0001104659-21-104136 | 10-Q | XBRL Viewer

Six months ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40367
Entity Registrant Name	Vaccitech plc
Entity Incorporation, State or Country Code	X0
Entity Address, Country	GB
Entity Address, Address Line One	The Schrodinger Building
Entity Address, Adress Line Two	The Oxford Science Park
Entity Address, City or Town	Oxford
Entity Address, Postal Zip Code	OX4 4GE
City Area Code	+44 (0)
Local Phone Number	1865 818 808
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	Q2
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	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 243,619	$ 43,266
Accounts receivable	37	518
Research and development incentives receivable	4,558	2,708
Prepaid expenses and other current assets	8,514	1,409
Total current assets	256,728	47,901
Property and equipment, net	1,038	629
Right of use assets, net	2,040	2,136
Deferred tax assets	32
Total assets	259,838	50,666
Current liabilities:
Accounts payable	4,683	4,667
Accrued expenses and other current liabilities	3,441	2,537
Deferred revenue	217	245
Current portion of lease liability	202	192
Total current liabilities	8,543	7,641
Convertible loan notes - non current		44,700
Lease liability - non current	1,384	1,472
Total liabilities	9,927	53,813
Commitments and contingencies (Note 11)
Shareholders' deficit:
Ordinary shares, 0.000025 nominal value; 34,328,231 shares authorized, issued and outstanding (December 31, 2020: authorized, issued and outstanding: 7,960,458)	1	0
Additional paid-in capital	340,793	21,660
Accumulated deficit	(88,915)	(57,720)
Accumulated other comprehensive loss - foreign currency translation adjustments	(2,580)	(1,243)
Noncontrolling interest	518	391
Total shareholders' funds/(deficit)	249,911	(36,912)
Total liabilities, redeemable convertible preferred shares and shareholders' deficit	259,838	50,666
Series A redeemable convertible preferred shares
Current liabilities:
Redeemable convertible preferred shares		33,765
Deferred A shares
Shareholders' deficit:
Deferred shares	86
Deferred B shares
Shareholders' deficit:
Deferred shares	8
Deferred C shares
Shareholders' deficit:
Deferred shares	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Jun. 30, 2021	Dec. 31, 2020
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, shares authorized	34,328,231	7,960,458
Ordinary shares, shares issued	34,328,231	7,960,458
Ordinary shares, shares outstanding	34,328,231	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	0	22,065
Redeemable convertible preferred shares, shares outstanding	0	22,065
Series B redeemable convertible preferred shares
Redeemable convertible preferred shares, nominal value	£ 0.10	£ 0.10
Redeemable convertible preferred shares, shares issued	0	0
Redeemable convertible preferred shares, shares outstanding	0	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 B shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, shares authorized	570,987	570,987
Deferred shares, shares issued	570,987	0
Deferred shares, shares outstanding	570,987	0
Deferred C shares
Deferred shares, nominal value	£ 0.00007	£ 0.00007
Deferred shares, shares authorized	27,828,231	7,960,458
Deferred shares, shares issued	27,828,231	7,960,458
Deferred shares, shares outstanding	27,828,231	7,960,458

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Total revenue	$ 35	$ 511	$ 250	$ 1,216
Operating expenses
Research and development	4,509	3,877	9,119	8,119
General and administrative	12,371	970	14,148	2,082
Total operating expenses	16,880	4,847	23,267	10,201
Loss from operations	(16,845)	(4,336)	(23,017)	(8,985)
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	875	679	1,830	1,377
Others	(3)		(3)
Total other (expense) income	872	679	(8,407)	1,377
Tax benefit	(12)		53
Net loss	(15,985)	(3,657)	(31,371)	(7,608)
Net loss attributable to noncontrolling interest	58	69	176	199
Net loss attributable to Vaccitech Plc. shareholders	$ (15,927)	$ (3,588)	$ (31,195)	$ (7,409)
Weighted-average ordinary shares outstanding, basic and diluted	24,897,665	7,904,838	16,523,961	7,860,760
Net loss per share attributable to ordinary shareholders, basic and diluted	$ (0.64)	$ (0.45)	$ (1.89)	$ (0.94)
Net loss	$ (15,985)	$ (3,657)	$ (31,371)	$ (7,608)
Other comprehensive loss - foreign currency translation adjustments	86	(144)	(1,330)	(827)
Comprehensive loss	(15,899)	(3,801)	(32,701)	(8,435)
Comprehensive loss attributable to noncontrolling interest	55	70	169	218
Comprehensive loss attributable to Vaccitech Plc. shareholders	(15,844)	(3,731)	(32,532)	(8,217)
License revenue
Total revenue	16	39	32	42
Service revenue
Total revenue		97	21	316
Research grants and contracts
Total revenue	$ 19	$ 375	$ 197	$ 858

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (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	Deferred A shares Deferred Shares As previously reported	Deferred A shares Deferred Shares	Deferred B shares Deferred Shares As previously reported	Deferred B shares Deferred Shares	Deferred C shares Deferred Shares As previously reported	Deferred C shares Deferred Shares	Ordinary Shares As previously reported	Ordinary 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		$ 0	$ 0	$ 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					0				7,276,332	7,276,332	7,276,332	7,276,332
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation															856									856
Initial public offering, net of underwriting discounts										$ 0		$ 0												0
Issue of ordinary shares (in shares)										479,568		479,568
Issue of ordinary shares										$ 0		$ 0												0
Exercise of stock options										$ 0		$ 0												0
Exercise of stock options (in shares)										148,938		148,938
Foreign currency translation adjustments																				(665)		(18)		(683)
Net loss																		(3,821)				(130)		(3,951)
Balance at the end at Mar. 31, 2020						$ 0		$ 0		$ 0		$ 0			18,891			(43,835)		(1,132)		219		(25,857)
Balance at the end (in shares) at Mar. 31, 2020						0				7,904,838		7,904,838
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 Jun. 30, 2020		$ 33,765
Balance at the end (in shares) at Jun. 30, 2020		22,065
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		$ 0	$ 0	$ 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					0				7,276,332	7,276,332	7,276,332	7,276,332
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustments																								(827)
Net loss																								(7,608)
Balance at the end at Jun. 30, 2020										$ 0		$ 0			19,306			(47,423)		(1,275)		(149)		(29,243)
Balance at the end (in shares) at Jun. 30, 2020										7,904,838		7,904,838
Balance at the beginning at Mar. 31, 2020		$ 33,765		$ 0
Balance at the beginning (in shares) at Mar. 31, 2020		22,065		0
Balance at the end at Jun. 30, 2020		$ 33,765
Balance at the end (in shares) at Jun. 30, 2020		22,065
Balance at the beginning at Mar. 31, 2020						$ 0		0		$ 0		$ 0			18,891			(43,835)		(1,132)		219		(25,857)
Balance at the beginning (in shares) at Mar. 31, 2020						0				7,904,838		7,904,838
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation															415									415
Foreign currency translation adjustments																				(143)		(1)		(144)
Net loss																		(3,588)				(69)		(3,657)
Balance at the end at Jun. 30, 2020										$ 0		$ 0			19,306			(47,423)		(1,275)		(149)		(29,243)
Balance at the end (in shares) at Jun. 30, 2020										7,904,838		7,904,838
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
Issue of Series B shares, net of issuance costs (in shares)				28,957
Issue of Series B shares, net of issuance costs				$ 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						8,224,344
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		$ 0	$ 0	$ 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					0		0		7,960,458	7,960,458	7,960,458	7,960,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation															797									797
Initial public offering, net of underwriting discounts										$ 0		$ 0												0
Issue of ordinary shares (in shares)										263,886		263,886
Issue of Deferred A shares						$ 86																		86
Issue of Deferred A shares (in shares)						63,443
Issue of ordinary shares										$ 0		$ 0												0
Foreign currency translation adjustments																				(1,420)		4		(1,416)
Net loss																		(15,268)				(118)		(15,386)
Balance at the end at Mar. 31, 2021						$ 86		0		0		$ 0			22,457			(72,988)		(2,663)		277		(52,831)
Balance at the end (in shares) at Mar. 31, 2021						63,443						8,224,344
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
Balance at the end (in shares) at Jun. 30, 2021		0		0
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		$ 0	$ 0	$ 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					0		0		7,960,458	7,960,458	7,960,458	7,960,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustments																								(1,330)
Net loss																								(31,371)
Balance at the end at Jun. 30, 2021						$ 86		$ 8		$ 0		$ 1			340,793			(88,915)		(2,580)		518		249,911
Balance at the end (in shares) at Jun. 30, 2021						63,443		570,987		27,828,231		34,328,231
Balance at the beginning at Mar. 31, 2021		$ 33,736		$ 175,501
Balance at the beginning (in shares) at Mar. 31, 2021		22,065		41,378						8,224,344
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of Series A shares		$ (33,736)
Conversion of Series A shares (in shares)		(22,065)						198,585		6,818,085
Conversion of Series B shares				$ (175,501)
Conversion of Series B shares (in shares)				(41,378)				372,402
Balance at the end (in shares) at Jun. 30, 2021		0		0
Balance at the beginning at Mar. 31, 2021						$ 86		$ 0		$ 0		$ 0			22,457			(72,988)		(2,663)		277		(52,831)
Balance at the beginning (in shares) at Mar. 31, 2021						63,443						8,224,344
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation															8,736									8,736
Initial public offering, net of underwriting discounts												$ 0			102,765									102,765
Issue of ordinary shares (in shares)												6,500,000
Offering Cost															(2,394)									(2,394)
Conversion of Series A shares								3		0		$ 0			33,733									33,736
Conversion of Series A shares (in shares)												6,818,085
Conversion of Series B shares								5		$ 0		$ 0			175,496									175,501
Conversion of Series B shares (in shares)										12,785,802		12,785,802
Issue of share to non-controlling interest																						296		296
Issue of ordinary shares												$ 0			102,765									102,765
Foreign currency translation adjustments																				83		3		86
Net loss																		(15,927)				(58)		(15,985)
Balance at the end at Jun. 30, 2021						$ 86		$ 8		$ 0		$ 1			$ 340,793			$ (88,915)		$ (2,580)		$ 518		$ 249,911
Balance at the end (in shares) at Jun. 30, 2021						63,443		570,987		27,828,231		34,328,231

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (31,371)	$ (7,608)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation	9,533	1,271
Depreciation and amortization	196	97
ROU asset and liability	22	19
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	(32)
Loss on conversion of convertible loan notes	13,789
Changes in operating assets and liabilities:
Accounts receivable	492	441
Prepaid expenses and other current assets	(7,176)	138
Research and development incentives receivable	(1,843)	1,427
Accounts payable	(1,547)	(1,472)
Accrued expenses and other current liabilities	766	525
Deferred revenue	(32)	(109)
Net cash used in operating activities	(22,593)	(5,271)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(594)	(68)
Net cash used in investing activities	(594)	(68)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of shares and exercise of stock options	0	0
Initial public offering costs	(778)
Transaction costs for Series B shares	(3,402)
Proceeds from issue of Series B shares	125,239
Proceeds from issue of shares to noncontrolling interest	296
Proceeds of issuance of ordinary shares, net of underwriters fees	102,765
Net cash provided by financing activities	224,120
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(580)	(817)
Net increase (decrease) in cash and cash equivalents	200,353	(6,156)
Cash and cash equivalents, beginning of the period	43,266	11,432
Cash and cash equivalents, end of the period	243,619	5,276
Supplemental cash flow disclosures:
Cash paid for interest	1,844
Cash paid for income taxes	150
Non-Cash investing activities
Capital expenditures included in accounts payable	10	$ 1,498
Ordinary Shares
Non-Cash financing activities
Issue of shares	0
Deferred A shares
Non-Cash financing activities
Issue of shares	86
Deferred B shares
Non-Cash financing activities
Issue of shares	8
Deferred C shares
Non-Cash financing activities
Issue of shares	0
Series B redeemable convertible preferred shares
Non-Cash financing activities
Issue of shares	$ 53,721

Nature of Business and Basis of Presentation

6 Months Ended

Jun. 30, 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 unaudited condensed consolidated financial statements have been presented for all periods as if Vaccitech 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 unaudited 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 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 unaudited 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’ equity 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 unaudited 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 June 30, 2021, the Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) for the three months and six months ended June 30, 2021 and 2020 and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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 June 30, 2021, our results of operations for the three months and six ended June 30, 2021 and 2020, and our cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or any other interim periods.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 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 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 unaudited 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 unaudited 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 unaudited 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

6 Months Ended

Jun. 30, 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 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 three months and six months ended June 30, 2021 and 2020 (in thousands, except number of shares):


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Numerator:
Net loss	$	(15,985)	$	(3,657)	$	(31,371)	$	(7,608)
Net loss attributable to noncontrolling interest		58		69		176		199
Net loss attributable to Vaccitech shareholders	$	(15,927)	$	(3,588)	$	(31,195)	$	(7,409)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted		24,897,665		7,904,838		16,523,961		7,860,760
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.64)	$	(0.45)	$	(1.89)	$	(0.94)

The weighted-average ordinary shares outstanding includes 514,923 shares issuable on vesting of the restricted stock units with a performance condition linked to the IPO resolution date (see note 11).

Potential ordinary shares issuable for stock options that are excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect are as follows:


	Six months ended June 30,
	2021	2020
Stock options	3,408,663	1,244,961
Series A shares	—	6,818,085

Prepaid and other current assets

6 Months Ended

Jun. 30, 2021

Prepaid and other current assets

Prepaid and other current assets

4. Prepaid and other current assets (in thousands)


	June 30, 2021		December 31, 2020
Prepayments and accrued income	$	7,506	$	1,075
Value Added Tax receivable		926		305
Current tax receivable		76		—
Others		6		29
Total	$	8,514	$	1,409

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 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):


	June 30, 2021		December 31, 2020
Accrued manufacturing and clinical expenses	$	1,400	$	462
Accrued board of director compensation		116		4
Accrued bonus		624		750
Accrued payroll and employee benefits		492		250
Accrued professional fees		763		806
Accrued other		46		265
Total	$	3,441	$	2,537

Ordinary Shares

6 Months Ended

Jun. 30, 2021

Ordinary and Deferred Shares

Ordinary Shares

6. Ordinary Shares

On May 4, 2021, the Company closed its initial public offering (“IPO”) of 6,500,000 ADS representing 6,500,000 ordinary shares having a nominal value of £0.000025 per share, at a public offering price of $17.00 per share, for aggregate net proceeds of $102,765 thousand after deducting underwriting commissions of $7,735 thousand and incurred offering cost of $2,394 thousand.

All ordinary shares rank pari passu as a single class. The following is a summary of the rights and privileges of the holders of ordinary shares as of June 30, 2021:

Liquidation preference: in the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.

Dividends: holders of the ordinary shares are entitled to dividend, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds.

Voting Rights: each holder of ordinary shares is entitled to one vote for each share on all matters to be voted on by ordinary shareholders.

Preemption rights: pursuant to section 561 of the Companies Act 2006, shareholders are granted preemptive rights when new shares are issued for cash. However, it is possible for our Articles, or shareholders at a general meeting representing at least 75% of our ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights. Such a disapplication of preemption rights may be for a maximum period of up to five years from the date of the shareholder special resolution. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years) to remain effective.

On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders. This included the disapplication of preemption rights in relation to the allotment of our ordinary shares in connection with the IPO. This disapplication will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

Series A and Series B shares

6 Months Ended

Jun. 30, 2021

Series A and Series B shares

Series A and Series B shares

7. Series A and 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 cost of $3,402 thousand.

On March 31, 2021, Vaccitech Plc subdivided each of the Series A shares and Series B shares (including the Series B shares issued on conversion of the convertible loan notes) into one share of the same class and one deferred A share with a nominal value of £1.00 per share.

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, 570,987 deferred B shares and 19,603,887 deferred C shares.

Convertible loan notes

6 Months Ended

Jun. 30, 2021

Convertible loan notes.

Convertible loan notes

8. 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 June 30, 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 for the six month period 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 Shares

6 Months Ended

Jun. 30, 2021

Ordinary and Deferred Shares

Deferred Shares

9. Deferred Shares

All deferred shares rank pari passu as a single class. The deferred shares do not have rights to dividends or to participate in profits on a return of assets on liquidation, the deferred shares 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 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 shares shall confer on the holders thereof no further right to participate in the assets of the Company.

Fair value

6 Months Ended

Jun. 30, 2021

Fair value

Fair value

10. Fair value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities. As of June 30, 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):


	Six months ended June 30,
	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

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Share-Based Compensation

11. Share-Based Compensation

On April 8, 2021, the Board of the Company adopted the Vaccitech plc Share Award Plan 2021 (“the Plan”) and the Vaccitech plc Non-Employee Sub-Plan which is a sub-plan of the Plan. Under the terms of the plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights, restricted shares. The aggregate number of shares initially available for issuance under the Plan and the Vaccitech plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”). Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4% of the Company’s issued and outstanding ordinary shares (which 4% limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Board in its discretion (the “Annual Increase”). The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date. Option awards generally vest over one to four years, but vesting conditions can vary at the discretion of the Company’s Board. As of June 30, 2021, 2,162,114 ordinary shares are available for future grants.

On April 30, 2021, the Company granted 1,513,566 options under the Plan to employees and directors with a grant date fair value $11.33 per option and a weighted average exercise price of $17.00 per option.

For the six months ended June 30, 2021, the Company granted 1,878,186 options with a weighted average grant date fair value of $ 10.91 per option and a weighted average exercise price of $13.70 of which 364,620 options were issued under the Enterprise Management Incentive Share Option Scheme which has been discontinued on adoption of the Plan. For the six months ended June 30, 2020, the Company granted 302,820 options to employees and directors under the Enterprise Management Incentive Share Option Scheme with a weighted average grant date fair value of $4.98 and a weighted average exercise price of $0.00036 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:


	Six months ended June 30,
	2021		2020
Expected volatility	110.9	%	110.8	%
Expected term (years)	6.32		6.03
Risk-free interest rate	1.1	%	1.7	%
Expected dividend yield	—	%	—	%

On April 22, 2021, the exercise price of 267,903 options was changed from $0.0004 (£0.0003) to $4.84 (£3.49) in order to enable employees to benefit from tax advantages under the Enterprise Management Incentive Scheme. This modification did not result in an incremental compensation cost and the Company continues to recognize compensation cost on these options equal to the grant date fair value of the original award.

At June 30, 2021 3,408,663 options with a weighted average exercise price of $7.84 were outstanding of which 703,495 with a weighted average exercise price of $0.35 were exercisable. At June 30, 2021, there was $19,825 thousand unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.66 years.

During the three months and six months ended June 30, 2021, 514,923 restricted stock units with a performance condition linked to the IPO resolution date vested on occurrence of the IPO resulting in $5,760 thousand recognized as compensation cost.

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


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Research and development	$	642	$	144	$	961	$	327
General and administrative		8,094		271		8,572		944
Total	$	8,736	$	415	$	9,533	$	1,271

Contract Assets and Liabilities

6 Months Ended

Jun. 30, 2021

Contract Assets and Liabilities

Contract Assets and Liabilities

12.Contract Assets and Liabilities

The Company discloses Accounts receivable separately in the Condensed Consolidated Balance Sheet at the net amount expected to be collected. Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. As of June 30, 2021, the Company did not have any contract assets.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract and are disclosed as deferred revenue separately in the Condensed Consolidated Balance Sheet. The Company’s contract liabilities arise when payment is received upfront for various multi-period extended license and service arrangements.

Changes in the contract liabilities during the period are as follows:


	June 30, 2021
Balance at December 31, 2020	$	245
Revenue recognized related to contract liability balance		(32)
Foreign exchange translation		4
Balance at June 30, 2021	$	217

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies

Commitments and Contingencies

13. 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 June 30, 2021 and June 30, 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):


	June 30,		December 31,
	2021		2020
Right-of-use asset	$	2,040	$	2,136
Lease liability, current		202		192
Lease liability, noncurrent		1,384		1,472

Other information

During the six months ended June 30, 2021, the Company recorded $189 thousand (six months ended June 30, 2020: $168 thousand) in operating lease costs (including short-term lease expense and variable lease costs).

Future annual minimum lease payments under operating leases as of June 30, 2021 were as follows (in thousands):


Remainder of 2021	$	163
2022		324
2023		324
2024		324
2025		324
Thereafter		591
Total minimum lease payments	$	2,050
Less: imputed interest		(464)
Total lease liability	$	1,586

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

6 Months Ended

Jun. 30, 2021

Related Party Transactions

Related Party Transactions

14. Related Party Transactions

During the three months and six months ended June 30, 2021, the Company paid $86 thousand and $126 thousand respectively (three months and six months ended June 30, 2020: $120 thousand and $170 thousand respectively) to its shareholder, Oxford Sciences Innovation Plc, mostly related to the lease of a laboratory and office space in Oxford. At June 30, 2021, the Company owed $0 (December 31, 2020: $0) to Oxford Sciences Innovation Plc.

During the three months and six months ended June 30, 2021, the Company incurred expenses of $0 and $19 thousand respectively (three months and six months ended June 30, 2020: $100 thousand and $100 thousand respectively) to its shareholder, the University of Oxford, related to clinical study costs. At June 30, 2021, the Company owed $0 (December 31, 2020: $300 thousand) to University of Oxford.

During the three months and six months ended June 30, 2021, the Company incurred expenses of $24 and $141 thousand respectively (three months and six months ended June 30, 2020: $64 thousand and $134 thousand respectively) for services from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. At June 30, 2021, the Company owed $21 thousand (December 31, 2020: $25 thousand) to Oxford University Innovation Limited.

During the three months and six months ended June 30, 2021, the Company incurred expenses of $16 thousand and $49 thousand respectively (three months and six months ended June 30, 2020: $0 thousand and $6 thousand respectively) to its shareholder, the Oxford University Hospitals, related to clinical study costs. At June 30, 2021, the Company owed $0 thousand (December 31, 2020: $0 thousand) to Oxford University Hospitals.

During the six months ended June 30, 2021, the Company issued 263,886 shares with a nominal value of £0.000025 per share at a price of £ 0.00032 per share to William Enright, Chief Executive officer and director in relation to vested RSUs. During the six months ended June 30, 2020, the Company issued 479,568 shares with a nominal value of £0.000025 per share at a price of £ 0.00032 per share to William Enright, Chief Executive officer and director.

During the six months ended June 30, 2021, the interest on convertible loans issued to Oxford Sciences Innovation PLC and the University of Oxford, shareholders of the Company was $429 thousand (June 30, 2020: $0). At June 30, 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. 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, the Series B Shares were converted into 1,692,084 ordinary shares.

Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events

Subsequent Events

15. Subsequent Events

On. July 6, 2021 the Company entered into a clinical trial collaboration agreement with Arbutus Biopharma to evaluate an innovative therapeutic combination for the treatment of subjects with chronic hepatitis B virus infection. The Phase 2a clinical trial is expected to begin in the first half of 2022 and will be managed by Arbutus Biopharma. Under the agreement, the parties retain full rights to their respective product candidates and will split all costs associated with the clinical trial. Pursuant to the agreement, the parties intend to undertake a larger Phase 2b clinical trial depending on the results of the initial Phase 2a clinical trial.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with 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 unaudited 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 unaudited 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 unaudited 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)

6 Months Ended

Jun. 30, 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 three months and six months ended June 30, 2021 and 2020 (in thousands, except number of shares):


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Numerator:
Net loss	$	(15,985)	$	(3,657)	$	(31,371)	$	(7,608)
Net loss attributable to noncontrolling interest		58		69		176		199
Net loss attributable to Vaccitech shareholders	$	(15,927)	$	(3,588)	$	(31,195)	$	(7,409)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted		24,897,665		7,904,838		16,523,961		7,860,760
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.64)	$	(0.45)	$	(1.89)	$	(0.94)

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


	Six months ended June 30,
	2021	2020
Stock options	3,408,663	1,244,961
Series A shares	—	6,818,085

Prepaid and other current assets (Tables)

6 Months Ended

Jun. 30, 2021

Prepaid and other current assets

Summary of prepaid and other current assets


	June 30, 2021		December 31, 2020
Prepayments and accrued income	$	7,506	$	1,075
Value Added Tax receivable		926		305
Current tax receivable		76		—
Others		6		29
Total	$	8,514	$	1,409

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 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):


	June 30, 2021		December 31, 2020
Accrued manufacturing and clinical expenses	$	1,400	$	462
Accrued board of director compensation		116		4
Accrued bonus		624		750
Accrued payroll and employee benefits		492		250
Accrued professional fees		763		806
Accrued other		46		265
Total	$	3,441	$	2,537

Fair value (Tables)

6 Months Ended

Jun. 30, 2021

Fair value

Summary of changes in the fair value of the embedded derivatives


	Six months ended June 30,
	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)

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Fair value of each stock option issued to employees


	Six months ended June 30,
	2021		2020
Expected volatility	110.9	%	110.8	%
Expected term (years)	6.32		6.03
Risk-free interest rate	1.1	%	1.7	%
Expected dividend yield	—	%	—	%

Schedule of share based compensation expense

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


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Research and development	$	642	$	144	$	961	$	327
General and administrative		8,094		271		8,572		944
Total	$	8,736	$	415	$	9,533	$	1,271

Contract Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2021

Contract Assets and Liabilities

Schedule of changes in contract liabilities during period


	June 30, 2021
Balance at December 31, 2020	$	245
Revenue recognized related to contract liability balance		(32)
Foreign exchange translation		4
Balance at June 30, 2021	$	217

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies

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


	June 30,		December 31,
	2021		2020
Right-of-use asset	$	2,040	$	2,136
Lease liability, current		202		192
Lease liability, noncurrent		1,384		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 June 30, 2021 were as follows (in thousands):


Remainder of 2021	$	163
2022		324
2023		324
2024		324
2025		324
Thereafter		591
Total minimum lease payments	$	2,050
Less: imputed interest		(464)
Total lease liability	$	1,586

Nature of Business and Basis of Presentation (Details) $ in Thousands		6 Months Ended		12 Months Ended
	May 04, 2021	Jun. 30, 2021 USD ($) item	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsequent Event [Line Items]
Number of direct and indirect subsidiaries \| item		5
Stock Split	309
Share based compensation		$ 9,533	$ 1,271
Share based compensation correction \| Restatement
Subsequent Event [Line Items]
Share based compensation				$ 2,129

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net loss	$ (15,985)	$ (15,386)	$ (3,657)	$ (3,951)	$ (31,371)	$ (7,608)
Net loss attributable to noncontrolling interest	58		69		176	199
Net loss attributable to Vaccitech Plc. shareholders	$ (15,927)		$ (3,588)		$ (31,195)	$ (7,409)
Denominator:
Weighted-average ordinary shares outstanding, basic and diluted	24,897,665		7,904,838		16,523,961	7,860,760
Net loss per share attributable to ordinary shareholders, basic and diluted	$ (0.64)		$ (0.45)		$ (1.89)	$ (0.94)

- Definition

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

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Net Loss Per Share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average ordinary shares outstanding, basic and diluted	24,897,665	7,904,838	16,523,961	7,860,760
RSU
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average ordinary shares outstanding, basic and diluted			514,923
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
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding			3,408,663	1,244,961

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Prepaid and other current assets
Prepayments and accrued income	$ 7,506	$ 1,075
Value Added Tax receivable	926	305
Current tax receivable	76
Others	6	29
Total	$ 8,514	$ 1,409

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued manufacturing and clinical expenses	$ 1,400	$ 462
Accrued board of director compensation	116	4
Accrued bonus	624	750
Accrued payroll and employee benefits	492	250
Accrued professional fees	763	806
Accrued other	46	265
Total	$ 3,441	$ 2,537

Ordinary Shares (Details) $ / shares in Units, $ in Thousands	May 04, 2021 USD ($) shares	Jun. 30, 2021 £ / shares shares	May 04, 2021 £ / shares shares	May 04, 2021 $ / shares shares	Dec. 31, 2020 £ / shares shares
Ordinary Shares
Ordinary shares, shares authorized \| shares		34,328,231			7,960,458
Ordinary shares, nominal value \| £ / shares		£ 0.000025			£ 0.000025
IPO
Ordinary Shares
Number of ADS shares closed (in shares) \| shares	6,500,000
Ordinary shares, shares authorized \| shares			6,500,000	6,500,000
Ordinary shares, nominal value \| £ / shares			£ 0.000025
Ordinary shares, public offering price \| $ / shares				$ 17.00
Aggregate net proceeds from IPO \| $	$ 102,765
Underwriting commissions \| $	7,735
Offering cost \| $	$ 2,394
Voting rights	Voting Rights: each holder of ordinary shares is entitled to one vote for each share on all matters to be voted on by ordinary shareholders
Percentage of ordinary shares present to exercise preemptive rights			75.00%	75.00%
Maximum period to exercise preemptive rights	5 years

Series A and Series B shares (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	May 04, 2021 shares	Mar. 31, 2021 £ / shares shares
Series B redeemable convertible preferred shares
Redeemable Noncontrolling Interest [Line Items]
Stock issued	28,957
Gross value of shares issued \| $	$ 125,239
Transaction cost \| $	$ 3,402
Deferred A shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion			1
Nominal value per share \| £ / shares			£ 1.00
Deferred B shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		570,987
Deferred C shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		19,603,887
Ordinary Shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		19,603,887

Convertible loan notes (Details) $ in Thousands		6 Months Ended
Convertible loan notes (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	Jun. 30, 2021 USD ($) 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 Shares (Details) - Deferred A shares £ / shares in Units, £ in Thousands, $ in Thousands	Jun. 30, 2021 USD ($)	Jun. 30, 2021 GBP (£) £ / shares	Dec. 31, 2020 £ / shares
Nominal value per share		£ 1	£ 1
Ordinary shares, liquidation preference	$ 1,373	£ 1,000

Fair value (Details) - Embedded derivatives $ in Thousands	6 Months Ended
Fair value (Details) - Embedded derivatives $ in Thousands	Jun. 30, 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) $ / shares in Units, $ in Thousands							3 Months Ended		6 Months Ended
	Apr. 30, 2021 $ / shares shares	Apr. 22, 2021 £ / shares shares	Apr. 22, 2021 $ / shares shares	Apr. 21, 2021 £ / shares	Apr. 21, 2021 $ / shares	Apr. 08, 2021 shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense \| $							$ 8,736	$ 415	$ 9,533	$ 1,271
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted									1,878,186
Grant date fair value \| $ / shares									$ 10.91
Weighted average exercise price of options granted \| (per share)		£ 3.49	$ 4.84	£ 0.0003	$ 0.0004				$ 13.70
Options outstanding		267,903	267,903				3,408,663		3,408,663
Options Exercisable									703,495
Weighted average exercise price of options outstanding \| $ / shares							$ 7.84		$ 7.84
Weighted average exercise price of options exercisable \| $ / shares							$ 0.35		$ 0.35
Unrecognized compensation cost related to options \| $							$ 19,825		$ 19,825
Compensation cost not yet recognized weighted average period									2 years 7 months 28 days
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units vested							514,923		514,923
Share based compensation expense \| $							$ 5,760		$ 5,760
Vaccitech plc Share Award Plan 2021 \| Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	1,513,566
Grant date fair value \| $ / shares	$ 11.33
Weighted average exercise price of options granted \| $ / shares	$ 17.00
Vaccitech plc Share Award Plan 2021 \| Restricted share units, options, share appreciation rights and restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted						3,675,680
Percentage of issued and outstanding ordinary shares available for issuance under the Plan						4.00%
Expiration period of grants						10 years
Options outstanding							2,162,114		2,162,114
Vaccitech plc Share Award Plan 2021 \| Restricted share units, options, share appreciation rights and restricted shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						1 year
Vaccitech plc Share Award Plan 2021 \| Restricted share units, options, share appreciation rights and restricted shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						4 years
Enterprise Management Incentive Share Option Scheme \| Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted									364,620	302,820
Grant date fair value \| $ / shares									$ 4.98
Weighted average exercise price of options granted \| $ / shares										$ 0.00036

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	110.90%	110.80%
Expected term (years)	6 years 3 months 25 days	6 years 10 days
Risk-free interest rate	1.10%	1.70%

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 8,736	$ 415	$ 9,533	$ 1,271
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	642	144	961	327
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 8,094	$ 271	$ 8,572	$ 944

Contract Assets and Liabilities (Details) $ in Thousands	6 Months Ended
Contract Assets and Liabilities (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Contract Assets and Liabilities
Balance at beginning of period	$ 245
Revenue recognized related to contract liability balance	(32)
Foreign exchange translation	4
Balance at end of period	$ 217

Commitments and Contingencies - Measurement of lease liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Leases
Cash paid for amounts included in the measurement of lease liabilities	$ 140	$ 148
Operating lease costs	$ 189	$ 168

Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Future annual minimum lease payments under operating leases
Remainder of 2021	$ 163
2022	324
2023	324
2024	324
2025	324
Thereafter	591
Total minimum lease payments	2,050
Less: imputed interest	(464)
Total lease liability	$ 1,586

Commitments and Contingencies - Effective data of the lease term (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Leases
Right-of-use asset	$ 2,040	$ 2,136
Lease liability, current	202	192
Lease liability, noncurrent	$ 1,384	$ 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%

Related Party Transactions (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	Mar. 15, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
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)	28,957
Series B Shares issued			$ 121,837
Series B redeemable convertible preferred shares \| Convertible loan notes
Related Party Transaction [Line Items]
Series B Shares issued (shares)	2,008
Loss on conversion of convertible notes					13,789
Chief Executive Officer \| RSU
Related Party Transaction [Line Items]
Shares issued			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)	3,468
Series B Shares issued	$ 14,999
Oxford University Innovation Limited
Related Party Transaction [Line Items]
Due to related party		$ 21			21		25
Oxford University Innovation Limited \| Convertible loan notes
Related Party Transaction [Line Items]
Interest on convertible loans			$ 429			$ 0
Oxford University Hospitals
Related Party Transaction [Line Items]
Due to related party		0			0		0
Lease of a laboratory and office space in Oxford \| Shareholder of Oxford Sciences Innovation Plc
Related Party Transaction [Line Items]
Related party expenses		86		$ 120	126	170
Clinical study costs \| Shareholder, the University of Oxford
Related Party Transaction [Line Items]
Related party expenses		0		100	19	100
Due to related party		0			0		$ 300
Clinical study costs \| Oxford University Hospitals
Related Party Transaction [Line Items]
Related party expenses		16		0	49	6
Services From Oxford University Innovation Limited \| Oxford University Innovation Limited
Related Party Transaction [Line Items]
Related party expenses		$ 24		$ 64	$ 141	$ 134