0001104659-23-036275 | 10-K | XBRL Viewer

Ordinary shares, £0.000025 nominal value; 37,683,531 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 37,188,730)

Additional paid-in capital

379,504

369,103

Accumulated deficit

(103,243)

(108,585)

Accumulated other comprehensive loss - foreign currency translation adjustments

(33,460)

(8,488)

Total shareholders' equity attributable to Vaccitech plc shareholders'

242,896

252,125

Noncontrolling interest

305

437

Total shareholders' equity

243,201

252,562

Total liabilities and shareholders' equity

270,205

280,715

Deferred A shares

Deferred B shares

Deferred C shares

^[1]

$ 0

[1]	Indicates amount less than one thousand

CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Dec. 31, 2022	Dec. 31, 2021
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, authorized	37,683,531	37,188,730
Ordinary shares, issued	37,683,531	37,188,730
Ordinary shares, outstanding	37,683,531	37,188,730
Deferred A shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, authorized	63,443	63,443
Deferred shares, issued	63,443	63,443
Deferred shares, outstanding	63,443	63,443
Deferred B shares
Deferred shares, nominal value	£ 0.01	£ 0.01
Deferred shares, authorized	570,987	570,987
Deferred shares, issued	570,987	570,987
Deferred shares, outstanding	570,987	570,987
Deferred C shares
Deferred shares, nominal value	£ 0.000007	£ 0.000007
Deferred shares, authorized	27,828,231	27,828,231
Deferred shares, issued	27,828,231	7,960,458
Deferred shares, outstanding	27,828,231	7,960,458

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

General and administrative

$ 44,703

$ 268

Operating expenses

Research and development

42,350

20,371

6,394

25,118

Total operating expenses

48,744

45,489

Loss from operations

(4,041)

(45,221)

Other income (expense):

Change in fair value of derivatives embedded in convertible loan notes

5,994

Unrealized foreign exchange gain on convertible loan notes

209

Loss on extinguishment of convertible loan notes

(13,789)

Interest income

3,103

Interest expense

(19)

(2,668)

Research and development incentives

1,240

4,001

Other income, net

567

332

Total other income/(expense)

4,891

(5,919)

Profit/(loss) before income tax

850

(51,140)

Tax benefit

4,471

Net loss attributable to noncontrolling interest

5,321

(51,112)

247

Net income/(loss) attributable to Vaccitech shareholders

$ 5,342

$ (50,865)

Weighted-average ordinary shares outstanding, basic

37,248,126

25,894,375

Weighted-average ordinary shares outstanding, diluted

38,169,307

25,894,375

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

$ 0.14

$ (1.96)

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

$ 0.14

$ (1.96)

Other comprehensive loss - foreign currency translation adjustments

$ 5,321

$ (51,112)

(25,083)

(7,248)

Comprehensive loss

(19,762)

(58,360)

Comprehensive loss attributable to noncontrolling interest

132

250

Comprehensive loss attributable to Vaccitech plc shareholders

(19,630)

(58,110)

License revenue

^[1]

44,694

Service revenue

Research grants and contracts

$ 9

$ 184

[1]	Includes license revenue from related parties for the year ended December 31, 2022 totaling $43.7 million (December 31, 2021: $nil).

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
License revenue
Revenue from related parties	$ 43.7	$ 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
-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

Balance at the beginning at Dec. 31, 2020

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

Series A Redeemable Convertible Preferred Shares

Preferred Shares

Series B Redeemable Convertible Preferred Shares

Preferred Shares

Series B Redeemable Convertible Preferred Shares

Deferred A Shares

Deferred Shares

Deferred B Shares

Deferred Shares

Deferred C Shares

Ordinary Shares

Deferred C Shares

Deferred Shares

Ordinary Shares

Additional Paid-in-capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Noncontrolling Interest

Total

$ 33,765,000

$ 0

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

22,065

Increase (Decrease) in Temporary Equity

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

28,957

Issue of Series B shares, net of issuance costs

$ 121,837,000

Series B Shares issued on conversion of convertible notes

$ 53,721,000

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

12,421

Issue of Deferred A shares

$ (29,000)

$ (57,000)

$ 86,000

Conversion of Series A shares

$ (33,736,000)

Conversion of Series A shares (in shares)

(22,065)

Conversion of Series B shares

$ (175,501,000)

Conversion of Series B shares (in shares)

(41,378)

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

Balance at the beginning at Dec. 31, 2020

$ 0

^[1]

$ 0

^[1]

$ 21,660,000

$ (57,720,000)

$ (1,243,000)

$ 391,000

(36,912,000)

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

7,960,458

Increase (Decrease) in Stockholders' Equity

Foreign currency translation adjustments

16,487,000

(7,245,000)

(3,000)

(7,248,000)

Issue of ordinary shares (in shares)

(50,865,000)

(247,000)

(51,112,000)

Issue of ordinary shares

$ 9,000

960,691

Initial public offering, net of underwriting discounts

$ 0

^[1]

102,765,000

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

6,500,000

Offering Cost

(2,165,000)

Conversion of Series A shares

$ 3,000

$ 0

^[1]

$ 0

^[1]

33,733,000

33,736,000

Conversion of Series A shares (in shares)

198,585

6,818,085

Conversion of Series B shares

$ 5,000

$ 0

^[1]

$ 0

^[1]

175,496,000

175,501,000

Conversion of Series B shares (in shares)

372,402

12,785,802

Issue of Deferred shares

^[1]

$ 0

Issue of Deferred shares (in shares)

63,443

263,886

Issue of shares to Non-controlling interest

296,000

Issue of shares on acquisition of subsidiary (in shares)

2,163,694

Issue of shares on acquisition of subsidiary

$ 0

^[1]

21,118,000

Balance at the end at Dec. 31, 2021

$ 86,000

$ 8,000

$ 0

^[1]

$ 1,000

^[1]

369,103,000

(108,585,000)

(8,488,000)

437,000

252,562,000

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

63,443

570,987

27,828,231

37,188,730

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

Increase (Decrease) in Stockholders' Equity

Foreign currency translation adjustments

9,877,000

(24,972,000)

(111,000)

(25,083,000)

Measurement period and contingent consideration adjustments

40,000

Issue of ordinary shares (in shares)

5,342,000

(21,000)

5,321,000

Issue of ordinary shares

$ 0

^[1]

484,000

494,801

Balance at the end at Dec. 31, 2022

$ 86,000

$ 8,000

$ 0

$ 1,000

$ 379,504,000

$ (103,243,000)

$ (33,460,000)

$ 305,000

$ 243,201,000

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

63,443

570,987

27,828,231

37,683,531

[1]	Indicates amount less than one thousand

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

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

$ 5,321

$ (51,112)

Depreciation and amortization

9,877

16,487

4,323

602

Non-cash lease expenses

1,216

338

Change in fair value of derivatives embedded in convertible loan notes

(5,994)

Unrealized foreign exchange gain on convertible loan notes

(209)

Non-cash gain on foreign currency remeasurement and other non-cash adjustments

(24,905)

Change in contingent consideration

(73)

Non cash interest expense

813

Loss on extinguishment of convertible loan notes

13,789

Deferred tax expense

(4,337)

(119)

Profit on sale of property and equipment

(348)

Changes in operating assets and liabilities:

Accounts receivable (including related parties)

(5,833)

559

Prepaid expenses and other current assets

(2,170)

(4,221)

Research and development incentives receivable

1,158

(3,607)

Accounts payable

1,140

(3,528)

Accrued expenses and other current liabilities

751

4,417

Deferred revenue

(183)

(63)

Other assets

(387)

(735)

Net cash used in operating activities

(14,431)

(32,583)

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary, net of cash acquired

(11,766)

Proceeds from sale of property and equipment

388

Purchases of property and equipment

(6,138)

(1,146)

Net cash used in investing activities

(5,750)

(12,912)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issue of shares from the exercise of stock options

^[1]

Contributions from noncontrolling interest

296

Repayment of debt

(159)

Transaction costs for Series B shares

(3,402)

Proceeds from issue of Series B shares

125,239

Initial public offering cost

(2,165)

Proceeds from initial public offering

102,765

Proceeds from issue of ordinary shares

484

Net cash provided by financing activities

325

222,742

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

187

(6,459)

Net (decrease)/ increase in cash and cash equivalents

(19,669)

170,788

Cash and cash equivalents, beginning of the year

214,054

43,266

Cash and cash equivalents, end of the year

194,385

214,054

Supplemental cash flow disclosures:

Cash paid for interest

^[1]

1,844

Cash paid for income taxes

^[1]

152

Conversion of Series A and B to ordinary shares

209,229

Cash consideration on acquisition of subsidiary payable

400

Purchases of property and equipment included in accounts payable and accrued liabilities

559

168

ROU assets obtained in exchange for operating lease liabilities

2,400

6,819

Asset retirement obligation

999

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

(207)

Measurement period adjustments

(38)

Contingent Consideration settled in equity

Ordinary shares

$ 0

^[1]

21,118

Deferred A shares

Deferred B shares

Deferred C shares

^[1]

Series B shares

Nature of Business and Basis of Presentation

$ 53,721

[1]	Indicates amount less than one thousand

Nature of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2022

Nature of Business and Basis of Presentation

1. Nature of Business and Basis of Presentation

Nature of business

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 constituted 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 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 subsidiary 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 further generate revenue or achieve profitability.

Basis of presentation

The accompanying 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 annual financial reporting. The Company’s reporting currency is the U.S. dollar.

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 consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

As of December 31, 2022, the Company had cash and cash equivalents of $194.4 million and an accumulated deficit of $103.2 million. Although the Company has recorded net income for the year ended December 31, 2022, the Company expects to incur losses for the foreseeable future. The Company expects that its cash and cash equivalents will be sufficient to fund current operations for at least the next twelve months from the issuance of the financial statements. The Company expects to seek additional funding through equity financings, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders. If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

The 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.

Guarantees and indemnifications

As permitted under the laws of England and Wales, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through the years ended December 31, 2022 and 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Use of estimates

The preparation of 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 consolidated financial statements and the reported amounts of revenue, costs and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue, expenses, leases, accruals and prepayments for external manufacturing of clinical trial material as well as clinical study conduct, fair value of contingent consideration, impairment of goodwill and intangible assets, and the fair value of ordinary shares and share-based compensation. 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 consequently no additional risk or negative impact on the 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 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 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Vaccitech and those entities in which it has a controlling interest. Intercompany amounts are eliminated on consolidation. Amounts attributable to the noncontrolling interest are presented as a separate element of equity in the accompanying consolidated financial statements.

Comprehensive loss

Comprehensive loss for all periods presented is comprised primarily of net income (loss) and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Foreign currency translation

The Company’s reporting currency is the United States dollar. The functional currency of the parent and each subsidiary is the currency of the country and economic environment in which it is located. Assets and liabilities of each legal entity denominated or measured in a currency other than British Pounds are first translated into British pounds and consolidated. The consolidated balances are then converted into United States dollars at period-end exchange rates. Revenues and expenses are translated into British pounds, then into U.S. dollars at average exchange rates for each reporting period. Translation adjustments are reflected as accumulated other

comprehensive loss within shareholders’ equity. Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss. The aggregate net foreign exchange gain or loss included in determining net loss was a gain of $26.4 million and gain of $0.3 million for the years ended December 31, 2022 and 2021, respectively.

Segment information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, the research and development of immunotherapies and vaccines.

Noncontrolling interest

Vaccitech established VOLT with a related party. As of December 31, 2021, Vaccitech contributed cash and intellectual property with an aggregate value of $11.9 million for a 76% controlling interest. The related party contributed cash and intellectual property with an aggregate value of $3.8 million for a 24% noncontrolling interest. There were no further contributions in the year ended December 31, 2022. The contributed intellectual properties were initially recorded at investment date fair value by VOLT and immediately expensed as research and development costs. The Company accounts for the noncontrolling interest in the accompanying consolidated financial statements initially at fair value with the subsequent carrying value adjusted for the noncontrolling share of VOLT’s comprehensive loss.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with remaining maturities of three months or less on the purchase date to be cash and cash equivalents. Cash and cash equivalents include bank demand deposits and money market funds that are actively traded (a Level 1 input). As of December 31, 2022, and 2021 there were no cash equivalents.

Revenue

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

The Company has entered into collaboration and license agreements, which are within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include licenses, or options to obtain licenses, to product candidates or future product candidates. The Company also derives revenue from government grants.

Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as accounts receivable.

License revenue

The Company’s arrangements may provide the collaboration partner with the right to select a target for licensing either at the inception of the arrangement or in the future. Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii) upon extending the selection period as an extension fee or payment. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for fee or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the inception of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires.

For arrangements that include sales-based milestones and royalties, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). This could require management to estimate the amount of revenue to recognize in the period if the actual data for the period has not been provided.

Research and development services

The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company on behalf of the collaboration partner. For performance obligations that include research and development services, the Company recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which may include input measure such as costs incurred during the reporting period or ratably over the service period.Reimbursements from the partner are evaluated as to whether the Company acts as a principal or an agent in such relationships. The Company evaluates whether control over the underlying goods or services were obtained prior to transferring these goods or services to the collaboration partner. Where the Company does not control the goods or services prior to transferring these goods or services to the collaboration partner, such reimbursements are presented net of costs.At the inception of each arrangement that includes development milestone payments in respect of development efforts, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated development milestone value is included in the transaction price. Development milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular development milestone in making this assessment. There is judgment involved in determining whether it is probable that a significant revenue reversal would not occur.At the end of each reporting period, the Company reevaluates the probability of achievement of all development milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. If a milestone or other variable consideration relates specifically to the Company’s efforts to satisfy a single performance obligation or to a specific outcome from satisfying the performance obligation, the Company generally allocates the milestone amount entirely to that performance obligation once it is probable that a significant revenue reversal would not occur. To date, the Company has not recognized any development milestone revenue resulting from any of its arrangements.

Research grants

The Company receives certain government grants which support its research efforts in defined projects and include contributions towards the research and development costs. When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, government grants are recognized as revenue on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate. Government grant revenue may be subject to review by a government authority in periods subsequent to its recognition and may result in the reversal of grant revenue previously recognized. Payments received in advance of incurring reimbursable expenses are recorded as deferred revenue.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. The Company’s standard payment terms are 30 days’.

The Company recognizes revenue earned in connection with the license and services provided to customers and grantors. The Company provides credit to the grantors in the normal course of providing such services based on evaluations of their financial condition and generally does not require collateral. To manage accounts receivable credit risk, the Company monitors the creditworthiness of its grantors. Historically, the Company has not experienced any credit losses related to accounts receivable and does not maintain allowances for uncollectible amounts.

Licensees and grantors that represented 10% of more of the Company’s revenue and accounted for 10% or more of accounts receivable are presented below:


		Year ended		Year ended
		December 31,		December 31,
Revenue	Country	2022		2021
Oxford University Innovation	U.K.	98	%	—	%
U.S. Biomedical Advanced Research and Development Authority (“BARDA”)	U.S.	—	%	69	%
Enara Bio	U.K.	—	%	31	%


		As of		As of
		December 31,		December 31,
Accounts Receivable	Country	2022		2021
Scancell	U.K.	4	%	100	%
Oxford University Innovation	U.K.	94	%	—

Allowance for credit losses

The Company evaluates its cash equivalents and accounts receivable for expected credit losses. Expected credit losses represent the portion of the amortized cost basis of a financial asset that an entity does not expect to collect. An allowance for expected credit losses is meant to reflect a risk of loss even if remote, irrespective of the expectation of collection from a particular issuer or debt security. The Company has not historically experienced any credit losses on any of its financial assets. With respect to cash equivalents and accounts receivable, given consideration of their short maturity, historical losses and the current market environment, the Company concluded there are no expected credit losses for these financial assets.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:


Asset Category		Estimated Useful Life
Office furniture and equipment		3 years
Laboratory equipment		4 years
Leasehold improvements		Lesser of lease term or estimated useful lives

Intangible assets acquired through business combinations

Intangible assets consist of acquired developed technology. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is 10 years.

Impairment of long-lived assets

The Company reviews long-lived assets to be held and used, including property and equipment , intangible assets and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Evaluation of recoverability is first based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. In the event such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values. No such impairments were recorded during the year ended December 31, 2022 and 2021.

Goodwill

Goodwill represents the excess of cost over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of a reporting unit with its carrying amount. If the fair value exceeds the carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. For the years ended December 31, 2022 and 2021, goodwill has been tested and there is no impairments.

Financial instruments

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

Fair value measurements

The Company follows the guidance in ASC 820, Fair Value Measurements and Disclosures, which defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those

that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may change for many instruments. This condition could cause an instrument to be reclassified within levels in the fair value hierarchy. There were no transfers within the fair value hierarchy during the years ended December 31, 2022 and 2021.

Leases

Leases are accounted for under ASC 842, Leases (“ASC 842”) resulting in the recognition of lease liabilities and right-of-use assets. The Company only has operating leases. The Company has elected the practical expedient allowed under ASC 842 to account for each lease component (e.g., the right to use office space) and the associated non-lease components (e.g., maintenance services) as a single lease component. The Company also elected the short-term lease accounting policy for all asset classes; therefore, the Company is not recognizing a lease liability or right-of-use asset for any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

Variable lease payments such as the Company’s share of real estate taxes, utilities, and common area maintenance, are reported as non-lease operating expenses.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. 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 in determining the present value of lease payments.

Right-of-use assets also include the effect of any lease payments made and exclude lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized as part of total operating expenses on a straight-line basis over the lease term. The difference between the value of the right of use asset and lease liability is due to the reclassification of prepaid rent and unamortized lease incentives.

Research and development

Research and development costs are expensed as incurred on an accruals basis. Research and development costs include payroll and personnel expense (including share-based compensation), consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overheads including depreciation and amortization, facility costs, and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided.

Clinical trial costs

Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activation, and other information provided to the Company by its vendors.

Patent and licensing costs

Patent and licensing costs are expensed as incurred because their realization is uncertain.

Embedded derivatives

The Company reviews the terms of convertible loan notes and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

Derivative financial instruments are initially measured at fair value, and then re-valued at each reporting date, with changes in the fair value reported as charges or credits to consolidated statements of operations and comprehensive loss. To the extent that the initial fair

values of the freestanding and/or bifurcated derivative instrument exceed the total proceeds received an immediate charge to the consolidated statements of operations and comprehensive loss is recognized to initially record the derivative instrument at fair value.

The discount from the face value of the convertible loan notes resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to consolidated statements of operations and comprehensive loss, using the effective interest method.

Embedded derivatives bifurcated are presented along with the host contract on the balance sheets.

Ordinary shares

Ordinary shares are classified in shareholders’ equity and represent issued share capital.

Additional paid-in capital

Additional paid-in capital is classified in shareholders’ equity deficit and represents the share premium account, where the difference between the price paid per share and the nominal value is recognized. The equity element of share based compensation is also recognized in additional paid in capital.

Share based compensation

The Company grants options over ordinary shares and restricted shares units to employees or Non-Executive Directors and accounts for share based compensation using the grant date fair value. Share based compensation awards are classified in the accompanying statements of operations based on the function to which the related services are provided. For service-based awards, compensation expense is generally recognized over the requisite service period of the awards, usually the vesting period. The Company applies the “multiple option” method of allocating expense. In applying this method, each vesting tranche of an award is treated as a separate grant and recognized on a straight-line basis over that tranche’s vesting period. For performance-based awards where the vesting of the awards may be accelerated upon the achievement of certain milestones, vesting and the related share-based compensation is recognized as an expense when it is probable the milestone will be met. Assumptions used in the option pricing model include the following:

Expected volatility. The Company lacks sufficient company-specific historical and implied volatility information for its ordinary shares. Therefore, it estimates its expected share volatility based on the available historical volatility of the Company since IPO, and publicly traded peer companies. The Company expects to transition to its own volatility when it has adequate historical data of its own traded share price.

Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The “simplified” method was determined to be appropriate as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded.

Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award.

Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future.

The Company has elected to recognize the effect of forfeitures on share-based compensation when they occur. Any differences in compensation recognized at the time of forfeiture are recorded as a cumulative adjustment in the period where the forfeiture occurs.

When awards are modified, the Company compares the fair value of the affected award measured immediately prior to modification to its value after modification. To the extent that the fair value of the modified award exceeds the original award, the incremental fair value of the modified award is recognized as compensation on the date of modification for vested awards, and over the remaining vesting period for unvested awards.

Income taxes

The financial statements reflect provisions for income taxes in the United Kingdom and foreign jurisdictions. Deferred tax assets and liabilities represent future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. To date, the Company has not incurred interest and penalties related to uncertain tax positions nor has it recorded any unrecognized tax benefits.

Research and development incentives

In the United Kingdom, the Company is entitled to a research and development tax relief for small and medium-sized enterprises which allows for an enhanced deduction rate of 230% on qualifying research and development expenditure (the tax relief). If the Company incurs tax losses, the Company is entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief. As the realization of the tax relief does not depend on our generation of future taxable income or the Company’s ongoing tax status or tax position, the Company does not consider the tax relief as an element of income tax accounting under ASC 740, Income taxes and records the tax relief as a form of government grant or assistance. For the years ended December 31, 2022 and 2021, the Company recognized research and development incentives of $1.2 million and $4.0 million respectively. For the year ended December 31, 2022, the recognized research and development incentives was restricted by the available tax losses in the UK for the period.

Net income/ (loss) per share

Basic net income/ (loss) per share is computed by dividing the net income/(loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities. Net income/ (loss) attributable to ordinary shareholders is computed as if all net income/ (loss) for the period had been distributed. During periods in which the Company incurred a net loss, the Company allocates no net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company.

The Company computes diluted net income/ (loss) per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive.

Diluted net income/ (loss) per share is computed by dividing the net income/ (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.

Contingent liabilities

A provision for contingent liabilities is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is a party to certain litigation and disputes arising in the normal course of business. As of December 31, 2022, the Company does not expect that such matters will have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by 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 applications 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 the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes, related to the approach for allocating income tax expense or benefit for the year to continuing operations, discontinued operations, other comprehensive income, and other charges or credits recorded directly to shareholders’ equity; the methodology for calculating income taxes in an interim period; and the recognition of deferred tax liabilities for outside basis differences. On January 1, 2022, the Company adopted ASU 2019-12 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832) — Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our current operations.

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination

Business Combination

3. Business Combination

On December 9, 2021, the Company executed an Agreement and Plan of Merger and Reorganization (the “Agreement”) by and among the Company, VA Merger Sub 1 Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub 1”), VA Merger Sub 2, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 2”), Avidea Technologies, Inc., a Delaware corporation (“Avidea”), and Benjamin Eisler, solely in his capacity as security holder representative, pursuant to which the Company acquired 100% of the fully diluted equity of Avidea. On December 10, 2021, the parties closed the transactions contemplated by the Agreement. Merger Sub 1 merged with and into Avidea, with Avidea surviving as a wholly owned subsidiary of the Company, the (“First Merger”). Promptly following the First Merger, and as part of the same overall transaction, Avidea merged with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned direct subsidiary of the Company, the “Second Merger”, and together with the First Merger, (the “Mergers”).

In the fourth quarter of 2022, the Company completed the accounting for the acquisition and recorded measurement period adjustments of $0.44 million attributable to working capital that existed as of the acquisition date by adjusting the consideration transferred. The effect of these measurement period adjustments resulted in a decrease of goodwill by $0.42 million and other current assets by $0.02 million. The adjustment to general and administrative expense relating to the income effects that would have been recognized in 2021 if the adjustment to provisional amounts was recognized as of the acquisition date was not material.

The following table summarizes changes in goodwill (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Beginning balance	$	12,630	$	—
Additions		—		12,630
Measurement period adjustments		(421)		—
Ending balance	$	12,209	$	12,630

Pursuant to the terms of the Agreement, the Company acquired Avidea for an up-front amount of $32.8 million (after working capital adjustments), of which $11.8 million was payable in cash and $21.0 million in 2,151,831 of the Company’s American Depositary Shares, each representing one ordinary share of the Company (the “ADSs”). In addition, Avidea’s stockholders may be entitled to receive an aggregate of up to $40.0 million in additional payments payable in a combination of cash and ADSs upon the achievement of certain milestones (the “Milestones”). The consideration payable pursuant to each Milestone is referred to herein as the “Contingent Consideration”.

The following table summarizes the estimated purchase consideration of $35.2 million (after measurement period adjustments), which consisted of:


Cash consideration	$	11.8
Equity consideration¹		21.0
Estimated fair value of Contingent Consideration		2.4
	$	35.2

¹Represents the fair value of equity consideration issued to Avidea shareholders, consisting of 2,163,694 ADSs, at $9.76 per ADS the closing price of the Company’s ADS on December 10, 2021 adjusted by the return of 11,863 ADSs at $3.20 per ADS, the closing price of the Company’s ADS on the date of determination of the working capital shortfall. The shares were not returned to the Company, but utilized in part, to settle the milestone liability that arose on the signing of the Scancell agreement discussed below.

Contingent Consideration represents additional payments that the Company may be required to make in the future, which totals up to $40.0 million of which $15.0 million is dependent upon the earlier of either: i) availability of patient data showing that ChAdOx used in combination with SNAPvax results in non-inferior T cell responses as compared with ChAdOx used in combination with MVA in at least 8 patients, or ii) upon initiation of the first Phase 2b clinical study for any SNAPvax product candidate. $ 25.0 million is dependent on a license or sale of any Avidea technology or product candidates i) developed wholly or in part by an Avidea employee or ii) covered by a claim of an issued patent or a patent application owned or controlled by Avidea at the time of closing. The fair value of Contingent Consideration is considered a Level 3 fair value measurement and was determined using a probability weighted model based on the probability of pursuit, the probability of success of the achievement of the milestone, and the expected date of milestone achievement. The liability for Contingent Consideration is remeasured at each reporting period until the contingency is resolved. Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period.

The following table summarizes changes in the fair value of Contingent Consideration (in thousands):


	Year ended	Year ended
	December 31,	December 31,
	2022	2021
Beginning balance	2,371	—
Additions	—	2,354
Change in fair value recognized in net income/(loss)	(73)	(30)
Settlement of contingency	(325)	—
Foreign exchange translation recognized in other comprehensive loss	(262)	47
Ending balance	1,711	2,371

On November 2, 2022, the Company entered into an agreement with Scancell to out-license the SNAPvax which resulted in additional amount $0.3 million becoming payable in connection with the acquisition of Avidea. The Company settled the liability in February 2023 by issuing a further 28,618 ADSs at $2.74 per ADS with the balance of $0.1 million paid in cash. The shares issuable as of December 31, 2022, are included in outstanding shares in the calculation of basic earnings per share beginning on the date the contingency was resolved.

The Company incurred approximately $0.9 million in transaction costs related to the Avidea acquisition. The transaction costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The estimate of fair value as of the acquisition date required the use of significant assumptions and estimates. Critical estimates included, but were not limited to developer margins, mark up on costs, opportunity costs and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.

The allocation of purchase price to the identifiable assets acquired and liabilities assumed was as follows:


Recognized identifiable assets acquired and liabilities assumed (in thousands):
Cash and cash equivalents	$	38
Accounts receivable		56
Prepaid, other current assets and non-current assets		315
Property and equipment, net		327
Developed technology		31,612
Accounts payable, accrued expenses, other current liabilities, and debt		(1,116)
Deferred tax liabilities, net		(8,203)
Net assets acquired		23,029
Goodwill		12,209
Estimated total purchase consideration	$	35,238

The purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The recognized goodwill is attributable to the assembled workforce of Avidea and the anticipated synergies. None of the goodwill resulting from the acquisition is deductible for tax purposes. The acquisition of Avidea did not result in any changes to the Company’s operating or reportable segment structure and the Company continues to operate as one operating segment.

Developed technology was valued using the cost approach, which involved significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The assumptions used in developing the valuation included the estimated market rate for salary, bonus and benefits for staff involved in the development of technology, a developer’s margin which reflects the profit margin a third party would earn on development activities and an opportunity cost which represents the foregone cashflows during the period of development. The fair value of developed technology is amortized over a useful life of 10 years.

For the year ended December 31, 2021, Avidea contributed a net loss from operations of $0.3 million. No revenue was earned during the year ended December 31, 2021, from the acquisition of Avidea.

Supplemental Pro Forma Information

The following supplemental unaudited pro forma financial information presents the combined results of operations for each of the periods presented, as if the Avidea acquisition occurred on January 1, 2020. The pro forma financial information is presented for illustrative purposes only, based on currently available information and certain estimates and assumptions we believe are reasonable under the circumstances, and is not necessarily indicative of future results of operations or the results that would have been reported if the Avidea Acquisition had been completed on January 1, 2020. These results are adjusted to present (1) acquisition related cost as if they were incurred as of January 1, 2020 and (2) the amortization of developed technology and the unwinding of the discount on the consideration as if the fair value adjustment and the contingent consideration was recognized as January 1, 2020. These results do not include any anticipated synergies or other expected benefits of the acquisition.


	Year ended		Year ended
	December 31,		December 31,
	2021		2020
Revenue	$	1,003	$	7,015
Net Loss	$	(55,336)	$	(21,962)

Foreign Currency Translation in General and Administrative Expenses

12 Months Ended

Dec. 31, 2022

Foreign Currency Translation in General and Administrative Expenses

Foreign Currency Translation in General and Administrative Expenses

4. Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss included in determining net income/ (loss) recognized in general and administrative expenses for the year ended December 31, 2022, and 2021, was a gain of $26.4 million and a gain of $0.3 million, respectively.

Net Income/(Loss) Per Share

12 Months Ended

Dec. 31, 2022

Net Income/(Loss) Per Share

Net Income/(Loss) Per Share

5. Net Income/(Loss) Per Share

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


	Year ended		Year ended
	December 31,		December 31,
Numerator:	2022		2021
Net income/ (loss)	$	5,321	$	(51,112)
Net loss attributable to noncontrolling interest		21		247
Net income/ (loss) attributable to Vaccitech shareholders	$	5,342	$	(50,865)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,248,126		25,894,375
Effect of dilutive stock options		921,181		—
Weighted-average ordinary shares outstanding, diluted		38,169,307		25,894,375
Net income/ (loss) per share attributable to ordinary shareholders, basic	$	0.14	$	(1.96)
Net income/ (loss) per share attributable to ordinary shareholders, diluted	$	0.14	$	(1.96)

Potential ordinary shares issuable for stock options that are excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact are as follows:


	Year ended	Year ended
	December 31,	December 31,
	2022	2021
Stock options	2,912,756	2,604,969

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property and Equipment, Net

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):


	December 31,		December 31,
	2022		2021
Office furniture and equipment	$	1,041	$	232
Laboratory equipment		4,312		1,855
Leasehold improvements		3,926		628
Property and equipment, at cost		9,279		2,715
Less: accumulated depreciation		(1,322)		(886)
Property and equipment, net	$	7,957	$	1,829

Depreciation expense for the year ended December 31, 2022 was $1.1 million (December 31, 2021: $0.4 million).

Intangible assets, net

12 Months Ended

Dec. 31, 2022

Intangible assets, net

Intangible assets, net

7. Intangible assets, net

The gross amount of amortizable intangible assets, consisting of developed technology, was $31.6 million as of December 31, 2022 and 2021, respectively, and accumulated amortization was $3.3 million and $0.2 million as of December 31, 2022 and 2021, respectively. The amortization expense for the year ended December 31, 2022 was $3.2 million (December 31, 2021: $0.2 million). The estimated annual amortization expense is $3.1 million for the years 2023 through to 2031.

Prepaid and other current assets

12 Months Ended

Dec. 31, 2022

Prepaid and other current assets

Prepaid and other current assets

8. Prepaid and other current assets

Prepaid and other current assets consist of the following (in thousands):


	December 31,		December 31,
	2022		2021
Prepayments and accrued income	$	5,887	$	4,612
Value Added Tax receivable		—		705
Employee retention and payroll tax credit		48		150
Lease incentives receivable		1,770		—
Others		563		995
Total	$	8,268	$	6,462

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

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


	December 31,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	2,997	$	1,789
Accrued board of director compensation		9		91
Accrued bonus		1,925		1,333
Accrued payroll and employee benefits		928		1,072
Accrued professional fees		1,270		2,338
Accrued other		932		1,252
Total	$	8,061	$	7,875

Out-licenses and Grants

12 Months Ended

Dec. 31, 2022

Out-licenses and Grants

Out-licenses and Grants

10. Out-licenses and Grants

BARDA contract

BARDA is a division of the U.S. Department of Health and Human Services in the Office of the Assistant Secretary for Preparedness and Response that supports the advanced research and development, manufacturing, acquisition and stockpiling of medical countermeasures. Our contracts with BARDA, like those awarded by other U.S. government agencies, contain provisions not typically found in commercial contracts. Most notably, BARDA, or the U.S. government acting through BARDA, may terminate, modify or amend our contract, in whole or in part, for nearly any reason or no reason.

In February 2019, the Company entered into an agreement with BARDA to fund its clinical development of an influenza vaccine known as VTP-100. Under the contract, BARDA will reimburse the Company up to $8.6 million over two years for the research and development of VTP-100 through Investigational New Drug application, regulatory review, and development and execution of a Phase 2b human challenge protocol to assess safety, immunogenicity and efficacy as compared to placebo. The Company owns the intellectual property rights to inventions made in the performance of work under the BARDA contract, provided that the Company discloses such inventions to the U.S. government and notifies the U.S. government of the Company’s election to retain title. The U.S. government will have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, such inventions throughout the world, in addition to other rights customarily reserved by the U.S. government for intellectual property generated using government funds. During the year ended December 31, 2022, the Company recognized $9 thousand (December 31, 2021: $184 thousand) in revenue under the BARDA contract and had outstanding receivable of $nil as of December 31, 2022 (2021: $18 thousand receivable).

OUI license

In April 2020, the Company entered into an Amendment, Assignment and Revenue Sharing Agreement (“License Agreement Amendment”) with Oxford University Innovation, or OUI, which vested and assigned all intellectual property rights in relation to any ChAdOx1 or ChAdOx2 vector-based vaccine jointly owned by the Company and OUI in order to facilitate the license of vaccines based on the ChAdOx1 by OUI to AstraZeneca plc (“AstraZeneca”). Under this agreement, the Company is entitled to receive from OUI a share of all payments received by OUI from AstraZeneca in respect of the vaccine based on the ChAdOx1. On December 30, 2020, AstraZeneca announced that vaccine based on the ChAdOx1 which we refer to as Vaxzevria had been approved for emergency supply in the United Kingdom by the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA).

The Company determined that the intellectual property vested and assigned under the License Agreement Amendment is a functional intellectual property (that is, it has significant standalone functionality in the form of its ability to treat a disease or condition) and there is no expectation under the License Agreement Amendment that the Company will undertake activities to change the functionality. Consequently, the Company concluded that the nature of the Company’s promise in transferring the intellectual property is to provide a right to use the Company’s functional intellectual property. Accordingly, the Company recognizes revenue in manner that depicts the Company’s progress toward satisfying its performance obligation of providing access to its intellectual property throughout the license period based on the terms of OUI’s agreement with AstraZeneca.

On March 28, 2022, pursuant to the OUI License Agreement Amendment, we were notified of the commencement of payments, arising from AstraZeneca’s commercial sales of Vaxzevria. Under the terms of an exclusive worldwide license agreement between OUI and AstraZeneca, we understand OUI is entitled to milestone payments and royalties on commercial sales of Vaxzevria that began after the pandemic period. As part of the assignment from us to OUI, we are entitled to receive approximately 24% of payments received by OUI from AstraZeneca. For the year ended December 31, 2022, we recognized approximately $43.7 million as revenue (year ended December 31, 2021: $nil) and had an outstanding receivable of $5.5 million as of December 31, 2022 (2021; $nil).

Scancell contract

On November 2, 2022, the Company entered into an agreement with Scancell to grant a research and development license, consisting of upfront and development milestone and royalty payments, for the development and commercialization of the SNAPvax functional intellectual property. The Company recognized non-refundable upfront revenue, amounting to $0.7 million for the year ended December 31, 2022. As of December 31, 2022, $0.3 million was recorded as a receivable.

Contract assets and liabilities

The Company discloses Accounts receivable separately in the 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 December 31, 2022 and 2021 the Company did not have any contract assets.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract and are disclosed as deferred revenue separately in the 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 years ended December 31, 2022 and 2021, are as follows (in thousands):


	December 31,		December 31,
	2022		2021
Beginning balance	$	182	$	245
Revenue recognized related to contract liability balance		(158)		(63)
Foreign exchange translation		(24)		0	¹
Ending balance	$	—	$	182

¹Indicates amount less than one thousand

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Convertible loan notes

12 Months Ended

Dec. 31, 2022

Convertible loan notes

Convertible loan notes

11. Convertible loan notes

The Company recognized interest expense $2.7 million and a change in fair value $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 year ended December 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 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 Company valued the cash redemption features based on the difference of the present value of cash flows with and without the redemption features. The conversion features upon a nonqualified equity financing and qualified equity financing were valued based on the conversion formula stated in the convertible agreement, present valued at the risk-free rate for the expected period until the nonqualified equity financing and qualified equity financing (assumed and adjusted for the present value of cash flows of debt without the feature. The conversion features upon an exit event or maturity were valued using a Monte Carlo simulation model to fair value the convertible loan notes upon an exit event and maturity adjusted for the cash redemption value discounted at the risk-free rate. The probability of exercise of conversion feature or the cash redemption upon an exit event, nonqualified equity financing, qualified equity financing and maturity ranged from 5% -75%, the risk-free rate was 0.22% and the market cost of debt without the features was 11.80%. 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. Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period.

The changes in the fair value of the embedded derivatives in the convertible loan notes were as follows (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Beginning balance	$	—	$	20,109
Additions		—		—
Change in fair value recognized in the net loss		—		(5,994)
Settlement via conversion		—		(14,375)
Foreign exchange translation		—		260
Ending balance	$	—	$	—

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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Series A and Series B Shares

Series A and Series B Shares

12 Months Ended

Dec. 31, 2022

Series A and Series B Shares

12. Series A and Series B Shares

On March 15, 2021, the Company issued 28,957 Series B preferred shares (“Series B Shares”) amounting to $125.2 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.

Ordinary Shares

12 Months Ended

Dec. 31, 2022

Ordinary Shares

Ordinary Shares

13. 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 costs 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 December 31, 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).

As of December 31, 2022, the Company has reserved the following ordinary shares for future issuance:


Exercise of stock options		4,884,720
Shares available for future stock incentive plan awards		1,670,268
Total		6,554,988

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

12 Months Ended

Dec. 31, 2022

Deferred shares

14. 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 ($1.4 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.

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Compensation

Share-Based Compensation

15. Share-Based Compensation

On April 8, 2021, the Board of the Company adopted the Vaccitech plc Share Award Plan 2021 (“the Plan”) and the Vaccitech plc Non-Employee Sub-Plan which is a sub-plan of the Plan. Under the terms of the Plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights and restricted shares. The aggregate number of shares initially available for issuance under the Plan and the Vaccitech plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”). Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4% of the Company’s issued and outstanding ordinary shares (which 4% limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Compensation Committee of the Board in its discretion (the “Annual Increase”). The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date. Option awards generally vest over three years, but vesting conditions can vary at the discretion of the Company’s Board. As of December 31, 2022 and 2021, 1,670,268 and 2,127,920 ordinary shares are available for future grants, respectively.

In 2018, the Company’s board of directors adopted the Enterprise Management Incentive Share Option Scheme (the “EMI Plan”) which provided for the grant of incentive stock options and nonqualified stock options to non-director employees of the Company. The Company also has a nonqualified stock option plan for officers and directors. The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the board of directors and generally expire ten years from the grant date. Option awards generally vest over one to three years, but vesting conditions can vary at the discretion of the Company’s board of directors. A total of 3,530,634 ordinary shares were reserved for issuance in accordance with the provisions of the EMI Plan and restricted stock unit (“RSUs”) plan. Upon adoption of the Plan, no further awards are to be made under the EMI Plan.

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:


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Expected volatility	94.7	%	110.6	%
Expected term (years)	6.0		6.3
Risk-free interest rate	2.4	%	1.1	%
Expected dividend yield	—	%	—	%

Prior to the IPO, the Company applied a discount for lack of marketability calculated using the Finnerty model.

Expected volatility: Since there is insufficient trading history for the Company’s ordinary shares, the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options. To the extent that volatility of our share price increases in the future, our estimates of the fair value of options to be granted in the future could increase, thereby increasing share-based payment

expense in future periods. When selecting industry peers to be used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until sufficient historical information on volatility of its share price becomes available.

Expected term (years): Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.

Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant.

Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future.

A summary of stock option activity is presented below:


		Weighted-		Weighted-
		average		average
		Exercise		Remaining	Aggregate
	Number of	Price Per		Contractual	Intrinsic Value
	Stock Options	Option		Term (Years)	(in thousands)
Outstanding, January 1, 2022	3,186,818	$	8.63	8.78	$	16,952
Granted	2,296,303		9.06
Exercised	(187,662)		0.00034
Forfeited/expired	(410,739)		10.09
Outstanding, December 31, 2022	4,884,720	$	9.04	7.36	$	2,619
Exercisable, December 31, 2022	1,476,872	$	7.38	7.61	$	1,704

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

The weighted-average grant date per-share fair value of stock options granted during the year ended December 31, 2022 was $3.51 per share (December 31, 2021: $10.98 per share). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 was $0.8 million (December 31, 2021: $1.8 million). As of December 31, 2022, there was $7.1 million (2021: $12.5 million) of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.89 years.

No Restricted Stock Units (“RSUs”) were issued or outstanding for the year ended December 31, 2022. During the year ended December 31, 2021, 514,923 restricted stock units (including with 275,139 restricted stock units as a result of the antidilution provision) vested on occurrence of the IPO resulting in $5.8 million recognized as compensation cost. The incremental compensation cost as a result of the anti dilution provision was $4.4 million.

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


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Research and development	$	2,668	$	2,281
General and administrative		7,209		14,206
Total	$	9,877	$	16,487

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

16. Income Taxes

The components of income tax benefit are as follows (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Current income tax benefit:
United Kingdom	$	—	$	—
Foreign		133		(91)
Deferred income tax benefit:
United Kingdom		—		—
Foreign		4,338		119
Total income tax benefit, current	$	4,471	$	28

A reconciliation of income tax benefit computed at the UK statutory income tax rate to income tax benefit (expense) as reflected in the consolidated financial statements is as follows:


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Statutory tax rate	19.00	%	19.00	%
Increase (decreases) resulting from:
Permanent differences	(103.46)		3.16
Provision to return adjustments	(105.66)		0.85
Research and development credits	(307.09)		(10.30)
Foreign rate differential	(149.82)		0.07
Change in valuation allowance	146.55		(7.60)
Share based compensation	(10.21)		—
Other	—		(5.12)
Effective tax rate	(510.69)	%	0.06	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


		December 31,		December 31,
		2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	9,940	$	10,299
Research and development credit carryforwards		3,146		3,340
Deferred revenue		54		61
Share based compensation		3,956		1,816
Lease liability		2,257		1,752
Accruals and intangibles		765		235
Capitalized Research and Development expenditure		2,522		—
Other		1		—
Gross deferred tax asset		22,641		17,503
Valuation allowance		(13,707)		(13,500)
Net deferred tax assets		8,934		4,003
Deferred tax liabilities:
Depreciation		(1,704)		(283)
Right-of-use lease asset		(1,993)		(1,747)
Unrealized gain on investment		(1,204)		(1,346)
Intangible assets		(7,779)		(8,711)
Net deferred tax liabilities		(12,680)		(12,087)
Total deferred tax, net	$	(3,746)	$	(8,084)

Specified research and experimentation costs under Section 174 of the Internal Revenue Code are required to be capitalized and amortized ratably over five years for domestic expenditures and over 15 years for foreign expenditures. This provision of Section 174 became effective for tax years beginning after December 31, 2021. As a result of the capitalization of these costs in the current year, the Company has recorded a $2.5 million deferred tax asset.

As of December 31, 2022, the Company had a valuation allowance of $13.7 million (2021: $13.5 million) against its deferred tax assets, which consisted principally of net operating loss and research and development credit carryforwards. The Company considered the positive and negative evidence bearing upon its ability to realize the deferred tax assets. In addition to the Company’s history of cumulative losses, the Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets. Accordingly, a valuation allowance has been provided against its deferred tax assets. When the Company changes its determination as to the amount of its deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made.

As of December 31, 2022, the Company had NOL carryforwards totaling approximately $39.6 million which have an unlimited carryforward period, of which $35.1 million originate in the United Kingdom. As of December 31, 2022, the Company had $3.1 million of research and development tax credit carryforwards which also have an unlimited carryforward period.

As of December 31, 2021, the Company had NOL carryforwards totaling approximately $40.9 million which have an unlimited carryforward period, of which $37.8 million originate in the United Kingdom. As of December 31, 2021, the Company had $3.3 million of research and development tax credit carryforwards which also have an unlimited carryforward period.

As of December 31, 2022 and 2021, the Company does not have any material unrecognized tax benefit liabilities. The Company files income tax returns in the United Kingdom, Australia, and the United States. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. In the United Kingdom, tax years from 2019 remain subject to examination by Her Majesty’s Revenue and Customs. In all other jurisdictions, the tax years since inception remain subject to examination by the applicable taxing authorities as of December 31, 2022 and 2021.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Commitments and Contingencies

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

17. 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 years ended December 31, 2022, and 2021.

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 relocated its corporate headquarters to The Harwell Science and Innovation Campus, Oxfordshire, in the third quarter of 2022.

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 $0.6 million 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 $0.2 million 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 assets and lease liabilities are as follows (in thousands):


	December 31,			December 31,
	2022			2021
Right-of-use asset	$	7,753		$	7,257
Lease liability, current	$	433		$	523
Lease liability, noncurrent	$	8,340		$	6,540
Weighted average remaining lease term (years)		9.44			9.45
Weighted average discount rate		7.6	%		7.9	%
Other information
Short-term lease costs	$	529		$	21
Operating cash flows from operating leases	$	1,081		$	331

During the year ended December 31, 2022, the Company recorded $2.3 million (December 31, 2021: $0.7 million) in operating lease costs (including short-term lease costs and variable lease costs).

Maturities of the Company’s minimum lease liabilities as of December 31, 2022 were as follows (in thousands):


Maturity of lease liabilities:
2023	$	(3,013)
2024		1,729
2025		1,880
2026		1,904
2027		1,929
Thereafter		9,802
Total minimum lease payments		14,231
Less: imputed interest		(5,458)
Total lease liability	$	8,773

Non-lease and other costs paid to the lessors are primarily related to services provided by the lessors in operating the premises that includes fees, operating costs, taxes, and insurance related to the leased premises.

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.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Employee Benefit Plans

Employee Benefit Plans

18. Employee Benefit Plans

In the United Kingdom, the Company has adopted a defined contribution plan (the U.K. Plan) which qualifies under the rules established by HM Revenue & Customs. Contributions to the U.K. Plan are charged to the consolidated statements of operations and comprehensive loss in the year to which they relate.

The Company has 401(k) defined contribution retirement plans in which all its employees located in the United States are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. Contributions to the plans are charged to the consolidated statements of operations and comprehensive loss in the year to which they relate.

During the year ended December 31, 2022, the Company provided a total of $0.5 million (December 31, 2021: $0.2 million) in contribution under both the U.K. Plan and the 401(k) plans.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

19. Related Party Transactions

During the year ended December 31, 2022, the Company incurred expenses of $126 thousand (December 31, 2021: $318 thousand) to its shareholder, Oxford Science Enterprises plc (formerly, Oxford Sciences Innovation 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 for the year ended December 31, 2022. As of December 31, 2022, the Company owed $7 thousand (2021: $32 thousand) to Oxford Science Enterprises plc.

During the year ended December 31, 2022, the Company incurred expenses of $361 thousand (December 31, 2021: $191 thousand) to its shareholder, the University of Oxford, related to clinical study costs. As of December 31, 2022, the Company owed $nil (2021: $nil).

During the year ended December 31, 2022, the Company incurred expenses of $430 thousand (December 31, 2021: $379 thousand), and recognized license revenue of $43.7 million (December 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 December 31, 2022, the Company was owed $5.5 million (2021: $nil) from Oxford University Innovation Limited.

During the year ended December 31, 2022, the Company incurred expenses of $1 thousand (December 31, 2021: $80 thousand), to its shareholder, the Oxford University Hospitals, related to clinical study costs. As of December 31, 2022, the Company owed $nil (2021: $nil).

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

There were no Series B shares issued for the year ended December 31, 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 December 31, 2022 and 2021, there were no Series B Shares outstanding.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

20. Subsequent Events

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, 2023.

In the period from January 1, 2023, to February 28, 2023, we raised gross proceeds of $1.4 million from the issuance of 506,478 ordinary shares represented by ADSs through “at-the-market” offerings under the sales agreement with Jefferies LLC.

In January and February 2023, the Company granted a total of 1,973,529 share options to employees and directors with a weighted average exercise price of $2.53.

On January 18, 2023, we incorporated Vaccitech Switzerland GmbH, a wholly owned subsidiary of Vaccitech (UK) Limited.

In February 2023, we settled a portion of the technology milestone related to the acquisition of Avidea, through the payment of $0.1 million in cash and the issuance of 28,618 ordinary shares.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Principles of consolidation

Comprehensive loss

Comprehensive loss for all periods presented is comprised primarily of net income (loss) and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Foreign currency translation

Segment information

Noncontrolling interest

Business Combinations

Cash and cash equivalents

Revenue

License revenue

Research and development services

Research and development services

Research grants

Research grants

Concentrations of credit risk

Licensees and grantors that represented 10% of more of the Company’s revenue and accounted for 10% or more of accounts receivable are presented below:


		Year ended		Year ended
		December 31,		December 31,
Revenue	Country	2022		2021
Oxford University Innovation	U.K.	98	%	—	%
U.S. Biomedical Advanced Research and Development Authority (“BARDA”)	U.S.	—	%	69	%
Enara Bio	U.K.	—	%	31	%


		As of		As of
		December 31,		December 31,
Accounts Receivable	Country	2022		2021
Scancell	U.K.	4	%	100	%
Oxford University Innovation	U.K.	94	%	—

Allowance for credit losses

Property and equipment


Asset Category		Estimated Useful Life
Office furniture and equipment		3 years
Laboratory equipment		4 years
Leasehold improvements		Lesser of lease term or estimated useful lives

Intangible assets acquired through business combinations

Impairment of long-lived assets

Goodwill

Financial instruments

Fair value measurements

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Leases

Variable lease payments such as the Company’s share of real estate taxes, utilities, and common area maintenance, are reported as non-lease operating expenses.

Research and development

Clinical trial costs

Patent and licensing costs

Patent and licensing costs are expensed as incurred because their realization is uncertain.

Embedded derivatives

Embedded derivatives bifurcated are presented along with the host contract on the balance sheets.

Ordinary shares

Ordinary shares are classified in shareholders’ equity and represent issued share capital.

Additional paid-in capital

Research and development incentives

Income taxes

Net income/ (loss) per share

Contingent liabilities

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of concentration of credit risk


		Year ended		Year ended
		December 31,		December 31,
Revenue	Country	2022		2021
Oxford University Innovation	U.K.	98	%	—	%
U.S. Biomedical Advanced Research and Development Authority (“BARDA”)	U.S.	—	%	69	%
Enara Bio	U.K.	—	%	31	%


		As of		As of
		December 31,		December 31,
Accounts Receivable	Country	2022		2021
Scancell	U.K.	4	%	100	%
Oxford University Innovation	U.K.	94	%	—

Schedule of property and equipment

Property and equipment, net consists of the following (in thousands):


	December 31,		December 31,
	2022		2021
Office furniture and equipment	$	1,041	$	232
Laboratory equipment		4,312		1,855
Leasehold improvements		3,926		628
Property and equipment, at cost		9,279		2,715
Less: accumulated depreciation		(1,322)		(886)
Property and equipment, net	$	7,957	$	1,829

Property and equipment

Schedule of property and equipment


Asset Category		Estimated Useful Life
Office furniture and equipment		3 years
Laboratory equipment		4 years
Leasehold improvements		Lesser of lease term or estimated useful lives

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination

Summary of changes in the fair value of Contingent Consideration

The following table summarizes changes in the fair value of Contingent Consideration (in thousands):


	Year ended	Year ended
	December 31,	December 31,
	2022	2021
Beginning balance	2,371	—
Additions	—	2,354
Change in fair value recognized in net income/(loss)	(73)	(30)
Settlement of contingency	(325)	—
Foreign exchange translation recognized in other comprehensive loss	(262)	47
Ending balance	1,711	2,371

Avidea. [Member]

Business Combination

Summary of estimated purchase consideration

The following table summarizes the estimated purchase consideration of $35.2 million (after measurement period adjustments), which consisted of:


Cash consideration	$	11.8
Equity consideration¹		21.0
Estimated fair value of Contingent Consideration		2.4
	$	35.2

Schedule of allocation of purchase price to the identifiable assets acquired and liabilities assumed

The allocation of purchase price to the identifiable assets acquired and liabilities assumed was as follows:


Recognized identifiable assets acquired and liabilities assumed (in thousands):
Cash and cash equivalents	$	38
Accounts receivable		56
Prepaid, other current assets and non-current assets		315
Property and equipment, net		327
Developed technology		31,612
Accounts payable, accrued expenses, other current liabilities, and debt		(1,116)
Deferred tax liabilities, net		(8,203)
Net assets acquired		23,029
Goodwill		12,209
Estimated total purchase consideration	$	35,238

Schedule of supplemental proforma information


	Year ended		Year ended
	December 31,		December 31,
	2021		2020
Revenue	$	1,003	$	7,015
Net Loss	$	(55,336)	$	(21,962)

Net Income/(Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Net Income/(Loss) Per Share

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


	Year ended		Year ended
	December 31,		December 31,
Numerator:	2022		2021
Net income/ (loss)	$	5,321	$	(51,112)
Net loss attributable to noncontrolling interest		21		247
Net income/ (loss) attributable to Vaccitech shareholders	$	5,342	$	(50,865)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,248,126		25,894,375
Effect of dilutive stock options		921,181		—
Weighted-average ordinary shares outstanding, diluted		38,169,307		25,894,375
Net income/ (loss) per share attributable to ordinary shareholders, basic	$	0.14	$	(1.96)
Net income/ (loss) per share attributable to ordinary shareholders, diluted	$	0.14	$	(1.96)

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


	Year ended	Year ended
	December 31,	December 31,
	2022	2021
Stock options	2,912,756	2,604,969

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property and Equipment, Net

Schedule of property and equipment, net

Property and equipment, net consists of the following (in thousands):


	December 31,		December 31,
	2022		2021
Office furniture and equipment	$	1,041	$	232
Laboratory equipment		4,312		1,855
Leasehold improvements		3,926		628
Property and equipment, at cost		9,279		2,715
Less: accumulated depreciation		(1,322)		(886)
Property and equipment, net	$	7,957	$	1,829

Prepaid and other current assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid and other current assets

Schedule of prepaid expenses and other current assets

Prepaid and other current assets consist of the following (in thousands):


	December 31,		December 31,
	2022		2021
Prepayments and accrued income	$	5,887	$	4,612
Value Added Tax receivable		—		705
Employee retention and payroll tax credit		48		150
Lease incentives receivable		1,770		—
Others		563		995
Total	$	8,268	$	6,462

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,		December 31,
	2022		2021
Accrued manufacturing and clinical expenses	$	2,997	$	1,789
Accrued board of director compensation		9		91
Accrued bonus		1,925		1,333
Accrued payroll and employee benefits		928		1,072
Accrued professional fees		1,270		2,338
Accrued other		932		1,252
Total	$	8,061	$	7,875

Out-licenses and Grants (Tables)

12 Months Ended

Dec. 31, 2022

Out-licenses and Grants

Schedule of changes in the contract liabilities

Changes in the contract liabilities during the years ended December 31, 2022 and 2021, are as follows (in thousands):


	December 31,		December 31,
	2022		2021
Beginning balance	$	182	$	245
Revenue recognized related to contract liability balance		(158)		(63)
Foreign exchange translation		(24)		0	¹
Ending balance	$	—	$	182

¹Indicates amount less than one thousand

Convertible loan notes (Tables)

12 Months Ended

Dec. 31, 2022

Convertible loan notes

Schedule of changes in the fair value of the embedded derivatives


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Beginning balance	$	—	$	20,109
Additions		—		—
Change in fair value recognized in the net loss		—		(5,994)
Settlement via conversion		—		(14,375)
Foreign exchange translation		—		260
Ending balance	$	—	$	—

Ordinary Shares (Tables)

12 Months Ended

Dec. 31, 2022

Ordinary Shares

Summary of ordinary shares reserved for future issuance

As of December 31, 2022, the Company has reserved the following ordinary shares for future issuance:


Exercise of stock options		4,884,720
Shares available for future stock incentive plan awards		1,670,268
Total		6,554,988

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Compensation

Schedule of fair value stock option issued to employees


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Expected volatility	94.7	%	110.6	%
Expected term (years)	6.0		6.3
Risk-free interest rate	2.4	%	1.1	%
Expected dividend yield	—	%	—	%

Schedule of stock option activity


		Weighted-		Weighted-
		average		average
		Exercise		Remaining	Aggregate
	Number of	Price Per		Contractual	Intrinsic Value
	Stock Options	Option		Term (Years)	(in thousands)
Outstanding, January 1, 2022	3,186,818	$	8.63	8.78	$	16,952
Granted	2,296,303		9.06
Exercised	(187,662)		0.00034
Forfeited/expired	(410,739)		10.09
Outstanding, December 31, 2022	4,884,720	$	9.04	7.36	$	2,619
Exercisable, December 31, 2022	1,476,872	$	7.38	7.61	$	1,704

Schedule of share based compensation expense


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Research and development	$	2,668	$	2,281
General and administrative		7,209		14,206
Total	$	9,877	$	16,487

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Summary of components of income tax benefit


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Current income tax benefit:
United Kingdom	$	—	$	—
Foreign		133		(91)
Deferred income tax benefit:
United Kingdom		—		—
Foreign		4,338		119
Total income tax benefit, current	$	4,471	$	28

Summary of reconciliation of income tax benefit computed at the UK statutory income tax rate to income tax benefit (expense)


	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Statutory tax rate	19.00	%	19.00	%
Increase (decreases) resulting from:
Permanent differences	(103.46)		3.16
Provision to return adjustments	(105.66)		0.85
Research and development credits	(307.09)		(10.30)
Foreign rate differential	(149.82)		0.07
Change in valuation allowance	146.55		(7.60)
Share based compensation	(10.21)		—
Other	—		(5.12)
Effective tax rate	(510.69)	%	0.06	%

Summary of significant components of the Company's deferred tax assets and liabilities


		December 31,		December 31,
		2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	9,940	$	10,299
Research and development credit carryforwards		3,146		3,340
Deferred revenue		54		61
Share based compensation		3,956		1,816
Lease liability		2,257		1,752
Accruals and intangibles		765		235
Capitalized Research and Development expenditure		2,522		—
Other		1		—
Gross deferred tax asset		22,641		17,503
Valuation allowance		(13,707)		(13,500)
Net deferred tax assets		8,934		4,003
Deferred tax liabilities:
Depreciation		(1,704)		(283)
Right-of-use lease asset		(1,993)		(1,747)
Unrealized gain on investment		(1,204)		(1,346)
Intangible assets		(7,779)		(8,711)
Net deferred tax liabilities		(12,680)		(12,087)
Total deferred tax, net	$	(3,746)	$	(8,084)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

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


	December 31,			December 31,
	2022			2021
Right-of-use asset	$	7,753		$	7,257
Lease liability, current	$	433		$	523
Lease liability, noncurrent	$	8,340		$	6,540
Weighted average remaining lease term (years)		9.44			9.45
Weighted average discount rate		7.6	%		7.9	%
Other information
Short-term lease costs	$	529		$	21
Operating cash flows from operating leases	$	1,081		$	331

Schedule of other information on lease liabilities


Maturity of lease liabilities:
2023	$	(3,013)
2024		1,729
2025		1,880
2026		1,904
2027		1,929
Thereafter		9,802
Total minimum lease payments		14,231
Less: imputed interest		(5,458)
Total lease liability	$	8,773

Nature of Business and Basis of Presentation (Details) $ in Thousands	May 04, 2021	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Nature of Business and Basis of Presentation
Stock split	309
Cash and cash equivalents		$ 194,385	$ 214,054
Accumulated deficit		$ (103,243)	$ (108,585)

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Summary of Significant Accounting Policies - Foreign currency translation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Foreign currency translation
Net foreign exchange gain \| $	$ 26.4	$ 0.3
Segment information
Number of operating segments \| segment	1

Summary of Significant Accounting Policies - Noncontrolling interest (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling interest:
Noncontrolling interest	$ 305	$ 437
Related party
Noncontrolling interest:
Noncontrolling interest		3,800
VOLT
Noncontrolling interest:
Noncontrolling interest	$ 0	$ 11,900
Controlling interest (as a percent)		76.00%
VOLT \| Related party
Noncontrolling interest:
Noncontrolling interest (as a percent)		24.00%

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).

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Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents
Cash equivalents	$ 0	$ 0

Summary of Significant Accounting Policies - Concentrations of credit risk (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue \| UK \| Oxford University Innovation
Concentrations of credit risk
Concentration risk, percentage	98.00%
Revenue \| UK \| Enara Bio
Concentrations of credit risk
Concentration risk, percentage		31.00%
Revenue \| US \| U.S. Biomedical Advanced Research and Development Authority ("BARDA")
Concentrations of credit risk
Concentration risk, percentage		69.00%
Accounts Receivable \| UK \| Oxford University Innovation
Concentrations of credit risk
Concentration risk, percentage	94.00%
Accounts Receivable \| UK \| Scancell
Concentrations of credit risk
Concentration risk, percentage	4.00%	100.00%

Summary of Significant Accounting Policies - Allowance for credit losses (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Allowance for credit losses
Expected credit losses for financial assets	$ 0

Summary of Significant Accounting Policies - Property and equipment (Details)	12 Months Ended
	Dec. 31, 2022
Office furniture and equipment
Summary of Significant Accounting Policies
Estimated Useful Life	3 years
Laboratory equipment
Summary of Significant Accounting Policies
Estimated Useful Life	4 years

Summary of Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of intangible assets	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of intangible assets	10 years

Summary of Significant Accounting Policies - Impairment of long-lived assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Impairment of long-lived assets
Impairments	$ 0	$ 0
Impairment loss on goodwill	$ 0	$ 0

Summary of Significant Accounting Policies - Fair value measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair value measurements
Transfer of assets from level 1 to level 2	$ 0	$ 0
Transfer of assets from level 2 to level 1	0	0
Transfer of liabilities from level 1 to level 2	0	0
Transfer of liabilities from level 2 to level 1	0	0
Transfer of assets (liabilities) in and out of level 3	0	0
Research and development incentives:
Recognized research and development incentives	$ 1,240,000	$ 4,001,000

Business Combination (Details) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Nov. 02, 2022 USD ($) $ / shares shares	Dec. 10, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 09, 2021
Business Combination
Measurement period adjustments			$ 440
Decrease in goodwill			420	$ (421)
Decrease in other current assets			$ 20
Contingent consideration, dependent on conditions				$ 40,000
Estimated useful life				10 years
Loss from operations				$ (4,041)	$ (45,221)
Number of operating segments \| segment				1
Avidea
Business Combination
Percentage of interest acquired						100.00%
Upfront amount		$ 32,800
Cash consideration		11,800
Equity consideration		21,000
Estimated purchase consideration		35,200
Contingent consideration, dependent on conditions				$ 15,000
Transaction cost		$ 900
Loss from operations					300
Revenue					$ 0
Avidea \| Scancell
Business Combination
Additional amount payable	$ 300
Avidea \| American Depositary Shares
Business Combination
Equity consideration \| shares		2,163,694
Business acquisition, Number of shares issued \| shares		2,151,831
Aggregate contingent consideration		$ 40,000
Share price \| $ / shares		$ 9.76
Price per share returned \| $ / shares		$ 3.20
Number of shares returned \| shares		11,863
Avidea \| American Depositary Shares \| Scancell
Business Combination
Equity consideration \| shares	28,618
Share price \| $ / shares	$ 2.74
Balance paid in cash	$ 100
Avidea \| Developed technology
Business Combination
Contingent consideration, dependent on license or sale of technology				$ 25,000

Business Combination - changes in goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Combination
Beginning balance		$ 12,630
Additions			$ 12,630
Measurement period adjustments	$ 420	(421)
Ending balance	$ 12,209	$ 12,209	$ 12,630

Business Combination - Estimated purchase consideration (Details) - Avidea $ in Millions	Dec. 10, 2021 USD ($)
Business Combination
Cash consideration	$ 11.8
Equity consideration	21.0
Estimated fair value of Contingent Consideration	2.4
Estimated purchase consideration	$ 35.2

Business Combination - Changes in the fair value of Contingent Consideration (Details) - Contingent Consideration Liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contingent Consideration
Beginning balance	$ 2,371
Additions		$ 2,354
Change in fair value recognized in net income/(loss)	(73)	(30)
Settlement of contingency	(325)
Foreign exchange translation recognized in other comprehensive loss	(262)	47
Ending balance	$ 1,711	$ 2,371

Business Combination - Allocation of purchase price to the identifiable assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 10, 2021
Business Combination
Goodwill	$ 12,209	$ 12,630
Avidea
Business Combination
Cash and cash equivalents			$ 38
Accounts receivable			56
Prepaid, other current assets and non-current assets			315
Property and equipment, net			327
Developed technology			31,612
Accounts payable, accrued expenses, other current liabilities, and debt			(1,116)
Deferred tax liabilities, net			(8,203)
Net assets acquired			23,029
Goodwill			12,209
Estimated total purchase consideration			$ 35,238

Business combination - Supplemental Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Supplemental Pro Forma Information
Net income (loss)	$ 5,321	$ (51,112)
Avidea
Supplemental Pro Forma Information
Revenue		0
Avidea \| Acquisition related costs
Supplemental Pro Forma Information
Revenue	1,003	7,015
Net income (loss)	$ (55,336)	$ (21,962)

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

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Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Foreign Currency Translation in General and Administrative Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Foreign Currency Translation in General and Administrative Expenses
Net foreign exchange gain	$ 26.4	$ 0.3

Net Income/(Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income/(loss)	$ 5,321	$ (51,112)
Net loss attributable to noncontrolling interest	21	247
Net income/(loss) attributable to Vaccitech shareholders	$ 5,342	$ (50,865)
Denominator:
Weighted-average ordinary shares outstanding, basic	37,248,126	25,894,375
Effect of dilutive stock options	921,181
Weighted-average ordinary shares outstanding, diluted	38,169,307	25,894,375
Net income/ (loss) per share attributable to ordinary shareholders, basic	$ 0.14	$ (1.96)
Net income/ (loss) per share attributable to ordinary shareholders, diluted	$ 0.14	$ (1.96)

Net Income/(Loss) Per Share - Stock option (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Income/(Loss) Per Share
Stock options	2,912,756	2,604,969

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment
Property and equipment, at cost	$ 9,279	$ 2,715
Less: accumulated depreciation	(1,322)	(886)
Property and equipment, net	7,957	1,829
Depreciation expense	1,100	400
Office furniture and equipment
Property and Equipment
Property and equipment, at cost	1,041	232
Laboratory equipment
Property and Equipment
Property and equipment, at cost	4,312	1,855
Leasehold improvements
Property and Equipment
Property and equipment, at cost	$ 3,926	$ 628

Intangible assets, net (Details) - USD ($) $ in Millions	12 Months Ended
Intangible assets, net (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Intangible assets, net
Amortization expense for intangible assets	$ 3.2	$ 0.2
Estimated annual amortization expense	3.1
Developed technology
Intangible assets, net
Intangible assets, gross	31.6	31.6
Intangible assets, accumulated amortization	$ 3.3	$ 0.2

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid and other current assets
Prepayments and accrued income	$ 5,887	$ 4,612
Value Added Tax receivable		705
Employee retention and payroll tax credit	48	150
Lease incentives receivable	1,770
Others	563	995
Total	$ 8,268	$ 6,462

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued manufacturing and clinical expenses	$ 2,997	$ 1,789
Accrued board of director compensation	9	91
Accrued bonus	1,925	1,333
Accrued payroll and employee benefits	928	1,072
Accrued professional fees	1,270	2,338
Accrued other	932	1,252
Total	$ 8,061	$ 7,875

Out-licenses and Grants (Details) - USD ($) $ in Thousands		12 Months Ended
Out-licenses and Grants (Details) - USD ($) $ in Thousands	Mar. 28, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2019
Out-licenses and Grants:
Revenue		$ 44,703	$ 268
Outstanding payable			182	$ 245
Receivable		5,500
Non-refundable upfront revenue recognized		(158)	(63)
Research grants and contracts
Out-licenses and Grants:
Revenue		9	184
BARDA contract
Out-licenses and Grants:
Maximum reimbursement amount receivable					$ 8,600
Revenue		9	184
Outstanding payable			$ 18
Agreement with Oxford University Innovation \| Research grants and contracts
Out-licenses and Grants:
Revenue		43,700
Scancell contract
Out-licenses and Grants:
Receivable		300
Non-refundable upfront revenue recognized		$ 700
OUI
Out-licenses and Grants:
Percentage of royalties on commercial sales	24.00%

Out-licenses and Grants - Changes in the contract liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Out-licenses and Grants
Beginning balance	$ 182	$ 245
Revenue recognized related to contract liability balance	(158)	(63)
Foreign exchange translation	$ (24)	0
Ending balance		$ 182

Convertible loan notes (Details) - USD ($) $ in Thousands	12 Months Ended
Convertible loan notes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Convertible loan notes
Change in fair value of derivatives embedded in convertible loan notes		$ 5,994
Convertible loan notes
Convertible loan notes
Interest expense recognized		2,700
Change in fair value of derivatives embedded in convertible loan notes		$ 6,000
Convertible loan notes \| Measurement input, risk free interest rate
Convertible loan notes
Interest rate	0.22%
Convertible loan notes \| Market cost of debt
Convertible loan notes
Interest rate	11.80%
Convertible loan notes \| Minimum
Convertible loan notes
Probability of exercise of conversion feature or the cash redemption	5.00%
Convertible loan notes \| Maximum
Convertible loan notes
Probability of exercise of conversion feature or the cash redemption	75.00%

Convertible loan notes - Series B Shares (Details) $ in Thousands		12 Months Ended
	Mar. 15, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Convertible loan notes
Loss on extinguishment of convertible loan notes			$ (13,789)
Series B shares
Convertible loan notes
Loss on extinguishment of convertible loan notes	$ 2,100
Series B shares \| Convertible loan notes
Convertible loan notes
Shares issued on conversion \| shares	12,421	12,421
Conversion price, multiplier	0.8
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

Convertible loan notes - Fair value - Embedded derivatives (Details) - Embedded derivatives $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair value and classified within Level 3
Beginning balance	$ 20,109
Change in fair value recognized in the net loss	(5,994)
Settlement via conversion	(14,375)
Foreign exchange translation	$ 260

Series A and Series B Shares (Details) $ in Millions				12 Months Ended
Series A and Series B Shares (Details) $ in Millions	May 04, 2021 shares	Mar. 31, 2021 £ / shares shares	Mar. 15, 2021 USD ($) shares	Dec. 31, 2022 shares
Series B shares
Redeemable noncontrolling interest
Stock issued			28,957	0
Gross value of shares issued \| $			$ 125.2
Transaction costs \| $			$ 3.4
Deferred A shares
Redeemable noncontrolling interest
Shares issued upon conversion		1
Nominal value per share \| £ / shares		£ 1.00
Deferred B shares
Redeemable noncontrolling interest
Shares issued upon conversion	570,987
Deferred C shares
Redeemable noncontrolling interest
Shares issued upon conversion	19,603,887
Ordinary shares
Redeemable noncontrolling interest
Shares issued upon conversion	19,603,887

Ordinary Shares (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	May 04, 2021 USD ($) $ / shares shares	Apr. 21, 2021	Dec. 31, 2022 USD ($)	Dec. 31, 2022 Vote £ / shares shares	Dec. 31, 2021 £ / shares shares	May 04, 2021 £ / shares shares
Ordinary Shares
Ordinary shares, authorized \| shares				37,683,531	37,188,730
Ordinary shares, nominal value \| £ / shares				£ 0.000025	£ 0.000025
Aggregate net proceeds from IPO			$ 484
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, 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

Ordinary Shares - Ordinary shares for future issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Ordinary Shares
Exercise of stock options	4,884,720	3,186,818
Shares available for future stock incentive plan awards	1,670,268
Total	6,554,988

Deferred shares (Details) - Dec. 31, 2022 £ in Millions, $ in Millions	USD ($)	GBP (£)
Deferred A shares
Deferred shares
Ordinary shares, liquidation preference	$ 1.4	£ 1.0

Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions				12 Months Ended
	Apr. 22, 2021 $ / shares shares	Apr. 22, 2021 £ / shares shares	Apr. 08, 2021 shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2018 shares
Share-Based Compensation
Weighted-average grant date per-share fair value of stock options granted \| $ / shares				$ 3.51	$ 10.98
Weighted average exercise price of options granted \| $ / shares				$ 9.06
Exercise of stock options				4,884,720	3,186,818
Weighted average exercise price of options outstanding \| $ / shares				$ 9.04	$ 8.63
Unrecognized compensation cost related to options \| $				$ 7.1	$ 12.5
Number of shares reserved for issuance				6,554,988
Aggregate intrinsic value of stock options exercised \| $				$ 0.8	$ 1.8
Unrecognized compensation cost which is expected to be recognized over a weighted-average period				1 year 10 months 20 days
Stock option
Share-Based Compensation
Exercise of stock options	267,903	267,903
Stock option \| Minimum
Share-Based Compensation
Weighted average exercise price of options granted \| (per share)	$ 0.0004	£ 0.0003
Stock option \| Maximum
Share-Based Compensation
Weighted average exercise price of options granted \| (per share)	$ 4.84	£ 3.49
RSU
Share-Based Compensation
Number of awards granted				0
Number of awards vested					514,923
Number of awards granted as a result of this antidilution provision					275,139
Incremental compensation cost as a result of the modification \| $					$ 4.4
Unrecognized compensation cost related to RSUs \| $					5.8
Unrecognized compensation cost of awards other than stock options \| $					$ 5.8
Vaccitech plc Share Award Plan 2021 \| Restricted share units, options, share appreciation rights and restricted shares
Share-Based Compensation
Percentage of issued and outstanding ordinary shares available for issuance under the Plan			4.00%
Options granted			3,675,680
Exercise of stock options				1,670,268	2,127,920
Expiration period of grants			10 years
Vesting period			3 years
Enterprise Management Incentive Share Option Scheme
Share-Based Compensation
Expiration term						10 years
Enterprise Management Incentive Share Option Scheme \| Minimum
Share-Based Compensation
Vesting period						1 year
Enterprise Management Incentive Share Option Scheme \| Maximum
Share-Based Compensation
Vesting period						3 years
Enterprise Management Incentive Share Option Scheme \| RSU
Share-Based Compensation
Number of shares reserved for issuance						3,530,634

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Enterprise Management Incentive Share Option Scheme	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation
Expected volatility	94.70%	110.60%
Expected term (years)	6 years	6 years 3 months 18 days
Risk-free interest rate	2.40%	1.10%

Share-Based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Stock Options
Outstanding at the beginning	3,186,818
Granted	2,296,303
Exercised	(187,662)
Forfeited/expired	(410,739)
Outstanding at the end	4,884,720	3,186,818
Exercisable at the end	1,476,872
Weighted-average Exercise Price Per Option
Outstanding at the beginning (in dollars per share)	$ 8.63
Granted (in dollars per share)	9.06
Exercised (in dollars per share)	0.00034
Forfeited/expired (in dollars per share)	10.09
Outstanding at the end (in dollars per share)	9.04	$ 8.63
Exercisable at the end (in dollars per share)	$ 7.38
Share-Based Compensation
Weighted- average remaining contractual term (Years)	7 years 4 months 9 days	8 years 9 months 10 days
Exercisable at the end (in years)	7 years 7 months 9 days
Outstanding at the beginning (in dollars)	$ 16,952
Outstanding at the end (in dollars)	2,619	$ 16,952
Exercisable at the end (in dollars)	$ 1,704

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation
Share based compensation expense	$ 9,877	$ 16,487
Research and development
Share-Based Compensation
Share based compensation expense	2,668	2,281
General and administrative
Share-Based Compensation
Share based compensation expense	$ 7,209	$ 14,206

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current income tax benefit:
Foreign	$ 133	$ (91)
Deferred income tax benefit:
Foreign	4,338	119
Total income tax benefit, current	$ 4,471	$ 28