0001558370-23-009254 | 10-Q | XBRL Viewer | Milestone Pharmaceuticals INC

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 11, 2023
Document and Entity Information
Document Type	10-Q
Document Period End Date	Mar. 31, 2023
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38899
Entity Registrant Name	Milestone Pharmaceuticals Inc.
Entity Incorporation, State or Country Code	A8
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1111 Dr. Frederik-Philips Boulevard
Entity Address, Address Line Two	Suite 420
Entity Address, City or Town	Montréal
Entity Address, State or Province	QC
Entity Address, Postal Zip Code	H4M 2X6
City Area Code	514
Local Phone Number	336-0444
Title of 12(b) Security	Common Shares
Trading Symbol	MIST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,357,720
Entity Central Index Key	0001408443
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 73,953	$ 7,636
Short-term investments	27,000	56,949
License receivable	1,000
Research and development tax credits receivable	414	331
Prepaid expenses	5,447	6,005
Other receivables	694	882
Total current assets	108,508	71,803
Operating lease assets	2,300	2,423
Property and equipment	272	257
Total assets	111,080	74,483
Current liabilities
Accounts payable and accrued liabilities	7,423	5,644
Operating lease liabilities	507	495
Interest Payable	33
Total current liabilities	7,963	6,139
Operating lease liabilities, net of current portion	1,862	1,996
Senior secured convertible notes	47,320
Total liabilities	57,145	8,135
Shareholders' Equity
Common shares, no par value, unlimited shares authorized 33,337,214 shares issued and outstanding as of March 31, 2023, 34,286,002 shares issued and outstanding as of December 31, 2022	260,126	273,900
Pre-funded warrants - 9,577,257 issued and outstanding as of March 31, 2023 and 8,518,257 as of December 31, 2022	48,459	34,352
Additional paid-in capital	26,641	24,437
Accumulated deficit	(281,291)	(266,341)
Total shareholders' equity	53,935	66,348
Total liabilities and shareholders' equity	$ 111,080	$ 74,483

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common shares, par value (in dollars per share)	$ 0	$ 0
Common shares, Shares authorized (in shares)	Unlimited	Unlimited
Common shares, Shares issued (in shares)	33,337,214	34,286,002
Common shares, Shares outstanding (in shares)	33,337,214	34,286,002
Warrants issued	9,577,257	8,518,257
Warrants outstanding	9,577,257	8,518,257

Condensed Consolidated Statements of Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Loss
Revenue	$ 1,000
Operating expenses
Research and development, net of tax credits	10,257	$ 8,768
General and administrative	3,889	3,643
Commercial	2,356	1,636
Loss from operations	(15,502)	(14,047)
Interest income, net	552	40
Net loss and comprehensive loss	$ (14,950)	$ (14,007)
Weighted average number of shares and pre-funded warrants outstanding, basic	42,853,275	42,243,021
Weighted average number of shares and pre-funded warrants outstanding, diluted	42,853,275	42,243,021
Net loss per share, basic	$ (0.35)	$ (0.33)
Net loss per share, diluted	$ (0.35)	$ (0.33)

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Shares	Pre-funded warrants	Additional paid-in capital	Accumulated deficit	Total
Beginning balance at Dec. 31, 2021	$ 251,901	$ 52,941	$ 15,711	$ (207,953)	$ 112,600
Balance at the beginning of period (in shares) at Dec. 31, 2021	29,897,559	12,327,780
Increase (Decrease) in Stockholders' Equity
Net loss				(14,007)	(14,007)
Exercise of stock options	$ 89		(40)		49
Exercise of stock options (in shares)	19,767
Share-based compensation			2,114		2,114
Ending balance at Mar. 31, 2022	$ 251,990	$ 52,941	17,785	(221,960)	$ 100,756
Balance at the end of period (in shares) at Mar. 31, 2022	29,917,326	12,327,780
Increase (Decrease) in Stockholders' Equity
Number of warrants					8,518,257
Beginning balance at Dec. 31, 2022	$ 273,900	$ 34,352	24,437	(266,341)	$ 66,348
Balance at the beginning of period (in shares) at Dec. 31, 2022	34,286,002	8,518,257			34,286,002
Increase (Decrease) in Stockholders' Equity
Net loss				(14,950)	$ (14,950)
Exercise of stock options	$ 213		(89)		124
Exercise of stock options (in shares)	67,224
Private placement		$ 14,107			14,107
Private placement (in shares)		1,059,000
Share-based compensation			2,293		2,293
Cancellation of common shares	$ (14,115)				(14,115)
Cancellation of common shares (in shares)	(1,059,000)
Employee stock purchase plan purchases	$ 128				128
Employee stock purchase plan purchases (in shares)	42,988
Ending balance at Mar. 31, 2023	$ 260,126	$ 48,459	$ 26,641	$ (281,291)	$ 53,935
Balance at the end of period (in shares) at Mar. 31, 2023	33,337,214	9,577,257			33,337,214
Increase (Decrease) in Stockholders' Equity
Number of warrants					9,577,257

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows used in operating activities
Net loss	$ (14,950)	$ (14,007)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	18	23
Accretion of investment discount	(50)
Share-based compensation expense	2,293	2,114
Changes in operating assets and liabilities:
License receivable	(1,000)
Other receivables	188	(118)
Research and development tax credits receivable	(83)	(56)
Prepaid expenses	558	231
Operating lease assets and liabilities	1	3
Accounts payable and accrued liabilities	(912)	(2,139)
Interest Payable	33
Net cash used in operating activities	(13,904)	(13,949)
Cash provided by (used in) investing activities
Acquisition of property and equipment	(32)
Acquisition of short-term investments	(15,000)	(8,000)
Redemption of short-term investments	45,000
Net cash provided by (used in) investing activities	29,968	(8,000)
Cash provided by financing activities
Proceeds from exercise of options	124	49
Proceeds from issuance of senior secured convertible debt	50,000
Proceeds from employee stock purchase plan	129
Cash provided by financing activities	50,253	49
Net increase (decrease) in cash and cash equivalents	66,317	(21,900)
Cash and cash equivalents - Beginning of period	7,636	114,141
Cash and cash equivalents - End of period	$ 73,953	$ 92,241

Organization and Nature of Operations

3 Months Ended

Mar. 31, 2023

Organization and Nature of Operations

Organization and Nature of Operations

1 Organization and Nature of Operations

Milestone Pharmaceuticals Inc. (Milestone or the Company) is a biopharmaceutical company incorporated under the Business Corporations Act (Québec). Milestone is focused on the development and commercialization of cardiovascular medicines. Milestone’s lead product candidate, etripamil, is a novel, potent rapid-onset calcium channel blocker that the Company designed and is developing as a rapid-onset nasal spray to be administered by patients. The Company is developing etripamil to treat paroxysmal supraventricular tachycardia, atrial fibrillation, and other cardiovascular indications.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2 Summary of Significant Accounting Policies

a) Basis of Consolidation

The consolidated financial statements include the accounts of the Company and Milestone Pharmaceuticals USA, Inc. All intercompany transactions and balances have been eliminated.

b) Basis of Presentation and Use of Accounting Estimates and Significant Accounting Policies

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and on a basis consistent with those accounting principles followed by the Company and disclosed in Note 2 of its most recent annual consolidated financial statements. Certain information, in particular the accompanying notes normally included in the annual financial statements prepared in accordance with US GAAP have been omitted or condensed. Accordingly, these unaudited interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and therefore, should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2022.

In the opinion of the Company's management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its balance sheet as of March 31, 2023, and its statements of loss, shareholders’ equity and cash flows for the three months ended March 31, 2023 and 2022.

The condensed consolidated balance sheet as of December 31, 2022, was derived from audited annual consolidated financial statements, but does not contain all the footnote disclosures required by accounting principles generally accepted in the United States of America.

These unaudited interim condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency.

The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates and judgments include, but are not limited to,

●

Estimates of the percentage of work completed of the total work over the life of an individual clinical trial in accordance with agreements established with contracted research organizations (“CRO”), contracted

manufacturing organizations (“CMO”) and clinical trial sites which in turn impact the research & development expenses.

●

Estimate of the grant date fair value share options granted to employees, consultants and directors, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model.

c) Significant Risks and Uncertainties

The Company is subject to challenges and risks specific to its business and its ability to execute on its strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidate; delays or problems in the supply of its study drug or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and complying with applicable regulatory requirements.

Further, the Company may be impacted by general economic, political, and market conditions, including deteriorating market conditions due to investor concerns regarding inflation and Russian hostilities in Ukraine and overall fluctuations in the financial markets in the U.S. and abroad.

d) Recent Accounting Pronouncements

The Company has considered recent accounting pronouncements and concluded that they are either not applicable to the business or that the effect is not expected to be material to the unaudited condensed consolidated financial statements as a result of future adoption.

e) Sources of Liquidity and Funding Requirements

The Company incurred operating losses and has experienced negative operating cash flows since its inception and anticipates to continue to incur losses for at least the next several years. As of March 31, 2023, the Company had cash, cash equivalents and short-term investments of $101.0 million and an accumulated deficit of $281.3 million. Management has evaluated the Company’s current operating plan against our existing cash and cash equivalents and determined that we expect to be able to support our ongoing operations for at least the next 12 months.

Revenues

3 Months Ended

Mar. 31, 2023

Revenues

Revenues

3 Revenues

The Company recorded $1.0 million in revenue due to a milestone achieved by Ji Xing during the three months ended March 31, 2023 compared to no revenue in the three months ended March 31, 2022. This milestone was reached as a result of the successful initiation of a Phase 1 Clinical Trial of the product by or on behalf of Ji Xing for the treatment of PSVT in the Territory. For details on the arrangement with Ji Xing, see Note 3 to our audited consolidated financial statements for the year ended December 31, 2022, filed on Form 10-K.

Short-term Investments

3 Months Ended

Mar. 31, 2023

Short-term Investments

Short-term Investments

4 Short-term Investments

Short term investments are classified as held-to-maturity, are initially recognized at fair value and are subsequently accounted for at amortized cost. They are comprised of guaranteed investment certificates with a maturity greater than 90 days but less than one year and, as such, are classified as current assets.

Debt

3 Months Ended

Mar. 31, 2023

Debt

Debt

5 Debt

On March 27, 2023, we entered into a note purchase agreement, or the “Note Purchase Agreement”, with RTW.

On March 29, 2023, we closed the transactions contemplated by the Note Purchase Agreement, and issued and sold $50.0 million principal amount of 6.0% Convertible Senior Notes due 2029, or the “2029 Convertible Notes”, to the holders.

The 2029 Convertible Notes are senior secured obligations and are guaranteed on a senior secured basis by our wholly owned subsidiary, Milestone Pharmaceuticals USA, Inc. Interest at the annual rate of 6.0% is payable quarterly in cash or, at our option, payable in kind for the first three years. The maturity date for the 2029 Convertible Notes is March 31, 2029, the “Maturity Date”. The obligations under the 2029 Convertible Notes are secured by substantially all of our and our subsidiary guarantor’s assets.

Each $1,000 of principal of the 2029 Convertible Notes (including any interest added thereto as payment in kind) is convertible into 191.0548 shares of our common shares, equivalent to an initial conversion price of approximately $5.23 per share, subject to customary anti-dilution and other adjustments. In addition, following a notice of redemption or certain corporate events that occur prior to the Maturity Date, we will, in certain circumstances, increase the conversion rate for a Holder who elects to convert its 2029 Convertible Notes in connection with such notice of redemption or corporate event.

Subject to specified conditions, on or after March 27, 2027, the 2029 Convertible Notes are redeemable by us, subject to certain conditions, if the closing sale price of the common shares exceeds 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In accounting for the issuance of the Convertible Notes, the Company determined there there were no embedded feature, which require bifurcation between debt and equity components. As a result, the Convertible Notes are accounted for as a liability. The net carrying amount of the liability includes debt issuance costs paid in April 2023 of $2.7 million, which is being amortized to interest expense using the effective interest method over the contractual terms of the Convertible Notes.

The net carrying amount of the Convertible Note were as follows:


	March 31, 2023		December 31, 2022

Principal	$	50,000	$	—
Unamortized debt issuance costs		(2,680)		—
Total	$	47,320	$	—

- Definition

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

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+ Details

Accounts payable and accrued liabilities

3 Months Ended

Mar. 31, 2023

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities

6 Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are comprised of the following:


	March 31, 2023		December 31, 2022

Trade accounts payable	$	2,850	$	2,263
Accrued compensation and benefits payable		1,079		2,573
Accrued research and development liabilities		256		404
Accrued debt issuance costs		2,692		—
Other accrued liabilities		546		404
Total	$	7,423	$	5,644

Shareholders' Equity

3 Months Ended

Mar. 31, 2023

Shareholders' Equity

Shareholders' Equity

7 Shareholders’ Equity

Authorized Share Capital

The Company has authorized and issued common shares, voting and participating, without par value, of which unlimited shares were authorized and 33,337,214 shares were issued and outstanding as of March 31, 2023.

As of March 31, 2023, there were 1,420,948 common shares available for issuance under the Employee Stock Purchase Plan, or the “ESPP”. The Company issued 42,988 shares of common stock pursuant to the ESPP for the period ending March 31, 2023.

On March 22, 2023, the Company entered into an exchange agreement, or the “Exchange Agreement”, with entities affiliated with RTW, or the “Exchanging Stockholders”, pursuant to which the Company exchanged an aggregate of 1,059,000 shares of the Company’s common shares owned by the Exchanging Stockholders for pre-funded warrants, or the Exchange Warrants, to purchase an aggregate of 1,059,000 common shares, with an exercise price of $0.001 per share and no expiration date. The Exchange Warrants are exercisable immediately and no additional cash consideration was rendered in exchange for the warrants. A holder of the Exchange Warrants (together with its affiliates and other attribution parties) may not exercise any portion of an Exchange Warrant to the extent that immediately prior to or after giving effect to such exercise the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding common shares immediately after exercise, which percentage may be increased or decreased to any other percentage specified not in excess of 9.99% at the holder's election upon 61 days’ notice to the Company subject to the terms of the Exchange Warrants.

Additional Paid-in Capital

The additional paid-in capital balances were as follows:


	Three months ended March 31,
	2023		2022
Opening balance	$	24,437	$	15,711
Share-based compensation expense		2,293		2,114
Exercise of stock options		(89)		(40)
Closing balance	$	26,641	$	17,785

- 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.

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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Share Based Compensation

3 Months Ended

Mar. 31, 2023

Share Based Compensation

Share Based Compensation

8 Share Based Compensation

Under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) and the Company’s Stock Option Plan (the “2011 Plan”), unless otherwise decided by the Board of Directors, options vest and are exercisable as follows: 25% vest and are exercisable on the one year anniversary of the grant date and one thirty-sixth (1/36^th) of the remaining options vest and are exercisable each month thereafter, such that options are vested in full on four-year anniversary of the grant date.

On January 1, 2023 and on January 1, 2022, the number of the Company’s common shares reserved for issuance under the 2019 Plan increased by 1,361,440 and 1,195,902 common shares, respectively. Further, on July 5, 2022, the number of the Company’s common shares reserved for issuance under the 2019 Plan increased by 1,000,000 common shares. In addition, 125,127 options have been forfeited under the 2011 Plan since the adoption of the 2019 Plan and have become available for issuance under the 2019 Plan. As of March 31, 2023, there were 8,182,946 common shares available for issuance under the 2019 Plan, of which 1,347,085 common shares were available for future grants.

On November 10, 2021, the Company established a 2021 Inducement Plan through the granting of awards. This 2021 Inducement Plan is intended to help the Company provide an inducement material for certain individuals to enter into employment with the Company, incentives for such persons to exert maximum efforts for the success of the Company and provide a means by which employees may benefit from increases in value of the common shares. There were 503,000 options granted and outstanding under the 2021 Inducement Plan during the three-month period ended March 31, 2023. As of March 31, 2023, there were 1,000,000 shares available for issuance under the 2021 Inducement Plan, of which 497,000 shares were available for future grants.

On July 15, 2022, the Company offered an ESPP, in which participation is available to substantially all of our employees in the United States and Canada who meet certain service eligibility requirements. On January 1, 2023 the number of common shares reserved for issuance under the ESPP increased by 342,860 shares. As of March 31, 2023, the Company has 1,420,948 common shares available under the ESPP. The Company issued 42,988 shares of common stock pursuant to the ESPP for the period ending March 31, 2023.

The total outstanding and exercisable options from the 2011 Plan, 2019 Plan and Inducement Plan as of March 31 were as follows:


	2023
								Weighted
	Number							average
	of shares							exercise
	2019 Plan			Inducement Plan	2011 Plan		Total	price
Outstanding at beginning of year - 2011 Plan		—		—		1,802,672	1,802,672	$	2.05
Outstanding at beginning of year - 2019 Plan		5,314,312		—		—	5,314,312		8.35
Outstanding at beginning of year - Inducement Plan		—		503,000		—	503,000		6.41
Granted - 2019 Plan		1,487,400		—		—	1,487,400		3.59
Exercised - 2019 Plan		(7,000)		—		—	(7,000)		3.74
Exercised - 2011 Plan		—		—		(60,224)	(60,224)		1.63
Forfeited - 2019 Plan		(5,323)		—		—	(5,323)		7.45
Expired - 2019 Plan		(24,617)		—		—	(24,617)		17.80
Outstanding at end of period		6,764,772		503,000		1,742,448	9,010,220	$	6.22
Outstanding at end of period - Weighted average exercise price	$	7.28	$	6.41	$	2.07
Exercisable at end of period		2,896,996		89,375		1,742,448	4,728,819	$	6.62
Exercisable at end of period - Weighted average exercise price	$	9.36	$	6.47	$	2.07


	2022
							Weighted
	Number						average
	of shares						exercise
	2019 Plan		Inducement Plan	2011 Plan		Total	price
Outstanding at beginning of year - 2011 Plan		—	—		1,995,971	1,995,971	$	2.07
Outstanding at beginning of year - 2019 Plan		3,759,834	—		—	3,759,834		9.51
Granted - 2019 Plan		1,385,700	—		—	1,385,700		5.47
Exercised - 2019 Plan		(10,267)	—		—	(10,267)		3.76
Exercised - 2011 Plan		—	—		(9,500)	(9,500)		1.12
Forfeited - 2019 Plan		(5,162)	—		—	(5,162)		21.48
Forfeited - 2011 Plan		—	—		(19,387)	(19,387)		9.42
Outstanding at end of period		5,130,105	—		1,967,084	7,097,189	$	6.64
Outstanding at end of period - Weighted average exercise price	$	8.42	—	$	2.00
Exercisable at end of period		1,721,521	—		1,825,299	3,546,820	$	5.83
Exercisable at end of period - Weighted average exercise price	$	9.94	—	$	1.95

The weighted average remaining contractual life was 7.7 and 8.1 years for outstanding options as of March 31, 2023 and 2022, respectively. The weighted average remaining contractual life was 6.6 and 7.0 years for vested options, as of March 31, 2023 and 2022, respectively.

There was $17.7 million and $20.6 million total unrecognized compensation cost related to non-vested share options as of March 31, 2023 and 2022, respectively. The share options are expected to be recognized over a remaining weighted average vesting period of 2.6 years and 2.8 years as of March 31, 2023 and 2022, respectively.

Options granted are valued using the Black-Scholes option pricing model. Amortization of the fair value of the options over vesting years has been expensed and credited to additional paid-in capital in shareholders’ equity.

The non-vested options as of March 31 were as follows:


	2023
	Number							Weighted
	of options							average
	2019 Plan		Inducement Plan		2011 Plan		Total	fair value
Non-vested share options at beginning of year - 2011 Plan		—		—		2,126	2,126	$	6.64
Non-vested share options at beginning of year - 2019 Plan		2,923,763		—		—	2,923,763		5.30
Non-vested share options at beginning of year - Inducement Plan		—		503,000		—	503,000		4.84
Granted - 2019 Plan		1,487,400		—		—	1,487,400		2.86
Vested, outstanding 2011 Plan		—		—		(2,126)	(2,126)		6.64
Vested, outstanding 2019 Plan		(538,064)		—		—	(538,064)		5.37
Vested, outstanding Inducement Plan		—		(89,375)		—	(89,375)		4.88
Forfeited - 2019 Plan		(5,323)		—		—	(5,323)		5.69
Non-vested share options at end of period		3,867,776		413,625		—	4,281,401	$	4.40
Non-vested share options at end of period - Weighted average fair value	$	4.35	$	4.83	$	—


	2022
	Number							Weighted
	of options							average
	2019 Plan		Inducement Plan		2011 Plan		Total	fair value
Non-vested share options at beginning of year - 2011 Plan		—		—		200,639	200,639	$	1.86
Non-vested share options at beginning of year - 2019 Plan		2,665,518		—		—	2,665,518		6.39
Granted - 2019 Plan		1,385,700		—		—	1,385,700		4.13
Vested, outstanding 2011 Plan		—		—		(58,854)	(58,854)		1.74
Vested, outstanding 2019 Plan		(642,634)		—		—	(642,634)		5.41
Non-vested share options at end of period		3,408,584		—		141,785	3,550,369	$	5.51
Non-vested share options at end of period - Weighted average fair value	$	5.66	$	—	$	1.91

The fair value of share-based payment transactions is measured using Black-Scholes valuation model. This model also requires assumptions, including expected option life, volatility, risk-free interest rate and dividend yield, which greatly affect the calculated values.

The fair value of options granted for the 2011 Plan, 2019 Plan and 2021 Inducement Plan were estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for the options granted:


	Three months ended March 31,
	2023			2022
Exercise price	$	3.59		$	5.66
Share price	$	3.59		$	5.66
Volatility		97	%		91	%
Risk-free interest rate		3.95	%		2.26	%
Expected life		6.08 years			6.08 years
Dividend		0	%		0	%

Expected volatility is determined using comparable companies for which the information is publicly available. The risk-free interest rate is determined based on the U.S. sovereign rates benchmark in effect at the time of grant with a remaining term equal to the expected life of the option. Expected option life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The simplified method is an average of the contractual term of the options and its ordinary vesting period. Dividend yield is based on the share option’s exercise price and expected annual dividend rate at the time of grant.

The Company recognized share-based compensation expense as follows:


	Three months ended March 31,
	2023		2022
Administration	$	1,201	$	912
Research and development		786		848
Commercial activities		306		354
Total	$	2,293	$	2,114

Net loss per share

3 Months Ended

Mar. 31, 2023

Net loss per share

Net loss per share

9 Net Loss Per Share

Basic net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average number of common shares and pre-funded warrants outstanding during the period.

For the three months ended March 31, 2023 and 2022, the Company was in a net loss position. Dilutive net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average number of common shares and shares issuable upon exercise of pre-funded warrants outstanding during the period. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, as they would be anti-dilutive:


	2023	2022
Share options	9,010,220	7,427,189

Amounts above reflect the common share equivalents of the noted instruments.

Royalty Purchase Agreement

3 Months Ended

Mar. 31, 2023

Royalty Purchase Agreement

Royalty Purchase Agreement

10 Royalty Purchase Agreement

On March 27, 2023, we entered into a purchase and sale agreement, or the “Royalty Purchase Agreement”, with RTW and certain of its affiliates.

Pursuant to the Royalty Purchase Agreement, RTW agreed to purchase, following the U.S. Food and Drug Administration approval of etripamil (subject to certain conditions), in exchange for a purchase price of $75.0 million, the right to receive a tiered quarterly royalty payments, or the “Royalty Interest”, on the annual net product sales of etripamil in the United States in an amount equal to: (i) 7%, or the “Initial Tier Royalty”, of annual net sales up to $500 million, (ii) 4% of annual net sales greater than $500 million and less than or equal to $800 million, and (iii) 1% of annual net sales greater than $800 million. If certain revenue thresholds for aggregate annual net sales are not met, the Initial Tier Royalty will increase to 9.5% beginning on January 1 of the following calendar year until a subsequent sales threshold is attained, at which time the Initial Tier Royalty would revert back to 7%.

Based on the Company’s assessment of the terms and conditions under the Royalty Purchase Agreement at the date of signing, there is no accounting recognition required in these interim financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Basis of consolidation

a) Basis of Consolidation

The consolidated financial statements include the accounts of the Company and Milestone Pharmaceuticals USA, Inc. All intercompany transactions and balances have been eliminated.

Basis of Presentation and Use of Accounting Estimates

b) Basis of Presentation and Use of Accounting Estimates and Significant Accounting Policies

These unaudited interim condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency.

●

manufacturing organizations (“CMO”) and clinical trial sites which in turn impact the research & development expenses.

●

Estimate of the grant date fair value share options granted to employees, consultants and directors, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model.

Recently Adopted Accounting Pronouncements

d) Recent Accounting Pronouncements

Significant Risks and Uncertainties

c) Significant Risks and Uncertainties

Sources of Liquidity and Funding Requirements

e) Sources of Liquidity and Funding Requirements

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt

Schedule of Convertible Note


	March 31, 2023		December 31, 2022

Principal	$	50,000	$	—
Unamortized debt issuance costs		(2,680)		—
Total	$	47,320	$	—

Accounts payable and accrued liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accounts payable and accrued liabilities

Schedule of accounts payable and accrued liabilities


	March 31, 2023		December 31, 2022

Trade accounts payable	$	2,850	$	2,263
Accrued compensation and benefits payable		1,079		2,573
Accrued research and development liabilities		256		404
Accrued debt issuance costs		2,692		—
Other accrued liabilities		546		404
Total	$	7,423	$	5,644

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Shareholders' Equity

Schedule of additional paid-in capital


	Three months ended March 31,
	2023		2022
Opening balance	$	24,437	$	15,711
Share-based compensation expense		2,293		2,114
Exercise of stock options		(89)		(40)
Closing balance	$	26,641	$	17,785

Share Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share Based Compensation

Schedule of outstanding and exercisable options


	2023
								Weighted
	Number							average
	of shares							exercise
	2019 Plan			Inducement Plan	2011 Plan		Total	price
Outstanding at beginning of year - 2011 Plan		—		—		1,802,672	1,802,672	$	2.05
Outstanding at beginning of year - 2019 Plan		5,314,312		—		—	5,314,312		8.35
Outstanding at beginning of year - Inducement Plan		—		503,000		—	503,000		6.41
Granted - 2019 Plan		1,487,400		—		—	1,487,400		3.59
Exercised - 2019 Plan		(7,000)		—		—	(7,000)		3.74
Exercised - 2011 Plan		—		—		(60,224)	(60,224)		1.63
Forfeited - 2019 Plan		(5,323)		—		—	(5,323)		7.45
Expired - 2019 Plan		(24,617)		—		—	(24,617)		17.80
Outstanding at end of period		6,764,772		503,000		1,742,448	9,010,220	$	6.22
Outstanding at end of period - Weighted average exercise price	$	7.28	$	6.41	$	2.07
Exercisable at end of period		2,896,996		89,375		1,742,448	4,728,819	$	6.62
Exercisable at end of period - Weighted average exercise price	$	9.36	$	6.47	$	2.07


	2022
							Weighted
	Number						average
	of shares						exercise
	2019 Plan		Inducement Plan	2011 Plan		Total	price
Outstanding at beginning of year - 2011 Plan		—	—		1,995,971	1,995,971	$	2.07
Outstanding at beginning of year - 2019 Plan		3,759,834	—		—	3,759,834		9.51
Granted - 2019 Plan		1,385,700	—		—	1,385,700		5.47
Exercised - 2019 Plan		(10,267)	—		—	(10,267)		3.76
Exercised - 2011 Plan		—	—		(9,500)	(9,500)		1.12
Forfeited - 2019 Plan		(5,162)	—		—	(5,162)		21.48
Forfeited - 2011 Plan		—	—		(19,387)	(19,387)		9.42
Outstanding at end of period		5,130,105	—		1,967,084	7,097,189	$	6.64
Outstanding at end of period - Weighted average exercise price	$	8.42	—	$	2.00
Exercisable at end of period		1,721,521	—		1,825,299	3,546,820	$	5.83
Exercisable at end of period - Weighted average exercise price	$	9.94	—	$	1.95

Schedule of non-vested share options activity


	2023
	Number							Weighted
	of options							average
	2019 Plan		Inducement Plan		2011 Plan		Total	fair value
Non-vested share options at beginning of year - 2011 Plan		—		—		2,126	2,126	$	6.64
Non-vested share options at beginning of year - 2019 Plan		2,923,763		—		—	2,923,763		5.30
Non-vested share options at beginning of year - Inducement Plan		—		503,000		—	503,000		4.84
Granted - 2019 Plan		1,487,400		—		—	1,487,400		2.86
Vested, outstanding 2011 Plan		—		—		(2,126)	(2,126)		6.64
Vested, outstanding 2019 Plan		(538,064)		—		—	(538,064)		5.37
Vested, outstanding Inducement Plan		—		(89,375)		—	(89,375)		4.88
Forfeited - 2019 Plan		(5,323)		—		—	(5,323)		5.69
Non-vested share options at end of period		3,867,776		413,625		—	4,281,401	$	4.40
Non-vested share options at end of period - Weighted average fair value	$	4.35	$	4.83	$	—


	2022
	Number							Weighted
	of options							average
	2019 Plan		Inducement Plan		2011 Plan		Total	fair value
Non-vested share options at beginning of year - 2011 Plan		—		—		200,639	200,639	$	1.86
Non-vested share options at beginning of year - 2019 Plan		2,665,518		—		—	2,665,518		6.39
Granted - 2019 Plan		1,385,700		—		—	1,385,700		4.13
Vested, outstanding 2011 Plan		—		—		(58,854)	(58,854)		1.74
Vested, outstanding 2019 Plan		(642,634)		—		—	(642,634)		5.41
Non-vested share options at end of period		3,408,584		—		141,785	3,550,369	$	5.51
Non-vested share options at end of period - Weighted average fair value	$	5.66	$	—	$	1.91

Schedule of weighted average assumptions for the options granted


	Three months ended March 31,
	2023			2022
Exercise price	$	3.59		$	5.66
Share price	$	3.59		$	5.66
Volatility		97	%		91	%
Risk-free interest rate		3.95	%		2.26	%
Expected life		6.08 years			6.08 years
Dividend		0	%		0	%

Schedule of share-based compensation expense


	Three months ended March 31,
	2023		2022
Administration	$	1,201	$	912
Research and development		786		848
Commercial activities		306		354
Total	$	2,293	$	2,114

Net loss per share (Tables)

3 Months Ended

Mar. 31, 2023

Net loss per share

Schedule of potentially dilutive securities excluded from the computation of diluted weighted average shares


	2023	2022
Share options	9,010,220	7,427,189

Summary of Significant Accounting Policies - Sources of Liquidity and Funding Requirements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Cash, cash equivalents and short-term investments	$ 101,000
Accumulated deficit	$ (281,291)	$ (266,341)

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Collaboration revenue
Revenue	$ 1,000
Ji Xing
Collaboration revenue
Revenue	$ 1,000	$ 0

Debt (Details)		1 Months Ended	3 Months Ended
Debt (Details)	Mar. 29, 2023 USD ($) item $ / shares shares	Apr. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)
Debt Instruments
Proceeds from convertible notes			$ 50,000,000
RTW Investments, LP \| Senior Secured Convertible Notes \| Strategic Financing Agreements
Debt Instruments
Proceeds from convertible notes	$ 50,000,000.0
Coupon rate (as a percent)	6.00%
Paid in kind, term	3 years
Principal amount denomination for conversion	$ 1,000
Convertible shares issuable \| shares	191.0548
Conversion price \| $ / shares	$ 5.23
Threshold Percentage of stock price	150.00%
Threshold trading days \| item	20
Threshold consecutive trading days \| item	30
Redemption price percentage	100.00%
Debt issuance costs paid		$ 2,700,000

Debt - Convertible Note (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Long-term Debt, Total	$ 47,320
Senior Secured Convertible Notes \| RTW Investments, LP \| Strategic Financing Agreements
Debt Instrument [Line Items]
Principal	50,000
Unamortized debt issuance costs	(2,680)
Long-term Debt, Total	$ 47,320

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts payable and accrued liabilities
Trade accounts payable	$ 2,850	$ 2,263
Accrued compensation and benefits payable	1,079	2,573
Accrued research and development liabilities	256	404
Accrued debt issuance costs	2,692
Other accrued liabilities	546	404
Total	$ 7,423	$ 5,644

Shareholders' Equity - Authorized share capital (Details) - shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Authorized share capital
Common Stock, Shares, Issued	33,337,214	34,286,002
Common Stock, Shares, Outstanding	33,337,214	34,286,002
Employee Stock Purchase Plan
Authorized share capital
Number of common shares available for issuance	1,420,948
Number of shares issued under the ESPP	42,988

Shareholders' Equity - Pre-funded Warrants and Open Market Sale Agreement (Details) - RTW Investments, LP	Mar. 22, 2023 USD ($) $ / shares shares
Class of Warrant or Right
Purchase price \| $ / shares	$ 0.001
Common shares exchanged for pre-funded warrants \| shares	1,059,000
Proceeds from exercise of warrants \| $	$ 0
Maximum ownership after exercise of exchange agreement	9.99%
Required notice (in days)	61 days

Shareholders' Equity - Additional paid-in capital (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Additional paid-in capital
Beginning balance	$ 66,348	$ 112,600
Share-based compensation expense	2,293	2,114
Exercise of stock options	124	49
Ending balance	53,935	100,756
Additional paid-in capital
Additional paid-in capital
Beginning balance	24,437	15,711
Share-based compensation expense	2,293	2,114
Exercise of stock options	(89)	(40)
Ending balance	$ 26,641	$ 17,785

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Share Based Compensation (Details) - $ / shares		3 Months Ended
Share Based Compensation (Details) - $ / shares	Jan. 01, 2022	Mar. 31, 2023	Mar. 31, 2022	Jan. 01, 2023	Dec. 31, 2022	Jul. 05, 2022	Dec. 31, 2021
2011 Plan
Share-based compensation
Number of options forfeited after termination of one plan	125,127
Number of options, Options outstanding		1,742,448	1,967,084		1,802,672		1,995,971
2019 Plan
Share-based compensation
Shares reserved for issuance	1,195,902	8,182,946		1,361,440		1,000,000
Shares available for future grants		1,347,085
Options granted		1,487,400	1,385,700
Number of options, Options outstanding		6,764,772	5,130,105		5,314,312		3,759,834
Weighted average exercise price		$ 3.59	$ 5.47
2021 Inducement Plan
Share-based compensation
Shares reserved for issuance		1,000,000
Shares available for future grants		497,000
Options granted		503,000
Number of options, Options outstanding		503,000			503,000
ESPP
Share-based compensation
Shares reserved for issuance		1,420,948		342,860
Shares issued		42,988
Options \| 2011 Plan
Share-based compensation
Vesting period		4 years
Options \| 2011 Plan \| Share-based Compensation Award, Tranche One
Share-based compensation
Percentage of shares to vest		25.00%
Options \| 2011 Plan \| Share-based Compensation Award, Tranche Two
Share-based compensation
Percentage of shares to vest		2.78%
Options \| 2019 Plan
Share-based compensation
Vesting period		4 years
Options \| 2019 Plan \| Share-based Compensation Award, Tranche One
Share-based compensation
Percentage of shares to vest		25.00%
Options \| 2019 Plan \| Share-based Compensation Award, Tranche Two
Share-based compensation
Percentage of shares to vest		2.78%

Share Based Compensation - Outstanding and exercisable options (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Outstanding and exercisable options, weighted average exercise price
Weighted average remaining contractual life (in years)	7 years 8 months 12 days	8 years 1 month 6 days
Weighted average remaining contractual life for vested options (in years)	6 years 7 months 6 days	7 years
Unrecognized compensation cost	$ 17.7	$ 20.6
Expected period for recognition	2 years 7 months 6 days	2 years 9 months 18 days
Plans 2011 and 2019 and 2021 Inducement [Member]
Outstanding and exercisable options, number of shares
Outstanding at end of period	9,010,220	7,097,189
Exercisable at end of period	4,728,819	3,546,820
Outstanding and exercisable options, weighted average exercise price
Outstanding at end of period	$ 6.22	$ 6.64
Exercisable at end of period	$ 6.62	$ 5.83
2011 Plan
Outstanding and exercisable options, number of shares
Outstanding at beginning of period	1,802,672	1,995,971
Exercised	(60,224)	(9,500)
Forfeited		(19,387)
Outstanding at end of period	1,742,448	1,967,084
Exercisable at end of period	1,742,448	1,825,299
Outstanding and exercisable options, weighted average exercise price
Outstanding at beginning of period	$ 2.05	$ 2.07
Exercised	1.63	1.12
Forfeited		9.42
Outstanding at end of period	2.07	2.00
Exercisable at end of period	$ 2.07	$ 1.95
2019 Plan
Outstanding and exercisable options, number of shares
Outstanding at beginning of period	5,314,312	3,759,834
Granted	1,487,400	1,385,700
Expired	(24,617)
Exercised	(7,000)	(10,267)
Forfeited	(5,323)	(5,162)
Outstanding at end of period	6,764,772	5,130,105
Exercisable at end of period	2,896,996	1,721,521
Outstanding and exercisable options, weighted average exercise price
Outstanding at beginning of period	$ 8.35	$ 9.51
Granted	3.59	5.47
Exercised	3.74	3.76
Forfeited	7.45	21.48
Expired	17.80
Outstanding at end of period	7.28	8.42
Exercisable at end of period	$ 9.36	$ 9.94
2021 Inducement Plan
Outstanding and exercisable options, number of shares
Outstanding at beginning of period	503,000
Granted	503,000
Outstanding at end of period	503,000
Exercisable at end of period	89,375
Outstanding and exercisable options, weighted average exercise price
Outstanding at beginning of period	$ 6.41
Outstanding at end of period	6.41
Exercisable at end of period	$ 6.47

Share Based Compensation - Non-vested share options (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Plans 2011 and 2019 and 2021 Inducement [Member]
Number of options
Non-vested share options at end of period	4,281,401	3,550,369
Weighted average fair value
Non-vested at end of period	$ 4.40	$ 5.51
2011 Plan
Number of options
Non-vested at beginning of period	2,126	200,639
Vested, outstanding	(2,126)	(58,854)
Non-vested share options at end of period		141,785
Weighted average fair value
Non-vested at beginning of period	$ 6.64	$ 1.86
Vested, outstanding	$ 6.64	1.74
Non-vested at end of period		$ 1.91
2019 Plan
Number of options
Non-vested at beginning of period	2,923,763	2,665,518
Granted	1,487,400	1,385,700
Vested, outstanding	(538,064)	(642,634)
Forfeited	(5,323)
Non-vested share options at end of period	3,867,776	3,408,584
Weighted average fair value
Non-vested at beginning of period	$ 5.30	$ 6.39
Granted	2.86	4.13
Vested, outstanding	5.37	5.41
Forfeited	5.69
Non-vested at end of period	$ 4.35	$ 5.66
2021 Inducement Plan
Number of options
Non-vested at beginning of period	503,000
Vested, outstanding	(89,375)
Non-vested share options at end of period	413,625
Weighted average fair value
Non-vested at beginning of period	$ 4.84
Vested, outstanding	4.88
Non-vested at end of period	$ 4.83

Share Based Compensation - Weighted average assumptions for the options granted (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation
Exercise price	$ 3.59	$ 5.66
Share price (in dollars per share)	$ 3.59	$ 5.66
Volatility (as a percent)	97.00%	91.00%
Risk-free interest rate (as a percent)	3.95%	2.26%
Expected life (in years)	6 years 29 days	6 years 29 days
Dividend (as a percent)	0.00%	0.00%

Share Based Compensation - Recognized share-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based compensation
Share-based compensation expense	$ 2,293	$ 2,114
Administration
Share-based compensation
Share-based compensation expense	1,201	912
Research and development
Share-based compensation
Share-based compensation expense	786	848
Commercial activities
Share-based compensation
Share-based compensation expense	$ 306	$ 354

Net loss per share (Details) - shares	3 Months Ended
Net loss per share (Details) - shares	Mar. 31, 2023	Mar. 31, 2022
Share options
Net income (loss) per share
Share-based compensation options exercisable and in the money	9,010,220	7,427,189

Royalty Purchase Agreement (Details) - RTW Investments, LP - Strategic Financing Agreements $ in Millions	Mar. 27, 2023 USD ($)
Royalty Purchase Agreement
Funding received from sale of product rights	$ 75.0
Up to $500 million
Royalty Purchase Agreement
Future payment as a percentage of aggregate net sales	7.00%
Threshold amount of annual aggregate net sales	$ 500.0
Additional future payment as a percentage of aggregate net sales	9.50%
Above $800 million
Royalty Purchase Agreement
Future payment as a percentage of aggregate net sales	1.00%
Threshold amount of annual aggregate net sales	$ 800.0
Minimum \| Above $500 million
Royalty Purchase Agreement
Future payment as a percentage of aggregate net sales	4.00%
Threshold amount of annual aggregate net sales	$ 500.0
Maximum \| Up to $800 million
Royalty Purchase Agreement
Future payment as a percentage of aggregate net sales	4.00%
Threshold amount of annual aggregate net sales	$ 800.0

Short-term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Short-term Investments
Short-term investments	$ 27,000	$ 56,949

Share Based Compensation - Outstanding and exercisable options (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation
Weighted average remaining contractual life (years), Options outstanding	7 years 8 months 12 days	8 years 1 month 6 days