0001104659-21-080842 | 10-Q | XBRL Viewer

Three months ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Jun. 14, 2021
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Vaccitech plc
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,328,231
Entity Central Index Key	0001828185
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.000025 per share
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares
Trading Symbol	VACC
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 155,935	$ 43,266
Accounts receivable	312	518
Research and development incentives receivable	3,691	2,708
Prepaid expenses and other current assets	3,427	1,409
Total current assets	163,365	47,901
Property and equipment, net	1,003	629
Right of use assets, net	2,098	2,136
Deferred tax assets	25
Total assets	166,491	50,666
Current liabilities:
Accounts payable	4,833	4,667
Accrued expenses and other current liabilities	3,273	2,537
Deferred revenue	346	245
Current portion of lease liability	198	192
Total current liabilities	8,650	7,641
Convertible loan notes - non current		44,700
Lease liability - non current	1,435	1,472
Total liabilities	10,085	53,813
Commitments and contingencies (Note 11)
Shareholders' deficit:
Additional paid-in capital	22,457	21,660
Accumulated deficit	(72,988)	(57,720)
Accumulated other comprehensive loss - foreign currency translation adjustments	(2,663)	(1,243)
Noncontrolling interest	277	391
Total shareholders' deficit	(52,831)	(36,912)
Total liabilities, redeemable convertible preferred shares and shareholders' deficit	166,491	50,666
Series A redeemable convertible preferred shares
Current liabilities:
Redeemable convertible preferred shares	33,736	$ 33,765
Series B redeemable convertible preferred shares
Current liabilities:
Redeemable convertible preferred shares	175,501
Deferred A shares
Shareholders' deficit:
Deferred shares	$ 86

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Mar. 31, 2021	Dec. 31, 2020
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, shares authorized	8,224,344	7,960,458
Ordinary shares, shares issued	8,224,344	7,960,458
Ordinary shares, shares outstanding	8,224,344	7,960,458
Series A redeemable convertible preferred shares
Redeemable convertible preferred shares, nominal value	£ 0.10	£ 0.10
Redeemable convertible preferred shares, shares issued	22,065	22,065
Redeemable convertible preferred shares, shares outstanding	22,065	22,065
Series B redeemable convertible preferred shares
Redeemable convertible preferred shares, nominal value	£ 0.10	£ 0.10
Redeemable convertible preferred shares, shares issued	41,378	0
Redeemable convertible preferred shares, shares outstanding	41,378	0
Deferred A shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, shares authorized	63,443	63,443
Deferred shares, shares issued	63,443	0
Deferred shares, shares outstanding	63,443	0
Deferred C shares
Deferred shares, nominal value	£ 7	£ 7
Deferred shares, shares authorized	8,224,344	7,960,458
Deferred shares, shares issued	8,224,344	7,960,458
Deferred shares, shares outstanding	8,224,344	7,960,458

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total revenue	$ 215	$ 705
Operating expenses
Research and development	4,610	4,242
General and administrative	1,777	1,112
Total operating expenses	6,387	5,354
Loss from operations	(6,172)	(4,649)
Other income (expense):
Change in fair value of derivatives	5,994
Unrealized exchange gain on convertible loan notes	209
Loss on extinguishment of convertible loan notes	(13,789)
Interest income	2
Interest expense	(2,650)
Research and development incentives	955	698
Total other (expense) income	(9,279)	698
Tax benefit	65
Net loss	(15,386)	(3,951)
Net loss attributable to noncontrolling interest	118	130
Net loss attributable to Vaccitech Plc. shareholders	$ (15,268)	$ (3,821)
Weighted-average ordinary shares outstanding, basic and diluted	8,057,216	7,816,681
Net loss per share attributable to ordinary shareholders, basic and diluted	$ (1.90)	$ (0.49)
Net loss	$ (15,386)	$ (3,951)
Other comprehensive loss - foreign currency translation adjustments	(1,416)	(683)
Comprehensive loss	(16,802)	(4,634)
Comprehensive loss attributable to noncontrolling interest	114	148
Comprehensive loss attributable to Vaccitech Plc. shareholders	(16,688)	(4,486)
License revenue
Total revenue	16	3
Service revenue
Total revenue	21	219
Research grants and contracts
Total revenue	$ 178	$ 483

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands	Series A redeemable convertible preferred shares As previously reported	Series A redeemable convertible preferred shares	Series B redeemable convertible preferred shares As previously reported	Series B redeemable convertible preferred shares	Ordinary Shares As previously reported	Ordinary Shares	Deferred Shares As previously reported	Deferred Shares	Additional Paid-in-capital As previously reported	Additional Paid-in-capital Restatement	Additional Paid-in-capital	Accumulated Deficit As previously reported	Accumulated Deficit Restatement	Accumulated Deficit	Accumulated Other Comprehensive Loss As previously reported	Accumulated Other Comprehensive Loss	Noncontrolling Interest As previously reported	Noncontrolling Interest	As previously reported	Total
Balance at the beginning at Dec. 31, 2019	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2019	22,065	22,065	0
Balance at the end at Mar. 31, 2020		$ 33,765		$ 0
Balance at the end (in shares) at Mar. 31, 2020		22,065		0
Balance at the beginning (Share based compensation correction) at Dec. 31, 2019										$ 2,129			$ (2,129)
Balance at the beginning at Dec. 31, 2019					$ 0		$ 0		$ 15,906		$ 18,035	$ (37,885)		$ (40,014)	$ (467)	$ (467)	$ 367	$ 367	$ (22,079)	$ (22,079)
Balance at the beginning (in shares) at Dec. 31, 2019					7,276,332	7,276,332	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation											856									856
Issue of ordinary shares (in shares)						479,568
Exercise of stock options (in shares)						148,938
Foreign currency translation adjustments																(666)		(17)		(683)
Net loss														(3,821)				(130)		(3,951)
Balance at the end at Mar. 31, 2020						$ 0		$ 0			18,891			(43,835)		(1,133)		220		(25,857)
Balance at the end (in shares) at Mar. 31, 2020						7,904,838		0
Balance at the beginning at Dec. 31, 2020	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2020	22,065	22,065	0	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issue of shares				$ 121,837
Stock issued				28,957
Series B Shares issued on conversion of convertible notes				$ 53,721
Series B Shares issued on conversion of convertible notes (in shares)				12,421
Issue of Deferred A shares		$ (29)		$ (57)
Balance at the end at Mar. 31, 2021		$ 33,736		$ 175,501
Balance at the end (in shares) at Mar. 31, 2021		22,065		41,378
Balance at the beginning (Share based compensation correction) at Dec. 31, 2020										$ 2,129			$ (2,129)
Balance at the beginning at Dec. 31, 2020					$ 0		$ 0		$ 19,531		21,660	$ (55,591)		(57,720)	$ (1,243)	(1,243)	$ 391	391	$ (36,912)	(36,912)
Balance at the beginning (in shares) at Dec. 31, 2020					7,960,458	7,960,458	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation											797									797
Issue of Deferred A shares								$ 86												86
Issue of Deferred A shares (in shares)								63,443
Issue of ordinary shares (in shares)						263,886
Foreign currency translation adjustments																(1,420)		4		(1,416)
Net loss														(15,268)				(118)		(15,386)
Balance at the end at Mar. 31, 2021						$ 0		$ 86			$ 22,457			$ (72,988)		$ (2,663)		$ 277		$ (52,831)
Balance at the end (in shares) at Mar. 31, 2021						8,224,344		63,443

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (15,386)	$ (3,951)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation	797	856
Depreciation and amortization	92	49
Lease liability	11	10
Fair valuation gain on embedded derivatives	(5,994)
Unrealized foreign exchange gain on convertible loan notes	(209)
Non-cash interest expense on convertible loan notes	813
Deferred tax benefit	(25)
Loss on conversion of convertible loan notes	13,789
Changes in operating assets and liabilities:
Accounts receivable	208	524
Prepaid expenses and other current assets	(393)	(153)
Research and development incentives receivable	(955)	(680)
Accounts payable	(707)	(1,154)
Accrued expenses and other current liabilities	(108)	343
Deferred revenue	98	(165)
Net cash used in operating activities	(7,969)	(4,321)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(392)	(22)
Net cash used in investing activities	(392)	(22)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of shares and exercise of stock options	0	0
Initial public offering costs	(22)
Transaction costs for Series B shares	(3,402)
Proceeds from issue of Series B shares	125,239
Net cash provided by financing activities	121,815
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(785)	(655)
Net increase (decrease) in cash and cash equivalents	112,669	(4,998)
Cash and cash equivalents, beginning of the period	43,266	11,432
Cash and cash equivalents, end of the period	155,935	$ 6,435
Supplemental cash flow disclosures:
Cash paid for interest	1,844
Non-Cash investing activities
Capital expenditures included in accounts payable	67
Deferred A shares
Non-Cash financing activities
Issue of shares	86
Series B redeemable convertible preferred shares
Non-Cash financing activities
Issue of shares	$ 53,721

Nature of Business and Basis of Presentation	3 Months Ended
Nature of Business and Basis of Presentation	Mar. 31, 2021
Nature of Business and Basis of Presentation
Nature of Business and Basis of Presentation	1. Nature of Business and Basis of Presentation Vaccitech plc (Vaccitech) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021. Vaccitech is engaged in the discovery and development of novel immunotherapeutics and vaccines for the treatment and prevention of infectious disease and cancer. Vaccitech is headquartered in Oxford, United Kingdom. Vaccitech and its five direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Vaccitech USA Inc. and Vaccitech Italia S.R.L, are collectively referred to as the “Company”. In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, Vaccitech completed a corporate reorganization wherein the shareholders of Vaccitech (UK) Limited (formerly Vaccitech Limited) exchanged each of their ordinary shares, Series A Shares and Series B Shares of the Company for the same quantity of ordinary shares, series A shares (“Vaccitech plc Series A Shares”) and series B shares (“Vaccitech plc Series B Shares”) in Vaccitech plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Vaccitech plc (formerly Vaccitech Rx Limited) as they had in Vaccitech (UK) Limited (formerly Vaccitech Limited). The group reorganization under common control constitutes a change in reporting entity and has been given retrospective effect reflecting the net assets of Vaccitech (UK) Limited (formerly Vaccitech Limited) and its subsidiaries and Vaccitech plc at their historical carrying amounts. As a result of the reorganization, these interim condensed consolidated financial statements have been presented for all periods as if Vaccitec plc was the holding company of the Group. The Company operates in an environment of rapid technological change and substantial competition from pharmaceutical and biotechnology companies. The Company is subject to risks common to companies in the biopharmaceutical industry in similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its vaccine product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales. If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability. Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020. On May 4, 2021, the Company effected a 309-for-1 stock split of ordinary shares. Each resultant ordinary share from the stock split was redesignated as one ordinary share and one deferred C share. Accordingly, all ordinary share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split. The condensed consolidated balance sheet and statement of changes in redeemable convertible preferred shares and shareholders’ deficit include the correction of an error related to the Company’s consolidated financial statements for the period ended December 31, 2019. The error related to the omission of share-based compensation expense totaling $2,129 thousand in the period ended December 31, 2019. The correction of this error has been recorded as an adjustment to previously reported additional paid-in-capital and accumulated deficit as of January 1, 2020 and consequently as of December 31, 2020. There is no impact on net loss or cash flows, and no material impact on financial position for the periods presented. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Unaudited Condensed Financial Information The accompanying Condensed Consolidated Balance Sheet as of March 31, 2021, the Condensed Consolidated Statements of Income for the three months ended March 31, 2021 and 2020 and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements. In our opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of March 31, 2021, our results of operations for the three months ended March 31, 2021 and 2020, and our cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, any other interim periods.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements as of and for the year ended December 31, 2020 except as discussed below related to newly adopted accounting pronouncements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of costs and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. We have experienced and expect to continue to experience disruptions as a result of the COVID-19 pandemic that could severely impact the Company’s clinical and pre-clinical development timelines for the Company’s clinical and pre-clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company adopted ASU No. 2018‑15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”) on January 1, 2021. The new standard did not have an impact on the Company’s financial position and results of operations.

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Net Loss Per Share

Net Loss Per Share

3. Net Loss Per Share

Because the Company has reported a net loss attributable to ordinary shareholders for the period presented, basic and diluted net loss per share attributable to ordinary shareholders are the same for the period presented. All Series A & Series B shares and stock options have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact.

The following table sets forth the computation of basic and diluted net loss per share for the 3 months ended March 31, 2021 and 2020 (in thousands, except number of shares):


	Three months ended March 31,
	2021		2020
Numerator:
Net loss	$	(15,386)	$	(3,951)
Net loss attributable to noncontrolling interest		118		130
Net loss attributable to Vaccitech shareholders	$	(15,268)	$	(3,821)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted		8,057,216		7,816,681
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(1.90)	$	(0.49)

Potential ordinary shares issuable upon conversion or exercise of Series A & Series B Shares and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows:


	Three months ended March 31,
	2021	2020
Series A shares	6,818,085	6,818,085
Series B shares	12,785,802	—
Stock options	1,895,097	1,244,961

Prepaid and other current assets

3 Months Ended

Mar. 31, 2021

Prepaid and other current assets

Prepaid and other current assets

4. Prepaid and other current assets (in thousands)


	March 31, 2021		December 31, 2020
Prepayments and accrued income	$	1,272	$	1,075
Value Added Tax receivable		542		305
Deferred Offering costs		1,611		—
Others		2		29
Total	$	3,427	$	1,409

Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs will be charged to shareholders’ deficit in the period of completion of the Initial Public Offering.

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2021

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Accrued manufacturing and clinical expenses	$	946	$	462
Accrued board of director compensation		34		4
Accrued bonus		277		750
Accrued payroll and employee benefits		363		250
Accrued professional fees		1,385		806
Accrued other		268		265
Total	$	3,273	$	2,537

Series B shares	3 Months Ended
Series B shares	Mar. 31, 2021
Series B shares
Series B shares	6. Series B shares On March 15, 2021, the Company issued 28,957 Series B preferred shares (‘‘Series B Shares’’) amounting to $125,239 thousand and incurred transaction costs of $3,402 thousand. Series B shareholders have full voting rights and powers similar to the rights and powers of Series A and ordinary shareholders. Each Series B Share is convertible into 309 ordinary shares and nine deferred shares at the holders’ option at any time. Each Series B Share is automatically converted into 309 ordinary shares and nine deferred B shares and 309 deferred C shares upon a vote by a simple majority of the Series B shareholders or upon the completion of a qualified public offering at a price per share of at least 1.2 times the Series B Share issuance price (adjusted for stock splits or stock dividends) and aggregate gross proceeds of at least $100,000 thousand. Upon liquidation, dissolution, or winding up of business, Series B Shares have liquidation preference in priority to holders of Series A Shares and ordinary shares. Series B shares are classified as temporary equity in the accompanying balance sheet due to redemption rights granted to the holders, that are outside of the company’s control. Series B Shares are initially recorded at the original issuance price net of issuance costs and discounts. The carrying value is adjusted for dividends expected to be paid upon conversion, redemption or liquidation according to the Series B Share terms. Series B Shares do not have stated redemption date and they are not currently redeemable. If and when the redemption contingency becomes probable of occurring, the carrying amount will be adjusted by either accreting the carrying amount up to the maximum redemption value over the period through the earliest redemption date using the interest method or adjusting the carrying value to the maximum redemption value at the end of each reporting period until redeemed.

Convertible loan notes	3 Months Ended
Convertible loan notes	Mar. 31, 2021
Convertible loan notes.
Convertible loan notes	7. Convertible loan notes The Company recognized interest expense of $2,650 thousand and a change in fair value of $5,994 thousand in relation to the conversion and redemption features embedded in the convertible loan notes in the condensed consolidated statements of operations and comprehensive loss for the period ended March 31, 2021. The Series B funding on March 15, 2021 constituted a qualified equity financing in accordance with the terms of the convertible loan notes. As a result, the convertible loan notes were converted on March 15, 2021 into 12,421 Series B Shares with the conversion price being 0.8 times the Series B Shares issue price. The conversion was accounted for as an extinguishment of the convertible loan notes. As a result, the 12,421 Series B preferred shares issued on conversion was recognized at the settlement-date fair value of the Series B shares ($53,721 thousands) and a loss of $13,789 thousand was recognized in earnings for the difference between (1) the fair value of those shares and (2) the sum of the carrying amounts of the convertible loan notes ($25,557 thousand) and the bifurcated conversion and redemption feature liability ($14,375 thousand).

Deferred A Shares	3 Months Ended
Deferred A Shares	Mar. 31, 2021
Deferred A Shares
Deferred A Shares	8. Deferred A Shares On March 31, 2021, Vaccitech Plc subdivided each of the Series A shares and Series B shares into one share of the same class and one deferred A share with a nominal value of £1.00 per share. The deferred A shares do not have rights to dividends or to participate in profits on a return of assets on liquidation, the deferred A shares shall confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred A shares held by them respectively after (but only after) payment shall have been made to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares and the sum of £1,000 thousand ($1,373 thousand) in respect of each ordinary share held by them respectively. The deferred A shares shall confer on the holders thereof no further right to participate in the assets of the Company.

Fair value

3 Months Ended

Mar. 31, 2021

Fair value

Fair value

9. Fair value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities. As of March 31, 2021, and December 31, 2020, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of December 31, 2020, the Company had an embedded derivative liability of $20,109 thousand related to the conversion features, the cash redemption feature on maturity and the cash redemption feature upon an exit event that settles in noncash consideration embedded in convertible loan notes. The fair value of the embedded derivatives is a Level 3 valuation with the significant unobservable inputs being the probability of exercise of conversion and cash redemption features. Significant judgment is employed in determining the appropriateness of certain of these inputs. The changes in the fair value of the embedded derivatives was as follows (in thousands):


	Three months ended March 31,
	2021		2020
Beginning balance	$	20,109	$	—
Change in fair value recognized in net loss		(5,994)		—
Settlement via conversion		(14,375)		—
Foreign exchange translation		260		—
Ending balance	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Share-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-Based Compensation

Share-Based Compensation

10. Share-Based Compensation

On February 11, 2021, the Company granted 364,620 options to employees and directors with a grant date fair value of $9.14 and a weighted average exercise price of $0.00003 per share. For the three months ended March 31, 2020, the Company granted 302,820 options to employees and directors in January 2020 with a grant date fair value of $4.98 and a weighted average exercise price of $0.000036 per share.

The fair value of each stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:


	Three months ended March 31,
	2021		2020
Expected volatility	125.0	%	110.8	%
Expected term (years)	6.42		6.03
Risk-free interest rate	0.7	%	1.7	%
Expected dividend yield	—	%	—	%

At March 31, 2021 1,895,097 options with a weighted average exercise price of $0.0003 were outstanding of which 648,282 with a weighted average exercise price of $0.0003 were exercisable. At March 31, 2021, there was $5,529 thousand unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.86 years.

During the three months ended March 31, 2021, 263,886 Restricted Stock Units (“RSUs”) were converted into ordinary shares. The RSUs granted on January 9, 2020 contains a nondiscretionary antidilution provision which entitles the grantee to additional RSUs to ensure that the aggregate RSUs granted equal 1.5% of the total fully diluted share capital of the Company. As at March 31, 2021, 264,042 RSUs were outstanding. No compensation cost has been recognized in respect of the outstanding RSUs which vest on the IPO Resolution Date as the initial public offering is not considered probable until it occurs. At March 31, 2021, the unrecognized compensation cost related to these RSUs was $1,477 thousand.

Share based compensation expense is classified in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):


	Three months ended March 31,
	2021		2020
Research and development	$	319	$	183
General and administrative		478		673
Total	$	797	$	856

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

11. Commitments and Contingencies

In-License Agreements

The Company is party to a number of licensing agreements most of which are with related parties. These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including influenza, cancer, HPV, HBV and MERS. The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 to 5% for direct sales of a covered product to 3 to 7% of net payments received for allowable sublicenses of technology developed by the Company. The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company. The Company has not made any material payments under these license agreements during the periods ended March 31, 2021 and March 31, 2020.

Leases

The Company leases an office and laboratory space from a related party in Oxford, England under an operating lease with a contractual term expiring in 2028. The lease does not contain renewal terms. Variable payments include amounts due to the lessor for additional services and cost reimbursements.

The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term. The Company’s right-of-use asset and lease liability are as follows (in thousands):


	March 31,		December 31,
	2021		2020
Right-of-use asset	$	2,098	$	2,136
Lease liability, current		198		192
Lease liability, noncurrent		1,435		1,472

Other information

During the three months ended March 31, 2021, the Company recorded $92 thousand (three months ended March 31, 2020: $85 thousand) in operating lease costs (including short-term lease expense and variable lease costs).

Future annual minimum lease payments under operating leases as of March 31, 2021 were as follows (in thousands):


Remainder of 2021	$	243
2022		324
2023		324
2024		324
2025		324
Thereafter		591
Total minimum lease payments	$	2,130
Less: imputed interest		(497)
Total lease liability	$	1,633

Other contingencies

The Company is a party in various contractual disputes, litigation, and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2021
Related Party Transactions
Related Party Transactions	12. Related Party Transactions During the three months ended March 31, 2021, Company incurred expenses of $40 thousand (three months ended March 31, 2020: $50 thousand) to its shareholder, Oxford Sciences Innovation Plc, mostly related to the lease of a laboratory and office space in Oxford. At March 31, 2021, the Company owed $0 (December 31, 2020: $0) to Oxford Sciences Innovation Plc. During the three months ended March 31, 2021, the Company incurred expenses of $19 thousand (three months ended March 31, 2020: $0 thousand) to its shareholder, the University of Oxford, related to clinical study costs. At March 31, 2021, the Company owed $0 (December 31, 2020: $300 thousand) to University of Oxford. During the three months ended March 31, 2021, the Company incurred expenses of $116 thousand (three months ended March 31, 2020: $ 70 thousand) for services from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. At March 31, 2021, the Company owed $90 thousand (December 31, 2020: $25 thousand) to Oxford University Innovation Limited. During the three months ended March 31, 2021, the Company issued 263,886 shares to in relation to vested RSUs William Enright, Chief Executive officer and director for a price of £0.000025 per share in Vaccitech plc. During the three months ended March 31, 2021, the interest on convertible loans issued to Oxford Sciences Innovation PLC and the University of Oxford, shareholders of the Company was $429 thousand (March 31, 2020: $0). At March 31, 2021 these convertible loan notes including the embedded derivative was $0 (December 31, 2020: $7,356 thousand). On March 15, 2021 Oxford Sciences Innovation PLC subscribed to 3,468 Series B Shares in an amount of $14,999 thousand. The Company also recognized a loss of $2,125 thousand on the conversion of the convertible loan notes into 2,008 Series B Shares. At March 31, 2021 the carrying amount of these Series B Shares was $23,276 thousand (December 31, 2020: $0).

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events

Subsequent Events

13. Subsequent Events

(a)

On April 29, 2021, the Company priced the initial public offering of its 6,500,000 American Depositary Shares (ADSs) each representing one ordinary share, nominal value £0.000025 per share, of Vaccitech plc. at a public offering price of $17.00 per ADS. Net proceeds were $102,765 thousand, after deducting underwriting discounts paid by the Company.

(b)

On May 4, 2021 prior to the closing of the Company’s initial public offering and pursuant to the terms of its articles of association, all of the Series A Shares and Series B Shares were converted into 19,603,887 ordinary shares and 570,987 deferred B shares. On the same date, the Company effected a 309‑for‑1 stock split (the “Stock Split”) of ordinary shares. Each resultant ordinary share from the Stock Split is redesignated as one ordinary share and one deferred C share in order to ensure that the nominal value of ordinary shares at the time of its initial public offering is £0.000025. Accordingly, all ordinary share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Stock Split.

(c)

On May 4, 2021 250,881 additional fully vested RSUs with a grant date fair value of $17.00 per share were granted in accordance with the terms of the original grant to ensure that the aggregate RSUs granted equal 1.5% of the total fully diluted share capital of the Company.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of costs and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. We have experienced and expect to continue to experience disruptions as a result of the COVID-19 pandemic that could severely impact the Company’s clinical and pre-clinical development timelines for the Company’s clinical and pre-clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.
Recently issued accounting pronouncements	Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company adopted ASU No. 2018‑15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”) on January 1, 2021. The new standard did not have an impact on the Company’s financial position and results of operations.

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Net Loss Per Share

Summary of computation of basic and diluted net loss per share

The following table sets forth the computation of basic and diluted net loss per share for the 3 months ended March 31, 2021 and 2020 (in thousands, except number of shares):


	Three months ended March 31,
	2021		2020
Numerator:
Net loss	$	(15,386)	$	(3,951)
Net loss attributable to noncontrolling interest		118		130
Net loss attributable to Vaccitech shareholders	$	(15,268)	$	(3,821)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted		8,057,216		7,816,681
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(1.90)	$	(0.49)

Summary of potential shares that are excluded from the computation of diluted weighted-average shares outstanding


	Three months ended March 31,
	2021	2020
Series A shares	6,818,085	6,818,085
Series B shares	12,785,802	—
Stock options	1,895,097	1,244,961

Prepaid and other current assets (Tables)

3 Months Ended

Mar. 31, 2021

Prepaid and other current assets

Summary of prepaid and other current assets


	March 31, 2021		December 31, 2020
Prepayments and accrued income	$	1,272	$	1,075
Value Added Tax receivable		542		305
Deferred Offering costs		1,611		—
Others		2		29
Total	$	3,427	$	1,409

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Accrued Expenses and Other Current Liabilities

Summary of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Accrued manufacturing and clinical expenses	$	946	$	462
Accrued board of director compensation		34		4
Accrued bonus		277		750
Accrued payroll and employee benefits		363		250
Accrued professional fees		1,385		806
Accrued other		268		265
Total	$	3,273	$	2,537

Fair value (Tables)

3 Months Ended

Mar. 31, 2021

Fair value

Summary of changes in the fair value of the embedded derivatives

Significant judgment is employed in determining the appropriateness of certain of these inputs. The changes in the fair value of the embedded derivatives was as follows (in thousands):


	Three months ended March 31,
	2021		2020
Beginning balance	$	20,109	$	—
Change in fair value recognized in net loss		(5,994)		—
Settlement via conversion		(14,375)		—
Foreign exchange translation		260		—
Ending balance	$	—	$	—

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Share-Based Compensation

Fair value of each stock option issued to employees


	Three months ended March 31,
	2021		2020
Expected volatility	125.0	%	110.8	%
Expected term (years)	6.42		6.03
Risk-free interest rate	0.7	%	1.7	%
Expected dividend yield	—	%	—	%

Schedule of share based compensation expense

Share based compensation expense is classified in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands):


	Three months ended March 31,
	2021		2020
Research and development	$	319	$	183
General and administrative		478		673
Total	$	797	$	856

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies

Schedule of right-of-use asset and a lease liability

The Company’s right-of-use asset and lease liability are as follows (in thousands):


	March 31,		December 31,
	2021		2020
Right-of-use asset	$	2,098	$	2,136
Lease liability, current		198		192
Lease liability, noncurrent		1,435		1,472

Schedule of other information on lease liabilities

Future annual minimum lease payments under operating leases

Future annual minimum lease payments under operating leases as of March 31, 2021 were as follows (in thousands):


Remainder of 2021	$	243
2022		324
2023		324
2024		324
2025		324
Thereafter		591
Total minimum lease payments	$	2,130
Less: imputed interest		(497)
Total lease liability	$	1,633

Nature of Business and Basis of Presentation (Details) $ in Thousands		3 Months Ended		12 Months Ended
	May 04, 2021	Mar. 31, 2021 USD ($) item	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsequent Event [Line Items]
Number of direct and indirect subsidiaries \| item		5
Share based compensation		$ 797	$ 856
Share based compensation correction \| Restatement
Subsequent Event [Line Items]
Share based compensation				$ 2,129
Subsequent Event
Subsequent Event [Line Items]
Stock Split	309

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss	$ (15,386)	$ (3,951)
Net loss attributable to noncontrolling interest	118	130
Net loss attributable to Vaccitech Plc. shareholders	$ (15,268)	$ (3,821)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted	8,057,216	7,816,681
Net loss per share attributable to ordinary shareholders, basic and diluted	$ (1.90)	$ (0.49)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Loss Per Share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Series A redeemable convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding	6,818,085	6,818,085
Series B redeemable convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding	12,785,802
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding	1,895,097	1,244,961

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Prepaid and other current assets
Prepayments and accrued income	$ 1,272	$ 1,075
Value Added Tax receivable	542	305
Deferred Offering costs	1,611
Others	2	29
Total	$ 3,427	$ 1,409

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued manufacturing and clinical expenses	$ 946	$ 462
Accrued board of director compensation	34	4
Accrued bonus	277	750
Accrued payroll and employee benefits	363	250
Accrued professional fees	1,385	806
Accrued other	268	265
Total	$ 3,273	$ 2,537

Series B shares (Details) $ in Thousands		3 Months Ended
Series B shares (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	Mar. 31, 2021 shares
Redeemable Noncontrolling Interest [Line Items]
Offering price per share, threshold multiplier	1.2
Threshold gross proceeds \| $	$ 100,000
Series B redeemable convertible preferred shares
Redeemable Noncontrolling Interest [Line Items]
Stock issued	28,957	28,957
Gross value of shares issued \| $	$ 125,239
Transaction cost \| $	$ 3,402
Deferred B shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion	9
Deferred C shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion	309
Ordinary Shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon conversion	309
Shares issued upon automatic conversion	309
Deferred Shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon conversion	9

Convertible loan notes (Details) $ in Thousands		3 Months Ended
Convertible loan notes (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares
Debt Instrument [Line Items]
Change in fair value of conversion and redemption features embedded in the convertible loan notes		$ 5,994
Loss on extinguishment of convertible loan notes		(13,789)
Convertible loan notes
Debt Instrument [Line Items]
Interest expense recognized		2,650
Change in fair value of conversion and redemption features embedded in the convertible loan notes		$ 5,994
Loss on extinguishment of convertible loan notes	$ 2,125
Series B redeemable convertible preferred shares \| Convertible loan notes
Debt Instrument [Line Items]
Shares issued on conversion \| shares	12,421	12,421
Conversion price, multiplier	0.8
Fair value of shares issued on conversion		$ 53,721
Loss on extinguishment of convertible loan notes		13,789
Carrying amounts of the convertible loan notes		25,557
Conversion and redemption feature liability		$ 14,375

Deferred A Shares (Details) £ / shares in Units, £ in Thousands, $ in Thousands	Mar. 31, 2021 GBP (£) £ / shares shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 £ / shares
Series A and Series B Redeemable Convertible Preferred Stock [Member]
Shares issued on subdivision	1	1
Deferred A shares
Shares issued on subdivision	1	1
Nominal value per share \| £ / shares	£ 1		£ 1
Ordinary shares, liquidation preference	£ 1,000	$ 1,373

Fair value (Details) - Embedded derivatives $ in Thousands	3 Months Ended
Fair value (Details) - Embedded derivatives $ in Thousands	Mar. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 20,109
Change in fair value recognized in net loss	(5,994)
Settlement via conversion	(14,375)
Foreign exchange translation	260
Ending balance	$ 0

Share-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Feb. 11, 2021	Jan. 09, 2020	Mar. 31, 2021
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	364,620		302,820
Grant date fair value	$ 9.14		$ 4.98
Weighted average exercise price of options granted	$ 0.00003		$ 0.000036
Options outstanding			1,895,097
Options Exercisable			648,282
Weighted average exercise price of options outstanding			$ 0.0003
Weighted average exercise price of options exercisable			$ 0.0003
Unrecognized compensation cost related to options			$ 5,529
Compensation cost not yet recognized weighted average period			2 years 10 months 10 days
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to options			$ 0
Number of units converted to ordinary shares			263,886
Percentage of fully diluted share capital		1.50%
RSU's outstanding			264,042
Unrecognized compensation cost related to RSUs			$ 1,477

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	125.00%	110.80%
Expected term (years)	6 years 5 months 1 day	6 years 11 days
Risk-free interest rate	0.70%	1.70%

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 797	$ 856
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	319	183
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 478	$ 673

Commitments and Contingencies - Effective data of the lease term (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Leases
Right-of-use asset	$ 2,098	$ 2,136
Lease liability, current	198	192
Lease liability, noncurrent	$ 1,435	$ 1,472
Maximum \| In-License Agreements
Other Commitments [Line Items]
Percentage of future royalties for direct sales of a covered product	5.00%
Net payments received for allowable sublicenses of technology developed	7.00%
Minimum \| In-License Agreements
Other Commitments [Line Items]
Percentage of future royalties for direct sales of a covered product	1.00%
Net payments received for allowable sublicenses of technology developed	3.00%

Commitments and Contingencies - Measurement of lease liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases
Cash paid for amounts included in the measurement of lease liabilities	$ 81	$ 75
Operating lease costs	$ 92	$ 85

Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Future annual minimum lease payments under operating leases
Remainder of 2021	$ 243
2022	324
2023	324
2024	324
2025	324
Thereafter	591
Total minimum lease payments	2,130
Less: imputed interest	(497)
Total lease liability	$ 1,633

Related Party Transactions (Details) $ in Thousands		3 Months Ended
Related Party Transactions (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 USD ($)	Mar. 31, 2021 € / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Loss on conversion of convertible notes		$ (13,789)
Convertible loan notes
Related Party Transaction [Line Items]
Interest on convertible loans		$ 2,650
Embedded Derivative					$ 0	$ 7,356
Loss on conversion of convertible notes	$ 2,125
Series B redeemable convertible preferred shares
Related Party Transaction [Line Items]
Series B Shares issued (shares) \| shares	28,957	28,957
Series B Shares issued		$ 121,837
Carrying amount of these Series B shares					23,276	0
Series B redeemable convertible preferred shares \| Convertible loan notes
Related Party Transaction [Line Items]
Series B Shares issued (shares) \| shares	2,008
Loss on conversion of convertible notes		$ 13,789
Chief Executive Officer
Related Party Transaction [Line Items]
Share price \| € / shares				€ 0.000025
Chief Executive Officer \| RSU
Related Party Transaction [Line Items]
Shares issued \| shares		263,886
Shareholder of Oxford Sciences Innovation Plc
Related Party Transaction [Line Items]
Due to related party					0	0
Shareholder of Oxford Sciences Innovation Plc \| Series B redeemable convertible preferred shares
Related Party Transaction [Line Items]
Series B Shares issued (shares) \| shares	3,468
Series B Shares issued	$ 14,999
Shareholder, the University of Oxford
Related Party Transaction [Line Items]
Due to related party					0	300
Oxford University Innovation Limited
Related Party Transaction [Line Items]
Due to related party					$ 90	$ 25
Oxford University Innovation Limited \| Convertible loan notes
Related Party Transaction [Line Items]
Interest on convertible loans		$ 429	$ 0
Lease of a laboratory and office space in Oxford \| Shareholder of Oxford Sciences Innovation Plc
Related Party Transaction [Line Items]
Related party expenses		40	50
Clinical study costs \| Shareholder, the University of Oxford
Related Party Transaction [Line Items]
Related party expenses		19	0
Services From Oxford University Innovation Limited \| Oxford University Innovation Limited
Related Party Transaction [Line Items]
Related party expenses		$ 116	$ 70

Subsequent Events (Details) $ / shares in Units, $ in Thousands	May 04, 2021 $ / shares shares	Apr. 29, 2021 USD ($) $ / shares shares	Apr. 29, 2021 £ / shares shares	Mar. 31, 2021 £ / shares shares	Dec. 31, 2020 £ / shares shares
Subsequent Event [Line Items]
Ordinary shares, nominal value \| £ / shares				£ 0.000025	£ 0.000025
Subsequent Event
Subsequent Event [Line Items]
Shares issued		6,500,000
Number of ordinary share		1	1
Ordinary shares, nominal value \| £ / shares			£ 0.000025
Net proceeds \| $		$ 102,765
Shares issued on conversion	19,603,887
Deferred shares, shares issued	570,987
Stock Split	309
RSU's vested	250,881
Grant date fair value (in dollars per share) \| $ / shares	$ 17.00
Percentage of fully diluted share capital	1.50%
Deferred A shares
Subsequent Event [Line Items]
Deferred shares, shares issued				63,443	0
ADR \| Subsequent Event
Subsequent Event [Line Items]
Public offering price \| $ / shares		$ 17.00