Warrants

12 Months Ended

Dec. 31, 2023

Other Liabilities Disclosure [Abstract]

On May 2, 2022 all remaining warrants expired. No warrants were exercised or forfeited in the years ended December 31, 2023 and 2022.

In 2016, the Company issued 31,115,926 units to new and existing investors at the placing price of £1.4365 per unit. Each unit comprised one ordinary share and one warrant. The warrant holders could subscribe for 0.4 of an ordinary share at a per share exercise price of £1.7238 until May 2, 2022. The warrant holders could opt for a cashless exercise of their warrants, whereby the warrant holders could choose to exchange the warrants held for a reduced number of warrants exercisable at nil consideration. The reduced number of warrants was calculated based on a formula considering the share price and the exercise price of the warrants.

If, after a transaction, should the warrants be exercisable for unlisted securities, the warrant holders were able to demand a cash payment instead of the delivery of the underlying securities. Accordingly, the warrants were accounted for as a liability under ASC 480 “Distinguishing Liabilities from Equity”. The warrants were measured at fair value, classified as Level 3 in the fair value hierarchy, with movements recorded in other income/(expense) in the Consolidated Statements of Operations and Comprehensive Loss.

At December 31, 2021, 31,003,155 warrants remained outstanding and entitled the investors to subscribe for, in aggregate, a maximum of 12,401,262 ordinary shares.

The warrants had no intrinsic value as at December 31, 2021.

There have been no changes in valuation techniques or transfers between fair value measurement levels during the years ended December 31, 2023 and 2022. There has been no change in fair value between December 31, 2021, and May 2, 2022 (expiration). The warrants were valued using the Black-Scholes model and the table below presents the assumptions used:


	December 31,
	2022

Exercise price in pounds sterling	£	1.7238
Risk-free interest rate	0.07		%
Expected term to exercise	0.33
Annualized volatility	51.6		%
Dividend rate	—		%
Calculated value of the warrants, in thousands of U.S. dollars	$	—

The following table shows the movement of the value of the warrants (in thousands):


	December 31,
	2022
At January 1	$	2,246

Fair value adjustment	(2,246)


At December 31	$	—