted average grant-date fair value of share options granted was $4.91, $7.82 and $10.07 per option for the years ended December 31, 2021, 2020 and 2019 respectively. As of December 31, 2021, the total unrecognized compensation expense related to unvested share options without performance conditions was $10.8 million, which the Company expects to recognize over a weighted average vesting period of 3.26 years . During the year ended December 31, 2021 , the Company granted 1,602,500 share options with performance conditions related to specified clinical milestones of which 222,500 share options with performance conditions were forfeited. During the year ended December 31, 2021 , 80,000 of these share options were modified to remove the performance conditions, thereby accelerating the vesting, and related expense, in the current period. As of December 31, 2021 , a performance condition was determined to be probable and therefore $1.4 million share based compensation expense was recognized for the year ended December 31, 2021 . As at December 31, 2021, the total unrecognized compensation expense related to unvested share options with performance conditions was $6.7 million, which the Company expects to recognize over a weighted average vesting period of 2.87 years . Restricted Ordinary Shares The assumptions (Note 2) used in the Black Scholes option pricing model to determine the fair value of the ordinary shares for the following dates are 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 % 71.0 % 71.0 % Expected dividend yield 0 % 0 % 0 % 0 % 0 % A summary of the changes in the Company’s restricted ordinary shares during the years ended December 31, 2021 and 2020 are as follows and reflect the conversion of ordinary shares in the current and previous years. Number of Weighted average grant date fair value Unvested and outstanding at December 31, 2019 314,744 $ 4.22 Granted — — Vested (222,392) 4.24 Forfeited (1,969) 4.44 Unvested and outstanding at December 31, 2020 90,383 4.17 Granted — Vested (90,383) 4.17 Forfeited — Unvested and outstanding at December 31, 2021 — $ — As of December 31, 2021, there was no unrecognized compensation expense. Restricted Stock Units A restricted stock unit (“RSU”) award represents the right to receive one of the Company’s ADSs upon vesting of the RSU. The fair value of each RSU award is based on the closing price of the Company’s ADSs on the date of grant. The Company historically granted RSU awards with service conditions that vest over a three-year service period with 50% of the award vesting one-and-half years from grant date and the remaining 50% of the award vesting at the end of the third year. In January 2021, the Company awarded RSU awards that contained a performance condition based on a condition related to a specified clinical milestone. In March 2021, the Company awarded RSU awards with service conditions that vest over a four-year service period with 25% on the first anniversary of the grant date, and the balance vesting quarterly o ver the remaining three-years. In July 2021, the Company awarded RSU awards with service conditions that vest over a two-year period with 100% of the award vesting on the second anniversary of the grant date. The following is a summary of RSU activity for the 2018 Plan for the years ended December 31, 2021 and 2020, respectively: Number of Weighted average Unvested and outstanding at December 31, 2019 500,000 $ 12.09 Granted — — Vested — — Forfeited (85,000) 12.09 Unvested and outstanding at December 31, 2020 415,000 12.09 Granted 1,215,650 8.27 Vested (204,500) 11.49 Forfeited (336,500) 10.22 Unvested and outstanding at December 31, 2021 1,089,650 $ 8.63 As of December 31, 2021, there was $1.0 million of unrecognized compensation costs related to unvested RSUs without performance conditions, which are expected to be recognized over a weighted average period of 1.76 years. During the year ended December 31, 2021 , the Company awarded an aggregate of 1,215,650 RSU awards with a performance condition related to a specified clinical milestone and an aggregate of 150,000 RSU awards with performance conditions were forfeited. 40,000 of these RSU award s were modified to remove the performance conditions, thereby accelerating the vesting, and related expense, in the current financial year. During the year ended December 31, 2021 , 41,125 RSU award s vested however, were not issued as of December 31, 2021 , and as such are not included in the Company's outstanding shares at December 31, 2021 . As of December 31, 2021 , a performance condition was determined to be probable and accordingly, $4.4 million compensation costs was recognized. As of December 31, 2021, the total unrecognized compensation expense related to unvested RSU awards with performance conditions was $2.8 million, which the Company expects to recognize over a weighted average vesting period of 1.54 years. Share-based compensation expense Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 5,241 $ 12,992 $ 17,761 General and administrative 4,696 7,115 12,451 Capitalized to fixed assets — (86) 174 Total share-based compensation expense $ 9,937 $ 20,021 $ 30,386 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants On November 6, 2021, in connection with the Blackstone Agreement, p ursuant to the Blackstone Warrant, the Company issued Blackstone a warrant to purchase up to 3,265,306 ADSs representing 3,265,306 of the Company's ordinary shares, at an exercise price of $7.35 per ADS. The Blackstone Warrant is exercisable in whole or in part until November 6, 2026. The Blackstone Warrant’s mechanism does not create any obligation to transfer cash to the investor but a fixed amount of ordinary shares upon exercise. Therefore, the Company accounts for the Blackstone Warrant as equity-classified instruments (as part of additional paid in capital), based on an assessment of the applicable U.S. GAAP authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. The Blackstone Warrant had a relative fair value of approximately $10.0 million. The fair value of each Blackstone Warrant issued is estimated on the date of issuance using the Black-Scholes option pricing model. The Company’s assumptions used in connection with the Blackstone Warrant issued during the period covered by these consolidated 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 our ADSs for expected terms greater than 3.5 years. Therefore, the Company uses a combination of the historical volatility of its ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded security price. Expected term . The expected term of the Company’s warrants has been determined utilizing the contractual term of the warrants. 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 granting of the warrant 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. The fair value of each ordinary share was based on the closing price of the Company's publicly traded ordinary shares as reported on date of issuance. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants granted to Blackstone as at November 6, 2021 were as follows: Year Ended December 31, 2021 Expected warrant life (years) 5 Risk-free interest rate 1.04% Expected volatility 80.23% Expected dividend yield 0% The Company determined the initial fair value of Blackstone Warrant using the Black Scholes Option pricing model to be $10.7 million. The Company determined the relative fair value of the Blackstone Warrant using the relative fair value method to be $10.0 million. As a result, the Company recorded a discount on the Blackstone Collaboration Agreement of $3.6 million and applied as an offset to additional paid-in capital an amount of $6.4 million related to the issuance of the Company’s ordinary shares (see Note 8) in connection with the Blackstone Securities Purchase Agreement. The amount recorded as a discount to the Blackstone Collaboration Agreement is being amortized over the term of the c ollaboration agreement using the effective interest method (see Note 13). |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2021 | |
License Agreements [Abstract] | |
License Agreements | License Agreements University College of London Business Ltd. (UCLB) License In September 2014, the Company entered into an exclusive license agreement (the “License”) with UCL Business Ltd. (“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 to include a license to the Company's product candidate, AUTO1, for which UCL is conducting Phase 1 clinical trials of AUTO1 in pediatric and adult ALL patients. The Company paid an upfront fee of £1.5 million for consideration for the amended and restated License and paid the additional £0.35 million in connection with UCLB's transfer of clinical data to the Company in December 2020. No equity was issued as part of the upfront fee consideration. Additionally, the Company may be obligated to make payments to UCLB under the amended and restated License upon the initiation of certain clinical activities in an aggregate amount of £0.18 million, the receipt of specified regulatory approvals in an aggregate amount of £37.5 million, the start of commercialization in an aggregate amount of £18.0 million, and the achievement of net sales levels in an aggregate amount of £51.0 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 £1.0 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 one-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. Noile-Immune Biotech Inc. In November 2019, the Company entered into an exclusive license agreement with Noile-Immune Biotech Inc. ("Noile") under which the Company will have the right to develop CAR T cell therapies incorporating Noile’s PRIME (proliferation-inducing and migration-enhancing) technology. The PRIME technology is designed to improve proliferation and trafficking into solid tumors of both engineered CAR T cells as well as the patient’s own T cells. The Company paid an upfront fee and may be obligated to make additional payments to Noile upon the achievement of development milestones and receipt of regulatory approvals product sale milestones, as well as royalty payments based on possible future sales resulting from the utilization of the licensed technology. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $23.9 million, $24.2 million and $15.2 million, for the years ended December 31, 2021, 2020 and 2019, respectively. 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): Year ended December 31, 2021 2020 2019 Net loss before taxes $ (165,988) $ (166,257) $ (139,008) U.K. statutory tax rate 19.0 % 19.0 % 19.0 % Income tax benefit at U.K. statutory tax rate (31,580) (31,589) (26,411) Tax incentives / credits (24,023) (23,076) (16,312) Non-deductible expenses 302 797 4,048 Adjustments in respect of prior years 233 (1,088) 96 Operating losses 28,497 28,672 21,643 Tax on property, plant, equipment and intangibles 935 547 267 Other, net 1,727 1,552 1,510 Foreign rate differential 17 22 $ — Total income tax benefit $ (23,892) $ (24,163) $ (15,159) Current income tax benefit (23,782) (22,819) (14,749) Deferred income tax benefit (110) (1,344) (410) Effective rate of income tax 14.4 % 14.5 % 10.9 % The effective tax rates in the above table for the years ended December 31, 2021, 2020 and 2019, 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, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred tax assets: Other differences $ 10,909 $ 14,135 Tax losses 69,642 40,221 Fixed assets 6,779 3,934 Total deferred tax assets 87,330 58,290 Valuation allowances (85,465) (56,536) Net deferred tax asset (liability) $ 1,865 $ 1,754 Deferred tax assets resulting from loss carryforwards, fixed assets and retirement benefits, with total deferred tax assets increasing by $0.1 million in 2021. The Company has recorded a valuation allowance against the net deferred tax asset where the recoverability due to future taxable profits is unknown. The $1.9 million deferred tax asset balance is related to the Company's U.S. entity. At December 31, 2021, the Company had U.K. trading losses carryforward of $278.6 million. These losses are carried forward 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 there 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 $85.5 million and $56.5 million at December 31, 2021 and 2020, respectively. |
Liability related to sales of f
Liability related to sales of future royalties and sales milestones, net | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Liability related to sales of future royalties and sales milestones, net | Liability related to sales of future royalties and sales milestones, net Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay the Company up to $150 million to support the continued development of our CD19 CAR T cell investigational therapy product candidate, obecabtagene autoleucel (obe-cel), as well as next generation product therapies of obe-cel in B-cell malignancies. The first $50 million has been paid by Blackstone as an upfront payment and the remainder (up to $100 million) will be payable based on certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”). The Company allocated the consideration and issuance costs on a relative fair value basis to the Collaboration Agreement, securities purchased and warrants issued to Blackstone which resulted in the Blackstone Collaboration Agreement being initially recognized at $46.4 million (relative fair value net of issuance costs of $45.9 million.) In exchange for the Blackstone Development Payments, the Company agreed to make payments to Blackstone (the “Revenue Share Payments”) equal to a mid-single digit royalty, subject to the Aggregate Cap (as defined in the Blackstone Collaboration Agreement) on payments under the Blackstone Collaboration Agreement, based on net sales anywhere in the world of (i) Collaboration Products in B-cell malignancies, (ii) subject to certain conditions set forth in the Blackstone Collaboration Agreement, our CD19 and CD22 CAR T cell investigational therapy product candidate known as AUTO3 in B-cell malignancies, and (iii) certain Collaboration Products to the extent developed or commercialized in indications other than a B-cell malignancy (“Obe-cel Franchise Products”). The Company are also obligated to make payments (the “Sales Milestone Payments”), subject to the Aggregate Cap, if certain cumulative net sales levels are achieved. The Company, and all of its subsidiaries have provided, and all of its future subsidiaries will provide, a guaranty to Blackstone of its obligations under the Blackstone Collaboration Agreement. In addition, the Company has granted a security interest in Autolus Limited to Blackstone in (a) intellectual property that is necessary or useful for the development, manufacture, use, commercialization, import, or export of Collaboration Products (the “Autolus IP Collateral”), (b) a segregated and blocked cash collateral account that will be established following regulatory approval of any Collaboration Product, solely for the purpose of receiving remittance of Revenue Share Payments and Sales Milestone Payments and disbursement thereof to Blackstone as provided in the Blackstone Collaboration Agreement, (c) a segregated cash collateral account established solely for the purpose of receiving Blackstone Development Payments and disbursing them for use by the Company in accordance with the terms of the Blackstone Collaboration Agreement, (d) all assets or property of the Company related to or arising from the Collaboration Products in any B-cell malignancy or the Obe-cel Franchise Products in any indication other than a B-cell malignancy, and (e) all proceeds and products of each of the foregoing (collectively referred to as the “Collateral”). The security interest will be maintained until the earlier of (i) such time at which cumulative payments made by the Company under the Blackstone Collaboration Agreement equal $150 million and (ii) the first commercial sale in the United States of obe-cel or any other Lead Product (as defined in the Blackstone Collaboration Agreement) selected to replace obe-cel following a Program Failure (as defined in the Blackstone Collaboration Agreement) (such time, the “Release Time”). The Blackstone Collaboration Agreement contains negative covenants that restrict the Company from, among other things, (a) granting liens or otherwise encumbering its assets that constitute Collateral, (b) paying dividends or making distributions on account or, or redeeming, retiring or purchasing any capital stock, (c) other than certain permitted licensing transactions, transferring to third parties rights to commercialize any Collaboration Product or the Autolus IP Collateral anywhere in the world and (d) selling, transferring or assigning any rights to receive payments of royalties, returns on net sales, revenue share or other compensation or license fees with respect to a Collaboration Product in a B-cell malignancy and/or Obe-cel Franchise Product in any indication other than a B-cell malignancy. Each of the negative covenants is subject to exceptions and carve outs set forth in the Blackstone Collaboration Agreement. The negative covenants will fall away upon the Release Time. Termination of the Blackstone Collaboration Agreement by Blackstone due to certain breaches of the Blackstone Collaboration Agreement or other actions by the Company will require the Company to make liquidated damage payments to Blackstone in excess of the Blackstone Development Payments. The Company has accounted for the Blackstone Collaboration Agreement as a liability primarily because the Company has significant continuing involvement in generating the royalty stream. If and when obe-cel is commercialized and royalties become payable, the Company will recognize the portion of royalties paid to Blackstone as a decrease to the Collaboration Agreement liability with a corresponding reduction in cash. The carrying amount of the Blackstone Collaboration Agreement liability is based on the Company’s estimate of the future royalties and sale milestones to be paid to Blackstone over the life of the arrangement as discounted using an effective interest rate. The excess of future estimated royalty and sale milestone payments over the $45.9 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the unamortized portion of the Blackstone Collaboration Agreement liability was approximately 15.80% as of December 31, 2021. On a quarterly basis, the Company will assess the amount and timing of expected royalty and sale milestone payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the Blackstone Collaboration Agreement liability and the effective interest rate using the catch-up method. There are a number of factors that could materially affect the amount and timing of royalty and milestone payments, most of which are not within the Company’s control. The Blackstone Collaboration Agreement liability is recognized using significant unobservable inputs, which are classified as a Level 3 Fair Value input. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of a success. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the Blackstone Collaboration Agreement liability. Changes to the Blackstone Collaboration Agreement liability related to the sale of future royalties and sales milestones are as follows (in thousands): Year Ended December 31, 2021 Beginning balance $ — Initial liability related to the sale of future royalties and sales milestones, net of issuance costs 45,923 Non-cash interest expense on liability related to sale of future royalties and sales milestones 1,093 Ending Balance $ 47,016 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases certain office space, laboratory space, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company does not recognize right-of-use assets or lease liabilities for leases determined to have a term of 12 months or less. Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. For new and amended leases beginning in 2019, the Company has elected the practical expedient not to separate these non-lease components of leases for classes of all underlying assets and instead account for them as a single lease component for all leases. The Company recognizes on a straight-lines basis the net fixed payments of operating leases over the lease term. Variable executory costs, as it relates to net leases, are excluded from the calculation of the lease liability. Variable executory costs include costs relating to utilities, repairs, maintenance, insurance, common area expenses, and taxes paid for the leased asset during its economic life. The Company expenses the variable lease payments in the period in which it incurs the obligation to pay such variable amounts and will be included in variable lease costs in the leases footnote disclosure. These variable lease payments are not included in the Company's calculation of its right-of-use assets or lease liabilities. In adopting ASC 842, in the year ended December 31, 2019, the Company elected the package of practical expedients which, among other things, allowed it to retain the classification of its leases in place at the effective date of ASC 842. The Company leases certain office space, laboratory space, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company leased space at Forest House from Imperial Limited under a ten-year lease, the term of which commenced in September 2015. As of December 31, 2021, and 2020, 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 fifteen months 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 and the landlord has the option to give notice to terminate the lease from September 2020 onward. The Company has measured its right-of-use assets and lease liabilities based on lease terms ending in September 2025. The landlord exercised its option to give notice in September 2020 to terminate the Forest House lease and pay the Company a break-lease payment fee in September 2021. The Company recorded a $1.3 million gain upon the notice of lease termination and lease incentive receivable of $1.2 million in the third quarter of 2020. The Company did not have a lease incentive receivable as of December 31, 2021. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. Prior to the lease commencement date of the Forest House 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. The lease related to this facility is classified as an operating lease. In September 2017, the Company executed an arrangement with Catapult Limited to lease a manufacturing suite at the Cell and Gene Therapy Catapult manufacturing center in Stevenage, United Kingdom 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 a six-month rent-free period. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. In December 2018, the Company executed an additional lease arrangement for additional manufacturing space for a term through September 2023, at which time the Company has the option to renew or terminate the lease. In June 2018, the Company signed a binding letter of intent to enter into a lease for office and laboratory space at the MediaWorks in White City, London. The letter of intent required the Company to enter into a ten-year lease provided that the landlord completed the required leasehold improvements described in the agreement. Once the leasehold improvements were completed the Company executed a lease agreement with Whitewood Media Village GP Limited and Whitewood Media Village Nominee Limited to lease the fifth floor of MediaWorks including laboratory space. The Company has the option to terminate the lease in November 2026. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The lease agreement includes an option to lease additional space. In August 2021, MediaWorks became the Company's main corporate headquarters. The lease term is nine years and eleven months with an eighteen month rent free period at the beginning of the lease term. As of December 31, 2021 and 2020 the Company capitalized $3.0 million and $6.7 million as leasehold improvements, respectively . 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 required the Company to enter into a fifteen-year lease provided that the landlord completed the required leasehold improvements described in the agreement. The Company executed lease agreements for three manufacturing space units, each for fifteen-year lease terms. The leases commenced in February 2019 with option to terminate the lease in February 2029. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The Company reduced the right-of-use asset and lease liability based on the contractual option termination date. The Company expensed $4.1 million of leasehold improvements from assets under construction as of December 31, 2019 as a result of discontinuing the fit-out of the manufacturing facility. In March 2021, the Company surrendered one of the units. Upon the surrender, the Company recognized a $0.1 million gain in other (expense) income after recognizing a termination fee of $0.2 million. The Company has no further obligations for the surrendered unit and the right of use asset and lease liability which were recorded for this unit have been written off in the period. During the three months ended December 31, 2021, the Company sub-leased two of the units to two third parties over lease terms from October, 2021 to February 2029 and October 2026, respectively. The rental income of less than $0.1 million has been offset against General and Administration expenses. The sub-leases have been classified as operating leases. The Company also received $0.1 million in rental deposits, arising from the sub-lease agreements which have been classified as restricted cash. The Company is actively seeking to sub-lease or assign the lease arrangements relating to the final unit to a third party. The Company completed an asset impairment analysis of the right-of-use lease concluding the undiscounted cash flows exceeded the carrying value as of December 31, 2021. In October 2018, the Company executed an agreement to sublease office space in Rockville, Maryland for a term through October 2021. The Company then terminated the sublease in February 2020 and immediately entered into a five-year lease for the same space with the landlord. As a result of the sublease termination, the Company recognized a $0.2 million gain in other (expense) income in the three months ending March 31, 2020. The lease related to this facility is classified as an operating lease. The Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. In January 2019, the Company executed a lease agreement to lease additional office and manufacturing space in Rockville, Maryland. The lease agreement required the Company to enter into a lease provided that the landlord completed the required leasehold improvements described in the agreement. The lease commenced in August 2020 for a term through June 2036. In March 2021, the Company announced plans to move the site of its global launch of manufacturing capacity to the United Kingdom from the United States. As a part of this strategy, the Company entered into a termination agreement with the landlord of its Rockville, Maryland property to terminate the lease for office and manufacturing space. As a result, the Company recognized a $2.0 million termination fee gain from the landlord, a $2.3 million gain from the removal of the leased right of use asset and corresponding lease liability, and expensed $2.4 million of leasehold improvements for the year ended December 31, 2021 within other expense (income). The $2.0 million termination fee was received from the landlord in April 2021. In May 2020, the Company executed an arrangement with Catapult Limited to lease a manufacturing suite at the Cell and Gene Therapy Catapult manufacturing center in Stevenage, United Kingdom for a term through April 2024. The lease related to this facility is classified as an operating lease. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842, in the year ended December 31, 2019: • As the Company's leases do not provide an implicit rate, it estimated the incremental borrowing rate for each lease based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of its existing leases and adjusting it for factors that appropriately reflect the profile of secured borrowing over the lease term. For leases existing as of the adoption date, the Company has utilized its incremental borrowing rate based on the remaining lease term as of the adoption date. For leases that commenced after the adoption date, the Company determined the incremental borrowing rate based on the lease term as determined at the commencement date of the lease. • The expected lease terms include both contractual lease periods and, when applicable, cancellable option periods where failure to exercise such options would result in an economic penalty. • Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. The following table shows the lease balance sheet classification of leases for the years ended December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Assets Operating lease right-of-use assets, net of accumulated amortization $ 18,775 $ 51,637 Liabilities Current Operating lease liabilities, current 4,453 3,590 Non-current Operating lease liabilities, non-current 16,545 50,571 Total lease liabilities $ 20,998 $ 54,161 The following table shows the lease costs for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, Lease costs Statement of Operations Classification 2021 2020 Operating lease costs Operating expenses: research and development $ 4,801 $ 5,266 Variable costs Operating expenses: research and development 1,144 1,212 Short term lease costs Operating expenses: research and development 193 282 Operating lease costs Operating expenses: general and administration 1,178 1,380 Variable costs Operating expenses: general and administration 147 270 Short term lease costs Operating expenses: general and administration 12 — Total lease costs $ 7,475 $ 8,410 Year ended December 31, Other information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 4,619 $ 4,896 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ (38,335) $ 30,786 Weighted-average remaining lease term - operating leases (in years) 5.80 years 11.20 years Weighted-average discount rate - operating leases 7.15 % 9.00 % Future fixed payments for non-cancellable operating leases in effect as of December 31, 2021 are payable as follows: Operating Leases Maturity of lease liabilities for the years ending December 31, (in thousands) 2022 $ 5,776 2023 4,915 2024 4,230 2025 2,981 2026 2,748 Thereafter 4,780 Total Lease Payments 25,430 Less: Imputed interest (4,432) Present value of lease liabilities $ 20,998 Sub-lease Agreements In October 2021, the Company entered into separate two sub-lease agreements with two third parties for two manufacturing spaces in Enfield which is currently leased by the Company. The annual lease payments to be received for each of sub-leased units is $97,000 and $109,000, over lease terms from October, 2021 to February 2029 and October 2026, respectively. The Company received $127,000 in rental deposits, arising from the sub-lease agreements which have been classified as restricted cash as of December 31, 2021. Both sub-leases have been classified as operating leases. The Company will recognize the sub-lease payments on a straight line basis from the commencement of the sub-lease agreements The following table shows the sub-lease rental income for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, Sub-lease rental income Statement of Operations Classification 2021 2020 Sub-lease rental income Operating expenses: general and administration 49 — Total sub-lease rental income $ 49 $ — Future fixed receipts for non-cancellable operating sub-leases in effect as of December 31, 2021 are receivable as follows: Operating Leases (in thousands) 2022 $ 243 2023 278 2024 278 2025 278 2026 217 Thereafter 244 Total lease payments receivable $ 1,538 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 U CLB (see Note 11). I n 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, 2021, 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, 2021. Leases Lease payments under operating leases as of December 31, 2021 and information about the Company’s lease arrangements are disclosed in Note 14, "Leases". Blackstone Strategic Collaboration and Financing Agreement Refer to Note 13, "Liability related to sales of future royalties and sales milestone, net" for further details to the Blackstone Collaboration Agreement . |
Employee Benefit Plans and Seve
Employee Benefit Plans and Severance Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans and Severance Plan | Employee Benefit Plans and Severance Plan In the United Kingdom, the Company makes contributions to private defined benefit pension schemes on behalf of its employees. The Company expensed $1.6 million, $1.3 million and $1.0 million, in the years ended December 31, 2021, 2020 and 2019, respectively. In the United States, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code subsequent to September 30, 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. The Company expensed $0.3 million, $0.3 million and $0.2 million in contributions in the years ended in the years ended December 31, 2021, 2020 and 2019, respectively. The Company pays all administrative fees related to the Plan. During January 2021 there was a restructuring program executed by the Company leading to a reduction in workforce and resulting in a corresponding severance charge of $1.2 million which has been presented on proportionate basis with research and development expenses and general and administration expenses. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Blackstone Agreements On November 6, 2021, the Company concurrently entered into the Blackstone Agreements. Subsequent to the execution of the Blackstone Agreements, Blackstone became a related party as Blackstone owns more than 10% of the Company's outstanding voting securities and is therefore one of the principal owners of the Company. In addition, Blackstone received the right to nominate one director to the board of directors of the Company. Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay the Company up to $150 million to support the continued development of our CD19 CAR T cell investigational therapy product candidate, obecabtagene autoleucel (obe-cel), as well as next generation product therapies of obe-cel in B-cell malignancies. The first $50 million has been paid by Blackstone as an upfront payment and the remainder (up to $100 million) will be payable based on certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”). As at December 31, 2021, the carrying amount of the Blackstone Collaboration Agreement liability was $47.0 million which included non-cash interest of $1.1 million. Refer to Note 13, "Liability relating to the sale of future revenue, net" for further details. In addition, p ursuant to the Securities Purchase Agreement, the Company sold 17,985,611 ADSs representing 17,985,611 ordinary shares of the Company to Blackstone at a price of $5.56 per ADS , for gross proceeds of $100.0 million. Aggregate net proceeds to the Company after commission fees and issuance costs, were $98.0 million. Pursuant to the Blackstone Warrant, the Company issued Blackstone a warrant to purchase up to 3,265,306 ADSs representing 3,265,306 of the Company's ordinary shares, at an exercise price of $7.35 per ADS. The Blackstone Warrant is exercisable in whole or in part until November 6, 2026. Syncona Portfolio Limited Syncona Portfolio Limited is a related party as Syncona Portfolio Limited owns more than 10% of the Company's outstanding voting securities and is therefore one of the principal owners of the Company. In addition, the chief executive officer of the ultimate parent company of Syncona Portfolio Limited is also member of the board of directors of the Company. In our January 2020 public offering, Syncona Portfolio Limited purchased 1,363,636 ADSs. This purchase was made through the underwriters at the public offering price. In the Company's February 2021 public offering, Syncona Portfolio Limited purchased 3,571,428 ADSs. This purchase was made through the underwriters at the public offering price. Entities affiliated with Syncona In September 2020, the Company entered into a license agreement with an investee company of Syncona Portfolio Limited, a holder of more than 10% of the Company's share capital. This agreement generated $242,000 of license revenue which is recognized in the Consolidated Statement of Operations for the year ended December 31, 2020. There was no license revenue recognized relating to the investee of Syncona Portfolio Limited for the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through March 10, 2022 the date on which these financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation. |
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. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share-based compensation including assessing the probability of meeting performance conditions, income taxes, initial fair value of warrants, and non-cash interest expense on liability related to sale of future royalties and sales milestones. |
Going concern | Going concern The financial position of the Company, its cash flows and liquidity position and borrowing facilities are described in the primary statements and notes to these sets of financial statements. The Company reported cash of $310.3 million and net current assets of $318.4 million as at December 31, 2021, with a net loss for the year the ended December 31, 2021 of $142.1 million. The Company did not generate positive operational cash flow which was largely due to the continuing focus on the research, development, and clinical activities to advance the programs within the Company’s pipeline. During the year ended December 31, 2021, the Company raised aggregated net proceeds of $284.1 million. In assessing the going concern assumptions, the Board has undertaken a rigorous assessment of the detailed forecasts covering the period through the end of 2023 taking into account a wide range of downside risks including program delays and non-receipt of milestone payments. As part of considering the downside risks, the Board has considered the impact of the ongoing coronavirus 2019 (‘‘COVID-19’’) pandemic. Whilst it is difficult to estimate the impact of COVID-19 pandemic due to the rapidly changing nature of the pandemic the Board has concluded that it will not have a significant negative impact on the cash outflows of the Company over the period assessed for going concern purposes. Consequently, the Company concluded with its existing cash of $310.3 million it believes it can fund operations for at least next 12 months from the date of issuance of these financial statements and as such has prepared the consolidated financial statements on the going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Additional funding may be needed before the existing programs are expected to reach commercialization, leading to operational cash inflows. |
Cash | Cash The Company considers cash in the consolidated financial statements to include cash at banks with a maturity of less than three months, which is subject to an insignificant risk of changes in value. |
Restricted Cash | Restricted CashThe Company's restricted cash consists of cash providing security for letters of credit in respect of lease agreements, credit cards and rental deposits relating to the sub-lease of facilities by Autolus to third parties. The Company entered into a credit card arrangement that requires a security deposit of $0.2 million. The restricted cash of $0.6 million as at December 31, 2020, was previously held for a letter of credit in connection with a lease which was released following the termination of the Company’s facility lease, in April 2021, and the $0.6 million was reclassified to cash. In October 2021, the Company entered into two sub-leasing agreements relating to the Enfield facility, which require rental deposits of $0.1 million in aggregate to be held by the Company. |
Fair Value Measurements | Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in of the following levels: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly • Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts reported in the balance sheets for cash, prepaid expenses and other assets, long term deposits, 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. The Company places cash 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. |
Implementation Costs in a Cloud Computing Arrangement | Implementation Costs in a Cloud Computing Arrangement The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the consolidated balance sheet in prepaid expenses and other assets, current and non-current, and are generally amortized over the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis. |
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, 2021 and 2020, the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fixtures, and leasehold improvements. Assets under construction 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 recognized disposal loss of $0.7 million on leasehold improvements which are no longer being utilized in the facility in White City during the year ended December 31, 2021, and did not recognize a disposal loss during the years ended December 31, 2020 and 2019. The Company routinely evaluates the useful life attributed to its assets. During the second quarter ended June 30, 2019, the Company determined that the useful lives of certain lab equipment should be increased from five ten |
Impairment of Long-lived Assets | Impairment of Long-lived AssetsThe 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 carrying 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 carrying value of the asset exceeds the fair value. |
Leases | Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”), Topic 842, Leases (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet, leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct costs, or prepayments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components ( e.g. , land, building, etc.), non-lease components ( e.g. , common area maintenance, consumables, etc.), and non-components ( e.g. , property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019, the Company elected the practical expedients to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. The Company determined the underlying lease to be the predominant component, and therefore, the entire agreement was accounted for under ASC 842. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization The Company’s intangible assets have been related to acquired software licenses 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 manages its business as a single operating segment, which is the business of developing and commercializing gene therapies. The Company operates in two geographic regions: the United Kingdom and the United States. A majority of the Company’s assets are held in the United Kingdom. |
Research and Development Costs and Accrued Research and Development Expenses | Research and Development CostsResearch 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 clinical research organizations 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. The Company accounts for forfeitures as they occur. 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. The measurement date for employee awards is the date of grant, and share-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on an accelerated basis. In the year ended December 31, 2019 the Company adopted Accounting Standards Update (“ASU”) No. 2018-07, “Compensation —Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting” (“ASU No. 2018-07”), prior to which the measurement date for non-employee awards was generally the date the services were completed, resulting in financial reporting period adjustments to share-based compensation during the vesting terms for changes in the fair value of the awards. After the adoption of ASU No. 2018-07, the measurement date for non-employee awards is the later of the adoption date of ASU No. 2018-07 or the date of grant, without changes in the fair value of the award. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 9, "Share based compensation", for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial s tatements. Assumptions used in the option pricing model include the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for the Company's ADSs for expected terms greater than 3.5 years. Therefore, it uses a combination of the historical volatility of the ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded ADS 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. The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the date the grant is approved by the board of directors. |
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 losses of $2.3 million and $0.2 million for the years ended December 31, 2021, and 2020, respectively and a foreign exchange gain of $4.6 million, for the year ended December 31, 2019, which are included in other (expense) 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 CostsThe 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. |
License Revenue | License Revenue The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company has no products approved for commercial sale and have not generated any revenue from commercial product sales. The total revenue to date has been generated principally from license agreements with the Company's two customers. The Company executed the Research, Option and License Agreement with Moderna during the year ended December 31, 2021 which included a non-refundable upfront license fee, options for future commercial licenses, payments based upon achievement of clinical development and regulatory objectives, payments based upon achievement of certain levels of product sales, and royalties on product sales. The Company recorded license revenue of $1.5 million and $0.2 million for the years ended December 31, 2021 and 2020. The Company did not recognize any revenue related to licenses for the year ended December 31, 2019 In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. License Fees and Multiple Element Arrangements If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that the Company promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. The Company did not recognize any revenue related to customer options during the years ended December 31, 2021, 2020 and 2019, respectively. Contingent Research Milestone Payments ASC Topic 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example. If the consideration in a contract includes a variable amount, the Company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if the Company’s entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period. The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant. U.S. GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinate. The Company considers all relevant factors. For the years ended December 31, 2021, 2020 and 2019, the Company has not recognized any variable consideration with regards to the development milestones which are included in the license agreement that was executed during the year ended December 31, 2021. These development milestones are not yet probable and therefore no revenue has been recognized. Royalty Revenue For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). For the years ended December 31, 2021 and 2020, we have not recognized any royalty revenue from the license agreements that were executed in the current and prior periods. Interest Expense and Liability Related to Sale of Future Royalties and Sales Milestones, net The Company accounted for the Blackstone Collaboration Agreement as a liability. See Note 13, "Liability relating to the sale of future royalties and milestones, net" for additional details. The liability relates to the sale of future royalties and sales milestones and the related non-cash interest expense are measured based on the Company's current estimates of the timing and amount of expected future royalty and milestone payments expected to be paid over the estimated term of the agreement. The liability is amortized using the effective interest rate method, resulting in recognition of non-cash interest expense over the estimated term of the agreement. Each reporting period the Company assesses the estimated timing and amount of future expected royalty and milestone payments over the estimated term. If there are changes to the estimate, the Company recognizes the impact to the liability’s amortization schedule and the related non-cash interest expense using the catch-up method. The Company’s estimate of the amount of expected future royalties and milestones to be paid considers significant unobservable inputs including the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of a success. Additionally, the transaction costs associated with the liability will be amortized to non-cash interest expense over the estimated term of the agreements. |
Income Taxes and Income Tax Credit | 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, the United States Germany and Switzerland. The calculation of the Company’s tax provision involves the application of tax law in multiple jurisdictions 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”) ASC Topic 220, Comprehensive Income |
Restructuring Expenses | Restructuring expenses The Company records costs and liabilities associated with exit and disposal activities in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations ("ASC 420"). Such costs are based on estimates of fair value in the period liabilities are incurred. The Company evaluates and adjusts these costs as appropriate for changes in circumstances as additional information becomes available. Refer to Note 16, "Employee Benefits Plan and Severance Plan" |
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 outstanding but unvested restricted shares, incentive share options and warrants 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 each period presented. |
Recently issued accounting pronouncements adopted and not adopted | Recently issued accounting pronouncements adopted In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective December 15, 2021, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management has determined the adoption of ASU 2020-06 did not have an impact on the Company's financial statements. The Company early adopted ASU 2020-06 using the modified retrospective basis. Recently issued accounting pronouncements not adopted Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption. |
Nature of the Business (Tables)
Nature of the Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Units of Accounting from Blackstone Agreement | The Company allocated the total gross proceeds arising from the Blackstone Collaboration Agreement and the Blackstone Securities Purchase Agreement along with the issuance of the Blackstone Warrant among the three units of accounting on a relative fair value basis at the time of the transaction as follows: Units of Accounting Gross proceeds (in millions) Initial fair value (in millions) Allocated consideration based on relative fair value (in millions) Net allocated consideration based on relative fair value after transaction costs* (in millions) Liability related to the sale of future royalties and sales milestones, net (Blackstone Collaboration Agreement) $ 50.0 $ 49.6 $ 46.4 $ 45.9 ADSs, representing ordinary shares $ 100.0 $ 100.0 $ 93.6 $ 91.6 Warrants $ — $ 10.7 $ 10.0 $ 9.9 Total $ 150.0 $ 160.3 $ 150.0 $ 147.4 * In addition, the total shared transaction costs of $1.7 million, relating to the Blackstone Agreement have been allocated to the three units of accounting on a relative fair value basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives | The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset December 31, 2021 2020 Lab equipment $ 34,091 $ 23,491 Office equipment 3,463 2,928 Furniture and fixtures 1,363 1,340 Leasehold improvements 14,904 10,629 Assets under construction 2,436 14,321 Less: accumulated depreciation and impairment (22,716) (14,663) Total property and equipment, net $ 33,541 $ 38,046 |
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: December 31, 2021 2020 2019 Unvested restricted shares and units 1,089,650 505,383 814,744 Incentive share options 7,772,455 5,611,429 5,963,239 Warrants 3,265,306 — — Total 12,127,411 6,116,812 6,777,983 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Geographic Locations | Total revenue by geographical location (in thousands): December 31, 2021 2020 2019 License revenue United Kingdom $ — $ 242 $ — United States 1,507 — — Total License revenue $ 1,507 $ 242 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Research and development claims receivable $ 23,678 $ 24,711 Prepayments 8,713 10,206 VAT receivable 1,849 3,124 Lease incentive receivable — 1,237 Lease and lease deposit receivable 68 — Other asset 240 — Grant income receivable 384 414 Other receivable 271 199 Deferred cost 1,073 3,008 Total prepaid expenses and other current assets $ 36,276 $ 42,899 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset December 31, 2021 2020 Lab equipment $ 34,091 $ 23,491 Office equipment 3,463 2,928 Furniture and fixtures 1,363 1,340 Leasehold improvements 14,904 10,629 Assets under construction 2,436 14,321 Less: accumulated depreciation and impairment (22,716) (14,663) Total property and equipment, net $ 33,541 $ 38,046 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Finite Lived intangible Asset | The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands): December 31, 2021 2020 Software licenses $ 288 $ 291 Less: accumulated amortization (223) (133) Total intangibles assets, net $ 65 $ 158 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2021 2020 Compensation and benefits $ 8,747 $ 8,732 Research and development costs 11,311 15,343 UCLB milestone 10 205 Professional fees 3,449 3,005 Other liabilities 150 496 Total accrued expenses and other liabilities $ 23,667 $ 27,781 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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 years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Expected option life (years) 5.27 to 6.08 5.27 to 6.08 5.27 to 6.08 Risk-free interest rate 0.62% to 1.34% 0.31% to 1.66% 1.39% to 2.66% Expected volatility 80.05% to 82.03% 76.38% to 81.45% 72.30% to 76.22% Expected dividend yield 0% 0% 0% |
Stock Option Rollforward | The table below summarizes activity for the years ended December 31, 2021 and 2020. Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 5,936,239 $ 17.71 9.02 $ 11,873 Granted 474,225 11.61 — — Exercised (115,194) 4.07 — — Forfeited (683,841) 20.06 — — Outstanding as of December 31, 2020 5,611,429 17.19 7.96 4,262 Granted 4,155,375 7.11 — — Exercised (196,069) 0.64 — — Forfeited (1,798,280) 17.12 — — Outstanding as of December 31, 2021 7,772,455 $ 12.24 8.30 $ 1,007 Exercisable as of December 31, 2021 3,001,834 17.33 7.10 1,007 Vested and expected to vest as of December 31, 2021 7,772,455 $ 12.24 8.30 $ 1,007 |
Schedule of Restricted Stock Valuation Assumptions | The assumptions (Note 2) used in the Black Scholes option pricing model to determine the fair value of the ordinary shares for the following dates are 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 % 71.0 % 71.0 % Expected dividend yield 0 % 0 % 0 % 0 % 0 % |
Schedule of Nonvested Share Activity | A summary of the changes in the Company’s restricted ordinary shares during the years ended December 31, 2021 and 2020 are as follows and reflect the conversion of ordinary shares in the current and previous years. Number of Weighted average grant date fair value Unvested and outstanding at December 31, 2019 314,744 $ 4.22 Granted — — Vested (222,392) 4.24 Forfeited (1,969) 4.44 Unvested and outstanding at December 31, 2020 90,383 4.17 Granted — Vested (90,383) 4.17 Forfeited — Unvested and outstanding at December 31, 2021 — $ — The following is a summary of RSU activity for the 2018 Plan for the years ended December 31, 2021 and 2020, respectively: Number of Weighted average Unvested and outstanding at December 31, 2019 500,000 $ 12.09 Granted — — Vested — — Forfeited (85,000) 12.09 Unvested and outstanding at December 31, 2020 415,000 12.09 Granted 1,215,650 8.27 Vested (204,500) 11.49 Forfeited (336,500) 10.22 Unvested and outstanding at December 31, 2021 1,089,650 $ 8.63 |
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): Year Ended December 31, 2021 2020 2019 Research and development $ 5,241 $ 12,992 $ 17,761 General and administrative 4,696 7,115 12,451 Capitalized to fixed assets — (86) 174 Total share-based compensation expense $ 9,937 $ 20,021 $ 30,386 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Black-Scholes Option Pricing Model for Warrants | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants granted to Blackstone as at November 6, 2021 were as follows: Year Ended December 31, 2021 Expected warrant life (years) 5 Risk-free interest rate 1.04% Expected volatility 80.23% Expected dividend yield 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): Year ended December 31, 2021 2020 2019 Net loss before taxes $ (165,988) $ (166,257) $ (139,008) U.K. statutory tax rate 19.0 % 19.0 % 19.0 % Income tax benefit at U.K. statutory tax rate (31,580) (31,589) (26,411) Tax incentives / credits (24,023) (23,076) (16,312) Non-deductible expenses 302 797 4,048 Adjustments in respect of prior years 233 (1,088) 96 Operating losses 28,497 28,672 21,643 Tax on property, plant, equipment and intangibles 935 547 267 Other, net 1,727 1,552 1,510 Foreign rate differential 17 22 $ — Total income tax benefit $ (23,892) $ (24,163) $ (15,159) Current income tax benefit (23,782) (22,819) (14,749) Deferred income tax benefit (110) (1,344) (410) Effective rate of income tax 14.4 % 14.5 % 10.9 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred tax assets: Other differences $ 10,909 $ 14,135 Tax losses 69,642 40,221 Fixed assets 6,779 3,934 Total deferred tax assets 87,330 58,290 Valuation allowances (85,465) (56,536) Net deferred tax asset (liability) $ 1,865 $ 1,754 |
Liability related to sales of_2
Liability related to sales of future royalties and sales milestones, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Liability Related to Sale of Revenue Rollforward | Changes to the Blackstone Collaboration Agreement liability related to the sale of future royalties and sales milestones are as follows (in thousands): Year Ended December 31, 2021 Beginning balance $ — Initial liability related to the sale of future royalties and sales milestones, net of issuance costs 45,923 Non-cash interest expense on liability related to sale of future royalties and sales milestones 1,093 Ending Balance $ 47,016 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Disclosure | The following table shows the lease balance sheet classification of leases for the years ended December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Assets Operating lease right-of-use assets, net of accumulated amortization $ 18,775 $ 51,637 Liabilities Current Operating lease liabilities, current 4,453 3,590 Non-current Operating lease liabilities, non-current 16,545 50,571 Total lease liabilities $ 20,998 $ 54,161 The following table shows the lease costs for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, Lease costs Statement of Operations Classification 2021 2020 Operating lease costs Operating expenses: research and development $ 4,801 $ 5,266 Variable costs Operating expenses: research and development 1,144 1,212 Short term lease costs Operating expenses: research and development 193 282 Operating lease costs Operating expenses: general and administration 1,178 1,380 Variable costs Operating expenses: general and administration 147 270 Short term lease costs Operating expenses: general and administration 12 — Total lease costs $ 7,475 $ 8,410 Year ended December 31, Other information 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 4,619 $ 4,896 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ (38,335) $ 30,786 Weighted-average remaining lease term - operating leases (in years) 5.80 years 11.20 years Weighted-average discount rate - operating leases 7.15 % 9.00 % |
Lease Maturity Schedule | Future fixed payments for non-cancellable operating leases in effect as of December 31, 2021 are payable as follows: Operating Leases Maturity of lease liabilities for the years ending December 31, (in thousands) 2022 $ 5,776 2023 4,915 2024 4,230 2025 2,981 2026 2,748 Thereafter 4,780 Total Lease Payments 25,430 Less: Imputed interest (4,432) Present value of lease liabilities $ 20,998 Future fixed receipts for non-cancellable operating sub-leases in effect as of December 31, 2021 are receivable as follows: Operating Leases (in thousands) 2022 $ 243 2023 278 2024 278 2025 278 2026 217 Thereafter 244 Total lease payments receivable $ 1,538 |
Operating Lease, Lease Income | The following table shows the sub-lease rental income for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, Sub-lease rental income Statement of Operations Classification 2021 2020 Sub-lease rental income Operating expenses: general and administration 49 — Total sub-lease rental income $ 49 $ — |
Nature of the Business - Narrat
Nature of the Business - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 06, 2021 | Jun. 17, 2021 | Feb. 12, 2021 | Jan. 27, 2020 | Apr. 15, 2019 | Jun. 26, 2018 | Jun. 22, 2018 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock | ||||||||||||
Net loss | $ 142,096 | $ 142,094 | $ 123,849 | |||||||||
Accumulated deficit | $ 521,340 | 521,340 | 379,244 | |||||||||
Cash | $ 310,338 | 310,338 | $ 153,299 | $ 210,643 | ||||||||
Number of shares issued in transaction (shares) | 2,069,466 | 1,718,506 | ||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 14,300 | $ 15,300 | $ 29,600 | |||||||||
Gross proceeds from sale of stock | $ 100,000 | |||||||||||
SEC document registration, days from Closing Date | 45 days | 45 days | ||||||||||
Exercise price, per warrant or right | $ 7.35 | |||||||||||
Blackstone | ||||||||||||
Class of Stock | ||||||||||||
Variable consideration amount, agreement inception | $ 150,000 | |||||||||||
Affiliated Entity | Blackstone | ||||||||||||
Class of Stock | ||||||||||||
Proceeds from liability related to the sale of future royalties and sales milestones | $ 50,000 | |||||||||||
Remaining performance obligation, variable consideration amount | $ 100,000 | |||||||||||
American Depositary Shares Under Blackstone Agreement | ||||||||||||
Class of Stock | ||||||||||||
Securities called by warrants | 3,265,306 | |||||||||||
Ordinary shares | ||||||||||||
Class of Stock | ||||||||||||
Number of shares issued in transaction (shares) | 17,985,611 | 17,985,611 | 3,787,972 | |||||||||
Per share price of issuance (usd per share) | $ 5.56 | |||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98,000 | |||||||||||
Gross proceeds from sale of stock | $ 100,000 | |||||||||||
Ordinary shares | Ordinary Shares Represented by ADSs Under Blackstone Agreement | ||||||||||||
Class of Stock | ||||||||||||
Securities called by warrants | 3,265,306 | |||||||||||
Ordinary shares | IPO | ||||||||||||
Class of Stock | ||||||||||||
Number of shares issued in transaction (shares) | 10,147,059 | 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 | Public Stock Offering | ||||||||||||
Class of Stock | ||||||||||||
Number of shares issued in transaction (shares) | 14,285,715 | 7,250,000 | 4,830,000 | |||||||||
Per share price of issuance (usd per share) | $ 7 | $ 11 | $ 24 | |||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 106,900 | $ 74,000 | $ 108,800 | |||||||||
Ordinary shares | Over-Allotment Option | ||||||||||||
Class of Stock | ||||||||||||
Number of shares issued in transaction (shares) | 2,142,857 | 630,000 | 1,323,529 |
Nature of the Business - Units
Nature of the Business - Units of Accounting (Details) - Blackstone - USD ($) $ in Millions | Nov. 06, 2021 | Dec. 31, 2021 |
Class of Stock | ||
Payments of equity issuance costs | $ (1.7) | |
Investor | ||
Class of Stock | ||
Amounts of related party transaction | $ 150 | |
Liability related to the sale of future royalties and sales milestones, net (Blackstone Collaboration Agreement) | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 50 | |
ADSs, representing ordinary shares | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 100 | |
Warrants | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 0 | |
Net allocated consideration based on relative fair value after transaction costs | 10.7 | |
Estimate of Fair Value Measurement | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 160.3 | |
Allocated consideration based on relative fair value (in millions) | 150 | |
Net allocated consideration based on relative fair value after transaction costs | 147.4 | |
Estimate of Fair Value Measurement | Liability related to the sale of future royalties and sales milestones, net (Blackstone Collaboration Agreement) | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 49.6 | |
Allocated consideration based on relative fair value (in millions) | 46.4 | |
Net allocated consideration based on relative fair value after transaction costs | 45.9 | |
Estimate of Fair Value Measurement | ADSs, representing ordinary shares | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 100 | |
Allocated consideration based on relative fair value (in millions) | 93.6 | |
Net allocated consideration based on relative fair value after transaction costs | 91.6 | |
Estimate of Fair Value Measurement | Warrants | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 10.7 | |
Allocated consideration based on relative fair value (in millions) | 10 | |
Net allocated consideration based on relative fair value after transaction costs | $ 9.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Cash | $ 310,338 | $ 153,299 | $ 210,643 |
Net assets | 318,400 | ||
Net loss | 142,096 | $ 142,094 | $ 123,849 |
Net proceeds, excluding proceeds from stock options exercised | $ 284,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restricted Cash (Details) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2021USD ($)numberOfContracts | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Restricted Cash and Cash Equivalents Items | ||||
Restricted cash | $ 338 | $ 786 | $ 787 | |
Number of contracts | numberOfContracts | 2 | |||
Proceeds from deposits from customers | $ 127 | |||
Letter of credit collateral | ||||
Restricted Cash and Cash Equivalents Items | ||||
Restricted cash | $ 600 | |||
Security deposit | ||||
Restricted Cash and Cash Equivalents Items | ||||
Restricted cash | $ 200 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Lives (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2021 | |
Office equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment useful life | 3 years | |
Lab equipment | Minimum | ||
Property, Plant and Equipment | ||
Property, plant and equipment useful life | 5 years | 5 years |
Lab equipment | Maximum | ||
Property, Plant and Equipment | ||
Property, plant and equipment useful life | 10 years | 10 years |
Furniture and fittings | ||
Property, Plant and Equipment | ||
Property, plant and equipment useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | ||||
Decrease in depreciation expense | $ (8.6) | $ (5.7) | $ (4.6) | |
Earnings per share, basic (in usd per share) | $ (1.97) | $ (2.76) | $ (2.88) | |
Earnings per share, diluted (in usd per share) | $ (1.97) | $ (2.76) | $ (2.88) | |
Change in fixed asset assumptions | ||||
Property, Plant and Equipment | ||||
Decrease in depreciation expense | $ 0.3 | |||
Earnings per share, basic (in usd per share) | $ 0.01 | |||
Earnings per share, diluted (in usd per share) | $ 0.01 | |||
Lab equipment | Minimum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 5 years | 5 years | ||
Lab equipment | Maximum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 10 years | 10 years | ||
Leasehold improvements | ||||
Property, Plant and Equipment | ||||
Disposal loss | $ 0.7 | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Impairment of Long-lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ (4,100,000) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Intangible Assets Subject to Amortization (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Impairment of finite lived intangible assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021regionsegment | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 1 |
Number of geographic regions | region | 2 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Research and development tax credits | $ 0.1 | $ 0.1 | $ 0.2 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Foreign currency exchange loss | $ (2.3) | $ (0.2) | $ (4.6) |
Foreign currency gain | $ 2.3 | $ 0.2 | $ 4.6 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Patent Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Patent costs | $ 1.7 | $ 2.1 | $ 2 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - License Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
License | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer | $ 1,507,000 | $ 242,000 | $ 0 |
Royalty | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer | $ 0 | $ 0 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Foreign currency exchange translation adjustment | $ (2,709) | $ 2,830 | $ 6,797 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 12,127,411 | 6,116,812 | 6,777,983 |
Unvested restricted shares and units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 1,089,650 | 505,383 | 814,744 |
Incentive share options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 7,772,455 | 5,611,429 | 5,963,239 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 3,265,306 | 0 | 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - License - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total License revenue | $ 1,507,000 | $ 242,000 | $ 0 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total License revenue | 0 | 242,000 | 0 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total License revenue | $ 1,507,000 | $ 0 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ / shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2021 | Jun. 22, 2021 | |
Development Milestone | |||
Disaggregation of Revenue [Line Items] | |||
Fees per product | $ 30 | ||
Sales Milestone | |||
Disaggregation of Revenue [Line Items] | |||
Fees per product | $ 30 | ||
License | Moderna | |||
Disaggregation of Revenue [Line Items] | |||
Extension term | 12 months | ||
Extension fee | $ 0.3 | ||
License | Moderna | |||
Disaggregation of Revenue [Line Items] | |||
Proceeds from license fees received | $ 2 | ||
Upfront non-refundable payment | $ 1.5 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Research and development claims receivable | $ 23,678 | $ 24,711 |
Prepayments | 8,713 | 10,206 |
VAT receivable | 1,849 | 3,124 |
Lease incentive receivable | 0 | 1,237 |
Lease and lease deposit receivable | 68 | 0 |
Other asset | 240 | 0 |
Grant income receivable | 384 | 414 |
Other receivable | 271 | 199 |
Deferred cost | 1,073 | 3,008 |
Total prepaid expenses and other current assets | $ 36,276 | $ 42,899 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid manufacturing and clinical trials | $ 1,500 |
Capitalized implementation costs | 500 |
Non-refundable upfront costs related to future payments | $ 1,500 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment | ||
Less: accumulated depreciation and impairment | $ (22,716) | $ (14,663) |
Total property and equipment, net | 33,541 | 38,046 |
Lab equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 34,091 | 23,491 |
Office equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 3,463 | 2,928 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 1,363 | 1,340 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 14,904 | 10,629 |
Assets under construction | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 2,436 | $ 14,321 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 8.6 | $ 5.7 | $ 4.6 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets | ||
Total intangibles assets, net | $ 65 | $ 158 |
Licensing Agreements | ||
Finite-Lived Intangible Assets | ||
Software licenses | 288 | 291 |
Less: accumulated amortization | (223) | (133) |
Total intangibles assets, net | $ 65 | $ 158 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets | |||
Amortization expense | $ 90,000 | $ 91,000 | $ 47,000 |
Expected amortization expense, 2022 | 65,000 | ||
Expected amortization expense, 2023 | 0 | ||
Expected amortization expense, 2024 | 0 | ||
Expected amortization expense, 2025 | 0 | ||
Expected amortization expense, 2026 | $ 0 | ||
Licensing Agreements | |||
Finite-Lived Intangible Assets | |||
Estimated useful life | 3 years |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) £ in Thousands, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2020USD ($) | Mar. 31, 2018GBP (£) |
Payables and Accruals [Abstract] | ||||
Compensation and benefits | $ 8,747 | $ 8,732 | ||
Research and development costs | 11,311 | 15,343 | ||
UCLB milestone | 10 | £ 180 | 205 | £ 350 |
Professional fees | 3,449 | 3,005 | ||
Other liabilities | 150 | 496 | ||
Total accrued expenses and other liabilities | $ 23,667 | $ 27,781 |
Shareholders_ Equity - Ordinary
Shareholders’ Equity - Ordinary Shares (Details) | Jun. 26, 2018USD ($) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020£ / sharesshares |
Class of Stock | |||||
Authorized grant, life | 5 years | ||||
Ordinary shares | |||||
Class of Stock | |||||
Maximum nominal shares authorized for grant | $ | $ 8,400 | ||||
Common stock, shares, issued (shares) | 90,907,830 | 90,907,830 | 52,346,231 | 52,346,231 | |
Common stock, par value (usd/gbp per share) | $ / shares | $ 0.000042 | $ 0.000042 | |||
Deferred Shares | |||||
Class of Stock | |||||
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 | |
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00001 | £ 0.00001 | |||
Deferred B shares | |||||
Class of Stock | |||||
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | |||
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00099 | £ 0.00099 | |||
Deferred C shares | |||||
Class of Stock | |||||
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 | |
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.000008 | £ 0.000008 |
Shareholders_ Equity - Initial
Shareholders’ Equity - Initial Public Offering and Impact of Corporate Reorganization (Details) | Nov. 06, 2021$ / sharesshares | Jun. 17, 2021shares | Jun. 26, 2020 | Jun. 26, 2018USD ($)shares | Jun. 22, 2018$ / sharesshares | Jan. 31, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 26, 2018GBP (£)shares |
Class of Stock | |||||||||||
Number of shares issued in transaction (shares) | shares | 2,069,466 | 1,718,506 | |||||||||
Proceeds of issuance of ordinary shares | $ 245,900,000 | $ 79,750,000 | $ 115,920,000 | ||||||||
Payment of stock issuance cost | $ 16,000,000 | $ 11,453,000 | 5,797,000 | $ 7,100,000 | |||||||
Equity conversion ratio | 3.185 | ||||||||||
Ordinary shares | |||||||||||
Class of Stock | |||||||||||
Number of shares issued in transaction (shares) | shares | 17,985,611 | 17,985,611 | 3,787,972 | ||||||||
Per share price of issuance (usd per share) | $ / shares | $ 5.56 | ||||||||||
Ordinary and Deferred shares | $ 4,000 | $ 4,000 | 3,000 | ||||||||
Ordinary shares | IPO | |||||||||||
Class of Stock | |||||||||||
Number of shares issued in transaction (shares) | shares | 10,147,059 | 10,147,059 | |||||||||
Per share price of issuance (usd per share) | $ / shares | $ 17 | ||||||||||
Proceeds of issuance of ordinary shares | $ 156,500,000 | ||||||||||
Deferred Shares | |||||||||||
Class of Stock | |||||||||||
Shares outstanding (shares) | shares | 34,425 | 34,425 | |||||||||
Ordinary and Deferred shares | $ 1 | 0 | 0 | 0 | |||||||
Deferred B shares | |||||||||||
Class of Stock | |||||||||||
Ordinary and Deferred shares | 118,000 | 118,000 | 118,000 | 118,000 | |||||||
Share capital registration threshold | £ | £ 50,000 | ||||||||||
Deferred C shares | |||||||||||
Class of Stock | |||||||||||
Ordinary and Deferred shares | $ 1 | $ 0 | $ 0 | $ 0 |
Shareholders_ Equity - Public O
Shareholders’ Equity - Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 06, 2021 | Jun. 17, 2021 | Feb. 12, 2021 | Jan. 27, 2020 | Apr. 15, 2019 | Jun. 22, 2018 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Class of Stock | |||||||||
Number of shares issued in transaction (shares) | 2,069,466 | 1,718,506 | |||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 14.3 | $ 15.3 | $ 29.6 | ||||||
Ordinary shares | |||||||||
Class of Stock | |||||||||
Number of shares issued in transaction (shares) | 17,985,611 | 17,985,611 | 3,787,972 | ||||||
Per share price of issuance (usd per share) | $ 5.56 | ||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 | ||||||||
Ordinary shares | Public Stock Offering | |||||||||
Class of Stock | |||||||||
Number of shares issued in transaction (shares) | 14,285,715 | 7,250,000 | 4,830,000 | ||||||
Per share price of issuance (usd per share) | $ 7 | $ 11 | $ 24 | ||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 106.9 | $ 74 | $ 108.8 | ||||||
Ordinary shares | Over-Allotment Option | |||||||||
Class of Stock | |||||||||
Number of shares issued in transaction (shares) | 2,142,857 | 630,000 | 1,323,529 |
Shareholders_ Equity - Open Mar
Shareholders’ Equity - Open Market Sales Agreement (Details) $ in Millions | Nov. 06, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Dec. 31, 2021shares | Dec. 31, 2021USD ($)shares | Sep. 18, 2020USD ($) |
Class of Stock | ||||||
Commission, percentage of gross sales price | 0.030 | |||||
Number of shares issued in transaction (shares) | shares | 2,069,466 | 1,718,506 | ||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 14.3 | $ 15.3 | $ 29.6 | |||
Ordinary shares | ||||||
Class of Stock | ||||||
Sale of stock, authorized amount | $ 100 | |||||
Number of shares issued in transaction (shares) | shares | 17,985,611 | 17,985,611 | 3,787,972 | |||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 |
Shareholders_ Equity - Blacksto
Shareholders’ Equity - Blackstone Securities Purchase agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 06, 2021 | Jun. 17, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Class of Stock | ||||||
Number of shares issued in transaction (shares) | 2,069,466 | 1,718,506 | ||||
Gross proceeds from sale of stock | $ 100 | |||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 14.3 | $ 15.3 | $ 29.6 | |||
Ordinary shares | ||||||
Class of Stock | ||||||
Number of shares issued in transaction (shares) | 17,985,611 | 17,985,611 | 3,787,972 | |||
Per share price of issuance (usd per share) | $ 5.56 | |||||
Gross proceeds from sale of stock | $ 100 | |||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 | |||||
ADS | ||||||
Class of Stock | ||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 91.6 |
Share Based Compensation - 2018
Share Based Compensation - 2018 Equity Incentive Plan (Details) - shares | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2021 | Jun. 30, 2019 | |
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) | 11,443,279 | 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Risk-free interest rate minimum (percentage) | 0.62% | 0.31% | 1.39% |
Risk-free interest rate maximum (percentage) | 1.34% | 1.66% | 2.66% |
Expected volatility minimum (percentage) | 80.05% | 76.38% | 72.30% |
Expected volatility maximum (percentage) | 82.03% | 81.45% | 76.22% |
Expected dividend yield (percentage) | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected term (in years) | 5 years 3 months 7 days | 5 years 3 months 7 days | 5 years 3 months 7 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Share Based Compensation - Shar
Share Based Compensation - Share Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Beginning balance (shares) | 5,611,429 | 5,936,239 | |
Granted (shares) | 4,155,375 | 474,225 | |
Exercised (shares) | (196,069) | (115,194) | |
Forfeited (shares) | (1,798,280) | (683,841) | |
Ending balance (shares) | 7,772,455 | 5,611,429 | 5,936,239 |
Exercisable (shares) | 3,001,834 | ||
Vested and expected to vest (shares) | 7,772,455 | ||
Weighted- Average Exercise Price | |||
Beginning balance (usd per share) | $ 17.19 | $ 17.71 | |
Granted (usd per share) | 7.11 | 11.61 | |
Exercised (usd per share) | 0.64 | 4.07 | |
Forfeited (usd per share) | 17.12 | 20.06 | |
Ending balance (usd per share) | 12.24 | $ 17.19 | $ 17.71 |
Exercisable (usd per share) | 17.33 | ||
Vested and expected to vest (usd per share) | $ 12.24 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Options outstanding (weighted- average remaining contractual term years) | 8 years 3 months 18 days | 7 years 11 months 15 days | 9 years 7 days |
Exercisable (weighted average remaining contractual term years) | 7 years 1 month 6 days | ||
Vested and expected to vest (weighted- average remaining contractual term years) | 8 years 3 months 18 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Options outstanding (aggregate intrinsic value) | $ 1,007 | $ 4,262 | $ 11,873 |
Options exercised (aggregate intrinsic value) | 0 | $ 0 | |
Options exercisable (aggregate intrinsic value) | 1,007 | ||
Options vested and expected to vest (aggregate intrinsic value) | $ 1,007 |
Share Based Compensation - Sh_2
Share Based Compensation - Share Options Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 4,155,375 | 474,225 | |
Vested and expected to vest (shares) | 7,772,455 | ||
Compensation expense | $ 9,937,000 | $ 20,021,000 | $ 30,386,000 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average grant date fair value (usd per share) | $ 4.91 | $ 7.82 | $ 10.07 |
Unrecognized stock based compensation | $ 10,800,000 | ||
Weighted average vesting period | 3 years 3 months 3 days | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized stock based compensation | $ 6,700,000 | ||
Weighted average vesting period | 2 years 10 months 13 days | ||
Granted (shares) | 1,602,500 | ||
Options forfeited (shares) | 222,500 | ||
Vested and expected to vest (shares) | 80,000 | ||
Compensation expense | $ 1,400,000 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of restricted shares | ||
Unvested and outstanding beginning balance (shares) | 90,383 | 314,744 |
Granted (shares) | 0 | 0 |
Vested (shares) | (90,383) | (222,392) |
Forfeited (shares) | 0 | (1,969) |
Unvested and outstanding ending balance (shares) | 0 | 90,383 |
Weighted average grant date fair value | ||
Unvested and outstanding beginning balance (usd per share) | $ 4.17 | $ 4.22 |
Granted (usd per share) | 0 | |
Vested (usd per share) | 4.17 | 4.24 |
Forfeited (usd per share) | 4.44 | |
Unvested and outstanding ending balance (usd per share) | $ 0 | $ 4.17 |
Share Based Compensation - Re_3
Share Based Compensation - Restricted Ordinary Shares (Narratives) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Restricted Ordinary Shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Unrecognized stock based compensation | $ 0 |
Share Based Compensation - Re_4
Share Based Compensation - Restricted Stock Units Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Compensation expense | $ 9,937,000 | $ 20,021,000 | $ 30,386,000 | ||
Vesting Group One | |||||
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 | ||||
Restricted Ordinary Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Granted (shares) | 0 | 0 | |||
Unrecognized stock based compensation | $ 0 | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (years) | 3 years | ||||
Award vesting percentage | 100.00% | ||||
Granted (shares) | 1,215,650 | 0 | |||
Unrecognized stock based compensation | $ 1,000,000 | ||||
Weighted average vesting period | 1 year 9 months 3 days | ||||
RSUs awarded | 1,215,650 | ||||
RSUs forfeited | 150,000 | ||||
RSUs vested | 40,000 | ||||
RSUs vested, not issued | 41,125 | ||||
Compensation expense | $ 4,400,000 | ||||
Restricted stock units | Vesting Group One | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (years) | 4 years | ||||
Award vesting percentage | 25.00% | 50.00% | |||
Restricted stock units | Vesting Group Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (years) | 3 years | ||||
Award vesting percentage | 50.00% | ||||
Restricted stock units | Vesting Group Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (years) | 2 years | ||||
Restricted stock units with performance conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Unrecognized stock based compensation | $ 2,800,000 | ||||
Weighted average vesting period | 1 year 6 months 14 days |
Share Based Compensation - Re_5
Share Based Compensation - Restricted Stock Units Rollforward (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of restricted shares | ||
Unvested and outstanding beginning balance (shares) | 415,000 | 500,000 |
Granted (shares) | 1,215,650 | 0 |
Vested (shares) | (204,500) | 0 |
Forfeited (shares) | (336,500) | (85,000) |
Unvested and outstanding ending balance (shares) | 1,089,650 | 415,000 |
Weighted average grant date fair value | ||
Unvested and outstanding beginning balance (usd per share) | $ 12.09 | $ 12.09 |
Granted (usd per share) | 8.27 | 0 |
Vested (usd per share) | 11.49 | 0 |
Forfeited (usd per share) | 10.22 | 12.09 |
Unvested and outstanding ending balance (usd per share) | $ 8.63 | $ 12.09 |
Share Based Compensation - Comp
Share Based Compensation - Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | $ 9,937,000 | $ 20,021,000 | $ 30,386,000 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | 5,241,000 | 12,992,000 | 17,761,000 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | 4,696,000 | 7,115,000 | 12,451,000 |
Capitalized to fixed assets | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | $ 0 | $ (86,000) | $ 174,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Nov. 06, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise price, per warrant or right | $ 7.35 | ||
Warrant fair value | $ 10,000 | ||
Expected volatility | 80.23% | ||
Issuance of warrants, net of transaction costs | $ 9,868 | ||
Blackstone | Warrants | Investor | |||
Class of Warrant or Right [Line Items] | |||
Net allocated consideration based on relative fair value after transaction costs | $ 10,700 | ||
American Depositary Shares Under Blackstone Agreement | |||
Class of Warrant or Right [Line Items] | |||
Securities called by warrants | 3,265,306 | ||
Minimum | ADS | Measurement Input, Expected Term | |||
Class of Warrant or Right [Line Items] | |||
Expected term, in years | 3 years 6 months | ||
Ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Expected volatility | 0.00% | ||
Warrant discount | $ 3,600 | ||
Issuance of warrants, net of transaction costs | $ 6,400 | ||
Ordinary shares | Ordinary Shares Represented by ADSs Under Blackstone Agreement | |||
Class of Warrant or Right [Line Items] | |||
Securities called by warrants | 3,265,306 |
Warrants - Warrant Pricing Mode
Warrants - Warrant Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Expected warrant life (years) | 5 years |
Risk-free interest rate | 1.04% |
Expected volatility | 80.23% |
Expected dividend yield | 0.00% |
License Agreements (Details)
License Agreements (Details) £ in Thousands, $ in Thousands | 1 Months Ended | |||||
Mar. 31, 2018GBP (£) | Mar. 31, 2016USD ($)shares | Sep. 30, 2014shares | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2020USD ($) | |
Schedule Of License Agreements | ||||||
Shares issued (shares) | shares | 313,971 | |||||
Accrued license fees payable | £ 350 | $ 10 | £ 180 | $ 205 | ||
Product Sales | Minimum | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 1,000 | |||||
Product Sales | Maximum | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 18,500 | |||||
UCLB | ||||||
Schedule Of License Agreements | ||||||
Shares issued (shares) | shares | 1,497,643 | |||||
Payment of upfront fees | £ 1,500 | $ 300 | ||||
UCLB | Regulatory Approval | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 37,500 | |||||
UCLB | Product Sales | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | $ | $ 18,000 | |||||
UCLB | Net Sales Levels | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | £ 51,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ 23,892 | $ 24,163 | $ 15,159 |
Increase in deferred tax assets | 100 | ||
Deferred tax asset | 1,865 | 1,754 | |
Operating loss carryforward, foreign | 278,600 | ||
Valuation allowances | $ (85,465) | $ (56,536) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Net loss before taxes | $ (165,988) | $ (166,257) | $ (139,008) |
U.K. statutory tax rate (percentage) | 19.00% | 19.00% | 19.00% |
Income tax benefit at U.K. statutory tax rate | $ (31,580) | $ (31,589) | $ (26,411) |
Tax incentives / credits | (24,023) | (23,076) | (16,312) |
Non-deductible expenses | 302 | 797 | 4,048 |
Adjustments in respect of prior years | 233 | (1,088) | 96 |
Operating losses | 28,497 | 28,672 | 21,643 |
Tax on property, plant, equipment and intangibles | 935 | 547 | 267 |
Other, net | 1,727 | 1,552 | 1,510 |
Foreign rate differential | 17 | 22 | 0 |
Total income tax benefit | (23,892) | (24,163) | (15,159) |
Current income tax benefit | (23,782) | (22,819) | (14,749) |
Deferred income tax benefit | $ (110) | $ (1,344) | $ (410) |
Effective rate of income tax (percentage) | 14.40% | 14.50% | 10.90% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Other differences | $ 10,909 | $ 14,135 |
Tax losses | 69,642 | 40,221 |
Fixed assets | 6,779 | 3,934 |
Total deferred tax assets | 87,330 | 58,290 |
Valuation allowances | (85,465) | (56,536) |
Net deferred tax asset (liability) | $ 1,865 | $ 1,754 |
Liability related to sales of_3
Liability related to sales of future royalties and sales milestones, net - Narrative (Details) - USD ($) $ in Millions | Nov. 06, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Debt financing commitment, maximum amount to be received | $ 150 | |
Allocated proceeds | $ 45.9 | |
Blackstone | ||
Class of Warrant or Right [Line Items] | ||
Variable consideration amount, agreement inception | 150 | |
Blackstone | Estimate of Fair Value Measurement | Investor | ||
Class of Warrant or Right [Line Items] | ||
Allocated consideration based on relative fair value (in millions) | 150 | |
Net allocated consideration based on relative fair value after transaction costs | 147.4 | |
Affiliated Entity | Blackstone | ||
Class of Warrant or Right [Line Items] | ||
Proceeds from liability related to the sale of future royalties and sales milestones | 50 | |
Remaining performance obligation, variable consideration amount | $ 100 | |
Liability related to the sale of future royalties and sales milestones, net (Blackstone Collaboration Agreement) | Blackstone | Estimate of Fair Value Measurement | Investor | ||
Class of Warrant or Right [Line Items] | ||
Allocated consideration based on relative fair value (in millions) | 46.4 | |
Net allocated consideration based on relative fair value after transaction costs | $ 45.9 | |
Strategic Collaboration and Financing Agreement | ||
Class of Warrant or Right [Line Items] | ||
Effective percentage | 15.80% |
Liability related to sales of_4
Liability related to sales of future royalties and sales milestones, net - Schedule of Liability Related to Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability, Future Revenue, Rollforward [Abstract] | |||
Beginning balance | $ 0 | ||
Initial liability related to the sale of future royalties and sales milestones, net of issuance costs | 45,923 | ||
Non-cash interest expense on liability related to sale of future royalties and sales milestones | 1,093 | $ 0 | $ 0 |
Ending Balance | $ 47,016 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2021USD ($)numberOfThirdPartiesnumberOfContracts | Aug. 31, 2021 | Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Oct. 31, 2018 | Dec. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2018unit | Jun. 30, 2018 | |
Lessor, Lease, Description [Line Items] | |||||||||||||
Gain (loss) on termination of lease | $ 0 | $ 160 | $ 0 | ||||||||||
Lease incentive receivable | $ 1,200 | ||||||||||||
Rental income (less than) | $ 100 | ||||||||||||
Number of contracts | numberOfContracts | 2 | ||||||||||||
Number of third parties | numberOfThirdParties | 2 | ||||||||||||
Number of manufacturing properties | numberOfContracts | 2 | ||||||||||||
Lease payments to be received | $ 1,538 | $ 1,538 | |||||||||||
Proceeds from deposits from customers | $ 127 | ||||||||||||
Sublease, Lease Term One | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease payments to be received | 97 | ||||||||||||
Sublease, Lease Term 2 | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease payments to be received | $ 109 | ||||||||||||
Imperial (Forest House) Limited | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease term (in years) | 10 years | 10 years | 10 years | ||||||||||
Gain (loss) on termination of lease | $ 1,300 | ||||||||||||
Imperial (Forest House) Limited | Additional Space | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Option to enter additional lease, period | 15 months | ||||||||||||
MediaWorks Corporate Headquarters | Additional Space | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease term (in years) | 9 years 11 months | ||||||||||||
Operating lease rent free period | 18 months | ||||||||||||
Leasehold improvements, gross | $ 3,000 | $ 3,000 | $ 6,700 | ||||||||||
Manufacturing Space in Enfield, United Kingdom | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Gain (loss) on termination of lease | $ 100 | ||||||||||||
Lease termination fee expense | 200 | ||||||||||||
Manufacturing Space in Enfield, United Kingdom | Building | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease term (in years) | 15 years | ||||||||||||
Number of units (units) | unit | 3 | ||||||||||||
Leasehold Improvements | $ 4,100 | ||||||||||||
Office Space in Rockville, Maryland | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Gain (loss) on termination of lease | 2,000 | ||||||||||||
Office Space in Rockville, Maryland | Building | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Gain (loss) on termination of lease | $ 200 | ||||||||||||
Operating lease rent free period | 5 years | ||||||||||||
Office And Manufacturing Space in Rockville, Maryland | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Gain (loss) on termination of lease | $ 2,000 | ||||||||||||
Gain on sale of leased right of use asset | $ 2,300 | ||||||||||||
Impairment of leasehold | $ 2,400 | ||||||||||||
Laboratory Space in White City, London | Building | |||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||
Lease term (in years) | 10 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets, net of accumulated amortization | $ 18,775 | $ 51,637 |
Operating lease liabilities, current | 4,453 | 3,590 |
Operating lease liabilities, non-current | 16,545 | 50,571 |
Total lease liabilities | 20,998 | 54,161 |
Total lease costs | 7,475 | 8,410 |
Operating cash outflows from operating leases (in thousands) | 4,619 | 4,896 |
Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) | $ (38,335) | $ 30,786 |
Weighted-average remaining lease term - operating leases (in years) | 5 years 9 months 18 days | 11 years 2 months 12 days |
Weighted-average discount rate — operating leases (percent) | 7.15% | 9.00% |
Research and development | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 4,801 | $ 5,266 |
Variable costs | 1,144 | 1,212 |
Short term lease costs | 193 | 282 |
General and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | 1,178 | 1,380 |
Variable costs | 147 | 270 |
Short term lease costs | $ 12 | $ 0 |
Leases - Schedule of Maturity (
Leases - Schedule of Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 5,776 | |
2023 | 4,915 | |
2024 | 4,230 | |
2025 | 2,981 | |
2026 | 2,748 | |
Thereafter | 4,780 | |
Total Lease Payments | 25,430 | |
Less: Imputed interest | (4,432) | |
Present value of lease liabilities | $ 20,998 | $ 54,161 |
Leases - Sublease Income Maturi
Leases - Sublease Income Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 243 |
2023 | 278 |
2024 | 278 |
2025 | 278 |
2026 | 217 |
Thereafter | 244 |
Total lease payments receivable | $ 1,538 |
Leases - Sublease Classificatio
Leases - Sublease Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Total sub-lease rental income | $ 49 | $ 0 |
General and administrative | ||
Lessor, Lease, Description [Line Items] | ||
Total sub-lease rental income | $ 49 | $ 0 |
Employee Benefit Plans and Se_2
Employee Benefit Plans and Severance Plan (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||||
Employer contributions to defined benefit pension schemes | $ 1.6 | $ 1.3 | $ 1 | |
Employer contribution (percent) | 4.00% | |||
Employer contributions | $ 0.3 | $ 0.3 | $ 0.2 | |
Severance costs | $ 1.2 |
Related party transactions (Det
Related party transactions (Details) | Nov. 06, 2021USD ($)numberOfContracts$ / sharesshares | Jun. 17, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2021shares | Jan. 31, 2020shares |
Related Party Transaction | |||||||||
Number of directors | numberOfContracts | 1 | ||||||||
Liability related to sale of future royalty and sales milestones, net | $ 47,000,000 | $ 47,000,000 | |||||||
Non-cash interest expense on liability related to sale of future royalties and sales milestones | 1,093,000 | $ 0 | $ 0 | ||||||
Number of shares issued in transaction (shares) | shares | 2,069,466 | 1,718,506 | |||||||
Gross proceeds from sale of stock | $ 100,000,000 | ||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 14,300,000 | $ 15,300,000 | 29,600,000 | ||||||
Exercise price, per warrant or right | $ / shares | $ 7.35 | ||||||||
Strategic Collaboration and Financing Agreement | |||||||||
Related Party Transaction | |||||||||
Variable consideration amount, agreement inception | 150,000,000 | ||||||||
American Depositary Shares Under Blackstone Agreement | |||||||||
Related Party Transaction | |||||||||
Securities called by warrants | shares | 3,265,306 | ||||||||
Blackstone | |||||||||
Related Party Transaction | |||||||||
Variable consideration amount, agreement inception | 150,000,000 | ||||||||
Blackstone | Affiliated Entity | |||||||||
Related Party Transaction | |||||||||
Proceeds from liability related to the sale of future royalties and sales milestones | 50,000,000 | ||||||||
Remaining performance obligation, variable consideration amount | $ 100,000,000 | ||||||||
License | |||||||||
Related Party Transaction | |||||||||
Total License revenue | $ 1,507,000 | 242,000 | $ 0 | ||||||
License | Investee of Syncona Portfolio Limited | |||||||||
Related Party Transaction | |||||||||
Total License revenue | $ 242,000 | ||||||||
Autolus | Blackstone | |||||||||
Related Party Transaction | |||||||||
Ownership percent, more than | 10.00% | ||||||||
Autolus | License | Investee of Syncona Portfolio Limited | |||||||||
Related Party Transaction | |||||||||
Ownership percent, more than | 10.00% | 10.00% | |||||||
Syncona LLP | |||||||||
Related Party Transaction | |||||||||
Warrants granted | shares | 3,571,428 | 1,363,636 | |||||||
Ordinary shares | |||||||||
Related Party Transaction | |||||||||
Number of shares issued in transaction (shares) | shares | 17,985,611 | 17,985,611 | 3,787,972 | ||||||
Per share price of issuance (usd per share) | $ / shares | $ 5.56 | ||||||||
Gross proceeds from sale of stock | $ 100,000,000 | ||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98,000,000 | ||||||||
Ordinary shares | Ordinary Shares Represented by ADSs Under Blackstone Agreement | |||||||||
Related Party Transaction | |||||||||
Securities called by warrants | shares | 3,265,306 |