Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Description | This Post-Effective Amendment No. 1 to Form S-1 (the “Post-Effective Amendment”) is being filed in order to update certain disclosures in the registration statement. Substantially concurrently with the filing of this Post-Effective Amendment, MoonLake Immunotherapeutics filed its Annual Report on Form 10-K. |
Document Period End Date | Dec. 31, 2022 |
Entity Registrant Name | 0001821586 |
Entity Filer Category | Non-accelerated Filer |
Amendment Flag | true |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | MOONLAKE IMMUNOTHERAPEUTICS |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 39,505,627 | $ 8,038,845 |
Short-term marketable debt securities | 32,609,108 | 0 |
Other receivables | 217,129 | 148,774 |
Prepaid expenses | 4,179,468 | 1,449,096 |
Total current assets | 76,511,332 | 9,636,715 |
Non-current assets | ||
Operating lease right-of-use assets | 282,580 | 0 |
Property and equipment, net | 49,389 | 45,739 |
Total non-current assets | 331,969 | 45,739 |
Total assets | 76,843,301 | 9,682,454 |
Current liabilities | ||
Trade and other payables | 254,972 | 1,569,290 |
Short-term portion of operating lease liabilities | 153,629 | 0 |
Short-term loans | 0 | 15,000,000 |
Accrued expenses and other current liabilities | 7,256,845 | 4,518,311 |
Total current liabilities | 7,665,446 | 21,087,601 |
Non-current liabilities | ||
Long-term portion operating lease liability | 128,951 | 0 |
Pension liability | 282,206 | 239,860 |
Total non-current liabilities | 411,157 | 239,860 |
Total liabilities | 8,076,603 | 21,327,461 |
Commitments and contingencies (Note 16) | ||
Equity (deficit) | ||
Treasury Shares, 1,942,837 as of December 31, 2021 | 0 | (6,202) |
Additional paid-in capital | 129,192,291 | 42,061,984 |
Accumulated deficit | (80,650,212) | (53,643,615) |
Accumulated other comprehensive income (loss) | 350,946 | (168,177) |
Total shareholders’ equity (deficit) | 48,898,296 | (11,645,007) |
Noncontrolling interests | 19,868,402 | 0 |
Total equity (deficit) | 68,766,698 | (11,645,007) |
Total liabilities and equity (deficit) | 9,682,454 | |
Series A Preferred Shares | ||
Equity (deficit) | ||
Series A Preferred Shares, CHF 0.10 par value; 22,880,908 authorized; 22,880,908 shares issued and outstanding as of December 31, 2021 (liquidation preference of $33.4 million); | 0 | 72,466 |
Common Shares | ||
Equity (deficit) | ||
Common Shares | 0 | 38,537 |
Class A Ordinary Shares | ||
Equity (deficit) | ||
Common Shares | 3,898 | 0 |
Class C Ordinary Shares | ||
Equity (deficit) | ||
Common Shares | $ 1,373 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Dec. 31, 2021 USD ($) shares |
Treasury Shares (in shares) | 1,942,837 |
Series A Preferred Shares | |
Series A Preferred Shares, shares authorized (in shares) | 22,880,908 |
Series A Preferred Shares, shares issued (in shares) | 22,880,908 |
Series A Preferred Shares, shares outstanding (in shares) | 22,880,908 |
Series A Preferred Shares, liquidation preference | $ | $ 33.4 |
MoonLake AG Common Shares | |
Common shares, shares authorized (in shares) | 13,119,092 |
Common Shares, shares issued (in shares) | 12,161,331 |
Common Shares, shares outstanding (in shares) | 10,218,495 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating expenses | ||
Research and development | $ (35,529,331) | $ (42,048,954) |
General and administrative | (18,047,681) | (23,012,463) |
Total operating expenses | (53,577,012) | (65,061,417) |
Operating loss | (53,577,012) | (65,061,417) |
Other income (expense), net | (61,848) | 591,732 |
Loss before income tax | (53,638,860) | (64,469,685) |
Income tax expense | (4,755) | (36,366) |
Net loss | (53,643,615) | (64,506,051) |
Of which: net loss attributable to controlling interests shareholders | (53,643,615) | (49,973,249) |
Of which: net loss attributable to noncontrolling interests shareholders | 0 | (14,532,802) |
Net unrealized gain on marketable securities and short-term investments | 0 | 390,753 |
Actuarial income (loss) on employee benefit plans | (168,177) | 269,893 |
Other comprehensive income (loss) | (168,177) | 660,646 |
Comprehensive loss | (53,811,792) | (63,845,405) |
Comprehensive loss attributable to controlling interests shareholders | (53,811,792) | (49,437,461) |
Comprehensive loss attributable to noncontrolling interests | $ 0 | $ (14,407,944) |
Weighted-average number of shares, basic (in shares) | 7,840,707 | 29,361,353 |
Weighted-average number of shares, diluted (in shares) | 7,840,707 | 29,361,353 |
Basic net loss per share attributable to controlling interest shareholders (USD per share) | $ (6.84) | $ (1.70) |
Diluted net loss per share attributable to controlling interest shareholders (USD per share) | $ (6.84) | $ (1.70) |
Class A Ordinary Shares | ||
Operating expenses | ||
Weighted-average number of shares, basic (in shares) | 0 | 29,361,353 |
Weighted-average number of shares, diluted (in shares) | 0 | 29,361,353 |
Basic net loss per share attributable to controlling interest shareholders (USD per share) | $ 0 | $ (1.70) |
Diluted net loss per share attributable to controlling interest shareholders (USD per share) | $ 0 | $ (1.70) |
MoonLake AG Common Shares | ||
Operating expenses | ||
Weighted-average number of shares, basic (in shares) | 7,840,707 | 0 |
Weighted-average number of shares, diluted (in shares) | 7,840,707 | 0 |
Basic net loss per share attributable to controlling interest shareholders (USD per share) | $ (6.84) | $ 0 |
Diluted net loss per share attributable to controlling interest shareholders (USD per share) | $ (6.84) | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) | Total | Conversion Following Business Combination | Class A Ordinary Shares | Class C Ordinary Shares | Previously Reported | Total Shareholders' Equity (Deficit) | Total Shareholders' Equity (Deficit) Conversion Following Business Combination | Total Shareholders' Equity (Deficit) Conversion Of Class C Into Class A Shares | Total Shareholders' Equity (Deficit) Previously Reported | MoonLake AG Series A Preferred Shares | MoonLake AG Series A Preferred Shares Conversion Following Business Combination | MoonLake AG Series A Preferred Shares Previously Reported | MoonLake AG Series A Preferred Shares Revision of Prior Period, Adjustment | MoonLake AG Common Shares | MoonLake AG Common Shares Conversion Following Business Combination | MoonLake AG Common Shares Class A Ordinary Shares | MoonLake AG Common Shares Class A Ordinary Shares Conversion Following Business Combination | MoonLake AG Common Shares Class A Ordinary Shares Conversion Of Class C Into Class A Shares | MoonLake AG Common Shares Class C Ordinary Shares | MoonLake AG Common Shares Class C Ordinary Shares Conversion Following Business Combination | MoonLake AG Common Shares Class C Ordinary Shares Conversion Of Class C Into Class A Shares | MoonLake AG Common Shares Previously Reported | MoonLake AG Common Shares Revision of Prior Period, Adjustment | MoonLake AG Common Shares Held In Treasury | MoonLake AG Common Shares Held In Treasury Conversion Following Business Combination | MoonLake AG Common Shares Held In Treasury Previously Reported | MoonLake AG Common Shares Held In Treasury Revision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In Capital Conversion Following Business Combination | Additional Paid-In Capital Conversion Of Class C Into Class A Shares | Additional Paid-In Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Conversion Of Class C Into Class A Shares | Accumulated Other Comprehensive Income (Loss) Previously Reported | Noncontrolling Interests | Noncontrolling Interests Conversion Of Class C Into Class A Shares |
Common stock, beginning balance (in shares) at Mar. 09, 2021 | 33,638,698 | 1,000,000 | 32,638,698 | |||||||||||||||||||||||||||||||||||
Equity, beginning balance at Mar. 09, 2021 | $ 106,507 | $ 106,507 | $ 106,507 | $ 106,507 | $ 106,507 | $ 106,507 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Share-based compensation expense through transfer of existing Common shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred shares (in shares) | 3,330,231 | 3,330,231 | 3,330,231 | |||||||||||||||||||||||||||||||||||
Share-based compensation expense through transfer of existing Common Shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred Shares | $ 4,851,000 | 4,851,000 | $ 10,544 | $ (10,544) | $ 4,851,000 | |||||||||||||||||||||||||||||||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 342,980 | |||||||||||||||||||||||||||||||||||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors | 495,050 | 495,050 | $ 1,106 | 493,944 | ||||||||||||||||||||||||||||||||||
Emission Fee Reimbursement on Capital Increase | $ 4,894 | 4,894 | 4,894 | |||||||||||||||||||||||||||||||||||
Conversion and transfer of shares between classes (in shares) | 19,207,697 | 19,207,697 | 19,207,697 | |||||||||||||||||||||||||||||||||||
Conversion and transfer of shares between classes | $ 27,659,237 | 27,659,237 | $ 60,816 | $ (60,816) | 27,659,237 | |||||||||||||||||||||||||||||||||
Share-based compensation granted under the equity incentive plan ESPP, and reverse vesting of Restricted Founder Shares (in shares) | 1,060,561 | |||||||||||||||||||||||||||||||||||||
Share-based compensation granted under the equity incentive plan ESPP, and reverse vesting of Restricted Founder Shares | $ 9,056,299 | 9,056,299 | $ 3,390 | 9,052,909 | ||||||||||||||||||||||||||||||||||
Repurchase of 1,942,837 Common Shares following the resignation of a co-founder (in shares) | (1,942,837) | (1,942,837) | ||||||||||||||||||||||||||||||||||||
Repurchase of 1,942,837 Common Shares following the resignation of a co-founder | $ (6,202) | (6,202) | $ (6,202) | |||||||||||||||||||||||||||||||||||
Net loss | (53,643,615) | (53,643,615) | $ (53,643,615) | |||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (168,177) | (168,177) | $ (168,177) | |||||||||||||||||||||||||||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2021 | 22,880,908 | 680,196 | 22,200,712 | |||||||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 12,161,331 | 361,528 | 11,799,803 | |||||||||||||||||||||||||||||||||||
Held in Treasury, ending balance (in shares) at Dec. 31, 2021 | (1,942,837) | (57,756) | (1,885,081) | |||||||||||||||||||||||||||||||||||
Equity, end balance at Dec. 31, 2021 | (11,645,007) | $ (11,645,007) | (11,645,007) | $ (11,645,007) | $ 72,466 | $ 72,466 | $ 38,537 | $ 38,537 | $ (6,202) | $ (6,202) | 42,061,984 | $ 42,061,984 | (53,643,615) | $ (53,643,615) | (168,177) | $ (168,177) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Emission Fee Reimbursement on Capital Increase | $ (56,240) | (40,078) | (40,078) | $ (16,162) | ||||||||||||||||||||||||||||||||||
Noncontrolling interests recognized on historical net assets of MoonLake AG in connection with the Business Combination | 8,346,506 | $ (23,939) | $ (12,730) | $ 797 | (14,551,870) | 22,966,652 | (32,404) | (8,346,506) | ||||||||||||||||||||||||||||||
Conversion and transfer of shares between classes (in shares) | 22,880,908 | 12,161,331 | 18,501,284 | 2,051,961 | 15,775,472 | 2,051,961 | 765,483 | |||||||||||||||||||||||||||||||
Conversion and transfer of shares between classes | $ 1,578 | $ 1,578 | $ 3,536,045 | $ (48,527) | $ (25,807) | $ 1,850 | $ 205 | $ 1,578 | $ (205) | $ 1,614 | $ 70,870 | $ 3,520,306 | $ 15,739 | $ (3,536,045) | ||||||||||||||||||||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | 18,424,355 | ||||||||||||||||||||||||||||||||||||
Issuance of Class A Ordinary Shares upon Business Combination | $ 134,653,204 | 90,783,936 | $ 1,843 | 90,782,093 | 43,869,268 | |||||||||||||||||||||||||||||||||
Share-based compensation granted under the equity incentive plan ESPP, and reverse vesting of Restricted Founder Shares (in shares) | 1,177,354 | |||||||||||||||||||||||||||||||||||||
Share-based compensation granted under the equity incentive plan ESPP, and reverse vesting of Restricted Founder Shares | 9,658,568 | 7,352,777 | $ 3,791 | $ 7,348,986 | 2,305,791 | |||||||||||||||||||||||||||||||||
Net loss | (64,506,051) | (49,973,249) | $ (49,973,249) | (14,532,802) | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | 660,646 | $ 535,788 | $ 535,788 | $ 124,858 | ||||||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 38,977,600 | 13,723,511 | 38,977,600 | 13,723,511 | ||||||||||||||||||||||||||||||||||
Held in Treasury, ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||||||||||||
Equity, end balance at Dec. 31, 2022 | $ 68,766,698 | $ 3,898 | $ 1,373 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Share-based compensation expense through transfer of existing Common shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred shares (in shares) | 36,925,639 | |||||||||||||||||||||||||||||||||||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 11,700,000 | 15,775,472 | ||||||||||||||||||||||||||||||||||||
Conversion and transfer of shares between classes (in shares) | 15,775,472 | |||||||||||||||||||||||||||||||||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,501,284 | |||||||||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Apr. 05, 2022 | 52,701,111 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (Parenthetical) | 10 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Statement of Stockholders' Equity [Abstract] | |
Share-based compensation expense through transfer of existing Common shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred shares (in shares) | 3,330,231 |
Conversion and transfer of shares between classes (in shares) | 19,207,697 |
Issuance costs | $ | $ 279,364 |
Repurchase of Common Shares following the resignation of a co-founder (in shares) | 1,942,837 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flow from operating activities | ||
Net loss | $ (53,643,615) | $ (64,506,051) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,971 | 12,358 |
Share-based payment | 9,052,909 | 9,654,778 |
Share-based compensation for the in-licensing agreement | 4,851,000 | 0 |
Net periodic pension benefit cost for the qualified pension plan | 71,685 | 304,031 |
Other non-cash items | 3,635 | 68,454 |
Changes in operating assets and liabilities: | ||
Other receivables | (148,774) | (68,355) |
Prepaid expenses | (1,449,096) | (2,730,373) |
Trade and other payables | 1,569,290 | (1,314,318) |
Accrued expenses and other current liabilities | 4,512,801 | 2,685,576 |
Net cash flow used in operating activities | (35,175,194) | (55,893,900) |
Cash flow from investing activities | ||
Purchase of short-term marketable debt securities | 0 | (42,226,021) |
Proceeds from maturities of short-term marketable debt securities | 0 | 9,901,437 |
Purchase of property and equipment | (50,710) | (16,009) |
Net cash flow used in investing activities | (50,710) | (32,340,593) |
Cash flow from financing activities | ||
Issuance of Common Shares at incorporation | 106,507 | 0 |
Issuance of Series A Preferred Shares, net | 28,159,181 | 0 |
Proceeds from Business Combination | 0 | 134,646,009 |
Contribution for par value of Class V Shares | 0 | 42,935 |
Proceeds from short-term loans | 15,000,000 | 0 |
Repayment of loan liability | 0 | (15,000,000) |
Repurchase of treasury shares | (6,202) | 0 |
Grants of additional shares under ESPP | 3,390 | 3,791 |
Net cash flow provided by financing activities | 43,262,876 | 119,692,735 |
Effect of movements in exchange rates on cash held | 1,873 | 8,540 |
Net change in cash and cash equivalents | 8,038,845 | 31,466,782 |
Cash and cash equivalents, beginning of period | 0 | 8,038,845 |
Cash and cash equivalents, end of period | 8,038,845 | 39,505,627 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for income taxes | 0 | 4,312 |
Non-cash operating lease assets obtained in exchange for lease obligations | $ 0 | $ 435,005 |
Overview of the Company
Overview of the Company | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Company | Overview of the Company Corporate Information MoonLake Immunotherapeutics is a clinical-stage biotechnology company engaged in leveraging Nanobody® technology to develop next-level medicines for immunologic diseases, including inflammatory skin and joint diseases. MoonLake Immunotherapeutics focuses on developing its novel tri-specific Nanobody® Sonelokimab (“ SLK ”), an IL-17A and IL-17F inhibitor, in multiple inflammatory diseases in dermatology and rheumatology where the pathophysiology is known to be driven by IL-17A and IL-17F. |
Business Combination Agreement
Business Combination Agreement with Helix and Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Business Combination Agreement with Helix and Recapitalization | Business Combination Agreement with Helix and Recapitalization On April 5, 2022 (the “ Closing Date ”), MoonLake Immunotherapeutics, a Cayman Islands exempted company (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “ Helix ” and after the Closing Date, “ MoonLake ” or the “ Company ”) consummated the previously announced business combination (the “ Closing ”) pursuant to that certain Business Combination Agreement dated October 4, 2021 (the “ Business Combination Agreemen t”), by and among Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536 (“ MoonLake AG ”), the existing equity holders of MoonLake AG set forth on the signature pages to the Business Combination Agreement and the equityholders of MoonLake AG that executed joinders to the Business Combination Agreement (collectively, the “ ML Parties ”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “ Sponsor ”), and the representative of the ML Parties (such transactions contemplated by the Business Combination Agreement collectively, the “ Business Combination ”). Net proceeds from the Business Combination totaled $134.7 million, which included funds held in Helix’s trust account and the completion of a concurrent PIPE investment. Pursuant to the Business Combination Agreement, approved by the boards of directors of each of MoonLake AG and Helix, (i) the Company changed its name from Helix Acquisition Corp. to MoonLake Immunotherapeutics, and (ii) MoonLake AG merged with and into MoonLake, with MoonLake AG as the surviving company in the Business Combination and, after giving effect to such Business Combination, MoonLake AG as a subsidiary of MoonLake. The Business Combination Agreement provided for, among other things, the following transactions: i. Two business days prior to the Closing Date, the ML Parties and MoonLake AG effectuated a restructuring of MoonLake AG’s share capital to, among other things, (x) convert the Series A preferred shares of MoonLake AG, par value of CHF 0.10 per share, into an equal number of MoonLake AG Common Shares such that the ML Parties held a single class of capital share of MoonLake AG immediately prior to the Closing and (y) approve a capital increase for the issuance of 4,006,736 Class V Voting Shares of MoonLake AG, par value CHF 0.01 per share, to Helix, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake AG Common Share (the “ Restructuring ”). ii. At the Closing, 2,875,000 Class B ordinary shares of Helix, par value $0.0001 per share (the “ Class B Ordinary Shares ”), constituting all of the then-outstanding Class B Ordinary Shares, were automatically converted into Class A Ordinary Shares on a one-for-one basis. iii. At the Closing, Helix amended and restated its existing memorandum and articles of association to, among other things, establish a share structure consisting of the Class A Ordinary Shares, which carry economic and voting rights, and Class C Ordinary Shares, which carry voting rights but no economic rights. iv. On the Closing Date, Helix paid all unpaid transaction expenses and contributed $134.7 million to MoonLake AG, including $15.0 million loan repayment pursuant to a convertible loan agreement dated March 20, 2022, by and between MoonLake AG and Cormorant Asset Management LP (“ Cormorant ”), and assigned by Cormorant to Helix on March 31, 2022. v. On the Closing Date, following the Restructuring, Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (collectively, the “ BVF Shareholders ”) assigned all of their MoonLake AG Common Shares to Helix and Helix issued to the BVF Shareholders 18,501,284 Class A Ordinary Shares. vi. On the Closing Date, following the Restructuring, Helix issued 15,775,472 Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders). Please refer to Note 12 — Shareholders’ Equity (Deficit) for additional details on the exchange mechanism adopted. Additionally, on the Closing Date, Helix issued to the PIPE Investors (as defined below in the section entitled “ PIPE Financing ”) an aggregate of 11,700,000 Class A Ordinary Shares. As of the open of trading on April 6, 2022, the Class A Ordinary Shares, formerly those of Helix, began trading on The Nasdaq Capital Market (“ Nasdaq ”) under the trading symbol “MLTX”. PIPE Financing On October 4, 2021, concurrently with the execution of the Business Combination Agreement, and subsequently on March 31, 2022 and April 4, 2022, Helix entered into subscription agreements with certain investors (collectively, the “ PIPE Investors ”, which includes affiliates of the Sponsor and certain existing equityholders of MoonLake AG) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,700,000 Class A Ordinary Shares, 11,600,000 shares of which were issued at a price of $10.00 per share for gross proceeds of $116.0 million and 100,000 shares of which were issued to placement agents of the PIPE in satisfaction of an aggregate of $1.0 million of fees owed by Helix to such placement agents. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination: in thousands Investments held in Trust Account $ 115,051 Less cash to cover redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date (80,842) Plus PIPE investment 116,000 Less Helix transaction expense (15,520) of which accrued expenses (5,798) of which deferred IPO underwriting fee (4,025) of which other transaction expenses (5,697) Available Closing Date Cash $ 134,689 Summary of Ordinary Shares Issued The following table summarizes the number of Ordinary Shares outstanding immediately following the consummation of the Business Combination: Helix Acquisition Corp. Ordinary Shares prior to the Business Combination 14,805,000 Of which Class A Ordinary Shares (Helix management - IPO private placement shares) 430,000 Of which Class A Ordinary Shares redeemable 11,500,000 Of which Class B Ordinary Shares (Helix management - sponsor promote) 2,875,000 Less redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date (8,080,645) Plus issuance of Helix Class A Ordinary Shares to PIPE Investors 11,700,000 Plus issuance of Helix Class A Ordinary Shares to BVF Shareholders 18,501,284 Total MoonLake Class A Ordinary Shares Outstanding at Closing 36,925,639 Plus issuance of Helix Class C Ordinary Shares to ML Parties (other than the BVF Shareholders) 15,775,472 Total MoonLake Class A and Class C Ordinary Shares Outstanding at Closing 52,701,111 Further information about the Business Combination can be found on Form S-1/A filed with the SEC on July 26, 2022, declared effective on August 2, 2022 and to the exhibits included therein, available at www.sec.gov. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include those of the Company and its subsidiaries, MoonLake AG and MoonLake Immunotherapeutics Ltd., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ ASC ”) and Accounting Standards Updates (“ ASU ”) of the Financial Accounting Standards Board (“ FASB ”). Pursuant to ASC 805, for financial accounting and reporting purposes, MoonLake AG was deemed the accounting acquirer and Helix was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of MoonLake AG issuing shares for the net assets of Helix, accompanied by a recapitalization. The net assets of Helix were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with MoonLake AG’s financial statements on the Closing Date. In accordance with the Business Combination Agreement, the ML Parties received 33.638698 Ordinary Shares in the Company for every MoonLake AG Common Share or Series A Preferred Share (the “ Exchange Ratio ”). The BVF Shareholders received 18,501,284 Class A Ordinary Shares whereas the rest of the ML Parties (excluding the BVF Shareholders) received 15,775,472 Class C Ordinary Shares which can be converted into Class A Ordinary Shares at the discretion of the shareholder (refer to Note 12 — Shareholders’ Equity (Deficit) for further details on the classes of ordinary shares). The number of shares, and the number of shares within the net income (loss) per share held by the ML Parties in MoonLake AG prior to the Business Combination have been adjusted by the Exchange Ratio to reflect the equivalent number of ordinary shares in the Company (identified as “ the equivalent of ” throughout these consolidated financial statements). Certain MoonLake AG shareholders (ML Parties other than the BVF Shareholders), did not exchange their shares in MoonLake AG for Class A Ordinary Shares in the Company and therefore continued to hold an economic interest in MoonLake AG and Class C Ordinary Shares in the Company. The Company recognized a noncontrolling interest equal to the ML Parties’ (other than the BVF Shareholders) proportionate interest in the net assets of MoonLake AG. All amounts are presented in U.S. Dollar (“ $ ”), unless otherwise indicated. The term “ Swiss franc ” and “ CHF ” refer to the legal currency of Switzerland, and “ € ” refers to Euros. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses. The significant judgments, estimates and assumptions relevant to the Company relate to: • determining whether the in-process research and development expenditure (“ IPR&D ”) has an alternative future use; • estimating the fair value of the portion of the aggregate purchase price relating to its own shares in connection with the acquisition of the in-license agreement; • determining assumptions used in determining the fair value of share-based compensation; • estimating the recoverability of the deferred tax asset; and • estimating the amount of accruals in connection with the completion of clinical trial milestones. The Company bases its judgments and estimates on various factors and information, which may include, but are not limited to, the Company’s forecasts and future plans, current economic conditions and observable market-based transactions of its own shares, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operation may be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2022, the Company considers $19.9 million of short-term marketable debt securities in the form of eurocommercial papers to be cash equivalents. As of December 31, 2021, the Company did not have any cash equivalents. Marketable securities and short-term investments The Company invests in short-term marketable securities in the form of debt securities. At the time of purchase, the Company assesses whether such debt security should be classified as held-to-maturity or available-for-sale debt securities. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity debt securities are carried at amortized cost, adjusted for accretion of discounts or amortization of premiums to maturity computed under the effective interest method. Such accretion or amortization is included in “Interest and dividend income” Marketable debt securities not classified as held-to-maturity are classified as available-for-sale and reported at fair value. Net unrealized gains and losses on available-for-sale debt securities are excluded from the determination of earnings and are instead recognized in the “Accumulated other comprehensive income (loss)” component of shareholder’ equity (deficit) until realized. Realized gains and losses on available-for-sale debt securities are computed based upon the historical cost of these securities, using the specific identification method. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and the cost of securities sold is determined using the specific-identification method. Marketable debt securities are classified as either “Cash and cash equivalents” or “Short‑term marketable debt securities” according to their original maturity at the time of acquisition. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a large financial institution which, at times, may exceed the CHF 100,000 deposit protection limit. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. Further, the Company's investment strategy for cash (in excess of current business requirements) is set to invest in short-term securities. Management actively monitors credit risk in the investment portfolio. Credit risk exposures are controlled in accordance with policies approved by the board of directors to identify, measure, monitor and control credit risks. Fair Value Measurements The Company follows the guidance included in ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs to fair value measurements: • Level 1, meaning the use of quoted prices for identical instruments in active markets; • Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and • Level 3, meaning the use of unobservable inputs. Observable market data is used when available. Transfers between Levels 1, 2 or 3 within the fair value hierarchy are recognized at the end of the reporting period when the respective transaction occurred. Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a stand-alone basis for the purposes of allocating resources, and assessing financial performance. Property and Equipment Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of three Research and Development Contract Costs and Accruals Research and development expenses include employee payroll, consulting, contract research and contract manufacturing costs attributable to research and development activities and are expensed as incurred. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development expenses in the period in which it is probable that a liability has been incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Share-Based Transaction Goods or services received in a share-based payment transaction are measured using a fair value-based measure. Stock-Based Compensation The Company recognizes compensation expense based on estimated fair values for all stock-based payment awards made to eligible employees, members of the board of directors and independent contractors that are expected to vest. The valuation of stock option awards is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the Company to make assumptions and judgements about the inputs used in the calculations, such as the fair value of the common stock, expected term, expected volatility of the Company’s common stock, risk-free interest rate and expected dividend yield. The valuation of restricted stock awards is measured by the fair value of the Company’s common stock on the date of the grant. For all stock options granted, the Company calculated the expected term as the period that share-based awards are expected to be outstanding. The estimate of expected volatility is based on comparative companies’ volatility within the Company's industry. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The fair value of the common stock granted under the ESPP has historically been estimated by management with reference to the market-based transaction with the other Series A Preferred Shares Investors, as there was no public market for the common stock. Share-based payment arrangements are accounted for under the fair value method. Total compensation is measured at grant date, based on the fair value of the award at that date, and recorded in earnings over the period the employees are required to render service. The Company recognizes compensation cost only for those awards expected to meet the service conditions on a straight-line basis over the requisite service period of the award. Foreign Currency The functional currency of the Company and its subsidiaries is the U.S. dollar. Balances and transactions denominated in foreign currencies are converted as follows: monetary assets and liabilities are translated using exchange rates in effect at the balance sheet dates and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at the daily exchange rate on the respective accounting date. Gains or losses from foreign currency translation are included in the consolidated statement of operations. The Company recognized foreign currency transaction gain of $325,317 for the year ended December 31, 2022 (“the period ended December 31, 2022”) and a foreign currency transaction loss of $59,660 for the period ended December 31, 2021. Income Taxes The Company accounts for income taxes by using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that all or a portion of the Company's deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Net Loss per Class A Ordinary Shares Basic net loss per Class A Ordinary Share is calculated using the two-class method under which earnings are allocated to both Class A Ordinary Shares and participating securities. Basic net loss per share is calculated by dividing the net loss attributable to Class A Ordinary Shares by the weighted-average number of Class A Ordinary Shares outstanding for the period. The diluted net loss per Class A Ordinary Share is computed by dividing the net loss using the weighted-average number of Class A Ordinary Shares and, if dilutive, potential Class A Ordinary Shares outstanding during the period. In periods in which the Company reports a net loss attributable to shareholders of Class A Ordinary Shares, diluted net loss per share attributable to shareholders of Class A Ordinary Shares is the same as basic net loss per share attributable to shareholders of Class A Ordinary Shares, since dilutive Class A Ordinary Shares are not assumed to be outstanding if their effect is anti-dilutive. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first assessing whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The Company acquired the Sonelokimab program (the “ SLK Program ”) during the period ended December 31, 2021 and determined that substantially all of the fair value of the gross assets acquired related to IPR&D of SLK. Therefore, this transaction was accounted for as an asset acquisition. IPR&D represents incomplete technologies that the Company acquires, which at the time of acquisition, are still under development and have no alternative future use. The fair value of such technologies is expensed upon acquisition. A technology is considered to have an alternative future use if it is probable that the Company will use the asset in its current, incomplete state as it existed at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. If a technology is determined to have an alternative future use, then the fair value of the program would be recorded as an asset on the balance sheet rather than expensed. Contingent consideration payments (for example milestone payments due upon the occurrence of a specific event) in asset acquisitions are recognized in the period in which it is probable that a liability has been incurred (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the cost in the asset acquired). Upon recognition of the contingent consideration payment, the amount is expensed if it relates to IPR&D or capitalized if it relates to a developed product which is generally considered to be when clinical trials have been completed and regulatory approval obtained. Future royalty payments due on net sales will be recognized in cost of goods sold when net sales are recognized. Pension Accounting The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation – Retirement Benefits, which requires the recognition of the funded status of pension plans in the Company’s consolidated balance sheet. The liability in respect to defined benefit pension plans is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method. The projected benefit obligation as of December 31, 2022 represents the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date. Service costs for such pension plans, represented in the net periodic benefit cost, are included in the personnel expenses of the various functions where the employees are engaged. The other components of net benefit cost are included in the consolidated statement of operations separately from the service cost component, in “ other income (expenses), net Gains or losses arising from plan curtailments or settlements are accounted for at the time they occur. Any net pension asset is limited to the present value of the future economic benefits available to the Company in the form of refunds from the plan or expected reductions in future contributions to the plan. Actuarial gains and losses arising from differences between the actual and the expected return on plan assets are recognized in accumulated other comprehensive income (loss). Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ ASU 2016-02 ”) . The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842) : Targeted Improvements, which allows entities to elect a modified retrospective transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. The Company determines if an arrangement is or contains a lease at contract inception. For these arrangements, it is evaluated if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. MoonLake does not have any finance leases. The Company only has one operating lease related to the office space located in Dorfstrasse 29, 6300, Zug, Switzerland. The operating lease is recognized over a straight-line basis over the lease term commencing on the date the Company has the right to use the leased property. Right-of-Use (“ RoU ”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in the leases is not readily determinable, the Company uses the incremental borrowing rate as the discount rate, which approximates the interest rate at which the Company could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Leases with an initial term of 12 months or less and that do not have the option to purchase the underlying asset are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term commencing on the date the Company has the right to use the leased property. Recently Issued Accounting Pronouncements not yet Adopted The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”). As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. Recently issued accounting pronouncements not yet adopted, that the Company plans to adopt, are not expected to have a material impact on the Company’s consolidated financial position, operating results, cash flows, or disclosures. |
Risks and Liquidity
Risks and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Risks and Liquidity | Risks and Liquidity Going Concern, Liquidity and Capital Resources The Company incurred a loss of $64.5 million for the year ended December 31, 2022. As of December 31, 2022, the Company’s current assets exceeded its current liabilities by $68.8 million. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s short-term marketable debt securities by level within the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Eurocommercial papers (1) $ — $ 42,552,608 $ — $ 42,552,608 Certificates of deposit — 9,937,899 — 9,937,899 Total $ — $ 52,490,507 $ — $ 52,490,507 _________________ (1) Eurocommercial papers in the amount of $19.9 million are classified as cash and cash equivalents. There were no Eurocommercial Papers, Certificates of Deposit or other assets measured at fair value as at December 31, 2021. Cash, accounts payable and accrued liabilities approximate their fair values as of December 31, 2022 and December 31, 2021, due to their short-term nature. Pension plan assets fair value is determined based on Level 2 inputs. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The fair value and amortized cost of investments in short-term marketable debt securities by major security type as of December 31, 2022 are as follows: Amortized cost Gross unrealized gains Gross unrealized losses Fair value Eurocommercial Papers $ 42,265,129 $ 287,479 $ — $ 42,552,608 Certificates of Deposit 9,834,625 103,274 — 9,937,899 Total $ 52,099,754 $ 390,753 $ — $ 52,490,507 Of which classified within cash and cash equivalents 19,775,171 106,228 — 19,881,399 Of which classified within short-term marketable debt securities 32,324,583 284,525 — 32,609,108 The following table presents the changes in fair values of the Company’s short-term marketable debt securities, classified as Level 2 financial assets (in thousands): Beginning balance, January 1, 2022 $ — Other comprehensive income before reclassifications 706,586 Amounts reclassified from accumulated other comprehensive income (315,833) Ending balance, December 31, 2022 $ 390,753 As of December 31, 2022, the Company’s marketable debt securities are all due within one year. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Prepaid Expenses December 31, 2022 December 31, 2021 Non-clinical research and clinical development services $ 2,443,863 $ 547,586 Insurances 1,416,597 23,141 Other consulting and advisory services 105,651 31,930 Other prepayments 213,357 846,439 Total $ 4,179,468 $ 1,449,096 Prepaid expenses as of December 31, 2022 primarily relate to services expected to be received within the next 12 months. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Trade and Other Payables December 31, 2022 December 31, 2021 Supply and manufacturing fees payable $ 65,979 $ 183,298 Other consulting and advisory services 51,658 71,938 Legal and intellectual property (“IP”) advisory fees payable 40,532 1,233,070 Research and development services 31,687 50,088 Other payables 65,116 30,896 Total $ 254,972 $ 1,569,290 December 31, 2022 December 31, 2021 Research and development services and license fees $ 5,803,432 $ 2,055,687 Bonuses and related employees compensation expenses 1,109,734 1,419,137 Consultant and other fees 218,021 49,211 Tax liabilities 109,826 63,922 Legal fees 15,832 930,354 Total $ 7,256,845 $ 4,518,311 Research and development expenses for the year ended December 31, 2022, primarily relate to the accrual of milestone payments in connection with Phase 2 clinical trials in the amount of $4.7 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Trade and Other Payables December 31, 2022 December 31, 2021 Supply and manufacturing fees payable $ 65,979 $ 183,298 Other consulting and advisory services 51,658 71,938 Legal and intellectual property (“IP”) advisory fees payable 40,532 1,233,070 Research and development services 31,687 50,088 Other payables 65,116 30,896 Total $ 254,972 $ 1,569,290 December 31, 2022 December 31, 2021 Research and development services and license fees $ 5,803,432 $ 2,055,687 Bonuses and related employees compensation expenses 1,109,734 1,419,137 Consultant and other fees 218,021 49,211 Tax liabilities 109,826 63,922 Legal fees 15,832 930,354 Total $ 7,256,845 $ 4,518,311 Research and development expenses for the year ended December 31, 2022, primarily relate to the accrual of milestone payments in connection with Phase 2 clinical trials in the amount of $4.7 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases In August 2021, the Company entered into an open-ended office lease agreement to lease approximately 2,300 square feet of space on the last two floors of the building located at Dorfstrasse 29, 6300, Zug Switzerland (the “ Office Lease ”) which was effective November 1, 2021. The management estimated the effective duration of the lease at inception and determined a period of 3 years, with expected expiration in November 2024. Payments under the Company’s lease agreement are fixed. The annual discount rate applied is 0.8%. The future minimum annual lease payments under these operating leases as of December 31, 2022 are as follows: Year ending December 31, Amount 2023 $ 155,300 2024 129,417 2025 — 2026 — 2027 — Thereafter — Total lease payments 284,717 Less imputed interest (2,137) Total lease liability 282,580 Less current portion of lease liability (153,629) Long-term portion operating lease liability $ 128,951 The current portion of the Company’s operating lease liability of $0.2 million as of December 31, 2022 is included in short-term portion of operating lease liabilities on the consolidated balance sheet. The Company recorded lease expense related to its operating lease right-of-use asset of $155,552 and $25,860 for the period ended December 31, 2022 and December 31, 2021, respectively. As a result of adopting ASC 842 in 2022, the Company recorded lease right-of-use, (ROU) asset and lease liabilities of $435,005 as of January 1, 2022. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee Benefit Plans The Company operates a defined benefit pension plan in Switzerland (“ the Plan ”) and a defined contribution pension plan in the United Kingdom, in accordance with local regulations and practices. As of December 31, 2022 the Plan covers the Company’s employees in Switzerland with benefits in the event of death, disability, retirement, or termination of employment. A summary of the changes in projected benefit obligations (“ PBO ”) and plan assets is presented below: December 31, 2022 December 31, 2021 Beginning PBO $ 1,322,874 $ — Service cost 451,075 143,467 Interest cost 5,056 — Contributions by plan participants 138,243 64,954 Actuarial (gain) / losses (374,317) 174,012 Transfers (in) / out (204,695) 931,257 Foreign currency exchange rates changes (16,267) 9,184 Ending PBO $ 1,321,969 $ 1,322,874 December 31, 2022 December 31, 2021 Beginning fair value of plan assets $ 1,083,014 $ — Actual return on plan assets 15,522 5,835 Return on plan assets above expected return (115,877) — Contributions by the employer 138,243 73,448 Contributions by plan participants 138,243 64,954 Transfers (in) / out (204,695) 931,257 Foreign currency exchange rates changes (14,687) 7,520 Ending fair value of plan assets $ 1,039,763 $ 1,083,014 Amounts recorded on the consolidated balance sheet: December 31, 2022 December 31, 2021 Fair value of plan assets $ 1,039,763 $ 1,083,014 Present value of projected benefit obligation (1,321,969) (1,322,874) Funded status $ (282,206) $ (239,860) Amounts recorded in accumulated other comprehensive (income) / loss: December 31, 2022 December 31, 2021 Actuarial (gain) / loss - beginning of period $ 168,177 $ — Actuarial (gain) / loss of current year / period (268,076) 168,177 Amortization (1,817) — Total $ (101,716) $ 168,177 The assumptions used to calculate the ASC 715 liabilities are summarized in the table below: December 31, 2022 December 31, 2021 Discount rate 2.20 % p.a. 0.40 % p.a. Expected return on plan assets 3.80 % p.a. 1.50 % p.a. Inflation 1.80 % p.a. 1.10 % p.a. Long-term expected rate of salary increase 2.30 % p.a. 1.60 % p.a. Service cost of $451,075 was recognized in the net periodic benefit cost for the year ended December 31, 2022. The allocation of plan assets is presented below: December 31, 2022 December 31, 2021 Equities 34.11 % 35.13 % Bonds 28.89 % 30.89 % Mortgages 3.86 % 3.83 % Liquidity 2.41 % 2.90 % Real estate 27.17 % 24.37 % Alternative investments 3.40 % 2.88 % Infrastructure 0.16 % — % The fair value of plan assets is determined based on Level 2 inputs. As all members of the Plan are active, no future expected benefit payments are currently in payment and foreseen to occur within the next ten years. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity (Deficit) | Shareholders’ Equity (Deficit) As a result of the Business Combination, the Company has retroactively restated the share numbers prior to April 5, 2022 to give effect to the Exchange Ratio. Series A Preferred Shares (1) Common Shares (1) Common Shares Held In Treasury (2) Class A Ordinary Shares (3) Class C Ordinary Shares (3) Total Number of Shares Authorized Issued Authorized Issued Issued Authorized Issued Authorized Issued Authorized Issued and Outstanding Balance - January 1, 2022 22,880,908 22,880,908 13,119,092 12,161,331 (1,942,837) — — — — 36,000,000 33,099,402 Share-based payment under the equity incentive plan ESPP — — — — 1,177,354 — — — — 1,177,354 Issuance of Class A Ordinary Shares upon Business Combination — — — — — 500,000,000 18,424,355 100,000,000 — 600,000,000 18,424,355 Conversion of MoonLake AG shares into Class A Ordinary Shares and Class C Ordinary Shares following the Business Combination (22,880,908) (22,880,908) (13,119,092) (12,161,331) 765,483 — 18,501,284 — 15,775,472 (36,000,000) — Conversion of Class C Ordinary Shares into Class A Ordinary Shares — — — — — — 2,051,961 — (2,051,961) — — Balance - December 31, 2022 — — — — — 500,000,000 38,977,600 100,000,000 13,723,511 600,000,000 52,701,111 _________________ (1) Fully paid-in registered shares with a par value of CHF 0.10 (2) Registered shares with a par value of CHF 0.10 held in treasury (3) Fully paid-in registered shares with a par value of $0.0001 As of December 31, 2022, the Company had the following classes of shares: Class A Ordinary Shares On April 6, 2022, the Company's Class A Ordinary Shares began trading on Nasdaq under the symbol “ MLTX ”. As of December 31, 2022, there were 38,977,600 Class A Ordinary Shares issued or outstanding. The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, par value $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share. Class C Ordinary Shares On the Closing Date, the Company issued 15,775,472 Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders) in an amount equivalent to the ML Parties' (other than the BVF Shareholders) 468,968 MoonLake AG Common Shares multiplied by the Exchange Ratio. As of December 31, 2022, there were 13,723,511 Class C Ordinary Shares issued and outstanding. The Company is authorized to issue up to 100,000,000 Class C Ordinary Shares, with a par value $0.0001 per share. Each Class C Ordinary Share entitles the holders thereof to one vote per share, but carries no economic rights. At the Closing, MoonLake, MoonLake AG and each ML Party entered into a Restated and Amended Shareholders' Agreement (the “ A&R Shareholders' Agreement ”). With the intent to approximate the rights, obligations and restrictions that an ML Party would enjoy if it were a holder of Class A Ordinary Shares, the A&R Shareholders’ Agreement (i) imposes certain transfer and other restrictions on the ML Parties, (ii) provides for the waiver of certain statutory rights and (iii) establishes certain mechanics whereby MoonLake and each of the ML |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net Loss per Share As a result of the Business Combination, the Company has retroactively restated the weighted average number of outstanding prior to April 5, 2022 to give effect to the Exchange Ratio. The following table sets forth the loss per share calculations for the year ended December 31, 2022 compared to the period ended December 31, 2021: For the Year Ended December 31, 2022 For the Period from March 10, 2021 to December 31, 2021 Numerator Net loss attributable to controlling interests shareholders $ (49,973,249) $ (53,643,615) Denominator Total weighted average number of outstanding shares 29,361,353 7,840,707 Net loss per share – basic and diluted $ (1.70) $ (6.84) The weighted average number of shares used to calculate the net loss per share – basic for the year ended December 31, 2022 excludes 13,723,511 Class C Ordinary Shares as they do not carry economic rights. In the event that ML Parties (other than the BVF Shareholders) elected to convert their 407,968 MoonLake AG Common Shares into 13,723,511 Class A Ordinary Shares, the weighted average number of shares outstanding would have been 40,547,405 for the year ended December 31, 2022, resulting in a net loss per share of $(1.59). Upon conversion, 13,723,511 Class C Ordinary Shares would be forfeited and there would no longer be any noncontrolling interests. Upon conversion, the Company's number of Class A Ordinary Shares outstanding would be 52,701,111 as of March 20, 2023, the date the consolidated financial statements were issued. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation As of December 31, 2022 the Company had the following share-based compensation arrangements: a. Restricted Founder Shares (as defined below) – created in April 2021 by MoonLake AG; b. The Employee Share Participation Plan (“ ESPP ”) – created in July 2021 by MoonLake AG; c. The Employee Stock Option Plan (“ ESOP ”) – created in July 2021 by MoonLake AG; d. MoonLake Immunotherapeutics 2022 Equity Incentive Plan – created in April 2022 by MoonLake Immunotherapeutics. The purpose of the arrangements is to attract and retain the best available personnel and to provide participants with additional incentive to increase their efforts on behalf and in the best interest of the Company and its subsidiaries. As a result of the Business Combination, the Company has adjusted the share numbers related to the Restricted Founder Shares and Common Shares (under the ESPP and ESOP) prior to the Business Combination by the Exchange Ratio. The assumptions used in the valuation of the awards granted prior to Closing of the Business Combination have not been adjusted. The reference to “ Common Shares ” in this Note 14 refers to shares in MoonLake AG. MoonLake AG's compensation plans are settled with Common Shares, and with a number of Class C Ordinary Shares determined multiplying the Common Shares by the Exchange Ratio. The owners of Common Shares have the right to exchange their Common Shares for a number of Class A Ordinary Shares derived using the Exchange Ratio. In the event MoonLake AG shareholders elect to exchange their Common Shares, such MoonLake AG shareholder forfeits a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued (please see Note 12 — Shareholders’ Equity (Deficit) - Class C Ordinary Shares ). For the year ended December 31, 2022, the Company has recognized an increase in equity in the consolidated balance sheet, and share-based compensation expense in the consolidated statement of operations of $9.7 million. The share-based compensation expense was driven by the following share-based compensation plans and programs: Compensation Plan Year Ended December 31, 2022 For the Period from March 10, 2021 to December 31, 2021 MoonLake AG Restricted Founder Shares $ 4,840,608 $ 8,837,092 ESPP 3,910,076 148,835 ESOP 539,713 66,982 MoonLake Immunotherapeutics 2022 Equity Incentive Plan 364,381 — Total share-based compensation expense 1 $ 9,654,778 $ 9,052,909 Of which: included in R&D expense 954,379 72,183 Of which: included in G&A expense 8,700,399 8,980,726 _________________ (1) In order to acquire the in-licensing agreement, the Company transferred to Merck KGaA, Darmstadt, Germany on April 28, 2021: (i) a cash consideration of $25.0 million; and (ii) an equity consideration of 99,000 Common Shares (the equivalent of 3,330,231 Class C Ordinary Shares) for a total payment of $1. The fair value of the equity consideration of $4,851,000 was recorded as share-based portion for the in-licensing agreement for the IPR&D asset (“ In-licensing Agreement ”) and does not belong to any compensation plan. As of December 31, 2022, 22,756 treasury shares (the equivalent of 765,482 Class C Ordinary Shares) and 14,596 Common Shares (the equivalent of 490,990 Class C Ordinary Shares) issuable from the authorized conditional capital shares remain available for future grants under the ESPP and the ESOP by MoonLake AG. MoonLake AG - Restricted Founder Shares On April 28, 2021, the shareholders’ agreement between the co-founders, the Series A investors and MoonLake AG imposed a reverse vesting condition on 90% of the total 110,000 Common Shares (the equivalent of 3,700,257 Class C Ordinary Shares) held by each of the three co-founders. Therefore, 99,000 Common Shares (the equivalent of 3,330,231 Class C Ordinary Shares) held by each of the co-founders were subject to these restrictions and considered unvested (the “ Restricted Founder Shares ”). The Restricted Founder Shares vest on the 28th of each month at a rate of 4.166% over a period of two years until April 28, 2023. If, before the end of the vesting period, the contractual relationship of the relevant co-founders is terminated, MoonLake AG in first priority, or any third party designated by it, and the other shareholders in second priority pro rata to their shareholdings, shall have an option to purchase all or a pro rata portion of the leaver shares that are unvested on the day the termination becomes effective at nominal value of CHF 0.10 (equivalent of $0.0001) per share. The assumptions used in the valuation of the Restricted Founder Shares awarded are summarized below: Grant date 4/28/2021 Estimated fair value per share of Restricted Founder Shares on the grant date ($) (1) 49 Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders of MoonLake AG ($) (2) 336.39 Purchase price (CHF) 0.10 _________________ (1) MoonLake AG estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer to Note 9 of the audited consolidated financial statements for the period ended December 31, 2021). (2) MoonLake AG estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Restricted Founder Shares Program Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 9,990,694 Repurchase of Common Shares following the resignation of a co-founder (1,942,837) Awards vested for the period from March 10, 2021 to December 31, 2021 (3,607,548) Awards outstanding at January 1, 2022 4,440,309 Awards vested for the year ended December 31, 2022 (3,330,231) Awards outstanding at December 31, 2022 1,110,078 As of December 31, 2022, MoonLake AG had $1.6 million of total unrecognized compensation expense related to the Restricted Founder Shares that will be recognized by April 28, 2023 with a monthly compensation expense of $403,361. Employee Share Participation Plan (ESPP) 2021-2025 - MoonLake AG The ESPP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, the awards can be deemed forfeited by MoonLake AG if certain conditions are met. Awards feature an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where the grants will be deemed fully vested on the earlier of (i) 12 months (or such shorter period determined by the board of directors) after the occurrence of a “change of control” or (ii) the date after the occurrence of the change of control on which a termination notice is served to the participant by MoonLake AG (other than a bad leaver termination, described below) or by the participant for good cause (as defined under Swiss law or any other applicable foreign law). For awards made after September 30, 2021, the Closing of the Business Combination between MoonLake AG and Helix does not qualify as a Change of Control. The assumptions used in the valuation of the grants awarded under the ESPP for the period from March 10, 2021 to December 31, 2021, and for the year ended December 31, 2022 are summarized below: Assumptions for the awards issued for the period from March 10, 2021 to December 31, 2021 Grant date 7/27/2021 & 9/9/2021 Estimated fair value per share of Common Shares on the grant date ($) (1) 49 Purchase price (CHF) 0.10 _________________ (1) The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the financial statements for the Period from March 10, 2021 to December 31, 2021) Grant date 10/25/21 Estimated fair value per share of Common Shares on the grant date ($) (2) 336.39 Purchase price (CHF) 0.10 _________________ (2) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Assumptions for the awards issued during the year ended December 31, 2022 Grant date 01/18/2022 Estimated fair value per share of Common Shares on the grant date ($) (1) 336.39 Purchase price (CHF) 0.10 _________________ (1) MoonLake AG estimated the fair value of the Common Shares by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Program ESPP Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 1,060,561 Awards outstanding at January 1, 2022 1,060,561 Awards granted for the three months ended March 31, 2022 1,177,354 Awards outstanding at March 31, 2022 2,237,915 Awards granted for the three months ended June 30, 2022 — Awards granted for the year ended December 31, 2022 1,177,354 Awards outstanding at December 31, 2022 2,237,915 Awards vested at December 31, 2022 307,794 As of December 31, 2022, MoonLake AG had $9.5 million of total unrecognized compensation expense related to the ESPP that will be recognized over the weighted average period of 1.77 years. Employee Stock Option Plan (ESOP) 2021-2025 - MoonLake AG The ESOP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, options can be deemed forfeited by MoonLake AG if certain conditions are met. Awards feature an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where the grants will be deemed fully vested on the earlier of (i) 12 months (or such shorter period determined by the board of directors) after the occurrence of a “change of control” or (ii) the date after the occurrence of the change of control on which a termination notice is served to the participant by MoonLake AG (other than a bad leaver termination, described below) or by the participant for good cause (as defined under Swiss law or any other applicable foreign law). For awards made after September 30, 2021, the Closing of the Business Combination between MoonLake AG and Helix does not qualify as a Change of Control. Assumptions for the awards issued for the period from March 10, 2021 to December 31, 2021 Grant date 9/9/2021 Estimated fair value of the option on the grant date using Black-Scholes model (USD) (1) 32.93 Exercise price (CHF) 43.80 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 75 % Risk-free interest rate (4) 1 % Expected dividend rate — Grant date 10/25/2021 Estimated fair value of the option on the grant date using Black-Scholes model (USD) (5) 336.30 Exercise price (CHF) 0.10 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 75 % Risk-free interest rate (4) 1 % Expected dividend rate — _________________ (1) The Company assumed a fair value per Common Share of USD 49 when estimating the fair value of the option. The fair value per Common Share was determined with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the financial statements for the Period from March 30, 2021 to December 31, 2021). (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. (5) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196) Weighted average assumptions for the awards issued during the year ended December 31, 2022 Grant dates 5/1/2022, 6/22/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) (1) 172.57 Exercise price (CHF) 27.25 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 0.75 Risk-free interest rate (4) 3 % Expected dividend rate 0 _________________ (1) MoonLake AG estimated the fair value of the Common Shares multiplying the MoonLake Immunotherapeutics closing date trading share price on the grant date by the Exchange Ratio. (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Grants awarded Program ESOP Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 224,033 Awards outstanding at January 1, 2022 224,033 Awards granted for the year ended December 31, 2022 242,736 Awards outstanding at December 31, 2022 466,769 Awards exercisable at December 31, 2022 55,941 As of December 31, 2022, MoonLake AG had $1.8 million of total unrecognized compensation expense related to the ESOP that will be recognized over the weighted average period of 2.64 years. MoonLake Immunotherapeutics 2022 Equity Incentive Plan On April 5, 2022 (the “ Effective Date ”) the Company created the “MoonLake Immunotherapeutics 2022 Equity Incentive Plan” (the “ Equity Incentive Plan ”) to promote and closely align the interests of employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its shareholders by providing share-based compensation and other performance-based compensation. The Equity Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units, restricted stock and other share-based awards and for incentive bonuses, which may be paid in cash, Common Shares or a combination thereof, as determined by the compensation committee of the board of directors or such other committee as designated by the board of directors to administer the Equity Incentive Plan. The Equity Incentive Plan shall remain available for the grant of awards until the 10th anniversary of the Effective Date. On April 6, 2022, the Company granted 180,000 options under the Equity Incentive Plan, each option representing the right to acquire one Class A Ordinary Share, par value $0.0001 per share, of MoonLake. The options will vest one-third on each April 6, 2023, April 6, 2024 and April 6, 2025. During the year ended December 31, 2022, no other grants were awarded under the Equity Incentive Plan. Grant date 4/6/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) 8.25 Exercise price ($) 12.25 Expected term of the award on the grant date (years) 6 Expected volatility of the share price 75 % Risk-free interest rate 3 % Expected dividend rate - Grants awarded MoonLake Immunotherapeutics 2022 Equity Incentive Plan Program Awards outstanding at January 1, 2022 — Awards granted for the year ended December 31, 2022 180,000 Awards outstanding at December 31, 2022 180,000 Awards exercisable at December 31, 2022 — |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The Company's effective tax rate (“ ETR ”) was 0.1% and 0.1% for the year ended December 31, 2022, and for the period ended December 31, 2021, respectively. The Company is not aware of any items that would cause the quarterly or period-to-date ETR to be significantly different from the Company's annual ETR. The difference between the income tax provision that would be derived by applying the statutory rate to the Company's loss before income taxes and the income tax provision recorded was primarily attributable to the change in the valuation allowance. The Company continues to incur losses for the Cayman Island and Swiss entity and its ability to utilize the deferred tax asset related to the tax losses is not considered more likely than not. The Company is subject to taxation in the Canton of Zug, Switzerland. For the years ended December 31, 2022 and 2021, the Company did not incur any significant income tax expense or benefit as the Company incurred tax losses and provided a full valuation allowance. The components of income or loss before income tax were as follows: Year Ended December 31, 2022 For the period from March 10, 2021 (Inception) to December 31, 2021 Switzerland $ (62,115,251) $ (53,663,726) Foreign (2,354,434) 24,866 Total $ (64,469,685) $ (53,638,860) The provision for income taxes differs from the amount computed by applying the statutory income tax rate to loss before income taxes as follows: Year Ended December 31, 2022 For the period from March 10, 2021 (Inception) to December 31, 2021 Statutory income tax rate 11.9 % 11.9 % Change in prior year estimates 0.1 % — % Change in valuation allowance (10.0) % (10.9) % Non-deductible expense (1.4) % (1.0) % Other (0.5) % 0.1 % Effective income tax rate 0.1 % 0.1 % Significant components of the Company’s deferred tax assets were: December 31, 2022 December 31, 2021 Intangible assets $ 4,492,435 $ 2,963,340 Defined benefit plan 33,451 8,497 Net operating loss carry forward 7,210,383 2,873,281 Total deferred tax assets (gross) 11,736,269 5,845,118 Valuation allowance (11,736,269) (5,845,118) Total deferred tax asset (net) $ — $ — As of December 31, 2022, the Company’s net deferred tax assets before valuation allowance were USD 11.7 million. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all 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 during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the weight of all evidence, the Company has determined that it is not more likely than not that the net deferred tax assets will be realized. A valuation allowance of USD 11.7 million has been recorded against the deferred tax assets. As of December 31, 2022, MoonLake AG had net operating losses of approximately USD 60.8 million of which USD 14.9 million will expire in 2028 and USD 45.9 million will expire in 2029. The Company’s net operating losses will not be subject to any limitation due to the change in the ownership according to Swiss Income Tax Law. The Company has no unrecognized tax benefits and does not expect that uncertain tax benefits will change significantly in the next twelve months. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Commitments and Contingencies Commitments The Company has entered into agreements as of December 31, 2022 primarily in regards to advancement of clinical and non-clinical research program expenses, production of drug substance and technology transfer of the drug product process for SLK. As of December 31, 2022, the total committed amount under these agreements not yet recognized amounted to $31.9 million. On April 2021, MoonLake AG acquired the SLK program from MHKDG, a related party to the Company, which includes contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company is obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and royalty payments based on net sales. Subject to the terms of the license, additional milestone payments of up to €299.6 million ($319.5 million using a December 31, 2022 exchange rate) are potentially payable upon satisfying specific milestones related to regulatory filing acceptance, first commercial sales, and aggregate annual net sales. The milestone payments are payable in cash. Milestone payments due prior to obtaining regulatory approval will be recorded as research and development expense upon determination that a milestone payment is probable to occur. Milestone payments due after obtaining regulatory approval will be capitalized when and if incurred. The Company will use commercially reasonable efforts to cause the milestones to occur. However, if the Company reasonably determines that a technical failure or commercial failure has occurred with respect to all or a part of the SLK Program, the Company, at its sole discretion, can terminate all or part of the SLK Program. In addition, the In-licensing Agreement requires the Company to pay royalties within the range of low to mid-teen percent of net sales. Royalties will be recognized in the consolidated statement of operations when net sales are recognized. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Loan Agreements with BVF Shareholders On October 15, 2021, MoonLake AG entered into a loan agreement with the BVF Shareholders, pursuant to which Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. loaned USD 8,139,000, USD 5,946,000, and USD 915,000, respectively (USD 15,000,000 in aggregate), for the financing of general corporate purposes of MoonLake AG, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loans was interest-free and had to be repaid by MoonLake AG prior to the earlier of (i) as soon as practicable after the closing date of the Business Combination, but no later than two (2) business days, and (ii) June 30, 2022 (the “ Maturity Date ”). The loan was interest-free and was repaid in full on April 11, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Partial Share Conversion On February 16, 2023, pursuant to the A&R Shareholders’ Agreement, a ML Party submitted an exchange notice to the Company, pursuant to which such ML Party effected the conversion of 5,250 MoonLake AG Common Shares and 176,603 Class C Ordinary Shares into 176,603 Class A Ordinary Shares using the Exchange Ratio. Please refer to Note 12 — Shareholders’ Equity (Deficit) — Class C Ordinary Shares for more information regarding the conversion mechanics. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying consolidated financial statements include those of the Company and its subsidiaries, MoonLake AG and MoonLake Immunotherapeutics Ltd., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ ASC ”) and Accounting Standards Updates (“ ASU ”) of the Financial Accounting Standards Board (“ FASB ”). Pursuant to ASC 805, for financial accounting and reporting purposes, MoonLake AG was deemed the accounting acquirer and Helix was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of MoonLake AG issuing shares for the net assets of Helix, accompanied by a recapitalization. The net assets of Helix were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with MoonLake AG’s financial statements on the Closing Date. In accordance with the Business Combination Agreement, the ML Parties received 33.638698 Ordinary Shares in the Company for every MoonLake AG Common Share or Series A Preferred Share (the “ Exchange Ratio ”). The BVF Shareholders received 18,501,284 Class A Ordinary Shares whereas the rest of the ML Parties (excluding the BVF Shareholders) received 15,775,472 Class C Ordinary Shares which can be converted into Class A Ordinary Shares at the discretion of the shareholder (refer to Note 12 — Shareholders’ Equity (Deficit) for further details on the classes of ordinary shares). The number of shares, and the number of shares within the net income (loss) per share held by the ML Parties in MoonLake AG prior to the Business Combination have been adjusted by the Exchange Ratio to reflect the equivalent number of ordinary shares in the Company (identified as “ the equivalent of ” throughout these consolidated financial statements). Certain MoonLake AG shareholders (ML Parties other than the BVF Shareholders), did not exchange their shares in MoonLake AG for Class A Ordinary Shares in the Company and therefore continued to hold an economic interest in MoonLake AG and Class C Ordinary Shares in the Company. The Company recognized a noncontrolling interest equal to the ML Parties’ (other than the BVF Shareholders) proportionate interest in the net assets of MoonLake AG. All amounts are presented in U.S. Dollar (“ $ ”), unless otherwise indicated. The term “ Swiss franc ” and “ CHF ” refer to the legal currency of Switzerland, and “ € ” refers to Euros. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses. The significant judgments, estimates and assumptions relevant to the Company relate to: • determining whether the in-process research and development expenditure (“ IPR&D ”) has an alternative future use; • estimating the fair value of the portion of the aggregate purchase price relating to its own shares in connection with the acquisition of the in-license agreement; • determining assumptions used in determining the fair value of share-based compensation; • estimating the recoverability of the deferred tax asset; and • estimating the amount of accruals in connection with the completion of clinical trial milestones. The Company bases its judgments and estimates on various factors and information, which may include, but are not limited to, the Company’s forecasts and future plans, current economic conditions and observable market-based transactions of its own shares, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operation may be affected. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2022, the Company considers $19.9 million of short-term marketable debt securities in the form of eurocommercial papers to be cash equivalents. As of December 31, 2021, the Company did not have any cash equivalents. |
Marketable securities and short-term investments | Marketable securities and short-term investments The Company invests in short-term marketable securities in the form of debt securities. At the time of purchase, the Company assesses whether such debt security should be classified as held-to-maturity or available-for-sale debt securities. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity debt securities are carried at amortized cost, adjusted for accretion of discounts or amortization of premiums to maturity computed under the effective interest method. Such accretion or amortization is included in “Interest and dividend income” Marketable debt securities not classified as held-to-maturity are classified as available-for-sale and reported at fair value. Net unrealized gains and losses on available-for-sale debt securities are excluded from the determination of earnings and are instead recognized in the “Accumulated other comprehensive income (loss)” component of shareholder’ equity (deficit) until realized. Realized gains and losses on available-for-sale debt securities are computed based upon the historical cost of these securities, using the specific identification method. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and the cost of securities sold is determined using the specific-identification method. Marketable debt securities are classified as either “Cash and cash equivalents” or “Short‑term marketable debt securities” according to their original maturity at the time of acquisition. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a large financial institution which, at times, may exceed the CHF 100,000 deposit protection limit. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. Further, the Company's investment strategy for cash (in excess of current business requirements) is set to invest in short-term securities. Management actively monitors |
Fair value measurements | Fair Value Measurements The Company follows the guidance included in ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs to fair value measurements: • Level 1, meaning the use of quoted prices for identical instruments in active markets; • Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and • Level 3, meaning the use of unobservable inputs. Observable market data is used when available. |
Segment information | Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a stand-alone basis for the purposes of allocating resources, and assessing financial performance. |
Property and equipment | Property and Equipment Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of three |
Research and development contract costs and accruals | Research and Development Contract Costs and Accruals Research and development expenses include employee payroll, consulting, contract research and contract manufacturing costs attributable to research and development activities and are expensed as incurred. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development expenses in the period in which it is probable that a liability has been incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Share-based transaction | Share-Based Transaction Goods or services received in a share-based payment transaction are measured using a fair value-based measure. Stock-Based Compensation The Company recognizes compensation expense based on estimated fair values for all stock-based payment awards made to eligible employees, members of the board of directors and independent contractors that are expected to vest. The valuation of stock option awards is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the Company to make assumptions and judgements about the inputs used in the calculations, such as the fair value of the common stock, expected term, expected volatility of the Company’s common stock, risk-free interest rate and expected dividend yield. The valuation of restricted stock awards is measured by the fair value of the Company’s common stock on the date of the grant. For all stock options granted, the Company calculated the expected term as the period that share-based awards are expected to be outstanding. The estimate of expected volatility is based on comparative companies’ volatility within the Company's industry. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The fair value of the common stock granted under the ESPP has historically been estimated by management with reference to the market-based transaction with the other Series A Preferred Shares Investors, as there was no public market for the common stock. Share-based payment arrangements are accounted for under the fair value method. Total compensation is measured at grant date, based on the fair value of the award at that date, and recorded in earnings over the period the employees are required to render service. The Company recognizes compensation cost only for those awards expected to meet the service conditions on a straight-line basis over the requisite service period of the award. |
Foreign currency | Foreign Currency The functional currency of the Company and its subsidiaries is the U.S. dollar. Balances and transactions denominated in foreign currencies are converted as follows: monetary assets and liabilities are translated using exchange rates in effect at the balance sheet dates and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at the daily exchange rate on the respective accounting date. Gains or losses from foreign currency translation are included in the consolidated statement of operations. The Company recognized foreign currency transaction gain of $325,317 for the year ended December 31, 2022 (“the period ended December 31, 2022”) and a foreign currency transaction loss of $59,660 for the period ended December 31, 2021. |
Income taxes | Income Taxes The Company accounts for income taxes by using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that all or a portion of the Company's deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. |
Net loss per Class A Ordinary Shares | Net Loss per Class A Ordinary Shares Basic net loss per Class A Ordinary Share is calculated using the two-class method under which earnings are allocated to both Class A Ordinary Shares and participating securities. Basic net loss per share is calculated by dividing the net loss attributable to Class A Ordinary Shares by the weighted-average number of Class A Ordinary Shares outstanding for the period. The diluted net loss per Class A Ordinary Share is computed by dividing the net loss using the weighted-average number of Class A Ordinary Shares and, if dilutive, potential Class A Ordinary Shares outstanding during the period. |
Acquisitions | Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first assessing whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The Company acquired the Sonelokimab program (the “ SLK Program ”) during the period ended December 31, 2021 and determined that substantially all of the fair value of the gross assets acquired related to IPR&D of SLK. Therefore, this transaction was accounted for as an asset acquisition. IPR&D represents incomplete technologies that the Company acquires, which at the time of acquisition, are still under development and have no alternative future use. The fair value of such technologies is expensed upon acquisition. A technology is considered to have an alternative future use if it is probable that the Company will use the asset in its current, incomplete state as it existed at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. If a technology is determined to have an alternative future use, then the fair value of the program would be recorded as an asset on the balance sheet rather than expensed. Contingent consideration payments (for example milestone payments due upon the occurrence of a specific event) in asset acquisitions are recognized in the period in which it is probable that a liability has been incurred (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the cost in the asset acquired). Upon recognition of the contingent consideration payment, the amount is expensed if it relates to IPR&D or capitalized if it relates to a developed product which is generally considered to be when clinical trials have been completed and regulatory approval obtained. Future royalty payments due on net sales will be recognized in cost of goods sold when net sales are recognized. |
Pension accounting | Pension Accounting The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation – Retirement Benefits, which requires the recognition of the funded status of pension plans in the Company’s consolidated balance sheet. The liability in respect to defined benefit pension plans is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method. The projected benefit obligation as of December 31, 2022 represents the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date. Service costs for such pension plans, represented in the net periodic benefit cost, are included in the personnel expenses of the various functions where the employees are engaged. The other components of net benefit cost are included in the consolidated statement of operations separately from the service cost component, in “ other income (expenses), net |
Recently adopted and issued accounting pronouncements not yet adopted | Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ ASU 2016-02 ”) . The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842) : Targeted Improvements, which allows entities to elect a modified retrospective transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. The Company determines if an arrangement is or contains a lease at contract inception. For these arrangements, it is evaluated if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. MoonLake does not have any finance leases. The Company only has one operating lease related to the office space located in Dorfstrasse 29, 6300, Zug, Switzerland. The operating lease is recognized over a straight-line basis over the lease term commencing on the date the Company has the right to use the leased property. Right-of-Use (“ RoU ”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in the leases is not readily determinable, the Company uses the incremental borrowing rate as the discount rate, which approximates the interest rate at which the Company could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Leases with an initial term of 12 months or less and that do not have the option to purchase the underlying asset are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term commencing on the date the Company has the right to use the leased property. Recently Issued Accounting Pronouncements not yet Adopted The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”). As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. Recently issued accounting pronouncements not yet adopted, that the Company plans to adopt, are not expected to have a material impact on the Company’s consolidated financial position, operating results, cash flows, or disclosures. |
Business Combination Agreemen_2
Business Combination Agreement with Helix and Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Net Proceeds and Ordinary Shares Issued | Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination: in thousands Investments held in Trust Account $ 115,051 Less cash to cover redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date (80,842) Plus PIPE investment 116,000 Less Helix transaction expense (15,520) of which accrued expenses (5,798) of which deferred IPO underwriting fee (4,025) of which other transaction expenses (5,697) Available Closing Date Cash $ 134,689 Summary of Ordinary Shares Issued The following table summarizes the number of Ordinary Shares outstanding immediately following the consummation of the Business Combination: Helix Acquisition Corp. Ordinary Shares prior to the Business Combination 14,805,000 Of which Class A Ordinary Shares (Helix management - IPO private placement shares) 430,000 Of which Class A Ordinary Shares redeemable 11,500,000 Of which Class B Ordinary Shares (Helix management - sponsor promote) 2,875,000 Less redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date (8,080,645) Plus issuance of Helix Class A Ordinary Shares to PIPE Investors 11,700,000 Plus issuance of Helix Class A Ordinary Shares to BVF Shareholders 18,501,284 Total MoonLake Class A Ordinary Shares Outstanding at Closing 36,925,639 Plus issuance of Helix Class C Ordinary Shares to ML Parties (other than the BVF Shareholders) 15,775,472 Total MoonLake Class A and Class C Ordinary Shares Outstanding at Closing 52,701,111 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of debt securities by level within the fair value hierarchy | The following table presents the Company’s short-term marketable debt securities by level within the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Eurocommercial papers (1) $ — $ 42,552,608 $ — $ 42,552,608 Certificates of deposit — 9,937,899 — 9,937,899 Total $ — $ 52,490,507 $ — $ 52,490,507 _________________ (1) Eurocommercial papers in the amount of $19.9 million are classified as cash and cash equivalents. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments in short-term marketable debt securities | The fair value and amortized cost of investments in short-term marketable debt securities by major security type as of December 31, 2022 are as follows: Amortized cost Gross unrealized gains Gross unrealized losses Fair value Eurocommercial Papers $ 42,265,129 $ 287,479 $ — $ 42,552,608 Certificates of Deposit 9,834,625 103,274 — 9,937,899 Total $ 52,099,754 $ 390,753 $ — $ 52,490,507 Of which classified within cash and cash equivalents 19,775,171 106,228 — 19,881,399 Of which classified within short-term marketable debt securities 32,324,583 284,525 — 32,609,108 |
Schedule of fair value changes of marketable securities | The following table presents the changes in fair values of the Company’s short-term marketable debt securities, classified as Level 2 financial assets (in thousands): Beginning balance, January 1, 2022 $ — Other comprehensive income before reclassifications 706,586 Amounts reclassified from accumulated other comprehensive income (315,833) Ending balance, December 31, 2022 $ 390,753 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid expenses | December 31, 2022 December 31, 2021 Non-clinical research and clinical development services $ 2,443,863 $ 547,586 Insurances 1,416,597 23,141 Other consulting and advisory services 105,651 31,930 Other prepayments 213,357 846,439 Total $ 4,179,468 $ 1,449,096 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Trade and other payables, current | December 31, 2022 December 31, 2021 Supply and manufacturing fees payable $ 65,979 $ 183,298 Other consulting and advisory services 51,658 71,938 Legal and intellectual property (“IP”) advisory fees payable 40,532 1,233,070 Research and development services 31,687 50,088 Other payables 65,116 30,896 Total $ 254,972 $ 1,569,290 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2022 December 31, 2021 Research and development services and license fees $ 5,803,432 $ 2,055,687 Bonuses and related employees compensation expenses 1,109,734 1,419,137 Consultant and other fees 218,021 49,211 Tax liabilities 109,826 63,922 Legal fees 15,832 930,354 Total $ 7,256,845 $ 4,518,311 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Future minimum lease payments | The future minimum annual lease payments under these operating leases as of December 31, 2022 are as follows: Year ending December 31, Amount 2023 $ 155,300 2024 129,417 2025 — 2026 — 2027 — Thereafter — Total lease payments 284,717 Less imputed interest (2,137) Total lease liability 282,580 Less current portion of lease liability (153,629) Long-term portion operating lease liability $ 128,951 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan, Plan with Projected Benefit Obligation in Excess of Plan Assets | A summary of the changes in projected benefit obligations (“ PBO ”) and plan assets is presented below: December 31, 2022 December 31, 2021 Beginning PBO $ 1,322,874 $ — Service cost 451,075 143,467 Interest cost 5,056 — Contributions by plan participants 138,243 64,954 Actuarial (gain) / losses (374,317) 174,012 Transfers (in) / out (204,695) 931,257 Foreign currency exchange rates changes (16,267) 9,184 Ending PBO $ 1,321,969 $ 1,322,874 December 31, 2022 December 31, 2021 Beginning fair value of plan assets $ 1,083,014 $ — Actual return on plan assets 15,522 5,835 Return on plan assets above expected return (115,877) — Contributions by the employer 138,243 73,448 Contributions by plan participants 138,243 64,954 Transfers (in) / out (204,695) 931,257 Foreign currency exchange rates changes (14,687) 7,520 Ending fair value of plan assets $ 1,039,763 $ 1,083,014 |
Schedule of Defined Benefit Plans Disclosures | Amounts recorded on the consolidated balance sheet: December 31, 2022 December 31, 2021 Fair value of plan assets $ 1,039,763 $ 1,083,014 Present value of projected benefit obligation (1,321,969) (1,322,874) Funded status $ (282,206) $ (239,860) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recorded in accumulated other comprehensive (income) / loss: December 31, 2022 December 31, 2021 Actuarial (gain) / loss - beginning of period $ 168,177 $ — Actuarial (gain) / loss of current year / period (268,076) 168,177 Amortization (1,817) — Total $ (101,716) $ 168,177 |
Defined Benefit Plan, Assumptions | The assumptions used to calculate the ASC 715 liabilities are summarized in the table below: December 31, 2022 December 31, 2021 Discount rate 2.20 % p.a. 0.40 % p.a. Expected return on plan assets 3.80 % p.a. 1.50 % p.a. Inflation 1.80 % p.a. 1.10 % p.a. Long-term expected rate of salary increase 2.30 % p.a. 1.60 % p.a. |
Defined Benefit Plan, Plan Assets, Allocation | The allocation of plan assets is presented below: December 31, 2022 December 31, 2021 Equities 34.11 % 35.13 % Bonds 28.89 % 30.89 % Mortgages 3.86 % 3.83 % Liquidity 2.41 % 2.90 % Real estate 27.17 % 24.37 % Alternative investments 3.40 % 2.88 % Infrastructure 0.16 % — % |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Authorized and Issued | As a result of the Business Combination, the Company has retroactively restated the share numbers prior to April 5, 2022 to give effect to the Exchange Ratio. Series A Preferred Shares (1) Common Shares (1) Common Shares Held In Treasury (2) Class A Ordinary Shares (3) Class C Ordinary Shares (3) Total Number of Shares Authorized Issued Authorized Issued Issued Authorized Issued Authorized Issued Authorized Issued and Outstanding Balance - January 1, 2022 22,880,908 22,880,908 13,119,092 12,161,331 (1,942,837) — — — — 36,000,000 33,099,402 Share-based payment under the equity incentive plan ESPP — — — — 1,177,354 — — — — 1,177,354 Issuance of Class A Ordinary Shares upon Business Combination — — — — — 500,000,000 18,424,355 100,000,000 — 600,000,000 18,424,355 Conversion of MoonLake AG shares into Class A Ordinary Shares and Class C Ordinary Shares following the Business Combination (22,880,908) (22,880,908) (13,119,092) (12,161,331) 765,483 — 18,501,284 — 15,775,472 (36,000,000) — Conversion of Class C Ordinary Shares into Class A Ordinary Shares — — — — — — 2,051,961 — (2,051,961) — — Balance - December 31, 2022 — — — — — 500,000,000 38,977,600 100,000,000 13,723,511 600,000,000 52,701,111 _________________ (1) Fully paid-in registered shares with a par value of CHF 0.10 (2) Registered shares with a par value of CHF 0.10 held in treasury |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table sets forth the loss per share calculations for the year ended December 31, 2022 compared to the period ended December 31, 2021: For the Year Ended December 31, 2022 For the Period from March 10, 2021 to December 31, 2021 Numerator Net loss attributable to controlling interests shareholders $ (49,973,249) $ (53,643,615) Denominator Total weighted average number of outstanding shares 29,361,353 7,840,707 Net loss per share – basic and diluted $ (1.70) $ (6.84) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The share-based compensation expense was driven by the following share-based compensation plans and programs: Compensation Plan Year Ended December 31, 2022 For the Period from March 10, 2021 to December 31, 2021 MoonLake AG Restricted Founder Shares $ 4,840,608 $ 8,837,092 ESPP 3,910,076 148,835 ESOP 539,713 66,982 MoonLake Immunotherapeutics 2022 Equity Incentive Plan 364,381 — Total share-based compensation expense 1 $ 9,654,778 $ 9,052,909 Of which: included in R&D expense 954,379 72,183 Of which: included in G&A expense 8,700,399 8,980,726 _________________ (1) In order to acquire the in-licensing agreement, the Company transferred to Merck KGaA, Darmstadt, Germany on April 28, 2021: (i) a cash consideration of $25.0 million; and (ii) an equity consideration of 99,000 Common Shares (the equivalent of 3,330,231 Class C Ordinary Shares) for a total payment of $1. The fair value of the equity consideration of $4,851,000 was recorded as share-based portion for the in-licensing agreement for the IPR&D asset (“ In-licensing Agreement ”) and does not belong to any compensation plan. |
Schedule of Share-Based Payment Award, Non-Option Equity Instruments, Valuation Assumptions | The assumptions used in the valuation of the Restricted Founder Shares awarded are summarized below: Grant date 4/28/2021 Estimated fair value per share of Restricted Founder Shares on the grant date ($) (1) 49 Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders of MoonLake AG ($) (2) 336.39 Purchase price (CHF) 0.10 _________________ (1) MoonLake AG estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer to Note 9 of the audited consolidated financial statements for the period ended December 31, 2021). (2) MoonLake AG estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). |
Nonvested Restricted Stock Shares Activity | Grants awarded Restricted Founder Shares Program Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 9,990,694 Repurchase of Common Shares following the resignation of a co-founder (1,942,837) Awards vested for the period from March 10, 2021 to December 31, 2021 (3,607,548) Awards outstanding at January 1, 2022 4,440,309 Awards vested for the year ended December 31, 2022 (3,330,231) Awards outstanding at December 31, 2022 1,110,078 |
Schedule of Nonvested Share Activity | The assumptions used in the valuation of the grants awarded under the ESPP for the period from March 10, 2021 to December 31, 2021, and for the year ended December 31, 2022 are summarized below: Assumptions for the awards issued for the period from March 10, 2021 to December 31, 2021 Grant date 7/27/2021 & 9/9/2021 Estimated fair value per share of Common Shares on the grant date ($) (1) 49 Purchase price (CHF) 0.10 _________________ (1) The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the financial statements for the Period from March 10, 2021 to December 31, 2021) Grant date 10/25/21 Estimated fair value per share of Common Shares on the grant date ($) (2) 336.39 Purchase price (CHF) 0.10 _________________ (2) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Assumptions for the awards issued during the year ended December 31, 2022 Grant date 01/18/2022 Estimated fair value per share of Common Shares on the grant date ($) (1) 336.39 Purchase price (CHF) 0.10 _________________ (1) MoonLake AG estimated the fair value of the Common Shares by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Program ESPP Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 1,060,561 Awards outstanding at January 1, 2022 1,060,561 Awards granted for the three months ended March 31, 2022 1,177,354 Awards outstanding at March 31, 2022 2,237,915 Awards granted for the three months ended June 30, 2022 — Awards granted for the year ended December 31, 2022 1,177,354 Awards outstanding at December 31, 2022 2,237,915 Awards vested at December 31, 2022 307,794 |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The assumptions used in the valuation of the grants awarded under the ESPP for the period from March 10, 2021 to December 31, 2021, and for the year ended December 31, 2022 are summarized below: Assumptions for the awards issued for the period from March 10, 2021 to December 31, 2021 Grant date 7/27/2021 & 9/9/2021 Estimated fair value per share of Common Shares on the grant date ($) (1) 49 Purchase price (CHF) 0.10 _________________ (1) The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the financial statements for the Period from March 10, 2021 to December 31, 2021) Grant date 10/25/21 Estimated fair value per share of Common Shares on the grant date ($) (2) 336.39 Purchase price (CHF) 0.10 _________________ (2) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Assumptions for the awards issued during the year ended December 31, 2022 Grant date 01/18/2022 Estimated fair value per share of Common Shares on the grant date ($) (1) 336.39 Purchase price (CHF) 0.10 _________________ (1) MoonLake AG estimated the fair value of the Common Shares by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Program ESPP Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 1,060,561 Awards outstanding at January 1, 2022 1,060,561 Awards granted for the three months ended March 31, 2022 1,177,354 Awards outstanding at March 31, 2022 2,237,915 Awards granted for the three months ended June 30, 2022 — Awards granted for the year ended December 31, 2022 1,177,354 Awards outstanding at December 31, 2022 2,237,915 Awards vested at December 31, 2022 307,794 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | Assumptions for the awards issued for the period from March 10, 2021 to December 31, 2021 Grant date 9/9/2021 Estimated fair value of the option on the grant date using Black-Scholes model (USD) (1) 32.93 Exercise price (CHF) 43.80 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 75 % Risk-free interest rate (4) 1 % Expected dividend rate — Grant date 10/25/2021 Estimated fair value of the option on the grant date using Black-Scholes model (USD) (5) 336.30 Exercise price (CHF) 0.10 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 75 % Risk-free interest rate (4) 1 % Expected dividend rate — _________________ (1) The Company assumed a fair value per Common Share of USD 49 when estimating the fair value of the option. The fair value per Common Share was determined with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the financial statements for the Period from March 30, 2021 to December 31, 2021). (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. (5) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196) Weighted average assumptions for the awards issued during the year ended December 31, 2022 Grant dates 5/1/2022, 6/22/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) (1) 172.57 Exercise price (CHF) 27.25 Expected term of the award on the grant date (years) (2) 6 Expected volatility of the share price (3) 0.75 Risk-free interest rate (4) 3 % Expected dividend rate 0 _________________ (1) MoonLake AG estimated the fair value of the Common Shares multiplying the MoonLake Immunotherapeutics closing date trading share price on the grant date by the Exchange Ratio. (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Grant date 4/6/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) 8.25 Exercise price ($) 12.25 Expected term of the award on the grant date (years) 6 Expected volatility of the share price 75 % Risk-free interest rate 3 % Expected dividend rate - |
Share-Based Payment Arrangement, Option, Activity | Grants awarded Program ESOP Awards outstanding at March 10, 2021 (Inception) — Awards granted for the period from March 10, 2021 to December 31, 2021 224,033 Awards outstanding at January 1, 2022 224,033 Awards granted for the year ended December 31, 2022 242,736 Awards outstanding at December 31, 2022 466,769 Awards exercisable at December 31, 2022 55,941 Grants awarded MoonLake Immunotherapeutics 2022 Equity Incentive Plan Program Awards outstanding at January 1, 2022 — Awards granted for the year ended December 31, 2022 180,000 Awards outstanding at December 31, 2022 180,000 Awards exercisable at December 31, 2022 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income or loss before income tax were as follows: Year Ended December 31, 2022 For the period from March 10, 2021 (Inception) to December 31, 2021 Switzerland $ (62,115,251) $ (53,663,726) Foreign (2,354,434) 24,866 Total $ (64,469,685) $ (53,638,860) |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount computed by applying the statutory income tax rate to loss before income taxes as follows: Year Ended December 31, 2022 For the period from March 10, 2021 (Inception) to December 31, 2021 Statutory income tax rate 11.9 % 11.9 % Change in prior year estimates 0.1 % — % Change in valuation allowance (10.0) % (10.9) % Non-deductible expense (1.4) % (1.0) % Other (0.5) % 0.1 % Effective income tax rate 0.1 % 0.1 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets were: December 31, 2022 December 31, 2021 Intangible assets $ 4,492,435 $ 2,963,340 Defined benefit plan 33,451 8,497 Net operating loss carry forward 7,210,383 2,873,281 Total deferred tax assets (gross) 11,736,269 5,845,118 Valuation allowance (11,736,269) (5,845,118) Total deferred tax asset (net) $ — $ — |
Business Combination Agreemen_3
Business Combination Agreement with Helix and Recapitalization - Narrative (Details) | 10 Months Ended | 12 Months Ended | |||||
Apr. 05, 2022 USD ($) $ / shares shares | Oct. 04, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 01, 2022 SFr / shares shares | Dec. 31, 2021 SFr / shares | Apr. 28, 2021 $ / shares | |
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Reverse recapitalization, net | $ | $ 134,689,000 | ||||||
Repayments of loan liability | $ | $ 15,000,000 | $ 0 | $ 15,000,000 | ||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||||
PIPE Investors | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Sale of stock (in shares) | 11,600,000 | ||||||
Issuance price per share (USD per share) | $ / shares | $ 10 | ||||||
Net proceeds from the business combination | $ | $ 116,000,000 | ||||||
IPO Private Placement Shares | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Sale of stock (in shares) | 100,000 | ||||||
Aggregate fees | $ | $ 1,000,000 | ||||||
Series A Preferred Shares | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Preferred stock, par value (CHF per share) | SFr / shares | SFr 0.10 | SFr 0.10 | |||||
Class V Voting Stock | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Common shares, shares authorized (in shares) | 4,006,736 | ||||||
Common shares, par value (USD per share) | SFr / shares | SFr 0.01 | ||||||
Common stock, votes per share multiplier | 10 | ||||||
Class B Ordinary Shares | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
Conversion of stock, shares converted | 2,875,000 | ||||||
Common stock, conversion ratio (in shares) | 1 | ||||||
Class A Ordinary Shares | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,501,284 | ||||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 11,700,000 | ||||||
Sale of stock (in shares) | 11,700,000 | ||||||
Class C Ordinary Shares | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Common shares, shares authorized (in shares) | 100,000,000 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
Issuance of Helix Class C ordinary shares to ML parties (other than the BVF shareholders) (in shares) | 15,775,472 | ||||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 15,775,472 |
Business Combination Agreemen_4
Business Combination Agreement with Helix and Recapitalization - Summary of Net Proceeds (Details) $ in Thousands | Apr. 05, 2022 USD ($) |
Reverse Recapitalization [Abstract] | |
Investments held in Trust Account | $ 115,051 |
Less cash to cover redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date | (80,842) |
Plus PIPE investment | 116,000 |
Less Helix transaction expense | (15,520) |
of which accrued expenses | (5,798) |
of which deferred IPO underwriting fee | (4,025) |
of which other transaction expenses | (5,697) |
Available Closing Date Cash | $ 134,689 |
Business Combination Agreemen_5
Business Combination Agreement with Helix and Recapitalization - Ordinary Shares Issued (Details) - shares | 10 Months Ended | 12 Months Ended | ||
Apr. 05, 2022 | Apr. 04, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 52,701,111 | |||
Less redemptions of class A ordinary shares of the class A ordinary shares issued by Helix prior to the closing date (in shares) | (1,942,837) | |||
Plus issuance of helix class A ordinary shares to BVF shareholders (in shares) | 18,424,355 | |||
Total MoonLake class A ordinary Shares outstanding at closing (in shares) | 3,330,231 | |||
Class A Ordinary Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 38,977,600 | |||
Plus issuance of Helix Class A Ordinary Shares to PIPE Investors (in shares) | 11,700,000 | |||
Plus issuance of helix class A ordinary shares to BVF shareholders (in shares) | 18,501,284 | |||
Total MoonLake class A ordinary Shares outstanding at closing (in shares) | 36,925,639 | |||
Class C Ordinary Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 13,723,511 | |||
Plus issuance of Helix Class A Ordinary Shares to PIPE Investors (in shares) | 15,775,472 | |||
Issuance of Helix Class C ordinary shares to ML parties (other than the BVF shareholders) (in shares) | 15,775,472 | |||
Helix Acquisition Corp. | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 14,805,000 | |||
Helix Acquisition Corp. | Class A Ordinary Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Less redemptions of class A ordinary shares of the class A ordinary shares issued by Helix prior to the closing date (in shares) | (8,080,645) | |||
Helix Acquisition Corp. | Common class A, private placement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 430,000 | |||
Helix Acquisition Corp. | Common class A, redeemable | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 11,500,000 | |||
Helix Acquisition Corp. | Class B Ordinary Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares outstanding (in shares) | 2,875,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) | 12 Months Ended | ||||
Apr. 05, 2022 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Exchange ratio | 33.638698 | ||||
Debt securities, available-for-sale | $ | $ 52,490,507 | ||||
Cash, FDIC Insured Amount | SFr | SFr 100,000 | ||||
Foreign currency transaction gain (loss) | $ | $ 325,317 | $ (59,660) | |||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | ||||
Of which classified within cash and cash equivalents | |||||
Class of Stock [Line Items] | |||||
Debt securities, available-for-sale | $ | $ 19,881,399 | ||||
Minimum | |||||
Class of Stock [Line Items] | |||||
Property and equipment, useful life | 3 years | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Property and equipment, useful life | 5 years | ||||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 11,700,000 | ||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,501,284 | ||||
Class C Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in shares) | 15,775,472 |
Risks and Liquidity (Details)
Risks and Liquidity (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | ||
Net loss | $ (53,643,615) | $ (64,506,051) |
Excess of current assets less current liabilities | 68,800,000 | |
Unrestricted cash | 39,500,000 | |
Debt securities, available-for-sale | 52,490,507 | |
Short-term marketable debt securities | $ 0 | $ 32,609,108 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | $ 32,609,108 | $ 0 |
Total | 52,490,507 | |
Eurocommercial Papers | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 42,552,608 | |
Certificates of Deposit | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 9,937,899 | |
Level 1 | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Total | 0 | |
Level 1 | Eurocommercial Papers | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 0 | |
Level 1 | Certificates of Deposit | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 0 | |
Level 2 | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Total | 52,490,507 | |
Level 2 | Eurocommercial Papers | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 42,552,608 | |
Level 2 | Certificates of Deposit | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 9,937,899 | |
Level 3 | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Total | 0 | |
Level 3 | Eurocommercial Papers | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | 0 | |
Level 3 | Certificates of Deposit | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Short-term marketable debt securities | $ 0 |
Investments (Details)
Investments (Details) | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized cost | $ 52,099,754 |
Gross unrealized gains | 390,753 |
Gross unrealized losses | 0 |
Fair value | 52,490,507 |
Of which classified within cash and cash equivalents | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized cost | 19,775,171 |
Gross unrealized gains | 106,228 |
Gross unrealized losses | 0 |
Fair value | 19,881,399 |
Of which classified within short-term marketable debt securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized cost | 32,324,583 |
Gross unrealized gains | 284,525 |
Gross unrealized losses | 0 |
Fair value | 32,609,108 |
Eurocommercial Papers | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized cost | 42,265,129 |
Gross unrealized gains | 287,479 |
Gross unrealized losses | 0 |
Fair value | 42,552,608 |
Certificates of Deposit | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized cost | 9,834,625 |
Gross unrealized gains | 103,274 |
Gross unrealized losses | 0 |
Fair value | $ 9,937,899 |
Investments - FV changes (Detai
Investments - FV changes (Details) - Level 1 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain (Loss) [Roll Forward] | |
Gross unrealized gain (loss), beginning balance | $ 0 |
Other comprehensive income before reclassifications | 706,586 |
Amounts reclassified from accumulated other comprehensive income | (315,833) |
Gross unrealized gain (loss), ending balance | $ 390,753 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Non-clinical research and clinical development services | $ 2,443,863 | $ 547,586 |
Insurances | 1,416,597 | 23,141 |
Other consulting and advisory services | 105,651 | 31,930 |
Other prepayments | 213,357 | 846,439 |
Total | $ 4,179,468 | $ 1,449,096 |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Supply and manufacturing fees payable | $ 65,979 | $ 183,298 |
Other consulting and advisory services | 51,658 | 71,938 |
Legal and intellectual property (“IP”) advisory fees payable | 40,532 | 1,233,070 |
Research and development services | 31,687 | 50,088 |
Other payables | 65,116 | 30,896 |
Total | $ 254,972 | $ 1,569,290 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development services and license fees | $ 5,803,432 | $ 2,055,687 |
Bonuses and related employees compensation expenses | 1,109,734 | 1,419,137 |
Consultant and other fees | 218,021 | 49,211 |
Tax liabilities | 109,826 | 63,922 |
Legal fees | 15,832 | 930,354 |
Total | $ 7,256,845 | $ 4,518,311 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Narrative (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Research and development | $ 35,529,331 | $ 42,048,954 |
Phase 2 Clinical Trials | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Research and development | $ 4,700,000 |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) - USD ($) | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2023 | $ 155,300 | ||
2024 | 129,417 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 284,717 | ||
Less imputed interest | (2,137) | ||
Total lease liability | 282,580 | $ 435,005 | |
Less current portion of lease liability | 153,629 | $ 0 | |
Long-term portion operating lease liability | $ 128,951 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Leases [Abstract] | ||||
Square foot of leased space | ft² | 2,300 | |||
Lessor, operating lease, term of contract | 3 years | |||
Lessee, operating lease, discount rate | 0.80% | |||
Short-term portion of operating lease liabilities | $ 153,629 | $ 0 | ||
Lease expense | 155,552 | 25,860 | ||
Operating lease right-of-use assets | 282,580 | $ 0 | $ 435,005 | |
Total lease liability | $ 282,580 | $ 435,005 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 451,075 | $ 143,467 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in Summary of PBO And Plan Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Beginning PBO | $ 1,322,874 | $ 0 |
Service cost | 451,075 | 143,467 |
Interest cost | 5,056 | 0 |
Contributions by plan participants | 138,243 | 64,954 |
Actuarial (gain) / losses | (374,317) | 174,012 |
Transfers (in) / out | (204,695) | 931,257 |
Foreign currency exchange rates changes | (16,267) | 9,184 |
Ending PBO | 1,321,969 | 1,322,874 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Beginning fair value of plan assets | 1,083,014 | 0 |
Actual return on plan assets | 15,522 | 5,835 |
Return on plan assets above expected return | (115,877) | 0 |
Contributions by the employer | 138,243 | 73,448 |
Contributions by plan participants | 138,243 | 64,954 |
Transfers (in) / out | (204,695) | 931,257 |
Foreign currency exchange rates changes | (14,687) | 7,520 |
Ending fair value of plan assets | $ 1,039,763 | $ 1,083,014 |
Employee Benefit Plans - Amount
Employee Benefit Plans - Amounts Recorded on the Balance Sheet (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Fair value of plan assets | $ 1,039,763 | $ 1,083,014 |
Present value of projected benefit obligation | (1,321,969) | (1,322,874) |
Funded status | $ (282,206) | $ (239,860) |
Employee Benefit Plans - Chan_2
Employee Benefit Plans - Changes in Pre-Tax AOCI (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Actuarial (gain) / loss - beginning of period | $ 168,177 | $ 0 |
Actuarial (gain) / loss of current year / period | 268,076 | (168,177) |
Amortization | (1,817) | 0 |
Total | $ (101,716) | $ 168,177 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions used to calculate liabilities (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Discount rate | 2.20% | 0.40% |
Expected return on plan assets | 3.80% | 1.50% |
Inflation | 1.80% | 1.10% |
Long-term expected rate of salary increase | 2.30% | 1.60% |
Employee Benefit Plans - Alloca
Employee Benefit Plans - Allocation Percentage (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Equities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 34.11% | 35.13% |
Bonds | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 28.89% | 30.89% |
Collateralized Mortgage-Backed Securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 3.86% | 3.83% |
Liquidity | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 2.41% | 2.90% |
Real estate | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 27.17% | 24.37% |
Alternative investments | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 3.40% | 2.88% |
Infrastructure | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 0.16% | 0% |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) - Schedule of Stock Authorized and Issued (Details) | 10 Months Ended | 12 Months Ended | |||||
Oct. 06, 2022 shares | Apr. 05, 2022 shares | Dec. 31, 2021 SFr / shares shares | Dec. 31, 2022 SFr / shares shares | Dec. 31, 2022 $ / shares | Apr. 01, 2022 SFr / shares | Apr. 28, 2021 $ / shares | |
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Common Shares | |||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 600,000,000 | ||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Common Shares Held In Treasury | |||||||
Share-based payment under the equity incentive plan ESPP (in shares) | 1,177,354 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Total Number of Shares | |||||||
Authorized, beginning balance (in shares) | 36,000,000 | ||||||
Shares issued, beginning balance (in shares) | 33,099,402 | ||||||
Share-based payment under the equity incentive plan ESPP (in shares) | 1,177,354 | ||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 600,000,000 | ||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Authorized, ending balance (in shares) | 36,000,000 | 600,000,000 | |||||
Shares issued, ending balance (in shares) | 33,099,402 | 52,701,111 | |||||
Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (36,000,000) | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (36,000,000) | ||||||
Series A Preferred Shares | |||||||
Series A Preferred Shares | |||||||
Authorized, beginning balance (in shares) | 22,880,908 | ||||||
Issued, beginning balance (in shares) | 22,880,908 | ||||||
Authorized, ending balance (in shares) | 22,880,908 | ||||||
Issued, ending balance (in shares) | 22,880,908 | ||||||
Total Number of Shares | |||||||
Series A Preferred Shares, par value (CHF per share) | SFr / shares | SFr 0.10 | SFr 0.10 | |||||
Class A Ordinary Shares | |||||||
Common Shares | |||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,501,284 | ||||||
Authorized, ending balance (in shares) | 500,000,000 | ||||||
Issued, ending balance (in shares) | 38,977,600 | ||||||
Total Number of Shares | |||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,501,284 | ||||||
Common stock, par value (CHF/USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class C Ordinary Shares | |||||||
Common Shares | |||||||
Authorized, ending balance (in shares) | 100,000,000 | ||||||
Issued, ending balance (in shares) | 13,723,511 | ||||||
Total Number of Shares | |||||||
Common stock, par value (CHF/USD per share) | $ / shares | 0.0001 | ||||||
Series A Preferred Shares | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | ||||||
Series A Preferred Shares | Series A Preferred Shares | |||||||
Series A Preferred Shares | |||||||
Authorized, beginning balance (in shares) | 22,880,908 | ||||||
Issued, beginning balance (in shares) | 22,880,908 | ||||||
Authorized, ending balance (in shares) | 22,880,908 | 0 | |||||
Issued, ending balance (in shares) | 22,880,908 | 0 | |||||
Total Number of Shares | |||||||
Series A Preferred Shares, par value (CHF per share) | SFr / shares | SFr 0.10 | ||||||
Series A Preferred Shares | Series A Preferred Shares | Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (22,880,908) | ||||||
Common Shares | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (61,000) | 19,207,697 | |||||
Common Shares | |||||||
Authorized, beginning balance (in shares) | 13,119,092 | ||||||
Issued, beginning balance (in shares) | 12,161,331 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (61,000) | 19,207,697 | |||||
Authorized, ending balance (in shares) | 13,119,092 | 0 | |||||
Issued, ending balance (in shares) | 12,161,331 | 0 | |||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (61,000) | 19,207,697 | |||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (61,000) | 19,207,697 | |||||
Series A Preferred Shares, par value (CHF per share) | SFr / shares | SFr 0.10 | ||||||
Common Shares | Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (13,119,092) | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (12,161,331) | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (13,119,092) | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (12,161,331) | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (12,161,331) | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (12,161,331) | ||||||
Common Shares | Class A Ordinary Shares | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Common Shares | |||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 500,000,000 | ||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Authorized, ending balance (in shares) | 500,000,000 | ||||||
Issued, ending balance (in shares) | 38,977,600 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Total Number of Shares | |||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 500,000,000 | ||||||
Issuance of Class A ordinary shares upon business combination (in shares) | 18,424,355 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Common stock, par value (CHF/USD per share) | $ / shares | 0.0001 | ||||||
Common Shares | Class A Ordinary Shares | Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 18,501,284 | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 18,501,284 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 18,501,284 | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 18,501,284 | ||||||
Common Shares | Class A Ordinary Shares | Conversion Of Class C into Class A | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | ||||||
Common Shares | Class C Ordinary Shares | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | 15,775,472 | |||||
Common Shares | |||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 100,000,000 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | 15,775,472 | |||||
Authorized, ending balance (in shares) | 100,000,000 | ||||||
Issued, ending balance (in shares) | 13,723,511 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | 15,775,472 | |||||
Total Number of Shares | |||||||
Issuance of Class A Ordinary shares upon business combination (in shares) | 100,000,000 | ||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | 15,775,472 | |||||
Common stock, par value (CHF/USD per share) | $ / shares | $ 0.0001 | ||||||
Common Shares | Class C Ordinary Shares | Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 15,775,472 | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 15,775,472 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 15,775,472 | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 15,775,472 | ||||||
Common Shares | Class C Ordinary Shares | Conversion Of Class C into Class A | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (2,051,961) | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (2,051,961) | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (2,051,961) | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (2,051,961) | ||||||
Common Shares Held In Treasury | |||||||
Common Shares Held In Treasury | |||||||
Held in Treasury, beginning balance (in shares) | (1,942,837) | ||||||
Share-based payment under the equity incentive plan ESPP (in shares) | 1,177,354 | ||||||
Held in Treasury, ending balance (in shares) | (1,942,837) | 0 | |||||
Total Number of Shares | |||||||
Share-based payment under the equity incentive plan ESPP (in shares) | 1,177,354 | ||||||
Common stock, par value (CHF/USD per share) | SFr / shares | SFr 0.10 | ||||||
Common Shares Held In Treasury | Conversion Of Shares Following Business Combination | |||||||
Series A Preferred Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 765,483 | ||||||
Common Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 765,483 | ||||||
Common Shares Held In Treasury | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 765,483 | ||||||
Total Number of Shares | |||||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 765,483 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) - Narrative (Details) | 10 Months Ended | |||||
Oct. 06, 2022 shares | Apr. 05, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2022 vote $ / shares shares | Apr. 28, 2021 $ / shares | Mar. 09, 2021 shares | |
Class of Stock [Line Items] | ||||||
Common Shares, shares outstanding (in shares) | 52,701,111 | |||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 19,207,697 | |||||
ML parties other than BVF shareholders | ||||||
Class of Stock [Line Items] | ||||||
MoonLake AG common shares (in shares) | 468,968 | 407,968 | ||||
Common Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Shares, shares issued (in shares) | 12,161,331 | 0 | ||||
Common Shares, shares outstanding (in shares) | 12,161,331 | 33,638,698 | ||||
Common shares, shares authorized (in shares) | 13,119,092 | 0 | ||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | (61,000) | 19,207,697 | ||||
Class A Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Shares, shares issued (in shares) | 38,977,600 | |||||
Common Shares, shares outstanding (in shares) | 38,977,600 | |||||
Common shares, shares authorized (in shares) | 500,000,000 | |||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares | Common Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Shares, shares issued (in shares) | 38,977,600 | |||||
Common Shares, shares outstanding (in shares) | 38,977,600 | |||||
Common shares, shares authorized (in shares) | 500,000,000 | |||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | |||||
Common Shares, votes per share | vote | 1 | |||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | |||||
Class C Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Shares, shares issued (in shares) | 13,723,511 | |||||
Common Shares, shares outstanding (in shares) | 13,723,511 | |||||
Common shares, shares authorized (in shares) | 100,000,000 | |||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | |||||
Class C Ordinary Shares | Common Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Shares, shares issued (in shares) | 13,723,511 | |||||
Common Shares, shares outstanding (in shares) | 13,723,511 | |||||
Common shares, shares authorized (in shares) | 100,000,000 | |||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | |||||
Common Shares, votes per share | vote | 1 | |||||
Conversion of MoonLake AG shares into class A ordinary shares and class C ordinary shares following the business combination (in shares) | 2,051,961 | 15,775,472 |
Net loss per share - Calculatio
Net loss per share - Calculation of Net Loss per Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator | ||
Net loss attributable to controlling interests shareholders | $ (53,643,615) | $ (49,973,249) |
Denominator | ||
Total weighted average number of outstanding shares, basic (in shares) | 7,840,707 | 29,361,353 |
Total weighted average number of outstanding shares, diluted (in shares) | 7,840,707 | 29,361,353 |
Net loss per share - basic (in USD per share) | $ (6.84) | $ (1.70) |
Net loss per share - diluted (in USD per share) | $ (6.84) | $ (1.70) |
Net loss per share - Narrative
Net loss per share - Narrative (Details) - $ / shares | 10 Months Ended | 12 Months Ended | |||
Apr. 05, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 20, 2023 | Mar. 09, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted-average number of shares, basic (in shares) | 7,840,707 | 29,361,353 | |||
Weighted-average number of shares, diluted (in shares) | 7,840,707 | 29,361,353 | |||
Net loss per share - basic (in USD per share) | $ (6.84) | $ (1.70) | |||
Net loss per share - diluted (in USD per share) | $ (6.84) | $ (1.70) | |||
Number of shares outstanding (in shares) | 52,701,111 | ||||
Pro forma | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted-average number of shares, basic (in shares) | 40,547,405 | ||||
Weighted-average number of shares, diluted (in shares) | 40,547,405 | ||||
Net loss per share - basic (in USD per share) | $ (1.59) | ||||
Net loss per share - diluted (in USD per share) | $ (1.59) | ||||
Number of shares outstanding (in shares) | 52,701,111 | ||||
MoonLake AG Common Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common Shares, shares issued (in shares) | 12,161,331 | 0 | |||
Number of shares outstanding (in shares) | 12,161,331 | 33,638,698 | |||
ML parties other than BVF shareholders | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
MoonLake AG common shares (in shares) | 468,968 | 407,968 | |||
Class C Ordinary Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common Shares, shares issued (in shares) | 13,723,511 | ||||
Stock converted (in shares) | 15,775,472 | ||||
Number of shares outstanding (in shares) | 13,723,511 | ||||
Class C Ordinary Shares | MoonLake AG Common Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common Shares, shares issued (in shares) | 13,723,511 | ||||
Number of shares outstanding (in shares) | 13,723,511 | ||||
Class A Ordinary Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common Shares, shares issued (in shares) | 38,977,600 | ||||
Weighted-average number of shares, basic (in shares) | 0 | 29,361,353 | |||
Weighted-average number of shares, diluted (in shares) | 0 | 29,361,353 | |||
Net loss per share - basic (in USD per share) | $ 0 | $ (1.70) | |||
Net loss per share - diluted (in USD per share) | $ 0 | $ (1.70) | |||
Number of shares outstanding (in shares) | 38,977,600 | ||||
Class A Ordinary Shares | MoonLake AG Common Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common Shares, shares issued (in shares) | 38,977,600 | ||||
Number of shares outstanding (in shares) | 38,977,600 | ||||
Class A Ordinary Shares | ML parties other than BVF shareholders | Pro forma | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock converted (in shares) | 13,723,511 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) | 10 Months Ended | 12 Months Ended | |||||
Apr. 06, 2022 shares | Apr. 05, 2022 shares | Apr. 28, 2021 SFr / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 28, 2021 $ / shares shares | Mar. 09, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 9,052,909 | $ 9,654,778 | |||||
Common Shares, shares outstanding (in shares) | 52,701,111 | ||||||
MoonLake AG Common Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common shares issuable (in shares) | 14,596 | ||||||
Common Shares, shares outstanding (in shares) | 12,161,331 | 33,638,698 | |||||
Equity Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 0 | $ 364,381 | |||||
Weighted average period of recognition | 2 years 3 months 7 days | ||||||
Expiration period | 10 years | ||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | 180,000 | 180,000 | |||||
Unrecognized compensation expense | $ | $ 1,100,000 | ||||||
Equity Incentive Plan | Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Equity Incentive Plan | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Equity Incentive Plan | Share-Based Payment Arrangement, Tranche Three | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Employee Stock Option Plan (ESOP) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized compensation expense, options | $ | 1,800,000 | ||||||
MoonLake AG Restricted Founder Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | 8,837,092 | 4,840,608 | |||||
Unrecognized share-based compensation expense, non-option awards | $ | 1,600,000 | ||||||
Monthly SBP expense | $ | 403,361 | ||||||
ESPP | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | 148,835 | 3,910,076 | |||||
Unrecognized share-based compensation expense, non-option awards | $ | $ 9,500,000 | ||||||
Vesting period after occurrence of change of control | 12 months | ||||||
Weighted average period of recognition | 1 year 9 months 7 days | ||||||
ESPP | Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
ESPP | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
ESPP | Share-Based Payment Arrangement, Tranche Three | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
ESPP | Share-Based Payment Arrangement, Tranche Four | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
ESPP | Employee Stock Option Plan (ESOP) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Weighted average period of recognition | 2 years 7 months 20 days | ||||||
Research and development services | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 66,982 | $ 539,713 | |||||
Research and development services | Employee Stock Option Plan (ESOP) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period after occurrence of change of control | 12 months | ||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | 224,033 | 242,736 | |||||
Research and development services | Employee Stock Option Plan (ESOP) | Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Research and development services | Employee Stock Option Plan (ESOP) | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Research and development services | Employee Stock Option Plan (ESOP) | Share-Based Payment Arrangement, Tranche Three | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Research and development services | Employee Stock Option Plan (ESOP) | Share-Based Payment Arrangement, Tranche Four | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Option and employee stock | Treasury Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common shares issuable (in shares) | 22,756 | ||||||
Class C Ordinary Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 13,723,511 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
Class C Ordinary Shares | MoonLake AG Common Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common shares issuable (in shares) | 490,990 | ||||||
Common Shares, shares outstanding (in shares) | 13,723,511 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
Class C Ordinary Shares | Option and employee stock | Treasury Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common shares issuable (in shares) | 765,482 | ||||||
Class A Ordinary Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 38,977,600 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class A Ordinary Shares | MoonLake AG Common Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 38,977,600 | ||||||
Common shares, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
MoonLake AG | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Reverse vesting percentage | 90% | 90% | |||||
Common Shares, shares outstanding (in shares) | 110,000 | 110,000 | |||||
MoonLake AG | MoonLake AG Restricted Founder Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 99,000 | 99,000 | |||||
Vesting percentage | 4.166% | ||||||
Vesting period | 2 years | ||||||
Nominal value (CHF per share) | SFr / shares | SFr 0.10 | ||||||
MoonLake AG | Class C Ordinary Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 3,700,257 | 3,700,257 | |||||
MoonLake AG | Class C Ordinary Shares | MoonLake AG Restricted Founder Shares | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Shares, shares outstanding (in shares) | 3,330,231 | 3,330,231 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Expense By Plan (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Apr. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Apr. 05, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 9,052,909 | $ 9,654,778 | ||
Common Shares, shares outstanding (in shares) | 52,701,111 | |||
MoonLake AG | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common Shares, shares outstanding (in shares) | 110,000 | |||
Merck KGaA Darmstadt in-licensing agreement | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cash consideration | $ 25,000,000 | |||
Equity consideration | 99,000 | |||
Total payment | $ 1 | |||
Fair value of the equity consideration | $ 4,851,000 | |||
Class C Ordinary Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common Shares, shares outstanding (in shares) | 13,723,511 | |||
Class C Ordinary Shares | MoonLake AG | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common Shares, shares outstanding (in shares) | 3,700,257 | |||
Research and Development Expense | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 72,183 | $ 954,379 | ||
General and Administrative Expense | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 8,980,726 | 8,700,399 | ||
Equity Incentive Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 0 | 364,381 | ||
MoonLake AG Restricted Founder Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 8,837,092 | 4,840,608 | ||
MoonLake AG Restricted Founder Shares | MoonLake AG | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common Shares, shares outstanding (in shares) | 99,000 | |||
MoonLake AG Restricted Founder Shares | Class C Ordinary Shares | MoonLake AG | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common Shares, shares outstanding (in shares) | 3,330,231 | |||
ESPP | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 148,835 | 3,910,076 | ||
Research and development services | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 66,982 | $ 539,713 |
Share-based Compensation - Assu
Share-based Compensation - Assumptions (Details) | 10 Months Ended | 12 Months Ended | ||||||||
Apr. 06, 2022 $ / shares shares | Oct. 25, 2021 SFr / shares $ / shares | Sep. 09, 2021 $ / shares SFr / shares | Jul. 27, 2021 SFr / shares $ / shares | Dec. 31, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 SFr / shares shares | Mar. 31, 2022 shares | Mar. 10, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Enterprise value | $ | $ 360,000,000 | $ 360,000,000 | ||||||||
Fully diluted shares (in shares) | shares | 1,070,196 | 1,070,196 | ||||||||
MoonLake AG Restricted Founder Shares | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Estimated fair value per share of Restricted Founder Shares on the grant date (in dollars per share) | $ 49 | |||||||||
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders of MoonLake AG (in dollars per share) | 336.39 | |||||||||
Purchase price (in CHF per share) | SFr / shares | SFr 0.1 | |||||||||
Awards outstanding (in shares) | shares | 4,440,309 | 4,440,309 | 1,110,078 | 0 | ||||||
ESPP | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Estimated fair value per share of Restricted Founder Shares on the grant date (in dollars per share) | $ 336.39 | $ 49 | $ 49 | $ 336.39 | ||||||
Purchase price (in CHF per share) | SFr / shares | $ 0.1 | $ 0.1 | $ 0.1 | SFr 0.1 | ||||||
Awards outstanding (in shares) | shares | 1,060,561 | 1,060,561 | 2,237,915 | 2,237,915 | 0 | |||||
Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | shares | 180,000 | 180,000 | ||||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in dollars per share) | $ 8.25 | |||||||||
Exercise price (in dollars per share) | $ 12.25 | |||||||||
Expected term of the award | 6 years | |||||||||
Expected volatility of the share price | 75% | |||||||||
Risk-free interest rate | 3% | |||||||||
Expected dividend rate | 0% | |||||||||
Employee Stock Option Plan (ESOP) | Research and development services | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | shares | 224,033 | 242,736 | ||||||||
Estimated fair value of the option on the grant date using Black-Scholes model (in dollars per share) | $ 336.30 | $ 32.93 | $ 172.57 | |||||||
Exercise price (in dollars per share) | SFr / shares | $ 0.10 | $ 43.80 | SFr 27.25 | |||||||
Expected term of the award | 6 years | 6 years | 6 years | |||||||
Expected volatility of the share price | 75% | 75% | 75% | |||||||
Risk-free interest rate | 1% | 1% | 3% | |||||||
Expected dividend rate | 0% | 0% | 0% |
Share-based Compensation - Awar
Share-based Compensation - Awarded and Granted (Details) - shares | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |
Apr. 06, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |||||
Awards outstanding beginning balance (in shares) | 0 | 0 | 0 | ||
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | 180,000 | 180,000 | |||
Awards outstanding ending balance (in shares) | 0 | 180,000 | |||
Awards exercisable (in shares) | 0 | ||||
MoonLake AG Restricted Founder Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Awards outstanding, beginning balance (in shares) | 4,440,309 | 4,440,309 | 4,440,309 | ||
Awards granted (in shares) | 9,990,694 | ||||
Awards repurchases (in shares) | (1,942,837) | ||||
Awards vested (in shares) | (3,607,548) | (3,330,231) | |||
Awards outstanding, ending balance (in shares) | 4,440,309 | 1,110,078 | |||
ESPP | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Awards outstanding, beginning balance (in shares) | 1,060,561 | 1,060,561 | 1,060,561 | ||
Awards granted (in shares) | 1,177,354 | 0 | 1,060,561 | 1,177,354 | |
Awards vested (in shares) | (307,794) | ||||
Awards outstanding, ending balance (in shares) | 2,237,915 | 1,060,561 | 2,237,915 | ||
Research and development services | Employee Stock Option Plan (ESOP) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |||||
Awards outstanding beginning balance (in shares) | 224,033 | 224,033 | 0 | 224,033 | |
Estimated fair value of the option on the grant date using Black-Scholes model (in shares) | 224,033 | 242,736 | |||
Awards outstanding ending balance (in shares) | 224,033 | 466,769 | |||
Awards exercisable (in shares) | 55,941 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 0.10% | 0.10% | (0.10%) |
Deferred tax assets, gross | $ 5,845,118 | $ 11,736,269 | $ 5,845,118 |
Valuation allowance | $ 5,845,118 | 11,736,269 | $ 5,845,118 |
Operating loss carryforwards | 60,800,000 | ||
Expiration in 2028 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 14,900,000 | ||
Expiration in 2029 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 45,900,000 |
Income taxes - Summary of Net I
Income taxes - Summary of Net Income (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Switzerland | $ (53,663,726) | $ (62,115,251) |
Foreign | 24,866 | (2,354,434) |
Income (loss) attributable to parent, before tax | $ (53,638,860) | $ (64,469,685) |
Income taxes- Statutory Tax Per
Income taxes- Statutory Tax Percent (Details) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate | 11.90% | 11.90% | |
Change in prior year estimates | 0% | 0.10% | |
Change in valuation allowance | (10.90%) | (10.00%) | |
Non-deductible expense | (1.00%) | (1.40%) | |
Other | 0.10% | (0.50%) | |
Effective income tax rate | 0.10% | 0.10% | (0.10%) |
Income taxes - Summary of Defer
Income taxes - Summary of Deferred Tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Intangible assets | $ 4,492,435 | $ 2,963,340 |
Defined benefit plan | 33,451 | 8,497 |
Net operating loss carry forward | 7,210,383 | 2,873,281 |
Total deferred tax assets (gross) | 11,736,269 | 5,845,118 |
Valuation allowance | (11,736,269) | (5,845,118) |
Total deferred tax asset (net) | $ 0 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Dec. 31, 2022 € in Millions, $ in Millions | USD ($) | EUR (€) |
Other Commitments [Line Items] | ||
Total commitments not yet recognized | $ 31.9 | |
License | SLK Program | ||
Other Commitments [Line Items] | ||
Variable consideration amount | $ 319.5 | € 299.6 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity | Oct. 15, 2021 USD ($) |
Related Party Transaction [Line Items] | |
Loan agreement | $ 15,000,000 |
Biotechnology Value Fund, L.P | |
Related Party Transaction [Line Items] | |
Loan agreement | 8,139,000 |
Biotechnology Value Fund II, L.P | |
Related Party Transaction [Line Items] | |
Loan agreement | 5,946,000 |
Biotechnology Value Trading Fund OS, L.P | |
Related Party Transaction [Line Items] | |
Loan agreement | $ 915,000 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 10 Months Ended | |||
Feb. 16, 2023 | Oct. 06, 2022 | Apr. 05, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 19,207,697 | |||
MoonLake AG Common Shares | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | (61,000) | 19,207,697 | ||
MoonLake AG Common Shares | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 5,250 | |||
MoonLake AG Common Shares | Class C Ordinary Shares | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 2,051,961 | 15,775,472 | ||
MoonLake AG Common Shares | Class C Ordinary Shares | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 176,603 | |||
MoonLake AG Common Shares | Class A Ordinary Shares | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 2,051,961 | |||
MoonLake AG Common Shares | Class A Ordinary Shares | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Conversion and transfer of shares between classes (in shares) | 176,603 |