0001104659-22-117255 | 10-Q | XBRL Viewer

Ordinary shares, £0.000025 nominal value; 37,291,492 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 37,188,730)

Additional paid-in capital

376,939

369,103

Accumulated deficit

(82,054)

(108,585)

Accumulated other comprehensive loss - foreign currency translation adjustments

(51,143)

(8,488)

Total shareholders' equity attributable to Vaccitech plc shareholders'

243,837

252,125

Noncontrolling interest

315

437

Total shareholders' equity

244,152

252,562

Total liabilities and shareholders' equity

275,481

280,715

Deferred A shares

Deferred shares

Deferred B shares

Deferred shares

Deferred C shares

Deferred shares

^[1]

$ 0

[1]	indicates amount less than thousand

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Sep. 30, 2022	Dec. 31, 2021
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, shares authorized	37,291,492	37,188,730
Ordinary shares, shares issued	37,291,492	37,188,730
Ordinary shares, shares outstanding	37,291,492	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

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

General and administrative

$ 6,165

$ 19

$ 38,246

$ 269

Operating expenses

Research and development

9,744

4,371

30,165

13,490

1,184

15,332

General and administrative

(11,132)

(13,914)

Total operating (income)/expense

(1,388)

5,555

16,251

28,822

Income/(loss) from operations

7,553

(5,536)

21,995

(28,553)

Other income/(expense):

Change in fair value of derivatives embedded in convertible loan notes

5,994

Change in fair value of contingent consideration

(317)

(943)

Unrealized exchange gain on convertible loan notes

209

Loss on extinguishment of convertible loan notes

(13,789)

Interest income

1,024

1,776

Interest expense

(2,650)

Research and development incentives

(724)

959

1,150

2,789

Other

(3)

Total other (expense)/income

(6)

959

2,037

(7,448)

Tax benefit

674

2,452

Net income/(loss)

8,221

(4,570)

26,484

(35,941)

Net loss attributable to noncontrolling interest

189

Net income/(loss) attributable to Vaccitech plc shareholders

$ 8,242

$ (4,557)

$ 26,531

$ (35,752)

Weighted-average ordinary shares outstanding, basic

37,247,123

34,843,154

37,213,787

22,697,462

Weighted-average ordinary shares outstanding, diluted

38,156,564

34,843,154

38,226,092

22,697,462

Net income/(loss) per share attributable to ordinary shareholders, basic

$ 0.22

$ (0.13)

$ 0.71

$ (1.58)

Net income/(loss) per share attributable to ordinary shareholders, diluted

$ 0.22

$ (0.13)

$ 0.69

$ (1.58)

Net income/(loss)

$ 8,221

$ (4,570)

$ 26,484

$ (35,941)

Other comprehensive loss - foreign currency translation adjustments

(19,940)

(6,473)

(42,730)

(7,803)

Comprehensive loss

(11,719)

(11,043)

(16,246)

(43,744)

Comprehensive loss attributable to noncontrolling interest

122

194

Comprehensive loss attributable to Vaccitech plc shareholders

(11,668)

(11,018)

(16,124)

(43,550)

License revenue

^[1]

$ 6,165

38,237

Service revenue

Research grants and contracts

$ 3

$ 9

$ 200

[1]	Includes license revenue from related parties for the three and nine month periods ended September 30, 2022, of $6.2 million and $38.2 million, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License revenue
Revenue from related parties	$ 6.2	$ 0.0	$ 38.2	$ 0.0

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-Section S99
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-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

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 (in shares) at Dec. 31, 2020

$ 33,765

22,065

Balance at the end at Jan. 31, 2021

$ 33,765

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

22,065

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

$ 0

^[1]

$ 0

^[1]

$ 19,531

$ (55,591)

$ (1,243)

$ 391

$ (36,912)

7,960,458

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

Balance at the end at Jan. 31, 2021

2,129

(2,129)

$ 0

^[1]

$ 0

^[1]

21,660

(57,720)

(1,243)

391

(36,912)

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

7,960,458

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

$ 33,765

22,065

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

Issue of Deferred A shares

$ (29)

$ (57)

Balance at the end at Mar. 31, 2021

$ 33,736

$ 175,501

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

22,065

41,378

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

$ 0

^[1]

$ 0

^[1]

19,531

(55,591)

(1,243)

391

(36,912)

7,960,458

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

797

^[1]

$ 0

^[2]

Issue of Deferred A shares

263,886

$ 86

Issue of Deferred A shares (in shares)

63,443,000

(1,420)

(1,416)

Balance at the end at Mar. 31, 2021

(15,268)

(118)

(15,386)

$ 86

$ 0

^[1]

$ 0

^[1]

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 (in shares) at Dec. 31, 2020

$ 33,765

22,065

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

$ 0

^[1]

$ 0

^[1]

19,531

(55,591)

(1,243)

391

(36,912)

7,960,458

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

(7,803)

Balance at the end at Sep. 30, 2021

(35,941)

$ 86

$ 8

$ 0

^[1]

$ 1

^[1]

344,396

(93,472)

(9,041)

493

242,471

Balance at the end (in shares) at Sep. 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

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of Series A shares

$ (33,736)

Conversion of Series A shares (in shares)

(22,065)

Conversion of Series B shares

$ (175,501)

Conversion of Series B shares (in shares)

(41,378)

Balance at the beginning at Mar. 31, 2021

$ 86

$ 0

^[1]

$ 0

^[1]

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]

Initial public offering, net of underwriting discounts

8,736

$ 0

^[1]

102,765

Initial public offering, net of underwriting discounts (in shares)

6,500,000

Conversion of Series A shares

$ 3

$ 0

^[1]

33,733

33,736

Conversion of Series A shares (in shares)

198,585

6,818,085

Conversion of Series B shares

$ 5

$ 0

^[1]

$ 0

^[1]

175,496

175,501

Conversion of Series B shares (in shares)

372,402

12,785,802

Issue of share to non-controlling interest

296

Balance at the end at Jun. 30, 2021

(15,927)

(58)

(15,985)

$ 86

$ 8

$ 0

^[1]

$ 1

^[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

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

3,374

Offering cost refund

$ 0

^[1]

229

(6,461)

(12)

(6,473)

Balance at the end at Sep. 30, 2021

(4,557)

(13)

(4,570)

$ 86

$ 8

$ 0

^[1]

$ 1

^[1]

344,396

(93,472)

(9,041)

493

242,471

Balance at the end (in shares) at Sep. 30, 2021

63,443

570,987

27,828,231

34,328,231

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

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

63,443

570,987

27,828,231

37,188,730

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

3,984

^[1]

$ 0

4,637

(5,968)

(15)

(5,983)

Balance at the end at Mar. 31, 2022

2,596

(22)

2,574

$ 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

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

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

63,443

570,987

27,828,231

37,188,730

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

(42,730)

Balance at the end at Sep. 30, 2022

26,484

$ 86

$ 8

$ 0

$ 1

376,939

(82,054)

(51,143)

315

244,152

Balance at the beginning at Mar. 31, 2022

63,443

570,987

27,828,231

37,291,492

$ 86

$ 8

$ 0

^[1]

$ 1

373,087

(105,989)

(14,456)

400

253,137

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

63,443

570,987,000

27,828,231

37,193,367

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

2,748

^[1]

$ 0

Conversion of Series A shares

22,795

Offering Cost

(2,394)

^[1]

$ 0

(16,777)

(30)

(16,807)

Balance at the end at Jun. 30, 2022

15,693

(4)

15,689

$ 86

$ 8

$ 0

^[1]

$ 1

375,835

(90,296)

(31,233)

366

254,767

Balance at the end (in shares) at Jun. 30, 2022

63,443

570,987

27,828,231

37,216,162

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

1,104

$ 0

75,330,000

(19,910)

(30)

(19,940)

Balance at the end at Sep. 30, 2022

8,242

(21)

8,221

$ 86

$ 8

$ 0

$ 1

$ 376,939

$ (82,054)

$ (51,143)

$ 315

$ 244,152

CASH FLOWS FROM OPERATING ACTIVITIES:

63,443

570,987

27,828,231

37,291,492

[1]	Indicates amounts less than thousand
[2]	indicates amount less than thousand

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
$ in Thousands

9 Months Ended

Sep. 30, 2022

USD ($)

Sep. 30, 2021

USD ($)

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

$ 26,484

$ (35,941)

Depreciation and amortization

7,836

12,907

3,146

281

Non-cash lease expenses

786

(10)

Unrealized foreign exchange gain

(36,578)

Change in fair value of derivatives embedded in convertible loan notes

(5,994)

Unrealized foreign exchange gain on convertible loan notes

(209)

Non-cash interest expense on convertible loan notes

813

Change in contingent consideration

943

Profit on sale of property and equipment

(348)

Deferred tax benefit

(2,403)

(62)

Loss on extinguishment of convertible loan notes

13,789

Changes in operating assets and liabilities:

Accounts receivable (including related parties)

(6,162)

486

Prepaid expenses and other current assets

(2,949)

(5,494)

Research and development incentives receivable

1,163

(2,815)

Accounts payable

142

(3,414)

Accrued expenses and other current liabilities

5,066

1,846

Deferred revenue

(43)

(48)

Other assets

(171)

(746)

Net cash used in operating activities

(3,088)

(24,611)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(5,552)

(722)

Proceeds from sale of property and equipment

388

Net cash used in investing activities

(5,164)

(722)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issue of shares and exercise of stock options

^[1]

Repayment of debt

(159)

Initial public offering costs

(2,165)

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 from issuance of ordinary shares, net of underwriters fees

102,765

Net cash (used in)/provided by financing activities

(159)

222,733

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

(5,539)

(6,795)

Net (decrease)/ increase in cash and cash equivalents

(13,950)

190,605

Cash and cash equivalents, beginning of the period

214,054

43,266

Cash and cash equivalents, end of the period

200,104

233,871

Supplemental cash flow disclosures:

Cash paid for interest

^[1]

1,844

Cash paid for income taxes

^[1]

150

Capital expenditures included in accounts payable

219

ROU assets obtained in exchange for operating lease liabilities

2,400

6,819

Asset retirement obligation

826

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

$ 3

Ordinary Shares

^[1]

Deferred A shares

Deferred B shares

Deferred C shares

^[1]

Series B shares

Nature of Business and Basis of Presentation

$ 53,721

[1]	Indicates amounts less than thousand

Nature of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2022

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, cancer and immune tolerance. Vaccitech is headquartered in Harwell, Oxfordshire, United Kingdom. Vaccitech and its direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), 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 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. In addition, 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.

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 a 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 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. The condensed consolidated balance sheet as of December 31, 2021, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements.

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 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 Sheets as of September 30, 2022, and December 31, 2021, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements Of Changes In Redeemable Convertible Preferred Shares and Shareholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three months and nine months ended September 30, 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 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities Exchange Commission (the “Annual Report”) on March 25, 2022. 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 September 30, 2022, our results of operations for the three and nine months ended September 30, 2022, and 2021, and our cash flows for the nine months ended September 30, 2022, and 2021. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other interim periods.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 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.

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.

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 revenue, 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.

COVID-19 continues to have an impact, both directly and indirectly, on our business and operations, including continuing disruption to our clinical trial activities 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, 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 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.

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2022, and 2021 (in thousands, except number of shares):


	Three months ended September 30,			Nine months ended September 30,
	2022		2021	2022	2021
Numerator:
Net income / (loss)	$	8,221	(4,570)	26,484	(35,941)
Net loss attributable to noncontrolling interest		21	13	47	189
Net income / (loss) attributable to Vaccitech shareholders	$	8,242	(4,557)	26,531	(35,752)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,247,123	34,843,154	37,213,787	22,697,462
Effect of dilutive stock options		909,441	—	1,012,304	—
Weighted-average ordinary shares outstanding, diluted		38,156,564	34,843,154	38,226,092	22,697,462
Net income (loss) per share attributable to ordinary shareholders, basic	$	0.22	(0.13)	0.71	(1.58)
Net income (loss) per share attributable to ordinary shareholders, diluted	$	0.22	(0.13)	0.69	(1.58)

For the three and nine month period ended September 30, 2022, 3,201,290 and 2,697,808 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

For the three and nine month period ended September 30, 2021, 3,325,748 and 2,611,526 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

Property and equipment, net

9 Months Ended

Sep. 30, 2022

Property and equipment, net

Property and equipment, net

4.	Property and equipment, net

During the nine months ended September 30, 2022, the Company's additions to property and equipment were $6.8 million which primarily related to leasehold improvements of the Company's corporate headquarters (nine months ended September 30, 2021: $0.7 million).

Prepaid expenses and other current assets

9 Months Ended

Sep. 30, 2022

Prepaid expenses and other current assets.

Prepaid expenses and other current assets

5.	Prepaid expenses and other current assets (in thousands):


		September 30,		December 31,
	2022		2021
Prepayments and accrued income	$	7,902	$	4,612
Value Added Tax receivable		10		705
Employee retention and payroll tax credit		53		150
Lease incentive receivable		153		—
Others		130		995
Total	$	8,248	$	6,462

Accrued expenses and other current liabilities

9 Months Ended

Sep. 30, 2022

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities

6.	Accrued expenses and other current liabilities

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


	September 30,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	4,429	$	1,789
Accrued board of director compensation		12		91
Accrued bonus		1,364		1,333
Accrued payroll and employee benefits		1,094		1,072
Accrued professional fees		1,785		2,338
Accrued other		2,639		1,252
Total	$	11,323	$	7,875

Series A preferred shares and Series B preferred shares

9 Months Ended

Sep. 30, 2022

Series A preferred shares and Series B preferred shares

Series A preferred shares and Series B preferred shares

7.	Series A preferred shares and Series B preferred shares

On March 15, 2021, the Company issued 28,957 Series B preferred shares (‘‘Series B Shares’’) amounting to $125.2 million and incurred transaction costs of $3.4 million.

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 in aggregate.

Convertible loan notes

9 Months Ended

Sep. 30, 2022

Convertible loan notes

Convertible loan notes

8.	Convertible loan notes

The Company recognized interest expense of $2.6 million and a change in fair value of $6.0 million 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 nine month period ended September 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 were recognized at the settlement-date fair value of the Series B shares ($53.7 million) and a loss of $13.8 million 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 ($25.6 million) and the bifurcated conversion and redemption feature liability ($14.4 million).

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.

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Ordinary Shares

9 Months Ended

Sep. 30, 2022

Ordinary Shares.

Ordinary Shares

9.	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 $102.8 million after deducting underwriting commissions of $7.7 million and incurred offering cost of $2.2 million.

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 September 30, 2022:

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).

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Deferred Shares

9 Months Ended

Sep. 30, 2022

Deferred Shares.

Deferred Shares

10.	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 £1.0 million ($1.3 million) 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

9 Months Ended

Sep. 30, 2022

Fair value

Fair value

11.	Fair value

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

As of September 30, 2022, the Company had a contingent consideration liability of $2.8 million 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 nine months ended September 30, 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 was 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			Nine months ended
	September 30,			September 30,
	2022	2021		2022		2021
Beginning balance	2,727	$	—	$	2,371	$	20,109
Change in fair value recognized in net income/(loss)	317		—		943		(5,994)
Settlement via conversion	—		—		—		(14,375)
Foreign exchange translation recognized in other comprehensive loss	(208)		—		(478)		260
Ending balance	2,836	$	—	$	2,836	$	—

Contract Assets and Liabilities

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

9 Months Ended

Sep. 30, 2022

Goodwill.

Goodwill

12.Goodwill

The Company identified qualitative indicators of impairment due to a sustained decline in the price of the Company’s American Depositary Shares, whereby the market capitalization fell below the value of the net assets of the Company. Therefore, the Company performed an interim qualitative assessment as of September 30, 2022, to determine whether it was 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. No additional qualitative indicators of impairment were identified during the three month period ended September 30, 2022. The Company will perform its annual goodwill impairment test as of November 30, 2022.

Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Compensation

Share-Based Compensation

13.Share-Based Compensation

During the nine month period ended September 30, 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.

For the nine months ended September 30, 2022, the Company granted 2,265,040 options to employees and directors with a weighted average grant date fair value of $3.53 and a weighted average exercise price of $9.15 per share. For the nine months ended September 30, 2021, the Company granted 1,909,086 options to employees and directors with a weighted average grant date fair value of $10.94 and a weighted average exercise price of $13.72 per share of which 364,620 options were issued under the Enterprise Management Incentive Share Option Scheme which has been discontinued on adoption of the Vaccitech plc Share Award Plan 2021. For the nine months ended September 30, 2022, the Company canceled 372,916 options to employees and directors for forfeitures on unvested options when leaving the Company.

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


	Nine months ended
	September 30,
	2022		2021
Expected volatility	94.6	%	110.8	%
Expected term (years)	6.00		6.31
Risk-free interest rate	2.38	%	1.06	%
Expected dividend yield	—	%	—	%

As of September 30, 2022, 4,976,180 options with a weighted average exercise price of $8.90 were outstanding. As of September 30, 2022, there was $8.7 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.13 years.

No Restricted Stock Units (“RSUs”) were issued in the nine months ended September 30, 2022, and there were no RSUs outstanding during the period ended September 30, 2022. During the nine months ended September 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 $5.8 million recognized as compensation cost. No RSUs were issued in the three months ended September 30, 2021, and there were no RSUs outstanding during the period ended September 30, 2021.

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Research and development	$	535	$	496	$	2,065	$	1,457
General and administrative		569		2,878		5,771		11,450
Total	$	1,104	$	3,374	$	7,836	$	12,907

Contract Assets and Liabilities

9 Months Ended

Sep. 30, 2022

Contract Assets and Liabilities

14.	Contract Assets and Liabilities

The Company discloses Accounts receivable separately in the Condensed Consolidated Balance Sheets 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 September 30, 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 Sheets. 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:



	September 30, 2022
Balance as of December 31, 2021	$	(182)
Revenue recognized related to contract liability balance		40
Foreign exchange translation		31
Balance as of September 30, 2022	$	(111)

Revenue recognized related to the contract liability for the three and nine months ended September 30, 2022, was $0.01million and $0.04 million respectively. Revenue recognized related to the contract liability balance for the three and nine months ended September 30, 2021, was $0.02 million and $0.05 million respectively.

During the three months and nine months ended September 30, 2022, the Company recognized revenue of $6.2 million and $38.2 million respectively (three months and nine months ended September 30, 2021: $Nil and $Nil respectively) 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

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

Commitments and Contingencies

15.	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, human papillomavirus, hepatitis B virus and middle east respiratory syndrome. 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 September 30, 2022, and September 30, 2021.

Operating Leases

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

The Oxford Science Park, Oxford

The Company leased 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 was terminated on July 31, 2022, and the Company has relocated its corporate headquarters 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 property is the Company’s 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 $594 thousand (£534 thousand) which is included in Other assets.

Germantown, Maryland

On June 14, 2022, the Company entered into a lease agreement for the lease of approximately 19,700 square feet in Germantown, Maryland. The site will house the Company’s, state-of-the-art wet laboratory in the United States of America. The lease expires on February 28, 2034, with the Company having a single right to extend for an additional five years on the same terms and conditions other than for the base rent. The Company has a rent-free period up to February 29, 2024, and is entitled to up to $3.5 million for leasehold improvements to the premises desired by the Company. The Company has provided the lessor with a refundable security deposit of $192 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):


	September 30,			December 31,
	2022			2021
Right-of-use asset	$	7,558		$	7,257
Operating lease liability, current		186			523
Operating lease liability, noncurrent		8,071			6,540
Weighted average remaining lease term (years)		9.75			9.45
Weighted average discount rate		7.6	%		7.9	%

Other information

For the three months and nine months ended September 30, 2022, the Company recorded $152 thousand and $356 thousand respectively in short-term lease expense. No short-term lease expense was incurred for the three months and nine months ended September 30, 2021.

During the three months and nine months ended September 30, 2022, the Company recorded $490 thousand and $1.6 million respectively (three months and nine months ended September 30, 2021: $183 thousand and $372 thousand respectively) in operating lease costs (including short-term lease expense and variable lease costs).

Future annual minimum lease payments under operating leases as of September 30, 2022, were as follows (in thousands):


Remainder of 2022	$	(2,903)
2023		69
2024		1,643
2025		1,794
2026		1,818
Thereafter		11,328
Total minimum lease payments	$	13,749
Less: imputed interest		(5,494)
Total operating lease liability	$	8,257

The Company 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 must restore part of the building upon vacating the premises. The ARO liability totaled $0.7 million and $Nil as of September 30, 2022, and December 31, 2021, respectively and is 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

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Related Party Transactions

16.Related Party Transactions

During the three months and nine months ended September 30, 2022, the Company paid $24 thousand and $78 thousand (after offsetting lease costs for laboratory and office space in Oxford of $206 thousand against a refund of $129 thousand) respectively

(three months and nine months ended September 30, 2021: $110 thousand and $236 thousand respectively) to its shareholder, Oxford Science Enterprises plc, mostly related to the lease of a laboratory and office space in Oxford. The Company also received proceeds of $368 thousand from the sale of property plant and equipment and earned a profit of $331 thousand during the three months and nine months ended September 30, 2022. As of September 30, 2022, the Company has a net receivable of $Nil (December 31, 2021: net payable of $32 thousand) from Oxford Science Enterprises plc.

During the three months and nine months ended September 30, 2022, the Company incurred expenses of $nil and $217 thousand respectively (three months and nine months ended September 31, 2021: $170 thousand and $189 thousand respectively) to its shareholder, the University of Oxford, related to clinical study costs. As of September 30, 2022, the Company owed $nil (December 31, 2021: $Nil thousand) to University of Oxford.

During the three months and nine months ended September 30, 2022, the Company incurred expenses of $120 thousand and $381 thousand respectively (three months and nine months ended September 30, 2021: $134 thousand and $275 thousand respectively), and recognized license revenue of $6.2 million and $38.2 million respectively (three months and nine months ended September 30, 2021: $nil) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company's shareholder, the University of Oxford. As of September 30, 2022, the Company was owed $6.2 million (December 31, 2021: $21 thousand) from Oxford University Innovation Limited.

During the three months and nine months ended September 30, 2022, the Company incurred expenses of $nil and $1 thousand respectively (three months and nine months ended September 30, 2021: $32 thousand and $81 thousand respectively) to its shareholder, the Oxford University Hospitals, related to clinical study costs. As of September 30, 2022, the Company owed $nil (December 31, 2021: $Nil) to Oxford University Hospitals.

There were no convertible loan notes outstanding during the three months and nine months period ended September 30, 2022. During the nine months ended September 30, 2021, the interest on convertible loan notes issued to Oxford Science Enterprises plc and the University of Oxford, shareholders of the Company, was $Nil and $429 thousand. There were no convertible loan notes outstanding as of September 30, 2022, and December 31, 2021.

There were no Series B Shares issued or outstanding during the three months and nine months period ended September 30, 2022. On March 15, 2021, Oxford Science Enterprises plc subscribed to 3,468 Series B Shares in an amount of $15.0 million. The Company also recognized a loss of $2.1 million 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. As of September 30, 2022, and December 31, 2021, there were no Series B Shares outstanding.

Foreign currency translation

9 Months Ended

Sep. 30, 2022

Foreign currency translation

Foreign currency translation

Note 17. Foreign currency translation

The aggregate, net foreign exchange gain or loss included in determining net income recognized in general and administrative expenses for the three and nine months ended September 30, 2022, was a gain of $18.7 million and a gain of $39.1 million, respectively. The aggregate, net foreign exchange gain or loss included in determining net income recognized in general and administrative expenses for the three and nine months ended September 30, 2021, was a gain of $5.8 million and a gain of $6.4 million, respectively.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 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 revenue, 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. COVID-19 continues to have an impact, both directly and indirectly, on our business and operations, including continuing disruption to our clinical trial activities 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, 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 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.

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Net Income (Loss) Per Share

Schedule of computation of basic and diluted net income (loss) per share


	Three months ended September 30,			Nine months ended September 30,
	2022		2021	2022	2021
Numerator:
Net income / (loss)	$	8,221	(4,570)	26,484	(35,941)
Net loss attributable to noncontrolling interest		21	13	47	189
Net income / (loss) attributable to Vaccitech shareholders	$	8,242	(4,557)	26,531	(35,752)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,247,123	34,843,154	37,213,787	22,697,462
Effect of dilutive stock options		909,441	—	1,012,304	—
Weighted-average ordinary shares outstanding, diluted		38,156,564	34,843,154	38,226,092	22,697,462
Net income (loss) per share attributable to ordinary shareholders, basic	$	0.22	(0.13)	0.71	(1.58)
Net income (loss) per share attributable to ordinary shareholders, diluted	$	0.22	(0.13)	0.69	(1.58)

Prepaid expenses and other current assets (Tables)

9 Months Ended

Sep. 30, 2022

Prepaid expenses and other current assets.

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets (in thousands):


		September 30,		December 31,
	2022		2021
Prepayments and accrued income	$	7,902	$	4,612
Value Added Tax receivable		10		705
Employee retention and payroll tax credit		53		150
Lease incentive receivable		153		—
Others		130		995
Total	$	8,248	$	6,462

Accrued expenses and other current liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Accrued expenses and other current liabilities

Schedule of accrued expenses and other current liabilities

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


	September 30,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	4,429	$	1,789
Accrued board of director compensation		12		91
Accrued bonus		1,364		1,333
Accrued payroll and employee benefits		1,094		1,072
Accrued professional fees		1,785		2,338
Accrued other		2,639		1,252
Total	$	11,323	$	7,875

Fair value (Tables)

9 Months Ended

Sep. 30, 2022

Fair value

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

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			Nine months ended
	September 30,			September 30,
	2022	2021		2022		2021
Beginning balance	2,727	$	—	$	2,371	$	20,109
Change in fair value recognized in net income/(loss)	317		—		943		(5,994)
Settlement via conversion	—		—		—		(14,375)
Foreign exchange translation recognized in other comprehensive loss	(208)		—		(478)		260
Ending balance	2,836	$	—	$	2,836	$	—

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Compensation

Schedule of fair value stock option issued to employees


	Nine months ended
	September 30,
	2022		2021
Expected volatility	94.6	%	110.8	%
Expected term (years)	6.00		6.31
Risk-free interest rate	2.38	%	1.06	%
Expected dividend yield	—	%	—	%

Schedule of share based compensation expense

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Research and development	$	535	$	496	$	2,065	$	1,457
General and administrative		569		2,878		5,771		11,450
Total	$	1,104	$	3,374	$	7,836	$	12,907

Contract Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Contract Assets and Liabilities

Schedule of changes in contract liabilities during period



	September 30, 2022
Balance as of December 31, 2021	$	(182)
Revenue recognized related to contract liability balance		40
Foreign exchange translation		31
Balance as of September 30, 2022	$	(111)

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

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

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


	September 30,			December 31,
	2022			2021
Right-of-use asset	$	7,558		$	7,257
Operating lease liability, current		186			523
Operating lease liability, noncurrent		8,071			6,540
Weighted average remaining lease term (years)		9.75			9.45
Weighted average discount rate		7.6	%		7.9	%

Schedule of other information on lease liabilities

Schedule of future annual minimum lease payments under operating leases

Future annual minimum lease payments under operating leases as of September 30, 2022, were as follows (in thousands):


Remainder of 2022	$	(2,903)
2023		69
2024		1,643
2025		1,794
2026		1,818
Thereafter		11,328
Total minimum lease payments	$	13,749
Less: imputed interest		(5,494)
Total operating lease liability	$	8,257

Nature of Business and Basis of Presentation (Details)	May 04, 2021
Nature of Business and Basis of Presentation
Stock Split	309

Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income/(loss)	$ 8,221	$ 15,689	$ 2,574	$ (4,570)	$ (15,985)	$ (15,386)	$ 26,484	$ (35,941)
Net loss attributable to noncontrolling interest	21			13			47	189
Net income/(loss) attributable to Vaccitech plc shareholders	$ 8,242			$ (4,557)			$ 26,531	$ (35,752)
Denominator:
Weighted-average ordinary shares outstanding, basic	37,247,123			34,843,154			37,213,787	22,697,462
Effect of dilutive stock options	909,441						1,012,304
Weighted-average ordinary shares outstanding, diluted	38,156,564			34,843,154			38,226,092	22,697,462
Net income (loss) per share attributable to ordinary shareholders, basic	$ 0.22			$ (0.13)			$ 0.71	$ (1.58)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$ 0.22			$ (0.13)			$ 0.69	$ (1.58)

Net Income (Loss) Per Share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive securities excluded from computation of earnings per share
Shares excluded from the computation of diluted weighted-average shares outstanding	909,441		1,012,304
Stock options
Antidilutive securities excluded from computation of earnings per share
Shares excluded from the computation of diluted weighted-average shares outstanding	3,201,290	3,325,748	2,697,808	2,611,526

Property and equipment, net (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leasehold improvements
Property, plant and equipment
Property and equipment, additions	$ 6.8	$ 0.7

Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid expenses and other current assets.
Prepayments and accrued income	$ 7,902	$ 4,612
Value Added Tax receivable	10	705
Employee retention and payroll tax credit	53	150
Lease incentive receivable	153
Others	130	995
Total	$ 8,248	$ 6,462

Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities
Accrued manufacturing and clinical expenses	$ 4,429	$ 1,789
Accrued board of director compensation	12	91
Accrued bonus	1,364	1,333
Accrued payroll and employee benefits	1,094	1,072
Accrued professional fees	1,785	2,338
Accrued other	2,639	1,252
Total	$ 11,323	$ 7,875

Series A preferred shares and Series B preferred shares (Details) $ in Millions		3 Months Ended	9 Months Ended
	Mar. 15, 2021 USD ($) shares	Sep. 30, 2022 shares	Sep. 30, 2022 shares	May 04, 2021 shares	Mar. 31, 2021 £ / shares shares
Series B shares
Redeemable noncontrolling interest
Stock issued	28,957	0	0
Gross value of shares issued \| $	$ 125.2
Transaction costs \| $	$ 3.4
Deferred A shares
Redeemable noncontrolling interest
Shares issued upon automatic conversion					1
Nominal value per share \| £ / shares					£ 1.00
Deferred B shares
Redeemable noncontrolling interest
Shares issued upon automatic conversion				570,987
Deferred C shares
Redeemable noncontrolling interest
Shares issued upon automatic conversion				19,603,887
Ordinary Shares
Redeemable noncontrolling interest
Shares issued upon automatic conversion				19,603,887

Convertible loan notes (Details) - USD ($) $ in Thousands	9 Months Ended
Convertible loan notes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Debt instrument
Change in fair value of derivatives embedded in convertible loan notes		$ 5,994
Convertible loan notes.
Debt instrument
Interest expense recognized	$ 2,600
Change in fair value of derivatives embedded in convertible loan notes	$ 6,000

Convertible loan notes - Series B Shares (Details) $ in Thousands		9 Months Ended
	Mar. 15, 2021 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 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	$ 2,100
Series B shares \| Convertible loan notes.
Debt Instrument [Line Items]
Shares issued on conversion \| shares	12,421	12,421
Conversion price, multiplier	0.008
Fair value of shares issued on conversion		$ 53,700
Loss on extinguishment of convertible loan notes		13,800
Carrying amounts of the convertible loan notes		25,600
Conversion and redemption feature liability		$ 14,400

Ordinary Shares (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	May 04, 2021 USD ($) shares	Apr. 21, 2021	Sep. 30, 2022 Vote £ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 £ / shares shares	May 04, 2021 £ / shares shares	May 04, 2021 $ / shares shares
Ordinary Shares
Ordinary shares, shares authorized \| shares			37,291,492		37,188,730
Ordinary shares, nominal value \| £ / shares			£ 0.000025		£ 0.000025
Aggregate net proceeds from IPO				$ 102,765
Common shares, votes per share \| Vote			1
Percentage of ordinary shares present to exercise preemptive rights			75.00%
Maximum period to exercise preemptive rights			5 years
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	$ 102,800
Underwriting commissions	7,700
Offering cost	$ 2,200
Maximum period to exercise preemptive rights		5 years

Deferred Shares (Details) - Sep. 30, 2022 £ in Millions, $ in Millions	USD ($)	GBP (£)
Deferred A shares
Ordinary shares, liquidation preference	$ 1.3	£ 1.0

Fair value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Fair value and classified within Level 3
Beginning balance	$ 2,727	$ 2,371	$ 20,109
Change in fair value recognized in net income/(loss)	317	943	(5,994)
Settlement via conversion			(14,375)
Foreign exchange translation recognized in other comprehensive loss	(208)	(478)	$ 260
Ending balance	$ 2,836	$ 2,836

Fair Value - Additional information (Details) $ in Millions	Sep. 30, 2022 USD ($)
Avidea
Fair Value
Contingent consideration liability	$ 2.8

Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock option
Share-based Compensation Arrangement by Share-based Payment Award
Options outstanding			4,976,180
Weighted average exercise price of options outstanding			$ 8.90
Unrecognized compensation cost related to options			$ 8.7
Unrecognized compensation cost which is expected to be recognized over a weighted-average period			2 years 1 month 17 days
Stock option \| IPO
Share-based Compensation Arrangement by Share-based Payment Award
Number of awards vested				514,923
Compensation cost				$ 5.8
RSU
Share-based Compensation Arrangement by Share-based Payment Award
Number of awards granted	0		0
Number of shares outstanding	0		0	0
Vaccitech plc Share Award Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award
Number of unvested options canceled			372,916
Vaccitech plc Share Award Plan 2021 \| Stock option
Share-based Compensation Arrangement by Share-based Payment Award
Options granted			2,265,040
Weighted-average grant date per-share fair value of stock options granted			$ 3.53
Weighted average exercise price of options granted			$ 9.15
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
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
Options granted		364,620		1,909,086
Weighted-average grant date per-share fair value of stock options granted				$ 10.94
Weighted average exercise price of options granted				$ 13.72

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee - Enterprise Management Incentive Share Option Scheme	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Expected volatility	94.60%	110.80%
Expected term (years)	6 years	6 years 3 months 21 days
Risk-free interest rate	2.38%	1.06%

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation expense	$ 1,104	$ 3,374	$ 7,836	$ 12,907
Research and development
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation expense	535	496	2,065	1,457
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation expense	$ 569	$ 2,878	$ 5,771	$ 11,450

Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Contract Assets and Liabilities
Balance at beginning of period			$ (182)
Revenue recognized related to contract liability balance	$ 10	$ 20	40	$ 50
Foreign exchange translation			31
Balance at end of period	$ (111)		$ (111)

Contract Assets and Liabilities - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue recognized	$ 10	$ 20	$ 40	$ 50
License revenue
Revenue from related party transactions	$ 6,200	$ 0	$ 38,200	$ 0