0001558370-24-007477 | 10-Q | XBRL Viewer

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.00003881	$ 0.00003881
Common stock, shares authorized	1,288,327,750	1,288,327,750
Common stock, shares issued	64,298,691	63,601,015
Common stock, shares outstanding	64,298,691	63,601,015

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

8. Related-Party Transactions

Relationship with Janssen Pharmaceuticals, Inc.

Collaboration Agreement

On January 30, 2019, the Company entered into a Collaboration Agreement with Janssen for the research, development and commercialization of gene therapies for the treatment of IRDs. Under the agreement, Janssen paid the Company a non-refundable upfront fee of $100.0 million. Janssen and the Company agreed to collaborate to develop the Company’s clinical programs in retinitis pigmentosa and two genetic forms of achromatopsia and Janssen had the exclusive right to commercialize these three product candidates (“Clinical IRD Product Candidates”) globally.

Pursuant to the Collaboration Agreement, the Company and Janssen also agreed on a research collaboration to develop a pipeline of preclinical inherited retinal disease gene therapy candidates (“Research IRD Product Candidates”). The parties agreed to select and prioritize the Research IRD Product Candidates and Janssen had the right to opt-in for a fee for each of the specified targets (each an “Option Target”) to obtain certain development, manufacturing and commercialization rights for the Research IRD Product Candidates.

Unless terminated earlier under certain termination clauses, the Collaboration Agreement was to continue in effect, on a product-by-product and country-by-country basis, until such time as the royalty terms expired in such country. The Company had determined enforceable rights existed in the Collaboration Agreement as the termination clauses were substantive termination penalties by way of the non-refundable upfront fee and the reversion of any licensed intellectual property granted to Janssen upon the termination of the agreement.

Under the Collaboration Agreement, the Company and Janssen were jointly developing Clinical IRD Product Candidates to permit Janssen to commercialize such Clinical IRD Product Candidates under an exclusive license from the Company. In general, the Company had the primary responsibility to develop each Clinical IRD Product Candidate in accordance with the development plan for each Clinical IRD Product Candidate, including where applicable, conducting any necessary research in order to submit the applicable regulatory filings to regulatory authorities. The Company agreed to manufacture these products in its GMP manufacturing facilities for both clinical and commercial supply. Janssen agreed to pay 100% of the clinical and commercialization costs of the products and the Company was eligible to receive untiered 20% royalties on net sales of products and additional development and commercialization milestones up to $340.0 million. The Company received a milestone payment of $30.0 million in December 2021. In connection with entering into the Asset Purchase Agreement, the Company entered into a Termination Agreement with Janssen terminating the Collaboration Agreement.

Asset Purchase and Related Agreements

On December 20, 2023, the Company entered into the Asset Purchase Agreement with Janssen pursuant to which the Company sold and assigned to Janssen, and Janssen purchased and assumed, the UCLB RPGR License Agreement relating to the research, development, manufacture and exploitation of the RPGR Product, and other related assets as described in the Asset Purchase Agreement. Simultaneously, the Company and Janssen also entered into a Supply Agreement pursuant to which the Company agreed to manufacture and supply the RPGR Product for Janssen. Under the Supply Agreement, MeiraGTx UK II, together with its affiliates, will manufacture commercial supply of the RPGR Product for Janssen for an initial term of four years, with Janssen having an option to extend the Supply Agreement for a fifth year upon written notification. Janssen may terminate the Supply Agreement for convenience upon 90 days’ written notice with payment of a termination fee. Under the Asset Purchase Agreement, Janssen paid the Company a non-refundable upfront fee of $65.0 million in December 2023 and the Company is eligible to receive fees from commercial supply of the RPGR Product and in addition, milestones of up to $350.0 million, as follows: (i) a milestone payment of $50.0 million in connection with the achievement of the initiation of the extension study for the Phase 3 LUMEOS clinical trial for the RPGR Product, which milestone was achieved during the first quarter of 2024; (ii) $10.0 million upon completion of certain specified development services for the drug substance for the RPGR Product; (iii) $5.0 million upon completion of certain specified development services for the drug product for the RPGR Product; (iv) $175.0 million upon the first commercial sale of an RPGR Product in the United States; (v) $75.0 million upon the first commercial sale of an RPGR Product in at least one of the United Kingdom, France, Germany, Spain and Italy; (vi) $25.0 million upon completion of the transfer of certain manufacturing technology for drug substance and drug product from the Company to Janssen; and (vii) $10.0 million upon regulatory approval of a Janssen-selected manufacturing facility in each of the United States and European Union for commercial manufacture of the RPGR Product. Janssen is also responsible for any royalty or milestone amounts that become payable on the RPGR Product under the UCLB RPGR License Agreement.

Revenue Recognition under the Janssen Agreements

Collaboration Agreement

The Company evaluated the potential performance obligations in the Collaboration Agreement pursuant to ASC 606, which included the exclusive license to Clinical IRD Product Candidates, the research, development and manufacturing services (“the services”), and the participation in various joint committees and determined that none of the performance obligations by themselves were distinct. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. The services, when combined with the licenses, represent a bundle and should be accounted for as a single performance obligation due to the relevance of the services to the value of the early-stage license and the potential for the intellectual property to be significantly modified during the services period. The Company also evaluated whether or not the right to purchase exclusive option rights for specified Research IRD Product Candidates represents future performance obligations and concluded that these represent a separate buyer decision at market rates, rather than a material right performance obligation. As such, these options were excluded from the initial allocation of transaction price and the Company would have accounted for these options as separate contracts when and if Janssen had elected to exercise the options.

Under ASC 606, the Company recognized collaboration revenue using the cost-to-cost input method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the combined performance obligation by the potential product candidate. Under this method, revenue is being recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price includes variable consideration subject to constraints. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration included in the transaction price was updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion was recognized as that portion was satisfied over time.

Under ASC 606 the Company accounts for (i) the licenses it conveyed with respect to the Clinical IRD Product Candidates and (ii) its obligations to perform services as a single performance obligation under the Collaboration Agreement with Janssen on a product candidate basis. Janssen’s right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights were accounted for separately as they did not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Janssen, the contract promises associated with an Option Target would have used a separate cost-to-cost model for purposes of revenue recognition under ASC 606.

In 2019, the Company received a $100.0 million non-refundable upfront fee from Janssen and during the year ended December 31, 2021, the Company received a $30.0 million milestone payment. The Company allocated these amounts plus other variable consideration not subject to constraint to each identified performance obligation using a combination of methods allowable under ASC 606. The Company applies the practical expedient in Topic 606 and does not include disclosures regarding amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. This variable consideration includes expected reimbursement of research and development costs.

Asset Purchase and Related Agreements

The agreements entered into in December 2023 were executed at the same time and were negotiated with a single commercial objective; therefore, the contracts were combined and accounted for as a single contract. These agreements were accounted for as a termination of the existing Collaboration Agreement and the creation of a new contract where the transaction price includes the remaining deferred revenue – related party from the terminated agreement of $30.6 million, the fixed upfront payment of $65.0 million under the Asset Purchase Agreement, and an aggregate of $1.8 million estimated variable consideration for transition services, offset by a credit of $5.1 million for pre-funded inventory, totaling $92.3 million. The transaction price was allocated to four performance obligations on a relative SSP basis, subject to certain exceptions for discounts and variable consideration. As the SSPs are not directly observable for any of the distinct goods and services, the SSPs were estimated based on a valuation. The total transaction price of $92.3 million was allocated to the performance obligations with respect to SSPs as follows: process performance qualification (“PPQ”) services in the amount of $2.9 million, material rights representing the commercial supply of RPGR Product and an in-substance contract renewal option in the amount of $6.9 million, manufacturing technology transfer in the amount of $28.7 million, and the sale of nonfinancial assets representing the sale and transfer of all the Company’s right, title, and interest in the intellectual property related to the RPGR Product and the assignment of the UCLB RPGR License Agreement to Janssen in the amount of $53.8 million.

During the first quarter of 2024, the Company received a $50.0 million milestone payment in connection with the achievement of the initiation of the extension study for the Phase 3 LUMEOS clinical trial for the RPGR Product. The milestone payment was allocated to the four performance obligations on the same basis noted above increasing the value of each performance obligation as follows: PPQ services in the amount of $1.6 million, material rights representing the commercial supply of RPGR Product and an in-substance contract renewal option in the amount of $3.8 million, manufacturing technology transfer in the amount of $15.6 million, and the sale of nonfinancial assets representing the sale and transfer of all the Company’s right, title, and interest in the intellectual property related to

the RPGR Product and the assignment of the UCLB RPGR License Agreement to Janssen in the amount of $29.0 million.

The transaction price allocated to PPQ services will be recognized over time using an inputs method measure of progress. The transaction price allocated to the material right for the commercial supply of RPGR Product will be recorded as deferred revenue until Janssen exercises its option to purchase supply and the Company transfers control of such supply to Janssen. The transaction price allocated to the in-substance renewal option (material right) will be recorded as deferred revenue until Janssen exercises the option and the Company transfers control of the underlying goods or services to Janssen. The Company will account for the exercise of the in-substance renewal option (material right) as a continuation of the existing contract (i.e., a change in the transaction price). The transaction price allocated to the technology transfer will be recognized over time using an inputs method measure of progress. The Company will recognize a gain for the difference between the carrying amount of the nonfinancial assets and the consideration allocated to that unit of account when control of the nonfinancial assets transfers in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.

During the three-month period ended March 31, 2024, the Company recognized a gain of $29.0 million related to the sale of nonfinancial assets which is included in other income in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2024, the aggregate transaction price allocated to unsatisfied performance obligations was $57.1 million which the Company expects to recognize over an estimated period of approximately 3.8 years.

A summary of the deferred revenue recognition is as follows (in thousands):


Deferred revenue at December 31, 2023	$	36,943
Milestone payment allocated to performance obligations		20,982
Deferred revenue recognized as service revenue during the three-month period ended March 31, 2024		(697)
Effects of exchange rate changes		(125)
Deferred revenue at March 31, 2024	$	57,103

During the three-month period ended March 31, 2024, the Company recognized $0.7 million of deferred revenue – related party as service revenue in connection with PPQ services under the Asset Purchase Agreement and related agreements. During the three-month period ended March 31, 2023, the Company recognized $3.3 million of deferred revenue – related party in connection with the Collaboration Agreement as license revenue.

The Company also recognized $0.4 million during the three-month period ended March 31, 2024 related to transition services the Company provided to Janssen and $22.6 million during the three-month period ended March 31, 2023, related to the reimbursement of research and development expenses under the Collaboration Agreement, which were recorded as an offset to research and development expenses.

Private Placement

On February 27, 2019, in connection with a private placement, the Company issued 2,898,550 ordinary shares to JJDC, the investment arm of Johnson & Johnson and owner of Janssen, on the same terms and conditions as the other investors in the offering. After the offering, JJDC became a related party. On November 9, 2022, the Company entered into a securities purchase agreement with JJDC, pursuant to which the Company, in a private placement, agreed to issue and sell to JJDC an aggregate of 3,742,514 ordinary shares at a purchase price of $6.68 per share, for gross proceeds of approximately $25.0 million.

Debt Financing

On August 2, 2022 the Company, as borrower, and Meira UK II and Meira Ireland, as guarantors (the “Subsidiary Guarantors”), entered into a senior secured financing arrangement (the “Financing Agreement”) by and among the Company, the Subsidiary Guarantors, the lenders and other parties from time to time party thereto and Perceptive Credit Holdings III, LP, as administrative agent and lender (“Perceptive”). On December 19, 2022, the Financing Agreement was converted to a notes purchase agreement and guaranty (the “Notes Purchase Agreement”) between the same parties and under substantially the same terms and conditions as the Financing Agreement, subject to certain customary note constitution terms. Perceptive Advisors, LLC, an affiliate of Perceptive, is a greater than 10% holder of the ordinary shares of the Company. Additionally, Ellen Hukkelhoven, Ph.D., a director of the Company, is an employee of Perceptive Advisors, LLC. Refer to the discussion in Note 10 for further information related to the accounting for the debt financing.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 2
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Topic 850
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Schedule of Restricted Cash


	March 31,		December 31,
	2024		2023
Cash and cash equivalents	$	119,206	$	129,566
Restricted cash		1,059		1,083
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows	$	120,265	$	130,649

Schedule of Financial Assets and Liabilities Measured at Fair Value


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	March 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2024		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	71,348	$	71,348	$	—	$	—
Restricted cash	$	1,059	$	1,059	$	—	$	—


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	December 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2023		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	46,868	$	46,868	$	—	$	—
Restricted cash	$	1,083	$	1,083	$	—	$	—

Schedule of Change in Asset Retirement Obligations


	For the Three-Month Periods Ended March 31,
	2024		2023
Balance at beginning of period	$	2,401	$	2,179
Amortization of interest		48		44
Effects of exchange rate changes		(9)		15
Balance at end of period	$	2,440	$	2,238

Schedule of Securities Excluded from Computation of Diluted Net Loss per Share


	March 31,	March 31,
	2024	2023
Share options	8,484,644	8,233,380
Restricted share units	4,094,750	2,738,750
Deferred share units	185,000	110,000
Warrants	700,000	700,000
Restricted ordinary shares subject to forfeiture	—	14,049
	13,464,394	11,796,179

Schedule of Long-lived Assets by Geographical Area


	March 31,		December 31,
	2024		2023
United States	$	10,190	$	11,071
United Kingdom		32,116		33,798
European Union		108,666		112,487
	$	150,972	$	157,356

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 119,206	$ 129,566
Restricted cash	1,059	1,083
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows	120,265	130,649	$ 68,784	$ 115,516
Fair value measurements on recurring basis \| Restricted Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net asset (liability)	1,059	1,083
Fair value measurements on recurring basis \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net asset (liability)	71,348	46,868
Level 1 \| Fair value measurements on recurring basis \| Restricted Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net asset (liability)	1,059	1,083
Level 1 \| Fair value measurements on recurring basis \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net asset (liability)	$ 71,348	$ 46,868

Share-Based Compensation - Summary of Company's Share Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Options
Number of options, Beginning balance	8,226,707
Number of options, Granted	365,100
Number of options, Forfeited	(107,163)
Number of options, Ending balance	8,484,644	8,226,707
Weighted-Average Exercise Price
Weighted-average exercise price, Beginning balance	$ 12.96
Weighted-average exercise price, Granted	6.16
Weighted-average exercise price, Forfeited	16.00
Weighted-average exercise price, Ending balance	$ 12.65	$ 12.96
Options additional disclosures
Number of options, Options exercisable	6,203,005
Weighted-average exercise price, Options exercisable	$ 13.13
Weighted-average remaining contractual life of options, outstanding	6 years 2 months 1 day	6 years 4 months 6 days
Weighted-average remaining contractual life of options, exercisable	5 years 3 months 25 days
Number of options, Options vested and expected to vest	8,484,644
Weighted-average exercise price, Options vested and expected to vest	$ 12.65
Weighted-average remaining contractual life, Options vested and expected to vest	6 years 2 months 1 day
Aggregate intrinsic value, options outstanding	$ 1,406
Aggregate intrinsic value, options exercisable	$ 1,406

Equity Method and Other Investments - Summary of Investments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Schedule of Equity Method Investments [Line Items]
Carrying Value	$ 6,766
Cost Basis	$ 6,665
Visiogene LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	25.00%
Carrying Value	$ 5,150
Cost Basis	$ 5,165
Other Investments
Schedule of Equity Method Investments [Line Items]
Ownership percentage	0.90%
Carrying Value	$ 1,616
Cost Basis	$ 1,500

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Income Taxes
Provision recorded for income tax expense (benefit)	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Meira Holdings and its wholly owned subsidiaries:

MeiraGTx Limited, a limited company incorporated under the laws of England and Wales;

MeiraGTx, LLC, a Delaware limited liability company (“Meira LLC”);

MeiraGTx UK II Limited, a limited company incorporated under the laws of England and Wales (“Meira UK II”);

MeiraGTx Ireland DAC, a designated activity company incorporated under the laws of Ireland (“Meira Ireland”);

MeiraGTx Netherlands, B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira Netherlands”);

MeiraGTx Belgium, a private company with limited liability incorporated under the laws of Belgium (“Meira Belgium”);

BRI-Alzan, Inc., a Delaware corporation (“BRI-Alzan”);

MeiraGTx Bio, Inc., a Delaware corporation (“Meira Bio”);

MeiraGTx B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira B.V.”);

MeiraGTx Neurosciences, Inc., a Delaware corporation (“Meira Neuro”);

MeiraGTx Therapeutics, Inc., a Delaware corporation (“Meira Therapeutics”); and

MeiraGTx UK Limited, a limited company incorporated under the laws of England and Wales (“Meira UK”).

All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation.

Use of Estimates

Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these condensed consolidated financial statements, management used significant estimates in the following areas, among others: collaboration revenue, fair value of nonfinancial assets, stand-alone selling price and material rights in connection with the Asset Purchase and Supply Agreements, the accounting for research and development costs, share-based compensation, leases, asset retirement obligations, fair value of financial instruments and tax incentive receivable.

Restricted Cash

Restricted cash represents a guarantee put in place as required by the terms of the research and innovation grant from IDA Ireland which offers financial assistance in establishing the Company’s operations in Shannon, Ireland. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s condensed consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows (in thousands):


	March 31,		December 31,
	2024		2023
Cash and cash equivalents	$	119,206	$	129,566
Restricted cash		1,059		1,083
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows	$	120,265	$	130,649

Fair Value Measurements

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.

The Company follows ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820, for application to financial assets and liabilities. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

●

Level 1: Observable inputs such as quoted prices in active markets for identical assets the reporting entity has the ability to access as of the measurement date;

●

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands):


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	March 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2024		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	71,348	$	71,348	$	—	$	—
Restricted cash	$	1,059	$	1,059	$	—	$	—


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	December 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2023		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	46,868	$	46,868	$	—	$	—
Restricted cash	$	1,083	$	1,083	$	—	$	—

At March 31, 2024, the Company's financial instruments included cash and cash equivalents, restricted cash, accounts receivable – related party, and accounts payable. The carrying amounts reported in the Company's consolidated financial statements for these instruments approximates their respective fair values because of the short-term nature of these instruments. In addition, at March 31, 2024, the Company believed the carrying value of the Tranche 1 Notes (as defined in Note 10) approximates fair value as the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions.

Equity Method and Other Investments

The Company accounts for equity investments under the equity method of accounting when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss and cash contributions and distributions and are included in equity method and other investments in the accompanying condensed consolidated balance sheets. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income (loss). For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared.

Leases

The Company accounts for leases in accordance with FASB standard ASC 842, Leases (“ASC 842”). The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a

depreciable asset (i.e., property, plant, and equipment), and (2) the Company has the right to control the use of the identified asset. The Company accounts for the lease and non-lease components as a single lease component.

From time to time the Company enters into direct financing lease arrangements that include a lessee obligation to purchase the leased asset at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value of 90% or more of the fair value of the leased asset at the date of lease inception.

Operating leases where the Company is the lessee are included in right-of-use (“ROU”) assets – operating leases, net and lease obligations on the Company’s condensed consolidated balance sheets. The lease obligations are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date and subsequent reporting periods.

Finance leases where the Company is the lessee are included in ROU assets – finance leases, net and lease obligations on the Company’s condensed consolidated balance sheets. The lease obligations are initially measured in the same manner as for operating leases and are subsequently measured at amortized cost using the effective interest method.

Key estimates and judgments include how the Company determined (1) the discount rate used to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.

ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company’s leases where it is the lessee do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company uses the implicit rate when readily determinable.

The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised, or an option to extend (or not to terminate) the lease controlled by the lessor.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date less any lease incentives received.

For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, minus any accrued lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset, or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability.

The Company has elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less at lease commencement. Lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

Asset Retirement Obligations

Accounting for asset retirement obligations requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. In the absence of quoted market prices, the Company estimates the fair value of its asset retirement obligations using Level 3 present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate. Asset retirement obligations currently reported as other liabilities

on the condensed consolidated balance sheet were measured during a period of historically low interest rates. The impact on measurements of new asset retirement obligations using different rates in the future may be significant.

The Company uses estimates to determine the asset retirement obligations at the end of the lease term and discounts such asset retirement obligations using an estimated discount rate. Interest on the discounted asset retirement obligation is amortized over the term of the lease using the effective interest method and is recorded as interest expense in the condensed consolidated statements of operations and comprehensive loss.

The change in asset retirement obligations is as follows (in thousands):


	For the Three-Month Periods Ended March 31,
	2024		2023
Balance at beginning of period	$	2,401	$	2,179
Amortization of interest		48		44
Effects of exchange rate changes		(9)		15
Balance at end of period	$	2,440	$	2,238

IDA Ireland Grant

In August 2021, Meira Ireland entered into an agreement pursuant to which it received a grant from IDA Ireland for financial assistance in establishing its operations in Shannon, Ireland. Under the terms of the grant, Meira Ireland is eligible to receive the lesser of €1.0 million or €10,000 for each job created (the “employment grant”) and the lesser of €1.2 million or 4% of the actual expenditure on the provision of machinery and equipment (the “capital grant”). Meira Ireland may apply for a drawdown of the employment grant once a job has been created and the position has been held for a period of at least one month, and may apply for a drawdown of the capital grant once an eligible asset has been purchased and installed, conditioned on the creation of a cumulative number of jobs by the end of the immediately preceding year. An aggregate of 100 jobs must be created to receive the maximum benefit under the capital grant. An application for a drawdown must be accompanied by an audit certification for compliance with the terms of the grant. The Company has a guarantee in place with a bank in favor of IDA Ireland, pursuant to which it restricts cash in the amount of claims made under the grant such that the Company maintains the funds to cover any portion of the grant income that may become repayable in the future. This amount is presented as restricted cash in the accompanying consolidated balance sheet. All expenditures must be completed by December 31, 2024, and the agreement terminates on the later of five years from the date of the last payment from the grant or five years from completion of the capital investment, which is expenditure of at least €30.0 million on eligible machinery and equipment.

The Company recognizes grant income when there is reasonable assurance that the Company will comply with the conditions attached to the grant and that it will receive the grant. Grant income from the employment grant is recognized as a deduction from the amount of the related expense, and grant income from the capital grant is deducted from the carrying amount of the related asset and recognized in income over the asset’s useful life in the form of a reduced depreciation charge. The Company received its first drawdown under the grant in 2023, which was comprised of $0.6 million (€0.5 million) for the employment grant and $0.4 million (€0.4 million) for the capital grant. The Company did not recognize any grant income during the three-months ended March 31, 2024 and 2023.

During the five-year period ending on the termination of the grant agreement, Meira Ireland must maintain compliance with the terms of the grant. If the total number of jobs is less than 100 at the time of IDA Ireland’s annual review, the Company may have to repay a portion of the capital grant, and if a job for which the Company received employment grant funding remains vacant for a period in excess of six calendar months, the Company may have to repay the employment grant received for that job.

Collaboration Arrangements

The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements (“ASC 808”) and ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company considers the nature and

contractual terms of collaborative arrangements and assesses whether the arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. If the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement as a collaboration under ASC 808. To date, the Company has entered into two separate collaboration agreements, both of which are with Janssen, which were determined to be within the scope of ASC 808.

ASC 808 does not address recognition or measurement matters related to collaborative arrangements. Payments between participants pursuant to a collaborative arrangement that are within the scope of other authoritative accounting literature on income statement classification are accounted for using the relevant provisions of that literature. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities pursuant to ASC 730, Research and Development. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606. If the payments are not within the scope of other authoritative accounting literature, the income statement classification for the payments is based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational and consistently applied accounting policy election. Payments received from a collaboration partner to which this policy applies may include upfront payments in respect of a license of intellectual property, development and commercialization-based milestones, and royalties.

Revenue Recognition

The Company evaluates the promised goods or services to determine which promises, or group of promises, represent performance obligations. In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property, and whether the promised goods or services are integral to or dependent on other promises in the contract. When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract.

When the Company concludes that a contract should be accounted for as a combined performance obligation and recognized over time, the Company must then determine the period over which revenue should be recognized and the method by which to measure revenue. The Company generally recognizes revenue using a cost-based input method.

At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, the Company recognizes revenue when its customer or collaborator obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition the Company performs the following five steps:

identify the contract(s) with a customer;

ii.

identify the performance obligations in the contract;

iii.

determine the transaction price;

iv.

allocate the transaction price to the performance obligations within the contract; and

recognize revenue when (or as) the entity satisfies a performance obligation.

The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and research, development and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation.

The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

If there are multiple performance obligations, the Company allocates the transaction price to each performance obligation based on their estimated standalone selling prices (“SSP”). The Company estimates the SSP for each performance obligation by considering information such as market conditions, entity-specific factors, and information about its customer that is reasonably available. The Company considers estimation approaches that allow it to maximize the use of observable inputs. These estimation approaches may include the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. The Company also considers whether to use a different estimation approach or a combination of approaches to estimate the SSP for each performance obligation. Developing certain assumptions (e.g., treatable patient population, expected market share, probability of success and product profitability, and discount rate based on weighted-average cost of capital) to estimate the SSP of a performance obligation requires significant judgment.

The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue.

Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s condensed consolidated balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party, current. Amounts not

expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party.

The Company’s collaboration and revenue arrangements include the following:

Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances.

Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales.

Research and Development Services: Under the Collaboration Agreement, the Company incurred research and development costs, with Janssen responsible for up to 100% of the costs, depending on the type of research and development services being performed. The Company recorded costs associated with the development activities as research and development expenses in the condensed consolidated statements of operations and comprehensive loss consistent with ASC 730, Research and Development. The reimbursement of the research and development costs by Janssen was representative of the joint risk sharing nature of the arrangement. The Company considered the guidance in ASC 808 and recognizes the payments received from Janssen as a reduction to research and development expense when the related costs are incurred.

Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations at the outset of the arrangement.

Customer Options: Customer options are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer. If the customer options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated

to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires.

Research and Development

Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical and preclinical studies and for the drug product for the clinical studies and preclinical activities; facilities; supplies; rent, insurance, certain legal fees, share-based compensation, depreciation and other costs associated with clinical and preclinical activities and regulatory operations. Research funding under collaboration agreements and refundable research and development credits / tax credits are recorded as an offset to these costs.

Costs for certain development activities, such as Company funded outside research programs, are recognized based on an evaluation of the progress to completion of specific tasks with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the condensed consolidated financial statements as prepaid or accrued research and development expenses, as the case may be.

Net Loss per Ordinary Share

Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of the Company’s ordinary shares assumed to be outstanding during the period of computation. Diluted net loss per ordinary share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary share equivalents had been issued at the beginning of the year and if the additional ordinary shares were dilutive (treasury stock method) or the two-class method, whichever is more dilutive. For all periods presented, basic and diluted net loss per ordinary share are the same, as any additional ordinary share equivalents would be anti-dilutive.

The following securities are considered to be ordinary share equivalents, but were not included in the computation of diluted net loss per ordinary share because to do so would have been anti-dilutive:


	March 31,	March 31,
	2024	2023
Share options	8,484,644	8,233,380
Restricted share units	4,094,750	2,738,750
Deferred share units	185,000	110,000
Warrants	700,000	700,000
Restricted ordinary shares subject to forfeiture	—	14,049
	13,464,394	11,796,179

Segment Information

Management has concluded it has a single reporting segment for purposes of reporting financial condition and results of operations.

The Company’s license revenue, research funding and deferred revenue from the Collaboration Agreement were generated in the United Kingdom.

The following table summarizes long-lived assets by geographical area (in thousands):


	March 31,		December 31,
	2024		2023
United States	$	10,190	$	11,071
United Kingdom		32,116		33,798
European Union		108,666		112,487
	$	150,972	$	157,356

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update includes a number of amendments to clarify or improve disclosure and presentation requirements of a variety of topics in order to allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements and to align the requirements in the FASB accounting standard codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact of these amendments.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still in the process of determining the effect this ASU will have on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements which contains amendments to the Codification that remove references to various FASB Concepts Statements. This ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Service revenue - related party	$ 697
License revenue - related party		$ 3,334
Total revenue	697	3,334
Operating expenses:
General and administrative	13,147	12,772
Research and development	34,322	22,322
Total operating expenses	47,469	35,094
Loss from operations	(46,772)	(31,760)
Other non-operating income (expense):
Foreign currency (loss) gain	(535)	3,857
Interest income	1,097	545
Interest expense	(3,250)	(3,060)
Gain on sale of nonfinancial assets	29,018
Fair value adjustments		54
Net loss	(20,442)	(30,364)
Other comprehensive income (loss):
Foreign currency translation loss	(1,691)	(2,353)
Comprehensive loss	(22,133)	(32,717)
Net income (loss)	$ (20,442)	$ (30,364)
Basic net loss per ordinary share	$ (0.32)	$ (0.62)
Diluted net loss per ordinary share	$ (0.32)	$ (0.62)
Weighted-average number of ordinary shares outstanding, basic	64,065,895	48,638,151
Weighted-average number of ordinary shares outstanding, diluted	64,065,895	48,638,151

Related Party Transactions - Collaboration and License Agreements (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended
	Dec. 20, 2023	Jan. 30, 2019	Dec. 31, 2023	Dec. 31, 2021	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Common stock, shares issued			63,601,015		64,298,691
Offering costs					$ 635
Shares issued to related party			63,601,015		64,298,691
Gain on sale of nonfinancial assets					$ 29,018
Janssen Pharmaceuticals Inc \| Collaboration Agreement \| Research and Development Expenses
Related Party Transaction [Line Items]
Reimbursement of research and development expenses					400	$ 22,600
Janssen Pharmaceuticals Inc \| Collaboration Agreement \| License revenue - related party
Related Party Transaction [Line Items]
Deferred revenue - related party recognized					3,300
Janssen Pharmaceuticals Inc \| Asset Purchase Agreement
Related Party Transaction [Line Items]
Milestone payment allocated to performance obligations					20,982
Deferred revenue recognized as service revenue during the three-month period					(697)
Initial agreement term	4 years
Written days-notice to terminate agreement	90 days
Non-refundable upfront cash funding			$ 65,000
Milestone funding for extension of RPGR product clinical trials					50,000
Milestone funding for development of drug substances			10,000
Milestone funding for development of drug products			5,000
Milestone funding for sale of drug products in the US			175,000
Milestone funding for sale of drug products in the UK, France, Germany, Spain and Italy			75,000
Milestone funding for transfer of manufacturing technology			25,000
Milestone funding upon regulatory approval			10,000
Deferred revenue - related party included in contract price of license agreement			30,600
Variable consideration for services included in contract price of license agreement			1,800
Contract price of license agreement			92,300
Offsetting credit for transition services			5,100
Performance obligation for process performance qualification services			2,900
Performance obligation for commercial supply of RPGR product			6,900
Performance obligation for manufacturing technology transfer			28,700
Performance obligation for sale of nonfinancial assets			53,800
Milestone funding allocated to process performance qualification services					1,600
Milestone funding allocated to commercial supply of RPGR product					3,800
Milestone funding allocated to manufacturing technology transfer					15,600
Milestone funding allocated to sale of nonfinancial assets					29,000
Janssen Pharmaceuticals Inc \| Asset Purchase Agreement \| Maximum
Related Party Transaction [Line Items]
Contingent Funding Available			$ 350,000
Janssen Pharmaceuticals Inc \| Asset Purchase Agreement \| Service revenue - related party
Related Party Transaction [Line Items]
Deferred revenue - related party recognized					$ 700
Janssen Pharmaceuticals Inc \| Research, development and commercialization of gene therapies \| Collaboration Agreement
Related Party Transaction [Line Items]
Milestone funding				$ 30,000
Non-refundable upfront cash funding		$ 100,000
Janssen Pharmaceuticals Inc \| Clinical IRD Product Candidate development \| Collaboration Agreement
Related Party Transaction [Line Items]
Percentage of clinical and commercialization costs to be paid by related party		100.00%
Royalties receivable, as a percentage		20.00%
Milestone funding				$ 30,000
Janssen Pharmaceuticals Inc \| Clinical IRD Product Candidate development \| Collaboration Agreement \| Maximum
Related Party Transaction [Line Items]
Additional development and commercialization milestones		$ 340,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,442)	$ (30,364)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases

3 Months Ended

Mar. 31, 2024

Leases

Leases

9. Leases

The Company has commitments under operating leases for laboratory, warehouse, clinical trial sites and office space. The Company also has finance leases for manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from 3 years to 191 years. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments.

Total rent expense under these leases was $1.4 million and $1.4 million for the three-month periods ended March 31, 2024 and 2023, respectively.

There were no leases recognized during the three-month periods ended March 31, 2024 and 2023.

The components of lease cost for the three-month periods ended March 31, 2024 and 2023 are as follows (in thousands):


	Three-Month Periods Ended March 31,
	2024		2023
Finance lease cost
Amortization of right-of-use assets	$	281	$	281
Interest on lease liabilities		—		—
Total finance lease cost		281		281
Operating lease cost		1,437		1,361
Short-term lease cost		41		39
Total lease cost	$	1,759	$	1,681

Amounts reported in the condensed consolidated balance sheets for leases where the Company is the lessee as of March 31, 2024 and December 31, 2023 were as follows (in thousands):


	March 31			December 31,
	2024			2023
Operating leases
Right-of-use asset	$	14,835		$	15,910
Capitalized lease obligations	$	15,984		$	17,145
Finance leases
Right-of-use asset	$	23,687		$	24,432
Capitalized lease obligations	$	—		$	—
Weighted-average remaining lease term
Operating leases		4.1	years		4.3	years
Finance leases		174.6	years		174.8	years
Weighted-average discount rate
Operating leases		8.8	%		8.8	%
Finance leases		8.0	%		8.0	%

Other information related to leases for the three-month periods ended March 31, 2024 and 2023 are as follows (in thousands):


	Three-Month Periods Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	—	$	—
Operating cash flows from operating leases	$	1,419	$	1,384
Financing cash flows from finance leases	$	—	$	—

Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	—	$	—
Finance leases	$	—	$	—

Future minimum lease payments under non-cancellable leases as of March 31, 2024 are as follows (in thousands):


	Operating Leases
2024	$	4,117
2025		5,495
2026		5,585
2027		1,608
2028		1,319
Thereafter		691
Total undiscounted lease payments	$	18,815
Less: Imputed interest		(2,831)
Total lease liabilities	$	15,984

Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 6,960	$ 6,432
Employee Stock Option
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	2,688	3,229
Restricted Share Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	4,272	3,203
Research and Development Expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	2,875	3,026
Research and Development Expenses \| Employee Stock Option
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,635	2,046
Research and Development Expenses \| Restricted Share Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,240	980
General and Administrative Expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	4,085	3,406
General and Administrative Expenses \| Employee Stock Option
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,053	1,183
General and Administrative Expenses \| Restricted Share Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 3,032	$ 2,223

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2024

Organization and Basis of Presentation

Organization and Basis of Presentation

1. Organization and Basis of Presentation

The Company

MeiraGTx Holdings plc and subsidiaries (the “Company” or “Meira Holdings”), an exempted company incorporated under the laws of the Cayman Islands, is a vertically integrated, clinical-stage gene therapy company with a broad pipeline of late-stage clinical programs supported by end-to-end manufacturing capabilities. The Company has an internally developed manufacturing platform process, internal plasmid production for good manufacturing practices (“GMP”), two GMP viral vector production facilities as well as an in-house Quality Control hub for stability and release, all fit for IND through commercial supply. The Company has core capabilities in viral vector design and optimization and a potentially transformative riboswitch gene regulation platform technology that allows for the precise, dose-responsive control of gene expression by oral small molecules. The Company is focusing the riboswitch platform on delivery of metabolic peptides including GLP-1, GIP, glucagon and PYY using oral small molecules, as well as cell therapy for oncology and autoimmune diseases. Although initially focusing on the eye, central nervous system, and salivary gland, the Company has developed the technology to apply genetic medicine to more common diseases, increasing efficacy, addressing novel targets, and expanding access in some of the largest disease areas where the unmet need remains great. The Company also owns and operates a GMP, multi-product, multi-viral vector manufacturing facility in London, United Kingdom (“UK”), which includes fill and finish capabilities and can supply the Company’s clinical and potential commercial material. Additionally, the Company’s second, large scale viral vector manufacturing facility and its first plasmid and DNA production facility in Shannon, Ireland, both of which are designed to meet GMP requirements, came online in 2022.

Asset Purchase and Related Agreements with Janssen Pharmaceuticals, Inc.

On January 30, 2019, the Company entered into a Collaboration, Option and License Agreement with Janssen Pharmaceuticals, Inc. (“Janssen”), one of the Janssen Pharmaceuticals Companies of Johnson & Johnson (the “Collaboration Agreement”), for the research, development and commercialization of gene therapies for the treatment of inherited retinal diseases (“IRD”). Under the terms of the Collaboration Agreement, the Company received an upfront payment of $100.0 million in March 2019 and a $30.0 million milestone payment in December 2021. The Company also received funding for certain research, manufacturing, clinical development and commercialization costs, and had the potential to obtain additional milestone payments upon the achievement of such milestones and royalties on future net sales of products. On December 20, 2023, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Janssen pursuant to which the Company sold and assigned to Janssen, and Janssen purchased and assumed, that certain License Agreement, dated February 5, 2019, by and between UCL Business Plc (now UCL Business Ltd.) (“UCLB”), on the one hand, and MeiraGTx UK II Limited and MeiraGTx Limited, on the other hand (the “UCLB RPGR License Agreement”), relating to the research, development, manufacture and exploitation of botaretigene sparoparvovec, or bota-vec (formerly referred to as AAV-RPGR), for the treatment of X-linked retinitis pigmentosa related to mutations in the retinitis pigmentosa GTPase regulator gene, or XLRP-RPGR (the “RPGR Product”), and other related assets as described in the Asset Purchase Agreement. In connection with entering into the Asset Purchase Agreement, the Company entered into a Termination Agreement with Janssen terminating the Collaboration Agreement. The Company and Janssen also entered into a Supply Agreement on December 20, 2023 (the “Supply Agreement”) pursuant to which the Company agreed to manufacture and supply the RPGR Product for Janssen.

Under the Asset Purchase Agreement, Janssen paid the Company a non-refundable upfront cash payment of $65.0 million in December 2023. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Janssen agreed to pay the Company future contingent consideration of up to an aggregate of $350.0 million, as follows: (i) a milestone payment of $50.0 million in connection with the achievement of the initiation of the extension study for the Phase 3 LUMEOS clinical trial for the RPGR Product, which milestone was achieved during the first quarter of 2024; (ii) $10.0 million upon completion of certain specified development services for the drug substance for the RPGR Product; (iii) $5.0 million upon completion of certain specified

development services for the drug product for the RPGR Product; (iv) $175.0 million upon the first commercial sale of an RPGR Product in the United States; (v) $75.0 million upon the first commercial sale of an RPGR Product in at least one of the United Kingdom, France, Germany, Spain and Italy; (vi) $25.0 million upon completion of the transfer of certain manufacturing technology for drug substance and drug product from the Company to Janssen; and (vii) $10.0 million upon regulatory approval of a Janssen-selected manufacturing facility in each of the United States and European Union for commercial manufacture of the RPGR Product. Janssen is also responsible for any royalty or milestone amounts that become payable on the RPGR Product under the UCLB RPGR License Agreement.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Interim Financial Statements

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary in order to make the condensed consolidated financial statements not misleading. Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

Liquidity

The Company has not yet achieved profitable operations. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. The Company’s accumulated deficit at March 31, 2024 totaled $574.7 million, and management expects to incur substantial losses in future periods. The success of the Company is subject to certain risks and uncertainties, including, among others: uncertainty of product development; competition in the Company’s field of use; uncertainty of capital availability; uncertainty in the Company’s ability to enter into agreements with collaborative partners; expanding and protecting the Company’s intellectual property portfolio; dependence on third parties; and dependence on key personnel. For the three months ended March 31, 2024, the Company used $36.7 million in cash flows from operations and there are no assurances that the Company will generate positive cash flows in the future. Additionally, there are no assurances that the Company will be successful in obtaining an adequate level of financing for the development and commercialization of its product candidates.

As of March 31, 2024, the Company had cash, cash equivalents and restricted cash in the amount of $120.3 million, which consisted of depository accounts and money market accounts held at large international banks. The Company estimates that its cash, cash equivalents on-hand and accounts receivable – related party at March 31, 2024, will be sufficient to cover its expenses for at least the next twelve months from the date of issuance of these condensed consolidated financial statements.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

The Company’s capital resources and operations to date have been funded primarily with the proceeds from the Collaboration Agreement, Asset Purchase Agreement and private and public equity offerings, as well as the proceeds from the debt financing described in Note 10. In the future, the Company may seek to raise additional capital through equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources to enable it to complete the development and potential commercialization of its product candidates.

Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 1,419	$ 1,384

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share Option Activity


					Weighted-
			Weighted-		Average
			Average		Remaining
		Number of	Exercise		Contractual
		Options	Price		Term (years)
Outstanding at December 31, 2023		8,226,707	$	12.96	6.35	years
Granted		365,100	$	6.16
Exercised		—	$	—
Forfeited		(107,163)	$	16.00
Outstanding at March 31, 2024		8,484,644	$	12.65	6.17	years
Options exercisable at March 31, 2024		6,203,005	$	13.13	5.32	years
Options vested and expected to vest at March 31, 2024		8,484,644	$	12.65	6.17	years
Aggregate intrinsic value of options outstanding as of March 31, 2024	$	1,406
Aggregate intrinsic value of options exercisable as of March 31, 2024	$	1,406

Schedule of Inputs Used in Determining Fair Value of Share Options


	2024	2023
Risk-free interest rate	4.04 - 4.17%	3.91 - 4.11%
Expected volatility	67%	72%
Expected dividend yield	0%	0%
Expected term (in years)	3.6 - 6.1	6.1

Schedule of Restricted Share Unit (RSU) Activity


		Weighted-
	Number of	Average
	Restricted	Grant Date
	Share Units	Fair Value
Outstanding at December 31, 2023	2,661,250	$	15.24
Granted	2,223,500	$	6.16
Vested	(790,000)	$	20.45
Outstanding at March 31, 2024	4,094,750	$	9.30

Schedule of Share-Based Compensation Expense


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	2,875	$	3,026
General and administrative		4,085		3,406
Total share-based compensation	$	6,960	$	6,432

Employee Stock Option

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-Based Compensation Expense


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	1,635	$	2,046
General and administrative		1,053		1,183
Total share-based compensation	$	2,688	$	3,229

Restricted Share Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-Based Compensation Expense


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	1,240	$	980
General and administrative		3,032		2,223
Total share-based compensation	$	4,272	$	3,203

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
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-Topic 718
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+ Details

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Anti-dilutive Securities Excluded from EPS (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS	13,464,394	11,796,179
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS	8,484,644	8,233,380
Restricted Share Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS	4,094,750	2,738,750
Stock Appreciation Rights (SARs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS	185,000	110,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS	700,000	700,000
Restricted Ordinary Shares Subject to Forfeiture
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from EPS		14,049

Equity Method and Other Investments (Tables)

3 Months Ended

Mar. 31, 2024

Equity Method and Other Investments

Schedule of equity method and other investments


		March 31, 2024
Investee	Investment Type	Ownership Percentage		Carrying Value		Cost Basis
Visiogene LLC	Equity Method Investment	25	%	$	5,150	$	5,165
Other	Equity Investment	0.9	%		1,616		1,500
Total equity method and other investments				$	6,766	$	6,665

Equity Method and Other Investments

3 Months Ended

Mar. 31, 2024

Equity Method and Other Investments

Equity Method and Other Investments

3. Equity Method and Other Investments

The Company’s investments consist of the following (in thousands):


		March 31, 2024
Investee	Investment Type	Ownership Percentage		Carrying Value		Cost Basis
Visiogene LLC	Equity Method Investment	25	%	$	5,150	$	5,165
Other	Equity Investment	0.9	%		1,616		1,500
Total equity method and other investments				$	6,766	$	6,665

Debt Financing

3 Months Ended

Mar. 31, 2024

Debt Financing

Debt Financing

10. Debt Financing

On August 2, 2022 the Company, and the Subsidiary Guarantors, entered into the Financing Agreement with Perceptive. On December 19, 2022, the Financing Agreement was converted to a Notes Purchase Agreement between the same parties and under substantially the same terms and conditions as the Financing Agreement, subject to certain customary note constitution terms. The Company and the Subsidiary Guarantors entered into a Consent and Amendment with Perceptive on August 10, 2023 (the “First Consent and Amendment), and the Company and the

Subsidiary Guarantors entered into a second Consent and Amendment with Perceptive on December 20, 2023 (the “Second Consent and Amendment”).

The Notes Purchase Agreement provides for an initial $75.0 million notes issuance (the “Tranche 1 Notes”). Pursuant to the First Consent and Amendment, the Company may request in its sole discretion, and Perceptive has agreed to subscribe to purchase upon such request, an additional $25.0 million notes issuance (the “Tranche 2 Notes”) at any time before August 2, 2024 subject to the terms of the Notes Purchase Agreement. Previously, the Company’s request for issuance of the Tranche 2 Notes was to be determined at Perceptive’s sole discretion. The Notes Purchase Agreement matures on August 2, 2026 and is interest-only during the term. The Company has the option to redeem outstanding principal notes at any time along with an applicable early redemption fee. Under each of the First Consent and Amendment and the Second Consent and Amendment, the Notes Purchase Agreement was amended to increase the applicable early redemption fee. Outstanding amounts under the Notes Purchase Agreement bear interest at a fluctuating rate per annum equal to 10.00% plus the secured overnight financing rate administered by the Federal Reserve Bank of New York for a one-month tenor, subject to a 1.00% floor. The annual interest rate was 15.36% at March 31, 2024. As of March 31, 2024, the outstanding balance of the Tranche 1 Notes was $75.0 million plus accrued interest of $2.9 million. During the three-month periods ended March 31, 2024 and 2023, the Company recorded interest expense of $2.9 million and $2.7 million, respectively.

The Company’s obligations under the Notes Purchase Agreement are secured by the Company’s London, UK and Shannon, Ireland manufacturing facilities, $3.0 million of the Company’s cash and the bank accounts of the Subsidiary Guarantors, and the issued and outstanding equity interests of the Subsidiary Guarantors.

The Notes Purchase Agreement imposes certain covenants and restrictions on the Company and the Subsidiary Guarantors, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) limitations on certain investments, (iv) making distributions, dividends and other payments, (v) mergers, consolidations and acquisitions, (vi) dispositions of assets, (vii) the Company’s maintenance of at least $3.0 million in a U.S. bank account, (viii) transactions with affiliates, (ix) changes to governing documents, (x) changes to certain agreements and leases and (xi) changes in control; however, certain of these restrictions contain exceptions which allow the Company to license, sell and monetize assets in its AAV-hAQP1 program in development to treat radiation-induced xerostomia, its AAV-GAD program in development to treat Parkinson’s disease and its gene regulation platform technologies. As of March 31, 2024, the Company is in compliance with all covenants.

In connection with entering into the Financing Agreement, the Company granted warrants to Perceptive to purchase up to (i) 400,000 ordinary shares of the Company at an exercise price of $15.00 per share and (ii) 300,000 ordinary shares of the Company at an exercise price of $20.00 per share. The warrants are exercisable immediately and expire on August 2, 2027. The Company recorded a debt discount of $2.3 million for the allocated fair value of the warrants.

The Company also capitalized certain lender and legal costs associated with the Notes Purchase Agreement totaling $2.1 million, which were recorded as a discount to the loan. The aggregate discount of $4.4 million is being amortized to interest expense over the term of the Notes Purchase Agreement. The Company amortized $0.3 million and $0.3 million of the discount to interest expense during the three-month periods ended March 31, 2024 and 2023, respectively. At March 31, 2024, the remaining unamortized discount was $2.6 million.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Schedule of Deferred Revenue Recognition


Deferred revenue at December 31, 2023	$	36,943
Milestone payment allocated to performance obligations		20,982
Deferred revenue recognized as service revenue during the three-month period ended March 31, 2024		(697)
Effects of exchange rate changes		(125)
Deferred revenue at March 31, 2024	$	57,103

Ordinary Shares

3 Months Ended

Mar. 31, 2024

Ordinary Shares

Ordinary Shares

6. Ordinary Shares

In December 2023, the Company entered into an “at-the-market” sales agreement with BofA Securities, Inc., or BofA, pursuant to which the Company may sell from time to time, ordinary shares having an aggregate offering price of up to $100.0 million through BofA, acting as the Company’s agent. During the three-month period ended March 31, 2024, the Company raised gross proceeds of $1.6 million through the sale of 256,328 ordinary shares pursuant to an “at-the-market” equity offering program. Under the “at-the-market” equity program which is currently effective and may remain available for the Company to use in the future, the Company may sell an additional $98.4 million of ordinary shares. Whether the Company chooses to affect future sales under the “at-the-market” equity offering program will depend on a number of factors, including, among others, market conditions and the trading price of the Company’s ordinary shares relative to other sources of capital.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions - Revenue Recognition (Details) - Janssen Pharmaceuticals Inc - Asset Purchase Agreement $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Related Party Transaction [Line Items]
Deferred revenue at the beginning	$ 36,943
Milestone payment allocated to performance obligations	20,982
Deferred revenue recognized as service revenue during the three-month period	(697)
Effects of exchange rate changes	(125)
Deferred revenue at the end	$ 57,103

Share-Based Compensation - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average remaining contractual life of options, outstanding	6 years 2 months 1 day		6 years 4 months 6 days
Fair value of options, Vested	$ 4,300,000	$ 6,200,000
Weighted-average grant date fair value of options granted \| $ / shares		$ 5.77
Total share-based compensation	6,960,000	$ 6,432,000
Modifications to share-based compensation	0
Excess tax benefits in cash flows from operations	0	0
General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	4,085,000	3,406,000
Research and Development Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 2,875,000	3,026,000
Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period expected to realize unrecognized compensation expense	3 years 9 months 18 days
Total compensation expense not yet recognized relating to unvested RSUs	$ 31,100,000
Total share-based compensation	$ 4,272,000	3,203,000
Withheld ordinary shares \| shares	348,652		179,696
Taxes withheld on issuance of share-based awards	$ 2,200,000		$ 1,200,000
Restricted Share Units \| General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	3,032,000	2,223,000
Restricted Share Units \| Research and Development Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	1,240,000	980,000
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of options, Vested	$ 4,300,000	$ 6,200,000
Weighted-average grant date fair value of options granted \| $ / shares	$ 3.91	$ 5.77
Total unvested options compensation expense not yet recognized	$ 16,100,000
Period expected to realize unrecognized compensation expense	3 years 9 months 18 days
Total share-based compensation	$ 2,688,000	$ 3,229,000
Employee Stock Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term	P10Y
Employee Stock Option \| General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 1,053,000	1,183,000
Employee Stock Option \| Research and Development Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 1,635,000	$ 2,046,000
Two Participants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of participants in share-based compensation plan		2
Modifications to share-based compensation		$ 100,000
Two Participants \| General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modifications to share-based compensation		20,000.00
Two Participants \| Research and Development Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modifications to share-based compensation		$ 80,000.00
First Anniversary \| Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Vesting period	36 months
First Anniversary \| Directors \| Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	36 months
Second Anniversary \| Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Third Anniversary \| Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Fourth Anniversary \| Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%

Leases - Schedule of Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Operating leases
Right-of-use asset	$ 14,835	$ 15,910
Capitalized lease obligations	$ 15,984	$ 17,145
Operating Lease, Liability, Statement of Financial Position [Extensible List]	mgtx:LeaseObligationsNonCurrent	mgtx:LeaseObligationsNonCurrent
Finance leases
Right-of-use asset	$ 23,687	$ 24,432
Weighted-average remaining lease term
Operating leases	4 years 1 month 6 days	4 years 3 months 18 days
Finance leases	174 years 7 months 6 days	174 years 9 months 18 days
Weighted-average discount rate
Operating leases	8.80%	8.80%
Finance leases	8.00%	8.00%

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Asset Retirement Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Asset Retirement Obligation [Abstract]
Asset retirement obligations at beginning of period	$ 2,401	$ 2,179
Amortization of interest on asset retirement obligations	48	44
Effects of exchange rate on asset retirement obligations	(9)	15
Asset retirement obligations at end of period	$ 2,440	$ 2,238

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases

Schedule of Components of Lease Cost


	Three-Month Periods Ended March 31,
	2024		2023
Finance lease cost
Amortization of right-of-use assets	$	281	$	281
Interest on lease liabilities		—		—
Total finance lease cost		281		281
Operating lease cost		1,437		1,361
Short-term lease cost		41		39
Total lease cost	$	1,759	$	1,681

Schedule of Amounts Reported in the Consolidated Balance Sheets for Leases


	March 31			December 31,
	2024			2023
Operating leases
Right-of-use asset	$	14,835		$	15,910
Capitalized lease obligations	$	15,984		$	17,145
Finance leases
Right-of-use asset	$	23,687		$	24,432
Capitalized lease obligations	$	—		$	—
Weighted-average remaining lease term
Operating leases		4.1	years		4.3	years
Finance leases		174.6	years		174.8	years
Weighted-average discount rate
Operating leases		8.8	%		8.8	%
Finance leases		8.0	%		8.0	%

Schedule of Other Information Related to Leases


	Three-Month Periods Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	—	$	—
Operating cash flows from operating leases	$	1,419	$	1,384
Financing cash flows from finance leases	$	—	$	—

Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	—	$	—
Finance leases	$	—	$	—

Schedule of Future Minimum Payments Under Non-cancellable Leases


	Operating Leases
2024	$	4,117
2025		5,495
2026		5,585
2027		1,608
2028		1,319
Thereafter		691
Total undiscounted lease payments	$	18,815
Less: Imputed interest		(2,831)
Total lease liabilities	$	15,984

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Accrued Expenses

Schedule of Accrued Expenses


	March 31,		December 31,
	2024		2023
Clinical trial costs	$	5,610	$	8,713
Research and development		2,646		5,834
Professional fees		2,424		6,499
Consulting		1,966		2,104
Compensation and benefits		1,961		12,129
Manufacturing costs		1,804		2,634
Fixed assets		641		1,472
Rent and facilities costs		138		142
Other		163		176
Interest on Tranche 1 Notes		—		2,936
	$	17,353	$	42,639

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

7. Income Taxes

The Company did not record a provision for income taxes for the three-month periods ended March 31, 2024 and 2023, as the Company has generated losses for all periods.

The Company periodically evaluates the realizability of its deferred tax assets based on all available evidence, both positive and negative. The realization of deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. The Company weighed both positive and negative evidence and determined that there is a continued need for a full valuation allowance on its deferred tax assets (after consideration of the reversal of the deferred tax liabilities for the ROU assets and fixed assets) in the United States, United Kingdom, Ireland and Netherlands as of March 31, 2024. Should the Company determine that it would be able to realize its remaining deferred tax assets in the foreseeable future, an adjustment to its remaining deferred tax assets would cause a material increase to income in the period such determination is made.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Related Party Transactions - Performance Obligation (Details) - Asset Purchase Agreement - Janssen Pharmaceuticals Inc - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-31 $ in Millions	Mar. 31, 2024 USD ($)
Related Party Transaction [Line Items]
Unsatisfied performance obligation, amount	$ 57.1
Unsatisfied performance obligation, expected recognition period	3 years 9 months 18 days

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Expenses
Clinical trial costs	$ 5,610	$ 8,713
Research and development	2,646	5,834
Professional fees	2,424	6,499
Consulting	1,966	2,104
Compensation and benefits	1,961	12,129
Manufacturing costs	1,804	2,634
Fixed assets	641	1,472
Rent and facilities costs	138	142
Other	163	176
Interest on Tranche 1 Notes		2,936
Accrued expenses	$ 17,353	$ 42,639

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Certain of the Company’s significant accounting policies are described below. All of the Company’s significant accounting policies are disclosed in the notes to the audited consolidated financial statements as of and for the year ended December 31, 2023 included in the Company’s Form 10-K.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Meira Holdings and its wholly owned subsidiaries:

MeiraGTx Limited, a limited company incorporated under the laws of England and Wales;

MeiraGTx, LLC, a Delaware limited liability company (“Meira LLC”);

MeiraGTx UK II Limited, a limited company incorporated under the laws of England and Wales (“Meira UK II”);

MeiraGTx Ireland DAC, a designated activity company incorporated under the laws of Ireland (“Meira Ireland”);

MeiraGTx Netherlands, B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira Netherlands”);

MeiraGTx Belgium, a private company with limited liability incorporated under the laws of Belgium (“Meira Belgium”);

BRI-Alzan, Inc., a Delaware corporation (“BRI-Alzan”);

MeiraGTx Bio, Inc., a Delaware corporation (“Meira Bio”);

MeiraGTx B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira B.V.”);

MeiraGTx Neurosciences, Inc., a Delaware corporation (“Meira Neuro”);

MeiraGTx Therapeutics, Inc., a Delaware corporation (“Meira Therapeutics”); and

MeiraGTx UK Limited, a limited company incorporated under the laws of England and Wales (“Meira UK”).

All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation.

Use of Estimates

Restricted Cash


	March 31,		December 31,
	2024		2023
Cash and cash equivalents	$	119,206	$	129,566
Restricted cash		1,059		1,083
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows	$	120,265	$	130,649

Fair Value Measurements

●

Level 1: Observable inputs such as quoted prices in active markets for identical assets the reporting entity has the ability to access as of the measurement date;

●

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands):


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	March 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2024		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	71,348	$	71,348	$	—	$	—
Restricted cash	$	1,059	$	1,059	$	—	$	—


	Fair Value Measurement Using:
			Significant		Significant Other		Significant
	December 31,		Observable Inputs		Observable Inputs		Unobservable
Description	2023		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	46,868	$	46,868	$	—	$	—
Restricted cash	$	1,083	$	1,083	$	—	$	—

Equity Method and Other Investments

Leases

Key estimates and judgments include how the Company determined (1) the discount rate used to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.

Asset Retirement Obligations

The change in asset retirement obligations is as follows (in thousands):


	For the Three-Month Periods Ended March 31,
	2024		2023
Balance at beginning of period	$	2,401	$	2,179
Amortization of interest		48		44
Effects of exchange rate changes		(9)		15
Balance at end of period	$	2,440	$	2,238

IDA Ireland Grant

Collaboration Arrangements

Refer to the discussion in Note 8 for further information related to the accounting for the Collaboration Agreement.

Revenue Recognition

identify the contract(s) with a customer;

ii.

identify the performance obligations in the contract;

iii.

determine the transaction price;

iv.

allocate the transaction price to the performance obligations within the contract; and

recognize revenue when (or as) the entity satisfies a performance obligation.

expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party.

The Company’s collaboration and revenue arrangements include the following:

to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires.

Research and Development

Net Loss per Ordinary Share


	March 31,	March 31,
	2024	2023
Share options	8,484,644	8,233,380
Restricted share units	4,094,750	2,738,750
Deferred share units	185,000	110,000
Warrants	700,000	700,000
Restricted ordinary shares subject to forfeiture	—	14,049
	13,464,394	11,796,179

Segment Information

Management has concluded it has a single reporting segment for purposes of reporting financial condition and results of operations.

The Company’s license revenue, research funding and deferred revenue from the Collaboration Agreement were generated in the United Kingdom.

The following table summarizes long-lived assets by geographical area (in thousands):


	March 31,		December 31,
	2024		2023
United States	$	10,190	$	11,071
United Kingdom		32,116		33,798
European Union		108,666		112,487
	$	150,972	$	157,356

Recent Accounting Pronouncements Not Yet Adopted

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Compensation

Share-Based Compensation

5. Share-Based Compensation

Equity Incentive Plans

The Company’s 2018 Incentive Award Plan and 2016 Equity Incentive Plan (collectively, the “Plans”) were adopted by the Company’s board of directors and shareholders. Under the Plans, the Company has granted share options and restricted share units (“RSUs”) to selected officers, employees, non-employee members of the board of directors and non-employee consultants. The Company’s board of directors or a committee thereof administers the Plans. Upon the adoption of the 2018 Incentive Award Plan, the Company ceased issuing awards under the 2016 Equity Incentive Plan.

Options

A summary of the Company’s share option activity related to employees, non-employee members of the board of directors and non-employee consultants as of December 31, 2023 and for the three-month period ended March 31, 2024 is as follows (in thousands, except share and per share amounts):


					Weighted-
			Weighted-		Average
			Average		Remaining
		Number of	Exercise		Contractual
		Options	Price		Term (years)
Outstanding at December 31, 2023		8,226,707	$	12.96	6.35	years
Granted		365,100	$	6.16
Exercised		—	$	—
Forfeited		(107,163)	$	16.00
Outstanding at March 31, 2024		8,484,644	$	12.65	6.17	years
Options exercisable at March 31, 2024		6,203,005	$	13.13	5.32	years
Options vested and expected to vest at March 31, 2024		8,484,644	$	12.65	6.17	years
Aggregate intrinsic value of options outstanding as of March 31, 2024	$	1,406
Aggregate intrinsic value of options exercisable as of March 31, 2024	$	1,406

Options granted under the Plans have a maximum contractual term of ten years. Options granted generally vest 25% on the first anniversary of the date of grant and the balance ratably over the next 36 months. Options granted to directors when they join the board generally vest in 36 equal monthly installments following the date of grant, and annual options granted to directors generally vest on the earlier of the first anniversary of the date of grant or the day before the Company’s annual meeting of shareholders after the date of grant.

The Company recorded the following share-based compensation expense in connection with the options for the three-month periods ended March 31, 2024 and 2023 (in thousands):


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	1,635	$	2,046
General and administrative		1,053		1,183
Total share-based compensation	$	2,688	$	3,229

The total fair value of options vested during the three-month periods ended March 31, 2024 and 2023 was $4.3 million and $6.2 million, respectively.

The weighted-average grant date fair value of options granted during the three-month periods ended March 31, 2024 and 2023 was $3.91 per share and $5.77 per share, respectively.

The grant date fair values of the share options granted were estimated using the Black-Scholes option valuation model with the following ranges of assumptions:


	2024	2023
Risk-free interest rate	4.04 - 4.17%	3.91 - 4.11%
Expected volatility	67%	72%
Expected dividend yield	0%	0%
Expected term (in years)	3.6 - 6.1	6.1

As of March 31, 2024, the total compensation expense relating to unvested options granted that had not yet been recognized was $16.1 million, which is expected to be realized over a period of 3.8 years. The Company will issue shares upon exercise of options from ordinary shares reserved under the Plans.

Restricted Share Units

A summary of the Company’s RSU activity related to employees, non-employee members of the board of directors and non-employee consultants as of December 31, 2023 and for the three-month period ended March 31, 2024 is as follows:


		Weighted-
	Number of	Average
	Restricted	Grant Date
	Share Units	Fair Value
Outstanding at December 31, 2023	2,661,250	$	15.24
Granted	2,223,500	$	6.16
Vested	(790,000)	$	20.45
Outstanding at March 31, 2024	4,094,750	$	9.30

RSUs granted generally vest 50% on the second anniversary of the date of grant and 25% on the third and fourth anniversaries of the date of grant. Annual RSUs granted to directors generally vest in a single installment on the earliest to occur of the first anniversary of the grant date or the day immediately prior to the date of the next annual

meeting of the Company’s shareholders occurring after the date of grant. The RSUs granted to the directors in June 2021 will be paid on or within 30 days after the date a director ceases to serve on the board. For RSUs granted in June 2022 and future years, the directors may annually elect whether to defer the payment of their annual RSU awards under the Deferred Compensation Plan for Non-Employee Directors, which was adopted by the board on December 17, 2021. The related share-based compensation expense, which is recognized ratably over the requisite service period, is included in general and administrative and research and development expenses, as applicable, in the condensed consolidated statements of operations and comprehensive loss.

The Company recorded the following share-based compensation expense in connection with the RSUs for the three-month periods ended March 31, 2024 and 2023 (in thousands):


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	1,240	$	980
General and administrative		3,032		2,223
Total share-based compensation	$	4,272	$	3,203

As of March 31, 2024, the total compensation expense relating to unvested RSUs granted that had not yet been recognized was $31.1 million, which is expected to be realized over a period of 3.8 years.

To satisfy employee minimum statutory tax withholding requirements for restricted share units that vest, the Company withholds a portion of the vesting ordinary shares. During the three months ended March 31, 2024 and 2023, the Company withheld 348,652 and 179,696 ordinary shares with a total value of approximately $2.2 million and $1.2 million, respectively. These amounts are presented as a cash outflow from financing activities in the accompanying condensed consolidated statement of cash flows.

During the three-month periods ended March 31, 2024 and 2023, the Company recognized total share-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three-Month Periods Ended March 31,
	2024		2023
Research and development	$	2,875	$	3,026
General and administrative		4,085		3,406
Total share-based compensation	$	6,960	$	6,432

The Company did not modify any awards during the three-month period ended March 31, 2024. During the three-month period ended March 31, 2023, the Company modified certain awards for two participants and recognized $0.1 million related to the modifications, $0.08 million of which was recognized in research and development expense and $0.02 million was recognized in general and administrative expense. The terms of such modifications included, on an award-by-award basis, acceleration of the vesting period and/or extensions of the post-employment period to exercise.

The Company does not expect to realize any tax benefits from its share option activity or the recognition of share-based compensation expense because the Company currently has net operating losses and has a full valuation allowance against its deferred tax assets. Accordingly, no amounts related to excess tax benefits have been reported in cash flows from operations or cash flows from financing activities for the three-month periods ended March 31, 2024 and 2023.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (20,442)	$ (30,364)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	6,960	6,432
Foreign currency loss (gain)	535	(3,857)
Depreciation and amortization	3,275	3,092
Net change in right-of-use assets and liabilities	(36)	(24)
Amortization of interest on asset retirement obligations	48	44
Amortization of debt discount	273	266
Fair value adjustment		(54)
Gain on sale of nonfinancial assets	(29,018)
(Increase) decrease in operating assets:
Accounts receivable - related party	(1,603)	(14,137)
Prepaid expenses	530	1,235
Other current assets	626	136
Other assets, net	632
Increase (decrease) in operating liabilities:
Accounts payable	5,198	14,642
Accrued expenses	(24,231)	(11,469)
Other current liabilities	37
Deferred revenue - related party	20,475	(3,334)
Net cash used in operating activities	(36,741)	(37,392)
Cash flows from investing activities:
Purchase of property, plant and equipment	(1,678)	(8,605)
Proceeds from sale of nonfinancial assets	29,018
Net cash provided by (used in) investing activities	27,340	(8,605)
Cash flows from financing activities:
Payments of withholdings on shares withheld for income taxes	(2,221)	(1,231)
Proceeds from issuance of ordinary shares	1,586
Issuance costs in connection with ordinary shares	(635)
Net cash used in financing activities	(1,270)	(1,231)
Net decrease in cash, cash equivalents and restricted cash	(10,671)	(47,228)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	287	496
Cash, cash equivalents and restricted cash at beginning of the period	130,649	115,516
Cash, cash equivalents and restricted cash at end of the period	120,265	68,784
Supplemental disclosure of non-cash transactions:
Fixed asset acquisition included in accounts payable and accrued expenses at end of the period	1,558	3,162
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 2,953	$ 1,572

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - IDA Ireland Grant (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2021 EUR (€)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)
IDA Ireland Financial Assistance Grants
Government Assistance [Line Items]
Recognized grant income \| $		$ 0	$ 0
IDA Ireland Financial Assistance Grants \| Maximum
Government Assistance [Line Items]
Termination period (upon completion of capital investment)	5 years
IDA Ireland Financial Assistance Grants \| Minimum
Government Assistance [Line Items]
Termination period (from last grant payment)	5 years
IDA Ireland Employment Grants
Government Assistance [Line Items]
Grant funding received				$ 600,000	€ 500,000
IDA Ireland Employment Grants \| Maximum
Government Assistance [Line Items]
Grant funding for each new job created	€ 1,000,000.0
IDA Ireland Employment Grants \| Minimum
Government Assistance [Line Items]
Grant funding for each new job created	€ 10,000
Aggregate number of new jobs required to receive Grant benefits	100
Vacant job duration prompting repayment of grant funding	6 months
IDA Ireland Capital Grants
Government Assistance [Line Items]
Grant funding received				$ 400,000	€ 400,000
IDA Ireland Capital Grants \| Maximum
Government Assistance [Line Items]
Grant amount for machinery and equipment	€ 1,200,000
IDA Ireland Capital Grants \| Minimum
Government Assistance [Line Items]
Grant amount for machinery and equipment (percent of actual expenditure)	4.00%
Aggregate number of new jobs required to receive Grant benefits	100
Expenditure requirement on eligible machinery and equipment	€ 30,000,000.0

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Revenue Recognition (Details)	3 Months Ended
	Mar. 31, 2024
Janssen Pharmaceuticals Inc \| Collaboration Agreement
Revenue Recognition, Milestone Method [Line Items]
Percentage of incurred R&D costs to be reimbursed by third parties	100

Share-Based Compensation - Summary of Restricted Share Units (Details) - Restricted Share Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of restricted share units
Number of restricted share units, Beginning balance \| shares	2,661,250
Number of restricted share units, Granted \| shares	2,223,500
Number of restricted share units, Vested \| shares	(790,000)
Number of restricted share units, Ending balance \| shares	4,094,750
Weighted-average grant date fair value
Weighted-average grant date fair value, Beginning balance \| $ / shares	$ 15.24
Weighted-average grant date fair value, Granted \| $ / shares	6.16
Weighted-average grant date fair value, Vested \| $ / shares	20.45
Weighted-average grant date fair value, Ending balance \| $ / shares	$ 9.30

Ordinary Shares (Details) - B of A Securities, Inc. - At-the-market Offering - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Class of Stock [Line Items]
Gross proceeds in sale of ordinary shares		$ 1.6
Sale of Stock, Number of Shares Issued in Transaction		256,328
Maximum
Class of Stock [Line Items]
Aggregate offering price in sale of ordinary shares	$ 100.0
Value of ordinary shares available for future sale		$ 98.4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Ordinary Shares	Capital in Excess of Par Value	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Beginning Equity Balance at Dec. 31, 2022	$ 2	$ 581,893	$ 6,047	$ (470,204)	$ 117,738
Beginning Equity Balance (shares) at Dec. 31, 2022	48,477,209
Share based compensation activity		5,201			5,201
Share based compensation activity (shares)	209,054
Other comprehensive loss			(2,353)		(2,353)
Net loss for the period ended March 31				(30,364)	(30,364)
Ending Equity Balance at Mar. 31, 2023	$ 2	587,094	3,694	(500,568)	90,222
Ending Equity Balance (shares) at Mar. 31, 2023	48,686,263
Beginning Equity Balance at Dec. 31, 2023	$ 2	693,841	(1,435)	(554,231)	138,177
Beginning Equity Balance (shares) at Dec. 31, 2023	63,601,015
Share based compensation activity		4,739			4,739
Share based compensation activity (shares)	441,348
Issuance of shares in at-the-market offering		1,586			1,586
Issuance of shares in at-the-market offering (shares)	256,328
Issuance costs in connection with ordinary shares		(635)			(635)
Other comprehensive loss			(1,691)		(1,691)
Net loss for the period ended March 31				(20,442)	(20,442)
Ending Equity Balance at Mar. 31, 2024	$ 2	$ 699,531	$ (3,126)	$ (574,673)	$ 121,734
Ending Equity Balance (shares) at Mar. 31, 2024	64,298,691

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Non-Current Assets by Geographical Area (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	$ 150,972	$ 157,356
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	10,190	11,071
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	32,116	33,798
European Union
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	$ 108,666	$ 112,487

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Commitments and Contingencies

11. Commitments and Contingencies

There were no new material commitments or contingencies entered into during the three-month period ended March 31, 2024.

Related Party Transactions - Financing Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Nov. 09, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 19, 2022	Feb. 27, 2019
Related Party Transaction [Line Items]
Common stock, shares issued		64,298,691	63,601,015
Offering costs		$ 635
JJDC \| Securities Purchase Agreement \| Private Placement \| Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares issued	3,742,514				2,898,550
Common stock, price per share	$ 6.68
Proceeds from Issuance of Private Placement	$ 25,000
Perceptive Advisors, LLC \| Notes Purchase Agreement
Related Party Transaction [Line Items]
Equity ownership in outstanding ordinary shares				10.00%

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Accrued Expenses

Accrued Expenses

4. Accrued Expenses

Accrued expenses for the periods presented are comprised of the following (in thousands):


	March 31,		December 31,
	2024		2023
Clinical trial costs	$	5,610	$	8,713
Research and development		2,646		5,834
Professional fees		2,424		6,499
Consulting		1,966		2,104
Compensation and benefits		1,961		12,129
Manufacturing costs		1,804		2,634
Fixed assets		641		1,472
Rent and facilities costs		138		142
Other		163		176
Interest on Tranche 1 Notes		—		2,936
	$	17,353	$	42,639

Organization and Basis of Presentation (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended
	Dec. 31, 2023	Dec. 31, 2021	Mar. 31, 2019	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Accumulated deficit	$ (554,231)			$ (574,673)
Cash flows from operations				(36,741)	$ (37,392)
Cash, cash equivalents	130,649			120,265	$ 68,784	$ 115,516
Janssen Pharmaceuticals Inc \| Collaboration Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Initial funding			$ 100,000
Milestone funding		$ 30,000
Janssen Pharmaceuticals Inc \| Asset Purchase Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Non-refundable upfront cash funding	65,000
Milestone funding for extension of RPGR product clinical trials				$ 50,000
Milestone funding for development of drug substances	10,000
Milestone funding for development of drug products	5,000
Milestone funding for sale of drug products in the US	175,000
Milestone funding for sale of drug products in the UK, France, Germany, Spain and Italy	75,000
Milestone funding for transfer of manufacturing technology	25,000
Milestone funding upon regulatory approval	10,000
Maximum \| Janssen Pharmaceuticals Inc \| Asset Purchase Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Contingent Funding Available	$ 350,000

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	Apr. 30, 2024
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Entity File Number	001-38520
Entity Registrant Name	MeiraGTx Holdings plc
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1448305
Entity Address, Address Line One	450 East 29th Street
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	646
Local Phone Number	860-7985
Title of 12(b) Security	Ordinary Shares,$0.00003881 par value per share
Trading Symbol	MGTX
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		64,306,613
Entity Central Index Key	0001735438
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease rent expenses	$ 1,400	$ 1,400
Right-of-use asset	14,835		$ 15,910
Operating lease liability	$ 15,984		$ 17,145
Minimum
Lessee, Lease, Description [Line Items]
Lease term	3 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term	191 years

Debt Financing (Details) - USD ($)		3 Months Ended
Debt Financing (Details) - USD ($)	Aug. 02, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Line of Credit Facility [Line Items]
Common stock, shares issued		64,298,691		63,601,015
Perceptive Credit Holdings \| Note Purchase Agreement
Line of Credit Facility [Line Items]
Unamortized debt discount, warrants		$ 2,300,000
Unamortized debt discount, legal costs		2,100,000
Unamortized debt discount, gross		4,400,000
Amortization of debt discount		300,000	$ 300,000
Remaining unamortized discount on debt, total		2,600,000
Perceptive Credit Holdings \| Note Purchase Agreement \| Exercise Price - Scenario I
Line of Credit Facility [Line Items]
Shares available through warrants	$ 400,000
Warrant exercise price	$ 15.00
Perceptive Credit Holdings \| Note Purchase Agreement \| Exercise Price - Scenario II
Line of Credit Facility [Line Items]
Shares available through warrants	$ 300,000
Warrant exercise price	$ 20.00
Perceptive Credit Holdings \| Note Purchase Agreement \| Term Loan
Line of Credit Facility [Line Items]
Initial face amount	$ 75,000,000.0
Unused borrowing capacity	$ 25,000,000.0
Term loan outstanding amount		$ 75,000,000.0
Interest rate at period-end		15.36%
Increase in accrued interest		$ 2,900,000
Interest expense on debt		2,900,000	$ 2,700,000
Obligations secured by UK and Ireland subsidiaries		3,000,000.0
Cash liquidity requirement		$ 3,000,000.0
Perceptive Credit Holdings \| Note Purchase Agreement \| Term Loan \| Base variable rate
Line of Credit Facility [Line Items]
Stated interest rate	10.00%
Perceptive Credit Holdings \| Note Purchase Agreement \| Term Loan \| SOFR
Line of Credit Facility [Line Items]
Floor percentage	1.00%
SOFR adjustment term	1 month

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On March 21, 2024, Alexandria Forbes, Ph.D., our President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 190,000 shares of the Company’s ordinary shares until June 5, 2025.
Name	Alexandria Forbes, Ph.D.
Title	President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	March 21, 2024
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Aggregate Available	190,000

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Operating Leases
2024	$ 4,117
2025	5,495
2026	5,585
2027	1,608
2028	1,319
Thereafter	691
Total undiscounted lease payments	18,815
Less: Imputed interest	(2,831)
Operating lease liability	$ 15,984	$ 17,145

Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases
Amortization of right-of-use assets	$ 281	$ 281
Total finance lease cost	281	281
Operating lease cost	1,437	1,361
Short-term lease cost	41	39
Total lease cost	$ 1,759	$ 1,681

Share-Based Compensation - Schedule of Grant Date Fair Values of the Share Options Granted Black-Scholes Valuation Model (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	4.04%	3.91%
Risk-free interest rate, maximum	4.17%	4.11%
Expected volatility	67.00%	72.00%
Expected dividend yield	0.00%	0.00%
Expected term (in years)		6 years 1 month 6 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	3 years 7 months 6 days	6 years 1 month 6 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies (Details)	Mar. 31, 2024
Commitments and Contingencies
Number of new material commitments	0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 119,206	$ 129,566
Accounts receivable - related party	10,915	10,138
Prepaid expenses	5,076	5,625
Tax incentive receivable	13,171	13,277
Other current assets	932	1,016
Total Current Assets	149,300	159,622
Property, plant and equipment, net	111,412	115,896
Intangible assets, net	1,038	1,118
Restricted cash	1,059	1,083
Other assets	1,138	1,917
Equity method and other investments	6,766	6,766
Right-of-use assets - operating leases, net	14,835	15,910
Right-of-use assets - finance leases, net	23,687	24,432
TOTAL ASSETS	309,235	326,744
CURRENT LIABILITIES:
Accounts payable	21,223	16,042
Accrued expenses	17,353	42,639
Lease obligations, current	4,188	4,193
Deferred revenue - related party, current	3,772	2,926
Other current liabilities	1,007	1,278
Total Current Liabilities	47,543	67,078
Deferred revenue - related party	53,331	34,017
Lease obligations	11,796	12,952
Asset retirement obligations	2,440	2,401
Note payable, net	72,391	72,119
TOTAL LIABILITIES	187,501	188,567
SHAREHOLDERS' EQUITY:
Ordinary Shares, $0.00003881 par value, 1,288,327,750 authorized, 64,298,691 and 63,601,015 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	2	2
Capital in excess of par value	699,531	693,841
Accumulated other comprehensive income	(3,126)	(1,435)
Accumulated deficit	(574,673)	(554,231)
Total Shareholders' Equity	121,734	138,177
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 309,235	$ 326,744