0001104659-22-058820 | 10-Q | XBRL Viewer

Three months ended March 31,

Short-term lease expense

Operating cash flows from operating leases

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 10, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40367
Entity Registrant Name	Vaccitech plc
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	00-0000000
Entity Address, Country	GB
Entity Address, Address Line One	The Schrödinger Building
Entity Address, Address 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	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,200,321
Entity Central Index Key	0001828185
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
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, 2022

Dec. 31, 2021

Current assets:

Cash and cash equivalents

$ 200,596

$ 214,054

Accounts receivable

18,011

Research and development incentives receivable

4,778

6,229

Prepaid expenses and other current assets

7,398

6,462

Total current assets

230,783

226,765

Goodwill

12,630

Property and equipment, net

4,583

1,829

Intangible assets, net

30,640

31,430

Right of use assets, net

6,699

7,257

Other assets

788

804

Total assets

286,123

280,715

Current liabilities:

Accounts payable

4,660

2,419

Accrued expenses and other current liabilities

11,330

7,875

Deferred revenue

162

182

Current portion of lease liability

331

523

Debt

159

Total current liabilities

16,483

11,158

Lease liability - non current

6,404

6,540

Contingent consideration

2,444

2,371

Deferred tax liability, net

7,221

8,084

Other non-current liabilities

434

Total liabilities

32,986

28,153

Commitments and contingencies (Note 13)

Shareholders' equity:

Ordinary shares, 0.000025 nominal value; 37,193,367 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 37,188,730)

Additional paid-in capital

373,087

369,103

Accumulated deficit

(105,989)

(108,585)

Accumulated other comprehensive loss - foreign currency translation adjustments

(14,456)

(8,488)

Noncontrolling interest

400

437

Total shareholders' equity

253,137

252,562

Total liabilities and shareholders' equity

286,123

280,715

Deferred A shares

Shareholders' equity:

Deferred shares

Deferred B shares

Shareholders' equity:

Deferred shares

Deferred C shares

Shareholders' equity:

Deferred shares

^[1]

$ 0

[1]	Indicates amount less than thousand

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Mar. 31, 2022	Dec. 31, 2021
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, shares authorized	37,193,367	37,188,730
Ordinary shares, shares issued	37,193,367	37,188,730
Ordinary shares, shares outstanding	37,193,367	37,188,730
Deferred A shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, shares authorized	63,443	63,443
Deferred shares, shares issued	63,443	63,443
Deferred shares, shares outstanding	63,443	63,443
Deferred B shares
Deferred shares, nominal value	£ 0.01	£ 0.01
Deferred shares, shares authorized	570,987	570,987
Deferred shares, shares issued	570,987	570,987
Deferred shares, shares outstanding	570,987	570,987
Deferred C shares
Deferred shares, nominal value	£ 0.000007	£ 0.000007
Deferred shares, shares authorized	27,828,231	27,828,231
Deferred shares, shares issued	27,828,231	27,828,231
Deferred shares, shares outstanding	27,828,231	27,828,231

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Total revenue	$ 15,018	$ 215
Operating expenses
Research and development	10,701	4,610
General and administrative	3,663	1,777
Total operating expenses	14,364	6,387
Income/(loss) from operations	654	(6,172)
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	83	2
Interest expense	(74)	(2,650)
Research and development incentives	1,048	955
Total other income (expense)	1,057	(9,279)
Tax benefit	863	65
Net income/(loss)	2,574	(15,386)
Net loss attributable to noncontrolling interest	22	118
Net income/(loss) attributable to Vaccitech plc Shareholders	$ 2,596	$ (15,268)
Weighted-average ordinary shares outstanding, basic	37,191,022	8,057,216
Weighted-average ordinary shares outstanding, diluted	38,346,668	8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$ 0.070	$ (1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$ 0.068	$ (1.90)
Net income/(loss)	$ 2,574	$ (15,386)
Other comprehensive loss - foreign currency translation adjustments	(5,983)	(1,416)
Comprehensive loss	(3,409)	(16,802)
Comprehensive loss attributable to noncontrolling interest	37	114
Comprehensive loss attributable to Vaccitech Plc Shareholders	(3,372)	(16,688)
License revenue
Total revenue	15,009	16
Service revenue
Total revenue		21
Research grants and contracts
Total revenue	$ 9	$ 178

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Series A shares

Preferred Stock

Series B shares.

Preferred Stock

Series B shares.

Deferred A shares

Deferred Shares

Deferred B shares

Deferred Shares

Deferred C shares

Deferred Shares

Ordinary Shares

Additional Paid-in-capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Noncontrolling Interest

Total

Balance at the beginning at Dec. 31, 2020

$ 33,765

$ 0

$ 21,660

$ (57,720)

$ (1,243)

$ 391

$ (36,912)

Balance at the beginning (in shares) at Dec. 31, 2020

22,065

7,960,458

Increase (Decrease) in Temporary Equity [Roll Forward]

Issue of Series B shares, net of issuance costs (in shares)

28,957

Issue of Series B shares, net of issuance costs

$ 121,837

Series B Shares issued on conversion of convertible notes

$ 53,721

Series B Shares issued on conversion of convertible notes (in shares)

12,421

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Share-based compensation

797

Issue of ordinary shares

^[1]

$ 0

Issue of ordinary shares (in shares)

263,886

Issue of Deferred A shares

$ 29

$ 57

$ (86)

(86)

Issue of Deferred A shares (in shares)

63,443

Foreign currency translation adjustments

(1,420)

(1,416)

Net income/(loss)

(15,268)

(118)

(15,386)

Balance at the end at Mar. 31, 2021

$ 33,736

$ 175,501

$ 86

$ 0

22,457

(72,988)

(2,663)

277

(52,831)

Balance at the end (in shares) at Mar. 31, 2021

22,065

41,378

63,443

8,224,344

Balance at the beginning (in shares) at Dec. 31, 2021

Balance at the end (in shares) at Mar. 31, 2022

Balance at the beginning at Dec. 31, 2021

$ 86

$ 8

$ 0

^[1]

$ 1

369,103

(108,585)

(8,488)

437

252,562

Balance at the beginning (in shares) at Dec. 31, 2021

63,433

570,987

27,828,231

37,188,730

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Share-based compensation

3,984

Issue of ordinary shares

^[1]

$ 0

Issue of ordinary shares (in shares)

4,637

Foreign currency translation adjustments

(5,968)

(15)

(5,983)

Net income/(loss)

2,596

(22)

2,574

Balance at the end at Mar. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

$ 373,087

$ (105,989)

$ (14,456)

$ 400

$ 253,137

Balance at the end (in shares) at Mar. 31, 2022

63,443

570,987,000

27,828,231

37,193,367

[1]	Indicates amount less than thousand

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)

$ 2,574

$ (15,386)

Adjustments to reconcile net income/loss to net cash used in operating activities:

Share based compensation

3,984

797

Depreciation and amortization

966

Right of use asset and liability

228

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

Fair value change in contingent consideration

143

Deferred tax benefit

(863)

(25)

Loss on conversion of convertible loan notes

13,789

Other non-cash expenses

Changes in operating assets and liabilities:

Accounts receivable

(18,352)

208

Prepaid expenses and other current assets

(1,121)

(393)

Research and development incentives receivable

1,300

(955)

Accounts payable

1,739

(707)

Accrued expenses and other current liabilities

2,830

(108)

Deferred revenue

(15)

Other assets

(4)

Net cash used in operating activities

(6,579)

(7,969)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(1,092)

(392)

Net cash used in investing activities

(1,092)

(392)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issue of shares and exercise of stock options

^[1]

Repayment of debt

(159)

Initial public offering costs

(22)

Transaction costs for Series B shares

(3,402)

Proceeds from issue of Series B shares

125,239

Net cash (used)/provided by financing activities

(159)

121,815

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

(5,628)

(785)

Net (decrease) increase in cash and cash equivalents

(13,458)

112,669

Cash and cash equivalents, beginning of the period

214,054

43,266

Cash and cash equivalents, end of the period

200,596

155,935

Supplemental cash flow disclosures:

Cash paid for interest

1,844

Non-Cash investing and financing activities

Capital expenditures included in accounts payable

1,365

Changes to right-of-use asset resulting from lease reassessment event

(36)

Asset retirement obligation

$ 443

Deferred A shares

Non-Cash investing and financing activities

Issue of shares

Deferred B shares

Non-Cash investing and financing activities

Issue of shares

$ 53,721

[1]	Indicates amount less than thousand

Nature of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2022

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 diseases, autoimmunity, and cancer. Vaccitech is headquartered in Oxford, United Kingdom. Vaccitech and direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Vaccitech USA Inc., Vaccitech North America, 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 the comparative period presented these unaudited condensed consolidated financial statements have been presented 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 subsidiaries. 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, 2021.

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 the comparative prior period presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

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 March 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes In Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 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, 2022, our results of operations and our cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other interim period.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

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, 2021 except as discussed below related to newly adopted accounting pronouncements.

Use of Estimates

The preparation of unaudited 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 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. In respect of the international situation in Ukraine, we have assessed the impact on the Company as minimal. We have no operations or suppliers based in Ukraine, Belarus, or Russia, and there is consequently no additional risk or negative impact on the unaudited condensed consolidated financial statements. We have no operations or suppliers based in Turkey either, and therefore the Company is not impacted by the potential hyperinflationary environment in that country. 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 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. 2021-10 - Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance on January 1, 2022. The new standard did not have an impact on the Company’s unaudited condensed consolidated financial statements.

Net income (loss) per share

3 Months Ended

Mar. 31, 2022

Net income/(loss) per share

Net income/(loss) per share

3.	Net income/(loss) per share

The following table sets forth the computation of basic and diluted net income/loss per share for the three months ended March 31, 2022 and 2021 (in thousands, except number of shares):


	Three months ended March 31,
	2022		2021
Numerator:
Net income/(loss)	$	2,574	$	(15,386)
Net loss attributable to noncontrolling interest		22		118
Net income/(loss) attributable to Vaccitech shareholders	$	2,596	$	(15,268)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,191,022		8,057,216
Effect of dilutive stock options		1,155,646		—
Weighted-average ordinary shares outstanding, diluted		38,346,668		8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$	0.070	$	(1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$	0.068	$	(1.90)

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,
	2022	2021
Series A shares	—	6,818,085
Series B shares	—	12,785,802
Stock options	2,014,204	1,895,097

Prepaid and other current assets

3 Months Ended

Mar. 31, 2022

Prepaid and other current assets

Prepaid and other current assets

4.	Prepaid and other current assets (in thousands)


		March 31,		December 31,
	2022		2021
Prepayments and accrued income	$	5,479	$	4,612
Value Added Tax receivable		31		705
Employee retention and payroll tax credit		80		150
Others		1,808		995
Total	$	7,398	$	6,462

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

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,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	4,082	$	1,789
Accrued board of director compensation		30		91
Accrued bonus		503		1,333
Accrued payroll and employee benefits		726		1,072
Accrued professional fees		2,082		2,338
Accrued other		1,628		1,252
Value Added Tax payable		2,279		—
Total	$	11,330	$	7,875

Series B shares

3 Months Ended

Mar. 31, 2022

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.

On March 31, 2021, the Company 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

3 Months Ended

Mar. 31, 2022

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 thousand) 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).

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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-Section S99
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-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Deferred A Shares

3 Months Ended

Mar. 31, 2022

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, 2022

Fair value

Fair value

9.	Fair value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, security deposit, accounts payable, certain accrued expenses, and contingent consideration. The carrying amounts of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of March 31, 2022, the Company had a contingent consideration liability of $2,444 thousand related to the acquisition of Avidea Technologies, Inc. The fair value of the contingent consideration is a Level 3 valuation with the significant unobservable inputs being the probability of success of achievement of the milestone and the expected date of the milestone achievement. Significant judgment is employed in determining the appropriateness of certain of these inputs.

For the three months ended March 31, 2021, the Company had an embedded derivative liability 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 following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands):


	Three months ended
	March 31,
	2022		2021
Beginning balance	$	2,371	$	20,109
Change in fair value recognized in net income/loss		143		(5,994)
Settlement		—		(14,375)
Foreign exchange translation		(70)		260
Ending balance	$	2,444	$	—

- 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

Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill.

Goodwill

10.Goodwill

During the first quarter of 2022, the Company identified qualitative indicators of impairment due to sustained decline in the price of the Company’s American Depositary Shares. Therefore, the Company performed an interim qualitative assessment as of March 31, 2022 to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company will perform its annual goodwill impairment test as of November 30, 2022.

Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-Based Compensation

Share-Based Compensation

11.Share-Based Compensation

During the three month period ended March 31, 2022, in accordance with the terms of the Annual Increase of the Vaccitech plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4% of the Company’s issued and outstanding ordinary shares as of January 1, 2022.

During the three months ended March 31, 2022, the Company granted 1,632,922 options to employees and directors with a grant date fair value of $3.75 and a weighted average exercise price of $11.24 per share. For the three months ended March 31, 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.

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,
	2022		2021
Expected volatility	92.3	%	125.0	%
Expected term (years)	6.00		6.42
Risk-free interest rate	1.9	%	0.7	%
Expected dividend yield	—	%	—	%

As of March 31, 2022 4,814,173 options with a weighted average exercise price of $9.52 were outstanding. As of March 31, 2022, there was $14,840 thousand unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.36 years.

No Restricted Stock Units (“RSUs”) were issued in the three months ended March 31, 2022, and there were no RSUs outstanding during the period ended March 31, 2022. 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 of March 31, 2021, 264,042 RSUs were outstanding. No compensation cost has been recognized in respect of these outstanding RSUs which vests on the IPO Resolution Date as the initial public offering is not considered probable until it occurs.

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,
	2022		2021
Research and development	$	842	$	319
General and administrative		3,142		478
Total	$	3,984	$	797

Contract Assets and Liabilities

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, 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 (in thousands):



	March 31, 2022
Balance as of January 1, 2022	$	182
Revenue recognized related to contract liability balance		(15)
Foreign exchange translation		(5)
Balance as of March 31, 2022	$	162

Revenue recognized related to the contract liability balance for the three months ended March 31, 2021 was $16 thousand.

During the three months ended March 31, 2022, the Company recognized revenue of $14,993 thousand (three months ended March 31, 2021: $Nil) in relation to the Amendment, Assignment and Revenue Sharing Agreement (“License Agreement Amendment”) with Oxford University Innovation Limited entered into in April 2020, which vested and assigned all intellectual property rights in relation to any ChAdOx1 or ChAdOx2 vector-based vaccine in the field of SARS-CoV2 to Oxford University Innovation Limited.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and March 31, 2021.

Leases

The Company leases certain laboratory and office space under operating leases, which are described below.

The Oxford Science Park, Oxford

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. On February 1, 2022 the Company gave notice to terminate The Oxford Science Park lease. The lease will be terminated on July 30, 2022, by which date the Company will have relocated its corporate headquarters from Oxford to The Harwell Science and Innovation Campus, Oxfordshire.

The Harwell Science and Innovation Campus, Oxfordshire

On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet in Harwell, Oxfordshire which expires in September 2031. The Company intends to use the property as its corporate headquarters. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date, being the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company has provided the lessor with a refundable security deposit of $702 thousand (£534 thousand) which is included in Other assets.

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,
	2022			2021
Right-of-use asset	$	6,699		$	7,257
Lease liability, current		331			523
Lease liability, noncurrent		6,404			6,540
Weighted average remaining lease term (years)		9.35			9.45
Weighted average discount rate		8.0	%		7.9	%

Other information

During the three months ended March 31, 2022, the Company recorded $488 thousand (three months ended March 31, 2021: $92 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, 2022 were as follows (in thousands):

6.00 .
Remainder of 2022	$	327
2023		472
2024		1,170
2025		1,170
2026		1,170
Thereafter		5,470
Total minimum lease payments	$	9,779
Less: imputed interest		(3,044)
Total lease liability	$	6,735

During the current period, we recognized an asset retirement obligation (“ARO”) for leasehold improvements in relation to the Harwell Science and Innovation Campus premises where in accordance with the terms of the lease, the Company has to restore part of the building upon vacating the premises. The ARO liability totaled $434 thousand and $Nil as of March 31, 2022 and December 31, 2021, respectively and are included in other non-current liabilities on the condensed consolidated balance sheets.

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

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

14.Related Party Transactions

During the three months ended March 31, 2022, the Company recognized net income of $55 thousand after offsetting lease costs for laboratory and office space in Oxford of $74 thousand against a refund of $129 thousand (three months ended March 31, 2021: $40 thousand expense) from its shareholder, Oxford Science Enterprises plc. As of March 31, 2022, the Company had a receivable of $154 thousand (December 31, 2021: $32 thousand payable) from Oxford Science Enterprises plc.

During the three months ended March 31, 2022, the Company incurred expenses of $1 thousand (three months ended March 31, 2021: $19 thousand) to its shareholder, the University of Oxford, related to clinical study costs. As of March 31, 2022, the Company owed $1 thousand (December 31, 2021: $Nil) to University of Oxford.

During the three months ended March 31, 2022, the Company incurred expenses of $193 thousand (three months ended March 31, 2021: $116 thousand) and recognized license revenue of $14,993 thousand (three months ended March 31, 2021: $Nil) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. As of March 31, 2022, the Company was owed $17,791 thousand (December 31, 2021: $Nil) from Oxford University Innovation Limited.

There were no convertible loans outstanding during the three months period ended March 31, 2022. During the three months ended March 31, 2021, the interest on convertible loans issued to Oxford Science Enterprises plc and the University of Oxford, shareholders of the Company was $429 thousand. There were no convertible loans outstanding as of March 31, 2021.

There were no Series B Shares issued or outstanding during the three months period ended March 31, 2022. On March 15, 2021 Oxford Science Enterprises 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. At December 31, 2021 there were no Series B Shares outstanding.

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

15.Subsequent Events

On April 4, 2022 a merger was effected between subsidiaries Vaccitech USA, Inc. and Vaccitech North America, Inc, with Vaccitech North America, Inc. being the surviving entity.

On April 28, 2022 the cash was received in full in respect of the license revenue and corresponding outstanding accounts receivable as of March 31, 2022 with Oxford University Innovation Limited.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of unaudited 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 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. In respect of the international situation in Ukraine, we have assessed the impact on the Company as minimal. We have no operations or suppliers based in Ukraine, Belarus, or Russia, and there is consequently no additional risk or negative impact on the unaudited condensed consolidated financial statements. We have no operations or suppliers based in Turkey either, and therefore the Company is not impacted by the potential hyperinflationary environment in that country. 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 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. 2021-10 - Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance on January 1, 2022. The new standard did not have an impact on the Company’s unaudited condensed consolidated financial statements.

Net income (loss) per share (Tables)

3 Months Ended

Mar. 31, 2022

Net income/(loss) per share

Summary of computation of basic and diluted net income/loss per share

The following table sets forth the computation of basic and diluted net income/loss per share for the three months ended March 31, 2022 and 2021 (in thousands, except number of shares):


	Three months ended March 31,
	2022		2021
Numerator:
Net income/(loss)	$	2,574	$	(15,386)
Net loss attributable to noncontrolling interest		22		118
Net income/(loss) attributable to Vaccitech shareholders	$	2,596	$	(15,268)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,191,022		8,057,216
Effect of dilutive stock options		1,155,646		—
Weighted-average ordinary shares outstanding, diluted		38,346,668		8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$	0.070	$	(1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$	0.068	$	(1.90)

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


	Three months ended March 31,
	2022	2021
Series A shares	—	6,818,085
Series B shares	—	12,785,802
Stock options	2,014,204	1,895,097

Prepaid and other current assets (Tables)

3 Months Ended

Mar. 31, 2022

Prepaid and other current assets

Summary of prepaid and other current assets


		March 31,		December 31,
	2022		2021
Prepayments and accrued income	$	5,479	$	4,612
Value Added Tax receivable		31		705
Employee retention and payroll tax credit		80		150
Others		1,808		995
Total	$	7,398	$	6,462

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

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,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	4,082	$	1,789
Accrued board of director compensation		30		91
Accrued bonus		503		1,333
Accrued payroll and employee benefits		726		1,072
Accrued professional fees		2,082		2,338
Accrued other		1,628		1,252
Value Added Tax payable		2,279		—
Total	$	11,330	$	7,875

Fair value (Tables)

3 Months Ended

Mar. 31, 2022

Fair value

Summary of financial instruments carried at fair value and classified within Level 3


	Three months ended
	March 31,
	2022		2021
Beginning balance	$	2,371	$	20,109
Change in fair value recognized in net income/loss		143		(5,994)
Settlement		—		(14,375)
Foreign exchange translation		(70)		260
Ending balance	$	2,444	$	—

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-Based Compensation

Fair value of each stock option issued to employees


	Three months ended
	March 31,
	2022		2021
Expected volatility	92.3	%	125.0	%
Expected term (years)	6.00		6.42
Risk-free interest rate	1.9	%	0.7	%
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,
	2022		2021
Research and development	$	842	$	319
General and administrative		3,142		478
Total	$	3,984	$	797

Contract Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Contract Assets and Liabilities

Schedule of changes in contract liabilities during period



	March 31, 2022
Balance as of January 1, 2022	$	182
Revenue recognized related to contract liability balance		(15)
Foreign exchange translation		(5)
Balance as of March 31, 2022	$	162

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

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


	March 31,			December 31,
	2022			2021
Right-of-use asset	$	6,699		$	7,257
Lease liability, current		331			523
Lease liability, noncurrent		6,404			6,540
Weighted average remaining lease term (years)		9.35			9.45
Weighted average discount rate		8.0	%		7.9	%

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, 2022 were as follows (in thousands):

6.00 .
Remainder of 2022	$	327
2023		472
2024		1,170
2025		1,170
2026		1,170
Thereafter		5,470
Total minimum lease payments	$	9,779
Less: imputed interest		(3,044)
Total lease liability	$	6,735

Nature of Business and Basis of Presentation (Details) $ in Thousands		3 Months Ended
	May 04, 2021	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Nature of Business and Basis of Presentation
Stock Split	309
Share based compensation		$ 3,984	$ 797

Net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income/(loss)	$ 2,574	$ (15,386)
Net loss attributable to noncontrolling interest	22	118
Net income/(loss) attributable to Vaccitech plc Shareholders	$ 2,596	$ (15,268)
Denominator:
Weighted-average ordinary shares outstanding, basic	37,191,022	8,057,216
Effect of dilutive stock options	1,155,646
Weighted-average ordinary shares outstanding, diluted	38,346,668	8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$ 0.070	$ (1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$ 0.068	$ (1.90)

Net income (loss) per share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding	1,155,646
Series A 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
Series B 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	2,014,204	1,895,097

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Prepaid and other current assets
Prepayments and accrued income	$ 5,479	$ 4,612
Value Added Tax receivable	31	705
Employee retention and payroll tax credit	80	150
Others	1,808	995
Total	$ 7,398	$ 6,462

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued manufacturing and clinical expenses	$ 4,082	$ 1,789
Accrued board of director compensation	30	91
Accrued bonus	503	1,333
Accrued payroll and employee benefits	726	1,072
Accrued professional fees	2,082	2,338
Accrued other	1,628	1,252
Value Added Tax payable	2,279
Total	$ 11,330	$ 7,875

Series B shares (Details) $ in Thousands		3 Months Ended
Series B shares (Details) $ in Thousands	Mar. 15, 2021 USD ($) shares	Mar. 31, 2022 shares	May 04, 2021 shares	Mar. 31, 2021 £ / shares shares
Series B shares.
Redeemable Noncontrolling Interest [Line Items]
Stock issued	28,957	0
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) - USD ($) $ in Thousands	3 Months Ended
Convertible loan notes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Change in fair value of derivatives		$ 5,994
Convertible loan notes.
Debt Instrument [Line Items]
Interest expense recognized	$ 2,650
Change in fair value of derivatives	$ 5,994

Convertible loan notes - Series B Shares (Details) $ in Thousands		3 Months Ended
	Mar. 15, 2021 USD ($) shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of convertible loan notes			$ (13,789)
Convertible loan notes.
Debt Instrument [Line Items]
Loss on extinguishment of convertible loan notes	$ 2,125
Series B 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, 2022 USD ($)	Mar. 31, 2022 GBP (£) £ / shares	Dec. 31, 2021 £ / shares	Mar. 31, 2021 £ / shares shares
Series A shares
Shares issued on subdivision				1
Series B shares.
Shares issued on subdivision				1
Series A and Series B Redeemable Convertible Preferred Stock [Member]
Nominal value of share \| £ / shares				£ 1.00
Deferred A shares
Shares issued on subdivision				1
Ordinary shares, liquidation preference	$ 1,373	£ 1,000
Nominal value of share \| £ / shares		£ 1	£ 1

Fair value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 2,371	$ 20,109
Change in fair value recognized in net income/loss	143	(5,994)
Settlement	0	(14,375)
Foreign exchange translation	(70)	$ 260
Ending balance	$ 2,444

Fair Value - Additional information (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Avidea
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liability	$ 2,444

Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 09, 2020	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense		$ 3,984	$ 797
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding		4,814,173
Weighted average exercise price of options outstanding		$ 9.52
Unrecognized compensation cost related to options		$ 14,840
Unrecognized compensation cost which is expected to be recognized over a weighted-average period		2 years 4 months 9 days
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units		0
Number of shares outstanding		0	264,042
Number of RSUs converted into ordinary shares			263,886
Aggregate RSUs granted as percentage of total fully diluted share capital	1.50%
Share based compensation expense			$ 0
Number of awards granted		0
Vaccitech plc Share Award Plan 2021 \| Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted		1,632,922
Weighted average exercise price of options granted		$ 11.24
Weighted-average grant date per-share fair value of stock options granted		$ 3.75
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]
Percentage of issued and outstanding ordinary shares available for issuance under the Plan		4.00%
Enterprise Management Incentive Share Option Scheme \| Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted			364,620
Weighted average exercise price of options granted			$ 0.00003
Weighted-average grant date per-share fair value of stock options granted			$ 9.14

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee - Enterprise Management Incentive Share Option Scheme	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	92.30%	125.00%
Expected term (years)	6 years	6 years 5 months 1 day
Risk-free interest rate	1.90%	0.70%

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 3,984	$ 797
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	842	319
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 3,142	$ 478

Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract Assets and Liabilities
Balance at beginning of period	$ 182
Revenue recognized related to contract liability balance	(15)	$ (16)
Foreign exchange translation	(5)
Balance at end of period	$ 162

Contract Assets and Liabilities - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue recognized	$ 15	$ 16
License revenue
Revenue from related party transactions	$ 14,993	$ 0

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Commitments and Contingencies - Effective data of the lease term (Details) £ in Thousands, $ in Thousands		3 Months Ended
	Sep. 03, 2021 USD ($) item	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 03, 2021 GBP (£)
Other Commitments [Line Items]
Number of square feet under lease agreement \| item	31,000
Leases
Right-of-use asset		$ 6,699		$ 7,257
Lease liability, current		331		523
Lease liability, noncurrent		$ 6,404		$ 6,540
Weighted-average remaining lease terms		9 years 4 months 6 days		9 years 5 months 12 days
Weighted-average discount rate		8.00%		7.90%
Short-term lease costs		$ 101
Operating cash flows from operating leases		$ 307	$ 81
Other Non-current Assets
Other Commitments [Line Items]
Refundable security deposit	$ 702				£ 534
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 - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Operating lease costs	$ 488	$ 92

Commitments and Contingencies - Future annual minimum lease payments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Future annual minimum lease payments under operating leases
Remainder of 2022	$ 327
2023	472
2024	1,170
2025	1,170
2026	1,170
Thereafter	5,470
Total minimum lease payments	9,779
Less: imputed interest	(3,044)
Total lease liability	6,735
Other Noncurrent Liabilities
Future annual minimum lease payments under operating leases
Asset Retirement Obligation	$ 434	$ 0

Related Party Transactions (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 15, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	May 04, 2021
Related Party Transaction [Line Items]
Loss on conversion of convertible notes			$ (13,789)
License revenue
Related Party Transaction [Line Items]
Revenue from related party transactions		$ 14,993	0
Convertible loan notes.
Related Party Transaction [Line Items]
Due to related party		0	0
Interest on convertible loans		$ 2,650
Loss on conversion of convertible notes	$ 2,125
Series B shares.
Related Party Transaction [Line Items]
Series B Shares issued (shares)	28,957	0
Redeemable convertible preferred shares, shares outstanding		0		0
Number of converted ordinary shares					1,692,084
Series B shares. \| Convertible loan notes.
Related Party Transaction [Line Items]
Series B Shares issued (shares)	2,008
Loss on conversion of convertible notes		$ 13,789
Shareholder Of Oxford Sciences Enterprises Plc
Related Party Transaction [Line Items]
Receivable from related parties		154		$ 32
Shareholder Of Oxford Sciences Enterprises Plc \| Series B shares.
Related Party Transaction [Line Items]
Series B Shares issued (shares)	3,468
Series B Shares issued	$ 14,999
Shareholder, the University of Oxford
Related Party Transaction [Line Items]
Due to related party		1		0
Oxford University Innovation Limited
Related Party Transaction [Line Items]
Related party expenses		193	116
Due to related party		17,791		$ 0
Oxford University Innovation Limited \| License revenue
Related Party Transaction [Line Items]
Revenue from related party transactions		14,993	0
Oxford University Innovation Limited \| Convertible loan notes.
Related Party Transaction [Line Items]
Interest on convertible loans			429
Lease of a laboratory and office space in Oxford \| Shareholder Of Oxford Sciences Enterprises Plc
Related Party Transaction [Line Items]
Income from related party transactions		55
Related party expenses		74	40
Refund received		129
Clinical study costs \| Shareholder, the University of Oxford
Related Party Transaction [Line Items]
Related party expenses		$ 1	$ 19