0001410578-22-001546 | 20-F | XBRL Viewer

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2021 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Document Shell Company Report	false
Entity Registrant Name	Akari Therapeutics, Plc
Entity File Number	001-36288
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 Interactive Data Current	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Central Index Key	0001541157
Amendment Flag	false
Document Accounting Standard	U.S. GAAP
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Common Stock, Shares Outstanding	4,759,731,923
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	New York, New York
Business Contact [Member]
Document Information [Line Items]
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 Share
Document Information [Line Items]
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
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, $0.0001 par value per share*

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 9,361,270	$ 14,055,777
Prepaid expenses	2,173,528	292,680
Other current assets	90,301	229,200
Total Current Assets	11,625,099	14,577,657
Patent acquisition costs, net	22,929	27,150
Total Assets	11,648,028	14,604,807
Current Liabilities:
Accounts payable	1,788,563	3,380,782
Accrued expenses	3,184,883	1,839,706
Liability related to deposits received for share subscriptions	1,120,000	0
Total Liabilities	6,093,446	5,220,488
Commitments and Contingencies
Shareholders' Equity:
Share capital of $0.0001 par value Authorized: 15,000,000,000 ordinary shares; issued and outstanding: 4,759,731,923 and 3,847,331,923 at December 31, 2021 and December 31, 2020, respectively	475,973	384,733
Additional paid-in capital	153,130,813	139,734,651
Capital redemption reserve	52,193,811	52,193,811
Accumulated other comprehensive loss	(540,967)	(648,065)
Accumulated deficit	(199,705,048)	(182,280,811)
Total Shareholders' Equity	5,554,582	9,384,319
Total Liabilities and Shareholders' Equity	$ 11,648,028	$ 14,604,807

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Expenses:
Research and development expenses	$ 9,133,455	$ 8,820,204	$ 8,739,420
General and administrative expenses	8,080,681	9,160,770	8,223,700
Total Operating Expenses	17,214,136	17,980,974	16,963,120
Loss from Operations	(17,214,136)	(17,980,974)	(16,963,120)
Other Income:
Interest income	10,600	13,615	5,531
Changes in fair value of warrant liabilities - gain	0	556,810	198,948
Foreign currency exchange losses	(193,219)	(350,939)	(67,256)
Other expenses	(27,482)	(22,007)	(20,306)
Total Other (Loss) Income	(210,101)	899,357	116,917
Net Loss	(17,424,237)	(17,081,617)	(16,846,203)
Other Comprehensive Income:
Foreign Currency Translation Adjustment	107,098	(299,205)	3,566
Comprehensive Loss	$ (17,317,139)	$ (17,380,822)	$ (16,842,637)
Loss per ordinary share (basic)	$ 0.00	$ (0.01)	$ (0.01)
Loss per ordinary share (diluted)	$ 0.00	$ (0.01)	$ (0.01)
Weighted average ordinary shares (basic)	4,292,112,667	3,159,037,588	1,830,998,609
Weighted average ordinary shares (diuted)	4,292,112,667	3,159,037,588	1,830,998,609

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Capital Redemption Reserve.	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Shareholders' Equity at Dec. 31, 2018	$ 23,651,277	$ 129,422,851		$ (352,426)	$ (148,352,991)	$ 4,368,711
Shareholders' Equity (in shares) at Dec. 31, 2018	1,580,693,413
Stock-based compensation	$ 0	1,047,387	$ 0	0	0	1,047,387
Issuance of ordinary shares, net of issuance costs	$ 8,335,739	3,098,398		0	0	11,434,137
Issuance of ordinary shares, net of issuance costs (in shares)	665,172,500
Comprehensive income (loss)	$ 0	0	0	3,566	(16,846,203)	(16,842,637)
Shareholders' Equity at Dec. 31, 2019	$ 31,987,016	133,568,636	0	(348,860)	(165,199,194)	7,598
Shareholders' Equity (in shares) at Dec. 31, 2019	2,245,865,913
Stock-based compensation		325,523				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	900,000
Issuance of share capital for entering into 2020 Purchase Agreement with Aspire Capital (in shares)	40,760,900
Exercise of warrants	$ 15,941	11,559		0	0	27,500
Exercise of warrants (in shares)	1,250,000
Issuance of share capital upon conversion of deferred shares	$ 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
Comprehensive income (loss)	0			(299,205)	(17,081,617)	(17,380,822)
Shareholders' Equity at Dec. 31, 2020	$ 384,733	139,734,651	52,193,811	(648,065)	(182,280,811)	9,384,319
Shareholders' Equity (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 income (loss)	$ 0			107,098	(17,424,237)	(17,317,139)
Shareholders' Equity at Dec. 31, 2021	$ 475,973	$ 153,130,813	$ 52,193,811	$ (540,967)	$ (199,705,048)	$ 5,554,582
Shareholders' Equity (in shares) at Dec. 31, 2021	4,759,731,923

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (17,424,237)	$ (17,081,617)	$ (16,846,203)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,126	8,907	19,205
Stock-based compensation	314,650	325,523	1,047,387
Financing expense	0	900,000	0
Changes in fair value of the liability for warrants	0	(556,810)	(198,948)
Foreign currency exchange gains	242,503	(490,782)	(30,366)
Decrease (increase) in assets:
Prepaid expenses and other current assets	(1,742,261)	192,054	710,335
(Decrease) increase in liabilities:
Accounts payable and accrued expenses	(241,309)	(247,683)	2,380,277
Total adjustments	(1,422,291)	131,209	3,927,890
Net Cash Used in Operating Activities	(18,846,528)	(16,950,408)	(12,918,313)
Cash Flows from Financing Activities:
Net proceeds from issuance of shares	14,292,753	25,046,461	12,647,953
Net proceeds from exercise of warrants to purchase shares	0	27,500	0
Net Cash Provided by Financing Activities	14,292,753	25,073,961	12,647,953
Effect of Exchange Rates on Cash	(140,732)	200,533	34,084
Net Increase (Decrease) in Cash	(4,694,507)	8,324,086	(236,276)
Cash, beginning of period	14,055,777	5,731,691	5,967,967
Cash, end of period	$ 9,361,270	$ 14,055,777	$ 5,731,691

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

NOTE 2 – Summary of Significant Accounting Policies

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

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management’s estimates and judgments include assumptions used in the evaluation of impairment and useful lives of intangible assets (patents), accrued liabilities, deferred income taxes, liabilities related to warrants, stock-based compensation and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions.

Fair Value Measurements – The carrying amounts of financial instruments, including cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities.

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 on the Consolidated Balance Sheets and measured at their grant date fair values and subsequently re-measured at each reporting period, with changes being recorded as a component of Comprehensive Income (Loss) and included in changes in fair value of warrant liabilities - gain (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 3).

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, 2021 and December 31, 2020.

Prepaid Expenses – Payments made prior to the receipt of goods or services are capitalized until the goods or services are received. Prepaid expenses for the years ended December 31, 2021 and 2020 were $2,173,528 and $292,680, respectively.

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,
	2021		2020
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, 2021, 2020 and 2019 was $0, $5,013 and $15,412, respectively, and was recorded in both research and development expenses and general and administrative expenses in the Consolidated Statements of 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, 2021, 2020 and 2019 was $4,126, $3,894 and $3,793, 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, 2021, 2020 and 2019 were $9,133,455, $8,820,204 and $8,739,420, respectively. The Company accounts for research and development tax credits at the time its realization becomes probable as a credit to research and development expenses in the Consolidated Statements of Comprehensive Loss (See Note 7). The Company realized $3,066,875 of research and development tax credits in 2021 related to the 2020 tax year, $3,372,093 of research and development tax credits in 2020 related to the 2019 tax year and $7,907,213 in 2019 related to the 2018 and 2017 tax years.

Stock-Based Compensation Expense – Stock-based compensation expense is recorded using the fair-value based method for all awards granted. Compensation costs for stock options and awards is recorded in earnings (loss) over the requisite service period based on the fair value of those options and awards. For employees, fair value is estimated at the grant date, and for non-employees, fair value is re-measured at each reporting date as required by Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation ," and Accounting Standards Updates (ASU) 2018-07, Compensation - Stock Compensation ." Stock options for non-employee directors for their services as directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer's shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. Awards granted to those individuals for other services shall be accounted for as awards to non-employees. Fair values of awards granted under the share option plans are estimated using a Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. The Company classifies its stock-based payments which are settled in ordinary shares as equity-classified awards. The Company accounts for awards of equity instruments issued to employees, non-employees and directors under the fair value method of accounting and recognizes such amounts, upon vesting, in general administrative or research and development expenses within its Consolidated Statements of Comprehensive Loss.

Leases – The Company accounts for its leases in accordance with Accounting Standards Updates (ASU) No. 2016-02, Leases (“ASU 2016-2). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Operating leases are classified as right of use ("ROU") assets, short term lease liabilities, and long-term lease liabilities. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are amortized and lease liabilities accrete to yield straight-line expense over the term of the lease. Lease payments included in the measurement of the lease liability are comprised of fixed payments. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to all underlying asset categories. Leasehold improvements are capitalized and depreciated over the lesser of useful life or lease term. As of December 31, 2021, the Company did not have a lease with a term longer than twelve months.

Concentration of Credit Risk – Financial instruments that subject the Company to credit risk consist of cash. The Company maintains cash with well-capitalized financial institutions. At times, those amounts may exceed insured limits. The Company has no other significant concentrations of credit risk.

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

The Company accounts for income taxes in accordance with the accounting rules that require an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit 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, 2021 and December 31, 2020.

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, 2021 and 2020, 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, 2021, 2020 and 2019:


Balance January 1, 2019	$	(352,426)
Net current period other comprehensive loss		3,566
Balance December 31, 2019	$	(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)

Recent Accounting Pronouncements

Adopted during the year –

On August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies certain disclosure requirements for reporting fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of the guidance did not have a material impact on the consolidated financial statements. The Company has updated its fair value footnote (Note 3) with additional and modified disclosures as required by the standard upon adoption.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected and requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. This standard is effective for public companies who are SEC filers for fiscal years beginning after December 15, 2019, including interim periods within those years. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which expands the scope of the practical expedient that allows entities to exclude the accrued interest component of amortized cost from various disclosures required by ASC 326 to also include certain disclosures required by ASC 320. Entities that elect to apply the practical expedient must disclose the total amount of accrued interest that they exclude from their disclosures of amortized cost. The amendments have the same effective dates as ASU 2016-13 (Topic 326) for entities that have not yet adopted that standard. The Company adopted ASU 2016-13 and ASU 2019-11 effective January 1, 2020. The adoption of the guidance did not have a material impact on the consolidated financial statements and accompanying notes.

On December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. The adoption of the guidance did not have a material impact on the consolidated financial statements and accompanying notes.

Recently Issued Accounting Pronouncements Not Yet Adopted –

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 is currently evaluating the impacts of ASU 2020-06 on its consolidated financial statements and related disclosures.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

NOTE 3 – Fair Value Measurements

Fair value of financial instruments:

The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange.

The carrying amounts of cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments.

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; or

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 an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Warrants -

2019 Registered Direct Offering - On July 3, 2019, the Company sold to certain institutional investors, accredited investors and an existing shareholder, RPC Pharma Ltd., an affiliated entity of Dr. Ray Prudo, the Company’s Chairman, an aggregate of 2,368,392 ADSs in a registered direct offering at $1.90 per ADS, resulting in gross proceeds of approximately $4.5 million (the “2019 Registered Direct Offering”). The Company also entered into a letter agreement with Paulson Investment Company, LLC (the “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 2019 Registered Direct Offering, the Company issued to the investors unregistered warrants to purchase an aggregate of 1,184,213 ADSs in a private placement (“2019 Investor Warrants”). The 2019 Investor Warrants are immediately exercisable and will expire five years from issuance at an exercise price of $3.00 per ADS, 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 $4.50. The Company paid to the Placement Agent an aggregate of $337,496 in placement agent fees and expenses and issued unregistered warrants to the Placement Agent to purchase an aggregate of 177,629 ADS (“2019 Placement Warrants”) on the same terms as the 2019 Investor Warrants, except that the 2019 Placement Warrants are exercisable at $2.85 per ADS and expire on June 28, 2024. Both the 2019 Investor Warrants and the 2019 Placement Warrants (together the “2019 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 2019 Warrants issued in connection with this registered direct offering amounted to 1,361,842, all of which were outstanding as of December 31, 2021.

2020 Private Placements - On February 13, 2020, February 19, 2020, February 20, 2020 and February 28, 2020, 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 5,620,296 ADSs in a private placement at $1.70 per ADS for aggregate gross proceeds of approximately $9.5 million (the “2020 Private Placements”). The Company also entered into a letter agreement with Paulson Investment Company, LLC to serve as the placement agent for the Company in connection with this offering. In connection with the offering, on February 21, 2020 and March 3, 2020, the Company issued to the investors unregistered warrants to purchase a total of 2,810,136 ADSs at $2.20 per ADS (“2020 Investor Warrants”). On March 3, 2020, the Company also issued 449,623 ADSs to the Placement Agent at $2.55 per ADS (“2020 Placement Warrants”). The 2020 Investor warrants and the 2020 Placement Warrants (together the “2020 Warrants”) will expire five years from issuance and are immediately exercisable, subject to adjustment as set forth therein. The Company paid to the Placement Agent an aggregate of $808,362 in placement agent fees and expenses. The 2020 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 the 2020 Warrants issued in connection with the 2020 Private Placements amounted to 3,259,759. 3,247,259 of these warrants were outstanding as of December 31, 2021.

2021 Private Placement - 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 Placement”). The Company also entered into a letter agreement with Paulson Investment Company, LLC to serve as the placement agent for the Company in connection with this offering. In connection with the offering, on July 16, 2021, the Company issued to the Placement Agent unregistered warrants to purchase a total of 398,384 ADSs at $2.32 per ADS (“2021 Warrants”). The 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 Placement Agent an aggregate of $993,000 in placement agent fees and expenses. The 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 2021 Warrants issued in connection with the 2021 Private Placement amounted to 398,384, all of which were outstanding as of December 31, 2021.

The Company has determined that at the time of their issuance, the 2019 Warrants and the 2020 Warrants represented freestanding financial instruments whose foreign currency considerations pursuant to cash and cashless exercise require 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. In accordance with ASC 820, the Company measured its 2019 Warrants and the 2020 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 whose inputs include market interest rates, required return on capital, and standard deviation. Unobservable inputs used in these models are significant. The 2019 Warrants and the 2020 Warrants were measured at their grant date fair value and

subsequently remeasured at each reporting period with changes being recorded as a component of other income in the Consolidated Statements of Comprehensive Income (Loss). The total grant date fair value of the 2019 Warrants was $1,213,816 and of the 2020 Warrants was $2,749,369 and they were initially recognized within Current Liabilities in the Consolidated Balance Sheets. The change in fair value of liability related to warrants from period to period, which represents a gain (loss), was recognized as changes in fair value of warrant liabilities – gain (loss) in the Consolidated Statements of Comprehensive Income (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"). As a consequence of the 2020 Redenomination, the Company reassesses, whether its financial instruments or other contracts that previously required derivative accounting within the scope of ASC 815 Financial Instruments either (a) no longer meet the definition of a derivative or (b) meet a scope exception to the derivative guidance due to a change in facts and circumstances. The Company concluded that due to the 2020 Redenomination, the 2019 Warrants and the 2020 Warrants now meet 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 any changes recorded in the Consolidated Statements of Comprehensive Loss and then reclassed the warrant liability balance to additional paid in capital within Shareholders’ Equity.

The costs directly attributable to realizing proceeds of issuing ADSs in connection with the 2019 Registered Direct Offering and the 2020 Private Placements, such as placement agent fees, commissions, legal and accounting fees pertaining to the financing and other external, incremental fees and expenses paid to advisors are recognized on a proportional basis as (1) a component of General and administrative expenses in the Consolidated Statements of Operations, relative to the grant date fair value of the warrant liability as a portion of the total value of the equity raise, and (2) in the Shareholders' Equity in the Consolidated Balance Sheets in accordance with ASC 835-30-45-3, relative to the gross cash proceeds of the private placement as a portion of the total value of the equity raise at the time of the equity raise. The total value of the equity raises equal the sum of the grant date fair values of the warrant liability and the gross cash proceeds of the 2019 Registered Direct Offering and the 2020 Private Placements, respectively.

At December 8, 2020, the fair value of the 2019 Warrants was $882,237 and of the 2020 Warrants $2,317,316, totaling $3,199,553. At December 31, 2019, the fair value of the 2019 Warrants was $1,014,868. The change in fair value of the 2019 Warrants from January 1, 2020 to December 8, 2020 was a decrease of $132,632 and of the outstanding 2020 Warrants for the same period was a decrease of $432,053. In addition, upon exercise of 12,500 of the 2020 Investor Warrant ADSs, the Company reclassified $7,874 of the related warrant liability to shareholders' equity.

Below are the assumptions used for the fair value calculations of the 2019 Warrants as of:


	December 31,		December 8,
	2019		2020
Standard deviation	110.00	%	95.00	%
Annual risk-free interest rate	1.66	%	0.25	%
Required return on equity	19.90	%	19.30	%
Expected life in years	4.50		3.55
Annual turnover rate	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%

Below are the assumptions used for the fair value calculations of the 2020 Warrants as of:


	February 21,		March 3,		December 8,
	2020		2020		2020
Standard deviation	110.00	%	110.00	%	95.00	%
Annual risk-free interest rate	1.3	%	0.77	%	0.31-0.32	%
Required return on equity	19.90	%	19.90	%	19.30	%
Expected life in years	5.0		5.0		4.2
Annual turnover rate	0.00	%	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%	0.08	%

Fair value measurements using significant unobservable inputs (Level 3):


	Fair value of liabilities
	related to warrants
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 (in) Shareholders’ Equity		(3,199,553)
Balance at December 31, 2020	$	—

2021 Warrants

The Company has determined that, at the time of their issuance, the 2021 Warrants met the requirements for classification as equity under ASC 815-40-25. In connection with the 2021 Private Placements, 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 are recognized in Additional paid-in capital of the Shareholders’ Equity in the Consolidated Balance Sheets in accordance with ASC 814-40.

As of December 31, 2021 and December 31, 2020, the Company did not have any financial assets that require fair value measurement on a recurring basis.

- 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

Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Shareholders' Equity

Shareholders' Equity

NOTE 4 – Shareholders’ Equity

2020 Purchase Agreement and Registration Rights Agreement with Aspire Capital –

On June 30, 2020, the Company entered into a Purchase Agreement (“2020 Purchase Agreement”) with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company’s 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 and may be issued to Aspire Capital under the 2020 Purchase Agreement.

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

●

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 submits a Purchase Notice to Aspire Capital in an amount of 150,000 ADSs, the Company also has 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 is generally 97% of the volume-weighted average price for the Company’s ADSs traded on its principal market on the VWAP Purchase Date.

The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.

The 2020 Purchase Agreement provides 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 will control the timing and amount of sales of the Company’s ADSs to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is 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 is 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 is at the market, the Company concluded that the put option has 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 Comprehensive Loss. The 2020 Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has 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 receives under the 2020 Purchase Agreement are expected to be used for working capital and general corporate purposes.

During the twelve months 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 twelve months 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. As of December 31, 2021, $22 million of the original purchase commitment of $30 million remains available under the facility.

2021 Registered Direct Offering –

On December 29, 2021, 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 4,311,019 ADSs in a registered direct placement at $1.40 per ADS for aggregate gross proceeds of approximately $6.0 million (the "2021 Registered Direct") which closed on January 5, 2022. As of December 31, 2021, the Company received approximately $1,120,000 in gross proceeds from investors which were classified as Current liabilities on the balance sheets due to substantive termination rights by investors prior to closing of the 2021 Registered Direct which occurred on January 4 and 5, 2022. The Company also entered into a letter agreement with Paulson Investment Company, LLC to serve as the placement agent (the "Placement Agent") for the Company in connection with this offering. In connection with the offering, on January 4 and 5, 2022, the Company issued to the investors registered warrants to purchase a total of 2,155,507 ADSs at $1.65 per ADS ("January 2022 Investor Warrants"). The Company paid an aggregate of $542,835 in placement agent fees and expenses and issued registered placement agent warrants to the Placement Agent to purchase an aggregate of 172,441 ADS on January 4, 2022 at $1.75 per ADS ("January 2022 Placement Warrants"). The January 2022 Investor Warrants and the January 2022 Placement Warrants (together the "January 2022 Warrants") will expire five years from issuance and are immediately exercisable, subject to adjustment as set forth therein.

2021 Private Placement –

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. In connection with the offering, the Company issued to the unregistered warrants to the placement agent to purchase 398,384 ADSs at $2.32 per ADS (See Note 3).

2020 Private Placements –

On February 13, 2020, February 19, 2020, February 20, 2020 and February 28, 2020, 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 5,620,296 ADSs in a private placement at $1.70 per ADS for aggregate gross proceeds of approximately $9.5 million. 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. In connection with the offering, the Company issued to the investors unregistered warrants to purchase 2,810,136 ADSs at $2.20 per ADS and 449,623 ADSs to the Placement Agent at $2.55 per ADS (See Note 3).

2019 Registered Direct Offering -

On July 3, 2019, the Company sold to certain institutional investors, accredited investors and an existing shareholder, RPC Pharma Ltd., an affiliated entity of Dr. Ray Prudo, the Company's Chairman, an aggregate of 2,368,392 ADSs in a registered direct offering at $1.90 per ADS, resulting in gross proceeds of approximately $4.5 million. The Company also entered into a letter agreement with the Paulson Investment Company to serve as the placement agent for the Company in connection with this offering. In connection with the sale of the ADSs in the 2019 Registered Direct Offering, the Company issued unregistered warrants to investors and the Placement Agent to purchase an aggregate of 1,361,842 ADSs in a private placement at $3.00 per ADS and $2.85 per ADS respectively (See Note 3).


			Balance	Warrants	Warrants	Balance	Warrants	Balance
	Exercise		December 31,	Issued	Exercised	December 31,	Issued	December 31,
Description	Price		2019	in 2020	in 2020	2020	in 2021	2021
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	—	2,810,136	(12,500)	2,797,636	—	2,797,636
2020 Placement Warrants	$	2.55	—	449,623	—	449,623	—	449,623
2021 Warrants	$	2.32	—	—	—	—	398,384	398,384
			1,361,842	3,259,759	(12,500)	4,609,101	398,384	5,007,485

2018 Purchase Agreement and Registration Rights Agreement with Aspire Capital –

On September 26, 2018, the Company entered into a Purchase Agreement (“2018 Purchase Agreement”) with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of the Company’s ADS, with each ADS representing one hundred (100) ordinary shares, during a 30-month period beginning on the effective date of a registration statement related to the 2018 Purchase Agreement. Concurrently with entering into the 2018 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, the sale of the Company’s securities that have been and may be issued to Aspire Capital under the 2018 Purchase Agreement.

Under the 2018 Purchase Agreement, after the SEC declared effective the registration statement referred to above (which occurred in March 2019), 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 $20.0 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

●

Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.

The Purchase Agreement provides 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. There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s ADSs to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is 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 consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the Company issued to Aspire Capital 30,000,000 ordinary shares of the Company (the “2018 Commitment Shares”) and sold to Aspire Capital 25,000,000 ordinary shares (the “2018 Initial Shares”) for gross proceeds of $500,000. The Company recorded the value of the Commitment shares as general and administrative expenses in its Consolidated Statements of Comprehensive Loss. The 2018 Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has 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 2018 Purchase Agreement. Any proceeds the Company receives under the 2018 Purchase Agreement are expected to be used for working capital and general corporate purposes.

In addition to the issuance of the 2018 Commitment Shares and 2018 Initial Shares for gross proceeds of $500,000 in September 2018, during the twelve months ended December 31, 2020, the Company sold to Aspire Capital 536,666,700 ordinary shares of the Company for gross proceeds of $10,360,254. During the twelve months ended December 31, 2019, the Company sold to Aspire Capital 428,333,300 ordinary shares of the Company for gross proceeds of $8,768,125. On June 30, 2020, the Company terminated the 2018 Purchase Agreement in connection with the entry of the 2020 Purchase Agreement.

Share option plan –

In accordance with the Company’s 2014 Equity Incentive Plan (the “Plan”), the number of shares that may be issued upon exercise of options under the Plan shall not exceed 400,000,000 ordinary shares. At December 31, 2021, 257,050,965 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.

The following is a summary of the Company’s share option activity and related information for employees and directors for the years ended December 31, 2021, 2020 and 2019:


						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, 2019	94,096,998	$	0.12			8.4	$	—
Changes during the period:
Granted	7,800,000	$	0.02	$	0.01
Forfeited	(7,547,963)	$	0.23	$	0.14
Options outstanding at December 31, 2019	94,349,035	$	0.10			7.6	$	—
Changes during the period:
Granted	20,800,000	$	0.02	$	0.01			6,440
Forfeited	(2,500,000)	$	0.02	$	0.02
Options outstanding at December 31, 2020	112,649,035	$	0.09			7.1	$	9,550
Changes during the period:
Granted	30,300,000	$	0.02	$	0.01			—
Options outstanding at December 31, 2021	142,949,035	$	0.07			6.8	$	—
Exercisable options at December 31, 2021	97,499,035	$	0.10			5.9	$	—

The Company measures compensation cost for all share-based awards at fair value on the date of grant and recognizes compensation expense in general administrative and research and development expenses within its Consolidated Statements of Comprehensive Income (Loss) using the straight-line method over the service period over which it expects the awards to vest.

The Company estimates the fair value of all time-vested options as of the date of grant using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected share price volatility, which is calculated based on the historical volatility of peer companies. The Company uses a risk-free interest rate, based on the U.S. Treasury instruments in effect at the time of the grant, for the period comparable to the expected term of the option. Given its limited history with share option grants and exercises, the Company uses the “simplified” method in estimating the expected term, the period of time that options granted are expected to be outstanding, for its grants.

The Company classifies its stock-based payments which are settled in ordinary shares as equity-classified awards.

The Company measures equity-classified awards at their grant date fair value and does not subsequently re-measure them. Compensation costs related to equity-classified awards generally are equal to the grant date fair value of the award amortized over the vesting period of the award.

Below are the assumptions used for the options granted during the years ended December 31, 2021, 2020 and 2019:


	December 31,
	2021		2020		2019
Expected dividend yield	0	%	0	%	0	%
Expected volatility	70.7-83.2	%	83.9-86.9	%	75.4	%
Risk-free interest	0.64-1.25	%	0.38%-0.49	%	1.76	%
Expected life	5.5-6.25 years		5.5-6.25 years		5.5 years

The following is a summary of the Company’s share options granted separated into ranges of exercise price:

Remaining

Weighted

Options

Weighted

contractual

average

outstanding

average

Weighted

Options

life for

exercise

Exercise

remaining

average

exercisable at

exercisable

price for

price

December

contractual

exercise

December

options

exercisable

(range) ($)

31, 2021

life (years)

price ($)

31, 2021

(years)

options ($)

0.02-0.05

107,900,000

7.7

0.02

62,450,000

6.9

0.02

0.12-0.19

18,334,629

4.3

0.15

18,334,629

4.3

0.15

0.32

16,714,406

3.7

0.32

16,714,406

3.7

0.32

142,949,035

97,499,035

During the years ended December 31, 2021, 2020 and 2019, the Company recorded approximately $314,650, $325,523 and $1,047,387, respectively, in stock-based compensation expenses for employees and directors. At December 31, 2021, there was approximately $423,000 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s share option plans which the Company expects to recognize over 2.6 years.

- 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://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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-Section S99
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-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

NOTE 7 – 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, 2021 is 19%, which is consistent with the rate from December 31, 2020 and 2019.

Tax assessment:

The periods open to inquiry by the United Kingdom (“UK”) tax authorities are 2021, 2020 and 2019. 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, 2021 and 2020, 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 income/(loss) before income taxes are as follows:


	December 31,		December 31,		December 31,
	2021		2020		2019
Domestic (UK)	$	(17,308,782)	$	(17,394,074)	$	(16,870,699)
Foreign		(115,455)		312,457		24,496
Loss before income tax	$	(17,424,237)	$	(17,081,617)	$	(16,846,203)

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


	December 31,	December 31,	December 31,
	2021	2020	2019
Current income taxes
Domestic (UK)	—	—	—
U.S.	—
Foreign	—	—	—

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

Income taxes at the UK statutory rate compared to the Company’s income tax expenses as reported are as follows:


	December 31,			December 31,			December 31,
	2021			2020			2019
Net loss before income tax	$	(17,424,237)		$	(17,081,617)		$	(16,846,203)
Statutory rate		19.00	%		19.00	%		19.00	%
Expected income tax recovery		(3,310,605)			(3,245,507)			(3,200,779)
Impact on income tax expense/recovery from
Change in valuation allowance		3,958,517			4,287,778			3,150,021
Permanent differences		39,572			81			161,543
U.S. state taxes (net of FBOS)		(534,862)			(655,877)			(370,870)
Tax rate difference in foreign jurisdictions		(122,064)			(136,343)			(1,960)
Change of tax rate due to U.S. tax reform		60,369			—			—
Change of tax rate from prior year		(90,927)			—			(63,133)
Deferred tax adjustments		—			(250,132)			325,178
Income tax expense		—			—			—

The Company’s deferred tax assets and liabilities consist of the following:


	December 31,	December 31,
	2021	2020
Deferred tax assets
Stock-based compensation	1,426,602	1,295,841
PP&E and other accrued liabilities	571,006	244,638
Intangibles	1,588,365	1,763,151
Warrant revaluation	—	—
Tax loss carry forward	26,736,219	22,913,429
Valuation allowance	(30,322,192)	(26,217,059)
Deferred tax assets/liabilities	—	—

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, 2021, the Company had approximately $96.4 million of UK operating loss carryforwards to reduce future UK taxable income. These carryforwards do not expire. At December 31, 2021, the Company had approximately $76.0 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, $1.5 million expire in 2034, $3.7 million expire in 2036, $10.5 million expire in 2037, $34.9 million expire after 2037, and $17.6 million do not expire. The carryforwards in Switzerland totaling approximately $6.0 million expire in 2022 and $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. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to their history of losses. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed and any limitation is known, no adjustments have been reflected in the deferred tax asset for net operating loss carryforwards.

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, 2021 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 2021 tax year at December 31, 2021.

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://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
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-URI http://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 http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Foreign Currency

Use of Estimates

Fair Value Measurements

Cash

Prepaid Expenses

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,
	2021		2020
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 Expense

Leases

Concentration of Credit Risk

Income Taxes

Uncertain Tax Positions

Earnings (Loss) Per Share

Comprehensive Income (Loss)


Balance January 1, 2019	$	(352,426)
Net current period other comprehensive loss		3,566
Balance December 31, 2019	$	(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)

Recent Accounting Pronouncements

Adopted during the year –

Recently Issued Accounting Pronouncements Not Yet Adopted –

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Schedule of assumptions used for the fair value calculations

Below are the assumptions used for the fair value calculations of the 2019 Warrants as of:


	December 31,		December 8,
	2019		2020
Standard deviation	110.00	%	95.00	%
Annual risk-free interest rate	1.66	%	0.25	%
Required return on equity	19.90	%	19.30	%
Expected life in years	4.50		3.55
Annual turnover rate	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%

Below are the assumptions used for the fair value calculations of the 2020 Warrants as of:


	February 21,		March 3,		December 8,
	2020		2020		2020
Standard deviation	110.00	%	110.00	%	95.00	%
Annual risk-free interest rate	1.3	%	0.77	%	0.31-0.32	%
Required return on equity	19.90	%	19.90	%	19.30	%
Expected life in years	5.0		5.0		4.2
Annual turnover rate	0.00	%	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%	0.08	%

Schedule of fair value measurements using significant unobservable inputs (Level 3)


	Fair value of liabilities
	related to warrants
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 (in) Shareholders’ Equity		(3,199,553)
Balance at December 31, 2020	$	—

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Shareholders' Equity

Schedule of Stockholders' Equity Note, Warrants or Rights


			Balance	Warrants	Warrants	Balance	Warrants	Balance
	Exercise		December 31,	Issued	Exercised	December 31,	Issued	December 31,
Description	Price		2019	in 2020	in 2020	2020	in 2021	2021
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	—	2,810,136	(12,500)	2,797,636	—	2,797,636
2020 Placement Warrants	$	2.55	—	449,623	—	449,623	—	449,623
2021 Warrants	$	2.32	—	—	—	—	398,384	398,384
			1,361,842	3,259,759	(12,500)	4,609,101	398,384	5,007,485

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

The following is a summary of the Company’s share option activity and related information for employees and directors for the years ended December 31, 2021, 2020 and 2019:


						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, 2019	94,096,998	$	0.12			8.4	$	—
Changes during the period:
Granted	7,800,000	$	0.02	$	0.01
Forfeited	(7,547,963)	$	0.23	$	0.14
Options outstanding at December 31, 2019	94,349,035	$	0.10			7.6	$	—
Changes during the period:
Granted	20,800,000	$	0.02	$	0.01			6,440
Forfeited	(2,500,000)	$	0.02	$	0.02
Options outstanding at December 31, 2020	112,649,035	$	0.09			7.1	$	9,550
Changes during the period:
Granted	30,300,000	$	0.02	$	0.01			—
Options outstanding at December 31, 2021	142,949,035	$	0.07			6.8	$	—
Exercisable options at December 31, 2021	97,499,035	$	0.10			5.9	$	—

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

Below are the assumptions used for the options granted during the years ended December 31, 2021, 2020 and 2019:


	December 31,
	2021		2020		2019
Expected dividend yield	0	%	0	%	0	%
Expected volatility	70.7-83.2	%	83.9-86.9	%	75.4	%
Risk-free interest	0.64-1.25	%	0.38%-0.49	%	1.76	%
Expected life	5.5-6.25 years		5.5-6.25 years		5.5 years

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

The following is a summary of the Company’s share options granted separated into ranges of exercise price:

Remaining

Weighted

Options

Weighted

contractual

average

outstanding

average

Weighted

Options

life for

exercise

Exercise

remaining

average

exercisable at

exercisable

price for

price

December

contractual

exercise

December

options

exercisable

(range) ($)

31, 2021

life (years)

price ($)

31, 2021

(years)

options ($)

0.02-0.05

107,900,000

7.7

0.02

62,450,000

6.9

0.02

0.12-0.19

18,334,629

4.3

0.15

18,334,629

4.3

0.15

0.32

16,714,406

3.7

0.32

16,714,406

3.7

0.32

142,949,035

97,499,035

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

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

The components of income/(loss) before income taxes are as follows:


	December 31,		December 31,		December 31,
	2021		2020		2019
Domestic (UK)	$	(17,308,782)	$	(17,394,074)	$	(16,870,699)
Foreign		(115,455)		312,457		24,496
Loss before income tax	$	(17,424,237)	$	(17,081,617)	$	(16,846,203)

Schedule of income taxes relating to the company's operations

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


	December 31,	December 31,	December 31,
	2021	2020	2019
Current income taxes
Domestic (UK)	—	—	—
U.S.	—
Foreign	—	—	—

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

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

Income taxes at the UK statutory rate compared to the Company’s income tax expenses as reported are as follows:


	December 31,			December 31,			December 31,
	2021			2020			2019
Net loss before income tax	$	(17,424,237)		$	(17,081,617)		$	(16,846,203)
Statutory rate		19.00	%		19.00	%		19.00	%
Expected income tax recovery		(3,310,605)			(3,245,507)			(3,200,779)
Impact on income tax expense/recovery from
Change in valuation allowance		3,958,517			4,287,778			3,150,021
Permanent differences		39,572			81			161,543
U.S. state taxes (net of FBOS)		(534,862)			(655,877)			(370,870)
Tax rate difference in foreign jurisdictions		(122,064)			(136,343)			(1,960)
Change of tax rate due to U.S. tax reform		60,369			—			—
Change of tax rate from prior year		(90,927)			—			(63,133)
Deferred tax adjustments		—			(250,132)			325,178
Income tax expense		—			—			—

Schedule of deferred tax assets and liabilities

The Company’s deferred tax assets and liabilities consist of the following:


	December 31,	December 31,
	2021	2020
Deferred tax assets
Stock-based compensation	1,426,602	1,295,841
PP&E and other accrued liabilities	571,006	244,638
Intangibles	1,588,365	1,763,151
Warrant revaluation	—	—
Tax loss carry forward	26,736,219	22,913,429
Valuation allowance	(30,322,192)	(26,217,059)
Deferred tax assets/liabilities	—	—

Nature of Business (Details) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
Nature of Business (Details) - USD ($)	Jun. 30, 2020	Sep. 26, 2018	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Nature Of Business
Accumulated deficit				$ (199,705,048)	$ (182,280,811)
Cash				9,361,270	14,055,777
Net Cash Provided by (Used in) Operating Activities				(18,846,528)	(16,950,408)	$ (12,918,313)
Net Income (Loss) Attributable to Parent				(17,424,237)	(17,081,617)	$ (16,846,203)
2020 Purchase Agreement
Nature Of Business
Gross proceeds from issuance	$ 30,000,000.0
Aspire Capital Fund LLC
Nature Of Business
Gross proceeds from issuance		$ 20,000,000.0
Aspire Capital Fund LLC \| 2020 Purchase Agreement
Nature Of Business
Gross proceeds from issuance	$ 30,000,000.0		$ 30,000,000.0	2,000,001	6,000,000
Amount available under the share purchase commitment facility				$ 22,000,000	$ 30,000,000
Long-term Purchase Commitment, Period			30 months

Fair Value Measurements - Additional Information (Details) - USD ($)						11 Months Ended	12 Months Ended
	Jul. 16, 2021	Jul. 07, 2021	Mar. 03, 2020	Feb. 28, 2020	Jul. 03, 2019	Dec. 08, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liabilities - gain							$ 0	$ 556,810	$ 198,948
Nominal value of ADS (in per warrant ADS)							$ 0.0001	$ 0.0001
Warrants issued							398,384	3,259,759
Warrants outstanding (in shares)							5,007,485	4,609,101	1,361,842
Fair value of warrants						$ 3,199,553
2019 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liabilities - gain						(132,632)
Total grant date fair value of warrants							$ 1,213,816
Fair value of warrants						882,237		$ 1,014,868
2020 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liabilities - gain						$ (432,053)
Warrants issued to purchase ADS (in shares).						12,500
Total grant date fair value of warrants							$ 2,749,369
Fair value of warrants						$ 2,317,316
Exercise of warrants ADS							12,500
Reclassification of warrant liability to shareholders' equity							$ 7,874
Registered Direct Offering
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate ADSs issued (in shares)					2,368,392
Share issue price (in dollars per ADS)					$ 1.90
Gross proceeds from issuance					$ 4,500,000
Placement agent fees and expenses					$ 337,496
Threshold period for exercise of warrants on cashless basis					6 months
Nominal value of ADS (in per warrant ADS)					$ 0.0001
Warrants outstanding (in shares)							1,361,842
Registered Direct Offering \| Investor warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issued to purchase ADS (in shares).								1,184,213
Term of the warrants								5 years
Exercise price of warrants (in dollars per ADS)								$ 3.00
Registered Direct Offering \| Placement agent warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issued to purchase ADS (in shares).					177,629
Exercise price of warrants (in dollars per ADS)					$ 2.85
Registered Direct Offering \| 2019 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share issue price (in dollars per ADS)					4.50
Private Placement [Member] \| Investor warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price of warrants (in dollars per ADS)					3.00
Private Placement [Member] \| Placement agent warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price of warrants (in dollars per ADS)					$ 2.85
2020 Private Placement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate ADSs issued (in shares)				5,620,296
Share issue price (in dollars per ADS)				$ 1.70
Gross proceeds from issuance				$ 9,500,000
Placement agent fees and expenses			$ 808,362
Threshold period for exercise of warrants on cashless basis			6 months
Nominal value of ADS (in per warrant ADS)			$ 0.0001
Warrants issued							3,259,759
Warrants outstanding (in shares)							3,247,259
2020 Private Placement \| Investor warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issued to purchase ADS (in shares).							2,810,136
Exercise price of warrants (in dollars per ADS)							$ 2.20
2020 Private Placement \| Placement agent warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issued to purchase ADS (in shares).			449,623
Term of the warrants			5 years
Exercise price of warrants (in dollars per ADS)			$ 2.55
2021 Private Placement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate ADSs issued (in shares)		7,947,529
Share issue price (in dollars per ADS)		$ 1.55
Gross proceeds from issuance		$ 12,300,000
Placement agent fees and expenses	$ 993,000
Threshold period for exercise of warrants on cashless basis	9 months
Nominal value of ADS (in per warrant ADS)	$ 0.0001
Warrants issued							398,384
Warrants outstanding (in shares)							398,384
2021 Private Placement \| 2021 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issued to purchase ADS (in shares).	398,384
Term of the warrants	5 years
Exercise price of warrants (in dollars per ADS)	$ 2.32						$ 3.00

Shareholders' Equity - Employees and directors share option plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Shareholders' Equity
Number of shares, Options Outstanding at beginning of the period	112,649,035	94,349,035	94,096,998
Number of shares, Granted	30,300,000	20,800,000	7,800,000
Number of shares, Forfeited		(2,500,000)	(7,547,963)
Number of shares, Options Outstanding at end of the period	142,949,035	112,649,035	94,349,035	94,096,998
Number of shares, Exercisable options at end of the period	97,499,035
Weighted average exercise price, Outstanding at beginning of the period	$ 0.09	$ 0.10	$ 0.12
Weighted average exercise price, Granted	0.02	0.02	0.02
Weighted average exercise price, Forfeited		0.02	0.23
Weighted average exercise price, Outstanding at end of the period	0.07	0.09	0.10	$ 0.12
Options exercisable at end of the period, Weighted average exercise price	0.10
Weighted average grant date fair value, Granted	$ 0.01	0.01	0.01
Weighted average grant date fair value, Forfeited		$ 0.02	$ 0.14
Weighted average remaining contractual term, Options outstanding during the period (in years)	6 years 9 months 18 days	7 years 1 month 6 days	7 years 7 months 6 days	8 years 4 months 24 days
Weighted average remaining contractual term, Options exercisable at end of the period (in years)	5 years 10 months 24 days
Aggregate intrinsic value, Options outstanding at beginning of the period	$ 9,550	$ 0	$ 0
Aggregate intrinsic value, Options outstanding, granted		6,440
Aggregate intrinsic value, Options outstanding at end of the period	0	$ 9,550	$ 0	$ 0
Aggregate intrinsic value, Options exercisable at end of the period	$ 0

Shareholders' Equity - Share options granted separated into ranges of exercise price (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	142,949,035	112,649,035	94,349,035	94,096,998
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	6 years 9 months 18 days	7 years 1 month 6 days	7 years 7 months 6 days	8 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.07	$ 0.09	$ 0.10	$ 0.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	97,499,035
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.10
Exercise Price Range One
Class of Stock [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	0.02
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	107,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	7 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.02
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	62,450,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.02
Exercise Price Range Two
Class of Stock [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	0.12
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 0.19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	18,334,629
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	4 years 3 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.15
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	18,334,629
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 3 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.15
Exercise Price Range Three
Class of Stock [Line Items]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 0.32
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	16,714,406
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.32
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	16,714,406
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.32

Shareholders' Equity - Additional Information (Details) - USD ($)									1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 04, 2022	Dec. 29, 2021	Jul. 16, 2021	Jul. 07, 2021	Jun. 30, 2020	Mar. 03, 2020	Feb. 28, 2020	Jul. 03, 2019	Jun. 30, 2020	Sep. 26, 2018	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 05, 2022
Class of Stock [Line Items]
Gross proceeds												$ 14,292,753	$ 25,046,461	$ 12,647,953
Number Of Ordinary Shares Representing One American Depositary Share					100				100	100	100
Nominal value of ADS (in per warrant ADS)												$ 0.0001	$ 0.0001
Percentage of aggregate shares of the company's ADSs traded												30.00%
Maximum number of ADSs traded each working day												250,000
2020 Purchase Agreement
Class of Stock [Line Items]
Gross proceeds					$ 30,000,000.0
Aspire Capital Fund LLC
Class of Stock [Line Items]
Gross proceeds										$ 20,000,000.0
Gross proceeds												$ 500,000
Number Of Ordinary Shares Representing One American Depositary Share												25,000,000
Number Of Shares To Be Issued					40,760,900				40,760,900		40,760,900	30,000,000
Percentage Of Volume Weighted Average Price Indicating Purchase Price					97.00%					97.00%
Aspire Capital Fund LLC \| 2020 Purchase Agreement
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues												117,647,100	460,758,800
Gross proceeds					$ 30,000,000.0						$ 30,000,000.0	$ 2,000,001	$ 6,000,000
Gross proceeds													$ 10,360,254	$ 8,768,125
Sale of Stock, Number of Shares Issued in Transaction													536,666,700	428,333,300
Amount available under the share purchase commitment facility												22,000,000	$ 30,000,000
Fair value of Commitment Shares					$ 900,000				$ 900,000		$ 900,000
American Depositary Share \| Aspire Capital Fund LLC
Class of Stock [Line Items]
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					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.
Stock Issued During Period, Value, Issued for Services										$ 20,000,000.0
Number Of Shares To Be Issued					150,000				150,000	150,000	150,000
Share issue price (in dollars per ADS)									$ 0.25
Non Employee
Class of Stock [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized												$ 423,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition												2 years 7 months 6 days
Registered Direct Offering
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues								2,368,392
Gross proceeds								$ 4,500,000
Sale of Stock, Price Per Share								$ 1.90
Share issue price (in dollars per ADS)								1.90
Nominal value of ADS (in per warrant ADS)								$ 0.0001
Payments of Stock Issuance Costs								$ 337,496
Registered Direct Offering \| Investor warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).													1,184,213
Exercise price of warrants (in dollars per ADS)													$ 3.00
Term of the warrants													5 years
Registered Direct Offering \| Placement agent warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).								177,629
Exercise price of warrants (in dollars per ADS)								$ 2.85
Private Placement [Member] \| Paulson Warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).								1,361,842
Private Placement [Member] \| Investor warrants
Class of Stock [Line Items]
Exercise price of warrants (in dollars per ADS)								$ 3.00
Private Placement [Member] \| Placement agent warrants
Class of Stock [Line Items]
Exercise price of warrants (in dollars per ADS)								$ 2.85
2018 Commitment Shares \| Aspire Capital Fund LLC
Class of Stock [Line Items]
Proceeds from Issuance Initial Public Offering												$ 500,000
2021 Registered Direct
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		4,311,019
Gross proceeds		$ 6,000,000.0
Sale of Stock, Price Per Share		$ 1.40
Gross proceed from investors												$ 1,120,000
2021 Registered Direct \| January 2022 Warrants
Class of Stock [Line Items]
Term of the warrants												5 years
2021 Registered Direct \| January 2022 Investor Warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).															2,155,507
Exercise price of warrants (in dollars per ADS)															$ 1.65
2021 Registered Direct \| January 2022 Placement Warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).	172,441
Exercise price of warrants (in dollars per ADS)	$ 1.75
Payments of Stock Issuance Costs	$ 542,835
2021 Private Placement
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				7,947,529
Gross proceeds				$ 12,300,000
Sale of Stock, Price Per Share				$ 1.55
Nominal value of ADS (in per warrant ADS)			$ 0.0001
Payments of Stock Issuance Costs			$ 993,000
2021 Private Placement \| 2021 Warrants.
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).				398,384
Exercise price of warrants (in dollars per ADS)				$ 2.32
2020 Private Placement
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues							5,620,296
Gross proceeds							$ 9,500,000
Sale of Stock, Price Per Share							$ 1.70
Nominal value of ADS (in per warrant ADS)						$ 0.0001
Payments of Stock Issuance Costs						$ 808,362
2020 Private Placement \| Investor warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).												2,810,136
Exercise price of warrants (in dollars per ADS)												$ 2.20
2020 Private Placement \| Placement agent warrants
Class of Stock [Line Items]
Warrants issued to purchase ADS (in shares).						449,623
Exercise price of warrants (in dollars per ADS)						$ 2.55
Term of the warrants						5 years
Employees And Director
Class of Stock [Line Items]
Stock Issued During Period, Value, Share-based Compensation, Gross												$ 314,650	$ 325,523	$ 1,047,387
2014 Equity Incentive Plan
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period												400,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized												257,050,965
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period												10 years
2014 Equity Incentive Plan \| Minimum
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period												1 year
2014 Equity Incentive Plan \| Maximum
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period												4 years

Income Taxes - Income taxes at the UK statutory rate compared to the Company's income tax expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Net loss before income tax	$ (17,424,237)	$ (17,081,617)	$ (16,846,203)
Statutory rate	19.00%	19.00%	19.00%
Expected income tax recovery	$ (3,310,605)	$ (3,245,507)	$ (3,200,779)
Impact on income tax expense/recovery from
Change in valuation allowance	3,958,517	4,287,778	3,150,021
Permanent differences	39,572	81	161,543
U.S. state taxes (net of FBOS)	(534,862)	(655,877)	(370,870)
Tax rate difference in foreign jurisdictions	(122,064)	(136,343)	(1,960)
Change of tax rate due to U.S. tax reform	60,369	0	0
Change of tax rate from prior year	(90,927)	0	(63,133)
Deferred tax adjustments	0	(250,132)	325,178
Income tax expense	$ 0	$ 0	$ 0

Fair Value Measurements - Assumptions used for the fair value calculations of the warrants (Details)	Dec. 08, 2020	Mar. 03, 2020	Feb. 21, 2020	Dec. 31, 2019
2019 Warrants \| Standard deviation
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	95.00			110.00
2019 Warrants \| Annual risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.25			1.66
2019 Warrants \| Required return on equity
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	19.30			19.90
2019 Warrants \| Expected life in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	3.55			4.50
2019 Warrants \| Annual turnover rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.00			0.00
2019 Warrants \| Period risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.08			0.08
2020 Warrants \| Standard deviation
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	95.00	110.00	110.00
2020 Warrants \| Annual risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input		0.77	1.3
2020 Warrants \| Annual risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.31
2020 Warrants \| Annual risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.32
2020 Warrants \| Required return on equity
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	19.30	19.90	19.90
2020 Warrants \| Expected life in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	4.2	5.0	5.0
2020 Warrants \| Expected life in years \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	4.2
2020 Warrants \| Annual turnover rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.00	0.00	0.00
2020 Warrants \| Period risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, measurement input	0.08	0.08	0.08

Shareholders' Equity - Assumptions used for options granted (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected volatility			75.40%
Expected volatility, Minimum	70.70%	83.90%
Expected volatility, Maximum	83.20%	86.90%
Risk-free interest			1.76%
Risk-free interest, Minimum	0.64%	0.38%	1.76%
Risk-free interest, Maximum	1.25%	0.49%
Expected life			5 years 6 months
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	5 years 6 months	5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	6 years 3 months	6 years 3 months

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Laboratory Testing Services [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 102,000	$ 234,000	$ 186,000
Payable balances	32,000	100,000	119,000
Consulting Services [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	100,000	100,000	100,000
The Doctors Laboratory [Member]
Related Party Transaction [Line Items]
Operating Lease, Expense	$ 146,000	$ 133,000	$ 134,000

Loss Per Share - Antidilutive securities excluded from computation of earnings per share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	643,697,535	573,559,135	230,533,235
Share options [Member]
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	142,949,035	112,649,035	94,349,035
Warrants Equity Classified
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	500,748,500	460,910,100	0
Warrants Liability Classified
Earnings Per Share [Line Items]
Total Anti-Dilutive Share Equivalents	0	0	136,184,200

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000,000,000	15,000,000,000
Common stock, shares issued	4,759,731,923	4,759,731,923
Common stock, shares outstanding	3,847,331,923	3,847,331,923

Fair Value Measurements - Level 3 Reconciliation (Details) - Fair Value, Inputs, Level 3 - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 3,199,553	$ 1,014,868
Issuance of warrants		2,749,369
Reclassification of warrant liability to shareholders' equity	(3,199,553)	(7,874)
Changes in values of liabilities related to options and warrants		(556,810)
Balance	$ 0	$ 0

Shareholders' Equity (Details) - $ / shares	12 Months Ended
Shareholders' Equity (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Beginning Balance	4,609,101	1,361,842
Warrants issued	398,384	3,259,759
Warrants exercised		(12,500)
Ending Balance	5,007,485	4,609,101
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
Exercise Price	$ 2.20
Warrants issued		2,810,136
Warrants exercised		(12,500)
Ending Balance	2,797,636	2,797,636
2020 Placement Warrants
Class of Warrant or Right [Line Items]
Beginning Balance	449,623
Exercise Price	$ 2.55
Warrants issued		449,623
Ending Balance	449,623	449,623
2021 Warrants.
Class of Warrant or Right [Line Items]
Exercise Price	$ 2.32
Warrants issued	398,384
Ending Balance	398,384

Loss Per Share (Details) - shares	12 Months Ended
Loss Per Share (Details) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Loss Per Share
Basic weighted average shares outstanding	4,292,112,667	3,159,037,588	1,830,998,609
Dilutive weighted average shares outstanding	4,292,112,667	3,159,037,588	1,830,998,609

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Domestic (UK)	$ (17,308,782)	$ (17,394,074)	$ (16,870,699)
Foreign	(115,455)	312,457	24,496
Loss before income tax	$ (17,424,237)	$ (17,081,617)	$ (16,846,203)

Income Taxes - Deferred tax assets and liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Stock-based compensation	$ 1,426,602	$ 1,295,841
PP&E and other accrued liabilities	571,006	244,638
Intangibles	1,588,365	1,763,151
Warrant revaluation	0	0
Tax loss carry forward	26,736,219	22,913,429
Valuation allowance	(30,322,192)	(26,217,059)
Deferred tax assets/liabilities	$ 0	$ 0

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments \| segment	1
Total	$ 0	$ 0
United States
Segment Reporting Information [Line Items]
Total	0	0
United Kingdom
Segment Reporting Information [Line Items]
Total	$ 0	$ 0

Subsequent Events (Details) - Registered Direct Offering - USD ($)	Mar. 08, 2022	Jul. 03, 2019	Dec. 31, 2020
Subsequent Event [Line Items]
Aggregate ADSs issued (in shares)		2,368,392
Gross proceeds		$ 4,500,000
Share issue price (in dollars per ADS)		$ 1.90
Placement agent fees and expenses		$ 337,496
Investor warrants
Subsequent Event [Line Items]
Warrants issued to purchase ADS (in shares).			1,184,213
Term of the warrants			5 years
Exercise price of warrants (in dollars per ADS)			$ 3.00
Placement agent warrants
Subsequent Event [Line Items]
Warrants issued to purchase ADS (in shares).		177,629
Exercise price of warrants (in dollars per ADS)		$ 2.85
Subsequent Event
Subsequent Event [Line Items]
Aggregate ADSs issued (in shares)	7,440,833
Gross proceeds	$ 8,900,000
Share issue price (in dollars per ADS)	$ 1.20
Subsequent Event \| Investor warrants
Subsequent Event [Line Items]
Warrants issued to purchase ADS (in shares).	3,720,409
Term of the warrants	5 years
Exercise price of warrants (in dollars per ADS)	$ 1.40
Subsequent Event \| Placement agent warrants
Subsequent Event [Line Items]
Warrants issued to purchase ADS (in shares).	297,633
Exercise price of warrants (in dollars per ADS)	$ 1.50
Placement agent fees and expenses	$ 774,321