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Adoption of U.S. GAAP
12 Months Ended
Dec. 31, 2022
Adoption of U.S. GAAP [Abstract]  
Adoption of U.S. GAAP Accounting Standards Updates (“ASU”)
Accounting Standards Recently Adopted
In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified upon modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force), which clarifies the interaction of accounting for equity securities, investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchase options, under the aforementioned topics. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, resulting in an earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of being incurred. This standard is effective for us beginning January 1, 2023 and will be adopted using the modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the effective date. Upon adoption, the standard is expected to only impact our account for credit losses related to accounts receivable. In preparation for the adoption of the new standard, we have updated certain policies and related processes, but we do not expect the adoption of this new guidance will have a material impact on the Consolidated Financial Statements.
Adoption of U.S. GAAP
Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021:
Year Ended December 31, 2021
IFRSAdjustments/
Reclassifications
NoteU.S. GAAP
Revenue$4,247 $— $4,247 
Costs and expenses
Cost of sales1,876 — 1,876 
General administrative expenses36,649 (9)a, c36,640 
Research and development9,640 (4)b9,636 
Depreciation expense10,825 (97)b10,728 
Other operating expenses, net14,002 — 14,002 
Total costs and expenses72,992 (110)72,882 
Operating loss(68,745)110 (68,635)
Other income (expense), net
Finance costs, net(11,769)2,031 c, d(9,738)
Change in fair value of financial instruments(42,102)60,085 d17,983 
Gain (loss) on extinguishment of debt3,576 (40,792)d(37,216)
Other income (expense), net1,067 c1,069 
Total other income (expense), net(49,228)21,326 (27,902)
Loss before income tax(117,973)21,436 (96,537)
Income tax232 — 232 
Net loss available to common stockholders$(117,741)$21,436 $(96,305)
Other comprehensive loss
Foreign currency translation loss, net of tax(86)— (86)
Comprehensive loss$(117,827)$21,436 $(96,391)
Basic loss for the period attributable to common stockholders$(7.07)$1.29 e$(5.78)
Basic weighted-average common shares outstanding16,655,634 — e16,655,634
Diluted loss for the period attributable to common stockholders$(7.07)$1.29 e$(5.78)
Diluted weighted-average common shares outstanding16,655,634 — e16,655,634
Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020:
Year Ended December 31, 2020
IFRSAdjustments/
Reclassifications
NoteU.S. GAAP
Revenue$— $— $— 
Costs and expenses
Cost of sales— — — 
General administrative expenses8,127 (124)a, c8,003 
Research and development5,878 46 a, b5,924 
Depreciation expense3,182 (151)b3,031 
Other operating expenses, net5,476 (27)a, b5,449 
Total costs and expenses22,663 (256)22,407 
Operating loss(22,663)256 (22,407)
Other income (expense), net
Finance costs, net(22)57 c, d35 
Change in fair value of financial instruments(84,224)93,861 d9,637 
Gain (loss) on extinguishment of debt(7,466)(1,774)d(9,240)
Other income (expense), net597 (3)c594 
Total other income (expense), net(91,115)92,141 1,026 
Loss before income tax(113,778)92,397 (21,381)
Income tax(148)— (148)
Net loss available to common stockholders$(113,926)$92,397 $(21,529)
Other comprehensive loss
Foreign currency translation loss, net of tax— — — 
Comprehensive loss$(113,926)$92,397 $(21,529)
Basic loss for the period attributable to common stockholders$(7.11)$5.76 e$(1.34)
Basic weighted-average common shares outstanding16,029,826 — e16,029,826
Diluted loss for the period attributable to common stockholders$(7.11)$5.76 e$(1.34)
Diluted weighted-average common shares outstanding16,029,826 — e16,029,826
Reconciliation of the Consolidated Balance Sheet as of December 31, 2021:
IFRSAdjustments /
Reclassifications
NoteU.S. GAAP
ASSETS
Current assets
Cash and cash equivalents$8,533 $— $8,533 
Accounts receivable1,196 — 1,196 
Prepaid expenses and other current assets2,695 — 2,695 
Total current assets12,424  12,424 
Property and equipment, net33,586 (1,056)b32,530 
Operating lease right-of-use assets2,663 292 c2,955 
Deferred income tax assets1,640 — 1,640 
Other non-current assets 369 — 369 
Total assets$50,682 $(764)$49,918 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable$6,650 $— $6,650 
Debt246,189 (137,716)d108,473 
Warrant liabilities— 143,237 d143,237 
Operating lease liabilities891 94 c985 
Contract liabilities935 — 935 
Accrued expenses and other liabilities23,435 — 23,435 
Total current liabilities278,100 5,615 283,715 
Operating lease liabilities1,908 175 c2,083 
Contract liabilities1,000 — 1,000 
Other non-current liabilities2,552 — 2,552 
Total liabilities283,560 5,790 289,350 
Redeemable preferred stock
 21,306 d21,306 
Stockholders' equity (deficit)
Treasury stock(170,949)— (170,949)
Additional paid-in capital235,909 (139,438)a, d96,471 
Accumulated other comprehensive loss(86)— (86)
Accumulated deficit(297,752)111,578 (186,174)
Total stockholders’ equity (deficit)(232,878)(27,860)(260,738)
Total liabilities, redeemable preferred stock and stockholders' equity (deficit)$50,682 $(764)$49,918 
a.Stock-based compensation
Certain awards granted by us have a service inception date preceding the grant date. Under IFRS, this resulted in the recognition of stock-based compensation expense prior to the grant date. Under U.S. GAAP, the stock-based compensation expense shall not be recognized until authorization at the grant date.
The impact of this change before considering the tax effect is as follows:
Year Ended December 31,
(Consolidated Statement of Operations and Comprehensive Loss)20212020
General and administrative expenses$(80)$(136)
Research and development— (89)
Other operating expenses— (27)
Increase (decrease) to loss before income tax$(80)$(252)
(Consolidated Balance Sheet)December 31,
2021
Additional paid-in-capital$542 
Adjustment to accumulated deficit(542)
Total liabilities, redeemable preferred stock and stockholders' equity (deficit)$ 
b.Research and development
Under IFRS, certain development expenditures may be capitalized. Under U.S. GAAP, all of our costs relating to R&D activities are expensed as incurred.
The impact of this change before considering the tax effect is as follows:
Year Ended December 31,
(Consolidated Statement of Operations and Comprehensive Loss)20212020
Research and development$(4)$135 
Depreciation expense(97)(151)
Other operating expenses— — 
Increase (decrease) to loss before income tax$(101)$(16)
(Consolidated Balance Sheet)December 31,
2021
Property and equipment, net$(1,056)
Total assets$(1,056)
Adjustment to accumulated deficit$(1,056)
Total liabilities, redeemable preferred stock and stockholders' equity (deficit)$(1,056)
c.Leases
Under IFRS, all recognized leases are accounted for similarly to finance leases. Under U.S. GAAP, there is a dual classification on-balance sheet lease accounting model for lessees: finance and operating leases. Operating leases create a straight-line expense, and no interest expense is recognized on the lease liability.
The impact of this change before considering the tax effect is as follows:
Year Ended December 31,
(Consolidated Statement of Operations and Comprehensive Loss)20212020
General and administrative expenses$71 $12 
Less: Finance costs, net(49)(57)
Less: Other income, net(2)
Increase (decrease) to loss before income tax$20 $(42)
(Consolidated Balance Sheet)December 31,
2021
Operating lease right-of-use assets$292 
Total assets$292 
Operating lease liabilities$94 
Non-current operating lease liabilities175 
Adjustment to accumulated deficit23 
Total liabilities, redeemable preferred stock and stockholders' equity (deficit)$292 
d.Financial instruments
Under IFRS, the redeemable Series X preferred shares and convertible notes contained conversion features that resulted in a bifurcated derivative component with changes in fair value recognized as gain or (loss). Under U.S. GAAP, the conversion features did not result in a material bifurcated embedded derivative, resulting in the elimination of the change in fair value of financial instruments, reduction in interest expense and preferred dividends expense, and increase in the gain (loss) on extinguishment of debt.
Under IFRS, it was determined that the redeemable Series X preferred shares should be classified as a liability since there is a contractual obligation to deliver cash or another financial asset and certain conversion events being beyond our control. Under U.S. GAAP, it was determined that the redeemable Series X preferred shares should be classified as mezzanine equity since the shares are redeemable based on events outside of our control.
Under IFRS, it was determined that the Columbia Warrant should be classified as equity since settlement would only occur by exchanging a fixed amount of cash for a fixed number of our own equity instruments. Changes in fair value are not recognized. Under U.S. GAAP, it was determined that the Columbia Warrant should be classified as a liability since the number and type of shares received could be different pre- and post- Merger. The Columbia Warrant is recorded at fair value with changes recognized in the Consolidated Statement of Operations and Comprehensive Loss.
Additionally, the resulting gain (loss) on extinguishment of the amended convertible notes differed under IFRS versus U.S. GAAP.
The impact of this change before considering the tax effect is as follows:
Year Ended December 31,
(Consolidated Statements of Operations and Comprehensive Loss) 20212020
Less: Finance costs, net$(1,982)$— 
Less: Change in fair value of financial instruments(60,085)(93,861)
Less: Gain (Loss) on extinguishment of debt40,792 1,774 
Increase (decrease) to loss before income tax$(21,275)$(92,087)
(Consolidated Balance Sheet)December 31,
2021
Debt$(137,716)
Redeemable Series X preferred stock21,306 
Warrant liability143,237 
Additional paid-in capital(139,980)
Adjustment to accumulated deficit113,153 
Total liabilities, redeemable preferred stock and stockholders' equity (deficit)$ 
e.Net loss per share

The change in net loss in the adoption of U.S. GAAP as described in items a-d above impacted net loss per share as follows:

Year Ended December 31,
20212020
Net loss attributable to common stockholders $(96,305)$(21,529)
Basic weighted-average common shares outstanding (1)
16,655,63416,029,826
Basic loss per share for the period attributable to common stockholders$(5.78)$(1.34)
Dilutive numerator$(96,305)$(21,529)
Diluted weighted-average common shares outstanding 16,655,63416,029,826
Diluted loss per share for the period attributable to common stockholders$(5.78)$(1.34)
(1) After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization).