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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number: 001-39781
_________________________________________________________
AbCellera Biologics Inc.
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________________
| | | | | |
British Columbia | Not Applicable |
( State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2215 Yukon Street Vancouver, BC | V5Y 0A1 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 559-9005
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common shares, no par value per share | | ABCL | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | x | | Accelerated filer | o |
| | | | |
Non-accelerated filer | o | | Smaller reporting company | o |
| | | | |
Emerging growth company | o | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 1, 2024, the registrant had 294,665,532 common shares, no par value per share, outstanding.
Table of Contents
Summary of the Material and Other Risks Associated with Our Business
Our business is subject to numerous material and other risks and uncertainties. You should carefully consider the following information together with the other information appearing elsewhere in this Quarterly Report, including our financial statements and related notes hereto. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. The risks and uncertainties described below may change over time and other risks and uncertainties, including those that we do not currently consider material, may impair our business. These risks include, but are not limited to, the following:
•We have incurred losses in certain years since inception, including in 2023 and 2024, and we may not be able to generate sufficient revenue to achieve profitability.
•Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.
•Unstable market and economic conditions may have serious adverse consequences on our business, financial condition, and stock price.
•Our commercial success depends on the quality of our antibody discovery and development engine and technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.
•Failure to execute our business strategy could adversely impact our growth and profitability.
•If we cannot maintain and expand current partnerships and enter new partnerships that generate discovery programs for antibodies, our business could be adversely affected.
•Development of a biological molecule is inherently uncertain, and it is possible that none of the antibody drug candidates discovered using our antibody discovery and development engine that are further developed by us or our partners will receive marketing approval or become viable commercial products, on a timely basis or at all.
•The failure of our partners to meet their contractual obligations to us could adversely affect our business.
•We may be unable to manage our current and future growth effectively, which could make it difficult to execute on our business strategy.
•We have invested, and expect to continue to invest, in research and development efforts that further enhance our technology and platform. Such investments in technology are inherently risky and may affect our operating results. If the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.
•Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs with the antibodies that we have discovered, and the price of our common shares may decline as a result of announcements of unexpected results or developments.
•Our partners may not achieve projected discovery and development milestones and other anticipated key events in the expected timelines or at all, which could have an adverse impact on our business and could cause the price of our common shares to decline.
•We may not be able to file INDs or IND amendments to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed.
•The life sciences and biotechnology platform technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve profitability.
•Upgrading and integrating our business systems could result in implementation issues and business disruptions.
•If we are unable to obtain and maintain sufficient intellectual property protection for our technology, including our discovery and development engine, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our data packages may be impaired.
•If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
•Sales of a substantial number of our common shares in the public market could cause our share price to fall significantly, even if our business is doing well.
Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties contained in Part II, Item 1A, Risk Factors, together with all other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our other filings with the Securities and Exchange Commission, or the SEC, before investing in our common stock. Any of the risk factors we describe below under Part II, Item 1A, Risk Factors, could adversely affect our business, financial condition or results of operations. The market price of our common stock could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common shares. Additional risks that are currently unknown to us or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Forward-Looking Information” in this Quarterly Report on Form 10-Q.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AbCellera Biologics Inc.
Condensed Consolidated Balance Sheets
(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)
(Unaudited) | | | | | | | | | | | | |
| December 31, 2023 | | June 30, 2024 | |
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | $ | 133,320 | | | $ | 148,312 | | |
Marketable securities | 627,265 | | | 522,044 | | |
Total cash, cash equivalents, and marketable securities | 760,585 | | | 670,356 | | |
Accounts and accrued receivable | 30,590 | | | 36,143 | | |
Restricted cash | 25,000 | | | 25,000 | | |
Other current assets | 55,810 | | | 40,055 | | |
Total current assets | 871,985 | | | 771,554 | | |
Long-term assets: | | | | |
Property and equipment, net | 287,696 | | | 318,882 | | |
Intangible assets, net | 120,425 | | | 85,661 | | |
Goodwill | 47,806 | | | 47,806 | | |
Investments in equity accounted investees | 65,938 | | | 76,064 | | |
Other long-term assets | 94,244 | | | 112,514 | | |
Total long-term assets | 616,109 | | | 640,927 | | |
Total assets | $ | 1,488,094 | | | $ | 1,412,481 | | |
Liabilities and shareholders' equity | | | | |
Current liabilities: | | | | |
Accounts payable and other current liabilities | $ | 49,580 | | | $ | 43,952 | | |
Contingent consideration payable | 50,475 | | | 20,027 | | |
Deferred revenue | 18,958 | | | 6,401 | | |
Total current liabilities | 119,013 | | | 70,380 | | |
Long-term liabilities: | | | | |
Operating lease liability | 71,222 | | | 66,451 | | |
Deferred revenue | 8,195 | | | 7,970 | | |
Deferred government contributions | 95,915 | | | 124,186 | | |
Contingent consideration payable | 4,913 | | | 4,441 | | |
Deferred tax liability | 30,612 | | | 21,737 | | |
Other long-term liabilities | 5,906 | | | 6,348 | | |
Total long-term liabilities | 216,763 | | | 231,133 | | |
Total liabilities | 335,776 | | | 301,513 | | |
Commitments and contingencies | | | | |
Shareholders' equity: | | | | |
Common shares: no par value, unlimited authorized shares at December 31, 2023 and June 30, 2024: 290,824,970 and 294,665,532 shares issued and outstanding at December 31, 2023 and June 30, 2024, respectively | 753,199 | | | 769,966 | | |
Additional paid-in capital | 121,052 | | | 140,828 | | |
Accumulated other comprehensive loss | (1,720) | | | (2,073) | | |
Accumulated earnings | 279,787 | | | 202,247 | | |
Total shareholders' equity | 1,152,318 | | | 1,110,968 | | |
Total liabilities and shareholders' equity | $ | 1,488,094 | | | $ | 1,412,481 | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AbCellera Biologics Inc.
Condensed Consolidated Statements of Loss and Comprehensive Loss
(All figures in U.S. dollars. Amounts are expressed in thousands except share and per share data.)
(Unaudited)
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| | Three months ended June 30, | | Six months ended June 30, |
| | 2023 | | 2024 | | 2023 | | 2024 |
Revenue: | | | | | | | | |
Research fees | | $ | 9,830 | | | $ | 5,453 | | | $ | 20,400 | | | $ | 15,227 | |
Licensing revenue | | 226 | | | 370 | | | 598 | | | 550 | |
Milestone payments | | – | | | 1,500 | | | 1,250 | | | 1,500 | |
Total revenue | | 10,056 | | | 7,323 | | | 22,248 | | | 17,277 | |
Operating expenses: | | | | | | | | |
Research and development(1) | | 36,473 | | | 40,927 | | | 89,120 | | | 80,214 | |
Sales and marketing(1) | | 3,841 | | | 3,136 | | | 7,612 | | | 6,501 | |
General and administrative(1) | | 15,521 | | | 20,192 | | | 30,655 | | | 37,544 | |
Depreciation, amortization, and impairment | | 5,610 | | | 36,522 | | | 11,124 | | | 41,366 | |
Total operating expenses | | 61,445 | | | 100,777 | | | 138,511 | | | 165,625 | |
Loss from operations | | (51,389) | | | (93,454) | | | (116,263) | | | (148,348) | |
Other (income) expense | | | | | | | | |
Interest income | | (10,779) | | | (9,801) | | | (20,537) | | | (20,202) | |
Grants and incentives | | (4,576) | | | (3,310) | | | (7,951) | | | (6,585) | |
Other (income) expense | | 1,970 | | | (32,156) | | | (1,624) | | | (30,627) | |
Total other (income) | | (13,385) | | | (45,267) | | | (30,112) | | | (57,414) | |
Net loss before income tax | | (38,004) | | | (48,187) | | | (86,151) | | | (90,934) | |
Income tax recovery | | (7,476) | | | (11,257) | | | (15,513) | | | (13,394) | |
Net loss | | $ | (30,528) | | | $ | (36,930) | | | $ | (70,638) | | | $ | (77,540) | |
Foreign currency translation adjustment | | 122 | | | (257) | | | (508) | | | (353) | |
Comprehensive loss | | $ | (30,406) | | | $ | (37,187) | | | $ | (71,146) | | | $ | (77,893) | |
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Net loss per share | | | | | | | | |
Basic | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
Diluted | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
Weighted-average common shares outstanding | | | | | | | | |
Basic | | 288,905,587 | | 294,217,013 | | 288,357,081 | | 293,467,753 |
Diluted | | 288,905,587 | | 294,217,013 | | 288,357,081 | | 293,467,753 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1Exclusive of depreciation, amortization, and impairment
AbCellera Biologics Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Shares | | Additional Paid-in Capital | | Accumulated Earnings | | Accumulated Other Comprehensive Loss | | Total Shareholders' Equity |
| | Shares | | Amount | | | | |
Balances as of December 31, 2023 | | 290,824,970 | | $ | 753,199 | | | $ | 121,052 | | | $ | 279,787 | | | $ | (1,720) | | | $ | 1,152,318 | |
Shares issued and restricted stock units ("RSUs") vested under stock option plan | | 2,796,342 | | 11,363 | | (10,471) | | – | | – | | 892 |
Stock-based compensation expense | | – | | – | | 17,409 | | – | | – | | 17,409 |
Foreign currency translation adjustment | | – | | – | | – | | – | | (96) | | (96) |
Net loss | | – | | – | | – | | (40,610) | | – | | (40,610) |
Balances as of March 31, 2024 | | 293,621,312 | | $ | 764,562 | | | $ | 127,990 | | | $ | 239,177 | | | $ | (1,816) | | | $ | 1,129,913 | |
Shares issued and restricted stock units ("RSUs") vested under stock option plan | | 1,044,220 | | 5,404 | | (4,944) | | – | | – | | 460 |
Stock-based compensation expense | | – | | – | | 17,782 | | – | | – | | 17,782 |
Foreign currency translation adjustment | | – | | – | | – | | – | | (257) | | (257) |
Net loss | | – | | – | | – | | (36,930) | | – | | (36,930) |
Balances as of June 30, 2024 | | 294,665,532 | | $ | 769,966 | | | $ | 140,828 | | | $ | 202,247 | | | $ | (2,073) | | | $ | 1,110,968 | |
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| | Common Shares | | Additional Paid-in Capital | | Accumulated Earnings | | Accumulated Other Comprehensive Loss | | Total Shareholders' Equity |
| | Shares | | Amount | | | | |
Balances as of December 31, 2022 | | 286,851,595 | | $ | 734,365 | | | $ | 74,118 | | | $ | 426,185 | | | $ | (1,391) | | | $ | 1,233,277 | |
Shares issued and restricted stock units ("RSUs") vested under stock option plan | | 1,574,919 | | 8,451 | | (7,962) | | – | | | – | | | 489 |
Share-based compensation expense | | – | | | – | | | 15,474 | | – | | | – | | | 15,474 |
Foreign currency translation adjustment | | – | | | – | | | – | | | – | | | (630) | | (630) |
Net loss | | – | | | – | | | – | | | (40,110) | | – | | | (40,110) |
Balances as of March 31, 2023 | | 288,426,514 | | $ | 742,816 | | | $ | 81,630 | | | $ | 386,075 | | | $ | (2,021) | | | $ | 1,208,500 | |
Shares issued and restricted stock units ("RSUs") vested under stock option plan | | 762,955 | | 1,940 | | | (1,606) | | | – | | | – | | | 334 | |
Share-based compensation expense | | – | | | – | | | 16,399 | | | – | | | – | | | 16,399 | |
Foreign currency translation adjustment | | – | | | – | | | – | | | – | | | 122 | | | 122 | |
Net loss | | – | | | – | | | – | | | (30,528) | | | – | | | (30,528) | |
Balances as of June 30, 2023 | | 289,189,469 | | $ | 744,756 | | | $ | 96,423 | | | $ | 355,547 | | | $ | (1,899) | | | $ | 1,194,827 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
AbCellera Biologics Inc.
Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars.)
(Unaudited)
| | | | | | | | | | | |
| Six months ended June 30, |
| 2023 | | 2024 |
Cash flows from operating activities: | | | |
Net loss | $ | (70,638) | | | $ | (77,540) | |
Cash flows from operating activities: | | | |
Depreciation of property and equipment | 5,810 | | | 6,603 | |
Amortization and impairment of intangible assets | 5,314 | | | 34,763 | |
Amortization of operating lease right-of-use assets | 3,252 | | | 3,437 | |
Stock-based compensation | 31,873 | | | 35,191 | |
Fair value gain on contingent consideration | – | | | (30,920) | |
Other | (4,429) | | | (8,193) | |
Changes in operating assets and liabilities: | | | |
Research fees and grants receivable | (24,269) | | | (34,434) | |
Accrued royalties receivable | 9,260 | | | – | |
Income taxes payable (receivable) | 22,884 | | | (5,953) | |
Accounts payable and accrued liabilities | (2,827) | | | (130) | |
Deferred revenue | (4,870) | | | (12,782) | |
Accrued royalties payable | (16,253) | | | – | |
Deferred grant income | 25,566 | | | 19,757 | |
Other assets | (4,833) | | | (1,473) | |
Net cash used in operating activities | (24,160) | | | (71,674) | |
Cash flows from investing activities: | | | |
Purchases of property and equipment | (42,185) | | | (44,250) | |
Purchase of marketable securities | (528,891) | | | (426,007) | |
Proceeds from marketable securities | 422,814 | | | 539,385 | |
Receipt of grant funding | 7,693 | | | 19,750 | |
Long-term investments and other assets | (36,757) | | | 3,950 | |
Investment in equity accounted investees | (6,673) | | | (10,820) | |
Net cash provided by (used in) investing activities | (183,999) | | | 82,008 | |
Cash flows from financing activities: | | | |
Payment of liability for in-licensing agreement and other | (863) | | | (368) | |
Proceeds from long-term liabilities | – | | | 4,497 | |
Proceeds from exercise of stock options | 824 | | | 1,353 | |
Net cash provided by (used in) financing activities | (39) | | | 5,482 | |
Effect of exchange rate changes on cash and cash equivalents | 584 | | | (824) | |
Increase (decrease) in cash and cash equivalents | (207,614) | | | 14,992 | |
Cash and cash equivalents and restricted cash, beginning of period | 414,651 | | | 160,610 | |
Cash and cash equivalents and restricted cash, end of period | $ | 207,037 | | | $ | 175,602 | |
Restricted cash included in other assets | 2,290 | | | 2,290 | |
Total cash, cash equivalents, and restricted cash shown on the balance sheet | $ | 204,747 | | | $ | 173,312 | |
Supplemental disclosure of non-cash investing and financing activities | | | |
Property and equipment in accounts payable | 11,718 | | | 15,944 | |
Right-of-use assets obtained in exchange for operating lease obligation | 2,945 | | | 452 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
AbCellera Biologics Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)
(Unaudited)
1. Nature of operations
AbCellera Biologics Inc.’s (the “Company”) mission is to bring better antibody drugs to patients faster, solve long-standing problems, and transform how antibody drugs are discovered. The Company aims to bring antibody therapeutics from target to clinic by combining expertise, technologies, and infrastructure to build an engine for antibody drug discovery and development. The Company uses the engine to both work with partners to build a large and diversified portfolio of royalty (and equivalent) stakes in future antibody drugs and to develop its own pipeline of future antibody drugs. The Company partners with companies of all sizes - from innovative biotechnology companies to leading pharmaceutical companies - propelling programs to the clinic, together.
2. Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2023.
These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2023 and 2024 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2023.
All amounts expressed in these condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.
3. Significant accounting policies
Use of estimates
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and contingent consideration payable, and the estimates of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates.
Recent accounting pronouncements not yet adopted
The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or no material impact is expected in the condensed consolidated financial statements as a result of future adoption.
4. Net loss per share
Basic and diluted net loss per share was calculated as follows:
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| | Three months ended June 30, | | Six months ended June 30, |
| | 2023 | | 2024 | | 2023 | | 2024 |
Basic and diluted loss per share | | | | | | | | |
Net loss | | $ | (30,528) | | | $ | (36,930) | | | $ | (70,638) | | | $ | (77,540) | |
Weighted-average common shares outstanding | | 288,905,587 | | 294,217,013 | | 288,357,081 | | 293,467,753 |
Net loss per share - basic and diluted | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2023 and June 30, 2024 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three and six months ended June 30, 2023 and June 30, 2024 used to calculate both basic and diluted net loss per share is the same.
The Company excluded 50,707,389 and 50,775,907 potential common shares for the three and six months ended June 30, 2023, and 58,545,821 and 58,804,118 potential common shares for the three and six months ended June 30, 2024, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.
5. Property and equipment, net
Property and equipment, net consisted of the following:
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| | December 31, 2023 | | June 30, 2024 |
Computers | | $ | 3,517 | | | $ | 3,757 | |
Land | | 53,405 | | | 53,405 | |
Building | | 43,947 | | | 63,126 | |
Laboratory equipment | | 70,350 | | | 76,136 | |
Leasehold improvements | | 73,944 | | | 88,411 | |
Operating lease right-of-use assets | | 73,141 | | | 70,156 | |
Property and equipment | | 318,304 | | | 354,991 | |
Less: accumulated depreciation | | (30,608) | | | (36,109) | |
Property and equipment, net | | $ | 287,696 | | | $ | 318,882 | |
As of December 31, 2023 and June 30, 2024, property and equipment includes leasehold improvements and construction in progress in the amount of $91.0 million and $108.2 million, respectively, and construction deposits of $13.7 million and $13.0 million, respectively, that have not commenced depreciation. Depreciation expense on property and equipment for the three and six months ended June 30, 2023 was $3.0 million and $5.8 million, respectively, and $3.4 million and $6.6 million for the three and six months ended June 30, 2024, respectively.
6. Intangible assets
Intangible assets consisted of the following:
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| June 30, 2024 |
| Gross carrying amount | | Accumulated amortization | | Net book value |
License | $ | 38,433 | | | $ | 28,307 | | | $ | 10,126 | |
Technology | 52,700 | | | 9,175 | | | 43,525 | |
IPR&D | 32,010 | | | – | | | 32,010 | |
| $ | 123,143 | | | $ | 37,482 | | | $ | 85,661 | |
In the quarter ended June 30, 2024, the Company recorded a full impairment charge of the carrying value of $32.0 million (or $23.2 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics. The impairment was a result of the Company's ongoing internal program portfolio prioritization and is reflected within Depreciation, amortization, and impairment expense. Details of a corresponding impact to contingent consideration associated with the same acquisition are disclosed in Note 11.
Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended June 30:
| | | | | |
| Amortization Expense |
2025 | $ | 4,297 | |
2026 | 4,297 | |
2027 | 4,297 | |
2028 | 4,297 | |
2029 | 4,297 | |
| $ | 21,485 | |
7. Investments in equity accounted investees, and other long-term assets
The Company has entered into two separate 50% joint ventures, Dayhu JV and Beedie JV, as part of the construction of future office and laboratory headquarters. The Company recorded immaterial amounts of proportionate income or loss with respect to either venture in the three and six months ended June 30, 2023 and 2024.
Dayhu JV
As of December 31, 2023 and June 30, 2024, the equity investment balance was $42.1 million and $42.2 million, respectively. Substantially all the assets in the Dayhu JV are comprised of property and equipment. As of December 31, 2023 and June 30, 2024, the Company recorded a right-of-use asset of $49.1 million and $48.4 million, respectively, and an operating lease liability of $50.4 million and $48.3 million, respectively, associated with an office lease with the Dayhu JV. In the three and six months ended June 30, 2023, the Company incurred lease expense of $1.3 million and $2.6 million, respectively, and $1.3 million and $2.7 million in the three and six months ended June 30, 2024, respectively, to the Dayhu JV included within operating expenses.
At December 31, 2023 and June 30, 2024, the Company had a loan receivable balance of CAD $45.9 million ($34.7 million) and CAD $46.2 million ($33.6 million), respectively, directly with our JV partner, Dayhu, included in other long-term assets.
Beedie JV
As of December 31, 2023 and June 30, 2024, the equity investment balance was $23.8 million and $33.9 million, respectively, of which substantially all the assets in the Beedie JV is comprised of property and equipment.
At December 31, 2023 and June 30, 2024, the Company had a loan receivable balance of CAD $18.4 million ($13.9 million) and CAD $30.6 million ($22.4 million), respectively, directly with our JV partner, Beedie, which relates to the land and construction loan and is included in other long-term assets.
8. Other current assets and liabilities
Other current assets
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| | December 31, 2023 | | June 30, 2024 |
Taxes receivable | | $ | 33,792 | | | $ | 31,560 | |
Prepaid expenses and other | | 22,018 | | | 8,495 | |
Total other current assets | | $ | 55,810 | | | $ | 40,055 | |
Current accounts payable and other current liabilities
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| | December 31, 2023 | | June 30, 2024 |
Accounts payable and accrued liabilities | | $ | 28,603 | | | $ | 26,585 | |
Current portion of operating lease liability | | 6,158 | | | 5,603 | |
Payroll liabilities | | 7,707 | | | 4,357 | |
Current portion of deferred government contribution | | 7,112 | | | 7,407 | |
Total accounts payable and other current liabilities | | $ | 49,580 | | | $ | 43,952 | |
9. Shareholders’ equity
The following table summarizes the Company’s stock option activity under the Pre-IPO Plan since December 31, 2023:
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| Number of Shares | | Weighted- Average Exercise Price |
Outstanding as of December 31, 2023 | 30,647,575 | | $ | 0.94 | |
Granted | – | | – |
Exercised | (3,070,773) | | 0.46 | |
Forfeited | – | | – |
Outstanding as of June 30, 2024 | 27,576,802 | | $ | 0.99 | |
Options exercisable as of June 30, 2024 | 25,329,480 | | $ | 0.92 | |
The following table summarizes the Company’s stock option activity under the 2020 Plan since December 31, 2023:
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| Number of Shares | | Weighted- Average Exercise Price |
Outstanding as of December 31, 2023 | 13,992,304 | | $ | 13.82 | |
Granted | 10,709,925 | | 5.24 | |
Exercised | – | | – |
Forfeited | (762,701) | | 12.39 | |
Outstanding as of June 30, 2024 | 23,939,528 | | $ | 10.03 | |
Options exercisable as of June 30, 2024 | 6,970,478 | | $ | 15.33 | |
The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2023:
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| Number of Shares | | Weighted- Average Grant Date Fair Value |
Outstanding as of December 31, 2023 | 4,075,590 | | $ | 11.61 | |
Granted | 4,000,037 | | 5.33 | |
Vested and settled | (769,789) | | 12.70 | |
Forfeited | (276,347) | | 8.88 | |
Outstanding as of June 30, 2024 | 7,029,491 | | $ | 8.03 | |
As of June 30, 2024, the number of shares available for issuance under the 2020 Plan was 33,815,931, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020.
Stock-based compensation:
Stock-based compensation expense was classified in the condensed consolidated statements of loss and comprehensive loss as follows:
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| Three months ended June 30, | | Six months ended June 30, |
| 2023 | | 2024 | | 2023 | | 2024 |
Research and development | $ | 8,078 | | | $ | 8,354 | | | $ | 15,574 | | | $ | 16,578 | |
Sales and marketing | 1,329 | | | 1,497 | | | 2,600 | | | 2,928 | |
General and administrative | 6,992 | | | 7,931 | | | 13,699 | | | 15,685 | |
| $ | 16,399 | | | $ | 17,782 | | | $ | 31,873 | | | $ | 35,191 | |
10. Revenue
The disaggregated revenue categories are presented on the face of the condensed consolidated statements of loss and comprehensive loss. Deferred revenue outstanding in each respective period is as follows:
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| December 31, 2022 | | June 30, 2023 | | December 31, 2023 | | June 30, 2024 |
Deferred revenue | $ | 41,128 | | | $ | 36,258 | | | $ | 27,153 | | | $ | 14,371 | |
During the three and six months ended June 30, 2023, the Company recognized $4.0 million and $8.1 million, respectively, and $4.4 million and $13.0 million, respectively, in the three and six months ended June 30, 2024, of revenue that had been included in deferred revenue as of December 31, 2022 and December 31, 2023.
11. Financial instruments
Fair Value Measurements
The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, loans receivable, accounts payable and other liabilities, and contingent consideration payable. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other liabilities, and loans receivable approximate their fair values, and are primarily classified as Level 2.
At June 30, 2024, the Company also held non-marketable securities included in other long term assets of $32.3 million (December 31, 2023 - $32.3 million). These non-marketable securities are measured at cost less any
impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.
Contingent Consideration
Contingent consideration related to business acquisitions is recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and are therefore categorized as Level 3 inputs. There were no changes to the valuation technique and inputs used in these fair value measurements since acquisition.
The following table presents the changes in fair value of the liability for contingent consideration:
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Three Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period |
Trianni (i) | $ | 19,653 | | | $ | 374 | | | $ | 20,027 | |
TetraGenetics (ii) | $ | 36,841 | | | $ | (32,400) | | | $ | 4,441 | |
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Six Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period |
Trianni (i) | $ | 18,697 | | | $ | 1,330 | | | $ | 20,027 | |
TetraGenetics (ii) | $ | 36,691 | | | $ | (32,250) | | | $ | 4,441 | |
i)The estimated fair value of the earn-out payments relates to a specific customer license and the fair value was determined by estimating the payout of the expected future net cash flows associated to the specific customer license during the earn-out period. The significant assumptions inherent in the development of the value include the amount and timing of projected future net revenues received by us from the specific customer license, and the discount rate selected to measure the risks inherent in the future cash flows, which was approximately 22%.
ii)The estimated fair value of potential future successful milestone payouts was determined by estimating the expected future cash flows associated with the potential milestone events. The significant assumptions include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success, discounted at 12.8%, the rate that measures the risks inherent in the future cash flows. At June 30, 2024, the fair value of the contingent consideration was adjusted to reflect the expected value of the Company's ongoing internal program portfolio prioritization, resulting in a reduction of $32.4 million recognized as a non-cash fair value gain through other income.
In-Process Research and Development Assets
As discussed in Note 6, the estimated fair values in support of the full impairment charge were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on a probability-adjusted present value of the future estimated after-tax cash flows attributable to the intangible assets. The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include a probability-adjusted success rate of its continued development through to clinical trials, future revenue, operating and development costs, milestone and regulatory success, obsolescence, and profitability. A de-risked discount rate of 12.8% was used to present value the probability of success risk adjusted after-tax cash flows attributable to the IPR&D.
Marketable Securities
As part of the Company’s cash management strategy, the Company holds high credit quality marketable securities that are available to support the Company’s current operations. As of June 30, 2024, our marketable securities were rated A- or higher (or its equivalent) by at least two of the major rating agencies with a weighted average life of approximately 0.6 years.
Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1, Level 2 and Level 3 during the period.
The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements at June 30, 2024: |
| Level 1 | | Level 2 | | Level 3 | | Total |
Marketable securities | | | | | | | |
U.S. government agencies | $ | 72,434 | | | $ | – | | | $ | – | | | $ | 72,434 | |
Certificate of deposit | – | | | 166,217 | | | $ | – | | | 166,217 | |
Commercial paper | – | | | 71,896 | | | $ | – | | | 71,896 | |
Corporate bonds | – | | | 112,836 | | | $ | – | | | 112,836 | |
Asset backed securities | – | | | 98,661 | | | $ | – | | | 98,661 | |
| $ | 72,434 | | | $ | 449,610 | | | $ | – | | | $ | 522,044 | |
12. Commitments and contingencies
From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred.
The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include investments in collaborative arrangements, 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 may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. No amounts were expensed during the three and six months ended June 30, 2023 or June 30, 2024.
13. Government contributions
Government Contribution 1
In May of 2020, the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Innovation Fund (SIF) for a total of CAD $175.6 million ($125.6 million), collectively "Government Contribution 1" which is intended to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapeutics against future pandemic threats. From inception to June 30, 2024, the Company incurred $122.7 million in expenditures in respect of the Canadian government's Strategic Innovation Fund (SIF), of which $46.1 million and $76.7 million relate to phase 1 and 2, respectively as defined in the agreement. Spending under phase 1 of the agreement and such amounts are non-repayable, while repayment on phase 2 of the funding is conditional on achieving certain revenue thresholds over a specified period of time as prescribed in the agreement. As of June 30, 2024, no amounts have been accrued related to the repayment terms.
Government Contribution 2
In May of 2023, the Company entered into multi-year contribution agreements with the Government of Canada and the Government of British Columbia for a total of CAD $300.0 million ($222.3 million), collectively "Government Contribution 2." These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research.
The Government of Canada has committed up to CAD $225.0 million ($166.7 million) of which CAD $56.2 million ($41.6 million) is non-repayable, CAD $78.8 million ($58.4 million) is repayable and CAD $90.0 million ($66.7 million) is conditionally repayable. Both the repayable and conditionally repayable amounts are repayable starting in 2033. The repayable funding is payable over fifteen years and the conditionally repayable portion repaid is based on a computed percentage rate of the Company’s revenue over a period of up to fifteen years, at a factor of up to 1.4 times the original conditionally repayable grant. The agreement will expire on the later of April 30, 2047, or the date of the last repayment, unless earlier terminated. From inception to June 30, 2024, the Company has recorded CAD 46.0 million ($34.1 million) in respect of the funding.
The Government of British Columbia has committed up to CAD $75.0 million ($55.6 million) which includes partial reimbursement of certain eligible expenditures up to CAD $37.5 million ($27.8 million) towards eligible infrastructure investments paid over five years; and a CAD $37.5 million ($27.8 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in British Columbia. Up to a maximum of CAD $64.0 million ($48.0 million) may become payable starting in 2032, over up to fifteen years, conditional to the Company achieving revenue exceeding a given threshold. The agreement will expire on the earlier of 2047, or the date of the last payment, unless earlier terminated, as prescribed in the agreement. From inception to June 30, 2024, the Company has recorded CAD $31.0 million ($23.0 million) in respect of the funding commitment.
Impact to Consolidated Financial Statements
The Company recognized the following on the consolidated balance sheets:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 |
| | | | Deferred Government Contribution |
| | Accounts Receivable | | Government Grant1 | | Total |
| | | Non-repayable | Conditionally Repayable2 | Repayable | | |
Government Contribution 1 | | $ | 13,872 | | | $ | 7,524 | | $ | 69,414 | | $ | – | | | $ | 76,938 | |
Government Contribution 2 (Canada) | | 12,497 | | | 5,773 | | – | | 25,229 | | | 31,002 | |
Government Contribution 2 (British Columbia) | | 18,080 | | | – | | 22,666 | | – | | | 22,666 | |
Other Government Grants | | – | | | 987 | | – | | – | | | 987 | |
June 30, 2024 | | $ | 44,449 | | | $ | 14,284 | | $ | 92,080 | | $ | 25,229 | | | $ | 131,593 | |
December 31, 2023 | | $ | 36,051 | | | $ | 14,811 | | $ | 71,796 | | $ | 16,420 | | | $ | 103,027 | |
| | | | | | | | |
June 30, 2024 | | | | | | | | |
Current | | $ | 31,632 | | | $ | 4,213 | | $ | 3,194 | | $ | – | | | $ | 7,407 | |
Long-term | | $ | 12,817 | | | $ | 10,071 | | $ | 88,886 | | $ | 25,229 | | | $ | 124,186 | |
1 Government Contributions are amortized into other income over the weighted average life of approximately 8 years.
2 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, these forward-looking statements include, but are not limited to:
•our expectations regarding the rate and degree of market acceptance of our antibody discovery and development engine;
•companies and technologies in our industry that compete with our business;
•our ability to manage and grow our business by introducing our antibody discovery and development engine to new partners and expanding our relationships with existing partners;
•our expectations regarding the quality of our antibody discovery and development engine and technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry;
•our operating results and financial performance;
•our partners’ ability to achieve projected discovery and development milestones and other anticipated key events, including commercial sales resulting in royalties owed to us, in the expected timelines or at all;
•our ability to provide our partners with a full solution from target identification to investigational new drug, or Investigational New Drug ("IND"), application submission;
•our partners’ ability to develop and commercialize a molecule discovered by us, on a timely basis or at all;
•our expectations regarding the completion of our good manufacturing practices, or GMP, facility and our manufacturing capabilities;
•our ability to establish and maintain intellectual property protection for our technologies and workflows and avoid or defend against claims of patent infringement;
•our ability to attract, hire and retain key personnel and to manage our personnel growth effectively;
•our ability to obtain additional financing in future offerings;
•the volatility of the trading price of our common shares;
•business disruptions affecting our operations and the development of our antibody discovery and development engine;
•our ability to avoid material weaknesses or significant deficiencies in our internal control over financial reporting in the future;
•our expectations regarding our Passive Foreign Investment Company, or PFIC, status for our taxable year ended December 31, 2024, or any future taxable year;
•our expectations regarding the use of our cash resources;
•our expectations about market trends; and
•our ability to predict and adapt to government regulation.
We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements. We have included important
factors in the cautionary statements included in this Quarterly Report, particularly in “Summary of the Material and Other Risks Associated with Our Business” above and “Risk Factors” below, that we believe could cause actual results or events to differ materially from our forward-looking statements. We operate in a competitive and rapidly changing environment and new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures, or investments we may make or enter.
Additionally, inflation generally affects us by increasing our employee-related costs and certain other expenses. Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as global supply chain disruptions, uncertain global economic conditions, global trade disputes or political instability as further discussed in the section “Risk Factors” in this Quarterly Report.
You should read this Quarterly Report and the documents that we file with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results may differ materially from what we expect. The forward-looking statements contained in this Quarterly Report are made as of the date of this Quarterly Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates of potential market opportunities. All market data used in this Quarterly Report involves assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.
We express all amounts in this Quarterly Report on Form 10-Q in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” and “CAD$” are to Canadian dollars.
Except as otherwise indicated, references in this Quarterly Report on Form 10-Q to “AbCellera,” the “Company,” “we,” “us” and “our” refer to AbCellera Biologics Inc. and its consolidated subsidiaries.
Overview
We are a team of scientists, engineers, creatives, and business professionals addressing the barriers of conventional antibody drug development. We believe investments in technology will improve the quality, speed, and success of drug development and that long-term value creation begins with building a great company that can create multiple products, repeatedly and successfully. To maximize the value and impact of our work, we are advancing a pipeline of programs and strategically partnering with groups with novel science or innovative technology.
We focus on the development of antibody-based drugs and are committed to improving discovery and development. We aim to build a competitive advantage in bringing antibody therapeutics from target into clinical testing by combining expertise, technologies, and infrastructure to build an integrated engine for antibody drug discovery and development. We think deeply about capital allocation and strive to maximize long-term value while mitigating the risks that are inherent in drug development and in scaling a company. We look for opportunities where we believe low-risk investments in building technology and operational efficiency can create a sustained competitive advantage and drive long-term value by making biologics drug development faster and more efficient.
We structure our agreements in a way that is designed to align our partners’ economic interests with our own. We deliberately partner with companies of all sizes to propel programs pursuing the best ideas for new antibody-based drugs to the clinic, together. We enable discovery against targets that have traditionally been intractable, and we accelerate programs against less difficult targets.
As our capabilities have grown, we are also strategically leveraging our engine to develop internal programs to address areas of high unmet medical need and to advance our pipeline of first-in-class and best-in-class medicines.
Our deals emphasize participation in the success and upside of future antibody therapeutic candidates. Our partnership agreements include near-term payments for technology access, research and intellectual property rights, and downstream payments in the form of clinical and commercial milestones, and royalties on net sales. We also participate in alternative investment opportunities including equity in our business partners and various rights for deeper involvement in moving molecules forward. Longer-term, we are eligible to receive additional payments upon satisfaction of clinical and commercial milestones, which we refer to as milestone payments, as well as royalties on sales of approved products derived from antibodies that we discover for our partners. Our partnerships generally include royalty payments (or equivalents) on net sales. For discovery agreements, these are typically in the single-digit to low-double digit range. We believe that our internal programs, if successfully out-licensed, may generate substantial upfront payments and royalty positions on net sales in the high single-digits to high teens range, in addition to clinical and commercial milestones.
We focus a substantial portion of our resources on research and development efforts towards strengthening our discovery and development engine and developing a pipeline of internal and co-development programs. We expect to continue to make significant investments in this area for the foreseeable future, over time shifting effort from engine development towards engine application. We expect to continue to incur significant expenses in connection with our ongoing activities, including as we:
•invest in research and development activities to improve our antibody discovery and development engine including investments in completing the construction of our small-scale manufacturing facility and our new headquarters through our joint ventures;
•pursue internal and co-development programs in preclinical and eventually clinical development;
•market and sell our solutions to existing and new strategic partners;
•expand and enhance operations to deliver programs, including investments in manufacturing;
•acquire businesses or technologies to support the growth of our business;
•attract, hire and retain qualified personnel; and
•continue to establish, protect and defend our intellectual property and patent portfolio, including our ongoing litigation.
To date, we have financed our operations primarily from revenue from our antibody discovery partnerships in the form of royalty revenue, government funding from grants, and from the issuance and sale of convertible preferred shares and notes, and common shares. Additionally, we have twice secured significant government co-investments in the form of non-dilutive capital to help fund research and development, including internal programs, and facility construction.
The Company has advanced two AbCellera-led programs into IND-enabling studies. The programs align with the Company's strategy of building value, both through strategic partnerships, and through internal discovery and development of potential first-in-class and best-in-class antibody therapies. We have started a cumulative total of 93 partner-initiated programs with downstream participation and have seen a cumulative total 14 molecules advanced into the clinic, as illustrated by the following chart.
Recent Developments
On July 18, 2024, Invetx announced its upcoming acquisition by Dechra Pharmaceuticals for up to $520 million in total consideration. AbCellera is a founding partner in Invetx, has a low-single-digit royalty stake in Invetx’s programs, and a mid-single-digit equity ownership position.
On July 31, 2024, we announced an expanded collaboration with Lilly to discover therapeutic antibodies for programs in immunology, cardiovascular disease, and neuroscience.
Financial Highlights
The following table summarizes our key operating results for the three and six months ended June 30, 2023 and June 30, 2024. All figures are in U.S. dollars and amounts are expressed in thousands, except loss per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2024 | | | | Six Months Ended June 30, |
Financial Performance | | 2023 | | 2024 | | 2023 | | 2024 |
Revenue: | | | | | | | | |
Research fees | | $ | 9,830 | | | $ | 5,453 | | | $ | 20,400 | | | $ | 15,227 | |
Licensing revenue | | 226 | | | 370 | | | 598 | | | 550 | |
Milestone payments | | – | | | 1,500 | | | 1,250 | | | 1,500 | |
Total revenue | | 10,056 | | | 7,323 | | | 22,248 | | | 17,277 | |
Operating expenses: | | | | | | | | |
Research and development(1) | | 36,473 | | | 40,927 | | | 89,120 | | | 80,214 | |
Other operating expenses | | 24,972 | | | 59,850 | | 49,391 | | 85,411 |
Total operating expenses | | 61,445 | | | 100,777 | | 138,511 | | 165,625 |
Loss from operations | | (51,389) | | | (93,454) | | (116,263) | | (148,348) |
Total other (income) | | (13,385) | | | (45,267) | | (30,112) | | (57,414) |
Net loss before income tax | | (38,004) | | | (48,187) | | (86,151) | | (90,934) |
Net loss | | $ | (30,528) | | | $ | (36,930) | | | $ | (70,638) | | | $ | (77,540) | |
Net loss per share | | | | | | | | |
Basic | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
Diluted | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
Operating expenses include stock-based compensation: | | | | | | | | |
Research and development | | $ | 8,078 | | | $ | 8,354 | | | $ | 15,574 | | | $ | 16,578 | |
Sales and marketing | | 1,329 | | | 1,497 | | | 2,600 | | | 2,928 | |
General and administrative | | 6,992 | | | 7,931 | | | 13,699 | | | 15,685 | |
| | | | | | | | |
Financial Position and Liquidity | | | | | | December 31, 2023 | | June 30, 2024 |
Cash and cash equivalents | | | | | | 133,320 | | | 148,312 | |
Marketable securities | | | | | | 627,265 | | | 522,044 | |
Total cash, cash equivalents, and marketable securities | | | | 760,585 | | | 670,356 | |
Total assets | | | | | | 1,488,094 | | | 1,412,481 | |
Total shareholders' equity | | | | | | 1,152,318 | | | 1,110,968 | |
(1)Exclusive of depreciation, amortization, and impairment
Key Factors Affecting Our Results of Operations and Future Performance
We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in Part II, Item 1A, Risk Factors.
•Engaging with strategic partners. Our potential to grow revenue, in both the near and long term, is dependent on successfully engaging with strategic partners. For existing strategic partners, we seek to expand our relationships with them to collaborate on additional programs initiated by them as well as to create a basis for potentially out-licensing some of our internal programs. Our teams are selective in determining which partners we choose to engage with, focusing on the opportunities with the strong potential to generate significant value in the long term.
•Our partners successfully developing and commercializing the antibodies that we discover. We estimate that, based on the terms of our existing contracts and estimates of historical rates of success of antibody drug development, the vast majority of the potential value for each program is represented by potential future milestone payments and royalties rather than research fees. As a result, we believe our business and our future results of operations will be highly reliant on the degree to which our partners successfully develop and commercialize the antibodies that we discover based on contracts with our partners. As our partners continue to advance development of the antibodies that we have discovered, we expect to start receiving additional milestone payments and royalties if any partners commence commercial sales of such antibodies.
•Rate and timing of selecting and initiating discovery projects by our partners. Once programs are secured under contract, partners must propose targets and agree on a detailed statement of work before we commence discovery research on any antibodies. The rate and timing of such selection and initiation differs from partner to partner. Research fees that we recognize under our partnerships depend on our delivery of antibodies for development by our partners and delays by our partners in selecting targets and agreeing on statements of work will impact revenue recognition.
•Successfully out-licensing drug candidates from our internal programs. We believe that our internal programs may result in drug candidates of interest to other drug developers with capabilities complimentary to our own. Where these capabilities can be expected to enhance the value of our drug candidate, we may seek to out-license. Successful out-licensing agreements could generate substantial up-front payments in addition to later milestone payments and royalties. Our financial performance may therefore be impacted by our ability to produce and out-license such drug candidates from our internal programs.
•Investing in enhancements to our discovery and development engine. Our ability to maintain and expand our partnerships is dependent on the advantages our discovery and development engine delivers to our partners and our internal programs. We intend to maintain our leading position through investments in research and development to refine and add capabilities in areas such as computation, protein engineering, immunization technologies, genetically engineered rodents and cell line selection. Specifically, we are currently completing our investments in integrated preclinical development and antibody manufacturing. We have also successfully executed and will continue to look for strategic technology acquisitions to improve, broaden and deepen our capabilities and expertise in antibody discovery and development, or those that offer opportunities to expand our business into adjacent therapeutic modalities. We intend to continue to devote resources to continue to improve our discovery differentiation which will impact our financial performance.
•Pursuing drug discovery and development opportunities internally. As the capabilities of our discovery and development engine have matured we are increasingly in a position to pursue attractive, well-validated targets ourselves, e.g. in the GPCR, ion channel, and TCE spaces. Such programs have the potential to yield first-in-class drug candidates in indications with substantial unmet medical need which we would wholly own. We plan on investing significant resources in the preclinical and, eventually, clinical development of internal programs which will impact our financial results. The investments in each program are undertaken at risk and may ultimately not yield a return.
Key Business Metrics
We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that the following metrics are important to understand our current business. These metrics may change or may be substituted for additional or different metrics as our business develops as further described below with respect to changes in this and upcoming reports.
| | | | | | | | | | | | | | | | | | | | |
Cumulative Metrics | | June 30, 2023 | | June 30, 2024 | | Change % |
Partner-initiated program starts with downstreams | | 80 | | 93 | | 16 | % |
Molecules in the clinic | | 9 | | 14 | | 56 | % |
The table below outlines the details of molecules in the clinic as of June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Molecule | | Most advanced stage | | Partner | | Therapy areas | | Program type |
Bamlanivimab (LY-CoV555) | | Marketed, EUA* | | Eli Lilly and Company | | Infectious disease – COVID-19 | | AbCellera-initiated; partner-led |
Bebtelovimab (LY-CoV1404) | | Marketed, EUA* | | Eli Lilly and Company | | Infectious disease – COVID-19 | | AbCellera-initiated; partner-led |
TAK-920/DNL919 | | Phase 1* | | Denali Therapeutics Inc. | | Neurology - Alzheimer's Disease | | AbCellera partner-initiated discovery |
Undisclosed | | Phase 1 | | Teva Pharmaceutical Industries Ltd. | | Neuroscience | | AbCellera partner-initiated discovery |
ABD-147 | | IND cleared (Fast Track-designated) | | Abdera Therapeutics | | Oncology | | AbCellera partner-initiated discovery |
IVX-01 | | Clinical field study | | Invetx | | Animal Health | | AbCellera partner-initiated discovery |
Undisclosed | | Clinical field study | | Invetx | | Animal Health | | AbCellera partner-initiated discovery |
Undisclosed | | Clinical field study | | Invetx | | Animal Health | | AbCellera partner-initiated discovery |
AB-2100 | | Phase 1/2 | | Arsenal Bio | | Oncology | | Trianni license |
NBL-012 | | Phase 1 | | NovaRock Biotherapeutics Inc. | | Dermatology, gastrointestinal, immunology | | Trianni license |
NBL-015/FL-301 | | Phase 1 | | NovaRock Biotherapeutics Inc. | | Oncology | | Trianni license |
NBL-020 | | Phase 1 | | NovaRock Biotherapeutics Inc. | | Oncology | | Trianni license |
NBL-028 | | Phase 1 | | NovaRock Biotherapeutics Inc. | | Oncology | | Trianni license |
Undisclosed | | Phase 1* | | Undisclosed | | Undisclosed | | Trianni license |
*Expect no further progress |
Partner-initiated program starts with downstreams represent the number of unique partner-initiated programs where we stand to participate financially in downstream success for which we have commenced the discovery effort. The discovery effort commences on the later of (i) the day on which we receive sufficient reagents to start discovery of antibodies against a target and (ii) the day on which the kick-off meeting for the program is held. We view this metric as an indication of the selection and initiation of projects by our partners and the resulting potential for near-term payments. Cumulatively, partner-initiated program starts with downstream participation indicate our total opportunities to earn downstream revenue from milestone fees and royalties (or royalty equivalents) in the mid- to long-term.
Molecules in the clinic represent the count of unique molecules for which an Investigational New Drug, or IND, New Animal Drug, or equivalent under other regulatory regimes, application has reached "open" status or has otherwise been approved based on an antibody that was discovered either by us or by a partner using licensed AbCellera technology. Where the date of such application approval is not known to us, the date of the first public announcement of a clinical trial will be used for the purpose of this metric. We view this metric as an indication of our near- and mid-term potential revenue from milestone fees and potential royalty payments in the long term.
Summary partnership agreements with pharmaceutical and biotechnology companies that include downstream participation from 2016 to June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
Partner | | # of Targets & Duration | | Therapeutic Indication or Modality | | Date Announced | |
Viking Global Investors & ArrowMark Partners | | Multi-target, multi-year | | Immunology | | May 1, 2024 | |
Biogen Inc. | | Single target | | Neuroscience | | March 11, 2024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Undisclosed biotechnology company | | Multi-target, multi-year | | Undisclosed | | December 20, 2023 | * |
Undisclosed biotechnology company | | Multi-target, multi-year | | Undisclosed | | December 4, 2023 | * |
Prelude Therapeutics | | Up to 5 targets, multi-year | | Oncology | | November 1, 2023 | |
Regeneron Pharmaceuticals, Inc. | | Up to 4 targets, multi-year | | Undisclosed | | September 20, 2023 | |
Incyte Corporation | | Undisclosed | | Oncology | | September 13, 2023 | |
RQ Biotechnology Ltd. | | Up to 3 targets, multi-year | | Infectious disease | | March 22, 2023 | |
AbbVie Inc. | | Up to 5 targets, multi-year | | Undisclosed | | December 15, 2022 | |
Rallybio Corporation | | Up to 5 targets, multi-year | | Rare metabolic disorder and undisclosed | | December 1, 2022 | |
Atlas' stealth stage company | | Up to 3 targets, multi-year | | Undisclosed | | August 3, 2022 | |
Undisclosed biotechnology company | | Up to 3 targets, multi-year | | Undisclosed | | June 29, 2022 | * |
Empirico Inc. | | 2 additional targets | | Undisclosed | | May 3, 2022 | |
Everest Medicines Ltd. | | Up to 10 targets, multi-year | | Oncology and undisclosed | | September 22, 2021 | |
Moderna, Inc. | | Up to 6 targets, multi-year | | RNA-encoded antibodies | | September 15, 2021 | |
EQRx, Inc. | | Multi-target, multi-year | | Oncology and immunology (initially) | | August 4, 2021 | |
Tachyon Inc. | | Single target | | Oncology | | August 3, 2021 | |
Undisclosed biotechnology company | | Up to 4 targets, multi-year | | Undisclosed | | June 30, 2021 | * |
Angios | | Multi-target, multi-year | | Ophthalmology | | May 6, 2021 | |
Undisclosed biotechnology company | | Multi-target, multi-year | | Oncology | | May 6, 2021 | * |
Empirico Inc. | | 5 targets, multi-year | | Undisclosed | | April 14, 2021 | |
Gilead Sciences, Inc. | | 8 targets, multi-year | | Undisclosed | | April 1, 2021 | |
Abdera Therapeutics Inc. | | 9 targets, multi-year | | Oncology | | January 14, 2021 | |
Invetx, Inc. | | Multi-target, multi-year | | Animal Health | | November 19, 2020 | |
Kodiak Sciences Inc. | | Multi-target, multi-year | | Ophthalmology | | October 29, 2020 | |
IGM Biosciences, Inc. | | Multi-target, multi-year | | Oncology and immunology | | September 24, 2020 | |
Undisclosed | | Single target | | Bispecific | | June 3, 2020 | * |
Eli Lilly and Company | | Up to 9 targets, multi-year | | COVID-19 program and additional indications | | May 22, 2020 | * |
Regeneron Pharmaceuticals, Inc. | | 4 targets, multi-year | | Multiple undisclosed | | March 16, 2020 | * |
Invetx, Inc. | | Multi-target, multi-year | | Animal health | | February 23, 2020 | |
Undisclosed | | Multi-target, multi-year | | Cell therapy | | September 25, 2019 | * |
Gilead Sciences, Inc. | | Single target | | Infectious disease | | June 13, 2019 | |
Denali Therapeutics, Inc. | | 8 targets, multi-year | | Neurological diseases | | February 28, 2019 | |
Novartis AG | | Up to 10 targets, multi-year | | Undisclosed | | February 14, 2019 | |
Autolus Therapeutics plc | | Single target | | Cell therapy (CAR-T) | | November 29, 2018 | |
Denali Therapeutics, Inc. | | Single target | | Neurological diseases | | June 12, 2018 | |
Undisclosed mid-cap biopharmaceutical company | | Undisclosed | | Undisclosed | | January 25, 2018 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Teva Pharmaceutical Industries Ltd. | | Single target | | Membrane protein | | June 13, 2017 | |
Pfizer Inc. | | Multi-target, multi-year | | Membrane protein | | January 5, 2017 | |
Undisclosed global biotechnology company | | Multi-target, multi-year | | Undisclosed | | November 4, 2016 | |
Kodiak Sciences Inc. | | Single target | | Ophthalmology | | August 24, 2016 | |
Teva Pharmaceutical Industries Ltd. | | Undisclosed | | Undisclosed | | February 2, 2016 | |
* Effective date of agreement | | | | | | | |
Results of Operations
Comparison of the three and six months ended June 30, 2023 and June 30, 2024:
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Revenue: | | | | | | | | | | | | | | | | |
Research fees | | $ | 9,830 | | | $ | 5,453 | | | $ | (4,377) | | | (45) | % | | $ | 20,400 | | | $ | 15,227 | | | $ | (5,173) | | | (25) | % |
Licensing revenue | | 226 | | | 370 | | | 144 | | | 64 | % | | 598 | | | 550 | | | (48) | | | (8) | % |
Milestone payments | | – | | | 1,500 | | | 1,500 | | 100 | % | | 1,250 | | | 1,500 | | | 250 | | 20 | % |
Total revenue | | $ | 10,056 | | | $ | 7,323 | | | $ | (2,733) | | | (27) | % | | $ | 22,248 | | | $ | 17,277 | | | $ | (4,971) | | | (22) | % |
Revenue decreased by $2.7 million from the three months ended June 30, 2023 compared to the three months ended June 30, 2024, and decreased $5.0 million from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The decrease in research fees in both periods was attributable to the timing and progress of our research and development efforts and was partially offset by two milestones reached within 2024.
Operating Expenses
Research and Development
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Research and development | | 36,473 | | | 40,927 | | | 4,454 | | | 12 | % | | 89,120 | | | 80,214 | | | (8,906) | | | (10) | % |
Research and development expenses increased by $4.5 million, or 12%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024. Research and development expenses reflect the continued growth in program execution, platform development, forward integration, and investment in partnered and internal programs, all of which contribute to increased capabilities and capacity of AbCellera's engine for antibody discovery and development. Of the total increase, $1.8 million is attributable to compensation-related expenses and $2.7 million is attributable to facilities, supplies and services expenditure consistent with the overall growth of the Company.
Research and development expenses decreased by $8.9 million, or (10)%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. Research and development expenses reflect the continued growth in program execution, platform development, forward integration, and investment in partnered and internal programs, all of which contribute to increased capabilities and capacity of AbCellera's engine for antibody discovery and development. The decrease is attributable to specific one-time investments in co-development and internal programs of approximately $20.0 million made in the first quarter of 2023. The overall decrease was partially offset by an increase of $5.6 million in compensation-related expenses and a $5.5 million increase in facilities, supplies and services expenditure consistent with the overall growth of the Company.
Sales and Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Sales and marketing | | 3,841 | | | 3,136 | | | (705) | | | (18) | % | | 7,612 | | | 6,501 | | | (1,111) | | | (15) | % |
Sales and marketing expenses decreased by $0.7 million, or (18)%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024. The decrease was attributable to a reduction in consulting fees and other expenses related to our business development activity.
Sales and marketing expenses decreased by $1.1 million, or (15)%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The decrease was attributable to a reduction in consulting fees and other expenses related to our business development activity.
General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
General and administrative | | 15,521 | | | 20,192 | | | 4,671 | | | 30 | % | | 30,655 | | | 37,544 | | | 6,889 | | | 22 | % |
General and administrative expenses increased by $4.7 million, or 30%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024. The increase was driven by a $0.8 million increase in compensation-related costs and a $4.0 million increase in legal, software, and other general administrative costs.
General and administrative expenses increased by $6.9 million, or 22%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The increase was driven by a $1.8 million increase in compensation-related costs and a $5.2 million increase in legal, software, and other general administrative costs.
Depreciation, Amortization, and Impairment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Depreciation, amortization, and impairment | | 5,610 | | | 36,522 | | | 30,912 | | | 551 | % | | 11,124 | | | 41,366 | | | 30,242 | | | 272 | % |
Depreciation, amortization, and impairment expenses increased by $30.9 million, or 551%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024 and increased by $30.2 million, or 272%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The increase relates primarily to a full impairment charge of the carrying value of $32.0 million (or $23.2 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics. The impairment was a result of the Company's ongoing internal program portfolio prioritization.
Interest Income
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Interest income | | (10,779) | | | (9,801) | | | 978 | | | (9) | % | | (20,537) | | | (20,202) | | | 335 | | | (2) | % |
Interest income decreased by $1.0 million, or (9)%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024 and decreased $0.3 million, or (2)%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The decrease was primarily driven by a decrease in our average cash and cash equivalents and marketable securities balances in the respective periods.
Grants and Incentives
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Grants and incentives | | (4,576) | | | (3,310) | | | 1,266 | | | (28) | % | | (7,951) | | | (6,585) | | | 1,366 | | | (17) | % |
Grants and incentives decreased by $1.3 million, or (28)%, from the three months ended June 30, 2023 compared to the three months ended June 30, 2024 and decreased $1.4 million, or (17)%, from the six months ended June 30, 2023 compared to the six months ended June 30, 2024.. This decrease was primarily driven by activity relating to research and development expenditures that are eligible for reimbursement under government programs for the period.
Other (Income)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Other (income) expense | | 1,970 | | | (32,156) | | | (34,126) | | | (1732) | % | | (1,624) | | | (30,627) | | | (29,003) | | | 1786 | % |
Other (income) increased by $34.1 million from the three months ended June 30, 2023 compared to the three months ended June 30, 2024. The increase included a gain on fair value adjustments related to held-for-trading marketable securities and Trianni contingent consideration of $2.4 million, partially offset by a foreign exchange loss of $0.7 million due to fluctuations in the Canadian and U.S. dollar exchange rate. Further to the intangible asset impairment discussion above, at June 30, 2024, the fair value of the contingent consideration was adjusted to reflect the expected value of the Company's ongoing internal program portfolio prioritization, resulting in a $32.4 million non-cash fair value gain.
Other (income) increased by $29.0 million from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The $32.4 million fair value gain discussed in the three months ended June 30, 2024 above was partially offset by fair value adjustments related to held-for-trading marketable securities and contingent consideration of $2.4 million and a foreign exchange loss of $1.0 million due to fluctuations in the Canadian and U.S. dollar exchange rate.
Income Tax Recovery
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| | 2023 | | 2024 | | Amount | | % | | 2023 | | 2024 | | Amount | | % |
Income tax recovery | | (7,476) | | | (11,257) | | | (3,781) | | | 51 | % | | (15,513) | | | (13,394) | | | 2,119 | | | (14) | % |
Income tax recovery increased by $3.8 million from the three months ended June 30, 2023 compared to the three months ended June 30, 2024 and decreased by $2.1 million from the six months ended June 30, 2023 compared to the six months ended June 30, 2024. The movement in each period was driven by the current net loss and a change in effective income tax rates.
Liquidity and Capital Resources
As of June 30, 2024, we had $670.4 million of cash, cash equivalents and marketable securities, comprising $148.3 million in cash and cash equivalents and $522.0 million in marketable securities. The decrease of $90.2 million since December 31, 2023, was primarily from a combination of cash flow used in operations due to our continued research and development activity, our internal pipeline, continued investment in the capacity and capabilities of our discovery and development engine, investments in our corporate headquarters and GMP facility under construction, and offset by government contributions received in the six months ended June 30, 2024.
While we have generated positive operating cash flows in the past, we intend to significantly invest in our business, and as a result may continue to incur operating losses in future periods. We will continue to use our significant available liquidity from our cash, cash equivalents and marketable securities to fund and invest in research and development efforts towards expanding our capabilities and expertise along our discovery and development engine, the building of our business development team and marketing our solutions to new and existing partners, and the expansion of our corporate headquarters, GMP facility and related infrastructure, including optimization of long-term office-lease arrangements. Based
on our current business plan, we believe that our available liquidity from existing cash, cash equivalents, marketable securities, loan receivables, and government contributions, will be sufficient to meet our working capital and capital expenditure needs and do not anticipate the need of additional external funding over at least the next 36 months following the date of this report.
Government of Canada and Government of British Columbia Contributions
In May 2023, we entered into multi-year contribution agreements with the Government of Canada and the Government of British Columbia. Under the agreements, up to $166.7 million ($225.0 million CAD) and $55.6 million ($75.0 million CAD) was committed by the Government of Canada and the Government of British Columbia, respectively, to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research. See the notes to our condensed consolidated financial statements for further information related to the government contributions.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2023 | | 2024 |
Net cash provided by (used in): | | | | |
Operating activities | | $ | (24,160) | | | $ | (71,674) | |
Investing activities | | (183,999) | | | 82,008 | |
Financing activities | | (39) | | | 5,482 | |
Effect of exchange rate fluctuations on cash and cash equivalents | | 584 | | | (824) | |
Net increase (decrease) in cash and cash equivalents | | $ | (207,614) | | | $ | 14,992 | |
Operating activities
Net cash used in operating activities increased from $24.2 million in the six months ended June 30, 2023 to $71.7 million in the six months ended June 30, 2024. The increase in cash flows used in operations was attributable to research and development activity, program execution, and investment in partnered and internal programs.
Investing activities
Net cash used in investing activities decreased from $184.0 million used in investing activities in the six months ended June 30, 2023 to $82.0 million provided by investing activities in the six months ended June 30, 2024. The decrease in cash used in investing activities was primarily attributable to specific one-time investments that occurred in the first quarter of 2023, receipt of grant funding, and proceeds from marketable securities in the six months ended June 30, 2024.
Financing activities
For the six months ended June 30, 2023, net cash used in financing activities included a $0.9 million contingent consideration payment, partially offset by proceeds from the exercise of options for common stock. Net cash provided by financing activities was $5.5 million for the six months ended June 30, 2024 due to proceeds from other long-term liabilities and the exercise of stock options.
Critical Accounting Policies and Significant Judgements and Estimates
Detailed information about our critical accounting policies and estimates is set forth in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to these policies during the six months ended June 30, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our exposure to market risk is described in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our annual report on Form 10-K for the year ended December 31, 2023. We believe our exposure to market risk has not changed materially since then.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are designed to ensure that information required to be disclosed is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2024 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
On August 4, 2023, the District Court lifted the stay in the pending matter against Bruker Cellular Analysis (On October 3, 2023, PhenomeX, the successor to Berkeley Lights was acquired by Bruker Cellular Analysis). The case has since resumed. No trial date has been set. The Company maintains its belief in the merits of this infringement matter and will continue to enforce its intellectual property portfolio worldwide.
On July 26, 2023, Bruker Cellular Analysis filed a Notice of Appeal in IPR2021-1249 matter. The Company believes the appeal is meritless and that the decision of the United States Patent Trial and Appeal Board will be upheld.
In the pending matter Sabariah Schrader, Executrix of the Estate of John William Schrader et al. v. Carl Lars Genghis Hansen, et al., the Company recently filed a Notice of Application seeking to dismiss certain Company affiliates from the matter. No hearing date has been set. All co-defendants have been served. The Company is proceeding to seek dismissal of certain Company affiliates for lack of jurisdiction. No other activity is occurring with respect to this matter. The Company believes that Plaintiffs’ claim is meritless and frivolous in all respects and intends to defend itself appropriately.
There have been no material changes to legal proceedings as set forth in our annual report on Form 10-K for the period ended December 31, 2023.
Item 1A. Risk Factors.
Risks Related to Our Business and Strategy
We have incurred losses in certain years since inception, including in 2023, and we may not be able to generate sufficient revenue to achieve profitability.
We expect to continue investing in our business. We expect to experience fluctuations in revenue and expenses which makes it difficult to evaluate our business. We may incur losses that are materially larger than what we have previously incurred. During the year ended December 31, 2023, we incurred a net loss of approximately $146.4 million. We have also incurred losses in certain other years since our inception and anticipate that we may incur significant losses for the foreseeable future. We expect that our operating expenses will continue to increase significantly, including as we:
•invest in research and development activities to improve our discovery and development engine and initiate and advance internal programs;
•market our solutions to new and existing partners;
•acquire businesses or technologies to support our business;
•attract, hire and retain qualified personnel;
•maintain, expand, enforce, protect and defend our intellectual property portfolio;
•prosecute and defend our ongoing and any future patent litigation;
•continue to build our new GMP manufacturing facility;
•create additional infrastructure to support our operations, including expanding our sales and marketing organization;
•add operational, financial and management information systems and personnel to support our operations as a public company; and
•experience any delays or encounter issues with any of the above.
Our expenses could increase beyond expectations for a variety of reasons, including our growth strategy and the increase in our operations. Since our inception, we have financed our operations primarily from royalty revenue, revenue from upfront payments generated through our receipt of technology access fees and discovery research fees through the performance of service contracts with our partners, payments from partners upon the satisfaction of clinical milestones, government funding and one-off government grants, incurring debt, and from private placements of our common and convertible preferred shares. Given our strategy and plans to invest in enhancing and scaling our business, we will need to generate significant additional revenue to achieve and sustain future profitability. Even though we have achieved profitability in recent periods, we cannot be sure that we will remain profitable for any sustained period of time. We may not be able to generate sufficient revenue to achieve profitability and our recent and historical growth should not be considered indicative of our future performance.
Our revenue has fluctuated from period to period, and our revenue for any historical period may not be indicative of results that may be expected for any future period.
During the years ended December 31, 2021, 2022, and 2023, we received payments from our partnership contracts generated upon the satisfaction of clinical milestones, licensing revenue derived from use of the Trianni platform, research fees for research performed for our partners, and royalty payments on sales of bamlanivimab and bebtelovimab. Upfront technology access fees are generated upon execution of our partnership agreements. Research and discovery fees are generated by research activities that we perform for our partners, the timing and nature of which are dictated by the commencement of antibody discovery campaigns selected by our partners. Clinical milestone payments are generated upon the achievement of development milestones by our partners with respect to the antibodies that we deliver. We are also eligible to receive royalty payments upon net sales of antibodies that we have discovered for our partners. In 2021 and
2022, these royalty payments related to our partnership with Lilly upon sales of bamlanivimab and bebtelovimab, antibodies designed to treat and prevent COVID-19. Therefore, royalty payments that we have received in recent periods are derived from a compound developed in a single partnership. In November 2022, the FDA announced that bamlanivimab and bebtelovimab, respectively, were no longer authorized for emergency use and, as a result, we do not expect to generate revenue from royalties associated with Lilly’s sales of our COVID-19 antibodies going forward. We have not generated any royalty revenues since 2022. We currently do not generate significant recurring revenue and, until such time as we establish significant recurring revenue, if at all, we will be prone to regular fluctuations in our revenue dependent on the timing of our entry into partnership agreements, our partners initiating discovery programs, our partners achieving development milestones or commercial sales, or the progress of our internal discovery programs, with respect to drug candidates utilizing antibodies discovered using our discovery and development engine. We do not expect to generate significant recurring revenue unless and until such time as we secure additional programs under contract that, in the aggregate, result in regular and continuous execution of new partnership contracts, research discovery activities, achievement of development milestones or commencement of commercial sales. However, we are unable to predict whether and the extent to which the minimum annual payments under our partnership agreements will be exceeded, or the timing of the achievement of any milestones under these agreements, if they are achieved at all. In some cases, the timing and likelihood of payments to us under these agreements is dependent on our partners’ successful utilization of the antibodies discovered using our discovery and development engine, which is outside of our control. Because of these factors, our operating results could vary materially from quarter to quarter from our forecasts.
Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.
Our quarterly and annual operating results have fluctuated in the past and may fluctuate in the future, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:
•the level of demand for our antibody discovery and development engine and solutions, which may vary significantly;
•interest income from our cash management strategy, which is subject to variability due to cash, cash equivalents and marketable securities balance's and market interest yields available to the Company;
•royalty payments received from our partnership with Lilly upon sales of bamlanivimab or bebtelovimab, which have varied significantly and were dependent on obtaining emergency use authorization by the FDA;
•the timing and cost of, and level of investment in, research, development and commercialization activities relating to our discovery and development engine and initiation and advancement of internal programs, which may change from time to time;
•the start and completion of programs in which our discovery and development engine is utilized;
•the relative reliability and robustness of our discovery and development engine, including the data generation and computational tools within our discovery and development engine;
•the introduction of new technologies, platform features or software, by us or others in our industry;
•expenditures that we may incur to acquire, develop or commercialize additional technologies;
•expenditures involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including costs related to our intellectual property litigation with Bruker, and the outcome of this and any other future patent litigation we may be involved in;
•costs related to our civil litigation with the Estate of John Schrader, or Schrader, and the outcome of this and any other future civil litigation we may be involved in;
•the degree of competition in our industry and any change in the competitive landscape of our industry, including consolidation among our competitors or future partners;
•natural disasters, outbreaks of disease or public health crises, such as the COVID-19 pandemic;
•the timing and nature of any future acquisitions or strategic partnerships;
•future accounting pronouncements or changes in our accounting policies; and
•general social, political and economic conditions and other factors, including inflationary pressures and factors unrelated to our operating performance or the operating performance of our competitors.
For example, 2020 was the first year in which we received payments from a partner beyond upfront fees. The antibody, bamlanivimab, developed by Lilly, has undergone clinical testing and previously received emergency use authorization, or EUA, from the FDA, although the FDA in November 2022 announced that bamlanivimab is no longer authorized for emergency use in the U.S. We have received associated milestone payments and royalties on net sales in 2020, 2021, and 2022. Lilly progressed into these clinical trials at a greatly accelerated pace as a result of the Coronavirus Treatment Acceleration Program, which is a special emergency program for possible coronavirus therapies created by the FDA in 2020 to expedite the development of potentially safe and effective life-saving treatments to combat the COVID-19 pandemic. With respect to other or future product candidates, there is no assurance that any of our partners or collaborators will be able to advance a product candidate through clinical development on this timeframe again in the future, or at all. We initiated our partnering program in 2015 and have only had three AbCellera discovery programs and three Trianni programs result in milestone or royalty payments to us to date, and we have not yet had a program receive marketing approval. There is no guarantee that we will continue to generate the levels of revenue, particularly milestone and royalty revenues, from our partnerships as we have experienced in recent periods. In addition, we have only recently begun to generate licensing revenue from our Trianni humanized rodent platform. There can be no assurance that we will continue to generate or expand our licensing revenue from this product offering in future periods.
The effect of one of the factors discussed above, or the cumulative effects of a combination of factors discussed above, could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.
We may need to raise additional capital to fund our existing operations, improve our discovery and development engine, advance internal programs, or expand our operations. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
Based on our current business plan, we believe our available liquidity from existing cash and cash equivalents, marketable securities, and anticipated cash flows from operations and government contributions, will be sufficient to meet our working capital and capital expenditure needs and expenditure required for later stage development of our internal pipeline to IND. We do not anticipate the need of additional external funding over at least the next 36 months following the date of this report. If our available cash resources together with our anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of lower demand for our antibody discovery and development engine, or the realization of other risks described in this quarterly report, we may be required to raise additional capital prior to such time through issuances of equity or convertible debt securities, entrance into a credit facility or another form of third-party funding or seek other debt financing, including real estate and asset backed financing on the significant investments we have funded towards our corporate headquarters and GMP facility which are currently under construction. Such additional financing may not be available on terms acceptable to us or at all.
In any event, we may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. For example, this may include reasons such as to:
•increase our sales and marketing efforts to drive market recognition of our discovery and development engine and address competitive developments;
•fund development and marketing efforts of our current and future internal and partner programs;
•expand the capabilities of our discovery and development engine into adjacent therapeutic modalities, including vaccine development and cell therapy;
•acquire, license or invest in technologies;
•acquire or invest in complementary businesses or assets; and
•finance capital expenditures and general and administrative expenses.
Our present and future funding requirements will depend on many factors, including:
•our ability to achieve revenue growth;
•the cost of expanding our operations, including our sales and marketing efforts;
•our rate of progress in selling access to our discovery and development engine, the initiation and advancement internal programs and marketing activities associated therewith;
•our rate of progress in, and cost of research and development activities associated with, antibody discovery;
•the effect of competing technological and market developments;
•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including costs related to our intellectual property litigation with Bruker, and the outcome of this and any other future patent litigation we may be involved in;
•costs related to our civil litigation with Schrader, and the outcome of this and any other future civil litigation we may be involved in; and
•costs related to any domestic and international expansion.
The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our shareholders would result. Any preferred equity securities issued also would likely provide for rights, preferences or privileges senior to those of holders of our common shares. If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges senior to those of holders of our common shares. Debt financing and preferred equity financing, if available, may also involve agreements that include covenants restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making product acquisitions, making capital expenditures, or declaring dividends. For example, our agreement with the Strategic Innovation Fund, or SIF, requires us to obtain consent in the event that an individual or company (or two or more of them acting in concert) acquires the direct or indirect beneficial ownership of 20% or more of our voting securities. In the event consent is not obtained, the agreement may be terminated and we will be obligated to repay all or a portion of the contribution amounts from SIF.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, if we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and could have a material adverse effect on our business, financial condition, results of operations and prospects.
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition, and stock price.
From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. The financial markets and the global economy may also be adversely
affected by the current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, terrorism or other geopolitical events such as the conflict in Israel and the Gaza Strip and additional escalating conflicts in the Middle East, and the related impact on our business and the markets generally. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. Moreover, there has been recent instability of the global banking system. Continued disruptions in the banking system, both in the U.S. or abroad, may impact our or our customers’ liquidity and, as a result, negatively impact our business and operating results. If the current equity and credit markets deteriorate, the value and liquidity of our cash, cash equivalents and marketable securities may fluctuate substantially and it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Although we have not realized any significant losses on our cash, cash equivalents and our diversified portfolio of high credit quality marketable securities, future fluctuations in their value could result in significant losses and could have a material adverse impact on our results of operations and financial condition. In addition, failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price. There is also a risk that one or more of our current service providers, manufacturers and other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.
Our commercial success depends on the quality of our antibody discovery and development engine and technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.
We utilize our antibody discovery and development engine to identify antibodies for further development and potential commercialization by our partners. As a result, the quality and sophistication of our discovery and development engine is critical to our ability to conduct our research discovery activities and to deliver more promising molecules and to accelerate and lower the costs of discovery as compared to traditional methods for our partnerships. In particular, our business depends, among other things, on:
•our discovery and development engine’s ability to successfully identify therapeutic antibodies on the desired timeframes that can ultimately be used to prevent and treat diseases;
•our ability to execute on our strategy to enter into new partnerships with new or existing partners and establish a robust internal pipeline of antibody discovery programs;
•our ability to partner our internally developed pipeline;
•our ability to increase awareness of the capabilities of our technology and solutions;
•our partners’ and potential partners’ willingness to adopt new technologies;
•whether our discovery and development engine reliably provides advantages over legacy and other alternative technologies and is perceived by customers to be cost effective;
•the rate of adoption of our solutions by pharmaceutical companies, biotechnology companies of all sizes, government organizations and non-profit organizations and others;
•prices we charge for our data packages and the discoveries that we make;
•the relative reliability and robustness of our discovery and development engine;
•our ability to develop new solutions for partners;
•if competitors develop a platform that performs functional testing of cells at a greater throughput than us;
•the timing and scope of any approval that may be required by the FDA, or any other regulatory body for drugs that are developed based on antibodies discovered by us;
•the impact of our investments in innovation and commercial growth;
•negative publicity regarding our or our competitors’ technologies resulting from defects or errors; and
•our ability to further validate our technology through research and accompanying publications.
There can be no assurance that we will successfully address any of these or other factors that may affect the market acceptance of our discovery and development engine. If we are unsuccessful in achieving and maintaining market acceptance of our discovery and development engine, our business, financial condition, results of operations and prospects could be adversely affected.
Failure to execute our business strategy could adversely impact our growth and profitability.
Our strategy focuses on the development of antibody-based drugs and improving the way these drugs are discovered and developed. Our strategy assumes a certain degree of capital and capacity growth development. Factors such as insufficient capital, inflation, supply chain interruptions, inadequate forecasting, increases in construction material costs, or labor shortages could interfere with the successful execution of our strategy and our ability to timely build infrastructure to satisfy capacity needs and support business growth. If we are unable to successfully execute on this strategy, this could negatively impact our future results of operations and market capitalization. For additional discussion of our business strategy, please see the section entitled “Item 1. Business” included in our Annual Report on Form 10-K for the year ended December 31, 2023.
We allocate our resources to pursue a particular development candidate or indication and, as a result, may fail to capitalize on other development candidates or indications that may be more profitable or for which there is a greater likelihood of success.
We allocate our resources on certain research programs and development candidates. As a result, we may forgo or delay pursuit of opportunities with other development candidates or for our current development candidates in other indications that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable and profitable market opportunities. Our spend on current and future research and development programs and development candidates for specific indications may not yield any commercially viable drugs. If we do not accurately evaluate the commercial potential or target market for a particular development candidate, we may relinquish valuable rights to that candidate through collaboration, licensing or other commercialization opportunities.
If we cannot maintain and expand current partnerships and agreements and enter new partnerships that generate discovery programs for antibodies, our business could be adversely affected.
Our primary focus is on the discovery of antibodies for targets that are selected by our partners. Our partners then use the data packages provided by us to develop their own drug candidates without our involvement. As a result, our success depends on our ability to expand the number and scope of our partnerships. Many factors may impact the success of these partnerships, including our ability to perform our obligations, our partners’ satisfaction with our data packages, our partners’ ability to successfully develop, secure regulatory approval for and commercialize drug candidates using antibodies discovered using our discovery and development engine, our partners’ internal priorities (including fluctuations in research and developments budgets), our partners’ resource allocation decisions and competitive opportunities, disagreements with partners, the costs required of either party to the partnerships and related financing needs, and operating, legal and other risks in any relevant jurisdiction.
In our partnership programs, we maintain rights to large unique data sets that connect information at the level of single-cell measurements, DNA sequence and protein function. We use this data to create an accelerating flywheel of learning: data generation from our partnership business provides the basis for AI modules that lead to expanded capabilities and faster data generation which supports our partnership business. As a result, in addition to reducing our revenue or delaying the development of our future solutions, the loss of one or more of these relationships may reduce our exposure to such information, thus hindering our efforts to further our technological differentiation and improve our discovery and development engine. In certain of our partnership programs, we may elect to make additional investments in certain partnership agreements at progressive stages of preclinical development, clinical development, and commercialization in exchange for an increased share of product sales. Because of the inherent uncertainties in drug development described elsewhere in these Risk Factors, there can be no assurance that any additional investments we may elect to make would yield meaningful return, if at all.
We engage in conversations with companies regarding potential partnerships on an ongoing basis. These conversations may not result in a commercial agreement. Even if an agreement is reached, the resulting relationship may not be successful, including due to our inability to discover any usable antibodies for the selected targets or the antibodies that we do discover may not be successfully developed or commercialized by our partners. In such circumstances, we would not generate any substantial revenues from such a collaboration in the form of discovery research fees, milestone payments, royalties or otherwise. Speculation in the biotechnology industry about our existing or potential partnerships can be a catalyst for adverse speculation about us, or our data packages, which can adversely affect our reputation and our business.
A reduction in demand and research and development activities by current and prospective partners may adversely affect our business.
Our business could be adversely affected by any significant decrease in drug research and development expenditures by pharmaceutical and biotechnology companies, as well as by government agencies or private foundations. Similarly, economic factors and industry trends that affect our partners in these industries also affect their research and development budgets and, consequentially, our business as well.
Our partners include researchers at pharmaceutical and biotechnology companies. Our ability to continue to grow and win new business is dependent in large part upon the ability and willingness of the pharmaceutical and biotechnology industries to continue to spend on molecules in the non-clinical phases of research and development (and in particular discovery and development assessment) and to outsource the products and services we provide. Furthermore, our partners continue to search for ways to maximize the return on their investments with a focus on lowering research and development costs per drug candidate. Fluctuations in the expenditure amounts in each phase of the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products and services. Research and development budgets fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities (including available resources of our biotechnology partners, particularly those that are cash-negative, who may be highly focused on rationing their liquid assets in a challenging funding environment), general economic conditions, institutional budgetary policies and the impact of government regulations, including potential drug pricing legislation. Available funding for biotechnology partners in particular may be affected by the capital markets, investment objectives of venture capital investors and priorities of biopharmaceutical industry sponsors.
In recent periods, we have depended on a limited number of partners for our revenue, the loss of any of which could have an adverse impact on our business.
In recent periods, a limited number of partnerships accounted for a significant portion of our revenues. For example, royalty revenue for years ended December 31, 2021 and 2022, have come exclusively from our partnership with Lilly. Milestone payments have primarily come from our partnership with Lilly and all licensing revenue has come from the use of the Trianni platform for the years ended December 31, 2021, 2022, and 2023. Because a significant portion of our revenue in 2021 and 2022 was derived from sales of bamlanivimab and bebtelovimab, the reduction in sales of these compounds that we have experienced in recent periods have reduced or eliminated our royalty revenues attributed to sales of this compound. For example, we have not received any royalty revenues from our partnership with Lilly since December 31, 2022. If these reductions are not offset by increases in other sources of revenue, our results of operations for future periods may be materially and adversely affected.
Our existing partnerships cover a large number of current programs under contract, and therefore represent a large portion of potential downstream value. In addition, our partnership agreements are typically terminable at will with 90 days’ notice prior to identification of a target, after which point they may only be terminated for cause. As a result, if we fail to maintain our relationships with our partners or if any of our partners discontinue their programs, our future results of operations could be materially and adversely affected.
Development of a biological molecule is inherently uncertain, and it is possible that none of the antibody-drug candidates discovered using our antibody discovery and development engine that are further developed by us or our partners will receive marketing approval or become viable commercial products, on a timely basis, or at all.
We use our discovery and development engine to offer antibodies to partners who are engaged in antibody discovery and development. These partners include large cap pharmaceutical companies, biotechnology companies of all sizes and non-profit and government organizations. While we receive upfront payments generated through our receipt of technology access fees and discovery research fees for performing research activities for our partners, we estimate that the vast majority of the economic value of the contracts that we enter into with our partners is in the downstream payments that are payable if certain milestones are met or approved products are sold. As a result, our future growth is dependent on the ability of our partnerships to successfully develop and commercialize therapies based on antibodies discovered using our discovery and development engine. Due to our reliance on our partners, the risks relating to product development, regulatory clearance, authorization or approval and commercialization apply to us derivatively through the activities of our partners. While we believe our discovery and development engine is capable of identifying high quality antibodies, there can be no assurance that our partnerships will successfully develop, secure marketing approvals for and commercialize any drug candidates based on the antibodies that we discover. As a result, we may not realize the intended benefits of our partnerships. We initiated our partnering program in 2015 and have only had three AbCellera discovery programs and three Trianni programs result in milestone or royalty payments to us to date, and we have not yet had a program receive clinical marketing approval.
Due to the uncertain, time-consuming and costly clinical development and regulatory approval process, there may not be successful development of any drug candidates with the antibodies that we discover, or we and our partners may choose to discontinue the development of these drug candidates for a variety of reasons, including due to safety, risk versus benefit profile, exclusivity, competitive landscape, commercialization potential, production limitations or prioritization of their resources. It is possible that none of these drug candidates will ever receive regulatory approval and, even if approved, such drug candidates may never be successfully commercialized. For example, under our research agreement with Lilly, we are eligible to receive and have received payments upon the achievement of certain development milestones and are eligible to receive royalties resulting from sales of both COVID-19 and non-COVID-19 products that incorporate antibodies we discovered. While we have received milestone and royalty payments from this collaboration, there can be no assurance that we will receive additional milestone payments or any royalties in the future. For example, in November 2022, the FDA announced bebtelovimab is no longer authorized for emergency use in the U.S., and Lilly and its authorized distributors have paused commercial distribution until further notice by the FDA. Furthermore, there can be no assurance that Lilly will be successful in its further development of bebtelovimab.
In addition, even if these drug candidates receive regulatory approval in the United States, the drug candidates may never obtain approval or commercialize such drugs outside of the United States, which would limit their full market potential and therefore our ability to realize their potential downstream value. Furthermore, approved drugs may not achieve broad market acceptance among physicians, patients, the medical community and third-party payors, in which case revenue generated from their sales would be limited. Likewise, we or our partners have to make decisions about which clinical stage and preclinical drug candidates to develop and advance, and we or our partners may not have the resources to invest in all of the drug candidates that contain antibodies discovered using our discovery and development engine, or clinical data and other development considerations may not support the advancement of one or more drug candidates. Decision-making about which drug candidates to prioritize involves inherent uncertainty, and our partners’ development program decision-making and resource prioritization decisions, which are outside of our control, may adversely affect the potential value of those partnerships. Additionally, subject to its contractual obligations to us, if one more of our partners is involved in a business combination, the partner might deemphasize or terminate the development or commercialization of any drug candidate that utilizes an antibody that we have discovered. If one of our strategic partners terminates its agreement with us, we may find it more difficult to attract new partners.
We are also subject to industry-wide FDA and other regulatory risk. The number of new drug applications, or NDAs, and biologics license applications, or BLAs, approved by the FDA varies significantly over time and if there were
to be an extended reduction in the number of NDAs and BLAs approved by the FDA, the biotechnology industry would contract and our business would be materially harmed.
The failure to effectively advance, market and sell suitable drug candidates with the antibodies that we discover could have a material adverse effect on our business, financial condition, results of operations and prospects, and cause the market price of our common shares to decline. In addition to the inherent uncertainty in drug development addresses above, our ability to forecast our future revenues may be limited.
The failure of our partners to meet their contractual obligations to us could adversely affect our business.
Our reliance on our partners poses a number of additional risks, including the risk that they may not perform their contractual obligations to us to our standards, in compliance with applicable legal or contractual requirements, in a timely manner or at all; they may not maintain the confidentiality of our proprietary information; and disagreements or disputes could arise that could cause delays in, or termination of, the research, development or commercialization of products using our antibodies or result in litigation or arbitration.
In addition, certain of our partners are large, multinational organizations that run many programs concurrently, and we are dependent on their ability to accurately track and make milestone payments to us pursuant to the terms of our agreements with them. Any failure by them to inform us when milestones are reached and make related payments to us could adversely affect our results of operations.
Moreover, some of our partners are located in markets subject to political and social risk, corruption, infrastructure problems and natural disasters, and are often subject to country-specific privacy and data security risk as well as burdensome legal and regulatory requirements. Any of these factors could adversely impact their financial condition and results of operations, which could impair their ability to meet their contractual obligations to us, which may have a material adverse effect on our business, financial condition and results of operations.
We may be unable to manage our current and future growth effectively, which could make it difficult to execute on our business strategy.
Since our inception in 2012, we have experienced rapid growth and anticipate further growth in our business operations. This growth requires managing complexities across all aspects of our business, including complexities associated with increased headcount, integration of acquisitions, expansion of international operations, expansion of facilities, including our new GMP facility, execution on new lines of business and implementations of appropriate systems and controls to grow the business. Our growth has required significant time and attention from our management, and placed strains on our operational systems and processes, financial systems and internal controls and other aspects of our business.
We expect to continue to increase headcount and to hire more specialized personnel in the future as we grow our business. We will need to continue to hire, train and manage additional qualified scientists, engineers, laboratory personnel, client and account services personnel and sales and marketing staff and improve and maintain our technology to properly manage our growth. We may also need to hire, train and manage individuals with expertise that is separate, supplemental or different from expertise that we currently have, and accordingly we may not be successful in hiring, training and managing such individuals. For example, if our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. Improving our technology and processes have required us to hire and retain additional scientific, engineering, sales and marketing, software, manufacturing, distribution and quality assurance personnel. We currently serve partners around the world and plan to continue to expand to new international jurisdictions as part of our growth strategy, which will lead to increased dispersion of our employees. Moreover, we may need to hire additional accounting, finance and other personnel in connection with our efforts to continue to comply with the requirements of being a public company. As a public company, our management and other personnel need to devote a substantial amount of time towards maintaining compliance with these requirements. A risk associated with maintaining this rate of growth, for example, is that we may face challenges integrating, developing and motivating our rapidly growing and increasingly dispersed employee base.
We may not be able to maintain the quality, reliability or robustness of our discovery and development engine, or the expected turnaround times of our solutions and support, or to satisfy customer demand as we grow. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. If we are unable to manage our growth properly, we may experience future weaknesses in our internal controls, which we may not successfully remediate on a timely basis or at all. To effectively manage our growth, we must continue to improve our operational and manufacturing systems and processes, our financial systems and internal controls and other aspects of our business and continue to effectively expand, train and manage our personnel. The time and resources required to improve our existing systems and procedures, implement new systems and procedures and to adequately staff such existing and new systems and procedures is uncertain, and failure to complete this in a timely and efficient manner could adversely affect our operations and negatively impact our business and financial results.
We have invested, and expect to continue to invest, in research and development efforts that further enhance our technology and platform. Such investments in technology are inherently risky and may affect our operating results. If the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.
Since our inception, we have dedicated a substantial portion of our resources on the development of our engine and the technology that we incorporate to further enhance our antibody discovery and development engine, and our internal pipeline. These investments may involve significant time, risks, and uncertainties, including the risk that the expenses associated with these investments may affect operating results and that such investments may not generate sufficient technological advantage relative to alternatives in the market which would, in turn, impact revenues to offset liabilities assumed and expenses associated with these new investments. The industry in which we operate changes rapidly as a result of technological and drug developments, which may render our solutions less desirable. We believe that we must continue to invest a significant amount of time and resources in our discovery and development engine, and our internal pipeline, to maintain and improve our competitive position. If we do not achieve the benefits anticipated from these investments, if the achievement of these benefits is delayed, if our discovery and development engine is not able to accelerate the process of antibody discovery as quickly as we anticipate, or if our internal pipeline is not successful, our revenue and operating results may be adversely affected.
Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs, and the price of our common shares may decline as a result of announcements of unexpected results or developments.
Our partners have significant discretion in determining when and whether to make announcements about the status of our partnerships, including about preclinical and clinical developments and timelines for advancing antibodies discovered using our discovery and development engine. We do not plan to disclose the development status and progress of individual drug candidates of our partners, unless and until those partners do so first. Our partners may wish to report such information more or less frequently than we intend to or may not wish to report such information at all, in which case we would not report that information either. In addition, if partners choose to announce a collaboration with us, there is no guarantee that we will recognize research discovery fees in that quarter or even the following quarter, as such fees are not payable to us until our partner begins discovery activities. The price of our common shares may decline as a result of the public announcement of unexpected results or developments in our partnerships, or as a result of our partners withholding such information.
Our partners may not achieve projected discovery and development milestones and other anticipated key events in the expected timelines or at all, which could have an adverse impact on our business and could cause the price of our common shares to decline.
From time to time, we may make public statements regarding the expected timing of certain milestones and key events, as well as regarding developments and milestones under our partnerships, to the extent that our partners have publicly disclosed such information or permit us to make such disclosures. Certain of our partners have also made public
statements regarding their expectations for the development of programs under partnership with us and they and other partners may in the future make additional statements about their goals and expectations for partnerships with us. The actual timing of these events can vary dramatically due to a number of factors such as delays or failures in our or our current and future partners’ antibody discovery and development programs, the amount of time, effort, and resources committed by us and our current and future partners, and the numerous uncertainties inherent in the development of drugs. As a result, there can be no assurance that our partners’ current and future programs will advance or be completed in the time frames we or they expect. If our partners fail to achieve one or more of these milestones or other key events as planned, our business could be materially adversely affected and the price of our common shares could decline.
Our future success is dependent on the eventual approval and commercialization of products developed by our partners for which we have no control over the clinical development plan, regulatory strategy or commercialization efforts.
Our business model is dependent on the eventual progression of therapeutic candidates discovered or initially developed utilizing our discovery and development engine into clinical trials and commercialization. This requires us to attract partners and enter into agreements with them that contain obligations for the partners to pay us milestone payments as well as royalties on sales of approved products for the therapeutic candidates they develop that are generated utilizing our discovery and development engine. Given the nature of our relationships with our partners, we do not control the progression, clinical development, regulatory strategy or eventual commercialization, if approved, of these therapeutic candidates. As a result, our future success and the potential to receive milestones and royalties are entirely dependent on our partners’ efforts over which we have no control. Additionally, unless publicly disclosed by our partners, we do not have access to information related to our partners’ preclinical studies or clinical trial results, including serious adverse events, or ongoing communications with the FDA or other regulatory authorities regarding our partners’ development strategy, which limits our visibility into how such programs may be progressing. If our partners determine not to proceed with the future development of a drug candidate discovered or initially developed utilizing our discovery and development engine, or if they implement preclinical, clinical or regulatory strategies that ultimately do not result in the further development or approval of the therapeutic candidate, we will not receive the benefits of our partnerships, which may have a material and adverse effect on our operations.
We may not be able to file INDs or IND amendments to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed.
We may not be able to file INDs for our internal pipeline candidates on the timelines we expect. For example, we may experience delays with IND-enabling studies or manufacturing delays. Moreover, we cannot be sure that submission of an IND will result in the FDA allowing further clinical trials to begin, or that, once begun, issues will not arise that suspend or terminate clinical trials. Additionally, even if such regulatory authorities agree with the design and implementation of the clinical trials set forth in an IND, we cannot guarantee that such regulatory authorities will not change their requirements in the future. These considerations also apply to new clinical trials we may submit as amendments to a new IND. Any failure to file INDs on the timelines we expect or to obtain regulatory approvals for our trials may prevent us from completing our clinical trials or commercializing our products on a timely basis, if at all.
We have no marketed proprietary products and have not yet independently started clinical development, which makes it difficult to assess our ability to independently develop future product candidates and monetize any resulting products.
As a company, we have no previous experience in advancing and completing clinical trials, and navigating and complying with the related regulatory requirements, including with respect to the submission of a New Drug Application, or NDA, or equivalent submission. We have not yet demonstrated our ability to independently conduct clinical development and obtain regulatory approval. To execute on our business plan, we will need to successfully reach agreement with multiple regulatory agencies on clinical and pre-clinical studies required for registration, execute our clinical development and manufacturing plans; and manage our spending as costs and expenses increase due to clinical trials, and regulatory approvals. If we are unsuccessful in accomplishing these objectives, we will not be able to develop any future product candidates independently and could fail to realize the potential advantages of doing so.
The life sciences and biotechnology platform technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve profitability.
We face significant competition in the life sciences technology market. Our technologies address antibody therapeutic discovery and development challenges that are addressed by other platform technologies controlled by companies that have a variety of business models, including the development of internal pipelines of therapeutics, technology licensing, and the sale of instruments and devices. Examples of technical competition at different steps of our discovery and development engine include:
•In the field of single-cell screening, companies that provide access to similar technologies such as Bruker, Twist Bioscience Corp, HiFiBio Inc., Ligand Pharmaceuticals Inc., and Sphere Fluidics Ltd.
•In antibody RepSeq, companies that provide access to similar technologies such as 10X Genomics Inc., Adaptive Biotechnologies Corp., Atreca Inc. and Distributed Bio Inc. (acquired by Charles River Laboratories in 2021)
•In bispecific antibody engineering, from companies that provide access to similar technologies such as AbbVie Inc., Genmab A/S, Merus N.V. and Zymeworks Inc.
•In discovery using genetically engineered rodents, companies that provide access to similar technologies such as Ablexis LLC, Crescendo Biologics Ltd., Harbour Antibodies BV, Kymab Ltd., Ligand Pharmaceuticals Inc., Alloy Therapeutics LLC, and RenBio Inc.
We also face direct business competition from companies that provide antibody discovery services using technologies such as hybridoma and display. Companies with discovery business models that include downstream payments include Adimab LLC, Distributed Bio Inc. (acquired by Charles River Laboratories in 2021) and WuXi Biologics Inc. In addition, we compete with a variety of fee-for-service contract research organizations that provide services, in most cases using legacy technologies, that compete with one or more steps in our discovery and development engine. In addition, our partners may also elect to develop their workflows on legacy systems rather than rely on our discovery and development engine.
Our competitors and potential competitors may enjoy a number of competitive advantages over us. For example, these may include:
•longer operating histories;
•larger customer bases;
•greater brand recognition and market penetration;
•greater financial resources;
•greater technological and research and development resources;
•better system reliability and robustness;
•greater selling and marketing capabilities; and
•better established, larger scale and lower cost manufacturing capabilities.
As a result, our competitors and potential competitors may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their platforms or instruments than we can or sell their platforms or instruments, or offer solutions competitive with our discovery and development engine and solutions at prices designed to win significant levels of market share. In addition, we may encounter challenges in marketing our solutions with our pricing model, which is structured to capture the potential downstream revenues associated with drug candidates that were discovered using our discovery and development engine. Our partners and potential partners may prefer one or more pricing models employed by our competitors that involve upfront payments rather than downstream revenues. We may not be able to compete effectively against these organizations.
In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies. Certain of our competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to technology and platform development than we can. If we are unable to compete successfully against current and future competitors, we may be unable to increase market adoption and sales of our discovery and development engine, which could prevent us from increasing our revenue or sustaining profitability.
Our antibody discovery and development engine may not meet the expectations of our partners, which means our business, financial condition, results of operations and prospects could suffer.
Our success depends on, among other things, the market’s confidence that our discovery and development engine is capable of substantially shortening the amount of time necessary to perform certain research activities as compared to the use of legacy and other alternative technologies, and will enable more efficient or improved pharmaceutical and biotechnology product development. For example, while we have in the past been able to identify a potential drug candidate for human testing within 90 days, there is no assurance that we will be able to do so on this timeframe again in the future, or at all. To date, we have only had three AbCellera discovery programs and three Trianni programs result in milestone or royalty payments to us. While our partnership with Lilly has produced bamlanivimab and bebtelovimab, antibodies for which Lilly was granted two EUAs by the FDA, we have not yet had a program receive full marketing approval. We also believe that pharmaceutical and biotechnology companies are likely to be particularly sensitive to defects and errors in the use of our discovery and development engine, including if our engine fails to deliver meaningful acceleration of certain research timelines accompanied by results at least as good as the results generated using legacy or other alternative technologies. There can be no guarantee that our discovery and development engine will meet the expectations of pharmaceutical and biotechnology companies.
If we are unable to support demand for our antibody discovery and development engine, including ensuring that we have adequate teams and facilities to meet our current and future pipeline, or if we are unable to successfully manage our anticipated growth, our business could suffer.
As we initiate discovery programs and progress on internal programs, our operational capacity to execute such research activities may become strained. We may also need to purchase additional equipment, some of which can take several months or more to procure and set up. There is no assurance that the allocation of these resources, and investment in additional resources, will be successfully implemented and in a timely manner. For example, we are currently expanding our facilities in Vancouver, British Columbia. Such facilities require purpose-built buildings often with rezoning requirements. Such projects are typically long in duration and subject to delays. Failure to manage this growth could result in delays, higher costs, declining quality, and slower responses to competitive challenges. A failure in any one of these areas could make it difficult for us to meet market expectations for our data packages and could damage our reputation and the prospects for our business.
Our management uses certain key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions and such metrics may not accurately reflect all of the aspects of our business needed to make such evaluations and decisions, in particular as our business continues to grow.
In addition to our consolidated financial results, our management regularly reviews a number of operating and financial metrics, including number of programs under contract, the trend of potential downstream revenue terms (milestones and royalties) of the portfolio, the performance of the portfolio in probability of success in achieving clinical milestones as compared to historical averages and the performance of the portfolio in the time taken to achieve clinical milestones, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that these metrics are representative of our current business; however, these metrics may not accurately reflect all aspects of our business and we anticipate that these metrics may change or may be substituted for additional or different metrics as our business grows and as we introduce new solutions. If our
management fails to review other relevant information or change or substitute the key business metrics they review as our business grows, their ability to accurately formulate financial projections and make strategic decisions may be compromised and our business, financial results and future growth prospects may be adversely impacted.
The sizes of the markets and forecasts of market growth for the demand of our antibody discovery and development engine and other of our key performance indicators are based on a number of complex assumptions and estimates and may be inaccurate.
We estimate annual total addressable markets and forecasts of market growth for our discovery and development engine, data packages and technologies. We have also developed a standard set of key performance indicators in order to enable us to assess the performance of our business in and across multiple markets, and to forecast future revenue. These estimates, forecasts and key performance indicators are based on a number of complex assumptions, internal and third-party estimates and other business data, including assumptions and estimates relating to our ability to generate revenue from the development of new workflows. While we believe our assumptions and the data underlying our estimates and key performance indicators are reasonable, there are inherent challenges in measuring or forecasting such information. As a result, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors and indicators. As a result, our estimates of the annual total addressable market and our forecasts of market growth and future revenue from technology access fees, discovery research fees, milestone payments or royalties may prove to be incorrect, and our key business metrics may not reflect our actual performance. For example, if the annual total addressable market or the potential market growth for our discovery and development engine is smaller than we have estimated or if the key business metrics we utilize to forecast revenue are inaccurate, it may impair our sales growth and have an adverse impact on our business, financial condition, results of operations and prospects.
We must adapt to rapid and significant technological change and respond to introductions of new products and technologies by competitors to remain competitive.
The industries we serve are characterized by significant enhancements and evolving industry standards. As a result, our and our partners’ needs are rapidly evolving. If we do not appropriately innovate and invest in new technologies, our discovery and development engine and internal pipeline may become less desirable in the markets we serve, our partners could move to new technologies offered by our competitors or engage in antibody discovery themselves, and the internal pipeline we invest in could be less successful. Without the timely introduction of new solutions and technological enhancements, our offerings will likely become less competitive over time, in which case our competitive position and operating results could suffer. Accordingly, we focus significant efforts and resources on the development and identification of new technologies and markets to further broaden and deepen our capabilities and expertise in antibody discovery and development. For example, to the extent we fail to timely introduce new and innovative technologies or solutions, adequately predict our partners’ needs or fail to obtain desired levels of market acceptance, our business may suffer and our operating results could be adversely affected.
We depend on our information technology systems, and any failure of these systems could harm our business.
We depend on information technology and telecommunications systems for significant elements of our operations, including our laboratory information management system, our computational biology system, our knowledge management system, our customer reporting, our discovery and development engine, our advanced automation systems, and advanced application software. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations. These implementations were expensive and required a significant effort in terms of both time and effort. In addition to the aforementioned business systems, we intend to extend the capabilities of both our preventative and detective security controls by augmenting the monitoring and alerting functions, the network design and the automatic countermeasure operations of our technical systems. These information technology and telecommunications systems support a variety of functions, including manufacturing operations, laboratory operations, data analysis, quality control, customer service and
support, billing, research and development activities, scientific and general administrative activities. A significant risk in implementing these systems, for example, is the integration and communication between separate IT systems.
Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious software, bugs or viruses, human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could have an adverse effect on our business and our reputation, and we may be unable to regain or repair our reputation in the future.
Upgrading and integrating our business systems could result in implementation issues and business disruptions.
In recent years, we have been and will continue updating and consolidating systems and automating processes in many parts of our business with a variety of systems, including in connection with the integration of acquired businesses and the implementation of a new enterprise resource planning software. The expansion and ongoing implementation of operational systems may occur at a future date based on value to the business. In general, the process of planning and preparing for these types of integrated, wide-scale implementations is extremely complex and are required to address a number of challenges, including information security assessment and remediation, data conversion, network and system cutover, user training, and integration with existing processes or systems. Incongruities in any of these areas could cause operational problems during implementation including inconsistent practices, delayed report and/or data shipments, missed sales, billing errors and accounting errors.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or protected health information or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
In the ordinary course of our business, we collect and store petabytes of sensitive data, including legally protected health information, personally identifiable information, intellectual property and proprietary business information owned or controlled by ourselves or our strategic partners. We manage and maintain our applications and data by utilizing a combination of on-site systems, managed data center systems and cloud-based data center systems. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information. We face four primary risks relative to protecting this critical information: loss of access risk, inappropriate disclosure risk, inappropriate modification risk and the risk of being unable to adequately monitor our controls over the first three risks.
Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure and that of any third-party provider we may utilize, may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and regulatory penalties. Although we have implemented security measures and a formal enterprise security program to prevent unauthorized access to sensitive data, there is no guarantee that we can protect our systems from breach. Unauthorized access, loss or dissemination could also disrupt our operations (including our ability to conduct our analyses, pay providers, conduct research and development activities, collect, process and prepare company financial information, provide information about any future products, and manage the administrative aspects of our business) and damage our reputation, any of which could adversely affect our business.
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and its implementing regulations, impose certain requirements relating to the privacy, security, transmission and breach reporting of individually identifiable health information upon entities subject to the law, such as health plans, healthcare clearinghouses and healthcare providers and their respective business associates that perform services for them that involve individually identifiable health information. Mandatory penalties for HIPAA violations can be significant, and criminal and
monetary penalties, as well as injunctive relief, may be imposed for HIPAA violations. Although drug manufacturers are not directly subject to HIPAA, prosecutors are increasingly using HIPAA-related theories of liability against drug manufacturers and their agents and we also could be subject to criminal penalties if we knowingly obtain individually identifiable health information from a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.
Furthermore, in the event of a breach as defined by HIPAA, HIPAA regulations impose specific reporting requirements to regulators, individuals impacted by the breach and the media. Issuing such notifications can be costly, time and resource intensive, and can generate significant negative publicity. Breaches of HIPAA may also constitute contractual violations that could lead to contractual damages or terminations. In addition, U.S. states have enacted and are considering enacting laws relating to the protection of patient health and other data, which may be more rigorous than, or impose additional requirements beyond those required by, HIPAA. For example, the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provide such consumers new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations as well as a limited private right of action for data breaches, which may increase the volume of data breach litigation. While limited CCPA exemptions may apply to portions of our business, the recency of the CCPA’s implementing regulations and the California Attorney General’s enforcement activity means our obligations under the CCPA could evolve in the future, which may increase our compliance costs and potential liability.
Further, a California ballot initiative, the California Privacy Rights Act, or CPRA, was passed by California voters on November 3, 2020. The CPRA, which became effective on January 1, 2023, creates additional obligations with respect to processing and storing personal information. Additionally, some observers have noted that the CCPA, as modified by the CPRA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business. Already, in the United States, we have witnessed significant developments at the state level. For example, Virginia, Utah, Colorado, and Connecticut have all enacted comprehensive consumer privacy laws. While these state laws incorporate many similar concepts of the CCPA and CPRA, there are also several key differences in the scope, application, and enforcement of the law that will change the operational practices of regulated businesses. The new laws will, among other things, impact how regulated businesses collect and process personal sensitive data, conduct data protection assessments, transfer personal data to affiliates, and respond to consumer rights requests.
A number of other states have proposed new privacy laws, some of which are similar to the above discussed recently passed laws. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. The existence of comprehensive privacy laws in different states in the country would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for noncompliance.
We may also become subject to laws and regulations in non-U.S. countries covering data privacy and the protection of health-related and other personal information. In particular, the European Economic Area (“EEA”) has adopted data protection laws and regulations that impose significant compliance obligations. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure, processing and security of personal information that identifies or may be used to identify an individual, such as names, contact information, and sensitive personal data such as health data. These laws and regulations are subject to frequent revisions and differing interpretations, and have generally become more stringent over time.
The collection, use, storage, disclosure, transfer, or other processing of personal data regarding individuals in the EEA including personal health data, is subject to the EU General Data Protection Regulation (“EU GDPR”) and similarly, processing of personal data regarding individuals in the UK is subject to the UK General Data Protection Regulation and the UK Data Protection Act 2018 (“UK GDPR” and together with the EU GDPR “GDPR”). The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing
information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR also imposes strict rules on the transfer of personal data to countries outside the EEA/UK, including the United States, and permits data protection authorities to impose large penalties for violations of the GDPR, including potential fines of up to €20 million (£17.5 million under UK GDPR) or 4% of annual global revenues, whichever is greater. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR includes restrictions on cross-border data transfers of personal data to countries outside the EEA/UK that are not considered by the European Commission and UK government as providing “adequate” protection to personal data (“third countries”), including the United States. The GDPR may increase our responsibility and liability in relation to personal data that we process where such processing is subject to the GDPR, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by individual countries. Compliance with the GDPR is rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices, and despite those efforts, there is a risk that we may be subject to fines and penalties, litigation, and reputational harm in connection with our European activities.
To enable the transfer of personal data outside of the EEA or the UK, adequate safeguards (for example, the European Commission approved Standard Contractual Clauses (“SCCs”)) must be implemented in compliance with European and UK data protection laws. In addition, transfers made pursuant to the SCCs (and other similar appropriate transfer safeguards) need to be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular regarding applicable surveillance laws and relevant rights of individuals with respect to the transferred personal data, to ensure an “essentially equivalent” level of protection to that guaranteed in the EEA in the jurisdiction where the data importer is based (“Transfer Impact Assessment”). On June 4, 2021, the EC issued new forms of standard contractual clauses for data transfers from controllers or processors in the EU/EEA (or otherwise subject to the GDPR) to controllers or processors established outside the EU/EEA. The new standard contractual clauses replace the standard contractual clauses that were adopted previously under the EU Data Protection Directive. The UK is not subject to the EC’s new standard contractual clauses but has published its own transfer mechanism, the International Data Transfer Agreement and International Data Transfer Addendum (“IDTA”), which enable transfers from the UK, and has also implemented a similar Transfer Impact Assessment requirement. We will be required to implement these new safeguards and carry out Transfer Impact Assessments when conducting restricted data transfers under the GDPR and doing so will require significant effort and cost, and may result in us needing to make strategic considerations around where EEA or UK personal data is stored and transferred, and which service providers we can utilize for the processing of EEA/UK personal data. On July 10, 2023, the European Commission adopted an adequacy decision for the new EU-US Data Privacy Framework (“DPF”), the new transatlantic framework designed to support transfers of personal data from the EU to companies in the US that self-certify compliance with the DPF’s privacy requirements, without having to implement additional safeguards. The DPF replaces the Privacy Shield, which was invalidated by the European Court of Justice in July 2020. As with the previous two transatlantic frameworks, it remains to be seen whether the DPF will withstand review by the European courts.
Although the UK is regarded as a third country under the EU GDPR, the European Commission has issued a decision recognizing the UK as providing adequate protection under the EU GDPR (“Adequacy Decision”) and, therefore, transfers of personal data originating in the EEA to the UK remain unrestricted. The UK government has confirmed that personal data transfers from the UK to the EEA remain free flowing. The UK Government has also now introduced a Data Protection and Digital Information Bill (“UK Bill”) into the UK legislative process. The aim of the UK Bill is to reform the UK’s data protection regime following Brexit. If passed, the final version of the UK Bill may have the effect of further altering the similarities between the UK and EEA data protection regime and threaten the UK Adequacy Decision from the EU Commission. This may lead to additional compliance costs and could increase our overall risk. The respective provisions and enforcement of the EU GDPR and UK GDPR may further diverge in the future and create additional regulatory challenges and uncertainties.
The interpretation and application of consumer, health-related and data protection laws in the United States, the EEA, and elsewhere are often uncertain, contradictory and in flux. Any failure or perceived failure to comply with federal, state or foreign laws or regulations, contractual or other legal obligations related to data privacy or data protection may
result in claims, warnings, communications, requests or investigations from individuals, supervisory authorities or other legal or regulatory authorities in relation to our processing of personal data. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. In addition, these privacy regulations vary between states, may differ from country to country, and may vary based on whether testing is performed in the United States or in the local country. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business.
Furthermore, the loss of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on other third parties for the manufacture of our product candidates and to conduct clinical trials, and similar events relating to their computer systems could also have a material adverse effect on our business.
We may be unable to adequately protect our information systems from cyberattacks, which could result in the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure.
We rely on information technology systems that we or our third-party providers operate to process, transmit and store electronic information in our day-to-day operations. In connection with our product discovery efforts, we may collect and use a variety of personal data, such as names, mailing addresses, email addresses, phone numbers and clinical trial information. A successful cyberattack could result in the theft or destruction of intellectual property, data, or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. Cyberattacks could include industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, including ransomware, denial-of-service, social engineering fraud or other means to threaten data security, confidentiality, integrity and availability. A successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. Although we devote resources to protect our information systems, we realize that cyberattacks are a threat, and there can be no assurance that our efforts will prevent information security breaches that would result in business, legal, financial, or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition. If we were to experience an attempted or successful cybersecurity attack of our information systems or data, the costs associated with the investigation, remediation and potential notification of the attack to counterparties, data subjects, regulators or others, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants, could be material. Failure to report any such material cybersecurity incidents in a timely manner to the Securities Exchange Commission, on Form 8-K, may result in adverse impacts to our reputation. In addition, following any such attack, our remediation efforts may not be successful. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of our clinical data or patients’ personal data could result in significant liability under state, federal and international law and may cause a material adverse impact to our reputation, affect our ability to conduct new studies, and potentially disrupt our business.
The loss of any member of our senior management team or our ability to attract and retain talent across the Company, including senior management, could adversely affect our business.
We are highly dependent upon our senior management and other members of our management team as well as our senior scientists, software engineers and salespeople. Our success depends on the skills, experience and performance of key members of our senior management team, scientists, software engineers, salespeople and our other employees. The individual and collective efforts of our employees will be important as we continue to develop our discovery and development engine, and as we expand our commercial activities. The loss or incapacity of existing members of our
executive management team could adversely affect our operations if we experience difficulties in hiring qualified successors. While certain of our executive officers are party to employment contracts with us, we cannot guarantee their retention for any period of time beyond the applicable notice period.
Our research and development programs and laboratory operations depend on our ability to attract and retain highly skilled scientists and engineers. We may not be able to attract or retain qualified scientists and engineers in the future due to the competition for qualified personnel among life science businesses. We also face competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific and engineering personnel. We may have difficulties locating, recruiting or retaining qualified salespeople and other employees. Recruiting and retention difficulties can limit our ability to support our research and development and sales programs. A key risk in this area, for example, is that certain of our employees are at-will, which means that either we or the employee may terminate their employment at any time.
Our restructuring and reorganization activities may be disruptive to our operations or ineffective.
In November 2023, we underwent restructuring to better align our efforts towards the clinical development of new antibody medicines for patients. Headcount was reduced by approximately 10% and the restructuring plans may yield unintended consequences, such as attrition beyond our intended reduction in workforce and reduced employee morale, which may cause our employees who were not affected by the reduction in workforce to seek alternate employment. We cannot be certain that any of our restructuring efforts will be successful, or that we will be able to realize other anticipated benefits, savings and improvements from our current restructuring plan. We may also discover that these restructuring measures will make it difficult for us to pursue new opportunities and initiatives and may require us to hire qualified replacement personnel, which may require us to incur additional and unanticipated costs and expenses. We may also take similar steps in the future as we seek to realize operating synergies, optimize our operations to achieve our target operating model and profitability objectives, respond to market forces or better reflect changes in the strategic direction of our business. Our failure to successfully accomplish any of the above activities and goals may have a material adverse impact on our business, financial condition and results of operations.
We have made technology acquisitions and expect to acquire businesses or assets or make investments in other companies or technologies that could negatively affect our operating results, dilute our shareholders’ ownership, increase our debt or cause us to incur significant expense.
We have made technology acquisitions and expect to pursue acquisitions of businesses and assets in the future. We also may pursue strategic alliances and joint ventures that leverage our technologies and industry experience to expand our offerings or distribution. Although we have acquired other businesses or assets in the past, we may not be able to find suitable partners or acquisition or asset purchase candidates in the future, and we may not be able to complete such transactions on favorable terms, if at all. The competition for partners or acquisition candidates may be intense, and the negotiation process will be time-consuming and complex. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, these acquisitions may not strengthen our competitive position, the transactions may be viewed negatively by partners or investors, we may be unable to retain key employees of any acquired business, relationships with key suppliers, manufacturers or partners of any acquired business may be impaired due to changes in management and ownership, and we could assume unknown or contingent liabilities. Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Refer to Note 11 of these quarterly consolidated financial statements for additional information. We cannot guarantee that we will be able to fully recover the costs of any acquisition. Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may not realize the anticipated benefits of any acquisition, technology license, strategic alliance or joint venture. We also may experience losses related to investments in other companies, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Acquisitions may also expose us to a variety of international and business related risks, including intellectual property, regulatory laws, local laws, tax and accounting.
To finance any acquisitions or asset purchase, we may choose to issue securities as consideration, which would dilute the ownership of our shareholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common shares is low or volatile, we may not be able to acquire companies or assets using our securities as consideration.
Our business is subject to government regulation and the regulatory approval and maintenance process may be expensive, time-consuming and uncertain both in timing and in outcome, and certain agreements to which we are a party contain covenants and other obligations that constrain our business activities.
Our data packages are currently not subject to approval by the FDA. However, our business could in the future become subject to regulation by the FDA, or comparable international agencies.
For example, in May 2020, we announced that we received a commitment from the Government of Canada under Innovation, Science and Economic Development’s, or ISED, Strategic Innovation Fund, or SIF, of up to CAD $175.6 million ($125.6 million), the proceeds of which are being used to build a GMP facility in Vancouver, British Columbia, which will house our manufacturing and manufacturing support infrastructure. This facility, once completed, will become subject to various regulations, which could include regular inspections, certifications and audits. Further, in May 2023, we entered into multi-year contribution agreements where up to CAD $225.0 million ($166.7 million) and CAD $75.0 million ($55.6 million) was committed by the Government of Canada and the Government of British Columbia, respectively, to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research. Such regulatory approval processes or clearances may be expensive, time-consuming and uncertain, and our failure to obtain or comply with such approvals and clearances could have an adverse effect on our business, financial condition and operating results. In addition, changes to the current regulatory framework, including the imposition of additional or new regulations, including regulation of our data packages, could arise at any time, which may negatively affect our ability to obtain or maintain FDA or comparable regulatory approval of our data packages or future products, if required.
Our agreements with the Government of Canada and Government of British Columbia includes certain financial and non-financial covenants and other obligations in relation to the project, including restrictions on dividend payments that would prevent the Company from satisfying the obligations under the agreements, the maintenance of certain gross capital expenditures in Canada, certain research and development expenditures in Canada, and the achievement of certain headcount requirements in Canada. In addition, the Company has agreed to notice and consent rights to the counterparties upon certain events related to a change in control of the Company. Breach of the covenants and obligations under the respective agreements with the Government of Canada and British Columbia, subject to applicable cure, may result in suspending, or terminating funding under the respective agreements, demanding repayment of funding previously received and/or terminating the respective agreements, reputational damages that could impact future government relationships, and have adverse consequences on our business. We may not have enough available cash or be able to obtain financing at the time we are required to repay any such amounts.
Our billing and collections processing activities are time-consuming, and any delay in transmitting invoices or failure to comply with applicable billing requirements, could have an adverse effect on our future revenue.
Billing for our data packages can be time-consuming, as many of our partners are large pharmaceutical or biotechnology companies and engage various models for their accounts payable matters, including outsourcing to third parties. We may face increased risk in our collection efforts, including long collection cycles and the risk that we may never collect at all, which could require to write-off significant accounts receivable and recognize bad debt expenses, which could adversely affect our business, financial condition, results of operations and prospects.
If our operating facilities become damaged or inoperable or we are required to vacate a facility, our ability to conduct and pursue our research and development efforts may be jeopardized.
We currently derive the majority of our revenue based upon scientific and engineering research and development and testing conducted in Vancouver, British Columbia. Our facilities and equipment could be harmed or rendered inoperable or inaccessible by natural or man-made disasters or other circumstances beyond our control, including fire, earthquake, power loss, communications failure, war or terrorism, or another catastrophic event, such as a pandemic or similar outbreak or public health crisis, which may render it difficult or impossible for us to support our partners and develop updates, upgrades and other improvements to our discovery and development engine, advanced automation systems, and advanced application and workflow software for some period of time. The inability to address system issues could develop if our facilities are inoperable or suffers a loss of utilization for even a short period of time, may result in the loss of partners or harm to our reputation, and we may be unable to regain those partners or repair our reputation in the future. Furthermore, our facilities and the equipment we use to perform our research and development work could be unavailable or costly and time-consuming to repair or replace. It would be difficult, time-consuming and expensive to rebuild our facilities, to locate and qualify new facilities or license or transfer our proprietary technology to a third-party. Even in the event we are able to find a third-party to assist in research and development efforts, we may be unable to negotiate commercially reasonable terms to engage with the third-party.
We carry insurance for damage to our property and the disruption of our business, but this insurance may not cover all of the risks associated with damage or disruption to our business, may not provide coverage in amounts sufficient to cover our potential losses and may not continue to be available to us on acceptable terms, if at all.
Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.
We do not carry insurance for all categories of risk that our business may encounter and our policies have limits and significant deductibles. Some of the policies we currently maintain include general liability, property, umbrella and directors’ and officers’ insurance.
Any additional insurance coverage we acquire in the future, may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive and in the future we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses. A successful liability claim, or series of claims, in which judgments exceed our insurance coverage could adversely affect our business, financial condition, results of operations and prospects, including preventing or limiting the use of our discovery and development engine to discover antibodies.
Operating as a public company makes it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage, seek alternative insurance options or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our business, financial condition, results of operations and prospects.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
In the ordinary course of our business, we generate and store sensitive data, including research data, intellectual property and proprietary business information owned or controlled by ourselves or our employees, partners and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. We utilize external security and infrastructure vendors to manage parts of our data centers. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information. We face a number of risks relative to protecting this
critical information, including loss of access risk, inappropriate use or disclosure, accidental exposure, unauthorized access, inappropriate modification and the risk of our being unable to adequately monitor and audit and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data or otherwise process it on our behalf. Further, to the extent our employees are working remotely, additional risks may arise as a result of depending on the networking and security put into place by the employees. The secure processing, storage, maintenance and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take reasonable measures to protect sensitive data from unauthorized access, use or disclosure, no security measures can be perfect and our information technology and infrastructure may be vulnerable to attacks by hackers or infections by viruses or other malware or breached due to employee erroneous actions or inactions by our employees or contractors, malfeasance or other malicious or inadvertent disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, breach, or other loss of information could result in legal claims or proceedings. Unauthorized access, loss or dissemination could also disrupt our operations and damage our reputation, any of which could adversely affect our business.
Growth of our international business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of Canada and the United States.
We currently have entities in Canada, the United States, Australia, and the United Kingdom. Doing business internationally involves a number of risks including:
•multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, tariffs, economic sanctions and embargoes, employment laws, regulatory requirements and other governmental approvals, permits and licenses;
•failure by us or our distributors to obtain approvals to conduct our business in various countries;
•differing intellectual property rights;
•complexities and difficulties in obtaining intellectual property protection, enforcing our intellectual property and defending against third-party intellectual property claims;
•difficulties in staffing and managing foreign operations;
•logistics and regulations associated with shipping systems and parts and components for systems, consumables and reagent kits, as well as transportation delays;
•travel restrictions that limit the ability of marketing, presales, sales, services and support teams to service partners;
•financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our data packages, and exposure to foreign currency exchange rate fluctuations;
•international trade disputes that could result in tariffs and other protective measures;
•natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and
•regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the Canadian Corruption of Foreign Public Officials Act, or CFPOA, or U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions, or its anti-bribery provisions.
Any of these factors could significantly harm our future international expansion and operations and, consequently, our business, financial condition, results of operations and prospects. In addition, certain international markets are subject to significant political and economic uncertainty, including for example the effect of the withdrawal of the United Kingdom from the European Union. Significant political and economic developments in international markets for which we intend to
operate, or the perception that any of them could occur, creates further challenges for operating in these markets in addition to creating instability in global economic conditions.
Our business is subject to risks relating to foreign currency exchange rates.
We currently have entities in Canada, the United States, Australia, and the United Kingdom. Substantially all of our revenue is paid in US dollars. We expect that our US dollar earned revenue will continue to account for a significant percentage of our total revenue for the foreseeable future.
Changes in foreign currency exchange rates, could materially adversely impact our results. Foreign currencies in which we record expenses could be subject to unfavorable exchange rates with the U.S. dollar, resulting in a reduction in the amount of cash flow (and an increase in the amount of expenses) that we recognize and causing fluctuations in reported financial results. We also carry foreign currency exposure associated with differences between where we conduct business, including receipt of government funding denominated in foreign currencies. For example, certain contracts are denominated in currencies other than the currency in which we incur expenses related to those contracts. Where expenses are incurred in currencies other than those in which contracts are priced, fluctuations in the relative value of those currencies could have a material adverse effect on our results of operations.
Our exposure to currency exchange rate fluctuations results from the currency translation exposure associated with the preparation of our consolidated financial statements, as well as from the exposure associated with transactions of our subsidiaries that are denominated in a currency other than the respective subsidiary’s functional currency. While our financial results are reported in U.S. Dollars, the financial statements of certain of our equity method investments are prepared using the local currency as the functional currency. During consolidation, these results are translated into U.S. Dollars by applying appropriate exchange rates. As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies in which our equity method investments report could cause significant fluctuations in our reported results. Moreover, as exchange rates vary, our operating results may differ materially from our expectations. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity.
Our business activities are subject to the FCPA and other anti-bribery and anti-corruption laws of the United States and other countries in which we operate, as well as U.S. and certain foreign export controls and trade sanctions. Violations of such legal requirements could subject us to liability.
We are subject to the FCPA, which among other things prohibits companies and their third-party intermediaries from offering, promising, giving or authorizing others to give anything of value, either directly or indirectly, to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. Companies in the biotechnology and biopharmaceutical field are highly regulated and therefore involve interactions with public officials, including officials of non-U.S. governments. Additionally, in many other countries, hospitals are owned and operated by the government, and doctors and other hospital employees would be considered foreign officials under the FCPA. We are also subject to the Canadian equivalent to the FCPA, the CFPOA. These laws are complex and far-reaching in nature, and, as a result, there is no certainty that all of our employees, agents or contractors will comply with such laws and regulations. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and could result in a material adverse effect on our business, financial condition, results of operations and prospects. We could also suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures.
In addition, our data packages may be subject to U.S. and foreign export controls and trade sanctions. Compliance with applicable regulatory requirements regarding the export of our data packages may create delays in us providing our data packages in international markets or, in some cases, prevent the export thereof to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S. sanctions. If we fail to comply with export regulations and such economic sanctions, penalties could be imposed, including fines and/or denial of certain export privileges. Moreover, any
new export restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons, or products targeted by such regulations, could result in decreased use of our data packages by, or in our decreased ability to export our data packages to, existing or potential customers with international operations. Any decreased use of our data packages or limitation on our ability to export or sell our data packages would likely adversely affect our business.
We rely on a limited number of suppliers for laboratory equipment and materials and may not be able to find replacements or immediately transition to alternative suppliers.
We rely on a limited number of suppliers to provide certain consumables and equipment that we use in our operations, as well as reagents and other laboratory materials involved in the development of our technology. Fluctuations in the availability and price of materials and equipment could have an adverse effect on our ability to meet our development goals with our partners and thus our results from operations as well as future partnership opportunities. An interruption in the availability of raw materials or our laboratory operations could occur if we encounter delays, quality issues or other difficulties in securing these consumables, equipment, reagents or other materials, and if we cannot then obtain an acceptable substitute. In addition, while we believe suitable additional or alternative suppliers are available to accommodate our operations, if needed, any transition to new or additional suppliers may cause delays in our processing of samples or development and commercialization of our technology. Any such interruption could significantly affect our business, financial condition, results of operations and reputation.
We must continue to secure and maintain sufficient and stable supplies of raw materials. Any shortage of raw materials or materials necessary for our operations may adversely affect our business.
Unexpected shortages in raw materials or other materials and other unanticipated events could adversely affect our business, prospects, financial condition and results of operation.
In addition, as we grow, our existing suppliers may not be able to meet our increasing demand, and we may need to find additional suppliers. There is no assurance that we will always be able to secure suppliers who provide raw materials at the specification, quantity and quality levels that we demand (or at all) or be able to negotiate acceptable fees and terms of services with any such suppliers. Identifying a suitable supplier is an involved process that requires us to become satisfied with their quality control, responsiveness and service, financial stability and labor and other ethical practices. Even if we are able to expand existing sources, we may encounter delays and added costs as a result of the time it takes to train suppliers in our methods and quality control standards.
We historically have not entered into agreements with our suppliers but secure our raw materials and component parts we use in our equipment on a purchase order basis. Our suppliers may reduce or cease their supply of raw materials, component parts and outsourced services and products to us at any time in the future. If the supply of raw materials, component parts and the outsourced services and products is interrupted due to shortages or other reasons, our operations may be delayed. If any such event occurs, our operation and financial position may be adversely affected.
We use biological and hazardous materials that require considerable expertise and expense for handling, storage and disposal and may result in claims against us.
We work with materials, including chemicals, biological agents and compounds that could be hazardous to human health and safety or the environment. Our operations also produce hazardous and biological waste products. Federal, provincial, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes. We are subject to periodic inspections by Canadian provincial and federal authorities to ensure compliance with applicable laws. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental laws and regulations may restrict our operations. If we do not comply with applicable regulations, we may be subject to fines and penalties.
In addition, we cannot eliminate the risk of accidental injury or contamination from these materials or wastes, which could cause an interruption of our commercialization efforts, research and development programs and business
operations, as well as environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations. In the event of contamination or injury, we could be liable for damages or penalized with fines in an amount exceeding our resources and our operations could be suspended or otherwise adversely affected. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.
Our discovery and development engine, and internal programs, utilize various species of animals that could contract disease or die and could otherwise subject us to controversy and adverse publicity, which may interrupt our business operations or harm our reputation.
Our discovery and development engine utilizes animals to discover and produce antibodies. We cannot completely eliminate the risks of animals contracting disease, or a natural or man-made disaster that could cause death to valuable production animals, or those of the CRO that maintain our mouse colonies. We cannot make any assurance that we or our CROs will be able to contain or reverse any such instance of disease. Although we maintain backup colonies of our animals, disease or death on a broad scale could materially interrupt business operations as animals are a key part of our antibody discovery and development programs, which could have a material adverse effect on our results of operations and financial condition.
Further, genetic engineering and testing of animals has been the subject of controversy and adverse publicity. Animal rights groups and other organizations and individuals in the United States, the EU and other jurisdictions have attempted to stop animal testing activities by pressing for legislation and regulation in these areas and by disrupting these activities through protests and other means. To the extent the activities of these groups are successful, our research and development activities and the ability for us and our partners to use our discovery and development engine could be interrupted or delayed, our costs could increase and our reputation could be harmed.
Once completed, our manufacturing operations will be dependent upon third-party suppliers, including single source suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business.
We are building a GMP facility in Vancouver, British Columbia, to house our manufacturing and manufacturing support infrastructure. We anticipate that some of the suppliers of critical components or materials for our processes may be single or sole source suppliers and the replacement of these suppliers or the identification and qualification of suitable second sources may require significant time, effort and expense, and could result in delays in production, which could negatively impact our business operations and revenue. There can be no assurance that our supply of components necessary for the operation of this facility will not be limited, interrupted, or of satisfactory quality or continue to be available at acceptable prices. In addition, loss of any critical component provided by a single source supplier could require us to change the design of our manufacturing process based on the functions, limitations, features and specifications of the replacement components.
In addition, several other non-critical components and materials that comprise our systems are currently manufactured by a single supplier or a limited number of suppliers. In many of these cases, we have not yet qualified alternate suppliers and rely upon purchase orders, rather than long-term supply agreements. A supply interruption or an increase in demand beyond our current suppliers’ capabilities could harm our ability to manufacture our systems unless and until new sources of supply are identified and qualified. Our reliance on these suppliers subjects us to a number of risks that could harm our business, including:
•interruption of supply resulting from modifications to or discontinuation of a supplier’s operations;
•delays in product shipments resulting from uncorrected defects, reliability issues, or a supplier’s variation in a component;
•a lack of long-term supply arrangements for key components with our suppliers;
•inability to obtain adequate supply in a timely manner, or to obtain adequate supply on commercially reasonable terms;
•difficulty and cost associated with locating and qualifying alternative suppliers for our components in a timely manner;
•a modification or change in a manufacturing process or part that unknowingly or unintentionally negatively impacts the operation of our systems;
•production delays related to the evaluation and testing of products from alternative suppliers, and corresponding regulatory qualifications;
•delay in delivery due to our suppliers prioritizing other customer orders over ours;
•damage to our brand reputation caused by defective components produced by our suppliers;
•increased cost of our warranty program due to product repair or replacement based upon defects in components produced by our suppliers; and
•fluctuation in delivery by our suppliers due to changes in demand from us or their other partners.
Any interruption in the supply of components or materials, or our inability to obtain substitute components or materials from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our partners, which would have an adverse effect on our business.
Although we expect business acquisitions will result in synergies and other benefits to us, we may not realize those benefits because of uncertainties related to certain assets acquired as a result of the acquisitions.
In November 2020 and September 2021, we consummated the Trianni and TetraGenetics acquisitions, respectively. If we are not able to optimize integration of TetraGenetics and Trianni, or if we change our planned use of in process research and development, we might not realize synergies and other benefits to us and/or there could be future impairments of the corresponding intangible asset, goodwill and valuation of the related contingent consideration recognized on acquisition of these businesses. Refer to Notes 6 and 11 of these quarterly consolidated financial statements for additional information.
Risks Related to Our Intellectual Property
If we are unable to obtain and maintain sufficient intellectual property protection for our technology, including our discovery and development engine, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our data packages may be impaired.
We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep a competitive advantage. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us. In addition, we may incur substantial litigation costs in our attempts to recover or restrict the use of our intellectual property.
To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage of our competitors’ products and services, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive.
Our success depends in large part on our ability to obtain and maintain adequate protection of the intellectual property we may own solely and jointly with others or otherwise have rights to, particularly patents, in the United States, Canada and in other countries with respect to our discovery and development engine, our software and our technologies, without infringing the intellectual property rights of others.
We strive to protect and enhance the proprietary technologies that we believe are important to our business, including seeking patents intended to cover our discovery and development engine and related technologies and uses thereof, as we deem appropriate. Our patents and patent applications in the United States, Canada and certain foreign jurisdictions relate to our technology. However, obtaining and enforcing patents in our industry is costly, time-consuming and complex, and we may fail to apply for patents on important products and technologies in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions. There can be no assurance that the claims of our patents (or any patent application that issues as a patent), will exclude others from making, using or selling our technology or technology that is substantially similar to ours. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. In countries where we have not sought and do not seek patent protection, third parties may be able to manufacture and sell our technology without our permission, and we may not be able to stop them from doing so. We may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. We may incorrectly interpret the terms of intellectual property or licensing agreements, which could result in unexpected expenses to be incurred by the Company.
As of June 30, 2024, we owned or exclusively licensed over 80 issued or allowed patents and over 80 pending patent applications worldwide. We own registered trademarks and trademark applications for AbCellera, Celium, Orthomab, TetraGenetics, TetraExpress, Trianni, and the Trianni Mouse in the U.S., Canada, Australia and/or Europe. It is possible that none of our pending patent applications will result in issued patents in a timely fashion or at all, and even if patents are granted, they may not provide a basis for intellectual property protection of commercially viable products or services, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties. It is possible that others will design around our current or future patented technologies. As a result, our owned and licensed patents and patent applications comprising our patent portfolio may not provide us with sufficient rights to exclude others from commercializing technology and products similar to any of our technology.
It is possible that in the future some of our patents, licensed patents and patent applications may be challenged at the United States Patent and Trademark Office, or USPTO, or in proceedings before the patent offices of other jurisdictions. We may not be successful in defending any such challenges made against our patents or patent applications. Any successful third-party challenge to our patents could result in loss of exclusivity or freedom to operate, patent claims being narrowed, the unenforceability or invalidity of such patents, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, limit the duration of the patent protection of our technology, and increased competition to our business. We may have to challenge the patents or patent applications of third parties. The outcome of patent litigation or other proceeding can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.
Any changes we make to our technology, including changes that may be required for commercialization or that cause them to have what we view as more advantageous properties may not be covered by our existing patent portfolio, and we may be required to file new applications and/or seek other forms of protection for any such alterations to our technology. There can be no assurance that we would be able to secure patent protection that would adequately cover an alternative to our technology.
The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies’ patents has emerged to date in the United States or elsewhere. Courts frequently render opinions in the biotechnology field that may affect the patentability of certain inventions or discoveries.
Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our technology.
Changes in either the patent laws or in interpretations of patent laws in the United States or other countries or regions may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. We may not develop additional proprietary platforms, methods and technologies that are patentable.
Assuming that other requirements for patentability are met, prior to March 16, 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. On or after March 16, 2013, under the Leahy-Smith America Invents Act, or the America Invents Act, enacted in September 16, 2011, the United States transitioned to a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third-party was the first to invent the claimed invention. A third-party that files a patent application in the USPTO on or after March 16, 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third-party. This will require us to be cognizant of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our technology or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.
The America Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third-party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third - party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third - party as a defendant in a district court action. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, the patent position of companies in the biotechnology field is particularly uncertain. Various courts, including the United States Supreme Court have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to biotechnology. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature (for example, the relationship between particular genetic variants and cancer) are not themselves patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our technology could be considered natural laws. Accordingly, the evolving case law in the United States may adversely affect our and our licensors’ ability to obtain new patents or to enforce existing patents and may facilitate third-party challenges to any owned or licensed patents.
Issued patents covering our discovery and development engine could be found invalid or unenforceable if challenged.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or patent applications (including licensed patents) may be challenged at a future point in time in opposition, derivation, reexamination, inter partes review, post-grant review or interference. Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents or amendment to our patents in such a way that they no longer cover our discovery and development engine, which may lead to increased competition to our business, which could harm our business. In addition, in patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. The outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. If a defendant were to prevail on a legal assertion
of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on certain aspects of our discovery and development engine. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future products.
We may not be aware of all third-party intellectual property rights potentially relating to our discovery and development engine. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases, not until such patent applications issue as patents. We or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and we or our licensors might not have been the first to file patent applications for these inventions. There is also no assurance that all of the potentially relevant prior art relating to our patents and patent applications or licensed patents and patent applications has been found, which could be used by a third-party to challenge their validity, or prevent a patent from issuing from a pending patent application.
To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO that could result in substantial cost to us. The outcome of such proceedings is uncertain. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Furthermore, if third parties bring these proceedings against our patents, we could experience significant costs and management distraction.
We rely on in-licenses from third parties. If we lose these rights, our business may be materially adversely affected, our ability to develop improvements to our discovery and development engine may be negatively and substantially impacted, and if disputes arise, we may be subjected to future litigation as well as the potential loss of or limitations on our ability to incorporate the technology covered by these license agreements.
We are party to a royalty-bearing license agreement with the University of British Columbia that grants us exclusive rights to exploit certain patent rights that are related to our systems. Through our acquisition of Lineage, we obtained an exclusive license from Stanford University to patents and patent applications directed toward immune repertoire sequencing. We may need to obtain additional licenses from others to advance our research, development and commercialization activities. Some of our license agreements impose, and we expect that any future exclusive in-license agreements will impose, various development, diligence, commercialization and other obligations on us. We may enter into agreements in the future, with other licensors under which we obtain certain intellectual property rights relating to our discovery and development engine. These agreements take the form of exclusive license or of actual ownership of intellectual property rights or technology from third parties. Our rights to use the technology we license are subject to the continuation of and compliance with the terms of those agreements. In some cases, we may not control the prosecution, maintenance or filing of the patents to which we hold licenses, or the enforcement of those patents against third parties.
Moreover, disputes may arise with respect to our licensing or other upstream agreements, including:
•the scope of rights and obligations granted under the agreements and other interpretation-related issues;
•the extent to which our systems and consumables, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
•the sublicensing of patent and other rights under our collaborative development relationships;
•our diligence obligations under the license agreements and what activities satisfy those diligence obligations;
•the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners;
•the interpretation of any financial obligation related to our in-licensing agreements; and
•the priority of invention of patented technology.
In spite of our efforts to comply with our obligations under our in-license agreements, our licensors might conclude that we have materially breached our obligations under our license agreements and might therefore, including in connection with any aforementioned disputes, terminate the relevant license agreement, thereby removing or limiting our ability to develop and commercialize technology covered by these license agreements. If any such in-license is terminated, or if the licensed patents fail to provide the intended exclusivity, competitors or other third parties might have the freedom to market or develop technologies similar to ours. In addition, absent the rights granted to us under such license agreements, we may infringe the intellectual property rights that are the subject of those agreements, we may be subject to litigation by the licensor, and if such litigation by the licensor is successful we may be required to pay damages to our licensor, or we may be required to cease our development and commercialization activities which are deemed infringing, and in such event we may ultimately need to modify our activities or technologies to design around such infringement, which may be time- and resource-consuming, and which may not be ultimately successful. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, our rights to certain components of our discovery and development engine are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, certain of our agreements with third parties may provide that intellectual property arising under these agreements, such as data that could be valuable to our business, will be owned by the counterparty, in which case, we may not have adequate rights to use such data or have exclusivity with respect to the use of such data, which could result in third parties, including our competitors, being able to use such data to compete with us.
If we cannot acquire or license rights to use technologies on reasonable terms or if we fail to comply with our obligations under such agreements, we may not be able to commercialize new technologies or services in the future and our business could be harmed.
In the future, we may identify third-party intellectual property and technology we may need to license in order to engage in our business, including to develop or commercialize new technologies or services, and the growth of our business may depend in part on our ability to acquire, in-license or use this technology. However, such licenses may not be available to us on acceptable terms or at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor in return for the use of such licensor’s technology, lump-sum payments, payments based on certain milestones such as sales volumes, or royalties based on sales of our discovery and development engine. In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us. We may also need to acquire or negotiate licenses to patents or patent applications before or after introducing a new service. The acquisition and licensing of third-party patent rights is a competitive area, and other companies may also be pursuing strategies to acquire or license third-party patent rights that we may consider attractive. We may not be able to acquire or obtain necessary licenses to patents or patent applications. Even if we are able to obtain a license to patent rights of interest, we may not be able to secure exclusive rights, in which case others could use the same rights and compete with us.
In spite of our best efforts, our licensors might conclude that we have materially breached our license agreements and might therefore terminate the license agreements, thereby removing our ability to develop and commercialize technology covered by these license agreements. If these licenses are terminated, or if the underlying intellectual property fails to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, technologies identical to ours. This could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects. Additionally, termination of these agreements or reduction or elimination of our rights under these agreements, or restrictions on our ability to freely assign or sublicense our rights under such agreements when it is in the interest of our business to do so, may result in our having to negotiate new or reinstated
agreements with less favorable terms, or cause us to lose our rights under these agreements, including our rights to important intellectual property or technology or impede, or delay or prohibit the further development or commercialization of one or more technologies that rely on such agreements.
While we still face all of the risks described herein with respect to those agreements, we cannot prevent third parties from also accessing those technologies. In addition, our licenses may place restrictions on our future business opportunities.
In addition to the above risks, intellectual property rights that we license in the future may include sublicenses under intellectual property owned by third parties, in some cases through multiple tiers. The actions of our licensors may therefore affect our rights to use our sublicensed intellectual property, even if we are in compliance with all of the obligations under our license agreements. Should our licensors or any of the upstream licensors fail to comply with their obligations under the agreements pursuant to which they obtain the rights that are sublicensed to us, or should such agreements be terminated or amended, our ability to further commercialize our technology may be materially harmed.
Further, we may not have the right to control the prosecution, maintenance and enforcement of all of our licensed and sublicensed intellectual property, and even when we do have such rights, we may require the cooperation of our licensors and upstream licensors, which may not be forthcoming. Our business could be adversely affected if we or our licensors are unable to prosecute, maintain and enforce our licensed and sublicensed intellectual property effectively.
Our licensors may have relied on third-party consultants or collaborators or on funds from third parties such that our licensors are not the sole and exclusive owners of the patents and patent applications we in-license. If other third parties have ownership rights to patents or patent applications we in-license, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.
Our business, financial condition, results of operations and prospects could be materially and adversely affected if we are unable to enter into necessary agreements on acceptable terms or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the licenses or fail to prevent infringement by third parties, or if the acquired or licensed patents or other rights are found to be invalid or unenforceable. Moreover, we could encounter delays in the introduction of services while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing products, which could harm our business, financial condition, results of operations and prospects.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on our discovery and development engine, software, systems, workflows and processes in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States and Canada can be less extensive than those in the United States and Canada. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States and Canada, and even where such protection is nominally available, judicial and governmental enforcement of such intellectual property rights may be lacking. Whether filed in the United States or abroad, our patent applications may be challenged or may fail to result in issued patents. Further, we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. Consequently, we may not be able to prevent third parties from practicing our inventions in some or all countries outside the United States and Canada, or from selling or importing products made using our inventions in and into the United States, Canada or other jurisdictions. For example, as a result of the Russia sanctions and the potential retaliatory acts from Russia, we may be unable to obtain patent rights to our Trianni and microfluidic platforms as well as bamlanivimab which are protected in other jurisdictions around the world. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own platform or technologies and may also sell their products or services to territories where we have patent protection, but enforcement is not as strong as that in the United States and Canada. These platforms and technologies may compete with ours. Our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. In addition, certain countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to other parties. Furthermore, many countries limit the enforceability of patents against other parties, including government
agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of any patents. In many foreign countries, patent applications and/or issued patents, or parts thereof, must be translated into the native language. If our patent applications or issued patents are translated incorrectly, they may not adequately cover our technologies; in some countries, it may not be possible to rectify an incorrect translation, which may result in patent protection that does not adequately cover our technologies in those countries.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the misappropriation or other violations of our intellectual property rights including infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, or that are initiated against us, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, changes in the law and legal decisions by courts in the United States and Canada and foreign countries may affect our ability to obtain adequate protection for our technologies and the enforcement of intellectual property. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:
•others may be able to make products that are similar to any product candidates we may develop or utilize similar technology but that are not covered by the claims of the patents that we license or may own in the future;
•we, or our current or future collaborators, might not have been the first to make the inventions covered by the issued patents and pending patent applications that we license or may own in the future;
•we, or our current or future collaborators, might not have been the first to file patent applications covering certain of our or their inventions;
•others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights;
•it is possible that our pending patent applications or those that we may own in the future will not lead to issued patents;
•issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors;
•our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;
•we cannot ensure that any patents issued to us or our licensors will provide a basis for an exclusive market for our commercially viable product candidates or will provide us with any competitive advantages;
•we cannot ensure that our commercial activities or product candidates will not infringe upon the patents of others;
•we cannot ensure that we will be able to further commercialize our technology on a substantial scale, if approved, before the relevant patents that we own or license expire;
•we cannot ensure that any of our patents, or any of our pending patent applications, if issued, or those of our licensors, will include claims having a scope sufficient to protect our technology;
•we may not develop additional proprietary technologies that are patentable;
•the patents or intellectual property rights of others may harm our business; and
•we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third-party may subsequently file a patent covering such intellectual property.
Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations and prospects.
If we are unable to protect the confidentiality of our information and our trade secrets, the value of our technology could be materially adversely affected and our business could be harmed.
We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, including parts of our discovery and development engine, and to maintain our competitive position. However, trade secrets and know-how can be difficult to protect. In addition to pursuing patents on our technology, we take steps to protect our intellectual property and proprietary technology by entering into agreements, including confidentiality agreements, non-disclosure agreements and intellectual property assignment agreements, with our employees, consultants, academic institutions, corporate partners and, when needed, our advisers. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure, which could adversely impact our ability to establish or maintain a competitive advantage in the market. If we are required to assert our rights against such party, it could result in significant cost and distraction.
Monitoring unauthorized disclosure and detection of unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third-party had illegally obtained and was using our trade secrets, it would be expensive and time-consuming, and the outcome would be unpredictable. In addition, some courts both within and outside the United States and Canada may be less willing, or unwilling, to protect trade secrets.
We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor or other third-party, absent patent protection, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. If any of our trade secrets were to be disclosed to or independently discovered by a competitor or other third-party, it could harm our business, financial condition, results of operations and prospects.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
We have employed and expect to employ individuals who were previously employed at universities or other companies. Although we try to ensure that our employees, consultants, advisors and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that our employees, advisors, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information of their former employers or other third parties, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights and
face increased competition to our business. A loss of key research personnel work product could hamper or prevent our ability to commercialize potential technologies and solutions, which could harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm our business, financial condition, results of operations and prospects.
We may not be able to protect and enforce our trademarks and trade names, or build name recognition in our markets of interest thereby harming our competitive position.
The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition. In addition, third parties may in the future file for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such rights, we may not be able to use these trademarks to develop brand recognition of our discovery and development engine. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Further, we have and may in the future enter into agreements with owners of such third-party trade names or trademarks to avoid potential trademark litigation which may limit our ability to use our trade names or trademarks in certain fields of business.
We have not yet registered certain of our trademarks in all of our potential markets, although we have registered AbCellera in the United States and Canada as well as certain of our trademarks outside of the United States and Canada. If we apply to register these trademarks in other countries, and/or other trademarks in the United States, Canada and other countries, our applications may not be allowed for registration in a timely fashion or at all; and further, our registered trademarks may not be maintained or enforced. In addition, opposition or cancellation proceedings may in the future be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. In addition, third parties may file first for our trademarks in certain countries. If they succeed in registering such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to market our technologies in those countries. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our business, financial condition, results of operations and prospects. And, over the long-term, if we are unable to establish name recognition based on our trademarks, then our marketing abilities may be materially adversely impacted.
We may be subject to claims challenging the inventorship of our patents and other intellectual property.
We or our licensors may be subject to claims that former employees, partners or other third parties have an interest in our owned or in-licensed patents, trade secrets or other intellectual property as an inventor or co-inventor. Litigation may be necessary to defend against these and other claims challenging inventorship of our or our licensors’ ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our systems, including our software, workflows, consumables and reagent kits. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees, and certain partners or partners may defer engaging with us until the particular dispute is resolved. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are currently, and in the future may be, involved in litigation and other proceedings related to intellectual property, which could be time-intensive and costly and may adversely affect our business, financial condition, results of operations and prospects.
In recent years, there has been significant litigation in the United States and other jurisdictions involving intellectual property rights. We are and may in the future be involved with litigation or actions at the USPTO or the patent offices of other jurisdictions with various third parties that claim we or our partners using our solutions have misappropriated, misused or infringed other parties’ intellectual property rights. We expect that the number of such claims may increase as our business and the level of competition in our industry segments grow. Any infringement claim, regardless of its validity, could harm our business by, among other things, resulting in time-consuming and costly litigation, diverting management’s time and attention from the development of the business, requiring the payment of monetary damages (including treble damages, attorneys’ fees, costs and expenses) or royalty payments, or result in potential or existing partners delaying purchases of our data packages or entering into engagements with us pending resolution of the dispute.
As we move into new markets and applications for our discovery and development engine, incumbent participants in such markets may assert their patents and other proprietary rights against us as a means of slowing our entry into such markets or as a means to extract substantial license and royalty payments from us. Our competitors and others may now and, in the future, have significantly larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents may provide little or no deterrence or protection. Therefore, our commercial success may depend in part upon our ability to develop, manufacture, market and sell any products and services that we may develop and use without infringing, misappropriating or otherwise violating the intellectual property and proprietary rights of third parties, or the invalidity of such patents or proprietary rights.
Our research, development and commercialization activities may in the future be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. There is a substantial amount of litigation and other patent challenges, both within and outside the United States and Canada, involving patent and other intellectual property rights in the biotechnology industry, including patent infringement lawsuits, interferences, oppositions and inter partes review proceedings before the USPTO, and corresponding foreign patent offices. Third parties may initiate legal proceedings against us or our licensor, and we or our licensor may initiate legal proceedings against third parties. The outcome of such proceedings would be uncertain and could have a material adverse effect on the success of our business. Numerous U.S., Canadian and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing our discovery and development engine. As the biotechnology industry expands and more patents are issued, the risk increases that our technologies may be subject to claims of infringement of the patent rights of third parties.
Additionally, the risks of being involved in such litigation and proceedings may increase if our technology nears commercialization. Numerous significant intellectual property issues have been litigated, are being litigated and will likely continue to be litigated, between existing and new participants in our existing and targeted markets, and one or more third parties may assert that our technologies infringe their intellectual property rights as part of a business strategy to impede our successful entry into or growth in those markets.
The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated and require significant resources to defend. An unfavorable outcome in any such proceeding could require us to cease using the related technology or developing or commercializing our technology, or to attempt to license rights to it from the prevailing party, which may not be available on commercially reasonable terms, or at all.
Third parties may assert that we are employing their proprietary technology without authorization. We are also aware of issued U.S. patents and patent applications with subject matter related to our discovery and development engine, systems, workflows and processes, and there may be other related third-party patents or patent applications of which we are not aware.
It is possible that we are or may become aware of patents or pending patent applications that we think do not relate to our technology or that we believe are invalid or unenforceable, but that may nevertheless be interpreted to encompass our technology and to be valid and enforceable. Thus, we do not know with certainty that our technology, or our development and commercialization thereof, do not and will not infringe, misappropriate or otherwise violate any third-party’s intellectual property.
In addition, we may receive in the future, correspondence from third parties referring to the relevance of such third parties’ intellectual property to our technology, our workflows or our advanced automated systems, and we are currently engaged in litigation with such third parties (i.e. Bruker and Schrader). Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our current or future programs or technologies may infringe. In addition, similar to what other companies in our industry have experienced, we expect our competitors and others may have patents or may in the future obtain patents and claim that making, having made, using, selling, offering to sell or importing our discovery and development engine, or the systems, workflows, consumables and reagent kits that comprise our discovery and development engine, infringes these patents. As to pending third-party applications, we cannot predict with any certainty which claims will issue, if any, or the scope of such issued claims. Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our discovery and development engine, including our systems, workflows, consumables and reagent kits. Under the applicable law of certain jurisdictions, the scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact our ability to market our technologies. We may incorrectly determine that our technologies are not covered by a third-party patent or may incorrectly predict whether a third-party’s pending application will issue with claims of relevant scope. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect, which may negatively impact our ability to develop and market our technologies.
There can be no assurance that we will prevail in any suit initiated against us by third parties, successfully settle or otherwise resolve patent infringement claims. A court of competent jurisdiction could hold that third-party patents are valid, enforceable and infringed, which could materially and adversely affect our ability and the ability of our licensor to commercialize any technology we may develop and any other technologies covered by the asserted third-party patents. Third parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell data packages, and could result in the award of substantial damages against us, including treble damages, attorney’s fees, costs and expenses if we are found to have willfully infringed. In the event of a successful claim of infringement against us, we may be required to pay damages and ongoing royalties, and obtain one or more licenses from third parties, or be prohibited from selling certain products or services. We may not be able to obtain these licenses on acceptable or commercially reasonable terms, if at all, or these licenses may be non-exclusive, which could result in our competitors and other third parties gaining access to the same intellectual property. In addition, we could encounter delays and incur significant costs in service introductions while we attempt to develop alternative processes, technologies or services, or redesign our technologies or services, to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses or to develop a workaround could prevent us from commercializing products or services, and the prohibition of sale or the threat of the prohibition of sale of any of our data packages could materially affect our business and our ability to gain market acceptance for our technologies. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or administrative proceedings, there is a risk that some of our confidential information could be compromised by disclosure.
In addition, our agreements with some of our partners, suppliers or other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims, including the types of claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, financial condition, results of operations and prospects.
Any uncertainties resulting from the initiation and continuation of any litigation or administrative proceeding could have a material adverse effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results of operations, financial condition and prospects.
The outcome of our litigation with Bruker Cellular Analysis may adversely affect our business, financial condition, results of operations and prospects.
In July 2020, we filed a complaint against Bruker Cellular Analysis (formerly known as Berkeley Lights, Inc.; Berkeley Lights, Inc. rebranded itself as PhenomeX and was later acquired by Bruker Cellular Analysis) ("Bruker"), in the United States District Court for the District of Delaware, alleging that Bruker infringed and continues to infringe, directly and indirectly, the following patents exclusively licensed by the Company, including U.S. Patent Nos. 10,107,812; 10,274,494; 10,466,241; 10,578,618; 10,697,962; 10,087,408; 10,421,936 and 10,704,018, by making, using, offering for sale, selling and/or importing Bruker's Beacon Optofluidic System. In August 2020, we filed an additional related complaint against Bruker in the United States District Court for the District of Delaware, alleging that Bruker infringed and continues to infringe, directly and indirectly, U.S. Patent Nos. 10,718,768; 10,738,270; 10,746,737 and 10,753,933. In September 2020, we filed another complaint against Bruker in the United States District Court for the District of Delaware, alleging that Bruker infringed and continues to infringe, directly and indirectly, U.S. Patent Nos. 10,775,376; 10,775,377 and 10,775,378. On December 3, 2020, the three lawsuits were transferred to the U.S. District Court for the Northern District of California. In these lawsuits, we are seeking, among other things, a judgment of infringement, a permanent injunction and damages (including lost profits, a reasonable royalty, reasonable costs and attorney’s fees and treble damages for willful infringement). In February 2021, these lawsuits were consolidated. In 2021, Bruker filed Petitions for inter partes review of U.S. Patent Nos. 10,087,408, 10,421,936, and 10,738,270. The PTAB subsequently denied two Petition but instituted one Petition. Trial on the instituted Petition occurred in November 2022 and in January 2023, the PTAB issued its Final Written Decision with respect to U.S. Patent No. 10,087,408 rejecting all of Bruker's grounds of unpatentability and determining that none of the challenged claims are unpatentable. The PTAB issued a second written opinion denying Bruker's request for rehearing of its prior written decision. On July 26, 2023, Bruker filed a Notice of Appeal in IPR2021-1249 matter to the United States Court of Appeals for the Federal Circuit. The Company believes the IPR appeal is meritless and that the PTAB's decision will be upheld. The district court cases are continuing to move forward with discovery. A trial date has not been set.
In the event that Bruker were to prevail in the litigation against us, as a result of which Bruker could continue to sell its products, it could reduce our competitive advantage and differentiation in the market place, impairing our ability to bring in new business. Furthermore, Bruker may seek to invalidate the asserted patents during the litigation. If Bruker succeeds in invalidating the asserted patents, the strength of our intellectual property portfolio could be adversely affected and our ability to protect our technology, business and reputation or to generate licensing revenue from our intellectual property would be adversely impacted.
The outcome of our civil litigation with Schrader may adversely affect our business, financial condition, results of operations and prospects.
On October 14, 2022, the Estate of John Schrader and ImmVivos Pharmaceuticals Inc. filed a lawsuit naming as co-defendants the Company, some of its affiliates and Dr. Carl Hansen, the Company's CEO. The lawsuit was filed in the Supreme Court of British Columbia (Vancouver). The complaint alleges breach of an implied partnership or joint venture between Dr. John Schrader and Dr. Hansen and further alleges patent infringement of an issued Canadian patent (No. 2,655,511). The complaint seeks financial damages as well as other declarations. The Company recently filed a Notice of Application seeking to dismiss certain Company affiliates from the matter. No hearing date has been set. All co-defendants have been served. The Company is proceeding to seek dismissal of certain Company affiliates for lack of jurisdiction. No other activity is occurring with respect to this matter. The Company believes that Plaintiffs’ claim is meritless and frivolous in all respects and intends to defend itself appropriately.
Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
Litigation or other legal proceedings relating to intellectual property claims, even if resolved in our favor, may cause us to incur substantial costs and divert the attention of our management and technical personnel from their normal responsibilities in defending against any of these claims. Parties making claims against us may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. Such litigation or proceedings could substantially increase our operating costs and reduce the resources available for development activities or any future sales, marketing, or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of intellectual property proceedings could harm our ability to compete in the marketplace. In addition, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing could harm our business, financial condition, results of operations and prospects.
We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful and have a material adverse effect on the success of our business.
Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property. However, the steps we have taken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our data packages.
Litigation may be necessary for us to enforce our patent and proprietary rights or to determine the scope, coverage and validity of the proprietary rights of others. We are currently engaged in a lawsuit with Bruker based upon our allegations of its infringement of our intellectual property rights and we may become involved in additional lawsuits in the future. We are also engaged in a civil lawsuit with Schrader based upon allegations of, among other things, infringement of their intellectual property. If we do not prevail in such legal proceedings, we may be required to pay damages, we may lose significant intellectual property protection for our technologies, such that competitors could copy our technologies and we could be forced to cease selling certain of our data packages. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition, results of operations and prospects. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on grounds that our intellectual property rights do not cover the technology in question. Further, in such proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. The outcome in any such lawsuits are unpredictable. Even if we do prevail in any future litigation related to intellectual property rights, the cost and time requirements of the litigation could negatively impact our financial results.
Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on issued United States and most foreign patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States at several stages over the lifetime of the patents and/or applications in order to maintain such patents and patent applications. We have systems in place to remind us to pay these fees, and we engage an outside service and rely on our outside counsel to pay these fees due to non-U.S. patent agencies. The USPTO and various non-U.S.
governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, if we or our licensors fail to maintain the patents and patent applications covering our products and technology our competitors may be able to enter the market with similar or identical products or technology without infringing our patents and this circumstance would have a material adverse effect on our business.
Patent terms may be inadequate to protect our competitive position on our technology for an adequate amount of time.
Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our discovery and development engine or technology are obtained, once the patent life has expired, we may be open to competition from others. If our discovery and development engine or technologies require extended development and/or regulatory review, patents protecting our discovery and development engine or technologies might expire before or shortly after we are able to successfully commercialize them. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing processes or technologies similar or identical to ours.
Our use of open source software could compromise our ability to offer our data packages and subject us to possible litigation.
We use open source software in connection with our technology and computational engine of our platform, Celium. Companies that incorporate open source software into their technologies and services have, from time to time, faced claims challenging their use of open source software and compliance with open source license terms. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop technologies that are similar to or better than ours. Any of the foregoing could harm our business, financial condition, results of operations and prospects.
Some intellectual property that we have in-licensed may have been discovered through government funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights, and limit our ability to contract with non-U.S. manufacturers.
Some of our intellectual property rights may have been generated through the use of U.S. government funding and are therefore subject to certain federal regulations. As a result, the U.S. government may have certain rights to intellectual property embodied in our technology pursuant to the Bayh-Dole Act of 1980, or Bayh-Dole Act, and implementing regulations. These U.S. government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right to require us or our licensors to grant exclusive, partially exclusive, or non-
exclusive licenses to any of these inventions to a third-party if it determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; or (iii) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). The U.S. government also has the right to take title to these inventions if we, or the applicable licensor, fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. These time limits have recently been changed by regulation, and may change in the future. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us or the applicable licensor to expend substantial resources. To date, only our work in helping develop bamlanivimab may be subject to government funding or “march-in” rights. In addition, the U.S. government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. manufacturers may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. To the extent any of our future intellectual property is generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.
Risks Related to Ownership of Our Common Shares
If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
Ensuring that we have effective internal financial and accounting controls and procedures in place so that we can produce financial statements that are, in all material respects, in conformity with accounting principles generally accepted in the United States of America, on a timely basis is a costly and time-consuming effort that needs to be re-evaluated annually. We are also subject to the reporting and compliance requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, which require annual management assessment of the effectiveness of our internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes, and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In our efforts to maintain proper and effective internal control over financial reporting, we may discover significant deficiencies or material weaknesses in our internal control over financial reporting, which we may not successfully remediate on a timely basis or at all. Any failure to remediate any significant deficiencies or material weaknesses identified by us or to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. If we identify one or more material weaknesses in the future, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which may harm the market price of our shares.
Future sales and issuances of our common shares or rights to purchase common shares, including pursuant to our Employee Share Option and Incentive Plan, or EIP, could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
We expect that significant additional capital will be needed in the future to continue our planned operations, including expanded research and development activities, and costs associated with operating as a public company. To raise capital, we may sell common shares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common shares, convertible securities or other equity securities,
investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights, preferences, and privileges senior to the holders of our common shares.
Pursuant to our incentive plan, our management is authorized to grant equity incentive awards to our employees, directors and consultants.
Initially, the aggregate number of our common shares that may be issued pursuant to share awards under the EIP was 21,280,000 shares. The number of common shares reserved for issuance under the EIP shall be cumulatively increased on January 1, 2022 and each January 1 thereafter by 5% of the total number of common shares outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our board of directors. Unless our board of directors elects not to increase the number of shares available for future grant each year, our shareholders may experience additional dilution, which could cause our share price to fall.
Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our technologies.
We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms unfavorable to us.
We do not intend to pay dividends on our common shares, so any returns will be limited to the value of our common shares.
We currently anticipate that we will retain future earnings for the development, operation, expansion and continued investment into our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, we may enter into agreements that prohibit us from paying cash dividends without prior written consent from our contracting parties, or which other terms prohibiting or limiting the amount of dividends that may be declared or paid on our common shares. For example, our multi-year contribution agreements with the Government of Canada and the Government of British Columbia that we entered into in May 2023 contain restrictions on our ability to declare and pay dividends. Any return to shareholders will therefore be limited to the appreciation of their common shares, which may never occur.
Our principal shareholders and management own a significant percentage of our shares and will be able to exert significant influence over matters subject to shareholder approval.
Our executive officers, directors, and 5% shareholders beneficially currently own over twenty percent of our common shares in the aggregate, based on ownership information filed by such holders. Therefore, these shareholders have the ability to influence us through this ownership position. These shareholders may be able to determine all matters requiring shareholder approval. For example, these shareholders may be able to control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common shares that you may feel are in your best interest as one of our shareholders.
Sales of a substantial number of our common shares in the public market could cause our share price to fall significantly, even if our business is doing well.
Sales of a substantial number of our common shares in the public market could occur at any time. If our shareholders sell, or the market perceived that our shareholders intend to sell, substantial amounts of our common shares in the public market, the market price of our common shares could decline significantly.
We have filed registration statements on Form S-3 and on Form S-8 to register our common shares that are issuable pursuant to our equity incentive plans. Shares registered under Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options.
Additionally, certain holders of our common shares have rights, subject to some conditions, to require us to file one or more registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. If we were to register the resale of these shares, they could be freely sold in the public market. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common shares could decline.
We are governed by the corporate laws of Canada which in some cases have a different effect on shareholders than the corporate laws of the United States.
We are governed by the Business Corporations Act (British Columbia), or BCBCA, and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance. The material differences between the BCBCA and Delaware General Corporation Law, or DGCL, that may have the greatest such effect include, but are not limited to, the following: (i) for certain corporate transactions (such as mergers and amalgamations or amendments to our articles) the BCBCA generally requires the voting threshold to be a special resolution approved by 66 2/3% of shareholders, or as set out in the articles, as applicable, whereas DGCL generally only requires a majority vote; and (ii) under the BCBCA a holder of 5% or more of our common shares can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL. We cannot predict whether investors will find our company and our common shares less attractive because we are governed by foreign laws.
Our articles and certain Canadian legislation contain provisions that may have the effect of delaying, preventing or making undesirable an acquisition of all or a significant portion of our shares or assets or preventing a change in control.
Certain provisions of our articles and certain provisions under the BCBCA, together or separately, could discourage, delay or prevent a merger, acquisition or other change in control of us that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their common shares. These provisions include the establishment of a staggered board of directors, which divides the board into three groups, with directors in each group serving a three-year term. The existence of a staggered board can make it more difficult for shareholders to replace or remove incumbent members of our board of directors. As such, these provisions could also limit the price that investors might be willing to pay in the future for our common shares, thereby depressing the market price of our common shares. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors. Among other things, these provisions include the following:
•shareholders cannot amend our articles unless such amendment is approved by shareholders holding at least 66 2/3% of the shares entitled to vote on such approval;
•our board of directors may, without shareholder approval, issue preferred shares in one or more series having any terms, conditions, rights, preferences and privileges as the board of directors may determine; and
•shareholders must give advance notice to nominate directors or to submit proposals for consideration at shareholders’ meetings.
A non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. A reviewable acquisition may not proceed unless the Minister is satisfied that the investment is likely to be of net benefit to Canada. If the applicable financial thresholds were exceeded such that a net benefit to Canada review would be required, this could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their common shares. Furthermore, limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada). This legislation has a pre-merger notification regime and mandatory waiting period that applies to certain types of transactions that meet specified financial thresholds, and permits the Commissioner of Competition to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us.
Our articles designate specific courts in Canada and the United States as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
Pursuant to our articles, unless we consent in writing to the selection of an alternative forum, the courts of the Province of British Columbia and the appellate courts therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any action or proceeding asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of ours to us; (c) any action or proceeding asserting a claim arising out of any provision of the BCBCA or our articles (as either may be amended from time to time); or (d) any action or proceeding asserting a claim or otherwise related to our affairs, or the Canadian Forum Provision. The Canadian Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. In addition, our articles further provide that unless we consent in writing to the selection of an alternative forum, the United States District Court for the District of Delaware shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the Securities Act, or the U.S. Federal Forum Provision. In addition, our articles provide that any person or entity purchasing or otherwise acquiring any interest in our common shares is deemed to have notice of and consented to the Canadian Forum Provision and the U.S. Federal Forum Provision; provided, however, that shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.
The Canadian Forum Provision and the U.S. Federal Forum Provision in our articles may impose additional litigation costs on shareholders in pursuing any such claims. Additionally, the forum selection clauses in our amended articles may limit our shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our shareholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts, including courts in Canada and other courts within the U.S., will enforce our U.S. Federal Forum Provision. If the U.S. Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The U.S. Federal Forum Provision may also impose additional litigation costs on shareholders who assert that the provision is not enforceable or invalid. The courts of the Province of British Columbia and the United States District Court for the District of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our shareholders.
Because we are a Canadian company, it may be difficult to serve legal process or enforce judgments against us.
We are incorporated and maintain operations in Canada. In addition, while certain of our directors and officers reside in the United States, many of them reside outside of the United States. Accordingly, service of process upon us may
be difficult to obtain within the United States. Furthermore, because substantially all of our assets are located outside the United States, any judgment obtained in the United States against us, including one predicated on the civil liability provisions of the U.S. federal securities laws, may not be collectible within the United States. Therefore, it may not be possible to enforce those actions against us.
In addition, it may be difficult to assert U.S. securities law claims in original actions instituted in Canada. Canadian courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or these persons on the grounds that Canada is not the most appropriate forum in which to bring such a claim. Even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Canadian law. Furthermore, it may not be possible to subject foreign persons or entities to the jurisdiction of the courts in Canada. Similarly, to the extent that our assets are located in Canada, investors may have difficulty collecting from us any judgments obtained in the U.S. courts and predicated on the civil liability provisions of U.S. securities provisions.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
The preparation of financial statements in conformity with generally accepted accounting principles in the United States, or U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, including the determination of contingent liabilities, that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common shares.
Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
We are subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.
If we or our non-U.S. subsidiary is a CFC there could be materially adverse U.S. federal income tax consequences to certain U.S. Holders of our common shares.
Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a controlled foreign corporation, or a CFC, for U.S. federal income tax purposes generally is required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s “Subpart F income,” global intangible low taxed income, and investment of earnings in U.S. property, even if the CFC has made no distributions to its shareholders. Subpart F income generally includes dividends, interest, rents, royalties, gains from the sale of securities and income from certain transactions with related parties. In addition, a Ten Percent Shareholder that realizes gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital gain. An individual that is a Ten Percent Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a Ten Percent Shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a Ten Percent Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such Ten Percent Shareholder’s U.S. federal income tax return for the year for which reporting was due from starting.
A non-U.S. corporation generally will be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly, indirectly, or constructively, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined by the Code) who owns or is considered to own 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of such corporation.
The determination of CFC status is complex and includes attribution rules, the application of which is not entirely certain. In addition, recent changes to the attribution rules relating to the determination of CFC status may make it difficult to determine our CFC status for any taxable year. In addition, those changes to the attribution rules may result in ownership of the stock of our non-U.S. subsidiaries being attributed to our U.S. subsidiaries, which could result in our non-U.S. subsidiaries being treated as CFCs and certain U.S. Holders of our common shares being treated as Ten Percent Shareholders of such non-U.S. subsidiary CFCs. In addition, it is possible that a shareholder treated as a U.S. person for U.S. federal income tax purposes will acquire, directly or indirectly, enough of our common shares to be treated as a Ten Percent Shareholder. We believe that we and our non-U.S. subsidiaries will not be treated as CFCs in the 2023 taxable year solely by virtue of direct or indirect ownership by Ten Percent Shareholders. However, we believe that our non-U.S. subsidiaries may be treated as CFCs in the 2023 taxable year due to attribution rules that deem constructive ownership by our U.S. subsidiaries. It is unclear whether we would be treated as a CFC in a subsequent taxable year. We cannot provide any assurances that we will assist holders of our common shares in determining whether we or any of our non-U.S. subsidiaries are treated as a CFC or whether any holder of the common shares is treated as a Ten Percent Shareholder with respect to any such CFC or furnish to any Ten Percent Shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations.
U.S. Holders should consult their tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC, including the possibility and consequences of becoming a Ten Percent Shareholder in our non-U.S. subsidiaries that may be treated as CFCs due to the changes to the attribution rules. If we are classified as both a CFC and a PFIC (as defined below), we generally will not be treated as a PFIC with respect to those U.S. Holders that meet the definition of a Ten Percent Shareholder during the period in which we are a CFC (referred to as the “CFC/PFIC overlap rule”). A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of our common shares and is (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations. Recent proposed changes to PFIC regulations, if adopted, would expand the definition of “U.S. Holder” for purposes of the CFC/PFIC overlap rule and other PFIC rules, elections, and reporting requirements discussed below. The proposed regulations would require domestic partnerships and S-corporations to be treated as an aggregate of their partners or shareholders rather than as entities, which may result in such
partners and shareholders to now be subject to the PFIC rules where they previously were not. It is unclear whether these proposed regulations may be adopted or if they will undergo further modifications before they are finalized. If adopted, it is also unclear when will be the effective date of the final regulations.
Our U.S. shareholders may suffer adverse tax consequences if we are characterized as a PFIC.
The rules governing passive foreign investment companies, or PFICs, can have adverse effects on U.S. Holders for U.S. federal income tax purposes. Generally, if, for any taxable year, at least 75% of our gross income is passive income (such as interest income), or at least 50% of the gross value of our assets (determined on the basis of a weighted quarterly average) is attributable to assets that produce passive income or are held for the production of passive income (including cash), we would be characterized as a PFIC for U.S. federal income tax purposes. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. Our status as a PFIC will depend on the composition of our income and the composition and value of our assets (including goodwill and other intangible assets), which will be affected by how, and how quickly, we utilize any cash that was raised in any of our financing transactions. If we were a publicly traded CFC or not a CFC for any part of such year, the value of our assets generally may be determined by reference to the fair market value of our common shares, which may be volatile. Moreover, our ability to earn specific types of income that will be treated as non-passive for purposes of the PFIC rules is uncertain with respect to future years. We believe we were not classified as a PFIC during the taxable year ended December 31, 2023. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Accordingly, we cannot provide any assurances regarding our PFIC status for any current or future taxable years.
If we are classified as a PFIC, a U.S. Holder would be subject to adverse U.S. federal income tax consequences, such as ineligibility for certain preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund, or QEF, or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. U.S. Holders are urged to consult their own tax advisors regarding the potential consequences if we were or were to become classified as a PFIC, including the availability, and advisability, of, and procedure for, making QEF or mark-to-market elections.
Tax authorities may disagree with our positions and conclusions regarding certain tax positions, resulting in unanticipated costs, taxes or non-realization of expected benefits.
A tax authority may disagree with tax positions that we have taken, which could result in increased tax liabilities. For example, the Canada Revenue Agency, the U.S. Internal Revenue Service or another tax authority could challenge our allocation of income by tax jurisdiction and the amounts paid between our affiliated companies pursuant to our intercompany arrangements and transfer pricing policies, including amounts paid with respect to our intellectual property development. Similarly, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions. A tax authority may take the position that material income tax liabilities, interest and penalties are payable by us, in which case, we expect that we might contest such assessment. Contesting such an assessment may be lengthy and costly and if we were unsuccessful in disputing the assessment, the implications could increase our anticipated effective tax rate, where applicable.
Changes in tax law could adversely affect our business and financial condition.
The rules dealing with U.S. federal, state, and local and non-U.S. taxation are constantly under review by persons involved in the legislative process, the U.S. Internal Revenue Service, the U.S. Treasury Department and other taxing authorities. Changes to tax laws or tax rulings, or changes in interpretations of existing laws (which changes may have retroactive application), could adversely affect us or holders of our common stock. These changes could subject us to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital tax, net worth,
property, and goods and services taxes), which in turn could materially affect our financial position and results of operations. Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating and other costs, as well as the costs of our products. In recent years, many such changes have been made, and changes are likely to continue to occur in the future. As we expand our business activities, any changes in the U.S. and non-U.S. taxation of such activities may increase our effective tax rate and harm our business, financial condition, and results of operations.
General Risk Factors
Impairment charges pertaining to goodwill, identifiable intangible assets or other long-lived assets from our mergers and acquisitions could have an adverse impact on our results of operations and the market value of our common stock.
The total purchase price pertaining to our acquisitions in recent years have been allocated to net tangible assets, identifiable intangible assets, in-process research and development and goodwill. Refer to Note 19 of our 2023 annual consolidated financial statements, and Note 6 of these quarterly consolidated financial statements, for additional information. As part of our ongoing planned research and development and execution of our programs under contract and internal programs, changes to our plans due to internal and external factors out of our control could impact the amount and timing of projected future cash flows. As a result, these unplanned changes could result in us performing a quantitative impairment test in the future, which could result in a potential non-cash impairment charge associated with our goodwill or intangible assets, which would have a material adverse impact on our results of operations and the market value of our common stock.
Our employees, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, and insider trading.
We are exposed to the risk of fraud or other misconduct by our employees, consultants and commercial partners. Misconduct by these parties could include intentional failures to comply with the applicable laws and regulations in the United States, Canada and abroad, report financial information or data accurately or disclose unauthorized activities to us. These laws and regulations may restrict or prohibit a wide range of pricing, discounting and other business arrangements. Such misconduct could result in legal or regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter employee misconduct, and any other precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant civil, criminal and administrative penalties, which could have a significant impact on our business. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees and divert the attention of management in defending ourselves against any of these claims or investigations.
The market price of our common shares may be volatile, and you could lose all or part of your investment.
The trading price of our common shares is highly volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. These factors include:
•actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
•the introduction of new technologies or enhancements to existing technology by us or others in our industry;
•our inability to establish additional collaborations;
•departures of key scientific or management personnel;
•announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
•our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;
•publication of research reports about us or our industry, or antibody discovery in particular, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
•changes in the market valuations of similar companies;
•overall performance of the equity markets;
•sales of our common shares by us or our shareholders in the future;
•trading volume of our common shares;
•disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
•significant lawsuits, including patent or shareholder litigation;
•general political and economic conditions, including those resulting from the conflict between Russia and Ukraine and the attendant sanctions, in addition to the conflict in Israel and the Gaza strip, as well as social and political unrest in the Middle East and the related impact on our business and the markets generally; and
•other events or factors, many of which are beyond our control.
In addition, the stock market in general, and The Nasdaq Global Select Market and technology and life sciences companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common shares, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, financial condition and results of operations.
Requirements associated with being a public company could increase our costs significantly, as well as divert significant company resources and management attention.
As of this report, we are subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC and any securities exchange relating to public companies. Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and The Nasdaq Stock Market LLC, or Nasdaq, to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory ‘‘say on pay’’ voting requirements that apply to us since we ceased to be an emerging growth company. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. Compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. We cannot assure you that we will satisfy our obligations as a public company on a timely basis.
The rules and regulations applicable to public companies require substantial legal and financial compliance costs and make some activities time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. These costs decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business. In addition, as a public company, it is more difficult or more costly for us to obtain certain
types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees or as executive officers.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
The trading market for our common shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our shares could decrease, which might cause our share price and trading volume to decline.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect the Company’s current and projected business operations and its financial condition and results of operations.
The majority of our cash and cash equivalents are maintained in high credit quality and liquid held for trading marketable securities, bank accounts and term deposits at Canadian banking institutions. Cash and cash equivalent held in depository accounts may exceed the C$100,000 Canadian Deposit Insurance Corporation insurance limits. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, in the first quarter of 2023, a number of financial institutions in the U.S. were placed into receivership by the Federal Deposit Insurance Corporation. Any material loss that we may experience in the future could have a material adverse effect on our financial condition and could materially impact our ability to pay our operational expenses or make other payments. Although we were not a depositor with any such financial institution placed into receivership, if the banking institutions that hold our deposits were to fail, we could lose all or a portion of those amounts held in excess of applicable insurance limitations. In such an event, our access to our cash in amounts adequate to finance our operations could be significantly impaired by the financial institutions with which we have arrangements directly facing liquidity constraints or failures.
In addition, if we were to borrow money in the future and if any of our lenders or counterparties to any such instruments were to be placed into receivership, we may be unable to access such funds. In addition, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay or perform their obligations to us or to enter into new commercial arrangements requiring additional payments to us or additional funding could be adversely affected.
Our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect our company, the financial institutions with which the Company has credit agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
The results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our current and projected business operations and our financial condition and results of operations. These could include, but may not be limited to, the following:
•Delayed access to deposits or other financial assets or the uninsured loss of deposits or other financial assets;
•Potential or actual breach of statutory, regulatory or contractual obligations, including obligations that require the Company to maintain letters of credit or other credit support arrangements; and
•Termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 5. Other Information
During the three months ended June 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 6. Exhibits.
The following exhibits are filed with this Quarterly Report on Form 10-Q:
| | | | | | | | |
Exhibit Number | | Description |
| | |
3.1 | | |
4.1 | | |
4.2 | | |
10.1* | | |
10.2* | | |
31.1* | | |
31.2* | | |
32.1** | | |
32.2** | | |
| | |
101.INS* | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | | |
104 | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
_________________________________________
* Filed herewith.
** The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference
† Certain provisions, schedules and/or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the Securities Exchange Commission upon request. Redactions and omissions entered by the Company are shown in black.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| AbCellera Biologics Inc. |
| | |
Date: August 6, 2024 | By: | /s/ Carl L.G. Hansen |
| | Carl L.G. Hansen, Ph.D. Chief Executive Officer (Principal Executive Officer) |
| | |
Date: August 6, 2024 | By: | /s/ Andrew Booth |
| | Andrew Booth Chief Financial Officer (Principal Financial Officer) |
ABCELLERA BIOLOGICS INC. SEVENTH AMENDED AND RESTATED STOCK OPTION PLAN Approved by the Board of Directors on April 30, 2024. Exhibit 10.1
i TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION ...............................................................1 1.1 Definitions................................................................................................................1 1.2 Choice of Law ..........................................................................................................4 1.3 Headings ..................................................................................................................4 ARTICLE 2 PURPOSE AND PARTICIPATION ..........................................................................5 2.1 Purpose .....................................................................................................................5 2.2 Participation .............................................................................................................5 2.3 Notification of Award ..............................................................................................5 2.4 Copy of Plan ............................................................................................................5 2.5 Limitation .................................................................................................................5 ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS ............................................................6 3.1 Board to Issue Common Shares ...............................................................................6 3.2 Number of Common Shares.....................................................................................6 3.3 Term of Option ........................................................................................................6 3.4 Termination ..............................................................................................................6 3.5 Exercise Price...........................................................................................................9 3.6 Additional Terms ...................................................................................................10 3.7 Going Public Agreements ......................................................................................10 3.8 Assignment of Options ..........................................................................................10 3.9 Adjustments ...........................................................................................................10 3.10 Option Grant and Vesting Terms ...........................................................................11 3.11 U.S. Participants.....................................................................................................11 3.12 Australian Participants. ..........................................................................................12 ARTICLE 4 EXERCISE OF OPTION ..........................................................................................12 4.1 Exercise of Option .................................................................................................12 4.2 Amended and Restated Voting Agreement and Amended and Restated ROFR and Co-Sale Agreement ....................................................................................................................12 4.3 Execution of Amended and Restated Voting Agreement and Amended and Restated ROFR and Co-Sale Agreement ...................................................................................13 4.4 Issue of Shares .......................................................................................................13 4.5 Condition of Issue ..................................................................................................13 ARTICLE 5 ADMINISTRATION ................................................................................................13 5.1 Administration .......................................................................................................13 5.2 Interpretation ..........................................................................................................14
ii ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE ..................................................14 6.1 Prospective Amendment ........................................................................................14 6.2 Retrospective Amendment .....................................................................................14 6.3 Approvals ...............................................................................................................14 6.4 Termination ............................................................................................................14 6.5 Agreement ..............................................................................................................14 6.6 Notice .....................................................................................................................15 SCHEDULE A ............................................................................................................................ A-1 SCHEDULE B .............................................................................................................................B-1 SCHEDULE C .............................................................................................................................C-1
SEVENTH AMENDED AND RESTATED STOCK OPTION PLAN ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below: (a) “Administrator” means, initially, the President of the Company and thereafter will mean such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time. (b) “Amended and Restated ROFR and Co-Sale Agreement” means the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of March 23, 2020, between the Company and certain shareholders from time to time party thereto. (c) “Amended and Restated Voting Agreement” means the Amended and Restated Voting Agreement, dated as of March 23, 2020, between the Company and certain shareholders from time to time party thereto. (d) “Award Date” means the date on which the Board awards a particular Option or such other effective award date determined by the Board. (e) “Board” means the board of directors of the Company, or any committee thereof to which the board of directors of the Company has delegated the power to administer and grant Options under the Plan. (f) “Cause” means: (i) Cause as such term is defined in the written employment agreement between the Company and the Option Holder; or (ii) in the event there is no written employment agreement between the Company and the Option Holder or Cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Option Holder is employed. (g) “Code” has the meaning given to that term under section 3.11 (h) “Common Share” or “Common Shares” means, as the case may be, one or more common shares without par value in the capital of the Company. (i) “Consultant” means any individual, such as a service provider pursuant to a consulting or services agreement, as may, from time to time, be permitted or not precluded by the rules and policies of the applicable Regulatory Authorities to be granted Options. (j) “Company” means AbCellera Biologics Inc.
2 (k) “Compensation Committee” means the compensation committee of the Company, if and as constituted from time to time. (l) “Convertible Shares” has the meaning given to that term under section 3.4(f). (m) “Director” means any individual holding the office of director of the Company. (n) “Employee” means any individual regularly employed on a full-time basis by the Company or any of its subsidiaries as may, from time to time, be permitted or not precluded by the rules and policies of the applicable Regulatory Authorities to be granted Options. (o) “Equity Securities” means: (i) Shares or any other security of the Company that carries the residual right to participate in the earnings of the Company and, on liquidation, dissolution or winding-up, in the assets of the Company, whether or not the security carries voting rights; (ii) any warrants, options or rights entitling the holders thereof to purchase or acquire any such securities; or (iii) any securities issued by the Company which are convertible or exchangeable into such securities. (p) “Exercise Notice” means the notice respecting the exercise of an Option, in the form set out as Schedule B hereto, duly executed by the Option Holder. (q) “Exercise Period” means the period during which a particular Option may be exercised and is the period from and including the Award Date through to and including the Expiry Date. (r) “Exercise Price” means the price at which an Option may be exercised as determined in accordance with section 3.5. (s) “Expiry Date” means the date determined in accordance with section 3.4 and after which a particular Option cannot be exercised. (t) “Fixed Expiry Date” has the meaning given to that term under section 3.4. (u) “IPO” means the offering and sale to the public of securities of the Company in connection with which the securities of the Company are listed or quoted on an organized trading facility. (v) “ISO” has the meaning given to that term under section 3.11. (w) “Market Value” means the market value of the Common Shares as determined in accordance with section 3.5. (x) “Option” means an option to acquire Common Shares, awarded to a Director, Employee or Consultant under the Plan.
3 (y) “Option Assignor” has the meaning given to that term under section 3.4(a). (z) “Option Certificate” means the certificate, in the form set out as Schedule A hereto, evidencing an Option. (aa) “Option Direction” has the meaning given to that term under section 2.3. (bb) “Option Holder” means a (i) Director, Employee or Consultant, or (ii) former Director, Employee or Consultant, or (ii) Permitted Assignee of any of the Persons referenced in clauses (i) or (ii) of this definition, in each case who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person. (cc) “Permitted Assignee” means the Person identified to the Company in an Option Direction who in all circumstances may be granted Options by the Company pursuant to a prospectus exemption under applicable securities laws and regulations, as determined by the Company to its sole satisfaction. (dd) “Person” means any individual, partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, trust, trustee, executor, administrator, or other legal personal representatives, regulatory body or agency, government or governmental agency, authority or entity howsoever designated or constituted. (ee) “Personal Representative” means: (i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and (ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder. (ff) “Plan” means this stock option plan. (gg) “Purchaser” has the meaning given to that term under section 3.4(f). (hh) “Regulatory Authorities” means all stock exchanges, inter-dealer quotation networks and other organized trading facilities on which the Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company. (ii) “Selling Shareholders” has the meaning given to that term under section 3.4(f). (jj) “Service Relationship” means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant) (kk) “Share” or “Shares” means, as the case may be, one or more Common Shares or shares of any other class in the share capital of the Company from time to time.
4 (ll) “Substantial Sale” has the meaning given to that term under section 3.4(f). (mm) “Termination Date”means, subject to any minimum applicable requirements contained in applicable employment standards legislation, the earlier of: (i) if the Option Holder’s Service Relationship is terminated by the Company or Affiliate for any reason (whether lawful or unlawful), the earlier of (a) the date designated, if any, by the Company or Affiliate as the date on which the Option Holder’s Service Relationship ceases, or (b) the Option Holder’s last day of actual and active employment with or service to the Company or Affiliate, whether such day is selected by agreement with the Option Holder or unilaterally by the Company or Affiliate or otherwise; and, for the avoidance of doubt, in case of either (a) or (b), without regard to any period of notice of termination, pay in lieu of notice of termination, severance pay or other damages paid or payable to the grantee, under contract or common law, in or in respect of a period which follows the Option Holder’s last day of actual and active employment with or service to the Company or Affiliate; (ii) if the Option Holder dies, the date of death; or (iii) if the Option Holder’s Service Relationship is terminated by the Option Holder, the Option Holder’s last day of actual and active employment with or service to the Company or Affiliate, whether such day is selected by agreement with the Option Holder or unilaterally by the Company or Affiliate or otherwise; or (nn) (iv) if the Option Holder ceases to be eligible to participate in the Plan for any reason not contemplated above, the date determined by the Company as the date the Service Relationship ends. (oo) “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a security interest or other arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntarily and whether or not for value, and any agreement to effect any of the foregoing, including any sale or exchange pursuant to a plan of arrangement, merger, consolidation, acquisition or similar transaction; and the words “Transferred”, “Transferring” and similar words have corresponding meanings. (pp) “US Participant” has the meaning given to that term under section 3.11. 1.2 Choice of Law The Plan is established under, and the provisions of the Plan will be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia. 1.3 Headings The headings used herein are for convenience only and are not to affect the interpretation of the Plan.
5 ARTICLE 2 PURPOSE AND PARTICIPATION 2.1 Purpose The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants, to reward such of those Directors, Employees and Consultants as may be awarded Options under the Plan by the Board from time to time for their contributions toward the long term goals of the Company and to enable and encourage such Directors, Employees and Consultants to acquire Common Shares as long term investments. 2.2 Participation Prior to the date immediately preceding the closing of the initial public offering of the Common Shares, the Compensation Committee will, from time to time, recommend to the Board those Directors, Employees and Consultants, if any, to whom Options should be awarded and the Board will, from time to time and in its sole discretion, taking into account any recommendations of the Compensation Committee, determine those Directors, Employees and Consultants, if any, to whom Options are to be awarded. Following the closing of the initial public offering of the Common Shares, the Compensation Committee and Board shall make no further grants of Options under this Plan. 2.3 Notification of Award Following the approval by the Board of the awarding of an Option, the Administrator will notify the Director, Employee and Consultant in writing of the award and will, subject to the following sentence of this section 2.3, enclose with such notice the Option Certificate representing the Option so awarded. Upon notification of the proposed Option award by the Company but prior to the granting of such Option, the Director, Employee or Consultant to whom the Options are to be granted may, pursuant to an irrevocable direction delivered to the Company by such Director, Employee or Consultant, in the form set out as Schedule C hereto (the “Option Direction”), direct the Company to grant such Options to such Director’s, Employee’s or Consultant’s Permitted Assignee and to register the corresponding Option Certificate in the name of such Director’s, Employee’s or Consultant’s Permitted Assignee. 2.4 Copy of Plan Each Option Holder, concurrently with the notice of the award of the Option, will be provided with a copy of the Plan. A copy of any amendment to the Plan will be promptly provided by the Administrator to each Option Holder. 2.5 Limitation The Plan does not give any Option Holder that is a Director, nor any Option Assignor (as defined below) who is a Director, the right to serve or continue to serve as a Director of the Company nor does it give any Option Holder that is an Employee, nor any Option Assignor who is an Employee, the right to be or to continue to be employed with the Company, nor does it give any Option Holder that is a Consultant, nor any Option Assignor who is a Consultant, the right to have a consulting relationship with the Company or provide services to the Company.
6 ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS 3.1 Board to Issue Common Shares The Common Shares to be issued to Option Holders upon the exercise of Options will be authorized and unissued Common Shares the issuance of which will have been authorized by the Board. 3.2 Number of Common Shares Subject to adjustment as provided for in section 3.9 of the Plan, the number of Common Shares that will be available for Option Holders to acquire pursuant to Options granted under the Plan will be the number of Common Shares allocated to previously granted Options on the date immediately preceding the closing of the initial public offering of the Common Shares. For greater certainty, if any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of which the Option was not exercised will not again be available for the purposes of the Plan. 3.3 Term of Option An Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date. 3.4 Termination The Expiry Date of an Option will be the earlier of: (i) the date that is the tenth anniversary of the Award Date of such Option, or (ii) such other date so fixed by the Board at the time the particular Option is awarded provided that such date will be no later than the tenth anniversary of the Award Date of such Option (the “Fixed Expiry Date”), or the date established, if applicable, in subsections (a) to (f) below: (a) Death In the event that the Option Holder should die while he or she is a Director (if he or she holds his or her Option as a Director) or Employee (if he or she holds his or her Option as an Employee) or Consultant (if he or she holds his or her Option as a Consultant), the Expiry Date for any vested portion or portions of the Option will be the date that is twelve months after the date of the Option Holder’s death. The Expiry Date for any unvested portion of the Option will be the date of the Option Holder’s death. In the event that the Option Holder is a Permitted Assignee and the Director, Employee or Consultant, as the case may be, who delivered the Option Direction in respect of such Permitted Assignee (the “Option Assignor”) should die while he or she is a Director, Employee or Consultant, as the case may be, (i) the Expiry Date for any vested portion or portions of such Permitted Assignee’s Option will be the date that is twelve months after the date of the death of the Option Assignor and (ii) the Expiry Date for any unvested portion of the Option will be the date of the death of Option Assignor. (b) Disability In the event that the Option Holder becomes permanently disabled while he or she is a Director (if he or she holds his or her Option as a Director) or Employee (if he or she
7 holds his or her Option as an Employee) or Consultant (if he or she holds his or her Option as a Consultant) and ceases to be a Director, Employee or Consultant as a result of the permanent disability, the Expiry Date for any vested portion or portions of the Option will be the date that is six months after the date that the Option Holder ceases to be a Director, Employee or Consultant, as the case may be. The Expiry Date for any unvested portion of the Option will be the date that the Option Holder ceases to be a Director, Employee or Consultant, as the case may be. In the event that the Option Holder is a Permitted Assignee and the Option Assignor becomes permanently disabled while he or she is a Director, Employee or Consultant, as the case may be, and ceases to be a Director, Employee or Consultant as a result of the permanent disability, (i) the Expiry Date for any vested portion or portions of the Option will be the date that is six months after the date that the Option Assignor ceases to be a Director, Employee or Consultant, as the case may be, and (ii) the Expiry Date for any unvested portion of the Option will be the date of the date the Option Assignor ceases to be a Director, Employee or Consultant, as the case may be. (c) Ceasing to Hold Office In the event that the Option Holder holds his or her Option as a Director of the Company and such Option Holder ceases to be a Director of the Company, or in the event that the Option Holder is a Permitted Assignee and the Option Assignor ceases to be a Director, in either case other than by reason of death or permanent disability, the Expiry Date for any vested portion or portions of the Option will be, unless otherwise provided for in the Option Certificate, the 90th day following the date that the Option Holder or the Option Assignor, as applicable, ceases to be a Director of the Company unless the Option Holder or the Option Assignor, as applicable, ceases to be a Director of the Company as a result of: (i) ceasing to meet the qualifications required under applicable laws; (ii) being removed from office in accordance with applicable laws; or (iii) an order made by any Regulatory Authority having jurisdiction to so order, in which case the Expiry Date will be the date that the Option Holder or the Option Assignor, as applicable, ceases to be a Director of the Company. The Expiry Date for any unvested portion of the Option will be the date that the Option Holder or the Option Assignor, as applicable, ceases to be a Director of the Company. (d) Ceasing to be an Employee or Consultant In the event that the Option Holder holds his or her Option as an Employee or Consultant of the Company and such Option Holder ceases to be an Employee or Consultant of the Company, or in the event that the Option Holder is a Permitted Assignee and the Option Assignor ceases to be an Employee or Consultant of the Company, in either case other than by reason of death or permanent disability, the Expiry Date of any vested portion or portions of the Option will be the 90th day following the Termination Date unless the Option Holder or the Option Assignor, as applicable, ceases to be an Employee or Consultant of the Company as a result of:
8 (i) termination of employment for Cause (if he or she holds his or her Option as an Employee or delivered the Option Direction in respect of such Option while an Employee of the Company, as the case may be); or (ii) termination for failure to fulfil services pursuant to a consulting or services agreement (if he or she holds his or her Option as a Consultant or delivered the Option Direction in respect of such Option while a Consultant of the Company, as the case may be); or (iii) an order made by any Regulatory Authority having jurisdiction to so order, in which case the Expiry Date will be the Termination Date. The Expiry Date for any unvested portion of the Option will be the Termination Date. (e) Initial Public Offering Prior to completion of an IPO, the Board or the Regulatory Authorities or the underwriter may require that there be no outstanding Options and the Company may deliver a notice to the Option Holder to this effect, in which case the unvested portion of the Option held by the Option Holder, if any, will immediately vest and the Expiry Date of the Option will be the 30th day following the date of the notice. In the event that the Company does not complete the IPO, the Company will, to the extent reasonably practicable, grant to the Option Holder an Option equivalent (including the original vesting terms, if any) to the Option cancelled or exercised, provided that in the case of an Option that was exercised, the Option Holder surrenders for cancellation the Common Shares acquired upon the exercise of the Option. (f) Substantial Sale If security holders of the Company (the “Selling Shareholders”) have agreed to Transfer to a Person, or Persons acting jointly or in concert, (a “Purchaser”), Equity Securities representing more than 66 2/3% of the Common Shares (a “Substantial Sale”) and the Purchaser also offers to buy the Options of an Option Holder, then the Option Holder must sell his or her Options to the Purchaser at a price equal to: The number of Shares then Exercisable under the Option X The price per Share being paid by the Purchaser to the Selling Shareholder minus the exercise price per Share under the Option and on otherwise similar terms and conditions as are applicable under the Substantial Sale. If the Selling Shareholders have agreed to sell Equity Securities which are convertible into Shares only (“Convertible Shares”), the price per Share applicable in the above formula will be calculated on an as converted basis (and if there is more than one conversion rate applicable to different classes or series of Convertible Shares outstanding, the conversion will be computed on a pro rata basis based upon the ratio of the number of Shares which holders of each class or series of Convertible Shares may acquire to the total number of Shares which all holders of all classes and series of Convertible Shares may acquire).
9 If the Purchaser offers to buy the Options of an Option Holder and the Option Holder does not sell the Option Holder’s Options to the Purchaser as contemplated above, then that Option Holder’s Options will expire, terminate and be cancelled on completion of the Substantial Sale. Notwithstanding section 3.4(f) above, the Board may, in a manner no less favourable from a financial point of view to an Option Holder than the treatment provided in section 3.4(f) above, determine the manner in which all unexercised Options granted under this Plan will be treated in the event of a Substantial Sale. Notwithstanding anything else contained in the Plan, the Board may in its discretion and without approval of the Company’s shareholders (a) extend the Expiry Date of any Option, provided that in no case will an Option be exercisable later than the tenth anniversary of the Award Date of the Option; or (b) accelerate the vesting terms applicable to an Option. 3.5 Exercise Price The price at which an Option Holder may purchase a Common Share upon the exercise of an Option will be as set forth in the Option Certificate issued in respect of such Option and in any event will not be less than the Market Value of the Common Shares as of the Award Date. The Market Value of the Common Shares for a particular Award Date will be determined as follows: (a) for each organized trading facility on which the Common Shares are listed, Market Value will be determined by a resolution of the Board and must be either: (i) the closing trading price of the Common Shares on the last trading day immediately preceding the Award Date; or (ii) a value that is within the parameters set by the guidelines or policies of such organized trading facility; (b) if the Common Shares trade on an organized trading facility outside of Canada, then the Market Value determined for that organized trading facility will be converted into Canadian dollars at a conversion rate determined by the Administrator having regard for the published conversion rates as of the Award Date; (c) if the Common Shares are listed on more than one organized trading facility, then Market Value will be the greatest of the Market Values determined for each organized trading facility on which those Common Shares are listed as determined for each organized trading facility in accordance with subsections (a) and (b) above; (d) if the Common Shares are listed on one or more organized trading facility but have not traded during the ten trading day period immediately preceding the Award Date, then the Market Value will be, subject to the necessary approvals of the applicable Regulatory Authorities, such value as is determined by resolution of the Board; and (e) if the Common Shares are not listed on any organized trading facility, then the Market Value will be, subject to the necessary approvals of the applicable Regulatory Authorities, such value as is determined by the Board.
10 Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum prescribed by each of the organized trading facilities as would apply to the Award Date in question. 3.6 Additional Terms Subject to all applicable securities laws and regulations and the rules and policies of all applicable Regulatory Authorities, the Board may attach other terms and conditions to the grant of a particular Option, such terms and conditions to be referred to in a schedule attached to the Option Certificate. These terms and conditions may include, but are not necessarily limited to, the following: (a) providing that an Option expires on a date other than as provided for herein, provided that in no case will an Option be exercisable later than the tenth anniversary of the Award Date of the Option; (b) providing that a portion or portions of an Option vest after certain periods of time or upon the occurrence of certain events, or expire after certain periods of time or upon the occurrence of certain events other than as provided for herein; and (c) providing that an Option be exercisable immediately, in full, notwithstanding that it has vesting provisions, upon the occurrence of certain events, such as a friendly or hostile takeover bid for the Company. 3.7 Going Public Agreements If the Company proceeds to list its Shares on a public stock exchange or commences a public offering, each Option Holder will promptly enter into all such escrow, pooling or other agreements as are required by the securities regulatory authorities, the exchange, the agents or the underwriters in connection with such listing or public offering. 3.8 Assignment of Options Options may not be assigned or transferred, provided however that the Personal Representative of an Option Holder may, to the extent permitted by section 4.1, exercise the Option within the Exercise Period. Notwithstanding the foregoing, nothing in this section 3.8 shall (i) restrict a Director, Employee or Consultant from delivering an Option Direction to the Company or (ii) prohibit the Company from granting the Option referenced in such Option Direction to such Director’s, Employee’s or Consultant’s Permitted Assignee and from registering the corresponding Option Certificate in the name of such Director’s, Employee’s or Consultant’s Permitted Assignee, in each case as contemplated in section 2.3. 3.9 Adjustments If prior to the complete exercise of an Option the Common Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for (collectively, the “Event”), an Option, to the extent that it has not been exercised, will be adjusted by the Board in accordance with such Event in the manner the Board deems appropriate. No fractional Common Shares will be issued upon the exercise of an Option and accordingly, if as a result of the Event, an Option Holder would become entitled to a fractional Common Share, such Option Holder will have the right to purchase only the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.
11 3.10 Option Grant and Vesting Terms Unless otherwise determined by the Board in accordance with the terms and conditions of this Plan, Options will be granted by the Board and an Option granted to an Option Holder will vest over a three year period of which one-quarter of such Option will vest immediately and of the remaining unvested options will vest in equal portions over three years such that one-third will vest on the first, second and third anniversary of the Award Date. For clarity, the Board may deviate from the terms of this section 3.10 with respect to the grant of Options provided that such grant is made in accordance with the other terms of this Plan. If the Option Holder goes on leave of absence, such Option Holder’s Options will not vest during the leave of absence, except as set forth below in this clause 3.10. Upon expiration of any such leave of absence, the vesting schedule for such Option shall recommence and any applicable vesting dates for such Option shall be recalculated based on the length of such leave of absence. If the Option Holder is on leave of absence due to parental leave, sick leave, military leave, vacation leave or other paid time off, such Option Holder’s Options shall continue to vest on the original vesting schedule during the leave of absence. The same shall apply for any other leave of absence during which vesting on the original schedule must continue under applicable law. Upon expiration of any such leave of absence, the vesting schedule for such Option shall recommence and any applicable vesting dates for such Option shall be recalculated based on the length of such leave of absence. 3.11 U.S. Participants Any Option granted under the Plan to an Option Holder who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a “U.S. Participant”) may be an incentive stock option (an “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “Code”), but only if so designated by the Company in the agreement evidencing such Option. No provision of this Plan, as it may be applied to a U.S. Participant with respect to Options which are designated as ISOs, shall be construed so as to be inconsistent with any provision of Section 422 of the Code or the Treasury Regulations thereunder. Grants of Options to U.S. Participants which are not designated as or otherwise do not qualify as ISOs will be treated as nonstatutory stock options for U.S. federal tax purposes. Notwithstanding anything in this Plan contained to the contrary, the following provisions shall apply to ISOs granted to each U.S. Participant: (a) ISOs shall only be granted to individual U.S. Participants who are, at the time of grant, employees of the Company within the meaning of the Code. Any Director who is a U.S. Participant shall be ineligible to vote upon the granting of such Option; (b) the aggregate fair market value (determined as of the time an ISO is granted) of the Common Shares subject to ISOs exercisable for the first time by a U.S. Participant during any calendar year under this Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Company shall not exceed One Hundred Thousand Dollars in U.S. funds (U.S.$100,000); (c) the Exercise Price for Common Shares under each ISO granted to a U.S. Participant pursuant to this Plan shall be not less than fair market value of such Common Shares at the time the Option is granted, as determined in good faith by the Board at such time
12 (unless such ISO is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code); (d) if any U.S. Participant to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company, then the following special provisions shall be applicable to the ISO granted to such individual: (i) the Exercise Price (per Common Share) subject to such ISO shall not be less than one hundred ten percent (110%) of the fair market value of one Common Share at the time of grant; and (ii) for the purposes of this section 3.11 only, the Exercise Period shall not exceed five (5) years from the date of grant; (e) no ISO may be granted hereunder to a U.S. Participant following the expiration of ten (10) years after the date on which this Plan is adopted by the Company or the date on which the Plan is approved by the shareholders of the Company, whichever is earlier; and (f) no ISO granted to a U.S. Participant under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Company 3.12 Australian Participants. For purposes of any Option granted under the Plan to a grantee who is a resident of Australia or subject to taxation in Australia under the Income Tax Assessment Act 1997 (Cth) (an “Australian Participant”), it is stated that Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Income Tax Assessment Act”) applies to any grants of Options under the Plan (subject to the requirements of that Income Tax Assessment Act), such that Options granted to Australian participants are intended to qualify for deferred taxation under that Subdivision. ARTICLE 4 EXERCISE OF OPTION 4.1 Exercise of Option An Option may be exercised only by the Option Holder or the Personal Representative of the Option Holder. An Option Holder or the Personal Representative of the Option Holder may exercise the vested portion or portions of an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to “AbCellera Biologics Inc.” in an amount equal to the aggregate Exercise Price of the Common Shares to be purchased pursuant to the exercise of the Option. 4.2 Amended and Restated Voting Agreement and Amended and Restated ROFR and Co-Sale Agreement It is a condition of the Plan that an Option Holder who wishes to exercise an Option in whole or in part prior to the completion of an IPO must, if required by the Board, be a party to the Amended and Restated Voting Agreement, the Amended and Restated ROFR and Co-Sale Agreement, or any other agreement, instrument or document to which any of the Company’s shareholders are party and which relate to rights
13 and obligations with respect to the holding or sale of Common Shares, by executing a joinder agreement substantially in the form provided by the Company. The Amended and Restated Voting Agreement and Amended and Restated ROFR and Co-Sale Agreement establish certain rights and obligations with respect to the holding and sale of all Common Shares purchased from time to time by the Option Holder upon the exercise of Options. 4.3 Execution of Amended and Restated Voting Agreement and Amended and Restated ROFR and Co-Sale Agreement Prior to the completion of an IPO, as soon as practicable following the receipt of the Exercise Notice, the Administrator will establish whether the Option Holder is a party to the Amended and Restated Voting Agreement, the Amended and Restated ROFR and Co-Sale Agreement or any other agreement, instrument or document to which any of the Company’s shareholders are party and which relate to rights and obligations with respect to the holding or sale of Common Shares. If the Option Holder is not a party to the Amended and Restated Voting Agreement, the Amended and Restated ROFR and Co-Sale Agreement, or any other agreement, instrument or document to which any of the Company’s shareholders are party and which relate to rights and obligations with respect to the holding or sale of Common Shares, and if so required by the Board, the Administrator will cause to be delivered to the Option Holder a joinder agreement substantially in the form provided by the Company for execution by the Option Holder and return to the Administrator. 4.4 Issue of Shares As soon as practicable following the receipt of the Exercise Notice, the Administrator will, in his sole discretion, cause to be delivered to the Option Holder a certificate for the Common Shares purchased by the Option Holder or a copy of such certificate and the original of such certificate will be placed in the minute book of the Company or cause to be delivered to the Option Holder other evidence of ownership of such Common Shares. If the number of Common Shares in respect of which the Option was exercised is less than the number of Common Shares subject to the Option Certificate surrendered, the Administrator will forward a new Option Certificate to the Option Holder concurrently with delivery of the share certificate or other evidence of ownership of Common Shares for the balance of the Common Shares available under the Option. 4.5 Condition of Issue The Options and the issue of Common Shares by the Company pursuant to the exercise of Options are subject to the terms and conditions of the Plan and compliance with the rules and policies of all applicable Regulatory Authorities with respect to the granting of such Options and the issuance and distribution of such Common Shares, and to all applicable securities laws and regulations. The Option Holder agrees to comply with all such laws, regulations, rules and policies and agrees to furnish to the Company any information, reports or undertakings required to comply with, and to fully cooperate with, the Company in complying with such laws, regulations, rules and policies. ARTICLE 5 ADMINISTRATION 5.1 Administration The Plan will be administered by the Administrator on the instructions of the Board. The Compensation Committee may, from time to time, recommend to the Board how the Plan should be administered. The Board may make, amend and repeal at any time and from time to time such policies not inconsistent with
14 the Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such policies will form part of the Plan. The Board may delegate to the Administrator or any director, officer or employee of the Company such administrative duties and powers as it may see fit. 5.2 Interpretation The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Option Holder. No member of the Board or any person acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such person will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company. ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE 6.1 Prospective Amendment The Board may, from time to time and in accordance with any third party obligations of the Company, amend the Plan and the terms and conditions of any Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of meeting any changes in any relevant law, rule or regulation applicable to the Plan, any Option or the Common Shares, or for any other purpose which may be permitted by all relevant laws, regulations, rules and policies provided always that any such amendment (with the exception of an amendment pursuant to section 3.4(f)) will not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to such amendment. 6.2 Retrospective Amendment The Board may from time to time retrospectively amend the Plan and, with the consent of the affected Option Holders, retrospectively amend the terms and conditions of any Options which have been previously granted. 6.3 Approvals The Plan and any amendments hereto are subject to all necessary approvals of the applicable Regulatory Authorities. 6.4 Termination The Board may terminate the Plan at any time provided that such termination will not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to the date of such termination which will continue to be governed by the provisions of the Plan. 6.5 Agreement The Company and every Option awarded hereunder will be bound by and subject to the terms and conditions of the Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of the Plan.
15 6.6 Notice All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either served personally on the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such service; emailed, in which case notice shall be deemed to have been given on the date the email was sent; faxed, in which case notice shall be deemed to have been duly given on the date the fax is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing. DATE APPROVED BY THE BOARD OF DIRECTORS: April 30, 2024
51221104.3 A-1 SCHEDULE A ABCELLERA BIOLOGICS INC. SEVENTH AMENDED AND RESTATED STOCK OPTION PLAN OPTION CERTIFICATE This Certificate is issued pursuant to the provisions of the AbCellera Biologics Inc. (the “Company”) seventh amended and restated stock option plan (the “Plan”) and evidences that ⚫ is the holder (the “Option Holder”) of an option (the “Option”) to purchase up to ⚫ Common Shares Without Par Value (the “Common Shares”) in the capital stock of the Company. The Exercise Price of the Option is Cdn. $ ⚫ per Common Share. Subject to the provisions of the Plan: (a) the Award Date of the Option is ⚫, ⚫; and (b) the Fixed Expiry Date of the Option is ⚫, ⚫. The vested portion or portions of the Option may be exercised at any time and from time to time from and including the Award Date through to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a certified cheque or bank draft payable to “AbCellera Biologics Inc.” in an amount equal to the aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised. Upon receiving the Exercise Notice, the Administrator may deliver a joinder agreement substantially in the form provided by the Company to the Option Holder. The Option and the issue of Common Shares by the Company pursuant to the exercise of the Option are subject to the Option Holder signing and returning to the Administrator a copy of the joinder agreement, if so required by the Administrator. This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Option Holder hereby expressly agrees with the Company to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company will prevail. The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto. All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan. Dated this ⚫ day of ⚫, ⚫. ABCELLERA BIOLOGICS INC. Per: Administrator, Stock Option Plan AbCellera Biologics Inc.
A-2 OPTION CERTIFICATE - SCHEDULE The additional terms and conditions attached to the Option represented by this Certificate are as follows: 1. ⚫; and 2. ⚫. ABCELLERA BIOLOGICS INC. Per: Administrator, Stock Option Plan AbCellera Biologics Inc.
B-1 SCHEDULE B ABCELLERA BIOLOGICS INC. SEVENTH AMENDED AND RESTATED STOCK OPTION PLAN NOTICE OF EXERCISE OF OPTION TO: The Administrator, Stock Option Plan AbCellera Biologics Inc. 2215 Yukon Street Vancouver, British Columbia, V5Y 0A1 The undersigned hereby irrevocably gives notice, pursuant to the AbCellera Biologics Inc. seventh amended and restated stock option plan (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item): (a) all of the Common Shares; or (b) ___________________ of the Common Shares, which are the subject of the Option Certificate attached hereto. The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to “AbCellera Biologics Inc.” in an amount equal to the aggregate Exercise Price of the aforesaid Common Shares and directs the Company to issue the certificate evidencing said Common Shares in the name of the undersigned to be mailed to the undersigned at the following address: ___________________________________ ___________________________________ ___________________________________ The undersigned acknowledges that upon receiving the Exercise Notice, the Administrator may deliver a joinder agreement substantially in the form provided by the Company to the undersigned. The Option and the issue of Common Shares by the Company pursuant to the exercise of the Option are subject to the undersigned signing and returning to the Administrator a copy of the joinder agreement, if so required by the Administrator. By executing this Notice of Exercise of Option the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan, including without limitation section 4.2. All terms not otherwise defined in this Notice of Exercise of Option will have the meanings given to them under the Option Certificate. DATED the ________ day of ____________________, __________. Signature of Option Holder
C-1 SCHEDULE C FORM OF OPTION DIRECTION IRREVOCABLE OPTION DIRECTION (this “Direction”) TO: AbCellera Biologics Inc. (the “Company”) Reference is made herein to the Company’s seventh amended and restated stock option plan, as amended, restated, modified and supplemented from time to time (the “Plan”). All capitalized terms used but not defined herein shall have the meaning ascribed to such term as set out in the Plan. This Direction constitutes an Option Direction under the Plan. Pursuant to section 2.3 of the Plan, the Company is hereby irrevocably directed to grant the following Option as follows: Name of Permitted Assignee Address for Registration Number of Options Delivery Instructions [●] [●] [●] [●] The undersigned hereby confirms to the Company that the grantee of the Option set forth above is a Permitted Assignee. [Remainder of page intentionally left blank – signature on following page]
C-2 DATED the ________ day of ____________________, __________. [Signature of Option Assignor]
ABCELLERA BIOLOGICS INC. 2020 SHARE OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the AbCellera Biologics Inc. 2020 Share Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of AbCellera Biologics Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates. The following terms shall be defined as set forth below: “Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. “Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent. “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. “Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Share Options, Non-Qualified Share Options, Share Appreciation Rights, Restricted Share Units, Restricted Share Awards, Unrestricted Share Awards, Cash- Based Awards, and Dividend Equivalent Rights. “Award Certificate ” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan. “Board” means the Board of Directors of the Company. “Canadian Employees” means officers, employees, and Non-Employee Directors of the Company, or a corporation that does not deal at arm’s length with the Company for purposes of the Tax Act, who are residents of Canada for purposes of the Tax Act. “Cash-Based Award” means an Award entitling the recipient to receive a cash- denominated payment. Exhibit 10.2
2 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. “Consultant” means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act. “Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the grantee. “Effective Date” means the date on which the Plan becomes effective as set forth in Section 19. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. “Fair Market Value” of the Shares on any given date means the fair market value of the Shares determined in good faith by the Administrator; provided, however, that if the Shares are listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), Nasdaq Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the Registration Date, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s initial public offering. “Incentive Share Option” means any Share Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. “Non-Employee Director” means a member of the Board who is an employee for purposes of the Tax Act, but is not otherwise an employee of the Company or any Subsidiary. “Non-Qualified Share Option” means any Share Option that is not an Incentive Share Option. “Option” or “Share Option” means any option to purchase Shares granted pursuant to Section 5. “Registration Date” means the date upon which the registration statement on Form S-1 that is filed by the Company with respect to its initial public offering is declared effective by the U.S. Securities and Exchange Commission. “Restricted Shares” means the Shares underlying a Restricted Share Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.
3 “Restricted Shares Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. “Restricted Share Units” means an Award of share units subject to such restrictions and conditions as the Administrator may determine at the time of grant. “Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding shares immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding shares or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Shares of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. “Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by shareholders, per Share pursuant to a Sale Event. “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder. “Service Relationship” means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant). “Shares” means the common shares of the Company, subject to adjustments pursuant to Section 3. “Share Appreciation Right” means an Award entitling the recipient to receive Shares (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Shares on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised. “Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly. “Tax Act” means the Income Tax Act (Canada), as amended, including any applicable regulations and guidance thereunder. “Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of shares of the Company or any parent or subsidiary corporation.
4 “Termination Date” means, subject to any minimum applicable requirements contained in applicable employment standards legislation, the earlier of: (i) if the grantee’s Service Relationship is terminated by the Company or Affiliate for any reason (whether lawful or unlawful), the earlier of (a) the date designated, if any, by the Company or Affiliate as the date on which the grantee’s Service Relationship ceases, or (b) the grantee’s last day of actual and active employment with or service to the Company or Affiliate, whether such day is selected by agreement with the grantee or unilaterally by the Company or Affiliate or otherwise; and, for the avoidance of doubt, in case of either (a) or (b), without regard to any period of notice of termination, pay in lieu of notice of termination, severance pay or other damages paid or payable to the grantee, under contract or common law, in or in respect of a period which follows the grantee’s last day of actual and active employment with or service to the Company or Affiliate; (ii) if the grantee dies, the date of death; or (iii) if the grantee’s Service Relationship is terminated by the grantee, the grantee’s last day of actual and active employment with or service to the Company or Affiliate, whether such day is selected by agreement with the grantee or unilaterally by the Company or Affiliate or otherwise; or (iv) if the grantee ceases to be eligible to participate in the Plan for any reason not contemplated above, the date determined by the Company as the date the Service Relationship ends. “Unrestricted Share Award” means an Award of Shares free of any restrictions. SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS (a) Administration of Plan. The Plan shall be administered by the Administrator. (b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select the individuals to whom Awards may from time to time be granted; (ii) to determine the time or times of grant, and the extent, if any, of Incentive Share Options, Non-Qualified Share Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Units, Unrestricted Share Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees; (iii) to determine the number of Shares to be covered by any Award; (iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;
5 (v) to accelerate at any time the exercisability or vesting of all or any portion of any Award; (vi) subject to the provisions of Section 5(c), to extend at any time the period in which Share Options may be exercised and subject to the provisions of Section 6(d), to extend at any time the period in which any Share Appreciation Rights may be exercised provided that no Option or Share Appreciation Right shall be extended if such extension would violate Section 409A of the Code; and (vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees. (c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting of one or more officers of the Company including the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include a limitation as to the amount of Shares underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan. (d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event the Service Relationship terminates. (e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.
6 (f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Affiliates shall be covered by the Plan; (ii) determine which individuals outside the United States or Canada are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States or Canada to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be incorporated into and made part of this Plan); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law. (g) Currency. All dollar figures stated in this Plan are in US dollars. SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION (a) Shares Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 21,280,000 shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of Shares reserved and available for issuance under the Plan shall be cumulatively increased by 5 percent (5%) of the number of Shares issued and outstanding on the immediately preceding December 31 (the “Annual Increase”) or such lesser amount as determined by the Administrator. Subject to such overall limitation, the maximum aggregate number of Shares that may be issued in the form of Incentive Share Options shall not exceed the Initial Limit cumulatively increased on January 1, 2022 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 21,280,000 Shares, subject in all cases to adjustment as provided in this Section 3. For purposes of this limitation, the Shares underlying any Awards under the Plan and under the Company’s Seventh Amended and Restated Share Option Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Shares or otherwise terminated (other than by exercise) shall be added back to the Shares available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the Shares that may be issued as Incentive Share Options. In the event the Company repurchases Shares on the open market, such shares shall not be added to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type of Award. The shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. (b) Changes in Shares. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or
7 other similar change in the Company’s capital share, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Shares Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Share Award, and (iv) the exercise price for each share subject to any then outstanding Share Options and Share Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Share Options and Share Appreciation Rights) as to which such Share Options and Share Appreciation Rights remain exercisable and in accordance with Section 422 and 409A of the Code. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional Shares. (c) Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of Shares and, if appropriate, the per Share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Share Appreciation Rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Share Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Shares subject to outstanding Options and Share Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Share Appreciation Rights (provided that, in the case of an Option or Share Appreciation Right with an exercise price equal to or greater than the Sale
8 Price, such Option or Share Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Share Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested Shares under such Awards. SECTION 4. ELIGIBILITY Grantees under the Plan will be such employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator in its sole discretion; provided that Awards may not be granted to employees, Non-Employee Directors or Consultants who are providing services only to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the Shares underlying the Awards is treated as “service recipient stock” under Section 409A or (ii) the Company has determined that such Awards are exempt from or otherwise comply with Section 409A. SECTION 5. SHARE OPTIONS (a) Award of Share Options. The Administrator may grant Share Options under the Plan. Any Share Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Share Options granted under the Plan may be either Incentive Share Options or Non- Qualified Share Options. Incentive Share Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code and individuals who are subject to U.S. income tax. To the extent that any Option does not qualify as an Incentive Share Option, it shall be deemed a Non- Qualified Share Option. Share Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Share Options may be granted to a grantee who is not a Canadian Employee in lieu of cash compensation at the grantee’s election, subject to such terms and conditions as the Administrator may establish. (b) Exercise Price. The exercise price per Share covered by a Share Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Share Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Share Option shall be not less than 110 percent of the Fair Market Value on the date of grant. Notwithstanding the foregoing but subject to the following sentence, Share Options may be granted with an exercise price per Share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date
9 of grant or (iii) if the Share Option is otherwise compliant with Section 409A. Notwithstanding the foregoing, the exercise price of any Share Options granted to a Canadian Employee shall under no circumstances be less than 100 percent of the Fair Market Value on the grant date. (c) Option Term. The term of each Share Option shall be fixed by the Administrator, but no Share Option shall be exercisable more than ten years after the date the Share Option is granted. In the case of an Incentive Share Option that is granted to a Ten Percent Owner, the term of such Share Option shall be no more than five years from the date of grant. (d) Pause in Vesting. If the grantee goes on leave of absence, such grantee’s Share Options will not vest during the leave of absence, except as set forth below in this clause. Upon expiration of any such leave of absence, the vesting schedule for such Share Option shall recommence and any applicable vesting dates for such Share Option shall be recalculated based on the length of such leave of absence. If the grantee is on leave of absence due to parental leave, sick leave, military leave, vacation leave or other paid time off, such grantee’s Share Options shall continue to vest on the original vesting schedule during the leave of absence. The same shall apply for any other leave of absence during which vesting on the original schedule must continue under applicable law. (e) Exercisability; Rights of a Shareholder. Share Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the date of grant. The Administrator may at any time accelerate the exercisability of all or any portion of any Share Option. A grantee shall not have any rights as a shareholder of the Company until and unless the grantee is issued Shares upon the exercise of a Share Option and not as to unexercised Share Options. (f) Method of Exercise. Share Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company (in a form to be provided by the Company), specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Award Certificate: (i) In cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of Shares that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; (iii) By the grantee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the grantee chooses to pay the purchase price as so provided, the grantee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or
10 (iv) With respect to Share Options that are not Incentive Share Options, by a “net exercise” arrangement pursuant to which a grantee surrenders Share Options to the Company in consideration for the Company issuing the number of Shares issuable upon exercise of such Share Options, less the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price of such Share Options; provided, however, that the Company will accept a cash or other payment from the grantee to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares will no longer be subject to a Share Option and will not be exercisable thereafter to the extent that (A) Shares otherwise issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) Shares are delivered to the grantee as a result of such exercise, and (C) Shares otherwise issuable are withheld to satisfy tax withholding obligations. Payment instruments will be received subject to collection. The transfer to the grantee on the records of the Company or of the transfer agent of the Shares to be purchased pursuant to the exercise of a Share Option will be contingent upon receipt from the grantee (or a purchaser acting in his stead in accordance with the provisions of the Share Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the grantee). In the event a grantee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the grantee upon the exercise of the Share Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Share Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Share Options may be permitted through the use of such an automated system. (g) Annual Limit on Incentive Share Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Share Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by a grantee during any calendar year shall not exceed $100,000. To the extent that any Share Option exceeds this limit, it shall constitute a Non-Qualified Share Option. (h) Australian Participants. For purposes of any Share Option granted under the Plan to a grantee who is a resident of Australia or subject to taxation in Australia under the Income Tax Assessment Act 1997 (Cth) (an “Australian Participant”), it is stated that Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Income Tax Assessment Act”) applies to any grants of Share Options under the Plan (subject to the requirements of that Income Tax Assessment Act), such that Share Options granted to Australian participants are intended to qualify for deferred taxation under that Subdivision. SECTION 6. SHARE APPRECIATION RIGHTS (a) Award of Share Appreciation Rights. The Administrator may grant Share Appreciation Rights under the Plan. A Share Appreciation Right is an Award entitling the
11 recipient to receive Shares (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a Share on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised. (b) Exercise Price of Share Appreciation Rights. The exercise price of a Share Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Shares on the date of grant. Notwithstanding the foregoing, Share Appreciation Rights may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant, or (iii) if the Share Appreciation Right is otherwise compliant with Section 409A. (c) Grant and Exercise of Share Appreciation Rights. Share Appreciation Rights may be granted by the Administrator independently of any Share Option granted pursuant to Section 5 of the Plan. (d) Terms and Conditions of Share Appreciation Rights. Share Appreciation Rights shall be subject to such terms and conditions as shall be determined on the date of grant by the Administrator. The term of a Share Appreciation Right may not exceed ten years. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. SECTION 7. RESTRICTED SHARE AWARDS (a) Nature of Restricted Share Awards. The Administrator may grant Restricted Share Awards under the Plan. A Restricted Share Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. (b) Rights as a Shareholder. Upon the grant of the Restricted Share Award and payment of any applicable purchase price, a grantee shall have the rights of a shareholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Share Award is tied to the attainment of vesting conditions, any dividends paid by the Company during the vesting period shall accrue and shall not be paid to the grantee until and to the extent the vesting conditions are met with respect to the Restricted Share Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe. (c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted
12 Share Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a shareholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration. (d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.” SECTION 8. RESTRICTED SHARE UNITS (a) Nature of Restricted Share Units. The Administrator may grant Restricted Share Units under the Plan. A Restricted Share Unit is an Award of share units that may be settled in Shares (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Share Units with a deferred settlement date that complies with Section 409A and except where the grantee is a Canadian Employee, at the end of the vesting period, the Restricted Share Units, to the extent vested, shall be settled in the form of Shares. Restricted Share Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A. Notwithstanding anything to the contrary, the vesting period for Restricted Share Units granted to a Canadian Employee shall, in all cases, be in compliance with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act, as such subsection may be amended or enacted from time to time. (b) Election to Receive Restricted Share Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Share Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that
13 the grantee elects to defer shall be converted to a fixed number of Restricted Share Units based on the Fair Market Value of Shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Share Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate. (c) Rights as a Shareholder. A grantee shall not have any rights as a shareholder of the Company until and unless the grantee is issued Shares upon settlement of Restricted Share Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the units underlying his or her Restricted Share Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator may determine. (d) Pause in Vesting. If the grantee goes on leave of absence, such grantee’s Restricted Share Units will not vest during the leave of absence, except as set forth below in this clause. Upon expiration of any such leave of absence, the vesting schedule for such Restricted Share Units shall recommence and any applicable vesting dates for such Restricted Share Units shall be recalculated based on the length of such leave of absence. If the grantee is on leave of absence due to parental leave, sick leave, military leave, vacation leave or other paid time off, such grantee’s Restricted Share Units shall continue to vest on the original vesting schedule during the leave of absence. The same shall apply for any other leave of absence during which vesting on the original schedule must continue under applicable law. (e) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a grantee’s right in all Restricted Share Units that have not vested shall automatically terminate on the grantee’s Termination Date. (f) Canadian Employees. All Restricted Share Units granted to Canadian Employees shall be in compliance with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act, as such subsection may be amended or enacted from time to time. SECTION 9. UNRESTRICTED SHARE AWARDS Grant or Sale of Unrestricted Share. The Administrator may grant (or sell at such purchase price determined by the Administrator) an Unrestricted Share Award under the Plan. An Unrestricted Share Award is an Award pursuant to which the grantee may receive Shares free of any restrictions under the Plan. Unrestricted Share Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee. SECTION 10. CASH-BASED AWARDS Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon
14 the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash. SECTION 11. DIVIDEND EQUIVALENT RIGHTS (a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other Award to which it relates) if such Shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Share Units or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Share Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. (b) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate on the grantee’s Termination Date. SECTION 12. TRANSFERABILITY OF AWARDS (a) Transferability. Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void. (b) Administrator Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or Non-Employee Director) may transfer his or her Non-Qualified Share Options to his or her immediate family members, to
15 trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Certificate. In no event may an Award be transferred by a grantee for value. (c) Family Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in- law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests. (d) Designation of Beneficiary. To the extent permitted by the Company and valid under applicable law, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate or legal heirs. SECTION 13. TAX WITHHOLDING (a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for federal or provincial income tax purposes, pay to the Company or any applicable Affiliate, or make arrangements satisfactory to the Administrator regarding payment of, any U.S. and non-U.S. federal, state, provincial or local taxes of any kind required by law to be withheld by the Company or any applicable Affiliate with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or share certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee. (b) Payment in Shares. Except as provided in the Award Certificate, the Administrator may require the tax withholding obligation of the Company or any applicable Affiliate to be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Shares includible in income of the grantees. The Administrator may also require any tax withholding obligation of the Company or any applicable Affiliate to be satisfied, in
16 whole or in part, by an arrangement whereby a certain number of Shares issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company or any applicable Affiliate in an amount that would satisfy the withholding amount due. SECTION 14. SECTION 409A AWARDS Awards are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A. SECTION 15. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC. (a) Termination of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan. (b) For purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship: (i) a transfer to the Service Relationship of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to such leave is protected either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. SECTION 16. AMENDMENTS AND TERMINATION The Board may at any time, in its sole discretion, amend, suspend, discontinue, or terminate the Plan or any portion thereof, and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of compliance with applicable law or stock exchange requirements, satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without prior shareholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Share Options or Share Appreciation Rights or effect repricing through cancellation
17 and re-grants or cancellation of Share Options or Share Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Share Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Company shareholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c). SECTION 17. STATUS OF PLAN With respect to the portion of any Award that has not been exercised and any payments in cash, Shares or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence. SECTION 18. GENERAL PROVISIONS (a) No Distribution. The Administrator may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. (b) Issuance of Shares. To the extent certificated, share certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a share transfer agent of the Company shall have mailed such certificates in the mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Shares shall be deemed delivered for all purposes when the Company or a Shares transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing Shares pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed, quoted or traded. Any Shares issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Shares are listed, quoted or traded. The Administrator may place legends on any Share certificate or notations on any book entry to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any
18 individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator. (c) Shareholder Rights. Until Shares are deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other rights of a shareholder will exist with respect to Shares to be issued in connection with an Award, notwithstanding the exercise of a Share Option or any other action by the grantee with respect to an Award. (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Affiliate. Except if and as required by applicable employment standards legislation, no grantee will be entitled to any damages or other compensation for any Award that does not vest or is not awarded or settled due to termination of the grantee’s employment with the Company or Affiliate for any reason. (e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time. (f) Clawback Policy. Notwithstanding any other terms of the Plan, Awards under the Plan may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policy, as in effect from time to time, or applicable share exchange rules. (g) Tax Act Elections. In the sole discretion of the Administrator, the Company may make an election under subsection 110(1.1) of the Tax Act where applicable. (h) Waiver of Damages. A grantee, who is a Canadian Employee, waives any and all rights to any Awards and to any compensation or damages in respect or in lieu thereof as a consequence of termination of the grantee’s Service Relationship for any reason, or otherwise for any reason whatsoever insofar as those rights arise or may arise from the grantee ceasing to have rights with respect to such Awards upon a termination such grantee’s Service Relationship. SECTION 19. EFFECTIVE DATE OF PLAN This Plan shall become effective upon the date immediately preceding the Registration Date subject to prior shareholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable share exchange rules. No grants of Share Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Share Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.
19 SECTION 20. GOVERNING LAW This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with the Province of British Columbia as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Province of British Columbia applied without regard to conflict of law principles. DATE APPROVED BY BOARD OF DIRECTORS: April 30, 2024
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carl L. G. Hansen certify that:
1.I have reviewed this quarterly report of AbCellera Biologics Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | |
Date: August 6, 2024 | By: | /s/ Carl L. G. Hansen |
| | Carl L. G. Hansen, Ph.D. Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Booth, certify that:
1.I have reviewed this quarterly report of AbCellera Biologics Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | |
Date: August 6, 2024 | By: | /s/ Andrew Booth |
| | Andrew Booth Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AbCellera Biologics Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| | | | | | | | |
Date: August 6, 2024 | By: | /s/ Carl L. G. Hansen |
| | Carl L. G. Hansen Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AbCellera Biologics Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| | | | | | | | |
Date: August 6, 2024 | By: | /s/ Andrew Booth |
| | Andrew Booth Chief Financial Officer (Principal Financial Officer) |
v3.24.2.u1
Cover - shares
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6 Months Ended |
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Jun. 30, 2024 |
Aug. 01, 2024 |
Cover [Abstract] |
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Document Type |
10-Q
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Document Quarterly Report |
true
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Document Period End Date |
Jun. 30, 2024
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Document Transition Report |
false
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Entity File Number |
001-39781
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Entity Registrant Name |
AbCellera Biologics Inc.
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Entity Incorporation, State or Country Code |
A1
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Entity Address, Address Line One |
2215 Yukon Street
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Entity Address, City or Town |
Vancouver
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Entity Address, State or Province |
BC
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Entity Address, Postal Zip Code |
V5Y 0A1
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City Area Code |
604
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Local Phone Number |
559-9005
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Title of 12(b) Security |
Common shares, no par value per share
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Trading Symbol |
ABCL
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Security Exchange Name |
NASDAQ
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Entity Current Reporting Status |
Yes
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Entity Interactive Data Current |
Yes
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Entity Filer Category |
Large Accelerated Filer
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Entity Small Business |
false
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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Current assets: |
|
|
Cash and cash equivalents |
$ 148,312
|
$ 133,320
|
Marketable securities |
522,044
|
627,265
|
Total cash, cash equivalents, and marketable securities |
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|
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|
Accounts and accrued receivable |
36,143
|
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|
Restricted cash |
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|
25,000
|
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|
55,810
|
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771,554
|
871,985
|
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|
|
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318,882
|
287,696
|
Intangible assets, net |
85,661
|
120,425
|
Goodwill |
47,806
|
47,806
|
Investments in equity accounted investees |
76,064
|
65,938
|
Other long-term assets |
112,514
|
94,244
|
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640,927
|
616,109
|
Total assets |
1,412,481
|
1,488,094
|
Current liabilities: |
|
|
Accounts payable and other current liabilities |
43,952
|
49,580
|
Contingent consideration payable |
20,027
|
50,475
|
Deferred revenue |
6,401
|
18,958
|
Total current liabilities |
70,380
|
119,013
|
Long-term liabilities: |
|
|
Operating lease liability |
66,451
|
71,222
|
Deferred revenue |
7,970
|
8,195
|
Deferred Government Contribution, Long-term |
124,186
|
95,915
|
Contingent consideration payable |
4,441
|
4,913
|
Deferred tax liability |
21,737
|
30,612
|
Other long-term liabilities |
6,348
|
5,906
|
Total long-term liabilities |
231,133
|
216,763
|
Total liabilities |
301,513
|
335,776
|
Commitments and contingencies |
|
|
Shareholders' equity: |
|
|
Common shares: no par value, unlimited authorized shares at December 31, 2023 and June 30, 2024: 290,824,970 and 294,665,532 shares issued and outstanding at December 31, 2023 and June 30, 2024, respectively |
769,966
|
753,199
|
Additional paid-in capital |
140,828
|
121,052
|
Accumulated other comprehensive loss |
(2,073)
|
(1,720)
|
Accumulated earnings |
202,247
|
279,787
|
Total shareholders' equity |
1,110,968
|
1,152,318
|
Total liabilities and shareholders' equity |
$ 1,412,481
|
$ 1,488,094
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v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Statement of Financial Position [Abstract] |
|
|
Common stock, no par value (USD per share) |
$ 0
|
$ 0
|
Common stock, shares issued (in shares) |
290,824,970
|
294,665,532
|
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290,824,970
|
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v3.24.2.u1
Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Revenue: |
|
|
|
|
|
Total revenue |
|
$ 7,323
|
$ 10,056
|
$ 17,277
|
$ 22,248
|
Operating expenses: |
|
|
|
|
|
Research and development |
[1] |
40,927
|
36,473
|
80,214
|
89,120
|
Sales and marketing |
[1] |
3,136
|
3,841
|
6,501
|
7,612
|
General and administrative |
[1] |
20,192
|
15,521
|
37,544
|
30,655
|
Depreciation, amortization, and impairment |
|
36,522
|
5,610
|
41,366
|
11,124
|
Total operating expenses |
|
100,777
|
61,445
|
165,625
|
138,511
|
Loss from operations |
|
(93,454)
|
(51,389)
|
(148,348)
|
(116,263)
|
Other (income) expense |
|
|
|
|
|
Interest income |
|
(9,801)
|
(10,779)
|
(20,202)
|
(20,537)
|
Grants and incentives |
|
(3,310)
|
(4,576)
|
(6,585)
|
(7,951)
|
Other (income) expense |
|
(32,156)
|
1,970
|
(30,627)
|
(1,624)
|
Total other (income) |
|
(45,267)
|
(13,385)
|
(57,414)
|
(30,112)
|
Net loss before income tax |
|
(48,187)
|
(38,004)
|
(90,934)
|
(86,151)
|
Income tax recovery |
|
(11,257)
|
(7,476)
|
(13,394)
|
(15,513)
|
Net loss |
|
(36,930)
|
(30,528)
|
(77,540)
|
(70,638)
|
Foreign currency translation adjustment |
|
(257)
|
122
|
(353)
|
(508)
|
Comprehensive loss |
|
$ (37,187)
|
$ (30,406)
|
$ (77,893)
|
$ (71,146)
|
Net loss per share |
|
|
|
|
|
Basic (USD per share) |
|
$ (0.13)
|
$ (0.11)
|
$ (0.26)
|
$ (0.24)
|
Diluted (USD per share) |
|
$ (0.13)
|
$ (0.11)
|
$ (0.26)
|
$ (0.24)
|
Weighted-average common shares outstanding |
|
|
|
|
|
Basic (in shares) |
|
294,217,013
|
288,905,587
|
293,467,753
|
288,357,081
|
Diluted (in shares) |
|
294,217,013
|
288,905,587
|
293,467,753
|
288,357,081
|
Research fees |
|
|
|
|
|
Revenue: |
|
|
|
|
|
Total revenue |
|
$ 5,453
|
$ 9,830
|
$ 15,227
|
$ 20,400
|
Licensing revenue |
|
|
|
|
|
Revenue: |
|
|
|
|
|
Total revenue |
|
370
|
226
|
550
|
598
|
Milestone payments |
|
|
|
|
|
Revenue: |
|
|
|
|
|
Total revenue |
|
$ 1,500
|
$ 0
|
$ 1,500
|
$ 1,250
|
|
|
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v3.24.2.u1
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands |
Total |
Common Shares |
Additional Paid-in Capital |
Accumulated Earnings |
Accumulated Other Comprehensive Loss |
Beginning balances (in shares) at Dec. 31, 2022 |
|
286,851,595
|
|
|
|
Beginning balances at Dec. 31, 2022 |
$ 1,233,277
|
$ 734,365
|
$ 74,118
|
$ 426,185
|
$ (1,391)
|
Number of Shares |
|
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan (in shares) |
|
1,574,919
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan |
489
|
$ 8,451
|
(7,962)
|
|
|
Share-based compensation expense |
15,474
|
|
15,474
|
|
|
Foreign currency translation adjustment |
(630)
|
|
|
|
(630)
|
Net loss |
(40,110)
|
|
|
(40,110)
|
|
Ending balances (in shares) at Mar. 31, 2023 |
|
288,426,514
|
|
|
|
Ending balances at Mar. 31, 2023 |
1,208,500
|
$ 742,816
|
81,630
|
386,075
|
(2,021)
|
Beginning balances (in shares) at Dec. 31, 2022 |
|
286,851,595
|
|
|
|
Beginning balances at Dec. 31, 2022 |
1,233,277
|
$ 734,365
|
74,118
|
426,185
|
(1,391)
|
Number of Shares |
|
|
|
|
|
Foreign currency translation adjustment |
(508)
|
|
|
|
|
Net loss |
(70,638)
|
|
|
|
|
Ending balances (in shares) at Jun. 30, 2023 |
|
289,189,469
|
|
|
|
Ending balances at Jun. 30, 2023 |
1,194,827
|
$ 744,756
|
96,423
|
355,547
|
(1,899)
|
Beginning balances (in shares) at Mar. 31, 2023 |
|
288,426,514
|
|
|
|
Beginning balances at Mar. 31, 2023 |
1,208,500
|
$ 742,816
|
81,630
|
386,075
|
(2,021)
|
Number of Shares |
|
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan (in shares) |
|
762,955
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan |
334
|
$ 1,940
|
(1,606)
|
|
|
Share-based compensation expense |
16,399
|
|
16,399
|
|
|
Foreign currency translation adjustment |
122
|
|
|
|
122
|
Net loss |
(30,528)
|
|
|
(30,528)
|
|
Ending balances (in shares) at Jun. 30, 2023 |
|
289,189,469
|
|
|
|
Ending balances at Jun. 30, 2023 |
1,194,827
|
$ 744,756
|
96,423
|
355,547
|
(1,899)
|
Beginning balances (in shares) at Dec. 31, 2023 |
|
290,824,970
|
|
|
|
Beginning balances at Dec. 31, 2023 |
1,152,318
|
$ 753,199
|
121,052
|
279,787
|
(1,720)
|
Number of Shares |
|
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan (in shares) |
|
2,796,342
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan |
892
|
$ 11,363
|
(10,471)
|
|
|
Share-based compensation expense |
17,409
|
|
17,409
|
|
|
Foreign currency translation adjustment |
(96)
|
|
|
|
(96)
|
Net loss |
(40,610)
|
|
|
(40,610)
|
|
Ending balances (in shares) at Mar. 31, 2024 |
|
293,621,312
|
|
|
|
Ending balances at Mar. 31, 2024 |
1,129,913
|
$ 764,562
|
127,990
|
239,177
|
(1,816)
|
Beginning balances (in shares) at Dec. 31, 2023 |
|
290,824,970
|
|
|
|
Beginning balances at Dec. 31, 2023 |
1,152,318
|
$ 753,199
|
121,052
|
279,787
|
(1,720)
|
Number of Shares |
|
|
|
|
|
Foreign currency translation adjustment |
(353)
|
|
|
|
|
Net loss |
(77,540)
|
|
|
|
|
Ending balances (in shares) at Jun. 30, 2024 |
|
294,665,532
|
|
|
|
Ending balances at Jun. 30, 2024 |
1,110,968
|
$ 769,966
|
140,828
|
202,247
|
(2,073)
|
Beginning balances (in shares) at Mar. 31, 2024 |
|
293,621,312
|
|
|
|
Beginning balances at Mar. 31, 2024 |
1,129,913
|
$ 764,562
|
127,990
|
239,177
|
(1,816)
|
Number of Shares |
|
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan (in shares) |
|
1,044,220
|
|
|
|
Shares issued and restricted stock units ("RSUs") vested under stock option plan |
460
|
$ 5,404
|
(4,944)
|
|
|
Share-based compensation expense |
17,782
|
|
17,782
|
|
|
Foreign currency translation adjustment |
(257)
|
|
|
|
(257)
|
Net loss |
(36,930)
|
|
|
(36,930)
|
|
Ending balances (in shares) at Jun. 30, 2024 |
|
294,665,532
|
|
|
|
Ending balances at Jun. 30, 2024 |
$ 1,110,968
|
$ 769,966
|
$ 140,828
|
$ 202,247
|
$ (2,073)
|
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v3.24.2.u1
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Cash flows from operating activities: |
|
|
Net loss |
$ (77,540)
|
$ (70,638)
|
Cash flows from operating activities: |
|
|
Depreciation of property and equipment |
6,603
|
5,810
|
Amortization and impairment of intangible assets |
34,763
|
5,314
|
Amortization of operating lease right-of-use assets |
3,437
|
3,252
|
Stock-based compensation |
35,191
|
31,873
|
Fair value gain on contingent consideration |
(30,920)
|
0
|
Other |
(8,193)
|
(4,429)
|
Changes in operating assets and liabilities: |
|
|
Research fees and grants receivable |
(34,434)
|
(24,269)
|
Accrued royalties receivable |
0
|
9,260
|
Income taxes payable (receivable) |
(5,953)
|
22,884
|
Accounts payable and accrued liabilities |
(130)
|
(2,827)
|
Deferred revenue |
(12,782)
|
(4,870)
|
Accrued royalties payable |
0
|
(16,253)
|
Deferred grant income |
19,757
|
25,566
|
Other assets |
(1,473)
|
(4,833)
|
Net cash used in operating activities |
(71,674)
|
(24,160)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
(44,250)
|
(42,185)
|
Purchase of marketable securities |
(426,007)
|
(528,891)
|
Proceeds from marketable securities |
539,385
|
422,814
|
Receipt of grant funding |
19,750
|
7,693
|
Long-term investments and other assets |
3,950
|
(36,757)
|
Investment in equity accounted investees |
(10,820)
|
(6,673)
|
Net cash provided by (used in) investing activities |
82,008
|
(183,999)
|
Cash flows from financing activities: |
|
|
Payment of liability for in-licensing agreement and other |
(368)
|
(863)
|
Proceeds from long-term liabilities |
4,497
|
0
|
Proceeds from exercise of stock options |
1,353
|
824
|
Net cash provided by (used in) financing activities |
5,482
|
(39)
|
Effect of exchange rate changes on cash and cash equivalents |
(824)
|
584
|
Increase (decrease) in cash and cash equivalents |
14,992
|
(207,614)
|
Cash and cash equivalents and restricted cash, beginning of period |
160,610
|
414,651
|
Cash and cash equivalents and restricted cash, end of period |
175,602
|
207,037
|
Restricted cash included in other assets |
2,290
|
2,290
|
Total cash, cash equivalents, and restricted cash shown on the balance sheet |
173,312
|
204,747
|
Supplemental disclosure of non-cash investing and financing activities |
|
|
Property and equipment in accounts payable |
15,944
|
11,718
|
Right-of-use assets obtained in exchange for operating lease obligation |
$ 452
|
$ 2,945
|
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v3.24.2.u1
Nature of operations
|
6 Months Ended |
Jun. 30, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Nature of operations |
Nature of operations AbCellera Biologics Inc.’s (the “Company”) mission is to bring better antibody drugs to patients faster, solve long-standing problems, and transform how antibody drugs are discovered. The Company aims to bring antibody therapeutics from target to clinic by combining expertise, technologies, and infrastructure to build an engine for antibody drug discovery and development. The Company uses the engine to both work with partners to build a large and diversified portfolio of royalty (and equivalent) stakes in future antibody drugs and to develop its own pipeline of future antibody drugs. The Company partners with companies of all sizes - from innovative biotechnology companies to leading pharmaceutical companies - propelling programs to the clinic, together.
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v3.24.2.u1
Basis of presentation
|
6 Months Ended |
Jun. 30, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of presentation |
Basis of presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2023. These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2023 and 2024 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2023. All amounts expressed in these condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.
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v3.24.2.u1
Significant accounting policies
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Significant accounting policies |
Significant accounting policies Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and contingent consideration payable, and the estimates of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates. Recent accounting pronouncements not yet adopted The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or no material impact is expected in the condensed consolidated financial statements as a result of future adoption.
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v3.24.2.u1
Net loss per share
|
6 Months Ended |
Jun. 30, 2024 |
Earnings Per Share [Abstract] |
|
Net loss per share |
Net loss per share Basic and diluted net loss per share was calculated as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, | | | 2023 | | 2024 | | 2023 | | 2024 | Basic and diluted loss per share | | | | | | | | | Net loss | | $ | (30,528) | | | $ | (36,930) | | | $ | (70,638) | | | $ | (77,540) | | Weighted-average common shares outstanding | | 288,905,587 | | 294,217,013 | | 288,357,081 | | 293,467,753 | Net loss per share - basic and diluted | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2023 and June 30, 2024 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three and six months ended June 30, 2023 and June 30, 2024 used to calculate both basic and diluted net loss per share is the same. The Company excluded 50,707,389 and 50,775,907 potential common shares for the three and six months ended June 30, 2023, and 58,545,821 and 58,804,118 potential common shares for the three and six months ended June 30, 2024, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.
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v3.24.2.u1
Property and equipment, net
|
6 Months Ended |
Jun. 30, 2024 |
Property, Plant and Equipment [Abstract] |
|
Property and equipment, net |
Property and equipment, net Property and equipment, net consisted of the following: | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Computers | | $ | 3,517 | | | $ | 3,757 | | Land | | 53,405 | | | 53,405 | | Building | | 43,947 | | | 63,126 | | Laboratory equipment | | 70,350 | | | 76,136 | | Leasehold improvements | | 73,944 | | | 88,411 | | Operating lease right-of-use assets | | 73,141 | | | 70,156 | | Property and equipment | | 318,304 | | | 354,991 | | Less: accumulated depreciation | | (30,608) | | | (36,109) | | Property and equipment, net | | $ | 287,696 | | | $ | 318,882 | |
As of December 31, 2023 and June 30, 2024, property and equipment includes leasehold improvements and construction in progress in the amount of $91.0 million and $108.2 million, respectively, and construction deposits of $13.7 million and $13.0 million, respectively, that have not commenced depreciation. Depreciation expense on property and equipment for the three and six months ended June 30, 2023 was $3.0 million and $5.8 million, respectively, and $3.4 million and $6.6 million for the three and six months ended June 30, 2024, respectively.
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v3.24.2.u1
Intangible assets
|
6 Months Ended |
Jun. 30, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Intangible assets |
Intangible assets Intangible assets consisted of the following: | | | | | | | | | | | | | | | | | | | June 30, 2024 | | Gross carrying amount | | Accumulated amortization | | Net book value | License | $ | 38,433 | | | $ | 28,307 | | | $ | 10,126 | | Technology | 52,700 | | | 9,175 | | | 43,525 | | IPR&D | 32,010 | | | – | | | 32,010 | | | $ | 123,143 | | | $ | 37,482 | | | $ | 85,661 | |
In the quarter ended June 30, 2024, the Company recorded a full impairment charge of the carrying value of $32.0 million (or $23.2 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics. The impairment was a result of the Company's ongoing internal program portfolio prioritization and is reflected within Depreciation, amortization, and impairment expense. Details of a corresponding impact to contingent consideration associated with the same acquisition are disclosed in Note 11. Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended June 30: | | | | | | | Amortization Expense | 2025 | $ | 4,297 | | 2026 | 4,297 | | 2027 | 4,297 | | 2028 | 4,297 | | 2029 | 4,297 | | | $ | 21,485 | |
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v3.24.2.u1
Investments in equity accounted investees, and other long-term assets
|
6 Months Ended |
Jun. 30, 2024 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Investments in equity accounted investees, and other long-term assets |
Investments in equity accounted investees, and other long-term assets The Company has entered into two separate 50% joint ventures, Dayhu JV and Beedie JV, as part of the construction of future office and laboratory headquarters. The Company recorded immaterial amounts of proportionate income or loss with respect to either venture in the three and six months ended June 30, 2023 and 2024.
Dayhu JV
As of December 31, 2023 and June 30, 2024, the equity investment balance was $42.1 million and $42.2 million, respectively. Substantially all the assets in the Dayhu JV are comprised of property and equipment. As of December 31, 2023 and June 30, 2024, the Company recorded a right-of-use asset of $49.1 million and $48.4 million, respectively, and an operating lease liability of $50.4 million and $48.3 million, respectively, associated with an office lease with the Dayhu JV. In the three and six months ended June 30, 2023, the Company incurred lease expense of $1.3 million and $2.6 million, respectively, and $1.3 million and $2.7 million in the three and six months ended June 30, 2024, respectively, to the Dayhu JV included within operating expenses.
At December 31, 2023 and June 30, 2024, the Company had a loan receivable balance of CAD $45.9 million ($34.7 million) and CAD $46.2 million ($33.6 million), respectively, directly with our JV partner, Dayhu, included in other long-term assets. Beedie JV As of December 31, 2023 and June 30, 2024, the equity investment balance was $23.8 million and $33.9 million, respectively, of which substantially all the assets in the Beedie JV is comprised of property and equipment. At December 31, 2023 and June 30, 2024, the Company had a loan receivable balance of CAD $18.4 million ($13.9 million) and CAD $30.6 million ($22.4 million), respectively, directly with our JV partner, Beedie, which relates to the land and construction loan and is included in other long-term assets.
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v3.24.2.u1
Other current assets and liabilities
|
6 Months Ended |
Jun. 30, 2024 |
Payables and Accruals [Abstract] |
|
Other current assets and liabilities |
Other current assets and liabilities Other current assets | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Taxes receivable | | $ | 33,792 | | | $ | 31,560 | | Prepaid expenses and other | | 22,018 | | | 8,495 | | Total other current assets | | $ | 55,810 | | | $ | 40,055 | |
Current accounts payable and other current liabilities | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Accounts payable and accrued liabilities | | $ | 28,603 | | | $ | 26,585 | | Current portion of operating lease liability | | 6,158 | | | 5,603 | | Payroll liabilities | | 7,707 | | | 4,357 | | Current portion of deferred government contribution | | 7,112 | | | 7,407 | | Total accounts payable and other current liabilities | | $ | 49,580 | | | $ | 43,952 | |
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v3.24.2.u1
Shareholders’ equity
|
6 Months Ended |
Jun. 30, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
Shareholders' equity |
Shareholders’ equity The following table summarizes the Company’s stock option activity under the Pre-IPO Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Exercise Price | Outstanding as of December 31, 2023 | 30,647,575 | | $ | 0.94 | | Granted | – | | – | Exercised | (3,070,773) | | 0.46 | | Forfeited | – | | – | Outstanding as of June 30, 2024 | 27,576,802 | | $ | 0.99 | | Options exercisable as of June 30, 2024 | 25,329,480 | | $ | 0.92 | |
The following table summarizes the Company’s stock option activity under the 2020 Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Exercise Price | Outstanding as of December 31, 2023 | 13,992,304 | | $ | 13.82 | | Granted | 10,709,925 | | 5.24 | | Exercised | – | | – | Forfeited | (762,701) | | 12.39 | | Outstanding as of June 30, 2024 | 23,939,528 | | $ | 10.03 | | Options exercisable as of June 30, 2024 | 6,970,478 | | $ | 15.33 | |
The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Grant Date Fair Value | Outstanding as of December 31, 2023 | 4,075,590 | | $ | 11.61 | | Granted | 4,000,037 | | 5.33 | | Vested and settled | (769,789) | | 12.70 | | Forfeited | (276,347) | | 8.88 | | Outstanding as of June 30, 2024 | 7,029,491 | | $ | 8.03 | |
As of June 30, 2024, the number of shares available for issuance under the 2020 Plan was 33,815,931, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020. Stock-based compensation: Stock-based compensation expense was classified in the condensed consolidated statements of loss and comprehensive loss as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, | | 2023 | | 2024 | | 2023 | | 2024 | Research and development | $ | 8,078 | | | $ | 8,354 | | | $ | 15,574 | | | $ | 16,578 | | Sales and marketing | 1,329 | | | 1,497 | | | 2,600 | | | 2,928 | | General and administrative | 6,992 | | | 7,931 | | | 13,699 | | | 15,685 | | | $ | 16,399 | | | $ | 17,782 | | | $ | 31,873 | | | $ | 35,191 | |
|
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- DefinitionThe entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP).
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v3.24.2.u1
Revenue
|
6 Months Ended |
Jun. 30, 2024 |
Revenue from Contract with Customer [Abstract] |
|
Revenue |
Revenue The disaggregated revenue categories are presented on the face of the condensed consolidated statements of loss and comprehensive loss. Deferred revenue outstanding in each respective period is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2022 | | June 30, 2023 | | December 31, 2023 | | June 30, 2024 | Deferred revenue | $ | 41,128 | | | $ | 36,258 | | | $ | 27,153 | | | $ | 14,371 | |
During the three and six months ended June 30, 2023, the Company recognized $4.0 million and $8.1 million, respectively, and $4.4 million and $13.0 million, respectively, in the three and six months ended June 30, 2024, of revenue that had been included in deferred revenue as of December 31, 2022 and December 31, 2023.
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- DefinitionThe 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.
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v3.24.2.u1
Financial instruments
|
6 Months Ended |
Jun. 30, 2024 |
Investments, All Other Investments [Abstract] |
|
Financial instruments |
Financial instruments Fair Value Measurements The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, loans receivable, accounts payable and other liabilities, and contingent consideration payable. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other liabilities, and loans receivable approximate their fair values, and are primarily classified as Level 2. At June 30, 2024, the Company also held non-marketable securities included in other long term assets of $32.3 million (December 31, 2023 - $32.3 million). These non-marketable securities are measured at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Contingent Consideration Contingent consideration related to business acquisitions is recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and are therefore categorized as Level 3 inputs. There were no changes to the valuation technique and inputs used in these fair value measurements since acquisition. The following table presents the changes in fair value of the liability for contingent consideration: | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period | Trianni (i) | $ | 19,653 | | | $ | 374 | | | $ | 20,027 | | TetraGenetics (ii) | $ | 36,841 | | | $ | (32,400) | | | $ | 4,441 | |
| | | | | | | | | | | | | | | | | | Six Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period | Trianni (i) | $ | 18,697 | | | $ | 1,330 | | | $ | 20,027 | | TetraGenetics (ii) | $ | 36,691 | | | $ | (32,250) | | | $ | 4,441 | |
i)The estimated fair value of the earn-out payments relates to a specific customer license and the fair value was determined by estimating the payout of the expected future net cash flows associated to the specific customer license during the earn-out period. The significant assumptions inherent in the development of the value include the amount and timing of projected future net revenues received by us from the specific customer license, and the discount rate selected to measure the risks inherent in the future cash flows, which was approximately 22%. ii)The estimated fair value of potential future successful milestone payouts was determined by estimating the expected future cash flows associated with the potential milestone events. The significant assumptions include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success, discounted at 12.8%, the rate that measures the risks inherent in the future cash flows. At June 30, 2024, the fair value of the contingent consideration was adjusted to reflect the expected value of the Company's ongoing internal program portfolio prioritization, resulting in a reduction of $32.4 million recognized as a non-cash fair value gain through other income. In-Process Research and Development Assets As discussed in Note 6, the estimated fair values in support of the full impairment charge were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on a probability-adjusted present value of the future estimated after-tax cash flows attributable to the intangible assets. The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include a probability-adjusted success rate of its continued development through to clinical trials, future revenue, operating and development costs, milestone and regulatory success, obsolescence, and profitability. A de-risked discount rate of 12.8% was used to present value the probability of success risk adjusted after-tax cash flows attributable to the IPR&D. Marketable Securities As part of the Company’s cash management strategy, the Company holds high credit quality marketable securities that are available to support the Company’s current operations. As of June 30, 2024, our marketable securities were rated A- or higher (or its equivalent) by at least two of the major rating agencies with a weighted average life of approximately 0.6 years. Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1, Level 2 and Level 3 during the period. The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value Measurements at June 30, 2024: | | Level 1 | | Level 2 | | Level 3 | | Total | Marketable securities | | | | | | | | U.S. government agencies | $ | 72,434 | | | $ | – | | | $ | – | | | $ | 72,434 | | Certificate of deposit | – | | | 166,217 | | | $ | – | | | 166,217 | | Commercial paper | – | | | 71,896 | | | $ | – | | | 71,896 | | Corporate bonds | – | | | 112,836 | | | $ | – | | | 112,836 | | Asset backed securities | – | | | 98,661 | | | $ | – | | | 98,661 | | | $ | 72,434 | | | $ | 449,610 | | | $ | – | | | $ | 522,044 | |
|
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- DefinitionThe entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures.
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v3.24.2.u1
Commitments and contingencies
|
6 Months Ended |
Jun. 30, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and contingencies |
Commitments and contingencies From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred. The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include investments in collaborative arrangements, 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 may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. No amounts were expensed during the three and six months ended June 30, 2023 or June 30, 2024.
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v3.24.2.u1
Government Contributions
|
6 Months Ended |
Jun. 30, 2024 |
Government Assistance [Abstract] |
|
Government contributions |
Government contributions Government Contribution 1 In May of 2020, the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Innovation Fund (SIF) for a total of CAD $175.6 million ($125.6 million), collectively "Government Contribution 1" which is intended to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapeutics against future pandemic threats. From inception to June 30, 2024, the Company incurred $122.7 million in expenditures in respect of the Canadian government's Strategic Innovation Fund (SIF), of which $46.1 million and $76.7 million relate to phase 1 and 2, respectively as defined in the agreement. Spending under phase 1 of the agreement and such amounts are non-repayable, while repayment on phase 2 of the funding is conditional on achieving certain revenue thresholds over a specified period of time as prescribed in the agreement. As of June 30, 2024, no amounts have been accrued related to the repayment terms. Government Contribution 2 In May of 2023, the Company entered into multi-year contribution agreements with the Government of Canada and the Government of British Columbia for a total of CAD $300.0 million ($222.3 million), collectively "Government Contribution 2." These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research. The Government of Canada has committed up to CAD $225.0 million ($166.7 million) of which CAD $56.2 million ($41.6 million) is non-repayable, CAD $78.8 million ($58.4 million) is repayable and CAD $90.0 million ($66.7 million) is conditionally repayable. Both the repayable and conditionally repayable amounts are repayable starting in 2033. The repayable funding is payable over fifteen years and the conditionally repayable portion repaid is based on a computed percentage rate of the Company’s revenue over a period of up to fifteen years, at a factor of up to 1.4 times the original conditionally repayable grant. The agreement will expire on the later of April 30, 2047, or the date of the last repayment, unless earlier terminated. From inception to June 30, 2024, the Company has recorded CAD 46.0 million ($34.1 million) in respect of the funding. The Government of British Columbia has committed up to CAD $75.0 million ($55.6 million) which includes partial reimbursement of certain eligible expenditures up to CAD $37.5 million ($27.8 million) towards eligible infrastructure investments paid over five years; and a CAD $37.5 million ($27.8 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in British Columbia. Up to a maximum of CAD $64.0 million ($48.0 million) may become payable starting in 2032, over up to fifteen years, conditional to the Company achieving revenue exceeding a given threshold. The agreement will expire on the earlier of 2047, or the date of the last payment, unless earlier terminated, as prescribed in the agreement. From inception to June 30, 2024, the Company has recorded CAD $31.0 million ($23.0 million) in respect of the funding commitment.
Impact to Consolidated Financial Statements
The Company recognized the following on the consolidated balance sheets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2024 | | | | | Deferred Government Contribution | | | Accounts Receivable | | Government Grant1 | | Total | | | | Non-repayable | Conditionally Repayable2 | Repayable | | | Government Contribution 1 | | $ | 13,872 | | | $ | 7,524 | | $ | 69,414 | | $ | – | | | $ | 76,938 | | Government Contribution 2 (Canada) | | 12,497 | | | 5,773 | | – | | 25,229 | | | 31,002 | | Government Contribution 2 (British Columbia) | | 18,080 | | | – | | 22,666 | | – | | | 22,666 | | Other Government Grants | | – | | | 987 | | – | | – | | | 987 | | June 30, 2024 | | $ | 44,449 | | | $ | 14,284 | | $ | 92,080 | | $ | 25,229 | | | $ | 131,593 | | December 31, 2023 | | $ | 36,051 | | | $ | 14,811 | | $ | 71,796 | | $ | 16,420 | | | $ | 103,027 | | | | | | | | | | | June 30, 2024 | | | | | | | | | Current | | $ | 31,632 | | | $ | 4,213 | | $ | 3,194 | | $ | – | | | $ | 7,407 | | Long-term | | $ | 12,817 | | | $ | 10,071 | | $ | 88,886 | | $ | 25,229 | | | $ | 124,186 | |
1 Government Contributions are amortized into other income over the weighted average life of approximately 8 years. 2 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.
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v3.24.2.u1
Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Pay vs Performance Disclosure |
|
|
|
|
|
|
Net loss |
$ (36,930)
|
$ (40,610)
|
$ (30,528)
|
$ (40,110)
|
$ (77,540)
|
$ (70,638)
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v3.24.2.u1
Significant accounting policies (Policies)
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Basis of presentation |
Basis of presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2023. These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2023 and 2024 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2023. All amounts expressed in these condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.
|
Use of estimates |
Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and contingent consideration payable, and the estimates of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates.
|
Recent accounting pronouncements not yet adopted |
Recent accounting pronouncements not yet adopted The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or no material impact is expected in the condensed consolidated financial statements as a result of future adoption.
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v3.24.2.u1
Net earnings (loss) per share (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Earnings Per Share [Abstract] |
|
Schedule of Basic and Diluted Net Loss Per Share |
Basic and diluted net loss per share was calculated as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, | | | 2023 | | 2024 | | 2023 | | 2024 | Basic and diluted loss per share | | | | | | | | | Net loss | | $ | (30,528) | | | $ | (36,930) | | | $ | (70,638) | | | $ | (77,540) | | Weighted-average common shares outstanding | | 288,905,587 | | 294,217,013 | | 288,357,081 | | 293,467,753 | Net loss per share - basic and diluted | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.24) | | | $ | (0.26) | |
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v3.24.2.u1
Property and equipment, net (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Property, Plant and Equipment [Abstract] |
|
Schedule of Property and Equipment, Net |
Property and equipment, net consisted of the following: | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Computers | | $ | 3,517 | | | $ | 3,757 | | Land | | 53,405 | | | 53,405 | | Building | | 43,947 | | | 63,126 | | Laboratory equipment | | 70,350 | | | 76,136 | | Leasehold improvements | | 73,944 | | | 88,411 | | Operating lease right-of-use assets | | 73,141 | | | 70,156 | | Property and equipment | | 318,304 | | | 354,991 | | Less: accumulated depreciation | | (30,608) | | | (36,109) | | Property and equipment, net | | $ | 287,696 | | | $ | 318,882 | |
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v3.24.2.u1
Intangible assets (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Schedule of Intangible Assets |
Intangible assets consisted of the following: | | | | | | | | | | | | | | | | | | | June 30, 2024 | | Gross carrying amount | | Accumulated amortization | | Net book value | License | $ | 38,433 | | | $ | 28,307 | | | $ | 10,126 | | Technology | 52,700 | | | 9,175 | | | 43,525 | | IPR&D | 32,010 | | | – | | | 32,010 | | | $ | 123,143 | | | $ | 37,482 | | | $ | 85,661 | |
|
Schedule of Estimated Amortization Expense on Intangible Assets |
Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended June 30: | | | | | | | Amortization Expense | 2025 | $ | 4,297 | | 2026 | 4,297 | | 2027 | 4,297 | | 2028 | 4,297 | | 2029 | 4,297 | | | $ | 21,485 | |
|
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v3.24.2.u1
Other current assets and liabilities (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Payables and Accruals [Abstract] |
|
Schedule of Other Current Assets |
Other current assets | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Taxes receivable | | $ | 33,792 | | | $ | 31,560 | | Prepaid expenses and other | | 22,018 | | | 8,495 | | Total other current assets | | $ | 55,810 | | | $ | 40,055 | |
|
Schedule of Accounts Payable and Other Current Liabilities |
Current accounts payable and other current liabilities | | | | | | | | | | | | | | | | | December 31, 2023 | | June 30, 2024 | Accounts payable and accrued liabilities | | $ | 28,603 | | | $ | 26,585 | | Current portion of operating lease liability | | 6,158 | | | 5,603 | | Payroll liabilities | | 7,707 | | | 4,357 | | Current portion of deferred government contribution | | 7,112 | | | 7,407 | | Total accounts payable and other current liabilities | | $ | 49,580 | | | $ | 43,952 | |
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v3.24.2.u1
Shareholders’ equity (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
Schedule of Stock Option Activity |
The following table summarizes the Company’s stock option activity under the Pre-IPO Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Exercise Price | Outstanding as of December 31, 2023 | 30,647,575 | | $ | 0.94 | | Granted | – | | – | Exercised | (3,070,773) | | 0.46 | | Forfeited | – | | – | Outstanding as of June 30, 2024 | 27,576,802 | | $ | 0.99 | | Options exercisable as of June 30, 2024 | 25,329,480 | | $ | 0.92 | |
The following table summarizes the Company’s stock option activity under the 2020 Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Exercise Price | Outstanding as of December 31, 2023 | 13,992,304 | | $ | 13.82 | | Granted | 10,709,925 | | 5.24 | | Exercised | – | | – | Forfeited | (762,701) | | 12.39 | | Outstanding as of June 30, 2024 | 23,939,528 | | $ | 10.03 | | Options exercisable as of June 30, 2024 | 6,970,478 | | $ | 15.33 | |
|
Schedule of Restricted Share Units Activity |
The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2023: | | | | | | | | | | | | | Number of Shares | | Weighted- Average Grant Date Fair Value | Outstanding as of December 31, 2023 | 4,075,590 | | $ | 11.61 | | Granted | 4,000,037 | | 5.33 | | Vested and settled | (769,789) | | 12.70 | | Forfeited | (276,347) | | 8.88 | | Outstanding as of June 30, 2024 | 7,029,491 | | $ | 8.03 | |
|
Schedule of Stock-Based Compensation Expense |
Stock-based compensation expense was classified in the condensed consolidated statements of loss and comprehensive loss as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, | | 2023 | | 2024 | | 2023 | | 2024 | Research and development | $ | 8,078 | | | $ | 8,354 | | | $ | 15,574 | | | $ | 16,578 | | Sales and marketing | 1,329 | | | 1,497 | | | 2,600 | | | 2,928 | | General and administrative | 6,992 | | | 7,931 | | | 13,699 | | | 15,685 | | | $ | 16,399 | | | $ | 17,782 | | | $ | 31,873 | | | $ | 35,191 | |
|
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X |
- DefinitionTabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.
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v3.24.2.u1
Financial instruments (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Investments, All Other Investments [Abstract] |
|
Schedule of Changes in Fair Value of Liability for Contingent Consideration |
The following table presents the changes in fair value of the liability for contingent consideration: | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period | Trianni (i) | $ | 19,653 | | | $ | 374 | | | $ | 20,027 | | TetraGenetics (ii) | $ | 36,841 | | | $ | (32,400) | | | $ | 4,441 | |
| | | | | | | | | | | | | | | | | | Six Months Ended June 30, 2024 | Liability at beginning of the period | | Increase (decrease) in fair value of liability for contingent consideration | | Liability at end of the period | Trianni (i) | $ | 18,697 | | | $ | 1,330 | | | $ | 20,027 | | TetraGenetics (ii) | $ | 36,691 | | | $ | (32,250) | | | $ | 4,441 | |
i)The estimated fair value of the earn-out payments relates to a specific customer license and the fair value was determined by estimating the payout of the expected future net cash flows associated to the specific customer license during the earn-out period. The significant assumptions inherent in the development of the value include the amount and timing of projected future net revenues received by us from the specific customer license, and the discount rate selected to measure the risks inherent in the future cash flows, which was approximately 22%. ii)The estimated fair value of potential future successful milestone payouts was determined by estimating the expected future cash flows associated with the potential milestone events. The significant assumptions include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success, discounted at 12.8%, the rate that measures the risks inherent in the future cash flows. At June 30, 2024, the fair value of the contingent consideration was adjusted to reflect the expected value of the Company's ongoing internal program portfolio prioritization, resulting in a reduction of $32.4 million recognized as a non-cash fair value gain through other income.
|
Schedule of Financial Assets Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value Measurements at June 30, 2024: | | Level 1 | | Level 2 | | Level 3 | | Total | Marketable securities | | | | | | | | U.S. government agencies | $ | 72,434 | | | $ | – | | | $ | – | | | $ | 72,434 | | Certificate of deposit | – | | | 166,217 | | | $ | – | | | 166,217 | | Commercial paper | – | | | 71,896 | | | $ | – | | | 71,896 | | Corporate bonds | – | | | 112,836 | | | $ | – | | | 112,836 | | Asset backed securities | – | | | 98,661 | | | $ | – | | | 98,661 | | | $ | 72,434 | | | $ | 449,610 | | | $ | – | | | $ | 522,044 | |
|
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v3.24.2.u1
Government contributions (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Government Assistance [Abstract] |
|
Schedule of Government Assistance |
The Company recognized the following on the consolidated balance sheets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2024 | | | | | Deferred Government Contribution | | | Accounts Receivable | | Government Grant1 | | Total | | | | Non-repayable | Conditionally Repayable2 | Repayable | | | Government Contribution 1 | | $ | 13,872 | | | $ | 7,524 | | $ | 69,414 | | $ | – | | | $ | 76,938 | | Government Contribution 2 (Canada) | | 12,497 | | | 5,773 | | – | | 25,229 | | | 31,002 | | Government Contribution 2 (British Columbia) | | 18,080 | | | – | | 22,666 | | – | | | 22,666 | | Other Government Grants | | – | | | 987 | | – | | – | | | 987 | | June 30, 2024 | | $ | 44,449 | | | $ | 14,284 | | $ | 92,080 | | $ | 25,229 | | | $ | 131,593 | | December 31, 2023 | | $ | 36,051 | | | $ | 14,811 | | $ | 71,796 | | $ | 16,420 | | | $ | 103,027 | | | | | | | | | | | June 30, 2024 | | | | | | | | | Current | | $ | 31,632 | | | $ | 4,213 | | $ | 3,194 | | $ | – | | | $ | 7,407 | | Long-term | | $ | 12,817 | | | $ | 10,071 | | $ | 88,886 | | $ | 25,229 | | | $ | 124,186 | |
1 Government Contributions are amortized into other income over the weighted average life of approximately 8 years. 2 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.
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v3.24.2.u1
Net loss per share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Basic and diluted loss per share |
|
|
|
|
Net loss |
$ (36,930)
|
$ (30,528)
|
$ (77,540)
|
$ (70,638)
|
Net loss |
$ (36,930)
|
$ (30,528)
|
$ (77,540)
|
$ (70,638)
|
Weighted-average common shares outstanding (in shares) |
294,217,013
|
288,905,587
|
293,467,753
|
288,357,081
|
Weighted-average common shares outstanding (in shares) |
294,217,013
|
288,905,587
|
293,467,753
|
288,357,081
|
Net loss per share - basic (USD per share) |
$ (0.13)
|
$ (0.11)
|
$ (0.26)
|
$ (0.24)
|
Net loss per share - diluted (USD per share) |
$ (0.13)
|
$ (0.11)
|
$ (0.26)
|
$ (0.24)
|
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|
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Earnings Per Share [Abstract] |
|
|
|
|
Total potential common shares excluded |
58,545,821
|
50,707,389
|
58,804,118
|
50,775,907
|
X |
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v3.24.2.u1
Property and equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Property Plant And Equipment [Line Items] |
|
|
Operating lease right-of-use assets |
$ 70,156
|
$ 73,141
|
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] |
Property and equipment, net
|
Property and equipment, net
|
Property and equipment |
$ 354,991
|
$ 318,304
|
Less: accumulated depreciation |
(36,109)
|
(30,608)
|
Property and equipment, net |
318,882
|
287,696
|
Computers |
|
|
Property Plant And Equipment [Line Items] |
|
|
Property and equipment, gross |
3,757
|
3,517
|
Land |
|
|
Property Plant And Equipment [Line Items] |
|
|
Property and equipment, gross |
53,405
|
53,405
|
Building |
|
|
Property Plant And Equipment [Line Items] |
|
|
Property and equipment, gross |
63,126
|
43,947
|
Laboratory equipment |
|
|
Property Plant And Equipment [Line Items] |
|
|
Property and equipment, gross |
76,136
|
70,350
|
Leasehold improvements |
|
|
Property Plant And Equipment [Line Items] |
|
|
Property and equipment, gross |
$ 88,411
|
$ 73,944
|
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3 Months Ended |
6 Months Ended |
|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
|
|
|
|
Leasehold improvements include tenant improvements |
$ 108,200
|
|
$ 108,200
|
|
$ 91,000
|
Construction in progress |
13,000
|
|
13,000
|
|
$ 13,700
|
Depreciation expense on property and equipment |
$ 3,400
|
$ 3,000
|
$ 6,603
|
$ 5,810
|
|
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v3.24.2.u1
Intangible assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
$ 123,143
|
|
Accumulated amortization |
37,482
|
|
Net book value |
85,661
|
$ 120,425
|
License |
|
|
Finite Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
38,433
|
|
Accumulated amortization |
28,307
|
|
Net book value |
10,126
|
|
Technology |
|
|
Finite Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
52,700
|
|
Accumulated amortization |
9,175
|
|
Net book value |
43,525
|
|
IPR&D |
|
|
Finite Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
32,010
|
|
Accumulated amortization |
0
|
|
Net book value |
$ 32,010
|
|
X |
- DefinitionAccumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
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Investments in equity accounted investees, and other long-term assets - Additional Information (Details) $ in Thousands, $ in Millions |
3 Months Ended |
6 Months Ended |
|
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2023
USD ($)
|
Jun. 30, 2024
USD ($)
jointVenture
|
Jun. 30, 2023
USD ($)
|
Jun. 30, 2024
CAD ($)
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2023
CAD ($)
|
Schedule Of Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Number of joint ventures | jointVenture |
|
|
2
|
|
|
|
|
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] |
Property and equipment, net
|
|
Property and equipment, net
|
|
Property and equipment, net
|
Property and equipment, net
|
Property and equipment, net
|
Operating lease right-of-use assets |
$ 70,156
|
|
$ 70,156
|
|
|
$ 73,141
|
|
Dayhu JV |
|
|
|
|
|
|
|
Schedule Of Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Equity method investments, ownership percent |
50.00%
|
|
50.00%
|
|
50.00%
|
|
|
Equity investment balance, contributions made in joint venture |
$ 42,200
|
|
$ 42,200
|
|
|
$ 42,100
|
|
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] |
Property and equipment, net
|
|
Property and equipment, net
|
|
Property and equipment, net
|
Property and equipment, net
|
Property and equipment, net
|
Operating lease right-of-use assets |
$ 48,400
|
|
$ 48,400
|
|
|
$ 49,100
|
|
Lease liability |
48,300
|
|
48,300
|
|
|
50,400
|
|
Lease expense |
1,300
|
$ 1,300
|
2,700
|
$ 2,600
|
|
|
|
Dayhu JV | Daylu JV Loan |
|
|
|
|
|
|
|
Schedule Of Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Equity method investment, outstanding related party loan |
$ 33,600
|
|
$ 33,600
|
|
$ 46.2
|
34,700
|
$ 45.9
|
Beedie JV |
|
|
|
|
|
|
|
Schedule Of Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Equity method investments, ownership percent |
50.00%
|
|
50.00%
|
|
50.00%
|
|
|
Equity investment balance, contributions made in joint venture |
$ 33,900
|
|
$ 33,900
|
|
|
23,800
|
|
Beedie JV | Maximum |
|
|
|
|
|
|
|
Schedule Of Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Loan receivable |
$ 22,400
|
|
$ 22,400
|
|
$ 30.6
|
$ 13,900
|
$ 18.4
|
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Other current assets and liabilities - Schedule of Accounts Payable and Other Current Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Payables and Accruals [Abstract] |
|
|
Accounts payable and accrued liabilities |
$ 26,585
|
$ 28,603
|
Current portion of operating lease liability |
$ 5,603
|
$ 6,158
|
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] |
Total accounts payable and other current liabilities
|
Total accounts payable and other current liabilities
|
Payroll liabilities |
$ 4,357
|
$ 7,707
|
Current portion of deferred government contribution |
7,407
|
7,112
|
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$ 43,952
|
$ 49,580
|
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v3.24.2.u1
Shareholders’ equity - Schedule of Stock Option Activity (Details)
|
6 Months Ended |
Jun. 30, 2024
$ / shares
shares
|
Pre-IPO Plan |
|
Number of Shares |
|
Outstanding, beginning balance (in shares) | shares |
30,647,575
|
Granted (in shares) | shares |
0
|
Exercised (in shares) | shares |
(3,070,773)
|
Forfeited (in shares) | shares |
0
|
Outstanding, ending balance (in shares) | shares |
27,576,802
|
Weighted- Average Exercise Price |
|
Weighted- Average Exercise Price, beginning balance (USD per share) | $ / shares |
$ 0.94
|
Weighted- Average Exercise Price, Granted (USD per share) | $ / shares |
0
|
Weighted- Average Exercise Price, Exercised (USD per share) | $ / shares |
0.46
|
Weighted- Average Exercise Price, Forfeited (USD per share) | $ / shares |
0
|
Weighted- Average Exercise Price, ending balance (USD per share) | $ / shares |
$ 0.99
|
Options exercisable (in shares) | shares |
25,329,480
|
Weighted- Average Exercise Price, options exercisable (USD per share) | $ / shares |
$ 0.92
|
2020 Share Option and Incentive Plan |
|
Number of Shares |
|
Outstanding, beginning balance (in shares) | shares |
13,992,304
|
Granted (in shares) | shares |
10,709,925
|
Exercised (in shares) | shares |
0
|
Forfeited (in shares) | shares |
(762,701)
|
Outstanding, ending balance (in shares) | shares |
23,939,528
|
Weighted- Average Exercise Price |
|
Weighted- Average Exercise Price, beginning balance (USD per share) | $ / shares |
$ 13.82
|
Weighted- Average Exercise Price, Granted (USD per share) | $ / shares |
5.24
|
Weighted- Average Exercise Price, Exercised (USD per share) | $ / shares |
0
|
Weighted- Average Exercise Price, Forfeited (USD per share) | $ / shares |
12.39
|
Weighted- Average Exercise Price, ending balance (USD per share) | $ / shares |
$ 10.03
|
Options exercisable (in shares) | shares |
6,970,478
|
Weighted- Average Exercise Price, options exercisable (USD per share) | $ / shares |
$ 15.33
|
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v3.24.2.u1
Shareholders’ equity - Schedule of Restricted Share Units Activity (Details) - 2020 Share Option and Incentive Plan - Restricted Share Units (RSUs)
|
6 Months Ended |
Jun. 30, 2024
$ / shares
shares
|
Number of Shares |
|
Outstanding, beginning balance (in shares) | shares |
4,075,590
|
Granted (in shares) | shares |
4,000,037
|
Vested and settled (in shares) | shares |
(769,789)
|
Forfeited (in shares) | shares |
(276,347)
|
Outstanding, ending balance (in shares) | shares |
7,029,491
|
Weighted- Average Grant Date Fair Value |
|
Weighted-Average Grant Date Fair Value, beginning balance (USD per share) | $ / shares |
$ 11.61
|
Weighted-Average Grant Date Fair Value, Granted (USD per share) | $ / shares |
5.33
|
Weighted-Average Grant Date Fair Value, Vested and settled (USD per share) | $ / shares |
12.70
|
Weighted-Average Grant Date Fair Value, Forfeited (USD per share) | $ / shares |
8.88
|
Weighted-Average Grant Date Fair Value, ending balance (USD per share) | $ / shares |
$ 8.03
|
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- DefinitionThe number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.
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Shareholders' equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] |
|
|
|
|
Stock-based compensation expense |
$ 17,782
|
$ 16,399
|
$ 35,191
|
$ 31,873
|
Research and development |
|
|
|
|
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] |
|
|
|
|
Stock-based compensation expense |
8,354
|
8,078
|
16,578
|
15,574
|
Sales and marketing |
|
|
|
|
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|
|
|
|
Stock-based compensation expense |
1,497
|
1,329
|
2,928
|
2,600
|
General and administrative |
|
|
|
|
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] |
|
|
|
|
Stock-based compensation expense |
$ 7,931
|
$ 6,992
|
$ 15,685
|
$ 13,699
|
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Financial instruments - Changes in Fair Value of Liability for Contingent Consideration (Details) $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
USD ($)
|
Trianni | Measurement Input, Discount Rate |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Business combination estimated to discount rate |
0.22
|
0.22
|
TetraGenetics |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Reduction of contingent consideration |
|
$ 32,400
|
TetraGenetics | Measurement Input, Discount Rate |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Discount rate |
0.128
|
0.128
|
TetraGenetics | Measurement Input, Discount Rate | IPR&D |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Business combination estimated to discount rate |
0.128
|
0.128
|
Contingent Consideration | Level 3 | Trianni |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Liability at beginning of the period |
$ 19,653
|
$ 18,697
|
Increase (decrease) in fair value of liability for contingent consideration |
374
|
1,330
|
Liability at end of the period |
20,027
|
20,027
|
Contingent Consideration | Level 3 | TetraGenetics |
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] |
|
|
Liability at beginning of the period |
36,841
|
36,691
|
Increase (decrease) in fair value of liability for contingent consideration |
(32,400)
|
(32,250)
|
Liability at end of the period |
$ 4,441
|
$ 4,441
|
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v3.24.2.u1
Financial Instruments - Schedule of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
$ 522,044
|
$ 627,265
|
Fair Value Measurements on Recurring Basis |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
522,044
|
|
Fair Value Measurements on Recurring Basis | U.S. government agencies |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
72,434
|
|
Fair Value Measurements on Recurring Basis | Certificate of deposit |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
166,217
|
|
Fair Value Measurements on Recurring Basis | Commercial paper |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
71,896
|
|
Fair Value Measurements on Recurring Basis | Corporate bonds |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
112,836
|
|
Fair Value Measurements on Recurring Basis | Asset backed securities |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
98,661
|
|
Level 1 | Fair Value Measurements on Recurring Basis |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
72,434
|
|
Level 1 | Fair Value Measurements on Recurring Basis | U.S. government agencies |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
72,434
|
|
Level 1 | Fair Value Measurements on Recurring Basis | Certificate of deposit |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 1 | Fair Value Measurements on Recurring Basis | Commercial paper |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 1 | Fair Value Measurements on Recurring Basis | Corporate bonds |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 1 | Fair Value Measurements on Recurring Basis | Asset backed securities |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 2 | Fair Value Measurements on Recurring Basis |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
449,610
|
|
Level 2 | Fair Value Measurements on Recurring Basis | U.S. government agencies |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 2 | Fair Value Measurements on Recurring Basis | Certificate of deposit |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
166,217
|
|
Level 2 | Fair Value Measurements on Recurring Basis | Commercial paper |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
71,896
|
|
Level 2 | Fair Value Measurements on Recurring Basis | Corporate bonds |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
112,836
|
|
Level 2 | Fair Value Measurements on Recurring Basis | Asset backed securities |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
98,661
|
|
Level 3 | Fair Value Measurements on Recurring Basis |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 3 | Fair Value Measurements on Recurring Basis | U.S. government agencies |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 3 | Fair Value Measurements on Recurring Basis | Certificate of deposit |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 3 | Fair Value Measurements on Recurring Basis | Commercial paper |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 3 | Fair Value Measurements on Recurring Basis | Corporate bonds |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
0
|
|
Level 3 | Fair Value Measurements on Recurring Basis | Asset backed securities |
|
|
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] |
|
|
Marketable securities |
$ 0
|
|
X |
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v3.24.2.u1
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Government contributions - Additional Information (Details) $ in Millions, $ in Millions |
1 Months Ended |
2 Months Ended |
6 Months Ended |
|
|
|
May 31, 2023
CAD ($)
|
Jun. 30, 2024
CAD ($)
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
USD ($)
|
May 31, 2023
USD ($)
|
May 31, 2020
CAD ($)
|
May 31, 2020
USD ($)
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Transaction duration |
|
|
|
8 years
|
|
|
|
|
Government Contribution 1 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
|
|
|
|
|
|
$ 175.6
|
$ 125.6
|
Expenditures incurred |
|
|
|
$ 122.7
|
|
|
|
|
Accrued liabilities, current |
|
|
|
|
$ 0.0
|
|
|
|
Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
$ 300.0
|
|
|
|
|
$ 222.3
|
|
|
CANADA | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
$ 225.0
|
|
|
|
|
166.7
|
|
|
Repayment period |
15 years
|
|
|
|
|
|
|
|
Conditional repayment period |
15 years
|
|
|
|
|
|
|
|
Government assistance, number of times repayable grant |
1.4
|
|
|
|
|
|
|
|
Government assistance revenue |
|
$ 46.0
|
$ 34.1
|
|
|
|
|
|
CANADA | Non-repayable | Government Contribution 1 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Expenditures incurred |
|
|
|
46.1
|
|
|
|
|
CANADA | Non-repayable | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
$ 56.2
|
|
|
|
|
41.6
|
|
|
CANADA | Repayable | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
78.8
|
|
|
|
|
58.4
|
|
|
CANADA | Conditionally Repayable | Government Contribution 1 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Expenditures incurred |
|
|
|
$ 76.7
|
|
|
|
|
CANADA | Conditionally Repayable | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
$ 90.0
|
|
|
|
|
$ 66.7
|
|
|
BRITISH COLUMBIA | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
|
75.0
|
|
|
55.6
|
|
|
|
Government assistance revenue |
|
31.0
|
$ 23.0
|
|
|
|
|
|
Government assistance, funding commitment, partial reimbursement expenditures |
|
37.5
|
|
|
27.8
|
|
|
|
Transaction duration |
|
|
|
5 years
|
|
|
|
|
Government assistance, funding commitment, conditional paid upon achievement of milestones |
|
37.5
|
|
|
27.8
|
|
|
|
BRITISH COLUMBIA | Conditionally Repayable | Government Contribution 2 |
|
|
|
|
|
|
|
|
Government Assistance [Line Items] |
|
|
|
|
|
|
|
|
Funding commitment received |
|
$ 64.0
|
|
|
$ 48.0
|
|
|
|
Repayment period |
|
|
|
15 years
|
|
|
|
|
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v3.24.2.u1
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6 Months Ended |
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Government Assistance [Line Items] |
|
|
Accounts Receivable |
$ 44,449
|
$ 36,051
|
Deferred Government Contribution |
131,593
|
103,027
|
Accounts Receivable, Current |
31,632
|
|
Deferred Government Contribution, Current |
7,407
|
|
Accounts Receivable, Long-Term |
12,817
|
|
Deferred Government Contribution, Long-term |
$ 124,186
|
95,915
|
Government Assistance Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag |
Government Contribution 1
|
|
Transaction duration |
8 years
|
|
Government Contribution 1 |
|
|
Government Assistance [Line Items] |
|
|
Accounts Receivable |
$ 13,872
|
|
Deferred Government Contribution |
76,938
|
|
Other Government Grants |
|
|
Government Assistance [Line Items] |
|
|
Accounts Receivable |
0
|
|
Deferred Government Contribution |
987
|
|
CANADA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Accounts Receivable |
12,497
|
|
Deferred Government Contribution |
31,002
|
|
BRITISH COLUMBIA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Accounts Receivable |
18,080
|
|
Deferred Government Contribution |
$ 22,666
|
|
Transaction duration |
5 years
|
|
Non-repayable |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
$ 14,284
|
14,811
|
Deferred Government Contribution, Current |
4,213
|
|
Deferred Government Contribution, Long-term |
10,071
|
|
Non-repayable | Government Contribution 1 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
7,524
|
|
Non-repayable | Other Government Grants |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
987
|
|
Non-repayable | CANADA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
5,773
|
|
Non-repayable | BRITISH COLUMBIA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
0
|
|
Conditionally Repayable |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
92,080
|
71,796
|
Deferred Government Contribution, Current |
3,194
|
|
Deferred Government Contribution, Long-term |
88,886
|
|
Conditionally Repayable | Government Contribution 1 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
69,414
|
|
Conditionally Repayable | Other Government Grants |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
0
|
|
Conditionally Repayable | CANADA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
0
|
|
Conditionally Repayable | BRITISH COLUMBIA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
22,666
|
|
Repayable |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
25,229
|
$ 16,420
|
Deferred Government Contribution, Current |
0
|
|
Deferred Government Contribution, Long-term |
25,229
|
|
Repayable | Government Contribution 1 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
0
|
|
Repayable | Other Government Grants |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
0
|
|
Repayable | CANADA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
25,229
|
|
Repayable | BRITISH COLUMBIA | Government Contribution 2 |
|
|
Government Assistance [Line Items] |
|
|
Deferred Government Contribution |
$ 0
|
|
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