0001558370-23-006062 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-37558
Entity Registrant Name	Nabriva Therapeutics plc
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	Alexandra House, Office 225/227,
Entity Address, Address Line Two	The Sweepstakes
Entity Address, City or Town	Dublin 4
Entity Address, Country	IE
Entity Tax Identification Number	00-0000000
Entity Address, Postal Zip Code	00000
City Area Code	353 1
Local Phone Number	649 2000
Title of 12(b) Security	Ordinary Shares, nominal value $0.01 per share
Trading Symbol	NBRV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 11.6
Entity Shares Outstanding		3,201,456
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Philadelphia, Pennsylvania
Entity Central Index Key	0001641640
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 12,414	$ 47,659
Restricted cash	123	175
Short-term investments		16
Accounts receivable, net and other receivables	6,742	12,751
Inventory	9,676	14,509
Prepaid expenses	2,149	5,155
Total current assets	31,104	80,265
Property and equipment, net	280	233
Intangible assets, net	3	31
Other non-current assets	378	380
Total assets	31,765	80,909
Current liabilities:
Current portion of long-term debt	4,833	3,765
Accounts payable	5,431	4,372
Accrued expense and other current liabilities	17,341	13,829
Deferred revenue		374
Total current liabilities	27,605	22,340
Non-current liabilities:
Long-term debt	388	4,265
Other non-current liabilities	479	954
Total non-current liabilities	867	5,219
Total liabilities	28,472	27,559
Commitments and contingencies (Note 15)
Stockholders' equity:
Ordinary shares, nominal value $0.01, 12,000,000 ordinary shares authorized at December 31, 2022; 3,201,417 and 2,268,612 issued and outstanding at December 31, 2022 and December 31, 2021, respectively	32	23
Preferred shares, nominal value $0.01, 100,000,000 shares authorized at December 31, 2022; None issued and outstanding
Additional paid in capital	656,095	648,976
Accumulated other comprehensive income	27	27
Accumulated deficit	(652,861)	(595,676)
Total stockholders' equity	3,293	53,350
Total liabilities and stockholders' equity	$ 31,765	$ 80,909

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Ordinary stock, nominal value (in dollars per share)	$ 0.01	$ 0.01
Ordinary stock, authorized shares	12,000,000	12,000,000
Ordinary stock, issued shares	3,201,417	2,268,612
Ordinary stock, outstanding shares	3,201,417	2,268,612
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares	100,000,000	100,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 36,935	$ 28,895	$ 5,027
Operating expenses:
Cost of revenues	(28,581)	(13,148)	(766)
Loss on inventory commitments	(4,317)
Research and development expenses	(14,263)	(12,630)	(15,102)
Selling, general and administrative expenses	(45,264)	(51,645)	(55,285)
Total operating expenses	(92,425)	(77,423)	(71,153)
Loss from operations	(55,490)	(48,528)	(66,126)
Other income (expense):
Other income, net	571	469	1,187
Interest expense, net	(698)	(901)	(1,649)
Loss on extinguishment of debt			(2,757)
Loss before income taxes	(55,617)	(48,960)	(69,345)
Income tax expense	(1,568)	(490)	(139)
Net loss	$ (57,185)	$ (49,450)	$ (69,484)
Loss per share
Basic loss ($ per share)	$ (21.32)	$ (28.52)	$ (135.23)
Diluted loss ($ per share)	$ (21.32)	$ (28.52)	$ (135.23)
Weighted average number of shares:
Basic (in shares)	2,681,968	1,733,978	513,804
Diluted (in shares)	2,681,968	1,733,978	513,804
Product revenue, net
Revenues:
Total revenues	$ 34,742	$ 23,386	$ 108
Collaboration revenue
Revenues:
Total revenues	926	3,830	2,756
Research premium and grant revenue
Revenues:
Total revenues	$ 1,267	$ 1,679	$ 2,163

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Common stock/Ordinary shares	Additional paid in capital	Accumulated other comprehensive income	Accumulated deficit	Total
Stockholders' equity, beginning balance at Dec. 31, 2019	$ 4	$ 517,985	$ 27	$ (476,742)	$ 41,274
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2019	378
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
Issuance of ordinary shares	$ 4	61,056			61,060
Issuance of ordinary shares (in shares)	463
Shares issued in connection with the employee stock purchase plan		43			43
Shares issued in connection with the vesting of restricted stock units (in shares)	2
Equity transaction costs		(4,977)			(4,977)
Stock-based compensation expense		5,219			5,219
Net loss				(69,484)	(69,484)
Stockholders' equity, ending balance at Dec. 31, 2020	$ 8	579,326	27	(546,226)	33,135
Stockholders' equity, ending balance (in shares) at Dec. 31, 2020	843
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
Issuance of ordinary shares	$ 15	70,123			70,138
Issuance of ordinary shares (in shares)	1,398
Shares issued in connection with the vesting of restricted stock units		2			2
Shares issued in connection with the vesting of restricted stock units (in shares)	3
Equity transaction costs		(3,766)			(3,766)
Equity transaction costs (in shares)	25
Stock-based compensation expense		3,291			3,291
Net loss				(49,450)	(49,450)
Stockholders' equity, ending balance at Dec. 31, 2021	$ 23	648,976	27	(595,676)	53,350
Stockholders' equity, ending balance (in shares) at Dec. 31, 2021	2,269
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
Issuance of ordinary shares	$ 9	5,575			5,584
Issuance of ordinary shares (in shares)	924
Shares issued in connection with the vesting of restricted stock units		1			1
Shares issued in connection with the vesting of restricted stock units (in shares)	8
Equity transaction costs		(333)			(333)
Stock-based compensation expense		1,876			1,876
Net loss				(57,185)	(57,185)
Stockholders' equity, ending balance at Dec. 31, 2022	$ 32	$ 656,095	$ 27	$ (652,861)	$ 3,293
Stockholders' equity, ending balance (in shares) at Dec. 31, 2022	3,201

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (57,185)	$ (49,450)	$ (69,484)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash other income, net	43	424	50
Non-cash interest expense	363	404	636
Loss on extinguishment of debt			2,757
Loss on inventory commitments	4,317
Depreciation and amortization expense	217	356	417
Amortization of right-of-use assets		281	403
Stock-based compensation	1,967	3,291	5,219
Other	(166)	(6)	62
Changes in operating assets and liabilities:
(Increase) decrease in other non-current assets	2	(10)	8
(Increase) decrease in accounts receivable, net and other receivables and prepaid expenses	9,015	(8,117)	(5,887)
(Increase) decrease in inventory	4,833	(8,686)	(5,141)
Increase (decrease) in accounts payable	1,093	1,581	(1,813)
Increase in accrued expenses and other liabilities	(1,147)	946	714
Increase (decrease) in deferred revenue	(374)	(376)	750
Decrease in other non-current liabilities	(69)	(189)	(2)
Increase (decrease) in income tax liabilities	380	(6)	(20)
Net cash used in operating activities	(36,711)	(59,557)	(71,331)
Cash flows from investing activities
Purchases of equipment and intangible assets	(211)	(25)	(113)
Other	(52)	(56)	(161)
Net cash used in investing activities	(263)	(81)	(274)
Cash flows from financing activities
Proceeds from exercise of warrants			665
Proceeds from issuance of ordinary shares and warrants	2,123	27,911	53,460
Proceeds from at-the-market facility	3,460	42,280	7,520
Proceeds from employee stock purchase plan			43
Repayments of long-term borrowings	(2,921)		(30,000)
Repayments of warrants	(406)
Equity transaction costs	(405)	(3,825)	(4,764)
Net cash provided by financing activities	1,851	66,366	26,924
Effects of exchange rate changes on the balance of cash held in foreign currencies	(174)	(484)	(140)
Net increase/(decrease) in cash, cash equivalents and restricted cash	(35,297)	6,244	(44,821)
Cash, cash equivalents, and restricted cash at beginning of year	47,834	41,590	86,411
Cash, cash equivalents and restricted cash at end of year	12,537	47,834	41,590
Supplemental disclosure of cash flow information:
Interest paid	406	497	1,396
Taxes paid	1,000	513	4
Equity transaction costs included in accounts payable and accrued expenses	$ 640	$ 712	$ 765

Organization and Business Activities

12 Months Ended

Dec. 31, 2022

Organization and Business Activities

Organization and Business Activities

1. Organization and Business Activities

Nabriva Therapeutics plc, or Nabriva Ireland, together with its wholly owned and consolidated subsidiaries, Nabriva Therapeutics GmbH, or Nabriva Austria, Nabriva Therapeutics US, Inc., Zavante Therapeutics, Inc., or Zavante, and Nabriva Therapeutics Ireland DAC, collectively, Nabriva, or the Company, is a biopharmaceutical company that historically engaged in the commercialization and research and development of novel anti-infective agents to treat serious infections. The Company has the commercial rights to two approved products, SIVEXTRO and XENLETA, as well as one development product candidate, CONTEPO. The Company’s headquarters are located at Alexandra House, Office 225/227, The Sweepstakes, Dublin 4, Ireland.

As part of a plan approved by its board of directors on January 4, 2023 to preserve its cash to adequately fund an orderly wind down of its operations, or the Cash Preservation Plan, the Company has reduced its operations to those necessary to: (i) make SIVEXTRO and XENLETA commercially available to wholesale customers; (ii) identify and explore, with the assistance of Torreya Capital, a range of strategic options, including the sale, license or other disposition of one or more of its assets, technologies or products, including XENLETA and CONTEPO; and (iii) wind down its business. The Company has no intention of resuming any active sales promotion or research and development activities. Also as part of the Cash Preservation Plan, the Company’s board of directors determined to terminate all of the Company’s employees not deemed necessary to execute an orderly wind down of the Company’s operations.

In January 2023, the Company settled all outstanding balances due to Hercules Capital, Inc., or Hercules, and removed all secured liens on all of its assets. The Company also terminated its agreement with Amplity Health, the contract sales organization responsible for promoting SIVEXTRO and XENLETA and, on January 31, 2023, entered into a letter agreement, or the Letter Agreement, relating to the Company’s Sales Promotion and Distribution Agreement, or the Distribution Agreement, with MSD International GmbH, or MSD, and Merck Sharp & Dohme Corp., or the Supplier, to begin transition responsibility for the promotion and distribution of SIVEXTRO back to Merck & Co. Inc., or Merck, as of June 30, 2023. Although the Company has ceased its active commercialization efforts, the Company expects to continue to make XENLETA and, for the remaining term of the Distribution Agreement, SIVEXTRO commercially available to wholesale customers.

The Company has retained Torreya Capital to advise on its exploration of a range of strategic options. While the Company continues to work with Torreya Capital on identifying and evaluating potential strategic options with the goal of maximizing value, the Company is currently focused, as part of its Cash Preservation Plan, on the sale of its existing assets, including XENLETA and CONTEPO. In the event that the Company’s board of directors determines that a liquidation and dissolution of the Company’s business approved by shareholders is the best method to maximize shareholder value, the Company would file proxy materials with the Securities and Exchange Commission and schedule an extraordinary meeting of its shareholders to seek approval of such a plan as required.

Liquidity

The Company follows the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 205-40, Presentation of Financial Statements — Going Concern, or ASC 205-40, which requires management to assess the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Since its inception, the Company has incurred net losses and generated negative cash flows from its operations which has resulted in a significant accumulated deficit to date. The Company has financed its operations through the sale of equity securities, convertible and term debt financings and research and development support from governmental grants and proceeds from its licensing agreements. As of December 31, 2022, the Company had cash and cash

equivalents and restricted cash of $12.5 million. In connection with the Company’s assessment of going concern, management has determined the Company’s liquidity condition and its existing financial obligations raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are filed, if it does not monetize of at least one of the Company’s assets. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company aims to complete an asset monetization deal; however, completing an asset monetization is not entirely within the Company’s control. Therefore, the Company may not have sufficient cash flows to fund its operations for the next twelve months after the date the consolidated financial statements are issued and therefore, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for one year from the date these consolidated financial statements are issued.

While the Company has raised capital in the past, the ability to raise capital in future periods is not considered probable, as defined under the accounting standards. As such, under the requirements of ASC 205-40, management may not consider the potential for future capital raises in their assessment of the Company’s ability to meet its obligations for the next twelve months.

In May 2021, the Company entered into an Open Market Sale Agreement, or the Sale Agreement, with Jefferies, LLC, or Jefferies as agent, pursuant to which the Company may offer and sell ordinary shares, for aggregate gross sale proceeds of up to $50.0 million, from time to time through Jefferies, by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. As of December 31, 2022, the Company has issued and sold an aggregate of 1,429,729 ordinary shares pursuant to the Sale Agreement and received gross proceeds of $33.9 million and net proceeds of $32.5 million, after deducting commissions to Jefferies and other offering expenses. From January 1, 2023 and through the date of this filing, the Company did not sell any shares under the Sale Agreement.

In September 2021, the Company entered into a purchase agreement, or Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which, subject to the terms and conditions, provides that the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $23.0 million of its ordinary shares. In addition, under the Purchase Agreement, the Company agreed to issue a commitment fee of 25,298 ordinary shares, or the Commitment Shares, as consideration for Lincoln Park entering into the Purchase Agreement and for the payment of $0.01 per Commitment Share. Under the Purchase Agreement, the Company may from time to time, at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 16,000 ordinary shares if the closing sale price of its ordinary shares is not below $0.25 per share on Nasdaq, (ii) 24,000 ordinary shares if the closing sale price of its ordinary shares is not below $50.00 per share on Nasdaq or (iii) 32,000 ordinary shares if the closing sale price of its ordinary shares is not below $75.00 per share on Nasdaq. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $2.5 million absent a mutual agreement to increase such amount. As of December 31, 2022, the Company has issued and sold an aggregate of 320,000 ordinary shares pursuant to the Purchase Agreement and received net proceeds of $4.6 million. From January 1, 2023 and through the date of this filing, the Company did not sell any shares under the Purchase Agreement. As of the date of this filing, the Company may issue and sell ordinary shares for gross proceeds of up to $18.5 million under the Purchase Agreement, subject to the Nasdaq rules which may limit the Company’s ability to make sales of its ordinary shares to Lincoln Park in excess of a specified amount without prior shareholder approval.

Based on its current operating plans, the Company expects that its existing cash, cash equivalents and restricted cash and short-term investments as of the date of this filing will be sufficient to enable the Company to fund its operating expenses into at least June 2023. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could use its capital resources sooner than expected. This estimate assumes, among other things, that the Company does not obtain any additional funding through grants and clinical trial support or collaboration agreements or from the monetization of one or more of its assets. The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Preparation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or US GAAP, and SEC regulations for annual reporting. The consolidated financial statements include the accounts of Nabriva Therapeutics plc and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reverse Stock Split

On September 16, 2022, the Company filed an Amended and Restated Memorandum and Articles of Association of the Company with the Irish Companies Registration Office and effected, a one-for-twenty five reverse stock split (the “Reverse Stock Split”) of the Company’s ordinary shares. As a result of the Reverse Stock Split, every twenty five ordinary shares in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional ordinary share were instead entitled to receive a proportional cash payment. All ordinary share, per share and related information presented in the consolidated financial statements and notes has been retroactively adjusted to reflect the Reverse Stock Split.

Functional Currency Transactions and Balances

In preparing the consolidated financial statements, transactions in currencies other than the U.S. dollar are recognized at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Cash as of December 31, 2022 solely consisted of deposits at banking institutions, which may exceed Federal Deposit Insurance Corporation insured limits.

Short-term Investments

The Company has designated its investments in securities as available-for-sale securities and measures these securities at their respective fair values. Investments that mature in one year or less are classified as short-term available-for-sale securities. Investments that are not considered available for use in current operations are classified as long-term available-for-sale securities. Changes in the fair value of available-for-sale investments are recognized in other comprehensive income (loss).

Inventory

Inventory is stated at the lower of cost or net realizable value. Inventory is valued on a first-in, first-out basis and consists primarily of material costs, third-party manufacturing costs, and related transportation costs along the Company's supply chain. The Company capitalizes inventory upon regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized;

otherwise, such costs are recorded as research and development expense. Costs of drug product to be consumed in any current or future clinical trials will continue to be recognized as research and development expense and costs of sample inventory is recorded as selling, general and administrative expense. The Company reviews inventories for realization on a quarterly basis and records provisions for estimated excess, slow-moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value when necessary.

The components of our inventory at December 31, 2022 and 2021 are as follows:


		As of		As of
		December 31,		December 31,
(in thousands)		2022		2021
XENLETA raw materials	$	916	$	1,528
XENLETA work in process		4,658		9,142
XENLETA finished goods		640		18
Total XENLETA		6,214		10,688
SIVEXTRO finished goods		3,462		3,821
Total inventory	$	9,676	$	14,509

As of December 31, 2022, the Company has $0.9 million of prepaid inventory of XENLETA included in prepaid expenses in the consolidated balance sheet.

As a result of the Company’s intention to wind down operations, the Company made an assessment of the net realizable value of XENLETA inventory as of December 31, 2022, based mainly on the potential to monetize any inventory that may be included in an asset sale of XENLETA. The Company will continue to make XENLETA commercially available in the US during the transition period as the Company prepares to wind down operations. In conjunction with XENLETA, the Company adjusted the value of inventory and prepaid inventory as of December 31, 2022 with an adjustment of $5.6 million. The Company is in ongoing discussions to sell the product rights of XENLETA, its related inventory, and potentially assign certain contractual commitments. SIVEXTRO finished goods are expected to sell through during the remainder of the Transition Services Agreement with Merck & Co through June 30, 2023. As such, no adjustments were needed for SIVEXTRO finished goods as of December 31,2022.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows: 3-5 years for IT equipment, 5-10 years for laboratory equipment and 3-10 years for office equipment. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. When assets are sold or otherwise disposed of, the difference between the net proceeds, if any, and the net carrying amount of the asset is recognized as a gain or a loss in other operating income or expenses.

Intangible Assets and Other Long-lived Assets

Intangible assets, such as acquired computer software licenses, are capitalized on the basis of the costs incurred to acquire the software and bring it into use. These costs are amortized on a straight-line basis over their estimated useful lives (3-10 years).

Long-lived assets are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss would be recognized when undiscounted cash flows expected to be generated by an asset, is less than its carrying amount. The impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value and recognized in these financial statements.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment, which is the commercialization and development of novel anti-infective agents to treat serious and life-threatening infections.

Revenue Recognition—The Company recognizes revenue from sales of its commercial products in accordance with ASC 606, Revenue from Contracts with Customers, or ASC 606.

Net Product Revenue

In September 2019, the Company launched XENLETA and in April 2021 the Company began exclusive distribution of SIVEXTRO in the United States and certain of its territories. The Company sells its products principally to a limited number of specialty distributors and wholesalers. The Company recognizes revenue once it has transferred physical possession of the goods and the customer obtains legal title to the product. Payment terms between Nabriva and its customers are generally approximately 60 days from the invoice date. In addition to distribution agreements with customers, the Company enters into arrangements with health care providers and payers that provide for government mandated and/or privately negotiated rebates, chargebacks and discounts with respect to the purchase of its product.

The transaction price that the Company recognizes as revenue reflects the amount it expects to be entitled to in connection with the sale and transfer of control of product to its customers. At the time that the Company’s customers take control of the product, which is when the Company’s performance obligation under the sales contracts is complete, the Company records product revenues net of applicable reserves for various types of variable consideration. The types of variable consideration are as follows:

●

fees-for-service;

●

product returns;

●

chargebacks and rebates;

●

government rebates;

●

commercial payer and other rebates;

●

Group Purchasing Organizations, or GPO, administration fees; and

●

voluntary patient assistance programs.

In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates prescription demand from retail pharmacies, specialty pharmacies, hospital demand, buying patterns by hospitals, hospital systems and/or group purchasing organizations and the levels of inventory held by distributors and customers. The Company also analyzes third party end usage product consumption patterns to gauge demand for its products. Making these determinations involves analyzing third party industry data to determine whether trends in historical channel distribution patterns will predict future product sales. The Company receives data periodically from its customers on inventory levels and historical channel sales mix, and the Company considers this data when determining the amount of the allowances and accruals for variable consideration.

In assessing the amount of net revenue to record, the Company considers both the likelihood and the magnitude of the revenue reversal. Actual amounts of consideration ultimately received may differ from the Company’s estimates.

If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. The specific considerations the Company uses in estimating these amounts related to variable consideration associated with the Company’s products are as follows:

Fees-for-service – The Company offers discounts and pays certain distributor service fees which are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company does not consider the fees separate from the distributors’ purchase of the product. The Company records its fee-for-service accruals based on distributors’ purchases and the applicable discount rate.

Product returns – Generally, the Company’s customers have the right to return products during the 18-month period beginning six months prior to the labeled expiration date and ending twelve months after the labeled expiration date. Since the Company has a limited history of SIVEXTRO and XENLETA returns, the Company estimated returns based on industry data for comparable products in the market. As the Company distributes its product and establishes historical sales over a longer period of time, the Company will be able to place more reliance on historical purchasing, demand and return patterns of its customers when evaluating its reserves for product returns. The Company’s XENLETA product has a forty-eight month shelf life and SIVEXTRO has a thirty-six month shelf life.

The Company’s customers also have the right to return excess inventory on new products that do not yield forecasted sales. To the extent the Company’s customers determine that the quantities they purchased are in excess of their customers demand, product returns could increase in excess of what the Company has currently reserved which would result in a reduction to net revenues in future periods.

At the end of each reporting period for any of its products, the Company may decide to constrain revenue for product returns based on information from various sources, including channel inventory levels and dating and sell-through data, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products.

Chargebacks and rebates – Chargebacks are discounts that occur when certain contracted customers, which currently consist primarily of group purchasing organizations, public health service institutions, and Federal government entities purchasing via the Federal Supply Schedule, purchase directly from the Company’s wholesalers or specialty distributors. Contracted customers generally purchase the product at a discounted price. The Company provides a credit to its wholesaler or specialty distributor customers (i.e., chargeback), representing the difference between the customer’s acquisition list price and the discounted price. The calculation of the accrual for chargebacks and rebates is based on estimates of claims and their associated cost that the Company expects to receive associated with product sales that have been recognized as revenue but remain in the distribution channel as inventory at the end of each reporting period.

Government rebates –The Company is subject to discount obligations primarily under state Medicaid and Medicare programs. The Company estimates its Medicaid and Medicare rebates based upon a range of possible outcomes that are probability-weighted for the estimated payer mix. These reserves are recorded in the same period the related product revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability that is included in accrued expenses on the consolidated balance sheet. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom the Company will owe an additional liability under the Medicare Part D program. The calculation of the accrual for government rebates is based on estimates of claims and their associated cost that the Company expects to receive associated with product sales that have been recognized as revenue but remain in the distribution channel as inventory at the end of each reporting period.

Commercial payer and other rebates – The Company contracts with certain private payer organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of SIVEXTRO and XENLETA and contracted formulary status. The Company estimates these rebates and records reserves for such estimates in the same period the related revenue is recognized. Currently, the reserve for customer payer rebates considers future utilization based on third party studies of payer prescription data; the utilization is applied to product that remains in the distribution and retail pharmacy channel inventories at the end of each reporting period. The calculation of the accrual for commercial payer and other rebates is based on estimates of claims and their associated

cost that the Company expects to receive associated with product sales that have been recognized as revenue but remain in the distribution channel as inventory at the end of each reporting period.

GPO administration fees – The Company contracts with GPOs and pays administration fees related to contacting and membership management services provided. In assessing if the consideration paid to the GPO should be recorded as a reduction in the transaction price, the Company determines whether the payment is for a distinct good or service or a combination of both. Since GPO fees are not specifically identifiable, the Company does not consider the fees separate from the purchase of the product. Additionally, the GPO services generally cannot be provided by a third party. Because of these factors, the consideration paid is considered a reduction of revenue.

Patient assistance – The Company offers certain voluntary patient assistance programs for prescriptions, such as co-pay assistance programs, which are intended to provide financial assistance to qualified commercially insured patients with prescription drug co-payments required by payers. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product sales that have been recognized as revenue but remains in the distribution channel as inventory at the end of each reporting period.

At the end of each reporting period, the Company will adjust its variable consideration estimates for product returns, chargebacks, and rebates when the Company believes actual experience may differ from current estimates.

Cost of Revenues

Cost of revenues for XENLETA primarily represents direct and indirect manufacturing costs, while cost of revenues for SIVEXTRO represent the actual purchase cost for the finished product from Merck. For the years ended December 31, 2022 and 2021, cost of revenues include a $5.2 million and $0.3 million non-cash charge for the net realizable value of inventory related to the potential asset sale of XENLETA and the timing of expiry dating, respectively.

Research Premium and Grant Revenue

Grant revenue comprises (a) the research premium from the Austrian government, (b) grants received from the Austrian Research Promotion Agency (Österreichische Forschungsförderungsgesellschaft, or FFG), and (c) the benefit of government loans at below-market interest rates.

The research premium the Company receives from the Austrian government is calculated at a specified percent of specified research and development cost base. The Company recognizes the research premium as long as it has incurred research and development expenses. All grants are non-refundable as long as the conditions of the grant are met. Nabriva is and has been in full compliance with the conditions of the grants and all related regulations.

Research and Development Expenses

All research and development costs are expensed as incurred. Research and development costs included direct personnel and material costs, related overheads, depreciation of equipment used for research or development purposes; costs for clinical research; costs for the utilization of third parties’ patents for research and development purposes and other taxes related to research facilities.

Share-based Payments

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award in accordance with ASC 718, Compensation—Stock Compensation. The fair value of stock options is estimated using the Black-Scholes option pricing model. All grants under share-based payment programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (vesting period). The Company accounts for forfeitures as incurred. Compensation expense for options granted to non-employees is determined as the

fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.

Leases

The Company follows ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors.

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use, or ROU, assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the remaining lease term. ROU assets are included in property and equipment, and operating lease liabilities are included in accrued expenses on the Company’s consolidated balance sheet. The Company has elected not to recognize ROU assets or lease liabilities for short-term leases. Since none of the Company’s lease agreements provide an implicit rate, the Company estimates an incremental borrowing rate over the lease term in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In recognizing the benefit of tax positions, the Company has taken or expects to take, the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company’s policy is to record interest and penalties related to tax matters in income tax expense.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company has not adopted any new accounting pronouncements for the year ended December 31, 2022, nor are there any recently issued accounting pronouncements that are expected to have a material impact on the Company´s consolidated financial statements in future periods.

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Measurement

Fair Value Measurement

3. Fair Value Measurement

US GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

●

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

●

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (as exchange rates).

●

Level 3: Valuation techniques that include inputs for the asset or liability that are not based on observable market data (those are unobservable inputs) and significant to the overall fair value measurement.

The following table presents the financial instruments measured at fair value and classified by level according to the fair value measurement hierarchy:

(in thousands)

Level 1

Level 2

Level 3

Total

December 31, 2022

Assets:

Cash equivalent:

Money market fund

—

Total assets

—


(in thousands)	Level 1		Level 2		Level 3		Total
December 31, 2021
Assets:
Cash equivalent:
Money market fund	$	8,050	$	—	$	—	$	8,050
Short-term investments:
Term deposits		16		—		—		16
Total assets	$	8,066	$	—	$	—	$	8,066

There were no transfers between levels in the years ended December 31, 2022 and 2021. There were no changes in valuation techniques during the years ended December 31, 2022 and 2021.

As of December 31, 2022 and 2021, the Company did not hold any financial instruments as liabilities that were held at fair value. The Company believes that the carrying value of its long-term debt approximates fair value based on current interest rates. Receivables and accounts payable are carried at their historical cost which approximates fair value due to their short-term nature.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accounts Receivable, net and Other Receivables

12 Months Ended

Dec. 31, 2022

Accounts Receivable, net and Other Receivables

Accounts Receivable, net and Other Receivables

4. Accounts Receivable, net and Other Receivables

Accounts receivable, net and other receivables include the following:


	As of December 31
(in thousands)	2022		2021
Receivables from customers, net	$	3,208	$	8,778
Receivables from collaborative arrangements		274		2,193
Research premium		2,472		1,237
Other receivables		788		543
Total accounts receivable, net and other receivables	$	6,742	$	12,751

The following table summarizes balances and activity of product revenue allowances and reserves:


	As of December 31,
		2022		2021
Receivables from customers	$	5,168	$	10,149
Less: fee for service		(832)		(924)
Less: chargeback reserve		(902)		(249)
Less: cash discount		(226)		(198)
Receivables from customers, net	$	3,208	$	8,778

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property and Equipment

Property and Equipment

5. Property and Equipment

Property and equipment was comprised of the following:


	As of December 31
(in thousands)	2022		2021
IT equipment	$	1,095	$	1,083
Laboratory equipment		3,604		3,404
Other equipment		100		101
		4,799		4,588
Less: Accumulated depreciation		(4,519)		(4,355)
Property and equipment, net	$	280	$	233

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities include the following:


	As of December 31
(in thousands)		2022		2021
Research and development related costs	$	707	$	789
Payroll and related costs		1,737		5,085
Accounting, tax and audit services		552		736
Manufacturing and inventory		8,113		592
Product returns		784		2,282
Government rebates		2,028		1,751
Other accrued gross to net		2,129		1,090
Other		1,291		1,504
Total accrued expenses and other current liabilities	$	17,341	$	13,829

As of December 31, 2022, accrued manufacturing and inventory includes a $4.3 million provision for the potential loss on some existing commitments and contingencies. The purchase obligations may be mitigated through the use of commercially reasonable efforts to reallocate resources to other projects should the Company provide adequate notice in advance of any annual commitments. Additionally, as part of the asset sale process some of the other contractual commitments may be transferred as part of any potential transaction.

Product return activity during the years ended December 31, 2022, 2021 and 2020 were as follows:


	2022		2021		2020
Balance at January 1	$	2,282	$	349	$	33
Provision recorded during the period		526		2,043		431
Credits issued during the period		(2,024)		(110)		(115)
Balance at December 31	$	784	$	2,282	$	349

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

7. Debt

In December 2018, the Company entered into the Loan Agreement by and among the Company, Nabriva Therapeutics Ireland DAC, and certain other subsidiaries of the Company and Hercules Capital, Inc., or Hercules, pursuant to which a term loan of up to an aggregate principal amount of $75.0 million was available to the Company. The Loan Agreement initially provided for an initial term loan advance of $25.0 million, which was funded in December 2018, and, at the Company’s option and subject to the occurrence of certain funding conditions, several additional tranches of which $10.0 million became available upon the approval by the FDA of the NDA for XENLETA, which was drawn down.

Prior to repayment, the term loan bore interest at an annual rate equal to the greater of 9.80% or 9.80% plus the prime rate of interest minus 5.50%. Effective September 22, 2022 the prime rate increased to 6.25%, which increased the interest on the loan with Hercules to 10.55%. The Loan Agreement provided for interest-only payments through July 1, 2021 and repayment of the outstanding principal balance of the term loan thereafter in monthly installments through June 1, 2023, or the Maturity Date. In addition, the Company was required to pay a fee of 6.95% of the aggregate amount of advances under the Loan Agreement at the Maturity Date, or the End of Term Fee. At the Company’s option, the Company was entitled to elect to prepay any portion of the outstanding term loan that is greater than or equal to $5.0 million by paying such portion of the principal balance and all accrued and unpaid interest thereon plus a prepayment charge equal to the following percentage of the principal amount being prepaid, or the Prepayment Fee: (i) 3.0% if the term loan was prepaid during the first 12 months following the initial closing, (ii) 2.0% if the term loan was prepaid after 12 months following the initial closing but before 24 months following the initial closing and (iii) 1.0% if the term loan was prepaid any time thereafter but prior to the Maturity Date.

On March 11, 2020, the Company entered into an amendment, or the Third Amendment, to its Loan Agreement with Hercules. Pursuant to the Third Amendment, the Company repaid $30.0 million of the $35.0 million in aggregate principal amount of debt outstanding under the Loan Agreement, or the Prepayment. The Company determined to enter into the Third Amendment following the effectiveness of a performance covenant in February 2020 under which it became obligated to either (1) achieve 80% of its net product revenue sales target over a trailing six-month period, or (2) maintain an amount of cash and cash equivalents in accounts pledged to Hercules plus a specified amount of eligible accounts receivables equal to the greater of the amount outstanding under the Loan Agreement or $40.0 million. Under the Third Amendment, the Company and Hercules agreed to defer the end of term loan charge payment of $2.1 million that would have otherwise become payable on the date of the Prepayment and to reduce the Prepayment Fee with respect to the Prepayment from $600,000 to $300,000 and to defer its payment, in each case, until June 1, 2023 or such earlier date on which all loans under the Loan Agreement were repaid or become due and payable. The Third Amendment also reset the revenue performance covenant to 70% of targeted revenue based on a revised net product revenue forecast and lowered the minimum liquidity requirement to $3.0 million in cash and cash equivalents, in each case, following the Prepayment. The new minimum liquidity requirement would not have applied if CONTEPO received regulatory approval from the FDA and the Company achieved at least 70% of its revised net product revenue targets under the Loan Agreement.

On June 2, 2021, the Company entered into a further amendment, or the Fourth Amendment, to its Loan and Security Agreement with Hercules. Pursuant to the Fourth Amendment, the date on which the Company was required to commence repaying principal under the Loan Agreement was extended to April 1, 2022. The Company began making interest and principal payments in April 2022. In addition, pursuant to the Fourth Amendment, the minimum liquidity requirement of $3.0 million in cash and cash equivalents would have been waived at any time the Company had recognized $15.0 million of net product revenue during the applicable trailing three months.

The Company incurred $1.3 million of costs in connection with the Loan Agreement which along with the initial fee of $0.7 million paid to Hercules were recorded as debt issuance cost and were being amortized as interest expense using the effective interest method over the term of the loan. In connection with the Third Amendment, the Company recognized a non-cash $2.7 million loss on the extinguishment of debt during the three months ended March 31, 2020 which represented the excess of the reacquisition price of the $30.0 million debt repaid over the net carrying amount of the extinguished debt. The carrying value of the term loan payable at December 31, 2022 includes the present value of the End of Term Fee and the Prepayment Fee. The End of Term Fee on the remaining $2.1 million principal balance was being accrued as additional interest expense using the effective interest method over the term of the loan.

On January 5, 2023 the Company repaid $4.5 million to Hercules Capital, including principal, accrued and unpaid interest, fees and other expenses, under its loan agreement. Effective at the time of repayment, the Hercules loan agreement was terminated, and Hercules released all security interests held on the assets of the Company and its subsidiaries.

Long-term debt as December 31, 2022 and 2021 consisted of the following:


		As of		As of
		December 31,		December 31,
(in thousands)		2022		2021
Term loan payable	$	2,079	$	5,000
End of term fee		2,615		2,331
Unamortized debt issuance costs		(55)		(145)
Carrying value of term loan		4,639		7,186
Other debt		582		844
Less: Amounts due within one year		(4,833)		(3,765)
Total long-term debt	$	388	$	4,265

As of December 31, 2022, the maturities of the Company’s long-term debt were as follows:


(in thousands)
2023	$	5,006
2024	$	194
2025	$	194

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

8. Stockholders’ Equity

In September 2021, the Company entered into a purchase agreement, or Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which, subject to the terms and conditions, provides that the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $23.0 million of its ordinary shares. In addition, under the Purchase Agreement, the Company agreed to issue a commitment fee of 25,298 ordinary shares, or the Commitment Shares, as consideration for Lincoln Park entering into the Purchase Agreement and for the payment of $0.01 per Commitment Share. Under the Purchase Agreement, the Company may from time to time, at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 16,000 ordinary shares if the closing sale price of the Company’sordinary shares is not below $0.25 per share on Nasdaq, (ii) 24,000 ordinary shares if the closing sale price of the Company’s ordinary shares is not below $50.00 per share on Nasdaq or (iii) 32,000 ordinary shares if the closing sale price of the Company’s ordinary shares is not below $75.00 per share on Nasdaq. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. Notwithstanding the foregoing, the Company may direct Lincoln Park to purchase on any single business day ordinary shares with a purchase price equal to or greater than $200,000 irrespective of the number of ordinary shares required to approximate that amount. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $2.5 million absent a mutual agreement to increase such amount. As of December 31, 2022, the Company has issued and sold an aggregate of 320,000 ordinary shares pursuant to the Purchase Agreement and received net proceeds of $4.6 million.

From January 1, 2023 and through the date of this filing, the Company did not sell any shares under the Purchase Agreement. As of the date of this filing, the Company may issue and sell ordinary shares for gross proceeds of up to $18.5 million under the Purchase Agreement, subject to the Nasdaq rules which may limit its ability to make sales of its ordinary shares to Lincoln Park in excess of a specified amount without prior shareholder approval.

In May 2021, the Company entered into an Open Market Sale Agreement^SM, or the Sale Agreement, with Jefferies, LLC, or Jefferies, as agent, pursuant to which it may offer and sell ordinary shares, from time to time through Jefferies, by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Upon entry into the Sale Agreement, the Company’s existing ATM agreement with Jefferies entered into in June 2019 was terminated. The Company did not incur any termination penalties as a result of the replacement of the prior agreement with Jefferies. As of December 31, 2022, the Company has issued and sold an aggregate of 1,429,729 ordinary shares pursuant to the Sale Agreement and received gross proceeds of $33.9 million and net proceeds of $32.5 million, after deducting commissions to Jefferies and other offering expenses. From January 1, 2023 and through the date of this filing, the Company did not sell any shares under the Sale Agreement.

In March 2021, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it agreed to issue and sell in a registered direct offering (1) an aggregate of 390,440 ordinary shares, $0.01 nominal value per share, and accompanying warrants to purchase up to an aggregate of 195,220 ordinary shares and (2) pre-funded warrants to purchase up to an aggregate of 24,000 ordinary shares and accompanying ordinary share warrants to purchase up to an aggregate of 12,000 ordinary shares. Each share was issued and sold together with an accompanying ordinary share warrant at a combined price of $61.31, and each pre-funded warrant was issued and sold together with an accompanying ordinary share warrant at a combined price of $61.06. The proceeds from the offering were $25.4 million gross and $23.4 million net after deducting the placement agent’s fees and estimated offering expenses. Each pre-funded warrant had an exercise price per ordinary share equal to $0.01 and each pre-funded warrant was exercised in full on the issuance date. Each ordinary share warrant has an exercise price per ordinary share equal to $59.75, was exercisable on the date of issuance and will expire on the five-year anniversary of the date of issuance.

In December 2020, the Company completed a registered public offering in which it sold 240,000 ordinary shares at a public offering price of $62.50. The proceeds to the Company from the offering were $15.0 million gross and $13.3 million net, after deducting the placement agent’s fees and other offering expenses.

In May 2020, the Company entered into a securities purchase agreement with certain institutional investors, including Fidelity Management & Research Company, LLC pursuant to which the Company issued and sold in a registered direct offering an aggregate of 165,755 ordinary shares and accompanying warrants to purchase up to an aggregate of 165,755 ordinary shares. Each share the Company issued and sold together with an accompanying warrant at a combined price of $229.21. The proceeds to the Company from the offering were $38.0 million gross and $35.2 million net, after deducting the placement agent’s fees and other offering expenses. Each warrant was immediately exercisable and will expire on the two-year anniversary of the issuance date. As of December 31, 2022, there were no warrants outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Revenue

12 Months Ended

Dec. 31, 2022

Revenue

Revenues

9. Revenue



	Year Ended December 31,
(in thousands)	2022		2021		2020
Product revenue, net	$	34,742	$	23,386	$	108
Collaboration revenues		926		3,830		2,756
Research premium and grant revenue		1,267		1,679		2,163
Total revenues	$	36,935	$	28,895	$	5,027

Collaboration revenues for the year ended December 31, 2022 were $0.9 million related to the restructured China Region License Agreement (see Note 14), a portion of which is recognized over the estimated period the manufacturing collaboration and regulatory support will be provided to Sumitomo Pharmaceuticals (Suzhou). Collaboration revenues for the year ended December 31, 2021 include $2.6 million related to the restructured China

Region License Agreement, a portion of which is recognized over the estimated period the manufacturing collaboration and regulatory support will be provided to Sumitomo Pharmaceuticals (Suzhou), as well as $1.2 million of the Company’s share of revenues associated with the SIVEXTRO distribution agreement with Merck through April 11, 2021 (see Note 14). Collaboration revenues for the year ended December 31, 2020 includes a $0.5 million regulatory milestone payment from Sunovion Pharmaceuticals Canada Inc., or Sunovion, $1.8 million for the Company´s share of revenues associated with the SIVEXTRO distribution agreement with Merck as well as collaboration revenues associated with the restructuring of the China Region License Agreement.

The Company sells its products to pharmaceutical wholesalers/distributors (i.e., the Company’s customers). The Company’s wholesalers/distributors in turn sell the Company’s products directly to clinics, hospitals, and private practices. Revenue from the Company’s product sales is recognized as physical delivery of product occurs (when the Company’s customer obtains control of the product), in return for agreed-upon consideration.

SIVEXTRO product revenues, net of gross-to-net, or GTN, accruals and adjustments for returns were $34.5 million for the year ended December 31, 2022 and $23.8 million for the year ended December 31, 2021. For the years ended December 31, 2022, 2021 and 2020 XENLETA product revenues, net of GTN accruals and adjustments for returns, were $0.2 million, $(0.4) million and $0.1 million, respectively, including revenues from the Company´s Named Patient Program, or NPP, with WE Pharma Ltd., or WEP Clinical, of $8,000 and $17,000 for the years ended December 31, 2022 and December 31, 2021. The Company´s gross-to-net, or GTN, estimates are based upon information received from external sources (such as written or oral information obtained from the Company´s customers with respect to their period-end inventory levels and sales to end-users during the period), in combination with management’s informed judgments. Due to the inherent uncertainty of these estimates, the actual amount incurred may be materially above or below the amount initially estimated when product revenues are originally recorded, then requiring prospective adjustments to the Company’s reported product revenues, net.

For the year ended December 31, 2022, the Company recorded a $0.3 million returns reserve adjustment for shelf life expiration of certain XENLETA products. For the year ended December 31, 2021, the Company recorded a returns reserve adjustment of $1.3 million for slow-moving inventory, representing 50% of XENLETA IV inventory held at its specialty distributors, as well as an adjustment for returns from a single mail order specialty pharmacy.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share Based Payments

12 Months Ended

Dec. 31, 2022

Share Based Payments

Share Based Payments

10. Share Based Payments

Stock Plan Activity

On April 2, 2015, the Company’s shareholders, management board and supervisory board adopted the Stock Option Plan 2015, or the SOP 2015, as amended. Each vested option grants the beneficiary the right to acquire one share in the Company. The vesting period for the options is four years following the grant date. On the last day of the last calendar month of the first year of the vesting period, 25% of the options attributable to each beneficiary are automatically vested. During the second, third and fourth years of the vesting period, the remaining 75% of the options vest on a monthly pro rata basis (i.e. 2.083% per month). Options granted under the SOP 2015 have a term of no more than ten years from the beneficiary’s date of participation. With the approval of the 2017 Share Incentive Plan, there were no further shares available for issuance under the SOP 2015. However, all outstanding awards under SOP 2015 will remain in effect and continue to be governed by the terms of the SOP 2015.

On July 26, 2017, the Company’s board of directors adopted the 2017 Share Incentive Plan, or the 2017 Plan, and the shareholders approved the 2017 Plan at the Company’s Extraordinary General Meeting of Shareholders on September 15, 2017. The 2017 Plan permitted the award of share options (both incentive and nonstatutory options), share appreciation rights, or SARs, restricted shares, restricted share units, or RSUs, and other share-based awards to the Company’s employees, officers, directors, consultants and advisers. The 2017 Plan is administered by the Company’s board of directors. Under the 2017 Plan, the Company granted RSUs which vest over a period of four years with 25% vesting upon the first anniversary of the grant date and on a monthly pro rata basis thereafter over the remaining three years. During 2018, the Company granted RSUs to certain employees where vesting of the RSUs was subject to FDA approval of an NDA for XENLETA. Fifty percent (50%) of each RSU award vested upon FDA approval, and the remaining fifty percent (50%) vested on the one-year anniversary of such approval. In connection with the FDA

approval that was received in August 2019, the Company started recognizing compensation expense, as there was no compensation expense recognized on these awards prior to the FDA approval as it was determined that approval was not probable since it was outside of the Company’s control. Also during 2018, the Company granted RSUs to certain employees that have vested in three six-month increments beginning in May 2019 and ending in May 2020. Lastly, the Company granted RSUs in 2018 to certain employees where vesting of the RSUs is subject to FDA approval of an NDA for CONTEPO. Fifty percent (50%) of each RSU award will vest upon FDA approval, and the remaining fifty percent (50%) will vest on the one-year anniversary of such approval. With the approval of the 2020 Share Incentive Plan, there were no further shares available for issuance under the 2017 Plan. However, all outstanding awards under 2017 Plan will remain in effect and continue to be governed by the terms of the 2017 Plan.

On March 12, 2019, the Company’s board of directors adopted the 2019 Inducement Share Incentive Plan, or the 2019 Inducement Plan and, subject to the adjustment provisions of the 2019 Inducement Plan, reserved 8,000 ordinary shares for issuance pursuant to equity awards granted under the 2019 Inducement Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), awards under the 2019 Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company. On April 28, 2020, the board of directors resolved not to make any further awards under the 2019 Inducement Plan.

In July 2018, the Company granted a non-statutory option to purchase 3,400 of its ordinary shares and 600 performance-based RSUs to the Company’s then newly appointed Chief Executive Officer, or the former CEO. These equity awards were granted outside of the 2017 Plan and the 2019 Inducement Plan, were approved by the Company’s compensation committee and board of directors and were made as an inducement material to the former CEO entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The exercise price per share for the share option is $882.50 per share, and the option award has a ten-year term and vests over a four-year period, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining 75% of the shares underlying the option award to vest monthly over the subsequent 36-month period. The performance-based RSUs are subject to vesting as follows: 50% will vest upon certification by the board of directors of the receipt of approval by the FDA of an NDA for each of lefamulin and CONTEPO for any indication, and 50% will vest on the first anniversary of such certification by the board of directors, provided, in each case, the former CEO is performing services to the Company on the applicable vesting dates. If the FDA does not approve an NDA for both lefamulin and CONTEPO by January 31, 2020, the performance-based RSUs will terminate in full. Since CONTEPO was not approved by this date the award was forfeited. The Company also issues non-statutory options to new employees upon the commencement of their employment.

On March 4, 2020, the Company´s board of directors adopted the 2020 Share Incentive Plan, or the 2020 Plan, which was approved by the Company´s shareholders at the 2020 Annual General Meeting of Shareholders in July 2020, or 2020 AGM. As of the date of the 2020 AGM, the total number of ordinary shares reserved for issuance under the 2020 Plan was for the sum of 37,200 ordinary shares, plus the number of the Company´s ordinary shares that remained available for grant under the 2017 Plan as of immediately prior to the AGM and the number of ordinary shares subject to awards granted under the 2017 Plan and the Company´s Amended and Restated Stock Option Plan 2015, that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. The 2020 Plan provides for the grant of incentive share options, non-statutory share options, share appreciation rights, restricted share awards, restricted share units, other share-based and cash-based awards and performance awards. Under the 2020 Plan the Company granted RSUs to certain employees that vest in three six-month increments beginning in January 2021 and ending in January 2022. The Company also granted RSUs to certain employees, where vesting of the RSUs was subject to individual performance goals. During the year ended December 31, 2021, the Company granted RSUs to certain employees that vest in annual increments beginning January 2022 and ending in January 2025. Additionally, the Company granted 280 RSUs to its former Chief Medical Officer and to its former Chief Financial Officer, which vest as to 50% of the shares underlying the RSUs each year over the term of their respective consulting agreements.

At December 31, 2022, 12,788 ordinary shares were available for future issuance under the 2020 Plan.

On December 9, 2020, the Company´s board of directors adopted without stockholder approval the 2021 Inducement Share Incentive Plan, or the 2021 Inducement Plan and, subject to the adjustment provisions of the 2021 Inducement Plan, reserved 8,000 ordinary shares for issuance pursuant to equity awards granted under the 2021 Inducement Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), awards under the 2021 Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the company), as an inducement material to the individuals’ entry into employment with the Company. In September 2021, the Company’s board of directors adopted an amendment to the 2021 Inducement Plan that increased the amount of shares reserved for issuance under the plan from 8,000 shares to 20,000 shares. Options and SARs granted will be exercisable at such times and subject to such terms and conditions as the board may specify in the applicable option agreement; provided, however, that no option or SAR will be granted with a term in excess of ten years. The board will also determine the terms and conditions of restricted shares and RSUs, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

Stock Options

The following table summarizes information regarding the Company´s stock option awards:


				Weighted
			Weighted	Average
			average	Remaining	Aggregate
			exercise	Contractual	intrinsic
			price in	Term	value
	Options		$ per share	(in years)	(in thousands)
Outstanding as of January 1, 2022	53,885	$	510.34	8.0		—
Granted	24,160		11.25			—
Exercised	—		—			—
Cancelled and forfeited	(2,172)		323.43			—
Outstanding as of December 31, 2022	75,873	$	351.24	7.7	$	—
Vested and exercisable as of December 31, 2022	38,490	$	653.81	6.6	$	—

The Company has 75,873 option grants outstanding at December 31, 2022 with exercise prices ranging from $11.25 per share to $2,750.00 per share. As of December 31, 2022, there was $0.7 million of total unrecognized compensation expense related to unvested stock options, which will be recognized over the weighted-average remaining vesting period of 0.1 years.

The weighted average fair value of the stock options granted during years ended December 31, 2022, 2021 and 2020 was $11.05, $20.53 and $149.84 per share, respectively, based on a Black Scholes option pricing model using the following assumptions:


Input parameters	2022	2021	2020
Range of expected volatility	76.4% - 76.9%	75.3% ‑ 77.3%	63.7% ‑ 74.4%
Expected term of options (in years)	6.1	5.5 - 6.1	5.5 - 6.1
Range of risk-free interest rate	1.7% - 1.8%	0.8% ‑ 1.3%	0.8% ‑ 1.5%
Dividend yield	—	—	–

The expected price volatility is based on historical trading volatility of our ordinary shares under consideration of the remaining life of the options. The risk-free interest rate is based on the average of five and seven-year market yield on U.S. treasury securities in effect at the time of grant.

Restricted Stock Units (“RSUs”)

The following table summarizes information regarding the Company’s restricted share unit awards:


			Weighted
			average grant date fair
	RSUs		value in $ per share
Outstanding as of January 1, 2022	31,538	$	74.10
Granted	19,566		11.04
Vested and issued	(9,512)		85.25
Forfeited	(2,957)		41.72
Outstanding as of December 31, 2022	38,635	$	41.89

As of December 31, 2022, there was unrecognized compensation costs of $0.5 million associated with RSUs which are expected to be recognized over the awards average remaining vesting period of 0.1 years. The intrinsic value of RSU’s that vested during the years ended December 31, 2022, 2021 and 2020 was $0.1 million, $0.2 million and $0.4 million, respectively.

Stock-based Compensation

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:


	Year Ended
	December 31,
(in thousands)	2022		2021		2020
Research and development expense	$	123	$	565	$	1,280
Selling, general and administrative expense		1,844		2,726		3,939
Total stock-based compensation expense	$	1,967	$	3,291	$	5,219

Employee Stock Purchase Plan

The Company’s board of directors adopted, and in August 2018 Company’s stockholders approved, the 2018 employee stock purchase plan, or the 2018 ESPP. The maximum aggregate number of shares of ordinary shares that may be purchased under the 2018 ESPP is 2,000 shares, or the ESPP Share Pool, subject to adjustment as provided for in the 2018 ESPP. The 2018 ESPP allowed eligible employees to purchase shares at a 15% discount to the lower of the closing share price at the beginning and end of the six-month offering periods commencing November 1 and ending April 30 and commencing May 1 and ending October 31 of each year. The Company suspended the 2018 ESPP in April 2020.

Post-employment Benefit Obligations

12 Months Ended

Dec. 31, 2022

Post-employment Benefit Obligations

Post-employment Benefit Obligations

11. Post-employment Benefit Obligations

As required under Austrian labor law, the Company makes contributions to a state plan classified as defined contribution plan (Mitarbeitervorsorgekasse) for its employees in Austria. Monthly contributions to the plan are 1.53% of salary with respect to each employee and are recognized as expense in the period incurred. For the years ended December 31, 2022, 2021 and 2020, contributions costs were $49,000, $56,000 and $57,000 respectively.

For employees of Nabriva Therapeutics US, Inc., the Company makes contributions to a defined contribution plan as defined in subsection 401(k) of the Internal Revenue Code. The Company matches 100% of the first 3% of the employee’s voluntary contribution to the plan and 50% of the next 2% contributed by the employee. Contributions are recognized as expense in the period incurred. In the years ended December 31, 2022, 2021 and 2020, contributions were $383,000, $360,000 and $396,000 respectively. The Company terminated its matching policy in January 2023.

Income Tax Expense

12 Months Ended

Dec. 31, 2022

Income Tax Expense

Income Tax Expense

12. Income Tax Expense

Income (loss) before income taxes attributable to domestic and international operations, consists of the following:


	Year ended December 31
(in thousands)	2022		2021		2020
Domestic	$	(54,235)	$	(40,540)	$	(71,344)
Foreign		(1,382)		(8,420)		1,999
Loss before income taxes	$	(55,617)	$	(48,960)	$	(69,345)

Income tax expense consists of the following:


	Year ended December 31
(in thousands)	2022		2021		2020
Current tax
Domestic	$	(1)	$	—	$	—
Foreign		(1,567)		(490)		(139)
Deferred tax
Domestic				—		—
Foreign				—		—
Total income tax expense	$	(1,568)	$	(490)	$	(139)

The reconciliation to our effective tax rate from the Irish statutory income tax rate of 12.5% for the years ended December 31, 2022, 2021 and 2020 is as follows:


	Year ended December 31
(% of pre-tax income)	2022		2021		2020
Statutory income tax rate	12.5	%	12.5	%	12.5	%
Income not subject to tax	0.3		0.4		0.2
Tax credits	0.6		0.0		0.6
Foreign operations	(8.1)		(7.3)		3.0
Other	0.3		(1.7)		2.3
Valuation allowance	(8.4)		(4.9)		(18.8)
Effective income tax rate	(2.8)	%	(1.0)	%	(0.2)	%

The following table summarizes the components of deferred income tax balances:


	As of December 31,
(in thousands)	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	116,080	$	111,220
Tax loss on liquidation of subsidiary		1,184		2,501
Equity compensation		4,258		4,067
Non-deductible reserves		2,118		905
Total deferred tax assets		123,640		118,693
Valuation allowance		(123,277)		(118,583)
Net deferred tax assets		363		110
Deferred tax liabilities:
Financial liabilities		363		100
Property and equipment		—		10
Total deferred tax liability		363		110
Deferred tax, net	$	—	$	—

The table below summarizes changes in the deferred tax valuation allowance:


	Year ended December 31,
(in thousands)	2022		2021		2020
Balance at beginning of year	$	(118,583)	$	(116,200)	$	(103,185)
Tax benefit		(4,694)		(2,383)		(13,015)
Balance at end of year	$	(123,277)	$	(118,583)	$	(116,200)

The following table summarizes carryforwards of net operating losses as of December 31, 2022.


(in thousands)	Amount		Expiration
Ireland	$	350,597	Indefinite
Austria	$	232,679	Indefinite
United States	$	10,403	Indefinite
United States	$	35,246	2033

Due to uncertainty regarding the ability to realize the benefit of deferred tax assets primarily relating to net operating loss carryforwards and the fact that the Company is in a three year pretax cumulative loss position, a full valuation allowance has been established.

The Company’s U.S. subsidiary has net operating loss and tax credit carryforwards that may be subject to annual limitations due to ownership changes as defined by Sections 382 and 383 of the Internal Revenue Code. These limitations could restrict the amount of tax attributes that can be utilized annually to offset future U.S. taxable income or tax liabilities.

On the basis of this evaluation, as of December 31, 2022, 2021 and 2020, the Company has recorded a valuation allowance of $123.3 million, $118.6 million and $116.2 million, respectively, to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

At December 31, 2022, the Company had no uncertain tax positions and did not expect any material increase or decrease in income tax expense related to examinations or changes in uncertain tax positions.

The Company files income tax returns in Ireland. In addition, the Company’s foreign subsidiaries file separate income tax returns in Austria and the United States and state jurisdictions in which they are located. Tax years 2018 and forward remain open for examination for Ireland tax purposes and 2017 and forward remain open for examination for Austrian tax purposes and years 2019 and forward remain open for examination for United States tax purposes.

The Company’s policy is to record interest and penalties related to tax matters in income tax expense.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2022

Earnings (Loss) per Share

Earnings (Loss) per Share

13. Earnings (Loss) per Share

Basic and Diluted Loss per Share

Basic and diluted loss per share is calculated by dividing the net loss attributable to stockholders by the weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss

per share during the periods presented as the effects of the Company’s common stock equivalents are antidilutive and thus not included in the calculation.



	Year ended December 31,
(in thousands, except share and per share data)	2022		2021		2020
Net loss for the period	$	(57,185)	$	(49,450)	$	(69,484)
Weighted average number of shares outstanding		2,681,968		1,733,978		513,804
Basic and diluted loss per share	$	(21.32)	$	(28.52)	$	(135.23)

The following ordinary share equivalents were excluded from the calculations of diluted loss per share as their effect would be anti-dilutive:



	Year ended December 31
	2022	2021	2020
Stock option awards	75,873	53,939	42,113
Restricted share units	38,635	31,589	9,575
Warrants	262,384	424,773	217,553