Full Press Release Details
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AKARI THERAPEUTICS, PLC
Quarterly Report For The Period Ended June 30, 2022
Condensed Consolidated Financial Statements
| Page | ||
| Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 | 2 | |
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited) | 5 | |
| Notes to Condensed Consolidated Financial Statements Unaudited | 6-19 |
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2022 and December 31, 2021
(in U.S. dollars, except share data)
| June 30, | December 31, | |||||
| 2022 | 2021 | |||||
| (Unaudited) | ||||||
| Assets | ||||||
| Current Assets: | ||||||
| Cash | $ | 8,151,177 | $ | 9,361,270 | ||
| Prepaid expenses | 3,085,898 | 2,173,528 | ||||
| Other current assets | 115,172 | 90,301 | ||||
| Total Current Assets | 11,352,247 | 11,625,099 | ||||
| Patent acquisition costs, net | 18,844 | 22,929 | ||||
| Total Assets | $ | 11,371,091 | $ | 11,648,028 | ||
| Liabilities and Shareholders' Equity | ||||||
| Current Liabilities: | ||||||
| Accounts payable | 1,634,771 | 1,788,563 | ||||
| Accrued expenses | 1,410,540 | 3,184,883 | ||||
| Liability related to deposits received for share subscriptions | - | 1,120,000 | ||||
| Total Liabilities | $ | 3,045,311 | $ | 6,093,446 | ||
| Commitments and Contingencies | ||||||
| Shareholders' Equity: | ||||||
| Share capital of $ 0.0001 par value | ||||||
| Authorized: 15,000,000,000 ordinary shares; issued and outstanding : 5,934,917,123 and 4,759,731,923 at June 30, 2022 and December 31, 2021, respectively | 593,492 | 475,973 | ||||
| Additional paid-in capital | 166,721,455 | 153,130,813 | ||||
| Capital redemption reserve | 52,193,811 | 52,193,811 | ||||
| Accumulated other comprehensive loss | ( 621,557 ) | ( 540,967 ) | ||||
| Accumulated deficit | ( 210,561,421 ) | ( 199,705,048 ) | ||||
| Total Shareholders' Equity | 8,325,780 | 5,554,582 | ||||
| Total Liabilities and Shareholders' Equity | $ | 11,371,091 | $ | 11,648,028 |
See notes to condensed consolidated financial statements.
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - UNAUDITED
For the Three and Six Months Ended June 30, 2022 and June 30, 2021
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||
| Operating Expenses: | ||||||||||||
| Research and development expenses | $ | 2,851,108 | $ | 2,183,349 | $ | 4,990,715 | $ | 5,712,733 | ||||
| General and administrative expenses | 2,965,044 | 2,146,652 | 6,069,422 | 4,165,938 | ||||||||
| Total Operating Expenses | 5,816,152 | 4,330,001 | 11,060,137 | 9,878,671 | ||||||||
| Loss from Operations | ( 5,816,152 ) | ( 4,330,001 ) | ( 11,060,137 ) | ( 9,878,671 ) | ||||||||
| Other Income (Expense): | ||||||||||||
| Interest income | 3,955 | 1,515 | 8,317 | 5,250 | ||||||||
| Foreign currency exchange gains (losses) | 141,424 | ( 12,754 ) | 211,761 | ( 298,608 ) | ||||||||
| Other expenses | ( 9,205 ) | ( 5,095 ) | ( 16,314 ) | ( 12,807 ) | ||||||||
| Total Other Income (Expense) | 136,174 | ( 16,334 ) | 203,764 | ( 306,165 ) | ||||||||
| Net Loss | ( 5,679,978 ) | ( 4,346,335 ) | ( 10,856,373 ) | ( 10,184,836 ) | ||||||||
| Other Comprehensive (Loss) Income: | ||||||||||||
| Foreign Currency Translation Adjustment | ( 48,240 ) | ( 78,118 ) | ( 80,590 ) | 227,979 | ||||||||
| Comprehensive Loss | $ | ( 5,728,218 ) | $ | ( 4,424,453 ) | $ | ( 10,936,963 ) | $ | ( 9,956,857 ) | ||||
| Loss per ordinary share (basic and diluted) | $ | ( 0.00 ) | $ | ( 0.00 ) | $ | ( 0.00 ) | $ | ( 0.00 ) | ||||
| Weighted average ordinary shares (basic and diluted) | 5,934,917,123 | 3,847,352,386 | 5,648,226,680 | 3,874,631,250 |
See notes to condensed consolidated financial statements.
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED
As of and for the Three and Six Months Ended June 30, 2022 and 2021
| Accumulated | ||||||||||||||||||||
| Additional | Capital | Other | ||||||||||||||||||
| Share Capital | Paid-in | Redemption | Comprehensive | Accumulated | ||||||||||||||||
| Shares | Amount | Capital | Reserve | Loss | Deficit | Total | ||||||||||||||
| Shareholders' Equity, December 31, 2021 | 4,759,731,923 | $ | 475,973 | $ | 153,130,813 | $ | 52,193,811 | $ | ( 540,967 ) | $ | ( 199,705,048 ) | $ | 5,554,582 | |||||||
| Stock-based compensation | - | - | 98,836 | - | - | - | 98,836 | |||||||||||||
| Issuance of share capital related to financing, net of issuance costs | 1,175,185,200 | 117,519 | 13,368,950 | - | - | - | 13,486,469 | |||||||||||||
| Comprehensive loss | - | - | - | - | ( 32,350 ) | ( 5,176,395 ) | ( 5,208,745 ) | |||||||||||||
| Shareholders' Equity, March 31, 2022 | 5,934,917,123 | $ | 593,492 | $ | 166,598,599 | $ | 52,193,811 | $ | ( 573,317 ) | $ | ( 204,881,443 ) | $ | 13,931,142 | |||||||
| Stock based compensation | - | - | 122,856 | - | - | - | 122,856 | |||||||||||||
| Comprehensive loss | - | - | - | - | ( 48,240 ) | ( 5,679,978 ) | $ | ( 5,728,218 ) | ||||||||||||
| Shareholders' Equity, June 30, 2022 | 5,934,917,123 | $ | 593,492 | $ | 166,721,455 | $ | 52,193,811 | $ | ( 621,557 ) | $ | ( 210,561,421 ) | $ | 8,325,780 |
| Accumulated | ||||||||||||||||||||
| Additional | Capital | Other | ||||||||||||||||||
| Share Capital | Paid-in | Redemption | Comprehensive | Accumulated | ||||||||||||||||
| Shares | Amount | Capital | Reserve | Loss | Deficit | Total | ||||||||||||||
| Shareholders' Equity, December 31, 2020 | 3,847,331,923 | $ | 384,733 | $ | 139,734,651 | $ | 52,193,811 | $ | ( 648,065 ) | $ | ( 182,280,811 ) | $ | 9,384,319 | |||||||
| Stock-based compensation | - | - | 84,892 | - | - | - | 84,892 | |||||||||||||
| Comprehensive income (loss) | - | - | - | 306,097 | ( 5,838,501 ) | ( 5,532,404 ) | ||||||||||||||
| Balance, March 31, 2021 | 3,847,331,923 | $ | 384,733 | $ | 139,819,543 | 52,193,811 | ( 341,968 ) | $ | ( 188,119,312 ) | $ | 3,936,807 | |||||||||
| Stock-based compensation | - | - | 82,102 | - | - | - | 82,102 | |||||||||||||
| Issuance of share capital related to financing, net of issuance costs | 117,647,100 | 11,765 | 1,981,764 | - | - | - | 1,993,529 | |||||||||||||
| Comprehensive Loss | - | - | - | - | ( 78,118 ) | ( 4,346,335 ) | ( 4,424,453 ) | |||||||||||||
| Shareholders' Equity, June 30, 2021 | 3,964,979,023 | $ | 396,498 | $ | 141,883,409 | $ | 52,193,811 | $ | ( 420,086 ) | $ | ( 192,465,647 ) | $ | 1,587,985 |
See notes to condensed consolidated financial statements.
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
For the Six Months Ended June 30, 2022 and 2021
| Six Months Ended | ||||||
| June 30, 2022 | June 30, 2021 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net loss | $ | ( 10,856,373 ) | $ | ( 10,184,836 ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,948 | 2,082 | ||||
| Stock-based compensation | 221,692 | 166,994 | ||||
| Foreign currency exchange (gains)/ losses | ( 136,504 ) | 194,619 | ||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses and other current assets | ( 933,339 ) | ( 490,958 ) | ||||
| Accounts payable and accrued expenses | ( 1,920,765 ) | ( 1,971,778 ) | ||||
| Total adjustments | ( 2,766,968 ) | ( 2,099,041 ) | ||||
| Net Cash Used in Operating Activities | ( 13,623,341 ) | ( 12,283,877 ) | ||||
| Cash Flows from Financing Activities: | ||||||
| Net proceeds from issuance of shares | 12,366,469 | 1,993,529 | ||||
| Net Cash Provided by Financing Activities | 12,366,469 | 1,993,529 | ||||
| Effect of Exchange Rates on Cash | 46,779 | 26,157 | ||||
| Net Decrease in Cash | ( 1,210,093 ) | ( 10,264,191 ) | ||||
| Cash, beginning of period | 9,361,270 | 14,055,777 | ||||
| Cash, end of period | $ | 8,151,177 | $ | 3,791,586 | ||
| Supplement cash flow information: | ||||||
| Ordinary Share Subscriptions Deposit received in December 2021 | $ | 1,120,000 | $ | - |
See notes to condensed consolidated financial statements.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 Nature of Business
Akari Therapeutics, Plc, (the Company or Akari ) is incorporated in the United Kingdom. The Company is a clinical-stage biotechnology company focused on developing advanced therapies for autoimmune and inflammatory diseases involving the complement (C5) and leukotriene (LTB4) pathways. The Company's activities since inception have consisted of performing research and development activities and raising capital.
The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with the pandemic and the Russian invasion of Ukraine, risks associated with clinical trials of products, dependence on third-party collaborators for research and development operations, need for marketing authorization of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies. In addition, the Company is subject to risks related to COVID-19.
As of June 30, 2022, the Company has an accumulated deficit of $210,561,421 and cash of $8,151,177 and negative cash flows from operating activities for the six months ended June 30, 2022 in the amount of $13,623,341. On June 30, 2020, the Company entered into a securities purchase agreement (the 2020 Purchase Agreement ) with Aspire Capital Fund, LLC, an Illinois limited liability company ( Aspire Capital ) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30,000,000 of the Company's ADSs over the 30-month term of the Purchase Agreement (See Note 4). As of June 30, 2022, approximately $22,000,000 remains available under the facility.
The Company believes its current capital resources are sufficient to support its operations into June 2023. To fund its future capital needs beyond its current cash reach, the Company plans to raise additional funds through equity or debt financings or other sources, such as strategic partnerships, alliance and/or licensing arrangements, and in the long term, proceeds from sales of commercial products.
For the six months ended June 30, 2022, the Company reported a net loss of $10,856,373 and expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need, among other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance that these activities will be successful. If the Company is not successful in these activities it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities. To fund its capital needs, the Company plans to raise funds through equity or debt financings or other sources, such as strategic partnerships and alliance and licensing arrangements, and in the long term, from the proceeds from sales of commercial products. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. These matters raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 Nature of Business (cont.)
Public health epidemics or outbreaks could adversely impact the Company's business. The situation surrounding the COVID-19 pandemic, including the mutation of variants, continues to remain fluid globally and the Company continues to manage ongoing challenges associated with the pandemic as they relate to operations. The potential for a material impact on our business, financial condition and results of operation remains a risk. Management cannot reasonably estimate with any degree of certainty any future impact of COVID-19. Pandemics such as this can adversely impact the Company's business as a result of disruptions, such as travel bans, quarantines, staffing shortages, and interruptions to access the trial sites and supply chains, which could result in material delays and complications with respect to our research and development programs and clinical trials. Moreover, as a result of COVID-19, there is a general unease of conducting certain non-critical activities in medical centers. For example, while now open for enrollment, prior clinical trials have been halted or delayed due to COVID-19. The extent to which COVID-19 impacts operations will depend on future developments, including the scope of any new virus mutations and outbreaks, the nature of government public health guidelines and the public's adherence to those guidelines, the rate of individuals becoming fully vaccinated and the public's adherence to guidelines to receive booster vaccinations, and the extent to which new lockdowns may be needed or are required in particular countries, including China. In particular, the continued spread of COVID-19 globally could adversely impact our operations and workforce, including research and clinical trials and the ability to raise capital, could affect the operations of key governmental agencies, such as the FDA, which may delay the development of our product candidates, and could result in the inability of suppliers to deliver components or raw materials, including drug product and drug substance, on a timely basis or at all, each of which in turn could have an adverse impact on our business, financial condition and results of operation.
NOTE 2 Summary of Significant Accounting Policies
Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the SEC and assumes that the Company will continue to operate as a going concern. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, including normal and recurring adjustments, which the Company considers necessary for the fair presentation of financial information. The results of operations and comprehensive loss for the three and six months ended June 30, 2022 and June 30, 2021 are not necessarily indicative of expected results for the full fiscal year or any other period. These interim condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements as of December 31, 2021 and notes thereto included in the Form 20-F for the year ended December 31, 2021 ( 2021 Annual Report ).
Principles of Consolidation The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, Volution Immuno Pharmaceuticals SA, a private Swiss company, and Akari Malta Limited, a private Maltese company, each wholly-owned subsidiaries. All intercompany transactions have been eliminated.
Foreign Currency The functional currency of the Company is U.S. dollars, as that is the primary economic environment in which the Company operates as well as the currency in which it has been financed.
The reporting currency of the Company is U.S. dollars. The Company translated its non-U.S. operations' assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in foreign currency exchange gains/(losses).
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 Summary of Significant Accounting Policies (cont.)
Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management's estimates and judgments include assumptions used in the evaluation of impairment and useful lives of intangible assets (patents), accrued liabilities, deferred income taxes, stock-based compensation and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions.
Fair Value Measurements The carrying amounts of financial instruments, including cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities.
Cash The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021.
Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist principally of prepaid expenses and VAT receivables, respectively.
Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:
| Years | ||
| Computers, peripheral, and scientific equipment | 3 | |
| Office furniture and equipment | 3 |
Property and equipment, consists of the following:
| June 30, | December 31, | |||||
| 2022 | 2021 | |||||
| Computers, peripheral, and scientific equipment | $ | 85,489 | $ | 85,489 | ||
| Office furniture and equipment | 79,449 | 79,449 | ||||
| Total property and equipment | 164,938 | 164,938 | ||||
| Less: Accumulated depreciation | ( 164,938 ) | ( 164,938 ) | ||||
| Property and equipment, net | $ | - | $ | - |
The Company did not incur any depreciation expense for the three and six months ended June 30, 2022 and 2021.
Long-Lived Assets The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset.
Patent Acquisition Costs Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of the legal or economic life. The estimated useful life is 22 years. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Amortization of patent acquisition costs for the three ended June 30, 2022 and 2021 was $942 and $1,048, respectively. Amortization of patent acquisition costs for the six months ended June 30, 2022 and 2021 was $1,948 and $2,082, respectively.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 Summary of Significant Accounting Policies (cont.)
Accrued Expenses As part of the process of preparing the unaudited condensed consolidated financial statements, the Company estimates accrued expenses. This process involves identifying services that third parties have performed on the Company's behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in the Company's unaudited condensed consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees and contingent liabilities. In connection with these service fees, the Company's estimates are most affected by its understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that the Company does not identify certain costs that have been incurred or it under or over-estimates the level of services or costs of such services, the Company's reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to the Company's estimation and judgment. The Company makes these judgments based upon the facts and circumstances known to it in accordance with U.S. GAAP.
Research and Development Expenses Costs associated with research and development are expensed as incurred unless there is an alternative future use in other research and development projects. Research and development expenses include, among other costs, salaries and personnel related expenses, fees paid for contract research services, fees paid to clinical research organizations, costs incurred by outside laboratories, manufacturers and other accredited facilities in connection with clinical trials and preclinical studies.
Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. The Company records expenses related to clinical studies and manufacturing development activities based on its estimates of the services received and efforts expended pursuant to contracts with multiple contract research organizations (CROs) and manufacturing vendors that conduct and manage these activities on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. There may be instances in which payments made to the Company's vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of subjects and the completion of clinical study milestones. In amortizing or accruing service fees, the Company estimates the time period over which services will be performed, enrollment of subjects, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company's estimate, the Company will adjust the accrued or prepaid expense balance accordingly.
Research and development expenses for the three months ended June 30, 2022 and 2021 were $2,851,108 and $2,183,349, respectively. Research and development expenses for the six months ended June 30, 2022 and 2021 were $4,990,715 and $5,712,733, respectively. The Company accounts for research and development tax credits at the time its realization becomes probable as a credit to research and development expenses in the Consolidated Statements of Comprehensive Loss.
Stock-Based Compensation Expense Stock-based compensation expense is recorded using the fair-value based method for all awards granted. Compensation costs for stock options and awards is recorded in earnings (loss) over the requisite service period based on the fair value of those options and awards. For employees and non-employees, fair value is estimated at the grant date, as required by Accounting Standards Codification (ASC) 718, Compensation-Stock Compensation and Accounting Standards Updates (ASU) 2018-07, Compensation - Stock Compensation . Stock options for non-employee directors for their services as directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer's shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. Awards granted to those individuals for other services shall be accounted for as awards to non-employees. Fair values of awards granted under the share option plans are estimated using a Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. The Company classifies its stock-based payments which are settled in ordinary shares as equity-classified awards. The Company accounts for awards of equity instruments issued to employees, non-employees and directors under the fair value method of accounting and recognizes such amounts, upon vesting, in general administrative or research and development expenses within its unaudited Condensed Consolidated Statements of Comprehensive Loss.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 Summary of Significant Accounting Policies (cont.)
Leases The Company accounts for its leases in accordance with Accounting Standards Updates (ASU) No. 2016-02, Leases ( ASU 2016-2). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Operating leases are classified as right of use ( ROU ) assets, short term lease liabilities, and long-term lease liabilities. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are amortized and lease liabilities accrete to yield straight-line expense over the term of the lease. Lease payments included in the measurement of the lease liability are comprised of fixed payments. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to all underlying asset categories. Leasehold improvements are capitalized and depreciated over the lesser of useful life or lease term. As of June 30, 2022, the Company did not have a lease with a term longer than twelve months.
Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash. The Company maintains cash with well-capitalized financial institutions. At times, those amounts may exceed insured limits. The Company has no other significant concentrations of credit risk.
Income Taxes On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act, referred to herein as the CARES Act, as a response to the economic uncertainty resulting from COVID-19. The CARES Act includes modifications for net operating loss carryovers and carrybacks, limitations of business interest expense for tax, immediate refund of alternative minimum tax (AMT) credit carryovers. Tax provisions of the Act also include the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company determined that these provisions did not have a material impact on the consolidated financial statements.
The Company accounts for income taxes in accordance with the accounting rules that require an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carryforwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. The Company has recorded a full valuation allowance on its deferred tax assets as of June 30, 2022 and December 31, 2021.
Uncertain Tax Positions The Company follows the provisions of ASC 740 Accounting for Uncertainty in Income Taxes , which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under ASC 740 Accounting for Uncertainty in Income Taxes, an entity may only recognize or continue to recognize tax positions that meet a more-likely-than-not threshold. Interest and penalties related to uncertain tax positions are recognized as general and administrative expense. At June 30, 2022 and December 31, 2021, the Company had no uncertain tax positions.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 2 Summary of Significant Accounting Policies (cont.)
Earnings (Loss) Per Share Basic earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the sum of (1) the weighted-average number of ordinary shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. For purposes of the diluted net income (loss) per share calculation, share options and warrants are considered to be potentially dilutive securities. Due to the Company's net loss position and/or the share options and warrants having no intrinsic value, these potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented.
Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company's other comprehensive loss is comprised of foreign currency translation adjustments.
The following table provides details with respect to changes in accumulated other comprehensive loss, which is comprised of foreign currency translation adjustments, as presented in the balance sheets at June 30, 2022:
| Balance, January 1, 2022 | $ | ( 540,967 ) | |
| Net current period other comprehensive loss | ( 80,590 ) | ||
| Balance, June 30, 2022 | $ | ( 621,557 ) |
Recent Accounting Pronouncements
Adopted during the period
In August 2020, the FASB issued ASU 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. Specifically, ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models in ASC 470-20 that require separate accounting for embedded conversion features. ASU 2020-06 also removes certain settlement conditions in ASC 815-40 that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. Adoption of ASU 2020-06 can either be on a modified retrospective or full retrospective basis. The Company adopted this guidance effective January 1, 2022. The adoption of the guidance did not have a material impact on the consolidated financial statements and related disclosures.
NOTE 3 Fair Value Measurements
Fair value of financial instruments:
The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange.
The carrying amounts of cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 3 Fair Value Measurements (cont.)
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, Fair Value Measurements and Disclosures ( ASC 820 ) establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 -quoted prices in active markets for identical assets or liabilities;
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
As of June 30, 2022 and December, 31, 2021, the Company did not have any financial assets that require fair value measurement on a recurring basis.
NOTE 4 Shareholders' Equity
2020 Purchase Agreement and Registration Rights Agreement with Aspire Capital
On June 30, 2020, the Company entered into a Purchase Agreement ( 2020 Purchase Agreement ) with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company's ADS, with each ADS representing one hundred (100) ordinary shares, during a 30-month period beginning on the effective date of a registration statement related to the transaction. Concurrently with entering into the 2020 Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended (the Securities Act ), the sale of the Company's securities that have been and may be issued to Aspire Capital under the 2020 Purchase Agreement.
Under the 2020 Purchase Agreement, after the SEC declared effective the registration statement referred to above (which occurred in July 2020), on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a Purchase Notice ), directing Aspire Capital (as principal) to purchase up to 150,000 ADSs per business day and up to $30.0 million of the Company's ADSs in the aggregate at a per share price (the Purchase Price ) equal to the lesser of:
AKARI THERAPEUTICS, Plc