|
England and Wales
(State or other jurisdiction of incorporation or organization) |
| |
2834
(Primary Standard Industrial Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer Identification Number) |
|
|
Robert E. Puopolo
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 United States of America +1 (617) 570-1000 |
| |
Andrew Harrow
Goodwin Procter (UK) LLP 100 Cheapside London EC2V 6DY United Kingdom +44 (0) 20 7447 4200 |
| |
Richard D. Truesdell, Jr.
Marcel R. Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 United States of America +1 (212) 450-4000 |
| |
Simon Witty
Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR United Kingdom +44 (0) 20 7418 1300 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
|
| | | ||||||||||||||
|
Title of each class of
securities to be registered |
| | |
Proposed maximum
aggregate offering price(1) |
| | |
Amount of
registration fee(2) |
| ||||||
|
Ordinary shares, nominal value £0.01 per share(3)
|
| | | | $ | | | | | | $ | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 90 | | | |
| | | | | 92 | | | |
| | | | | 93 | | | |
| | | | | 94 | | | |
| | | | | 97 | | | |
| | | | | 99 | | | |
| | | | | 101 | | | |
| | | | | 103 | | | |
| | | | | 118 | | | |
| | | | | 184 | | | |
| | | | | 189 | | | |
| | | | | 195 | | | |
| | | | | 196 | | | |
| | | | | 198 | | | |
| | | | | 199 | | | |
| | | | | 219 | | | |
| | | | | 227 | | | |
| | | | | 229 | | | |
| | | | | 236 | | | |
| | | | | 245 | | | |
| | | | | 246 | | | |
| | | | | 247 | | | |
| | | | | 248 | | | |
| | | | | 250 | | | |
| | | | | F-1 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||
Consolidated Statement of Operations Data | | | | | | | | | | | | | |
License revenue
|
| | | $ | 20 | | | | | $ | | | |
Service revenue
|
| | | | 203 | | | | | | | | |
Sale of viral seeds
|
| | | | 115 | | | | | | | | |
Research grants and contracts
|
| | | | 6,507 | | | | | | | | |
Total revenue
|
| | | | 6,845 | | | | | | | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 29,842 | | | | |||||
General and administrative
|
| | | | 2,668 | | | | | | | | |
Total operating expenses
|
| | | | 32,510 | | | | | | | | |
Loss from operations
|
| | | | (25,665) | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expense
|
| | | | (133) | | | | | | | | |
Interest income
|
| | | | 40 | | | | | | | | |
Gain from disposal of property and equipment
|
| | | | 4 | | | | | | | | |
Research and development incentives
|
| | | | 2,976 | | | | |||||
Other income
|
| | | | 80 | | | | | | | | |
Total other income, net
|
| | | | 2,967 | | | | | | | | |
Net loss
|
| | | | (22,698) | | | | | | | | |
Net loss attributable to noncontrolling interest
|
| | | | (1,968) | | | | | | | | |
Net loss attributable to Vaccitech shareholders
|
| | | $ | (20,730) | | | | | $ | | | |
Weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 23,469 | | | | | | | | |
Net loss per share attributable to ordinary shareholders, basic and diluted
|
| | | $ | (883.27) | | | | | $ | | | |
Pro forma weighted-average ordinary shares outstanding, basic and
diluted (unaudited)(1) |
| | | | | | | | | | | | |
Pro forma net loss per share, basic and diluted (unaudited)(1)
|
| | | | | | | | | $ | | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
ACTUAL
|
| |
PRO
FORMA(1) |
| |
PRO FORMA
AS ADJUSTED(2) |
| |||||||||
| | |
(in thousands, except share data)
|
| |||||||||||||||
| | | | | | | | |
(unaudited)
|
| |||||||||
Consolidated Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | | | | | $ | | | | | $ | | | |||
Working capital(3)
|
| | | | | | | | | | | | | | | | | | |
Total assets
|
| | | | | | | | | | | | | | | | | | |
Long-term debt (including lease liability)
|
| | | | | | | | | | | | | | | | | | |
Total liabilities
|
| | | | | | | | | | | | | | | | | | |
Series A Shares(4)
|
| | | | | | | | | | | | | | | | | | |
Total shareholders’ deficit
|
| | | | | | | | | | | | | | | | | | |
| | |
AS OF DECEMBER 31, 2020
|
| | | | |||||||||||||||||||||
| | |
ACTUAL
|
| |
PRO FORMA
|
| |
PRO FORMA
AS ADJUSTED(1) |
| | | | |||||||||||||||
| | |
(in thousands, except share and per share data)
|
| | | | |||||||||||||||||||||
| | | | | | | | |
(unaudited)
|
| | | | |||||||||||||||
Cash and cash equivalents
|
| | | | | | | | | | | | | | | | | | | |||||||||
Long-term debt (including lease liability)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series A Shares
|
| | | | | | | | | | | | | | | | | | | | | | ||||||
Shareholders’ equity: | | | | | | | | |||||||||||||||||||||
Ordinary Shares, nominal value £0.01; shares authorized; shares issued and outstanding, actual; shares issued and outstanding, pro forma; shares issued and outstanding, pro forma as adjusted
|
| | | | | | | | | | | | | | | | | |||||||||||
Additional paid-in capital
|
| | | | | | | | | | | | | | | | | | | | | | ||||||
Accumulated deficit
|
| | | | | | | | | | | | | | | | | | | | | | ||||||
Accumulated other comprehensive loss
|
| | | | | | | | | | | | | | | | | |||||||||||
Non controlling interest
|
| | | | | | | | | | | | | | | | | |||||||||||
Total shareholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | | | | | ||||||
Total capitalization
|
| | | | | | | | | | | | | | | | | | | | | |
|
Assumed initial public offering price per ADS
|
| |
|
| | | $ | | | |
|
Historical net tangible book value per ADS as of December 31, 2020
|
| | | | | | $ | | | |
|
Increase per ADS attributable to the pro forma adjustments described above
|
| | | | | | | | | |
|
Pro forma net tangible book value per ADS as of December 31, 2020
|
| | | | | | | | | |
|
Increase in pro forma as adjusted net tangible book value attributable to new investors
purchasing ADSs in this offering |
| | | | | | | | | |
|
Pro forma as adjusted net tangible book value per ADS as of December 31, 2020
|
| | | | | | | | | |
|
Dilution per share to new investors purchasing ADSs in this offering
|
| | | | | | $ | | | |
| | |
ORDINARY SHARES/ADS
PURCHASED |
| |
TOTAL CONSIDERATION
|
| |
AVERAGE PRICE
PER ORDINARY SHARE/ADS |
| ||||||||||||||||||
| | |
NUMBER
|
| |
PERCENT
|
| |
AMOUNT
|
| |
PERCENT
|
| |||||||||||||||
Existing shareholders
|
| |
|
| | | | % | | | | | $ | | | | | | % | | | | | $ | | | ||
New investors participating in this offering
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | 100.0% | | | | | $ | | | | | | 100.0% | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(in thousands, except
share and per share data) |
| |||||||||
Consolidated Statement of Operations Data | | | | | | | | | | | | | |
License revenue
|
| | | $ | 20 | | | | | $ | | | |
Service revenue
|
| | | | 203 | | | | | | | | |
Sale of viral seeds
|
| | | | 115 | | | | | | | | |
Research grants and contracts
|
| | | | 6,507 | | | | | | | | |
Total revenue
|
| | | | 6,845 | | | | | | | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 29,842 | | | | | | | | |
General and administrative
|
| | | | 2,668 | | | | | | | | |
Total operating expenses
|
| | | | 32,510 | | | | | | | | |
Loss from operations
|
| | | | (25,665) | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expense
|
| | | | (133) | | | | |||||
Interest income
|
| | | | 40 | | | | |||||
Gain from disposal of property and equipment
|
| | | | 4 | | | | |||||
Research and development incentives
|
| | | | 2,976 | | | | |||||
Other income
|
| | | | 80 | | | | | | | | |
Total other income, net
|
| | | | 2,967 | | | | | | | | |
Net loss
|
| | | | (22,698) | | | | | | | | |
Net loss attributable to noncontrolling interest
|
| | | | (1,968) | | | | | | | | |
Net loss attributable to Vaccitech shareholders
|
| | | $ | (20,730) | | | | | $ | | | |
Weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 23,469 | | | | | | | | |
Net loss per share attributable to ordinary shareholders, basic and diluted
|
| | | $ | (883.27) | | | | | $ | | | |
Pro forma weighted-average ordinary shares outstanding, basic and diluted (unaudited)(1)
|
| | | | | | | | | | | | |
Pro forma net loss per share, basic and diluted (unaudited)(1)
|
| | | | | | | | | $ | | | |
| | |
December 31,
|
| ||||||
| | |
2019
|
| |
2020
|
| |||
| | |
(in thousands)
|
| ||||||
Consolidated Balance Sheet Data | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 11,432 | | | |
|
|
Working capital(1)
|
| | | | 10,497 | | | | | |
Total assets
|
| | | | 19,043 | | | | | |
Long-term debt (including lease liability)
|
| | | | 1,606 | | | | | |
Total liabilities
|
| | | | 7,358 | | | | | |
Series A Shares
|
| | | | 33,765 | | | | | |
Total shareholders’ deficit
|
| | | | (22,079) | | | | | |
| | |
Year ended
December 31, 2019 |
| |||
Revenue from Licenses, Grants & Services
|
| | | $ | 6,845 | | |
Operating expenses: | | | | | | | |
Research & development
|
| | | | 29,842 | | |
General and administrative
|
| | | | 2,668 | | |
Total operating expenses
|
| | | | 32,510 | | |
Loss from operations
|
| | | | (25,665) | | |
Other income (expense) | | | | | | | |
Interest expense
|
| | | | (133) | | |
Other income and expenses, net
|
| | | | 124 | | |
Research and development incentives
|
| | | | 2,976 | | |
Total other income, net
|
| | | | 2,967 | | |
Net loss
|
| | | $ | (22,698) | | |
| | |
Year ended
December 31, 2019 |
| |||
Direct research and development expenses by program: | | | | | | | |
VTP-200 HPV:
|
| | | $ | 4,168 | | |
VTP-300 HBV
|
| | | | 1,993 | | |
VTP-600 NSCLC
|
| | | | 5,313 | | |
VTP-800/VTP-850 Prostate cancer
|
| | | | 7 | | |
Other and earlier-stage programs
|
| | | | 14,470 | | |
Internal research and development expenses: | | | | | | | |
Personnel-related (including share-based compensation)
|
| | | | 3,098 | | |
Facility-related
|
| | | | 101 | | |
Other internal costs
|
| | | | 692 | | |
Total research and development expenses
|
| | | | 29,842 | | |
| | |
Year ended
December 31, 2019 |
| |||
Net cash used in operating activities
|
| | | $ | (18,682) | | |
Net cash used in investing activities
|
| | | | (124) | | |
Net cash provided by financing activities
|
| | | | 2,044 | | |
Effect of exchange rates on cash and cash equivalents
|
| | | | (444) | | |
Net decrease in cash and cash equivalents
|
| | | $ | (17,206) | | |
|
Year ended December 31, 2019
|
| | ||||||||||||||||||||||||||
|
Grant Date
|
| |
Number
Granted |
| |
Underlying
Security |
| |
Weighted Average
Exercise Price |
| |
Estimated Fair
Value per Option at Grant Date |
| |
Intrinsic
Value at Grant Date |
| ||||||||||||
| August 2019 | | | | | 855 | | | |
$0.01 Ordinary shares
|
| | | $ | 0.13 | | | | | $ | 1,319.38 | | | | | $ | 1,319.25 | | |
| | |
Payments due by period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 year |
| |
1−3 years
|
| |
4−5 years
|
| |
More than
5 years |
| |||||||||||||||
Operating lease commitments
|
| | | $ | 2,422 | | | | | $ | 309 | | | | | $ | 618 | | | | | $ | 618 | | | | | $ | 877 | | |
Total
|
| | | $ | 2,422 | | | | | $ | 309 | | | | | $ | 618 | | | | | $ | 618 | | | | | $ | 877 | | |
| | |
Year ended
December 31, 2019 |
| |||
Risk-free interest rate
|
| | | | 2.43% | | |
Expected term (in years)
|
| | | | 6.25 | | |
Expected volatility
|
| | | | 102.68% | | |
Expected dividends
|
| | | | Nil | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers: | | | | | | | |
William Enright | | |
58
|
| | Chief Executive Officer and Director | |
Thomas G. Evans, MD | | |
65
|
| | Chief Scientific Officer and Director | |
Chris Ellis | | |
61
|
| | Chief Operating Officer | |
Meg Marshall, MD | | |
64
|
| | Chief Medical Officer | |
Graham Griffiths | | |
41
|
| | Chief Business Officer | |
Georgy Egorov | | |
43
|
| | Chief Financial Officer | |
Non-Executive Directors: | | | | | | | |
Robin Wright | | |
56
|
| | Chairman of the Board of Directors | |
Alex Hammacher | | |
40
|
| | Director | |
Pierre A. Morgon, PharmD | | |
57
|
| | Director | |
Name and Principal Position
|
| |
Year(1)
|
| |
Salary
($) |
| |
Stock
Options ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
William Enright(4)
Chief Executive Officer |
| | | | 2019 | | | | | | 127,957 | | | | | | — | | | | | | 67,614 | | | | | | 6,476(5) | | | | | $ | 202,046 | | |
Thomas Evans, MD
Chief Scientific Officer and Former Chief Executive Officer |
| | | | 2019(6) | | | | | | 233,901 | | | | | $ | 52,784 | | | | | | 79,370 | | | | | | 12,224(7) | | | | | $ | 378,279 | | |
Graham Griffiths
Chief Business Officer |
| | | | 2019(6) | | | | | | 163,824 | | | | | $ | 39,588 | | | | | | 33,972 | | | | | | 8,678(7) | | | | | $ | 246,062 | | |
Christopher Ellis
Chief Operating Officer |
| | | | 2019 | | | | | | 140,937 | | | | | $ | 39,588 | | | | | | 26,569 | | | | | | 8,241(7) | | | | | $ | 214,612 | | |
| | |
Option Awards(1)
|
| |||||||||||||||||||||||||||||||||
Name
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price $(2) |
| |
Option
Expiration Date |
| ||||||||||||||||||
William Enright
|
| | | | — | | | | | | — | | | | | | — | | | | | | 552(4) | | | | | | — | | | | | | — | | |
Thomas Evans, M.D.
|
| | | | 2/1/2018 | | | | | | 25 | | | | | $ | 25 | | | | | | | | | | | | 0.13 | | | | | | 2/15/2028 | | |
| | | | | 2/1/2019 | | | | | | 10 | | | | | $ | 30 | | | | | | | | | | | | 0.13 | | | | | | 8/13/2029 | | |
Graham Griffiths
|
| | | | 10/16/2017 | | | | | | 248 | | | | | $ | 83 | | | | | | | | | | | | 0.13 | | | | | | 2/15/2028 | | |
| | | | | 2/1/2018 | | | | | | 12 | | | | | $ | 13 | | | | | | | | | | | | 0.13 | | | | | | 2/15/2028 | | |
| | | | | 2/1/2019 | | | | | | 7 | | | | | $ | 23 | | | | | | | | | | | | 0.13 | | | | | | 8/13/2029 | | |
Christopher Ellis
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Fees Earned
or Paid in Cash ($)(4) |
| |
Total ($)
|
| ||||||
Steven Chatfield(1)
|
| | | $ | 4,789 | | | | | $ | 4,789 | | |
Sarah Gilbert(2)
|
| | | $ | 67,422 | | | | | $ | 67,422 | | |
Adrian Hill
|
| | | $ | 56,185 | | | | | $ | 56,185 | | |
Andrew McLean(3)
|
| | | | — | | | | | | — | | |
Pierre Morgon
|
| | | $ | 23,410 | | | | | $ | 23,410 | | |
Adam Stoten
|
| | | | — | | | | | | — | | |
Robin Wright
|
| | | $ | 23,410 | | | | | $ | 23,410 | | |
Name
|
| |
Series A Shares
|
| |
Aggregate Purchase
Price Paid |
| ||||||||||||
| | | | | | | | |
in Pound Sterling
|
| |
in US dollar
|
| ||||||
5% or Greater Shareholders: | | | | | | | | | | | | | | | |||||
Oxford Sciences Innovation plc(1)
|
| | | | 5,516 | | | | | £ | 5,999,477.40 | | | | | $ | 7,901,687 | | |
Entities affiliated with GV(2)
|
| | | | 5,516 | | | | | £ | 5,999,477.40 | | | | | $ | 7,901,687 | | |
SCC Venture VI Holdco, Ltd.(3)
|
| | | | 4,597 | | | | | £ | 5,000,000.00 | | | | | $ | 6,532,698 | | |
| | | | | |
Percentage of shares
beneficially owned |
| |||
Name of beneficial owner
|
| |
Number of shares
beneficially owned |
| |
Before
offering |
| |
After
offering |
|
5% or Greater Shareholders: | | | | | | | | | | |
Oxford Sciences Innovation plc
|
| | | | | | | | | |
Oxford University
|
| | | | | | | | | |
Entities affiliated with Google Ventures
|
| | | | | | | | | |
SCC Venture VI Holdco, Ltd.
|
| | | | | | | | | |
Executive Officers and Directors: | | | | | | | | | | |
William Enright
|
| | | | | | | | | |
Georgy Egorov
|
| | | | | | | | | |
Thomas G. Evans
|
| | | | | | | | | |
Chris Ellis
|
| | | | | | | | | |
Meg Marshall
|
| | | | | | | | | |
Graham Griffiths
|
| | | | | | | | | |
Robin Wright
|
| | | | | | | | | |
Alex Hammacher
|
| | | | | | | | | |
Pierre A. Morgon
|
| | | | | | | | | |
All executive officers and directors as a group (10 persons)
|
| | | | | | | | | |
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
Number of Directors | | | Under the Companies Act 2006, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided for in a company’s articles of association. | | | Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws. | |
Removal of Directors | | | Under the Companies Act 2006, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided 28 clear days’ notice of the resolution has been given to the company and its shareholders. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act 2006 must also be followed, such as allowing the director to make representations against his or her removal either at the meeting or in writing. | | | Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, shareholders may effect such removal only for cause, or (ii) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part. | |
Vacancies on the Board of Directors | | | Under English law, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually. | | | Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy. | |
Annual General Meeting | | | Under the Companies Act 2006, a public limited company must hold an annual general meeting within the six-month period beginning with the day following the company’s annual accounting reference date. | | | Under Delaware law, the annual meeting of shareholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. | |
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
General Meeting | | |
Under the Companies Act 2006, a general meeting of the shareholders of a public limited company may be called by the directors.
Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves (or any of them representing more than one half of the total voting rights of all of them) convene a general meeting.
|
| | Under Delaware law, special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. | |
Notice of General Meetings | | | Under the Companies Act 2006, at least 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting, subject to a company’s articles of association providing for a longer period. Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meeting of a public limited company. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting. | | | Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the shareholders must be given to each shareholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting. | |
Quorum | | | Subject to the provisions of a company’s articles of association, the Companies Act 2006 provides that two shareholders present at a | | | The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any | |
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
| | | meeting (in person, by proxy or authorized representative under the Companies Act 2006) shall constitute a quorum for companies with more than one shareholder. | | | meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. | |
Proxy | | | Under the Companies Act 2006, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy. | | | Under Delaware law, at any meeting of shareholders, a shareholder may designate another person to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director. | |
Preemptive Rights | | | Under the Companies Act 2006, “equity securities,” being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution, referred to as “ordinary shares,” or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act 2006. | | | Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation. | |
Authority to Allot | | | Under the Companies Act 2006, the directors of a company must not allot shares or grant rights to subscribe for or convert any security into shares unless an exception applies or an ordinary resolution has been passed by shareholders in a | | | Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. The board of directors may authorize capital stock to be issued for | |
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
| | | general meeting authorizing such allotment or the articles of association provide for such authorization, in each case in accordance with the provisions of the Companies Act 2006. | | | consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive. | |
Liability of Directors and Officers | | | Under the Companies Act 2006, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company, is void. Any provision by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is also void except as permitted by the Companies Act 2006, which provides exceptions for the company to (i) purchase and maintain insurance against such liability; (ii) provide a “qualifying third party indemnity,” or an indemnity against liability incurred by the director to a person other than the company or an associated company as long as he or she is successful in defending the claim or criminal proceedings; and (iii) provide a “qualifying pension scheme indemnity,” or an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan. | | |
Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its shareholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
•
any breach of the director’s duty of loyalty to the corporation or its shareholders;
•
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•
intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or
•
any transaction from which the director derives an improper personal benefit.
|
|
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
Voting Rights | | | For an English company it is usual for the articles of association to provide that, unless a poll is demanded by the shareholders of a company or is required by the chairperson of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act 2006, a poll may be demanded by (i) not fewer than five shareholders having the right to vote on the resolution; (ii) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution (excluding any voting rights attaching to treasury shares); or (iii) any shareholder(s) holding shares in the company conferring a right to vote on the resolution (excluding any voting rights attaching to treasury shares) being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll. Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the meeting. | | | Delaware law provides that, unless otherwise provided in the certificate of incorporation, each shareholder is entitled to one vote for each share of capital stock held by such shareholder. | |
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
Shareholder Vote on Certain Transactions | | |
The Companies Act 2006 provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require:
•
the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors or a class thereof representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and
•
the approval of the court.
|
| |
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
•
the approval of the board of directors; and
•
the approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of the corporation entitled to vote on the matter.
|
|
Standard of Conduct for Directors | | |
Under English law, a director owes various statutory and fiduciary duties to the company, including:
•
to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: (i) the likely consequences of any decision in the long-term, (ii) the interests of the company’s employees, (iii) the need to foster the company’s business relationships with suppliers, customers and others, (iv) the impact of the company’s operations on the community and the environment, (v) the desirability to maintain a reputation for high standards of business conduct, and (vi) the need to act fairly as between members of the company;
•
to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the
|
| |
Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the shareholders.
Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his corporate position for personal gain or advantage. In general, but
|
|
| | |
ENGLAND AND WALES
|
| |
DELAWARE
|
|
| | |
interests of the company;
•
to act in accordance with the company’s constitution and only exercise his powers for the purposes for which they are conferred;
•
to exercise independent judgment;
•
to exercise reasonable care, skill and diligence;
•
not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and
•
a duty to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.
|
| |
subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation.
In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.
|
|
Shareholder Suits | | | Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act 2006 provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders. | | |
Under Delaware law, a shareholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
•
state that the plaintiff was a shareholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and
•
allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
•
state the reasons for not making the effort.
Additionally, the plaintiff must remain a shareholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
|
|
Persons depositing or withdrawing shares or ADS holders must
pay: |
| |
For:
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
$.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$.05 (or less) per ADS per calendar year | | | Depositary services | |
Registration or transfer fees | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | | |
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
|
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
Name
|
| |
Number of ADSs
|
| |||
Morgan Stanley & Co. LLC
|
| | | | | | |
Jefferies LLC
|
| | | | | | |
Barclays Capital Inc.
|
| | | | | | |
William Blair & Company, L.L.C.
|
| |
|
| |||
H.C. Wainwright & Co., LLC
|
| | | | | | |
Total | | | | | | | |
| | | | | | | | |
Total
|
| |||||||||
| | |
Per
ADS |
| |
No Exercise
|
| |
Full
Exercise |
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts and commissions to be paid by us:
|
| | | $ | | | | | $ | | | | | $ | | | |||
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | | | $ | | | |
EXPENSE
|
| |
AMOUNT
|
| |||
SEC registration fee
|
| | | $ | * | | |
Nasdaq initial listing fee
|
| | | | * | | |
FINRA filing fee
|
| | | | * | | |
Printing expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous costs
|
| | | | * | | |
Total
|
| | | | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | | | | | | | |
Pro Forma
Shareholders’ Equity (Unaudited) |
| |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 11,432,139 | | | | | | | | |
Accounts receivable
|
| | | | 991,371 | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | 3,825,726 | | | | | | | | |
Total current assets
|
| | | | 16,249,236 | | | | | | | | |
Property and equipment, net
|
| | | | 520,303 | | | | | | | | |
Right of use asset, net
|
| | | | 2,273,701 | | | | | | | | |
Total assets
|
| | | $ | 19,043,240 | | | | | | | | |
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 3,888,523 | | | | | | | | |
Accrued expenses and other current liabilities
|
| | | | 1,421,434 | | | | | | | | |
Deferred revenue
|
| | | | 269,912 | | | | | | | | |
Current portion of lease liability
|
| | | | 171,979 | | | | | | | | |
Total current liabilities
|
| | | | 5,751,848 | | | | | | | | |
Lease liability, net of current portion
|
| | | | 1,605,794 | | | | | | | | |
Total liabilities
|
| | | | 7,357,642 | | | | | | | | |
Commitments and contingencies (Note 12) | | | | | | | | | | | | | |
Series A redeemable convertible preferred shares; £0.10 ($0.14) nominal value;
22,065 shares issued and outstanding; aggregate liquidation preference of $33,879,245; pro forma no shares issued and outstanding (unaudited) |
| | | | 33,764,725 | | | | | $ | — | | |
Shareholders’ (deficit) equity: | | | | | | | | | | | | | |
Ordinary shares, £0.01 ($0.01) nominal value; 23,548 shares issued and outstanding; pro forma 45,613 shares issued and outstanding
(unaudited) |
| | | | 330 | | | | | $ | 456 | | |
Additional paid-in capital
|
| | | | 15,905,975 | | | | | | 49,670,574 | | |
Accumulated deficit
|
| | | | (37,885,261) | | | | | | (37,885,261) | | |
Accumulated other comprehensive loss – foreign currency translation adjustments
|
| | | | (467,358) | | | | | | (467,358) | | |
Noncontrolling interest
|
| | | | 367,187 | | | | | | 367,187 | | |
Total shareholders’ (deficit) equity
|
| | | | (22,079,127) | | | | | $ | 11,685,598 | | |
Total liabilities, redeemable convertible preferred shares and shareholders’ deficit
|
| | | $ | 19,043,240 | | | | | | | | |
|
|
License revenue
|
| | | $ | 19,714 | | |
|
Service revenue
|
| | | | 202,749 | | |
|
Sale of viral seeds
|
| | | | 115,345 | | |
|
Research grants and contracts
|
| | | | 6,507,228 | | |
|
Total revenue
|
| | | | 6,845,036 | | |
|
Operating expenses
|
| | | | | | |
|
Research and development
|
| | | | 29,842,341 | | |
|
General and administrative
|
| | | | 2,667,367 | | |
|
Total operating expenses
|
| | | | 32,509,708 | | |
|
Loss from operations
|
| | | | (25,664,672) | | |
| Other income (expense): | | | | | | | |
|
Interest expense
|
| | | | (132,750) | | |
|
Interest income
|
| | | | 40,199 | | |
|
Gain from disposal of property and equipment
|
| | | | 3,461 | | |
|
Research and development incentives
|
| | | | 2,975,872 | | |
|
Other income
|
| | | | 79,991 | | |
|
Total other income, net
|
| | | | 2,966,773 | | |
|
Net loss
|
| | | | (22,697,899) | | |
|
Net loss attributable to noncontrolling interest
|
| | | | (1,968,307) | | |
|
Net loss attributable to Vaccitech shareholders
|
| | | $ | (20,729,592) | | |
|
Weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 23,469 | | |
|
Net loss per share attributable to ordinary shareholders, basic and diluted
|
| | | $ | (883.27) | | |
|
Pro forma weighted-average ordinary shares outstanding, basic and diluted (unaudited)
|
| | | | 45,534 | | |
|
Pro forma net loss per share, basic and diluted (unaudited)
|
| | | $ | (455.25) | | |
|
Net loss
|
| | | $ | (22,697,899) | | |
|
Other comprehensive loss – foreign currency translation adjustments
|
| | | | (54,822) | | |
|
Comprehensive loss
|
| | | | (22,752,721) | | |
|
Comprehensive loss attributable to noncontrolling interest
|
| | | | (1,951,033) | | |
|
Comprehensive loss attributable to Vaccitech shareholders
|
| | | $ | (20,801,688) | | |
| | |
Series A
Redeemable Convertible Preferred Shares |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Loss |
| |
Noncontrolling
Interest |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
Balance, February 1, 2019
|
| | | | 22,065 | | | | | $ | 33,764,725 | | | | | | | 23,466 | | | | | $ | 329 | | | | | $ | 15,075,373 | | | | | $ | (17,155,669) | | | | | $ | (395,262) | | | | | $ | 357,129 | | | | | $ | (2,118,100) | | |
Share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 830,602 | | | | | | | | | | | | | | | | | | | | | | | | 830,602 | | |
Exercise of stock options
|
| | | | | | | | | | | | | | | | | 82 | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
Contributions from noncontrolling
interest |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,961,091 | | | | | | 1,961,091 | | |
Foreign currency translation adjustments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (72,096) | | | | | | 17,274 | | | | | | (54,822) | | |
Net loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (20,729,592) | | | | | | | | | | | | (1,968,307) | | | | | | (22,697,899) | | |
Balance, December 31, 2019
|
| | | | 22,065 | | | | | $ | 33,764,725 | | | | | | | 23,548 | | | | | $ | 330 | | | | | $ | 15,905,975 | | | | | $ | (37,885,261) | | | | | $ | (467,358) | | | | | $ | 367,187 | | | | | $ | (22,079,127) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
|
Net loss
|
| | | $ | (22,697,899) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Share based compensation
|
| | | | 830,602 | | |
|
Depreciation and amortization
|
| | | | 345,431 | | |
|
Noncash contributions from noncontrolling interest
|
| | | | (83,380) | | |
|
Gain on disposal of property and equipment
|
| | | | (3,461) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Accounts receivable
|
| | | | (959,195) | | |
|
Prepaid expenses and other current assets
|
| | | | 273,403 | | |
|
Accounts payable
|
| | | | 2,965,133 | | |
|
Accrued expenses and other current liabilities
|
| | | | 580,228 | | |
|
Deferred revenue
|
| | | | 208,653 | | |
|
Right of use asset and liability
|
| | | | (141,522) | | |
|
Net cash used in operating activities
|
| | | | (18,682,007) | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
|
Purchases of property and equipment
|
| | | | (127,819) | | |
|
Proceeds from sale of property and equipment
|
| | | | 3,461 | | |
|
Net cash used in investing activities
|
| | | | (124,358) | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
|
Exercise of stock options
|
| | | | 1 | | |
|
Contributions from noncontrolling interest
|
| | | | 2,044,469 | | |
|
Net cash provided by financing activities
|
| | | | 2,044,470 | | |
|
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
| | | | (444,021) | | |
|
Net decrease in cash and cash equivalents
|
| | | | (17,205,916) | | |
|
Cash and cash equivalents, beginning
|
| | | | 28,638,055 | | |
|
Cash and cash equivalents, ending
|
| | | $ | 11,432,139 | | |
| Revenue | | | | | | | |
|
U.S. Biomedical Advanced Research and Development Authority (“BARDA”)
|
| | | | 95% | | |
| Accounts Receivable | | | | | | | |
|
BARDA
|
| | | | 74% | | |
|
Asset Category
|
| |
Estimated Useful Life
|
|
|
Office furniture and equipment
|
| |
3 years
|
|
|
Laboratory equipment
|
| |
4 years
|
|
|
Leasehold improvements
|
| |
Lesser of lease term or estimated useful lives
|
|
| Numerator: | | | | | | | |
|
Net loss
|
| | | $ | (22,697,899) | | |
|
Net loss attributable to noncontrolling interest
|
| | | | (1,968,307) | | |
|
Net loss attributable to Vaccitech shareholders
|
| | | $ | (20,729,592) | | |
| Denominator: | | | | | | | |
|
Weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 23,469 | | |
|
Net loss per share attributable to ordinary shareholders, basic and diluted
|
| | | $ | (883.27) | | |
|
Series A Shares
|
| | | | 22,065 | | |
|
Stock options
|
| | | | 3,601 | | |
| Numerator: | | | | | | | |
|
Net loss
|
| | | $ | (22,697,899) | | |
|
Net loss attributable to noncontrolling interest
|
| | | | (1,968,307) | | |
|
Net loss attributable to Vaccitech shareholders
|
| | | | (20,729,592) | | |
| Denominator: | | | | | | | |
|
Weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 23,469 | | |
|
Adjustment for assumed effect of conversion of Series A Shares
|
| | | | 22,065 | | |
|
Pro forma weighted-average ordinary shares outstanding, basic and diluted
|
| | | | 45,534 | | |
|
Pro forma net loss per share, basic and diluted
|
| | | $ | (455.25) | | |
|
Office furniture and equipment
|
| | | $ | 143,604 | | |
|
Laboratory equipment
|
| | | | 624,589 | | |
|
Property and equipment, at cost
|
| | | | 768,193 | | |
|
Less: accumulated depreciation and amortization
|
| | | | (247,890) | | |
|
Property and equipment, net
|
| | | $ | 520,303 | | |
|
Accrued manufacturing and clinical expenses
|
| | | $ | 734,893 | | |
|
Accrued board of director compensation
|
| | | | 160,096 | | |
|
Accrued bonus
|
| | | | 213,794 | | |
|
Accrued payroll and employee benefits
|
| | | | 235,869 | | |
|
Accrued consulting
|
| | | | 34,316 | | |
|
Accrued other
|
| | | | 42,466 | | |
|
Total
|
| | | $ | 1,421,434 | | |
|
Conversion of Series A Shares
|
| | | | 22,065 | | |
|
Exercise of stock options
|
| | | | 3,601 | | |
|
Shares available for future stock incentive plan awards
|
| | | | 2,533 | | |
|
Total
|
| | | | 28,199 | | |
|
|
Expected volatility
|
| | | | 102.68% | | |
|
Expected term (years)
|
| | | | 6.25 | | |
|
Risk-free interest rate
|
| | | | 2.43% | | |
|
Expected dividend yield
|
| | | | 0.00% | | |
| | |
Number of
Stock Options |
| |
Weighted-
average Exercise Price |
| |
Weighted-
average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding, February 1, 2019
|
| | | | 3,208 | | | | | $ | 0.08 | | | | | | 9.06 | | | | | $ | 3,278,826 | | |
Granted
|
| | | | 855 | | | | | | 0.13 | | | | | | | | | | | | | | |
Exercised
|
| | | | (82) | | | | | | 0.01 | | | | | | | | | | | | | | |
Forfeited/expired
|
| | | | (380) | | | | | | 0.13 | | | | | | | | | | | | | | |
Outstanding, December 31, 2019
|
| | | | 3,601 | | | | | $ | 0.09 | | | | | | 8.35 | | | | | $ | 5,867,947 | | |
Exercisable, December 31, 2019
|
| | | | 640 | | | | | $ | 0.12 | | | | | | 8.24 | | | | | $ | 1,042,882 | | |
Vested and expected to vest, December 31, 2019
|
| | | | 2,961 | | | | | $ | 0.08 | | | | | | 8.59 | | | | | $ | 4,825,065 | | |
|
Research and development
|
| | | $ | 394,003 | | |
|
General and administrative
|
| | | | 436,599 | | |
|
Total
|
| | | $ | 830,602 | | |
|
Statutory tax rate
|
| | | | 19.00% | | |
| Increase (decreases) resulting from: | | | | | | | |
|
Permanent differences
|
| | | | (2.07) | | |
|
Provision to return adjustments
|
| | | | 1.27 | | |
|
Research and development credits
|
| | | | (4.96) | | |
|
Foreign rate differential
|
| | | | 3.15 | | |
|
Change in valuation allowance
|
| | | | (20.08) | | |
|
Other
|
| | | | 5.35 | | |
|
Other – minority interest
|
| | | | (1.67) | | |
|
Effective tax rate
|
| | | | 0.00% | | |
| Deferred tax assets: | | | | | | | |
|
Net operating loss carryforwards
|
| | | $ | 2,759,099 | | |
|
Research and development credit carryforwards
|
| | | | 3,215,002 | | |
|
Deferred revenue
|
| | | | 51,283 | | |
|
Share based compensation
|
| | | | 308,647 | | |
|
Lease liability
|
| | | | 337,777 | | |
|
Other
|
| | | | 57,633 | | |
|
Gross deferred tax asset
|
| | | | 6,729,441 | | |
|
Valuation allowance
|
| | | | (6,240,951) | | |
|
Net deferred tax assets
|
| | | | 488,490 | | |
| Deferred tax liabilities: | | | | | | | |
|
Depreciation
|
| | | | (56,487) | | |
|
Right-of-use lease asset
|
| | | | (432,003) | | |
|
Net deferred tax liabilities
|
| | | | (488,490) | | |
|
Total net deferred tax
|
| | | $ | — | | |
|
Right-of-use asset
|
| | | $ | 2,273,701 | | |
|
Lease liability, current
|
| | | | 171,979 | | |
|
Lease liability, noncurrent
|
| | | | 1,605,794 | | |
| Maturity of lease liabilities: | | | | | | | |
|
2020
|
| | | $ | 309,194 | | |
|
2021
|
| | | | 309,194 | | |
|
2022
|
| | | | 309,194 | | |
|
2023
|
| | | | 309,194 | | |
|
2024
|
| | | | 309,194 | | |
|
Thereafter
|
| | | | 876,080 | | |
|
Total minimum lease payments
|
| | | | 2,422,050 | | |
|
Less: imputed interest
|
| | | | (644,277) | | |
|
Total lease liability
|
| | | $ | 1,777,773 | | |
Exhibits
number |
| |
Description of exhibit
|
|
1.1* | | | Form of Underwriting Agreement. | |
3.1* | | | Articles of Association of Vaccitech Limited, as currently in effect. | |
3.2* | | | Form of Articles of Association of the registrant (to be effective upon the consummation of this offering). | |
4.1* | | | Form of Deposit Agreement. | |
4.2* | | | Form of American Depositary Receipt (included in Exhibit 4.1). | |
5.1* | | | Opinion of Goodwin Procter (UK) LLP, counsel to the registrant. | |
10.1*# | | | EMI Option Scheme and form of award agreement thereunder. | |
10.2*# | | | 2021 Stock Option and Incentive Plan and forms of award agreements thereunder (to be adopted prior to the effectiveness of this registration statement). | |
10.3*† | | | License of Technology by and between the Registrant and Oxford University Innovation Limited, dated as of March 4, 2016, as amended on January 14, 2019 and as further amended April 29, 2020. | |
10.4*† | | | License Agreement by and between the Registrant and Oxford University Innovation Limited, dated as of September 8, 2017. | |
10.5*† | | | Master Collaboration Agreement by and between the Registrant and CanSino Biologics, Inc., dated as of September 4, 2018. | |
10.6*† | | | License Agreement by and among the Registrant, The Chancellor, Masters and Scholars of the University of Oxford and Oxford University Innovation Limited, dated as of September 27, 2018. | |
10.7*† | | | License Agreement by and between the Registrant and Vaccitech Oncology Limited, dated as of November 14, 2018. | |
10.8*† | | | Clinical Trial and Option Agreement by and among Vaccitech Oncology Limited, Cancer Research Technology Limited, and Cancer Research UK, dated as of December 16, 2019. | |
10.9*# | | | Form of Deed of Indemnity between the registrant and each of its directors and officers. | |
10.10*# | | | Employment Agreement between the Registrant and William Enright, to be in effect upon the closing of this offering. | |
10.11*# | | | Employment Agreement between the Registrant and Georgy Egorov to be in effect upon the closing of this offering. | |
Exhibits
number |
| |
Description of exhibit
|
|
10.12*# | | | Employment Agreement between the Registrant and Thomas G. Evans, MD, to be in effect upon the closing of this offering. | |
10.13*# | | | Employment Agreement between the Registrant and Margaret Marshall, MD, to be in effect upon the closing of this offering. | |
10.14*# | | | Employment Agreement between the Registrant and Chris Ellis, to be in effect upon the closing of this offering. | |
10.15*# | | | Employment Agreement between the Registrant and Graham Griffiths, to be in effect upon the closing of this offering. | |
10.16* | | | Lease Agreement by and between the Registrant and Oxford Sciences Innovation plc, dated March 27, 2019. | |
21.1* | | | Subsidiaries of the Registrant. | |
23.1* | | | Consent of BDO LLP, independent registered public accounting firm. | |
23.2* | | | Consent of Goodwin Procter (UK) LLP, counsel to the registrant (included in Exhibit 5.1). | |
24.1* | | | Power of Attorney (included on signature page to this registration statement). | |
|
NAME
|
| |
TITLE
|
|
|
William Enright
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
Georgy Egorov
|
| |
Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
|
|
Robin Wright
|
| |
Chairman and Director
|
|
|
Thomas G. Evans
|
| |
Director
|
|
|
Alex Hammacher
|
| |
Director
|
|
|
Pierre A. Morgon
|
| |
Director
|
|
|
By:
Name: William Enright
Title: Chief Executive Officer |
| | Authorized Representative in the United States | |