0001410578-23-000848 | 20-F | XBRL Viewer

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 13,249,945	$ 9,361,270
Prepaid expenses	465,244	2,173,528
Other current assets	99,543	90,301
Total current assets	13,814,732	11,625,099
Patent acquisition costs, net	16,880	22,929
Total assets	13,831,612	11,648,028
Current liabilities:
Accounts payable	946,658	1,788,563
Accrued expenses	3,148,090	3,184,883
Warrant liability	7,852,000	0
Other liability	94,118	0
Liability related to deposits received for share subscriptions	0	1,120,000
Total liabilities	12,040,866	6,093,446
Commitments and contingencies
Shareholders' equity:
Share capital of $0.0001 par value Authorized: 15,000,000,000 ordinary shares; issued and outstanding: 7,444,917,123 and 4,759,731,923 at December 31, 2022 and December 31, 2021, respectively	744,492	475,973
Additional paid-in capital	167,076,392	153,130,813
Capital redemption reserve	52,193,811	52,193,811
Accumulated other comprehensive loss	(770,839)	(540,967)
Accumulated deficit	(217,453,110)	(199,705,048)
Total shareholders' equity	1,790,746	5,554,582
Total liabilities and shareholders' equity	$ 13,831,612	$ 11,648,028

Summary of Significant Accounting Policies - Comprehensive Income (Loss) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Beginning Balance	$ (540,967)	$ (648,065)	$ (348,860)
Net current period other comprehensive income (loss)	(229,872)	107,098	(299,205)
Ending Balance	$ (770,839)	$ (540,967)	$ (648,065)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Shareholders' Equity - fair value calculations of warrants issued (Details)			12 Months Ended
	Mar. 10, 2022	Jan. 04, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shareholders' Equity
Expected dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%
Expected volatility	110.00%	110.00%
Risk-free interest	1.90%	1.40%
Expected life in years	5 years	5 years		6 years 3 months	6 years 3 months

Equity Incentive Plan - Stock-Based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 735,107	$ 314,650	$ 325,523
Unrecognized compensation	$ 2,739,097
Weighted average period	3 years 1 month 6 days
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 120,191	55,028	82,192
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 614,916	$ 259,622	$ 243,331

Equity Incentive Plan - Summarize the activity of the company unvested RSUs (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Shares/ Units
Granted (in shares) \| shares	21,475,400
Unvested at end of the period (in shares) \| shares	21,475,400
Weighted average grant date fair value per share
Granted (per share) \| $ / shares	$ 0.01
Weighted average grant date fair value per share, End of the period (per share) \| $ / shares	$ 0.01

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2022 shares
Document Information
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-36288
Entity Registrant Name	Akari Therapeutics, Plc
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	75/76 Wimpole Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1G 9RT
Entity Common Stock, Shares Outstanding	7,444,917,123
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	New York, New York
Entity Central Index Key	0001541157
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Business Contact
Document Information
Contact Personnel Name	Rachelle Jacques
Entity Address, Address Line One	75/76 Wimpole Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1G 9RT
City Area Code	44 20
Local Phone Number	8004 0270
American Depositary Shares
Document Information
Title of 12(b) Security	American Depositary Shares, each representing 100 Ordinary Shares, par value$0.0001 per share
Trading Symbol	AKTX
Security Exchange Name	NASDAQ
Ordinary shares
Document Information
Title of 12(b) Security	Ordinary Shares, $0.0001 par value per share*

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development expenses	$ 9,560,897	$ 9,133,455	$ 8,820,204
General and administrative expenses	13,527,311	8,080,681	9,160,770
Total operating expenses	23,088,208	17,214,136	17,980,974
Loss from operations	(23,088,208)	(17,214,136)	(17,980,974)
Other income (expense):
Interest income	45,944	10,600	13,615
Excess fair value of warrant liability over cash proceeds	(1,963,000)	0	0
Change in fair value of warrant liability	6,946,000	0	556,810
Foreign currency exchange gains (losses)	452,664	(193,219)	350,939
Other expenses	(141,462)	(27,482)	(22,007)
Total other income (expense)	5,340,146	(210,101)	899,357
Net loss	(17,748,062)	(17,424,237)	(17,081,617)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(229,872)	107,098	(299,205)
Total comprehensive loss	$ (17,977,934)	$ (17,317,139)	$ (17,380,822)
Net loss per ordinary share (basic)	$ 0.00	$ 0.00	$ (0.01)
Net loss per ordinary share (diluted)	$ 0.00	$ 0.00	$ (0.01)
Weighted average ordinary shares outstanding, (basic)	6,243,462,410	4,292,112,667	3,159,037,588
Weighted average ordinary shares outstanding, (diluted)	6,243,462,410	4,292,112,667	3,159,037,588

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Segment Information
Number of reportable segments \| segment	1
Total	$ 0	$ 0
United States
Segment Information
Total	0	0
United Kingdom
Segment Information
Total	$ 0	$ 0

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Cash equivalents	$ 0	$ 0
Depreciation	0	0	$ 5,013
Research and Development expenses	9,560,897	9,133,455	8,820,204
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount	2,318,385	3,066,875	3,372,093
Unrecognized tax benefits	$ 0	0
Patents
Summary of Significant Accounting Policies
Finite-Lived intangible assets, remaining amortization period	22 years
Amortization of intangible assets	$ 3,708	$ 4,126	$ 3,894

Income Taxes - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Stock-based compensation	$ 954,821	$ 1,426,602
PP&E and other accrued liabilities	641,935	571,006
Intangibles	1,658,731	1,588,365
Warrant revaluation	(946,770)	0
Tax loss carry forward	32,307,419	26,736,219
Valuation allowance	(34,616,136)	(30,322,192)
Net deferred tax assets	$ 0	$ 0

Equity Incentive Plan (Details) - 2014 Equity Incentive Plan	12 Months Ended
	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of warrants (in shares)	890,000,000
Ordinary shares issued	354,850,715
Options expiration	10 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes.

Income Taxes

NOTE 9 – Income Taxes

Tax rates

The Company is incorporated in England. The effective corporate tax rate applying to a company that is incorporated in England on December 31, 2022 is 19%, which is consistent with the rate from December 31, 2021 and 2020.

Tax assessment

The periods open to inquiry by the United Kingdom (“UK”) tax authorities are 2022, 2021 and 2020. The Company has not been issued final tax assessments since its establishment in Switzerland.

Deferred taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax assets relating to the loss carryforwards and other temporary differences will not be realized in the foreseeable future. Therefore, the Company provided a full valuation allowance to reduce the deferred tax assets.

The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

At December 31, 2022 and 2021, there were no known uncertain tax positions. The Company has not identified any tax positions for which it is reasonably possible that a significant change will occur during the next 12 months.

The components of net loss before income tax are as follows:


	Years Ended December 31,
	2022		2021		2020
Domestic (UK)	$	(18,017,916)	$	(17,308,782)	$	(17,394,074)
Foreign		269,854		(115,455)		312,457
Net loss before income tax	$	(17,748,062)	$	(17,424,237)	$	(17,081,617)

Income tax expense relating to the Company’s operations are as follows:


	Years Ended December 31,
	2022		2021		2020
Current income taxes
Domestic (UK)	$	—	$	—	$	—
U.S.		—
Foreign		—		—		—

Deferred income taxes		—		—		—
Domestic (UK)		—		—		—
Foreign		—		—		—
Income tax expense	$	—	$	—	$	—

The following is a reconciliation of income tax expense computed at the UK statutory rate compared to the Company’s income tax expense as reported in its consolidated statements of operations and comprehensive loss:


	Years Ended December 31,
	2022			2021			2020
Net loss before income tax	$	(17,748,062)		$	(17,424,237)		$	(17,081,617)
Statutory rate		19.00	%		19.00	%		19.00	%
Expected income tax recovery		(3,372,132)			(3,310,605)			(3,245,507)
Impact on income tax expense/recovery from
Change in valuation allowance		4,327,206			3,958,517			4,287,778
Permanent differences		408,400			39,572			81
U.S. state taxes (net of FBOS)		(1,114,279)			(534,862)			(655,877)
Tax rate difference in foreign jurisdictions		(248,042)			(122,064)			(136,343)
Change of tax rate due to U.S. tax reform		4,200			60,369			—
Change in equity compensation		751,989			—			—
Change in operating losses		(132,989)			—			—
Change of tax rate from prior year		(624,353)			(90,927)			—
Deferred tax adjustments		—			—			250,132
Income tax expense	$	—		$	—		$	—

The tax effects of temporary differences that gave rise to significant portions of the Company’s deferred tax assets were as follows:


	December 31,		December 31,
	2022		2021
Deferred tax assets
Stock-based compensation	$	954,821	$	1,426,602
PP&E and other accrued liabilities		641,935		571,006
Intangibles		1,658,731		1,588,365
Warrant revaluation		(946,770)		—
Tax loss carry forward		32,307,419		26,736,219
Valuation allowance		(34,616,136)		(30,322,192)
Net deferred tax assets	$	—	$	—

The Company has reviewed its tax positions for its past domestic and foreign tax filings and has not identified any uncertain income tax positions. The Company’s position is to record penalties and interest on any uncertain tax position, if any, and record such items to general and administrative expense.

At December 31, 2022, the Company had approximately $108.7 million of UK operating loss carryforwards to reduce future UK taxable income. These carryforwards do not expire. At December 31, 2022, the Company had approximately $106.3 million of foreign operating loss carryforwards in the US (including federal, state and local jurisdictions) and Switzerland. Carryforwards in the US totaling approximately $1.1 million expire in 2032, $14.8 million expire in 2034, $3.7 million expire in 2036, $10.4 million expire in 2037, $50.8 million expire after 2037, and $24.8 million do not expire. The carryforwards in Switzerland totaling approximately $0.7 million expire in 2023. In general, an ownership change, as defined by Section 382 of the Internal Revenue Code, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. In fiscal 2023, the Company conducted a study to assess whether a change of control has occurred. The Company concluded that it had experienced a change of control, as defined by Section 382, and utilization of certain net operating loss carryforwards would be subject to an annual limitation under Section 382. The Company determined that the limitation was immaterial to its consolidated financial statements.

Research and development credits

The Company carries out extensive research and development activities and may benefit from the UK research and development tax relief regime, whereby the Company can receive an enhanced UK tax deduction on its research and development activities. Qualifying expenditures comprise of chemistry and manufacturing consumables, employment costs for research staff, clinical trials management, and other subcontracted research expenditures. Where the Company is loss making for the period it can elect to surrender taxable losses for a refundable tax credit. The losses available to surrender are equal to the lower of the sum of the research and development qualifying expenditure and enhanced tax deduction and the Company’s taxable losses for the period with the tax credit for December 31, 2022 available at a rate of 14.5%. The credit therefore gives a cash flow advantage to Company at a lower rate than would be available if the enhanced losses were carried forward and relieved against future taxable profits.

The Company accounts for research and development tax credits at the time its realization becomes probable (Note 2). Due to the uncertainty of the approval of these tax credit claims and the potential that an election for a tax credit in the form of cash is not made, the Company did not record a receivable for the 2022 tax year at December 31, 2022.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes.

Schedule of components of income/(loss) before income taxes


	Years Ended December 31,
	2022		2021		2020
Domestic (UK)	$	(18,017,916)	$	(17,308,782)	$	(17,394,074)
Foreign		269,854		(115,455)		312,457
Net loss before income tax	$	(17,748,062)	$	(17,424,237)	$	(17,081,617)

Schedule of income taxes relating to the company's operations


	Years Ended December 31,
	2022		2021		2020
Current income taxes
Domestic (UK)	$	—	$	—	$	—
U.S.		—
Foreign		—		—		—

Deferred income taxes		—		—		—
Domestic (UK)		—		—		—
Foreign		—		—		—
Income tax expense	$	—	$	—	$	—

Schedule of income taxes at the UK statutory rate compared to the company's income tax expenses


	Years Ended December 31,
	2022			2021			2020
Net loss before income tax	$	(17,748,062)		$	(17,424,237)		$	(17,081,617)
Statutory rate		19.00	%		19.00	%		19.00	%
Expected income tax recovery		(3,372,132)			(3,310,605)			(3,245,507)
Impact on income tax expense/recovery from
Change in valuation allowance		4,327,206			3,958,517			4,287,778
Permanent differences		408,400			39,572			81
U.S. state taxes (net of FBOS)		(1,114,279)			(534,862)			(655,877)
Tax rate difference in foreign jurisdictions		(248,042)			(122,064)			(136,343)
Change of tax rate due to U.S. tax reform		4,200			60,369			—
Change in equity compensation		751,989			—			—
Change in operating losses		(132,989)			—			—
Change of tax rate from prior year		(624,353)			(90,927)			—
Deferred tax adjustments		—			—			250,132
Income tax expense	$	—		$	—		$	—

Schedule of deferred tax assets and liabilities


	December 31,		December 31,
	2022		2021
Deferred tax assets
Stock-based compensation	$	954,821	$	1,426,602
PP&E and other accrued liabilities		641,935		571,006
Intangibles		1,658,731		1,588,365
Warrant revaluation		(946,770)		—
Tax loss carry forward		32,307,419		26,736,219
Valuation allowance		(34,616,136)		(30,322,192)
Net deferred tax assets	$	—	$	—

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Loss Per Share

Schedule of basic and diluted weighted average shares outstanding


	Years Ended December 31,
	2022	2021	2020
Company posted	Net loss	Net loss	Net loss
Basic weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588
Dilutive effect of Ordinary Share equivalents	None	None	None
Dilutive weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588

Schedule of Anti-Dilutive Share Equivalents


	Years Ended December 31,
	2022	2021	2020
Share options	513,673,885	142,949,035	112,649,035
Warrants	4,155,347,500	500,748,500	460,910,100
Restricted stock units	21,475,400	—	—
Total anti-dilutive share equivalents	4,690,496,785	6,436,975,355	573,559,135

Equity Incentive Plan - Option exercise price (Details) - $ / shares			12 Months Ended
	Mar. 10, 2022	Jan. 04, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding			513,673,885
Options exercisable			128,451,772
Expected dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%
Expected volatility	110.00%	110.00%
Risk-free interest	1.90%	1.40%
Expected life in years	5 years	5 years		6 years 3 months	6 years 3 months
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility			72.80%	70.70%	83.90%
Risk-free interest			1.46%	0.64%	0.38%
Expected life in years			5 years 6 months	5 years 6 months	5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility			90.40%	83.20%	86.90%
Risk-free interest			4.34%	1.25%	0.49%
Expected life in years			6 years 3 months
Exercise Price Range One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (lower range)			$ 0.01
Options outstanding			106,500,000
Weighted average remaining contractual life (years)			9 years 9 months 18 days
Weighted average exercise Price			$ 0.01
Exercise Price Range Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (lower range)			$ 0.01
Options outstanding			286,896,700
Weighted average remaining contractual life (years)			9 years 3 months 18 days
Weighted average exercise Price			$ 0.01
Options exercisable			29,674,587
Remaining contractual life (years for exercisable options)			9 years 2 months 12 days
Weighted average exercise price (for exercisable options)			$ 0.01
Exercise Price Range Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (lower range)			0.02
Exercise price (upper range)			$ 0.05
Options outstanding			102,000,000
Weighted average remaining contractual life (years)			6 years 9 months 18 days
Weighted average exercise Price			$ 0.02
Options exercisable			80,500,000
Remaining contractual life (years for exercisable options)			6 years 3 months 18 days
Weighted average exercise price (for exercisable options)			$ 0.02
Exercise price range four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (lower range)			0.12
Exercise price (upper range)			$ 0.32
Options outstanding			18,277,185
Weighted average remaining contractual life (years)			3 years 3 months 18 days
Weighted average exercise Price			$ 0.16
Options exercisable			18,277,185
Remaining contractual life (years for exercisable options)			3 years 3 months 18 days
Weighted average exercise price (for exercisable options)			$ 0.16

Fair Value Measurements - Assumptions used for the fair value calculations of the warrants (Details) - July 2021 warrants	Jul. 16, 2021
Standard deviation
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	110.00
Annual risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.79
Required return on equity
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	17.00
Expected life in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	4.98
Annual turnover rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.00
Period risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.07

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

NOTE 11 – Subsequent Events

Registered Direct Offering

On March 31, 2023, the Company entered into securities purchase agreements with certain accredited and institutional investors, including Dr. Ray Prudo, the Company’s Chairman, providing for the issuance of an aggregate of 26,666,667 ADSs in a registered direct offering at $0.15 per ADS, resulting in gross proceeds of approximately $4.0 million. The Company paid an aggregate of approximately $0.3 million in placement agent fees and expenses.

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Information.

Segment Information

NOTE 10 – Segment Information

The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer (CEO). Neither the CODM nor the Company’s directors receive disaggregated financial information about the locations in which research and development is occurring. Therefore, the Company considers that it has only one reporting segment.

The following table presents the Company’s tangible fixed assets by geographic region:


	December 31,		December 31,
	2022		2021
United Kingdom	$	—	$	—
United States		—		—
Total	$	—	$	—

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Nature of Business

12 Months Ended

Dec. 31, 2022

Nature of Business

Nature of Business

NOTE 1 – Nature of Business

Akari Therapeutics, Plc, (the “Company” or “Akari”) is incorporated in the United Kingdom. The Company is a clinical-stage biopharmaceutical company focused on developing advanced therapies for autoimmune and inflammatory diseases involving the complement (C5) and leukotriene (LTB4) pathways. The Company’s activities since inception have consisted of performing research and development activities and raising capital.

The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with the Russian invasion of Ukraine, risks associated with clinical trials of products, dependence on third-party collaborators for research and development operations, need for marketing authorization of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies.

To fully execute its business plan, the Company will need, among other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance that these activities will be successful. If the Company is not successful in these activities it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities. To fund its capital needs, the Company plans to raise funds through equity or debt financings or other sources, such as strategic partnerships and alliance and licensing arrangements, and in the long term, from the proceeds from sales of commercial products. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all.

Nasdaq Continued Listing Rules

On October 24, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market (the “Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s Common Stock had closed below $1.00 per share for the previous thirty consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days from the date of such notice, or until April 24, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s Common Stock must have closed at $1.00 per share or more for a minimum of ten consecutive business days. On April 25, 2023, Nasdaq granted the Company an additional 180 calendar day period, or until October 23, 2023, in which to regain compliance with the minimum $1.00 bid price requirement. While the Company is exercising diligent efforts to maintain the listing of its ADSs on Nasdaq, there can be no assurance that the Company will be able to maintain compliance with the Nasdaq listing standards.

Liquidity

As of December 31, 2022, the Company had $13.2 million of cash. To date, the Company has primarily financed its operations through the sale of share capital. The Company has experienced significant negative cash flows from operations since inception including net losses of $17.7 million, $17.4 million and $17.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future.

As of April 28, 2023, the Company expects its existing cash, which includes net proceeds of $3.7 million received from the issuance of share capital in its March 2023 registered direct offering (See Note 11), will be sufficient to fund its operations through October 2023. To fund its future capital needs, the Company plans to raise additional funds through equity or debt financings or other sources, such as strategic partnerships, alliance and/or licensing arrangements, government grants and in the long term, proceeds from sales of commercial product.

Based on its recurring losses from operations incurred since inception, the Company’s expectation of continuing operating losses for the foreseeable future, negative operating cash flows for the foreseeable future, and the need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt regarding its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2022 USD ($)
Fair Value Measurements
Financial liabilities measured at fair value	$ 7,852,000
Transfers between level 1 and level 2	0
Transfers into (out of) level 3	3
Recurring \| Series A warrants
Fair Value Measurements
Financial liabilities measured at fair value	1,812,000
Recurring \| Series B warrants
Fair Value Measurements
Financial liabilities measured at fair value	6,040,000
Level 3
Fair Value Measurements
Financial liabilities measured at fair value	7,852,000
Level 3 \| Recurring \| Series A warrants
Fair Value Measurements
Financial liabilities measured at fair value	1,812,000
Level 3 \| Recurring \| Series B warrants
Fair Value Measurements
Financial liabilities measured at fair value	$ 6,040,000

Fair Value Measurements - Additional Information (Details) - $ / shares	Sep. 14, 2022	Dec. 31, 2022	Mar. 10, 2022	Dec. 31, 2021	Dec. 29, 2021	Dec. 08, 2020
Fair Value Measurements
Warrants issued to purchase ADS (in shares)						12,500
Threshold period for exercise of warrants on cashless basis	6 months
Nominal value of ADS (in per warrant ADS)		$ 0.0001		$ 0.0001
Registered direct offering
Fair Value Measurements
Exercise price of warrants (in dollars per ADS)			$ 1.50
Term of the warrants					5 years
Nominal value of ADS (in per warrant ADS)	$ 0.0001
Registered direct offering \| Series A warrants
Fair Value Measurements
Warrants issued to purchase ADS (in shares)	15,100,000
Exercise price of warrants (in dollars per ADS)	$ 0.85
Term of the warrants	2 years
Registered direct offering \| Series B warrants
Fair Value Measurements
Warrants issued to purchase ADS (in shares)	15,100,000
Exercise price of warrants (in dollars per ADS)	$ 0.85
Term of the warrants	7 years

Shareholders' Equity - Assumptions used for the fair value (Details) - July 2021 warrants	Jul. 16, 2021
Standard deviation
Shareholders' Equity
Warrants outstanding, measurement input	110.00
Annual risk-free interest rate
Shareholders' Equity
Warrants outstanding, measurement input	0.79
Required return on equity
Shareholders' Equity
Warrants outstanding, measurement input	17.00
Expected life in years
Shareholders' Equity
Warrants outstanding, measurement input	4.98
Annual turnover rate
Shareholders' Equity
Warrants outstanding, measurement input	0.00
Period risk-free rate
Shareholders' Equity
Warrants outstanding, measurement input	0.07

Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Shareholders' Equity

Shareholders' Equity

NOTE 4 – Shareholders’ Equity

September 2022 Registered Direct Offering

On September 14, 2022, the Company sold to certain accredited and institutional investors, led by existing investors of the Company, including Dr. Ray Prudo, the Company’s Chairman, an aggregate of 15,100,000 ADSs in a registered direct offering (“September 2022 Registered Direct Offering”) at $0.85 per ADS for aggregate gross proceeds of approximately $12.8 million. The Company also entered into a letter agreement with A.G.P./Alliance Global Partners (the “September 2022 Placement Agent”) to serve as the placement agent for the Company in connection with this offering. In connection with the sale of the ADSs in the September 2022 Registered Direct Offering, the Company issued to the investors registered Series A warrants to purchase an aggregate of 15,100,000 ADSs at $0.85 per ADS and registered Series B warrants to purchase an aggregate of 15,100,000 ADSs at $0.85 per ADS (See Note 3).

The Company determined that the Series A and Series B warrants (collectively, the “September 2022 Warrants”) represent freestanding financial instruments because based on the warrant term their volatility input would preclude an option contract from being considered indexed to an entity’s own stock. For this reason, the September 2022 Warrants should be recorded as liability-classified instruments in accordance with ASC 815-40-25, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock and ASC 815-40-15, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock.

In accordance with ASC 820, Fair Value Measurement, the Company measured the September 2022 Warrants at grant date fair value. The fair value related to warrants are classified within the Level 3 value hierarchy because it is based on external valuation models that contain certain unobservable inputs (See Note 3). The grant date fair value of the September 2022 Warrants totaled $14,798,000, which exceeded the $12,835,000 proceeds received from the sale of ADSs. The Company concluded that the September 2022 Registered Direct Offering was conducted on an arm’s length basis and it used an external subject matter valuation expert to determine the fair value of the warrants. The excess fair value over the proceeds received of $1,963,000 at grant date was recognized as a non-operating expense in the consolidated statement of operations and comprehensive loss.

In connection with the September 2022 Registered Direct Offering, the Company expensed $1.7 million of issuance costs associated with the September 2022 Warrants during the year ended December 31, 2022, which have been recognized as general and administrative expense in the consolidated statement of operations and comprehensive loss.

At December 31, 2022, the fair value of the September 2022 Warrants was $7,852,000.

March 2022 Registered Direct Offering

On March 10, 2022, the Company sold to certain accredited and institutional investors, led by existing investors of the Company, including Dr. Ray Prudo, the Company’s Chairman, an aggregate of 7,440,833 ADSs in a registered direct offering (“March 2022 Registered Direct Offering”) at $1.20 per ADS for aggregate gross proceeds of approximately $8.9 million. The Company also entered into a letter agreement with Paulson Investment Company, LLC (the “March 2022 Placement Agent”) to serve as the placement agent for the Company in connection with this offering. In connection with the sale of the ADSs in the March 2022 Registered Direct Offering, the Company issued to the investors registered warrants to purchase an aggregate of 3,720,409 ADSs at $1.40 per ADS (“March 2022 Investor Warrants”). The March 2022 Investor Warrants are immediately exercisable and will expire five years from issuance, subject to adjustment as set forth therein. The Company paid to the March 2022 Placement Agent an aggregate of $774,320 in placement agent fees and expenses and issued registered warrants to the March 2022 Placement Agent to purchase an aggregate of 297,633 ADS (“March 2022 Placement Agent Warrants”) on the same terms as the March 2022 Investor Warrants, except that the March 2022 Placement Agent Warrants are exercisable at $1.50 per ADS. Both the March 2022 Investor Warrants and the March 2022 Placement Agent Warrants (together the “March 2022 Warrants”) may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants. Pursuant to the cashless exercise provision, the warrant holder must make an additional payment to the Company equal to the nominal value of an ADS (i.e., $0.0001) per warrant ADS actually to be issued pursuant to the cashless exercise. The total amount of March 2022 Warrants issued in connection with this registered direct offering amounted to 4,018,042, all of which were outstanding as of December 31, 2022.

December 2021 Registered Direct Offering

On December 29, 2021, the Company sold to certain accredited and institutional investors, led by existing investors of the Company, including Dr. Ray Prudo, the Company’s Chairman, an aggregate of 4,311,019 ADSs in a registered direct offering (“December 2021 Registered Direct Offering”) at $1.40 per ADS for aggregate gross proceeds of approximately $6.0 million, which closed on January 5, 2022, of which approximately $1.1 million was received on December 31, 2021. The Company also entered into a letter agreement with Paulson Investment Company, LLC (the “December 2021 Placement Agent”) to serve as the placement agent for the Company in connection with this offering. In connection with the sale of the ADSs in the December 2021 Registered Direct Offering, the Company issued to the investors registered warrants to purchase an aggregate of 2,155,507 ADSs at $1.65 per ADS (“December 2021 Investor Warrants”). The December 2021 Investor Warrants are immediately exercisable and will expire five years from issuance, subject to adjustment as set forth therein. The Company paid to the December 2021 Placement Agent an aggregate of $542,834 in placement agent fees and expenses and issued registered warrants to the December 2021 Placement Agent to purchase an aggregate of 172,441 ADS (“December 2021 Placement Agent Warrants”) on the same terms as the December 2021 Investor Warrants, except that the December 2021 Placement Agent Warrants are exercisable at $1.75 per ADS. Both the December 2021 Investor Warrants and the December 2021 Placement Agent Warrants (together the “December 2021 Warrants”) may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants. Pursuant to the cashless exercise provision, the warrant holder must make an additional payment to the Company equal to the nominal value of an ADS (i.e., $0.0001) per warrant ADS actually to be issued pursuant to the cashless exercise. The total amount of December 2021 Warrants issued in connection with this registered direct offering amounted to 2,327,948, all of which were outstanding as of December 31, 2022.

2021 Private Placements

On July 7, 2021, the Company entered into securities purchase agreements with certain accredited and institutional investors, including Praxis Trustees Limited as trustee of Sonic Healthcare Holding Company EFRBS which is beneficially owned by Dr. Ray Prudo, the Company’s Chairman, providing for the issuance of an aggregate of 7,947,529 ADSs in a private placement at $1.55 per ADS for aggregate gross proceeds of approximately $12.3 million, which subsequently closed (the “2021 Private Placements”). The Company also entered into a letter agreement with Paulson Investment Company to serve as the placement agent for the Company in connection with this offering (the “July 2021 Placement Agent”). In connection with the offering, on July 16, 2021, the Company issued to the July 2021 Placement Agent unregistered warrants to purchase a total of 398,384 ADSs at $2.32 per ADS (“July 2021 Warrants”). The July 2021 Warrants will expire five years from issuance and are immediately exercisable, subject to adjustment as set forth therein. Subject to certain conditions, the Company has the option to “call” the exercise of the warrants from time to time after any 10-consecutive trading day period during which the daily volume-weighted average price of the ADSs exceeds $3.00. The Company paid to the July 2021 Placement Agent an aggregate of $993,000 in placement agent fees and expenses. The July 2021 Warrants may be exercised on a cashless basis if nine months after issuance there is no effective registration statement registering the ADSs underlying the warrants. Pursuant to the cashless exercise provision, the warrant holder must make an additional payment to the Company equal to the nominal value of an ADS (i.e., $0.0001) per warrant ADS actually to be issued pursuant to the cashless exercise. The total amount of the July 2021 Warrants issued in connection with the 2021 Private Placements amounted to 398,384, all of which were outstanding as of December 31, 2022.

2020 Purchase Agreement and Registration Rights Agreement with Aspire Capital

On June 30, 2020, the Company entered into a Purchase Agreement (“2020 Purchase Agreement”) with Aspire Capital which expired after the contractual 30-month commitment period lapsed on January 27, 2023. Prior to expiration, Aspire Capital invested an aggregate of $8.0 million of the original purchase commitment out of $30.0 million available under the facility.

The 2020 Purchase Agreement provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $30.0 million of the Company’s ADSs, with each ADS representing one hundred (100) ordinary shares, during a 30-month period beginning on the effective date of a registration statement related to the transaction. Concurrently with entering into the 2020 Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended (the “Securities Act”), the sale of the Company’s securities that have been issued to Aspire Capital under the 2020 Purchase Agreement.

Under the 2020 Purchase Agreement, after the SEC declared effective the registration statement referred to above (which occurred in July 2020), on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 150,000 ADSs per business day and up to $30.0 million of the Company’s ADSs in the aggregate at a per share price (the “Purchase Price”) equal to the lesser of:

●

the lowest sale price of the Company’s ADSs on the purchase date; or

●

the arithmetic average of the three (3) lowest closing sale prices for the ADSs during the ten (10) consecutive business days ending on the business day immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

In addition, on any date on which the Company submitted a Purchase Notice to Aspire Capital in an amount of 150,000 ADSs, the Company also had the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of ADSs equal to up to 30% of the aggregate shares of the Company’s ADSs traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of 250,000 ADSs. The purchase price per share pursuant to such VWAP Purchase Notice was generally 97% of the volume-weighted average price for the Company’s ADSs traded on its principal market on the VWAP Purchase Date.

The 2020 Purchase Agreement provided that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of the Company’s ADSs is less than $0.25. Additionally, governing law in the United Kingdom, where the Company is incorporated, requires a minimum payment per ADS to be issued pursuant to a purchase notice equal to the nominal value of an ADS (i.e., $0.0001). There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company controlled the timing and number of sales of the Company’s ADSs to Aspire Capital. Aspire Capital had no right to require any sales by the Company but was obligated to make purchases from the Company as directed by the Company in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement.

In accordance with ASC 815-40-15, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock, since the ultimate floor price, which was effectively the nominal value of the ADS which was denominated in GBP at the time of entering into the 2018 Purchase agreement as well as the 2020 Purchase Agreement (together “the Purchase Agreements”) prior to the 2020 Redenomination, the number of shares issuable under the contract was impacted by foreign currency, therefore ASC 815-40-15-7 precluded the Purchase Agreements from being indexed to the Company’s own stock. The Company determined that the right to sell shares to Aspire Capital under the Purchase Agreements represents a freestanding put option that met the criteria of a derivative pursuant to ASC 815 Derivatives and Hedging. Since the purchase price per share pursuant to the Purchase Agreements was at the market, the Company concluded that the put option had a fair value of zero, and therefore no additional accounting related to the put option was required.

In consideration for entering into the 2020 Purchase Agreement, the Company agreed to issue to Aspire Capital 40,760,900 ordinary shares of the Company (the “2020 Commitment Shares”) which had a fair value of approximately $900,000. Since the Company has determined that the 2020 Purchase Agreement was considered a freestanding put option derivative in accordance with ASC 815 Derivatives and Hedging when entering into the agreement, the Company recorded the value of the 2020 Commitment Shares in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The 2020 Purchase Agreement could have been terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital had agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s securities during any time prior to the termination of the 2020 Purchase Agreement. Any proceeds the Company received under the 2020 Purchase Agreement were expected to be used for working capital and general corporate purposes.

During the year ended December 31, 2020, the Company sold to Aspire Capital 460,758,800 ordinary shares of the Company for gross proceeds of approximately $6,000,000. During the year ended December 31, 2021, the Company sold to Aspire Capital 117,647,100 ordinary shares of the Company for gross proceeds of approximately $2,000,001. No ordinary shares were sold to Aspire Capital during the year ended December 31, 2022.

Reclassification of Warrants to Shareholders’ Equity

Warrants issued prior to December 8, 2020 were originally determined to represent freestanding financial instruments whose foreign currency considerations pursuant to cash and cashless exercise required liability classification and should be recorded as liability-classified awards in accordance with ASC 815-40-25, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock and ASC 815-40-15, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock. These warrants were measured at their grant date fair value and subsequently remeasured at each reporting period with changes being recorded as a separate line item in the consolidated statements of operations and comprehensive loss. On December 8, 2020, the Company held a general meeting (“2020 General Meeting”) and changed the currency of its ordinary shares from pounds sterling to U.S. dollars (“2020 Redenomination”). Because of the 2020 Redenomination, the Company reassessed whether its financial instruments or other contracts that previously required derivative accounting within the scope of ASC 815 Financial Instruments either (a) no longer met the definition of a derivative or (b) met a scope exception to the derivative guidance due to a change in facts and circumstances. The Company concluded that due to the 2020 Redenomination, these warrants now met the requirements for classification as equity under ASC 815-40-25 as of December 8, 2020, the date of the 2020 General Meeting. The Company updated the carrying amount of the warrant liability to its fair value on December 8, 2020, with changes recorded in the consolidated statements of operations and comprehensive Loss and then reclassified the warrant liability balance to additional paid in capital within shareholders’ equity:


	Fair value of
	warrants liabilities
Balance at December 31, 2019	$	1,014,868

Issuance of 2020 Warrants		2,749,369

Reclassification of warrant liability to shareholders’ equity upon exercise of 12,500 warrant ADSs		(7,874)

Change in fair value of liabilities related to warrants		(556,810)

Balance at December 8, 2020		3,199,553

Reclassification to additional-paid-in capital with in shareholders’ equity		(3,199,553)
Balance at December 31, 2020	$	—

Warrants Issued in 2021 and 2022

Except for warrants issued in September 2022 (Note 3), the Company accounts for warrants issued to investors and a placement agent after December 8, 2020 as equity classified instruments, recorded to additional paid-in capital within shareholders’ equity on the consolidated balance sheets. The fair values were measured at their grant date with no subsequent remeasurement.

The Company determined that, at the time of their issuance, the July 2021 Warrants, the December 2021 Warrants and the March 2022 Warrants met the requirements for classification as equity under ASC 815-40-25. The costs directly attributable to realizing proceeds of issuing ADSs such as placement agent fees, commissions, legal and accounting fees pertaining to the financing and other external, incremental fees and expenses paid to advisors were recognized in additional paid-in capital within shareholders’ equity on the consolidated balance sheets. At July 16, 2021, the fair value of the July 2021 Warrants was $231,063 and was recorded within additional paid-in capital of shareholders’ equity. At January 4, 2022, the fair value of the December 2021 Warrants was $2,605,577 and was recorded within additional paid-in capital of shareholders’ equity. At March 10, 2022, the fair value of the March 2022 Warrants was $3,693,622 and was recorded within additional paid-in capital of shareholders’ equity.

Below are the assumptions used for the fair value calculations of the warrants issued in 2021:


	July 16,
	2021
Standard deviation	110.00	%
Annual risk-free interest rate	0.79	%
Required return on equity	17.00	%
Expected life in years	4.98
Annual turnover rate	0.00	%
Period risk-free rate	0.07	%

Below are the assumptions used for the fair value calculations of warrants issued in 2022 (except the September 2022 Warrants):


	January 4,		March 10,
	2022		2022
Expected dividend yield	0	%	0	%
Expected volatility	110	%	110	%
Risk-free interest	1.4	%	1.9	%
Expected life in years	5.0		5.0

The following table summarizes the Company’s outstanding warrants as of December 31, 2022, 2021 and 2020:


			Balance	Warrants	Balance	Warrants	Balance
	Exercise		December 31,	Issued	December 31,	Issued	December 31,
Description	Price		2020	in 2021	2021	in 2022	2022
2019 Investor Warrants	$	3.00	1,184,213	—	1,184,213	—	1,184,213
2019 Placement Warrants	$	2.85	177,629	—	177,629	—	177,629
2020 Investor Warrants	$	2.20	2,797,636	—	2,797,636	—	2,797,636
2020 Placement Warrants	$	2.55	449,623	—	449,623	—	449,623
July 2021 Placement Agent Warrants	$	2.32	—	398,384	398,384	—	398,384
December 2021 Investor Warrants	$	1.65	—	—	—	2,155,507	2,155,507
December 2021 Placement Agent Warrants	$	1.75	—	—	—	172,441	172,441
March 2022 Investor Warrants	$	1.40	—	—	—	3,720,409	3,720,409
March 2022 Placement Agent Warrants	$	1.50	—	—	—	297,633	297,633
September 2022 Series A Investor Warrants	$	0.85	—	—	—	15,100,000	15,100,000
September 2022 Series B Investor Warrants	$	0.85	—	—	—	15,100,000	15,100,000
			4,609,101	398,384	5,007,485	36,545,990	41,553,475

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: 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 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Income tax expense relating to the Company's operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income taxes
Domestic (UK)	$ 0	$ 0	$ 0
Foreign	0	0	0
Deferred income taxes
Domestic (UK)	0	0	0
Foreign	0	0	0
Income tax expense	0	$ 0	$ 0
United States
Current income taxes
Foreign	$ 0

- Definition

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

+ References + Details

Subsequent Events (Details) - Registered direct offering - USD ($)				12 Months Ended
	Mar. 31, 2023	Mar. 10, 2022	Dec. 29, 2021	Dec. 31, 2022
Subsequent Events
Aggregate ADSs issued (in shares)		7,440,833	4,311,019
Share issue price (in dollars per ADS)		$ 1.20	$ 1.40
Proceeds from sale of ADS		$ 8,900,000	$ 6,000,000.0
Placement agent fees and expenses				$ 1,700,000
Placement agent
Subsequent Events
Placement agent fees and expenses		$ 774,320	$ 542,834
Subsequent Events
Subsequent Events
Aggregate ADSs issued (in shares)	26,666,667
Share issue price (in dollars per ADS)	$ 0.15
Proceeds from sale of ADS	$ 4,000,000.0
Subsequent Events \| Placement agent
Subsequent Events
Placement agent fees and expenses	$ 300,000

Loss Per Share (Details) - shares	12 Months Ended
Loss Per Share (Details) - shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss Per Share
Basic weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588
Dilutive weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Share Capital	Additional Paid-in Capital	Capital Redemption Reserve	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Balance at beginning of the year at Dec. 31, 2019	$ 31,987,016	$ 133,568,636		$ (348,860)	$ (165,199,194)	$ 7,598
Balance at the beginning of the year (in shares) at Dec. 31, 2019	2,245,865,913
Stock-based compensation	$ 0	325,523	$ 0	0	0	325,523
Issuance of ordinary shares, net of issuance costs	$ 20,051,809	2,253,158		0	0	22,304,967
Issuance of ordinary shares, net of issuance costs (in shares)	1,559,455,100
Issuance of share capital for entering into 2020 Purchase Agreement with Aspire Capital	$ 523,778	376,222	0	0	0	900,000
Issuance of share capital for entering into 2020 Purchase Agreement with Aspire Capital (in shares)	40,760,900
Issuance of share capital upon conversion of deferred shares	$ 0	0	0	0	0	0
Issuance of share capital upon conversion of deferred shares (in shares)	10
Subdivision of ordinary shares	$ (52,193,811)		52,193,811	0	0	0
Reclassification of warrants to shareholders' equity	0	3,199,553		0	0	3,199,553
Exercise of warrants	$ 15,941	11,559		0	0	27,500
Exercise of warrants (in shares)	1,250,000
Comprehensive loss	$ 0			(299,205)	(17,081,617)	(17,380,822)
Balance at the end of the year at Dec. 31, 2020	$ 384,733	139,734,651	52,193,811	(648,065)	(182,280,811)	9,384,319
Balance at the end of the year (in shares) at Dec. 31, 2020	3,847,331,923
Stock-based compensation	$ 0	314,650		0	0	314,650
Issuance of ordinary shares, net of issuance costs	$ 91,240	13,081,512		0	0	13,172,752
Issuance of ordinary shares, net of issuance costs (in shares)	912,400,000
Comprehensive loss	$ 0			107,098	(17,424,237)	(17,317,139)
Balance at the end of the year at Dec. 31, 2021	$ 475,973	153,130,813	52,193,811	(540,967)	(199,705,048)	5,554,582
Balance at the end of the year (in shares) at Dec. 31, 2021	4,759,731,923
Stock-based compensation	$ 0	735,107		0	0	735,107
Issuance of ordinary shares, net of issuance costs	$ 268,519	13,210,472		0	0	13,478,991
Issuance of ordinary shares, net of issuance costs (in shares)	2,685,185,200
Comprehensive loss	$ 0			(229,872)	(17,748,062)	(17,977,934)
Balance at the end of the year at Dec. 31, 2022	$ 744,492	$ 167,076,392	$ 52,193,811	$ (770,839)	$ (217,453,110)	$ 1,790,746
Balance at the end of the year (in shares) at Dec. 31, 2022	7,444,917,123

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Shareholders' Equity

Schedule of fair value measurements using significant unobservable inputs


	Fair value of
	warrants liabilities
Balance at December 31, 2019	$	1,014,868

Issuance of 2020 Warrants		2,749,369

Reclassification of warrant liability to shareholders’ equity upon exercise of 12,500 warrant ADSs		(7,874)

Change in fair value of liabilities related to warrants		(556,810)

Balance at December 8, 2020		3,199,553

Reclassification to additional-paid-in capital with in shareholders’ equity		(3,199,553)
Balance at December 31, 2020	$	—

Schedule of the assumptions used for the fair value calculations of the warrants


	July 16,
	2021
Standard deviation	110.00	%
Annual risk-free interest rate	0.79	%
Required return on equity	17.00	%
Expected life in years	4.98
Annual turnover rate	0.00	%
Period risk-free rate	0.07	%

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


	January 4,		March 10,
	2022		2022
Expected dividend yield	0	%	0	%
Expected volatility	110	%	110	%
Risk-free interest	1.4	%	1.9	%
Expected life in years	5.0		5.0


	December 31,
	2022		2021		2020
Expected dividend yield	0	%	0	%	0	%
Expected volatility	72.8-90.4	%	70.7-83.2	%	83.9-86.9	%
Risk-free interest	1.46-4.34	%	0.64-1.25	%	0.38-0.49	%
Expected life	5.5-6.25	years	5.5-6.25	years	5.5-6.25	years

Schedule of summarizes the outstanding warrants


			Balance	Warrants	Balance	Warrants	Balance
	Exercise		December 31,	Issued	December 31,	Issued	December 31,
Description	Price		2020	in 2021	2021	in 2022	2022
2019 Investor Warrants	$	3.00	1,184,213	—	1,184,213	—	1,184,213
2019 Placement Warrants	$	2.85	177,629	—	177,629	—	177,629
2020 Investor Warrants	$	2.20	2,797,636	—	2,797,636	—	2,797,636
2020 Placement Warrants	$	2.55	449,623	—	449,623	—	449,623
July 2021 Placement Agent Warrants	$	2.32	—	398,384	398,384	—	398,384
December 2021 Investor Warrants	$	1.65	—	—	—	2,155,507	2,155,507
December 2021 Placement Agent Warrants	$	1.75	—	—	—	172,441	172,441
March 2022 Investor Warrants	$	1.40	—	—	—	3,720,409	3,720,409
March 2022 Placement Agent Warrants	$	1.50	—	—	—	297,633	297,633
September 2022 Series A Investor Warrants	$	0.85	—	—	—	15,100,000	15,100,000
September 2022 Series B Investor Warrants	$	0.85	—	—	—	15,100,000	15,100,000
			4,609,101	398,384	5,007,485	36,545,990	41,553,475

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

NOTE 7 – Commitments and Contingencies

Lease commitment – The Company currently leases its offices in London and New York on a month-to-month basis.

For the years ended December 31, 2022, 2021 and 2020, the Company incurred total rental expense in the amount of approximately $169,000, $183,000 and $173,000, respectively.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Information.

Schedule of tangible fixed assets by geographic region


	December 31,		December 31,
	2022		2021
United Kingdom	$	—	$	—
United States		—		—
Total	$	—	$	—

Loss Per Share - Antidilutive securities excluded from computation of earnings per share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	4,690,496,785	6,436,975,355	573,559,135
Share options
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	513,673,885	142,949,035	112,649,035
Warrants Equity Classified
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	4,155,347,500	500,748,500	460,910,100
Restricted stock units
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	21,475,400	0	0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (17,748,062)	$ (17,424,237)	$ (17,081,617)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,708	4,126	8,907
Stock-based compensation	735,107	314,650	325,523
Financing expense	0	0	900,000
Excess fair value of warrant liability over cash proceeds	1,963,000	0	0
Changes in fair value of the warrant liability	(6,946,000)	0	(556,810)
Foreign currency exchange (gains) losses	(334,168)	242,503	(490,782)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,698,991	(1,742,261)	192,054
Accounts payable and accrued expenses	(877,098)	(241,309)	(247,683)
Net cash used in operating activities	(21,504,522)	(18,846,528)	(16,950,408)
Cash Flows from Financing Activities:
Proceeds from issuance of shares, net of issuance costs	25,193,991	14,292,753	25,046,461
Proceeds for future exercises of warrants to purchase shares	94,118	0	0
Proceeds from exercise of warrants to purchase shares	0	0	27,500
Net cash provided by financing activities	25,288,109	14,292,753	25,073,961
Effect of exchange rates on cash	105,088	(140,732)	200,533
Net increase (decrease) in cash	3,888,675	(4,694,507)	8,324,086
Cash, beginning of period	9,361,270	14,055,777	5,731,691
Cash, end of period	13,249,945	9,361,270	14,055,777
Supplemental disclosures of non-cash financing activities
Ordinary share subscription deposit	1,120,000	0	0
Initial valuation of warrant liability	$ 14,798,000	$ 0	$ 0

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes.
Domestic (UK)	$ (18,017,916)	$ (17,308,782)	$ (17,394,074)
Foreign	269,854	(115,455)	312,457
Net loss before income tax	$ (17,748,062)	$ (17,424,237)	$ (17,081,617)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation – The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC, assuming that the Company will continue to operate as a going concern.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company, Volution Immuno Pharmaceuticals SA, a private Swiss company, and Akari Malta Limited, a private Maltese company, both wholly-owned subsidiaries. All intercompany transactions have been eliminated.

Foreign Currency – The functional currency of the Company is U.S. dollars, as that is the primary economic environment in which the Company operates as well as the currency in which it has been financed.

The reporting currency of the Company is U.S. dollars. The Company translates its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in foreign currency exchange gains/(losses).

Use of Estimates – The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of share-based awards, the valuation of warrant liabilities, the evaluation of impairment and useful lives of intangible assets (patents), accrued liabilities and the valuation allowance for deferred income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Fair Value Measurements – Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company accounted for unregistered warrants issued to investors and a placement agent in connection with the 2019 registered direct offering and the 2020 private placements as a warrant liability and were carried at fair value and remeasured at each reporting period, with changes in fair value recorded as a separate line item in the Consolidated Statements of Operations and Comprehensive Loss. On December 8, 2020, the Company changed the nominal currency of its ordinary shares from pounds sterling to U.S. dollars and reclassified its warrants from liabilities to shareholders’ equity (See Note 4).

The September 2022 Warrants (as defined below) met the definition of a freestanding instrument as such warrants are legally detachable and separately exercisable, and these warrants met the criteria of a derivative. The fair value of these warrants is classified as a liability and recorded at fair value (See Note 4). Such warrants are remeasured to fair value at each reporting date until the warrant is exercised or expires. Changes in the fair value of the warrant liability are recognized in the Consolidated Statements of Operations and Comprehensive Loss (See Note 3).

The carrying values of the Company’s cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

Cash – The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and December 31, 2021.

Prepaid Expenses – Payments made prior to the receipt of goods or services are capitalized until the goods or services are received.

Other Current Assets – Other current assets consist principally of VAT receivables.

Property and Equipment, net - Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:


		Years
Computers, peripheral, and scientific equipment		3
Office furniture and equipment		3

Property and equipment, consists of the following:


	December 31,		December 31,
	2022		2021
Computers, peripheral, and scientific equipment	$	85,489	$	85,489
Office furniture and equipment		79,449		79,449
Total property and equipment		164,938		164,938
Less: Accumulated depreciation		(164,938)		(164,938)
Property and equipment, net	$	—	$	—

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $0, $0 and $5,013, respectively, and was recorded in both research and development expenses and general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Long-Lived Assets – The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset.

Patent Acquisition Costs – Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of the legal or economic life. The estimated useful life is 22 years. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Amortization of patent acquisition costs for the years ended December 31, 2022, 2021 and 2020 was $3,708, $4,126 and $3,894, respectively.

Accrued Expenses – As part of the process of preparing the consolidated financial statements, the Company estimates accrued expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in the Company’s consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees and contingent liabilities. In connection with these service fees, the Company’s estimates are most affected by its understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that the Company does not identify certain costs that have been incurred or it under or over-estimates the level of services or costs of such services, the Company’s reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to the Company’s estimation and judgment. The Company makes these judgments based upon the facts and circumstances known to it in accordance with U.S. GAAP.

Research and Development Expenses – Costs associated with research and development are expensed as incurred unless there is an alternative future use in other research and development projects. Research and development expenses include, among other costs, salaries and personnel-related expenses, fees paid for contract research services, fees paid to clinical research organizations, costs incurred by outside laboratories, manufacturers’ and other accredited facilities in connection with clinical trials and preclinical studies.

Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. The Company records expenses related to clinical studies and manufacturing development activities based on its estimates of the services received and efforts expended pursuant to contracts with multiple contract research organizations (CROs) and manufacturing vendors that conduct and manage these activities on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of subjects and the completion of clinical study milestones. In amortizing or accruing service fees, the Company estimates the time period over which services will be performed, enrollment of subjects, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the Company will adjust the accrued or prepaid expense balance accordingly.

Research and development expenses for the years ended December 31, 2022, 2021 and 2020 were $9,560,897, $9,133,455 and $8,820,204, respectively. The Company accounts for research and development tax credits at the time its realization becomes probable as a credit to research and development expenses in the consolidated statements of operations and comprehensive loss (See Note 7). The Company realized $2,318,385 of research and development tax credits in 2022 related to the 2021 tax year, $3,066,875 of research and development tax credits in 2021 related to the 2020 tax year and $3,372,093 of research and development tax credits in 2020 related to the 2019 tax year.

Stock-Based Compensation – The Company measures all stock-based awards granted to employees, directors and non-employees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards. Forfeitures are accounted for as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each restricted ordinary share award is estimated on the date of grant based on the fair value of the Company’s ordinary shares on that same date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends (See Note 5). The Company estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future.

Leases – The Company accounts for its leases in accordance with Accounting Standards Updates (ASU) No. 2016-02, Leases (“ASU 2016-2”). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations and comprehensive loss. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Operating leases are classified as right of use (“ROU”) assets, short term lease liabilities, and long-term lease liabilities. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are amortized and lease liabilities accrete to yield straight-line expense over the term of the lease. Lease payments included in the measurement of the lease liability are comprised of fixed payments. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to all underlying asset categories. Leasehold improvements are capitalized and depreciated over the lesser of useful life or lease term. As of December 31, 2022, the Company did not have a lease with a term longer than twelve months.

Concentration of Credit Risk – Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various operating accounts at financial institutions in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Income Taxes – On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act, referred to herein as the CARES Act, as a response to the economic uncertainty resulting from COVID-19. The CARES Act includes modifications for net operating loss carryovers and carrybacks, limitations of business interest expense for tax, immediate refund of alternative minimum tax (AMT) credit carryovers. Tax provisions of the Act also include the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company determined that these provisions did not have a material impact on the consolidated financial statements.

The Company accounts for income taxes in accordance with the accounting rules that require an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. The Company has recorded a full valuation allowance on its deferred tax assets as of December 31, 2022 and December 31, 2021.

Uncertain Tax Positions – The Company follows the provisions of ASC 740 “Accounting for Uncertainty in Income Taxes”, which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under ASC 740 “Accounting for Uncertainty in Income Taxes,” an entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. Interest and penalties related to uncertain tax positions are recognized as general and administrative expense. At December 31, 2022 and 2021, the Company had no uncertain tax positions.

Earnings (Loss) Per Share – Basic earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings (loss) per ordinary share is computed by dividing net income (loss) available to ordinary shareholders by the sum of (1) the weighted-average number of ordinary shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. For purposes of the diluted net loss per share calculation, share options and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position.

Comprehensive Income (Loss) – Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments.

The following table provides details with respect to changes in accumulated other comprehensive loss, which is comprised of foreign currency translation adjustments, as presented in the balance sheets at December 31, 2022, 2021 and 2020:


Balance January 1, 2020	$	(348,860)
Net current period other comprehensive loss		(299,205)
Balance December 31, 2020	$	(648,065)
Net current period other comprehensive income		107,098
Balance December 31, 2021	$	(540,967)
Net current period other comprehensive loss		(229,872)
Balance December 31, 2022	$	(770,839)

Recent Accounting Pronouncements

Adopted during the year

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models in ASC 470-20 that require separate accounting for embedded conversion features. ASU 2020-06 also removes certain settlement conditions in ASC 815-40 that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. Adoption of ASU 2020-06 can either be on a modified retrospective or full retrospective basis. The Company adopted this guidance effective January 1, 2022. The adoption of the guidance did not have a material impact on the consolidated financial statements and related disclosures.

Loss Per Share

12 Months Ended

Dec. 31, 2022

Loss Per Share

Loss Per Share

NOTE 8 – Loss Per Share

Basic loss per ordinary share is computed by dividing net loss available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted loss per ordinary share is computed by dividing net loss available to ordinary shareholders by the sum of (1) the weighted-average number of ordinary shares outstanding during the period, (2) the dilutive effect of the assumed exercise of share options using the treasury stock method, and (3) the dilutive effect of other potentially dilutive securities.

The following is the calculation of the basic and diluted weighted average shares outstanding for the years ended December 31,2022, 2021 and 2020, respectively:


	Years Ended December 31,
	2022	2021	2020
Company posted	Net loss	Net loss	Net loss
Basic weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588
Dilutive effect of Ordinary Share equivalents	None	None	None
Dilutive weighted average shares outstanding	6,243,462,410	4,292,112,667	3,159,037,588

The Company’s potentially dilutive securities, which include options, warrants to purchase ordinary shares and unvested restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect (in ordinary equivalent shares):


	Years Ended December 31,
	2022	2021	2020
Share options	513,673,885	142,949,035	112,649,035
Warrants	4,155,347,500	500,748,500	460,910,100
Restricted stock units	21,475,400	—	—
Total anti-dilutive share equivalents	4,690,496,785	6,436,975,355	573,559,135

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Foreign Currency

Use of Estimates

Fair Value Measurements

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Cash

Prepaid Expenses

Prepaid Expenses – Payments made prior to the receipt of goods or services are capitalized until the goods or services are received.

Other Current Assets

Other Current Assets – Other current assets consist principally of VAT receivables.

Property and Equipment, net


		Years
Computers, peripheral, and scientific equipment		3
Office furniture and equipment		3

Property and equipment, consists of the following:


	December 31,		December 31,
	2022		2021
Computers, peripheral, and scientific equipment	$	85,489	$	85,489
Office furniture and equipment		79,449		79,449
Total property and equipment		164,938		164,938
Less: Accumulated depreciation		(164,938)		(164,938)
Property and equipment, net	$	—	$	—

Long-Lived Assets

Patent Acquisition Costs

Accrued Expenses

Research and Development Expenses

Stock-Based Compensation

Leases

Concentration of Credit Risk

Income Taxes

Uncertain Tax Positions

Earnings (Loss) Per Share

Comprehensive Income (Loss)


Balance January 1, 2020	$	(348,860)
Net current period other comprehensive loss		(299,205)
Balance December 31, 2020	$	(648,065)
Net current period other comprehensive income		107,098
Balance December 31, 2021	$	(540,967)
Net current period other comprehensive loss		(229,872)
Balance December 31, 2022	$	(770,839)

Recent Accounting Pronouncements

Adopted during the year

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	15,000,000,000	15,000,000,000
Ordinary shares, shares issued	7,444,917,123	4,759,731,923
Ordinary shares, shares outstanding	7,444,917,123	4,759,731,923

Fair Value Measurements - Schedule of the activity in warrant liability (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 08, 2020	Dec. 31, 2022
Fair Value Measurements
Fair value at beginning	$ 1,014,868
Issuance of warrant	2,749,369	$ 14,798,000
Change in fair value	(556,810)	(6,946,000)
Fair value at ending	$ 3,199,553	7,852,000
Series A warrants
Fair Value Measurements
Issuance of warrant		5,285,000
Change in fair value		(3,473,000)
Fair value at ending		1,812,000
Series B warrants
Fair Value Measurements
Issuance of warrant		9,513,000
Change in fair value		(3,473,000)
Fair value at ending		$ 6,040,000

Equity Incentive Plan- option activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Options Outstanding at end of the period	513,673,885
Number of shares, Exercisable options at end of the period	128,451,772
2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Options Outstanding at beginning of the period	142,949,035	112,649,035	94,349,035
Number of shares, Granted	409,396,700	30,300,000	208,000,000
Number of shares, Forfeited	(38,671,850)		(2,500,000)
Number of shares, Options Outstanding at end of the period	513,673,885	142,949,035	112,649,035	94,349,035
Number of shares, Exercisable options at end of the period	128,451,772
Weighted average exercise price, Outstanding at beginning of the period	$ 0.07	$ 0.09	$ 0.10
Weighted average exercise price, Granted	0.01	0.02	0.02
Weighted average exercise price, Forfeited	0.15		0.02
Weighted average exercise price, Outstanding at end of the period	0.02	0.07	0.09	$ 0.10
Options exercisable at end of the period, Weighted average exercise price	0.04
Weighted average grant date fair value, Granted	0.01	$ 0.01	0.01
Weighted average grant date fair value, Forfeited	$ 0.10		$ 0.02
Weighted average remaining contractual term, Options outstanding during the period (in years)	8 years 8 months 12 days	6 years 9 months 18 days	7 years 1 month 6 days	7 years 7 months 6 days
Weighted average remaining contractual term, Options exercisable at end of the period (in years)	6 years 7 months 6 days
Aggregate intrinsic value, Options outstanding at beginning of the period		$ 0	$ 0
Aggregate intrinsic value, Options outstanding at end of the period	$ 0		$ 0	$ 0
Aggregate intrinsic value, Options exercisable at end of the period	$ 0
Exercise of warrants (in shares)	890,000,000
Share options \| 2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of warrants (in shares)	0	0	0

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019
Laboratory Testing Services
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 89,000	$ 102,000	$ 234,000
Payable balances	23,000	32,000	100,000
Consulting Services [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	92,000	100,000	100,000
The Doctors Laboratory
Related Party Transaction [Line Items]
Operating Lease, Expense	$ 129,000	$ 146,000	$ 133,000

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

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+ Details

Nature of Business (Details) - USD ($)	12 Months Ended
Nature of Business (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 28, 2023
Nature Of Business
Cash	$ 13,249,945	$ 9,361,270
Net loss	$ (17,748,062)	$ (17,424,237)	$ (17,081,617)
Expected
Nature Of Business
Cash				$ 3,700,000

- Definition

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

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+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Schedule of estimated useful lives of the assets


		Years
Computers, peripheral, and scientific equipment		3
Office furniture and equipment		3

Schedule of components of property and equipment


	December 31,		December 31,
	2022		2021
Computers, peripheral, and scientific equipment	$	85,489	$	85,489
Office furniture and equipment		79,449		79,449
Total property and equipment		164,938		164,938
Less: Accumulated depreciation		(164,938)		(164,938)
Property and equipment, net	$	—	$	—

Schedule of changes in accumulated other comprehensive loss


Balance January 1, 2020	$	(348,860)
Net current period other comprehensive loss		(299,205)
Balance December 31, 2020	$	(648,065)
Net current period other comprehensive income		107,098
Balance December 31, 2021	$	(540,967)
Net current period other comprehensive loss		(229,872)
Balance December 31, 2022	$	(770,839)

Equity Incentive Plan

12 Months Ended

Dec. 31, 2022

Equity Incentive Plan

Equity Incentive Plan

NOTE 5 – Equity Incentive Plan

In accordance with the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), the number of shares that may be issued upon exercise of options under the Plan shall not exceed 890,000,000 ordinary shares. At December 31, 2022, 354,850,715 ordinary shares were available for future issuance under the Plan. The option plan is administered by the Company’s Board of Directors and grants are made pursuant thereto by the compensation committee. The per share exercise price for the shares to be issued pursuant to the exercise of an option shall be such price equal to the fair market value of the Company’s ordinary shares on the grant date and set forth in the individual option agreement. Options expire ten years after the grant date and typically vest over one to four years.

Shares that are expired, terminated or canceled are returned to the 2014 Plan and made available for future awards.

Options

The following is a summary of the Company’s option activity under the 2014 Plan for the years ended December 31, 2022, 2021 and 2020:


						Weighted
						average
		Weighted		Weighted		remaining
		average		average		contractual	Aggregate
	Number	exercise		grant date		term	intrinsic
	of shares	price		fair value		(in years)	value
Options outstanding as of January 1, 2020	94,349,035	$	0.10		—	7.6	$	—
Granted	208,000,000	$	0.02	$	0.01	—		—
Forfeited	(2,500,000)	$	0.02	$	0.02	—		—
Options outstanding at December 31, 2020	112,649,035	$	0.09		—	7.1	$	—
Granted	30,300,000	$	0.02	$	0.01	—		—
Options outstanding at December 31, 2021	142,949,035	$	0.07		—	6.8	$	—
Granted	409,396,700	$	0.01	$	0.01	—		—
Forfeited	(38,671,850)	$	0.15	$	0.10	—		—
Options outstanding at December 31, 2022	513,673,885	$	0.02		—	8.7	$	—
Exercisable options at December 31, 2022	128,451,772	$	0.04		—	6.6	$	—

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

No stock option awards were exercised during the years ended December 31, 2022, 2021 and 2020.

Option Valuation

Below are the assumptions used to determine the fair value of stock awards granted during the years ended December 31, 2022, 2021 and 2020:


	December 31,
	2022		2021		2020
Expected dividend yield	0	%	0	%	0	%
Expected volatility	72.8-90.4	%	70.7-83.2	%	83.9-86.9	%
Risk-free interest	1.46-4.34	%	0.64-1.25	%	0.38-0.49	%
Expected life	5.5-6.25	years	5.5-6.25	years	5.5-6.25	years

The following is a summary of the Company’s share options granted separated into ranges of exercise price as of December 31, 2022:


					Remaining	Weighted
		Weighted			contractual	average
		average	Weighted		life for	exercise
Exercise		remaining	average		exercisable	price for
price	Options	contractual	exercise	Options	options	exercisable
(range) ($)	outstanding	life (years)	price ($)	exercisable	(years)	options ($)
<0.01	106,500,000	9.8	0.01	—	—	—
0.01	286,896,700	9.3	0.01	29,674,587	9.2	0.01
0.02-0.05	102,000,000	6.8	0.02	80,500,000	6.3	0.02
0.12-0.32	18,277,185	3.3	0.16	18,277,185	3.3	0.16
	513,673,885			128,451,772

Restricted Stock Units

The Company began awarding restricted stock units (“RSUs”) during the year ended December 31, 2022. RSUs are stock-based awards granted to recipients with specified vesting provisions. In the case of RSUs, ordinary shares are generally delivered on or following satisfaction of vesting conditions. The Company issues RSUs to management that vest solely based on the recipient’s continued service over time, primarily with a two-year vesting (“Time-Based RSUs”). For these RSUs, the Company recognizes the cost as compensation expense on a straight-line basis.

The Company estimates the fair value of its Time-Based RSUs on the date of grant based on the Company’s closing stock price at the time of grant.

The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2022:


		Weighted
		average
		grant date
	Shares/	fair value
	Units	per share
Unvested as of January 1, 2022	—		—
Granted	21,475,400	$	0.01
Vested	—		—
Forfeited	—		—
Unvested as of December 31, 2022	21,475,400	$	0.01

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss:


	Years Ended December 31,
	2022		2021		2020
Research and development	$	120,191	$	55,028	$	82,192
General and administrative		614,916		259,622		243,331
Total stock-based compensation expense	$	735,107	$	314,650	$	325,523

As of December 31, 2022, total unrecognized compensation cost related to unvested share-based payment awards was $2,739,097, which is expected to be recognized over a weighted average period of 3.1 years.

Fair Value Measurements - Level 3 Reconciliation (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 08, 2020	Dec. 31, 2022
Fair Value Measurements
Fair value at beginning	$ 1,014,868
Issuance of warrant	2,749,369	$ 14,798,000
Reclassification of warrant liability to shareholders' equity	7,874
Changes in values of liabilities related to options and warrants	556,810	6,946,000
Fair value at ending	$ 3,199,553	$ 7,852,000

Equity Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2022

Equity Incentive Plan

Schedule of share option activity and related information for employees and directors


						Weighted
						average
		Weighted		Weighted		remaining
		average		average		contractual	Aggregate
	Number	exercise		grant date		term	intrinsic
	of shares	price		fair value		(in years)	value
Options outstanding as of January 1, 2020	94,349,035	$	0.10		—	7.6	$	—
Granted	208,000,000	$	0.02	$	0.01	—		—
Forfeited	(2,500,000)	$	0.02	$	0.02	—		—
Options outstanding at December 31, 2020	112,649,035	$	0.09		—	7.1	$	—
Granted	30,300,000	$	0.02	$	0.01	—		—
Options outstanding at December 31, 2021	142,949,035	$	0.07		—	6.8	$	—
Granted	409,396,700	$	0.01	$	0.01	—		—
Forfeited	(38,671,850)	$	0.15	$	0.10	—		—
Options outstanding at December 31, 2022	513,673,885	$	0.02		—	8.7	$	—
Exercisable options at December 31, 2022	128,451,772	$	0.04		—	6.6	$	—

Schedule of assumptions used to determine the fair value of stock granted


	January 4,		March 10,
	2022		2022
Expected dividend yield	0	%	0	%
Expected volatility	110	%	110	%
Risk-free interest	1.4	%	1.9	%
Expected life in years	5.0		5.0


	December 31,
	2022		2021		2020
Expected dividend yield	0	%	0	%	0	%
Expected volatility	72.8-90.4	%	70.7-83.2	%	83.9-86.9	%
Risk-free interest	1.46-4.34	%	0.64-1.25	%	0.38-0.49	%
Expected life	5.5-6.25	years	5.5-6.25	years	5.5-6.25	years

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range


					Remaining	Weighted
		Weighted			contractual	average
		average	Weighted		life for	exercise
Exercise		remaining	average		exercisable	price for
price	Options	contractual	exercise	Options	options	exercisable
(range) ($)	outstanding	life (years)	price ($)	exercisable	(years)	options ($)
<0.01	106,500,000	9.8	0.01	—	—	—
0.01	286,896,700	9.3	0.01	29,674,587	9.2	0.01
0.02-0.05	102,000,000	6.8	0.02	80,500,000	6.3	0.02
0.12-0.32	18,277,185	3.3	0.16	18,277,185	3.3	0.16
	513,673,885			128,451,772

Summary of activity of the Company's unvested RSUs


		Weighted
		average
		grant date
	Shares/	fair value
	Units	per share
Unvested as of January 1, 2022	—		—
Granted	21,475,400	$	0.01
Vested	—		—
Forfeited	—		—
Unvested as of December 31, 2022	21,475,400	$	0.01

Schedule of stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss:


	Years Ended December 31,
	2022		2021		2020
Research and development	$	120,191	$	55,028	$	82,192
General and administrative		614,916		259,622		243,331
Total stock-based compensation expense	$	735,107	$	314,650	$	325,523

Fair Value Measurements - Assumptions used for the fair value calculations of warrants (Details)	Dec. 31, 2022 $ / shares Y	Sep. 14, 2022 $ / shares Y
Series A warrants \| Exercise price
Fair Value Measurements
Warrants outstanding, measurement input	0.85	0.85
Series A warrants \| Volatility
Fair Value Measurements
Warrants outstanding, measurement input	0.800	1.000
Series A warrants \| Stock price
Fair Value Measurements
Warrants outstanding, measurement input	0.47	0.71
Series A warrants \| Risk-free rate
Fair Value Measurements
Warrants outstanding, measurement input	0.0437	0.0378
Series A warrants \| Expected term (in years)
Fair Value Measurements
Warrants outstanding, measurement input \| Y	1.7	2.0
Series B warrants \| Exercise price
Fair Value Measurements
Warrants outstanding, measurement input	0.85	0.85
Series B warrants \| Volatility
Fair Value Measurements
Warrants outstanding, measurement input	1.200	1.200
Series B warrants \| Stock price
Fair Value Measurements
Warrants outstanding, measurement input	0.47	0.71
Series B warrants \| Risk-free rate
Fair Value Measurements
Warrants outstanding, measurement input	0.0396	0.0352
Series B warrants \| Expected term (in years)
Fair Value Measurements
Warrants outstanding, measurement input \| Y	6.7	7.0

Shareholders' Equity- Reclassification of warrants to shareholders equity (Details) - USD ($)	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 08, 2020	Dec. 31, 2022	Dec. 31, 2020
Shareholders' Equity
Fair value at beginning	$ 3,199,553	$ 1,014,868		$ 1,014,868
Issuance of 2020 Warrants		2,749,369	$ 14,798,000
Reclassification of warrant liability to shareholders' equity upon exercise of 12,500 warrant ADSs		(7,874)
Change in fair value of liabilities related to warrants		(556,810)	(6,946,000)
Reclassification to additional-paid-in capital with in shareholders' equity	$ (3,199,553)			$ (3,199,553)
Fair value at ending		$ 3,199,553	$ 7,852,000
Warrants issued to purchase ADS (in shares)		12,500

Income Taxes - Income taxes at the UK statutory rate compared to the Company's income tax expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes.
Net loss before income tax	$ (17,748,062)	$ (17,424,237)	$ (17,081,617)
Statutory rate	19.00%	19.00%	19.00%
Expected income tax recovery	$ (3,372,132)	$ (3,310,605)	$ (3,245,507)
Impact on income tax expense/recovery from
Change in valuation allowance	4,327,206	3,958,517	4,287,778
Permanent differences	408,400	39,572	81
U.S. state taxes (net of FBOS)	(1,114,279)	(534,862)	(655,877)
Tax rate difference in foreign jurisdictions	(248,042)	(122,064)	(136,343)
Change of tax rate due to U.S. tax reform	4,200	60,369	0
Change in equity compensation	751,989	0	0
Change in operating losses	(132,989)	0	0
Change of tax rate from prior year	(624,353)	(90,927)	0
Deferred tax adjustments	0	0	250,132
Income tax expense	$ 0	$ 0	$ 0

Shareholders' Equity - outstanding warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Beginning Balance	5,007,485	4,609,101
Warrants Issued	36,545,990	398,384
Ending Balance	41,553,475	5,007,485
2019 Investor Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	1,184,213	1,184,213
Exercise Price	$ 3.00
Ending Balance	1,184,213	1,184,213
2019 Placement Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	177,629	177,629
Exercise Price	$ 2.85
Ending Balance	177,629	177,629
2020 Investor Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	2,797,636	2,797,636
Exercise Price	$ 2.20
Ending Balance	2,797,636	2,797,636
2020 Placement Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	449,623	449,623
Exercise Price	$ 2.55
Ending Balance	449,623	449,623
July 2021 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	398,384
Exercise Price	$ 2.32
Warrants Issued		398,384
Ending Balance	398,384	398,384
December 2021 Investor Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 1.65
Warrants Issued	2,155,507
Ending Balance	2,155,507
December 2021 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 1.75
Warrants Issued	172,441
Ending Balance	172,441
March 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 1.40
Warrants Issued	3,720,409
Ending Balance	3,720,409
March 2022 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 1.50
Warrants Issued	297,633
Ending Balance	297,633
Series A warrants \| September 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 0.85
Warrants Issued	15,100,000
Ending Balance	15,100,000
Series B warrants \| September 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Exercise Price	$ 0.85
Warrants Issued	15,100,000
Ending Balance	15,100,000

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

NOTE 6 – Related Party Transactions

London Office Lease - The Company leases its offices in London from The Doctors Laboratory (“TDL”) and has incurred expenses of approximately $129,000, $146,000 and $133,000 plus VAT during the years ended December 31, 2022, 2021 and 2020, respectively. David Byrne, a non-employee director of the Company, is the Chief Executive Officer of TDL and Dr. Ray Prudo, the Company’s former Executive Chairman, is the non-Executive Chairman of the Board of Directors of TDL.

Laboratory Testing Services - The Company received laboratory testing services for its clinical trials provided by TDL, including certain administrative services, and has incurred expenses of approximately $89,000, $102,000 and $234,000 plus VAT during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recorded payable balances to TDL of approximately $23,000, $32,000 and $100,000 plus VAT as of December 31, 2022, 2021 and 2020, respectively.

Consulting - A non-employee director of the Company began providing business development consulting services in January 2018. The consulting agreement was terminated in November 2022. The Company incurred expenses of approximately $92,000, $100,000 and $100,000 during the years ended December 31, 2022, 2021 and 2020, respectively, relating to these consulting services.

Shareholders' Equity - Additional Information (Details)						1 Months Ended	12 Months Ended
Shareholders' Equity - Additional Information (Details)	Sep. 14, 2022 USD ($) $ / shares shares	Mar. 10, 2022 USD ($) $ / shares shares	Dec. 29, 2021 USD ($) $ / shares shares	Jul. 07, 2021 USD ($) D $ / shares shares	Jun. 30, 2020 USD ($) item $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Jan. 04, 2022 USD ($)	Jul. 16, 2021 USD ($)	Dec. 08, 2020 shares
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)												12,500
Excess fair value of warrant liability over cash proceeds \| $							$ 1,963,000	$ 0	$ 0
Proceeds from sale of ADS \| $							$ 25,193,991	$ 14,292,753	$ 25,046,461
Nominal value of ADS (in per warrant ADS) \| $ / shares							$ 0.0001	$ 0.0001
Threshold Period For Exercise Of Warrants On Cashless Basis	6 months
Number of Ordinary Shares Representing One American Depositary Share					100	100
Long-term Purchase Commitment, Period					30 months
Percentage of aggregate shares							30.00%
Maximum number of Adss traded each working day							250,000
Per share price \| $ / shares					$ 0.0001	$ 0.0001
Warrants Issued							36,545,990	398,384
Aspire Capital Fund LLC
Class of Stock [Line Items]
Number of Shares to be Issued					40,760,900	40,760,900
Percentage of volume weighted average price indicating purchase price					97.00%
American Depositary Shares \| Aspire Capital Fund LLC
Class of Stock [Line Items]
Share issue price (in dollars per ADS) \| $ / shares						$ 0.25
Number of Shares to be Issued					150,000	150,000
Sale of Stock, Description of Transaction					30% of the aggregate shares of the Company’s ADSs traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of 250,000 ADSs
2020 Purchase Agreement
Class of Stock [Line Items]
Proceeds from sale of ADS \| $					$ 30,000,000.0
2020 Purchase Agreement \| Aspire Capital Fund LLC
Class of Stock [Line Items]
Aggregate ADSs issued (in shares)							0	117,647,100	460,758,800
Proceeds from sale of ADS \| $					$ 30,000,000.0			$ 2,000,001	$ 6,000,000
Long-term Purchase Commitment, Period					30 months
Fair value of commitment shares \| $					$ 900,000	$ 900,000
Amount available under the share purchase commitment facility \| $					$ 8,000,000.0	$ 8,000,000.0
Fair value of warrants \| $											$ 231,063
2020 Purchase Agreement \| American Depositary Shares
Class of Stock [Line Items]
Arithmetic average number of lowest closing prices for purchase of ADSs					3
Registered direct offering
Class of Stock [Line Items]
Aggregate ADSs issued (in shares)		7,440,833	4,311,019
Share issue price (in dollars per ADS) \| $ / shares		$ 1.20	$ 1.40
Proceeds from sale of ADS \| $		$ 8,900,000	$ 6,000,000.0
Received from issuance of offering \| $								$ 1,100,000
Grant date fair value of warrants \| $	$ 14,798,000
Excess fair value of warrant liability over cash proceeds \| $	$ 1,963,000
Stock issuance costs \| $							$ 1,700,000
Fair value of warrants \| $							$ 7,852,000
Exercise price of warrants (in dollars per ADS) \| $ / shares		$ 1.50
Expiration term of warrants			5 years
Nominal value of ADS (in per warrant ADS) \| $ / shares	$ 0.0001
Warrants Issued							4,018,042
Registered direct offering \| Series A warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)	15,100,000
Exercise price of warrants (in dollars per ADS) \| $ / shares	$ 0.85
Expiration term of warrants	2 years
Registered direct offering \| Series B warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)	15,100,000
Exercise price of warrants (in dollars per ADS) \| $ / shares	$ 0.85
Expiration term of warrants	7 years
Registered direct offering \| Investor warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)		3,720,409	2,155,507
Exercise price of warrants (in dollars per ADS) \| $ / shares		$ 1.40	$ 1.65
Expiration term of warrants		5 years
Registered direct offering \| Placement agent
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)		297,633	172,441
Stock issuance costs \| $		$ 774,320	$ 542,834
Registered direct offering \| American Depositary Shares
Class of Stock [Line Items]
Aggregate ADSs issued (in shares)	15,100,000
Share issue price (in dollars per ADS) \| $ / shares	$ 0.85
Proceeds from sale of ADS \| $	$ 12,835,000
Exercise price of warrants (in dollars per ADS) \| $ / shares			$ 1.75
Nominal value of ADS (in per warrant ADS) \| $ / shares		$ 0.0001	$ 0.0001
Registered direct offering \| American Depositary Shares \| Series A warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)	15,100,000
Share issue price (in dollars per ADS) \| $ / shares	$ 0.85
Registered direct offering \| American Depositary Shares \| Series B warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)	15,100,000
Share issue price (in dollars per ADS) \| $ / shares	$ 0.85
Registered Direct Offering 2021
Class of Stock [Line Items]
Warrants Issued							2,327,948
Fair value of warrants \| $		$ 3,693,622								$ 2,605,577
2021 Private Placement
Class of Stock [Line Items]
Aggregate ADSs issued (in shares)				7,947,529
Proceeds from sale of ADS \| $				$ 12,300,000
Share issue price (in dollars per ADS) \| $ / shares				$ 1.55
2021 Private Placement \| 2021 Warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares)				398,384
Stock issuance costs \| $				$ 993,000
Exercise price of warrants (in dollars per ADS) \| $ / shares				$ 3.00
Expiration term of warrants				5 years
Nominal value of ADS (in per warrant ADS) \| $ / shares				$ 0.0001
Threshold Consecutive Trading Day Period To Call For Exercise Of Warrants \| D				10
Threshold Period For Exercise Of Warrants On Cashless Basis				9 months
Warrants Issued							398,384
2021 Private Placement \| American Depositary Shares \| 2021 Warrants
Class of Stock [Line Items]
Exercise price of warrants (in dollars per ADS) \| $ / shares				$ 2.32

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

NOTE 3 – Fair Value Measurements

The following table presents information about the Company’s financial liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such values:


December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liability - Series A	$	—	$	—	$	1,812,000	$	1,812,000
Warrant liability - Series B		—		—		6,040,000		6,040,000
	$	—	$	—	$	7,852,000	$	7,852,000

There were no transfers between Level 1, Level 2 and Level 3 during the year ended December 31, 2022.

Series A and Series B Warrants

The fair value of the warrant liability is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

On September 14, 2022, the Company’s sale of ADSs to accredited and institutional investors (See Note 4) also included the issuance of series A and series B warrants. The series A warrants allow the investors to purchase an aggregate of 15,100,000 ADSs at $0.85 per ADS (“Series A warrants”). The Series A warrants are immediately exercisable and expire two years from issuance (September 14, 2024). The series B warrants allow the investors to purchase an aggregate of 15,100,000 ADSs at $0.85 per ADS (“Series B warrants”). The Series B warrants are immediately exercisable and expire seven years from issuance (September 14, 2029). The Series A warrants and the Series B warrants may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants. Pursuant to the cashless exercise provision, the warrant holder must make an additional payment to the Company equal to the nominal value of an ADS (i.e., $0.0001) per warrant ADS to be issued pursuant to the cashless exercise.

The fair value of the Series A and Series B warrants was determined using the Black-Scholes Option Pricing Model, which uses various assumptions, including (i) fair value of the Company’s ADSs, (ii) exercise price of the warrant, (iii) expected term of the warrant, (iv) expected volatility and (v) expected risk-free interest rate.

Below are the assumptions used for the fair value calculations of warrants issued on September 14, 2022:


	September 14, 2022						December 31, 2022
	Series A			Series B			Series A			Series B
Stock price	$	0.71		$	0.71		$	0.47		$	0.47
Exercise price	$	0.85		$	0.85		$	0.85		$	0.85
Expected term (in years)		2.0			7.0			1.7			6.7
Volatility		100.0	%		120.0	%		80.0	%		120.0	%
Risk-free rate		3.78	%		3.52	%		4.37	%		3.96	%

The following table summarizes the activity in the warrant liability during the year ended December 31, 2022:


	Series A		Series B		Total
Fair value at January 1, 2022	$	—	$	—	$	—
Issuance of warrant		5,285,000		9,513,000		14,798,000
Change in fair value		(3,473,000)		(3,473,000)		(6,946,000)
Fair value at December 31, 2022	$	1,812,000	$	6,040,000	$	7,852,000

- Definition

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

+ References + Details

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Property and equipment, gross	$ 164,938	$ 164,938
Less: Accumulated depreciation	(164,938)	(164,938)
Property and equipment, net	$ 0	0
Computers, peripheral, and scientific equipment
Summary of Significant Accounting Policies
Property, pant and equipment, useful life	3 years
Property and equipment, gross	$ 85,489	85,489
Office furniture and equipment
Summary of Significant Accounting Policies
Property, pant and equipment, useful life	3 years
Property and equipment, gross	$ 79,449	$ 79,449

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies.
Rental expense	$ 169,000	$ 183,000	$ 173,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Schedule of financial liabilities measured at fair value on a recurring basis


December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liability - Series A	$	—	$	—	$	1,812,000	$	1,812,000
Warrant liability - Series B		—		—		6,040,000		6,040,000
	$	—	$	—	$	7,852,000	$	7,852,000

Schedule of assumptions used for the fair value calculations of the warrants


	September 14, 2022						December 31, 2022
	Series A			Series B			Series A			Series B
Stock price	$	0.71		$	0.71		$	0.47		$	0.47
Exercise price	$	0.85		$	0.85		$	0.85		$	0.85
Expected term (in years)		2.0			7.0			1.7			6.7
Volatility		100.0	%		120.0	%		80.0	%		120.0	%
Risk-free rate		3.78	%		3.52	%		4.37	%		3.96	%

Schedule of the activity in the warrant liability


	Series A		Series B		Total
Fair value at January 1, 2022	$	—	$	—	$	—
Issuance of warrant		5,285,000		9,513,000		14,798,000
Change in fair value		(3,473,000)		(3,473,000)		(6,946,000)
Fair value at December 31, 2022	$	1,812,000	$	6,040,000	$	7,852,000

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	19.00%	19.00%	19.00%
Effective Income Tax Rate Reconciliation, Tax Credit, Percent	14.50%
Foreign Tax Authority
Income Taxes
Operating loss carryforwards	$ 106.3
England
Income Taxes
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	19.00%
United Kingdom \| Domestic Tax Authority
Income Taxes
Operating loss carryforwards	$ 108.7
United States
Income Taxes
2032	1.1
2034	14.8
2036	3.7
2037	10.4
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	50.8
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	24.8
Switzerland
Income Taxes
2023	$ 0.7