Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company recorded income tax expense of nil for the three months ended June 30, 2022 and 2021, respectively. The Company recorded income tax expense of $4.4 million and nil for the six months ended June 30, 2022 and 2021, respectively. The income tax expense for the six months ended June 30, 2022 was due to the intellectual property (IP) transfer noted in the paragraph below.

On January 1, 2022 (the “Transfer Date”), the Company’s wholly owned subsidiary, PepGen Limited, transferred all IP assets to the parent company, PepGen Inc., in an arm’s length transaction at fair value pursuant to an asset transfer agreement. The fair value of the IP assets is a non-recurring fair value measurement. The Company engaged valuation specialists to calculate the IP value, and the IP value was measured using the historical cost method. The historical cost method estimated the fair value of the IP assets using the historical cost base of the IP assets and the expected market return as of the Transfer Date. The significant assumption inherent in estimating the fair value using the historical cost method was the expected market return. The Company utilized a 40% expected market return, which a third-party investor may expect as a return on their investment, and which is based on studies of venture capital investment returns. The Company calculated the fair value of the IP assets by computing the present value of the historical cost base using the 40% expected market return. The expected market rate assumption used in the estimation of the IP assets represents a level 3 inputs of the fair value hierarchy (see Note 3).

The Company recognizes the impact of an uncertain income tax position taken on its income tax returns at the amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed at least quarterly, and adjustments are made as events occur that warrant adjustments for those positions. As of June 30, 2022, the Company has recognized a liability for the uncertain tax position relative to the IP transfer of $0.7 million.

The transfer of the intellectual property assets resulted in an estimated tax charge to Her Majesty’s Revenue & Customs, after considering net operating loss carryforwards, of $4.4 million, inclusive of the $0.7 million uncertain tax position. The liability is accounted for in accrued expenses on the condensed consolidated balance sheet, and was $4.0 million as of June 30, 2022 after currency translation.