0001410578-23-001666 | 10-Q | XBRL Viewer

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

$ (42,047)

$ 18,263

Depreciation and amortization

4,212

6,732

2,520

1,958

Non-cash lease expenses

595

528

Unrealized foreign exchange gain

7,122

(18,730)

Non-cash interest expense

Change in contingent consideration

309

626

Deferred tax benefit

(1,652)

(1,778)

Changes in operating assets and liabilities:

Accounts receivable (including related parties)

5,606

(17,028)

Prepaid expenses and other current assets

3,107

(6,020)

Research and development incentives receivable

1,586

388

Accounts payable

(1,916)

776

Accrued expenses and other current liabilities

275

(488)

Deferred revenue

(28)

Other assets

138

(171)

Net cash used in operating activities

(20,131)

(14,972)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(5,530)

(3,146)

Net cash used in investing activities

(5,530)

(3,146)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issue of shares from the exercise of stock options

^[1]

Proceeds from issue of ordinary shares, net of issuance costs

1,880

Payment of contingent consideration

(163)

Repayment of debt

(159)

Net cash provided by/(used in) financing activities

1,717

(159)

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

2,589

(3,450)

Net decrease in cash and cash equivalents

(21,355)

(21,727)

Cash and cash equivalents, beginning of the period

194,385

214,054

Cash and cash equivalents, end of the period

173,030

192,327

Non-Cash investing and financing activities

Capital expenditures included in accounts payable and accrued expenses

506

1,719

ROU assets obtained in exchange for operating lease liabilities

2,400

Asset retirement obligation

282

826

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

$ (47)

$ (46)

[1]	Indicates amounts less than thousand

Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Stock option
Share-Based Compensation
Exercise of stock options	6,781,099	4,944,406
Weighted average exercise price of options outstanding	$ 9.51	$ 9.37
Unrecognized compensation expenses related to options	$ 6.5	$ 11.5
Unrecognized compensation cost which is expected to be recognized over a weighted-average period	2 years	2 years 2 months 26 days
Vaccitech plc Share Award Plan 2021
Share-Based Compensation
Number of unvested options canceled	217,860	22,683
Vaccitech plc Share Award Plan 2021 \| Stock option
Share-Based Compensation
Options granted	2,142,905	1,807,703
Weighted-average grant date per-share fair value of stock options granted	$ 2.00	$ 3.72
Weighted average exercise price of options granted	$ 2.51	$ 10.59
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%

Net (Loss)/Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net (loss)/income	$ (23,824)	$ (18,223)	$ 15,689	$ 2,574	$ (42,047)	$ 18,263
Net loss attributable to noncontrolling interest	(22)		(4)		(65)	(26)
Net (loss)/income attributable to Vaccitech plc shareholders	$ (23,802)		$ 15,693		$ (41,982)	$ 18,289
Denominator:
Weighted-average ordinary shares outstanding, basic	38,407,672		37,202,600		38,211,625	37,196,843
Effect of dilutive stock options			971,826			1,063,736
Weighted-average ordinary shares outstanding, diluted	38,407,672		38,174,426		38,211,625	38,260,579
Net (loss)/income per share attributable to ordinary shareholders, basic	$ (0.62)		$ 0.42		$ (1.10)	$ 0.49
Net (loss)/income per share attributable to ordinary shareholders, diluted	$ (0.62)		$ 0.41		$ (1.10)	$ 0.48

Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued expenses and other current liabilities
Accrued manufacturing and clinical expenses	$ 3,708	$ 2,997
Accrued board of director compensation	29	9
Accrued bonus	1,178	1,925
Accrued payroll and employee benefits	374	928
Accrued professional fees	2,620	1,270
Accrued other	638	932
Total	$ 8,547	$ 8,061

Ordinary Shares

6 Months Ended

Jun. 30, 2023

Ordinary Shares

Ordinary Shares

9.	Ordinary Shares

All ordinary shares rank pari passu as a single class. The following is a summary of the rights and privileges of the holders of ordinary shares as of June 30, 2023:

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: the Company may, subject to the provisions of the Companies Act 2006 and our Articles, by ordinary resolution from time to time declare dividends to be paid to shareholders not exceeding the amount recommended by the Company’s board of directors. Subject to the provisions of the Companies Act 2006, in so far as, in the board of directors’ opinions, the Company’s profits justify such payments, the board of directors may pay interim dividends on the Company’s ordinary shares.

Voting Rights: each holder of ordinary shares has the right to receive notice of, and to vote at, the Company’s general meetings. Each holder of ordinary shares who is present (in person or by proxy) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present (in person or by proxy) has one vote in respect of each share of which they are the holder.

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 by passing a special resolution. Such a disapplication of preemption rights may be for a maximum period of up to five years from the date

on which the shareholder resolution was passed. 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).

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

15.Related Party Transactions

During the three and six months ended June 30, 2023, the Company incurred expenses of $Nil and $Nil respectively from its shareholder, Oxford Science Enterprises plc. During the three months and six months ended June 30, 2022, the Company paid $0.1 million and $0.05 million (after offsetting lease costs for laboratory and office space in Oxford of $0.07 million against a refund of $0.1 million) respectively to its shareholder, Oxford Science Enterprises plc, mostly related to the lease of a laboratory and office space in Oxford. As of June 30, 2023 the Company received Nil proceeds (December 31, 2022: the Company received proceeds of $0.4 million from the sale of property plant and equipment and earned a profit of $0.3 million). As of June 30, 2023 the Company owed Nil (December 31, 2022: $0.007 million) to Oxford Science Enterprises plc.

During the three and six months ended June 30, 2023, the Company incurred expenses of $Nil and $Nil respectively (three and six months ended June 30, 2022: $0.2 million and $0.2 million respectively) to its shareholder, the University of Oxford, related to clinical study costs. As of June 30, 2023, the Company owed $Nil (December 31, 2022: $Nil) to the University of Oxford.

During the three and six months ended June 30, 2023, the Company incurred expenses mainly related to the patent portfolio of $0.3 million and $0.4 million respectively (three and six months ended June 30, 2022: $0.07 and $0.3 million, respectively) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. As of June 30, 2023, the Company owed $0.1 million (December 31, 2022: $Nil) to Oxford University Innovation Limited.

During the three and six months ended June 30, 2023, the company recognized license revenue of $0.3 million and $0.8 million respectively (three and six months ended June 30, 2022: $17.1 million and $32.1 million respectively), from Oxford University Innovation Limited. As of June 30, 2023, the Company was owed $0.3 million (December 31, 2022: $5.5 million) from Oxford University Innovation Limited.

During the three months and six months ended June 30, 2023, the Company incurred expenses of $Nil and $Nil, respectively (three months and six months ended June 30, 2022: $Nil and $0.001 million, respectively) to its shareholder, the Oxford University Hospitals, related to clinical study costs. As of June 2023, the Company owed $Nil (December 31, 2022: $Nil) to Oxford University Hospitals.

Net (Loss)/Income Per Share

6 Months Ended

Jun. 30, 2023

Net (Loss)/Income Per Share

Net (Loss)/Income Per Share

4.	Net (Loss)/Income Per Share

The following table sets forth the computation of basic and diluted net (loss)/income per share for the three months and six months ended June 30, 2023, and 2022 (in thousands, except number of shares):


	Three months ended June 30,					Six months ended June 30,
	2023			2022		2023		2022
Numerator:
Net (loss)/income	$	(23,824)	$	15,689	$	(42,047)	$	18,263
Net loss attributable to noncontrolling interest		22		4		65		26
Net (loss)/income attributable to Vaccitech shareholders	$	(23,802)	$	15,693	$	(41,982)	$	18,289
Denominator:
Weighted-average ordinary shares outstanding, basic		38,407,672		37,202,600		38,211,625		37,196,843
Effect of dilutive stock options		—		971,826		—		1,063,736
Weighted-average ordinary shares outstanding, diluted		38,407,672		38,174,426		38,211,625		38,260,579
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.62)	$	0.42	$	(1.10)	$	0.49
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.62)	$	0.41	$	(1.10)	$	0.48

For the three and six month period ended June 30, 2023, 5,671,825 and 5,551,286 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

For the three and six month period ended June 30, 2022, 3,245,537 and 2,646,562 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

Commitments and Contingencies - Effective data of the lease term (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Leases
Right-of-use asset	$ 7,707	$ 7,753
Operating lease liability, current	1,135	433
Operating lease liability, non-current	$ 11,044	$ 8,340
Weighted average remaining lease term (years)	9 years 3 months	9 years 5 months 8 days
Weighted average discount rate	7.60%	7.60%
Short-term lease costs	$ 303	$ 529
Operating cash flows operating leases	$ 442	$ 1,081

Foreign currency translation in General and Administrative Expenses

6 Months Ended

Jun. 30, 2023

Foreign currency translation in General and Administrative Expenses

Foreign currency translation in General and Administrative Expenses

3.	Foreign currency translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss included in determining net (loss)/income recognized in general and administrative expenses for the three and six months ended June 30, 2023, was a loss of $4.2 million and a loss of $7.7 million, respectively. The aggregate net foreign exchange gain or loss included in determining net income recognized in general and administrative expenses for the three and six months ended June 30, 2022, was a gain of $15.2 million and a gain of $20.5 million, respectively.

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

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

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


	June 30,			December 31,
	2023			2022
Right-of-use asset	$	7,707		$	7,753
Operating lease liability, current	$	1,135		$	433
Operating lease liability, non-current	$	11,044		$	8,340
Weighted average remaining lease term (years)		9.25			9.44
Weighted average discount rate		7.6	%		7.6	%
Other information
Short-term lease costs	$	303		$	529
Operating cash flows operating leases	$	442		$	1,081

Schedule of future annual minimum lease payments under operating leases

Future annual minimum lease payments under operating leases as of June 30, 2023, were as follows (in thousands):


Remainder of 2023	$	(321)
2024		1,782
2025		1,934
2026		1,958
2027		1,983
Thereafter		10,002
Total minimum lease payments	$	17,338
Less: imputed interest		(5,159)
Total operating lease liability	$	12,179

Nature of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Nature of Business and Basis of Presentation

Nature of Business and Basis of Presentation

1.	Nature of Business and Basis of Presentation

Vaccitech plc (“Vaccitech”) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021. Vaccitech is a clinical-stage biopharmaceutical company engaged in the discovery and development of novel T cell immunotherapeutics designed to harness the power of the immune system to treat chronic infectious diseases, cancer and autoimmunity. 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., Vaccitech Switzerland GmbH 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 exchanged each of their ordinary shares, series A shares and series B shares of Vaccitech (UK) Limited (formerly Vaccitech Limited) for the same quantity of ordinary shares, series A shares and 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. 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. On April 4, 2022, a merger was effected between subsidiaries Vaccitech USA, Inc. and Vaccitech North America, Inc., with Vaccitech North America, Inc. being the surviving entity.

The Company operates in an environment of rapid technological change and substantial competition from pharmaceutical and biotechnology companies. The Company is subject to risks common to companies in the biopharmaceutical industry in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its vaccine product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales. If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability.

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements.

As of June 30, 2023, the Company had cash and cash equivalents of $173.0 million and an accumulated deficit of $145.2 million, and 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 financing, 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 condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Unaudited Condensed Financial Information

The accompanying Condensed Consolidated Balance Sheets as of June 30, 2023, and December 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Shareholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities Exchange Commission (the “Annual Report”) on March 24, 2023. In our opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of June 30, 2023, our results of operations for the three and six months ended June 30, 2023, and 2022, and our cash flows for the six months ended June 30, 2023, and 2022. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other interim periods.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands

Deferred A Shares

Deferred Shares

Deferred B Shares

Deferred Shares

Deferred C Shares

Deferred Shares

Ordinary Shares

Additional Paid-in-capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Noncontrolling Interest

Total

Balance at the beginning at Dec. 31, 2021

$ 86

$ 8

$ 0

^[1]

$ 1

$ 369,103

$ (108,585)

$ (8,488)

$ 437

$ 252,562

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

63,443

570,987

27,828,231

37,188,730

3,984

(5,968)

(15)

(5,983)

Issue of ordinary shares, net of issuance cost (in shares)

^[1]

$ 0

4,637

Balance at the end at Mar. 31, 2022

$ 0

2,596

(22)

2,574

$ 86

$ 8

$ 0

^[1]

$ 1

373,087

(105,989)

(14,456)

400

253,137

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

63,443

570,987

27,828,231

37,193,367

Balance at the beginning at Dec. 31, 2021

$ 86

$ 8

$ 0

^[1]

$ 1

369,103

(108,585)

(8,488)

437

252,562

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

63,443

570,987

27,828,231

37,188,730

(22,790)

Balance at the end at Jun. 30, 2022

18,263

$ 86

$ 8

$ 0

^[1]

$ 1

375,835

(90,296)

(31,233)

366

254,767

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

63,443

570,987

27,828,231

37,216,162

Balance at the beginning at Mar. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

373,087

(105,989)

(14,456)

400

253,137

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

63,443

570,987

27,828,231

37,193,367

2,748

(16,777)

(30)

(16,807)

Issue of ordinary shares, net of issuance cost (in shares)

^[1]

$ 0

22,795

Balance at the end at Jun. 30, 2022

15,693

(4)

15,689

$ 86

$ 8

$ 0

^[1]

$ 1

375,835

(90,296)

(31,233)

366

254,767

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

63,443

570,987

27,828,231

37,216,162

Balance at the beginning at Dec. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

379,504

(103,243)

(33,460)

305

243,201

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

63,443

570,987

27,828,231

37,683,531

2,222

4,574

4,580

Issue of ordinary shares, net of issuance cost (in shares)

$ 0

^[1]

1,789

673,494

Cancellation of deferred shares

$ (8)

$ 0

^[1]

Cancellation of deferred shares (in shares)

(570,987)

(27,828,231)

Balance at the end at Mar. 31, 2023

$ 0

(18,180)

(43)

(18,223)

$ 86

$ 1

383,523

(121,423)

(28,886)

268

233,569

Balance at the end (in shares) at Mar. 31, 2023

63,443

38,357,025

Balance at the beginning at Dec. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

379,504

(103,243)

(33,460)

305

243,201

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

63,443

570,987

27,828,231

37,683,531

10,184

Balance at the end at Jun. 30, 2023

(42,047)

$ 86

$ 1

385,636

(145,225)

(23,289)

253

217,462

Balance at the end (in shares) at Jun. 30, 2023

63,443

38,524,059

Balance at the beginning at Mar. 31, 2023

$ 86

$ 0

$ 1

383,523

(121,423)

(28,886)

268

233,569

Balance at the beginning (in shares) at Mar. 31, 2023

63,443

38,357,025

1,990

5,597

5,604

Issue of ordinary shares, net of issuance cost (in shares)

$ 0

^[1]

123

167,034

Balance at the end at Jun. 30, 2023

(23,802)

(22)

(23,824)

$ 86

$ 1

$ 385,636

$ (145,225)

$ (23,289)

$ 253

$ 217,462

Balance at the end (in shares) at Jun. 30, 2023

63,443

38,524,059

[1]	indicates amount less than thousand

Fair value

6 Months Ended

Jun. 30, 2023

Fair value

Fair value

11.	Fair value

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

As of June 30, 2023, the Company had a contingent consideration liability of $2.1 million related to the acquisition of Avidea Technologies, Inc. The fair value of the contingent consideration is a Level 3 valuation with the significant unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement. Significant judgment is employed in determining the appropriateness of certain of these inputs.

The following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Beginning balance	$	1,710	$	2,371	$	1,711	$	2,371
Change in fair value recognized in net income/(loss) ¹		354		626		316		626
Foreign exchange translation recognized in other comprehensive loss		53		(270)		90		(270)
Ending balance	$	2,117	$	2,727	$	2,117	$	2,727

¹ During the fourth quarter of 2022, the Company reclassified the change in fair value of Contingent Consideration from Other income and expense to General and Administrative operating expense. For the three and six month periods ending June 30, 2022, an expense of $0.6 million and $0.6 million, respectively, has been reclassified to conform the presentation for comparator periods.

- Definition

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

+ References + Details

Fair value - Additional information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2023
General and administrative
Convertible loan notes
General and administrative	$ 0.6	$ 0.6
Avidea
Convertible loan notes
Contingent consideration liability			$ 2.1

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue, and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.
Recently issued accounting pronouncements	Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our current operations.

Property and equipment, net

6 Months Ended

Jun. 30, 2023

Property and equipment, net

Property and equipment, net

5.	Property and equipment, net

During the six months ended June 30, 2023, the Company’s additions to property and equipment, net were $6.4 million which primarily related to an increase in leasehold improvements from the Company’s U.S. office in Germantown, Maryland (six months ended June 30, 2022: $6.0 million, related to leasehold improvements of the Company’s corporate headquarters).

Depreciation expense for the three and six months ended June 30, 2023 was $0.5 million and $0.9 million, respectively. (June 30, 2022: three and six months was $0.2 million and $0.4 million, respectively).

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Total revenue

$ 334

$ 17,063

$ 802

$ 32,081

Operating expenses

Research and development

13,543

9,720

23,357

20,421

General and administrative

13,128

(5,892)

25,266

(2,156)

Total operating expenses

26,671

3,828

48,623

18,265

(Loss)/income from operations

(26,337)

13,235

(47,821)

13,816

Other income (expense):

Interest income

522

669

2,110

752

Interest expense

(14)

(7)

(14)

(8)

Research and development incentives

559

826

1,716

1,874

Other income

310

Total other (expense) income

1,377

1,539

4,122

2,669

(Loss)/profit before income tax

(24,960)

14,774

(43,699)

16,485

Tax benefit

1,136

915

1,652

1,778

Net loss attributable to noncontrolling interest

(23,824)

15,689

(42,047)

18,263

Net (loss)/income attributable to Vaccitech plc shareholders

$ (23,802)

$ 15,693

$ (41,982)

$ 18,289

Weighted-average ordinary shares outstanding, basic

38,407,672

37,202,600

38,211,625

37,196,843

Weighted-average ordinary shares outstanding, diluted

38,407,672

38,174,426

38,211,625

38,260,579

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

$ (0.62)

$ 0.42

$ (1.10)

$ 0.49

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

$ (0.62)

$ 0.41

$ (1.10)

$ 0.48

Other comprehensive gain/(loss) - foreign currency translation adjustments

$ (23,824)

$ 15,689

$ (42,047)

$ 18,263

5,604

(16,807)

10,184

(22,790)

Comprehensive loss

(18,220)

(1,118)

(31,863)

(4,527)

Comprehensive loss attributable to noncontrolling interest

Comprehensive loss attributable to Vaccitech plc shareholders

(18,205)

(1,084)

(31,811)

(4,456)

License revenue

Total revenue

^[1]

$ 334

$ 17,063

$ 802

32,072

Research grants and contracts

Total revenue

$ 9

[1]	Includes license revenue from related parties for the three and six month periods ended June 30, 2023 of $0.3 million and $0.8 million, respectively and for the three and six month periods ended June 30, 2022 of $17.1 million and $32.1 million, respectively.

Fair value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair value and classified within Level 3
Beginning balance	$ 1,710	$ 2,371	$ 1,711	$ 2,371
Change in fair value recognized in net income/(loss)	354	626	316	626
Foreign exchange translation recognized in other comprehensive loss	53	(270)	90	(270)
Ending balance	$ 2,117	$ 2,727	$ 2,117	$ 2,727

Net (Loss)/Income Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Net (Loss)/Income Per Share

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


	Three months ended June 30,					Six months ended June 30,
	2023			2022		2023		2022
Numerator:
Net (loss)/income	$	(23,824)	$	15,689	$	(42,047)	$	18,263
Net loss attributable to noncontrolling interest		22		4		65		26
Net (loss)/income attributable to Vaccitech shareholders	$	(23,802)	$	15,693	$	(41,982)	$	18,289
Denominator:
Weighted-average ordinary shares outstanding, basic		38,407,672		37,202,600		38,211,625		37,196,843
Effect of dilutive stock options		—		971,826		—		1,063,736
Weighted-average ordinary shares outstanding, diluted		38,407,672		38,174,426		38,211,625		38,260,579
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.62)	$	0.42	$	(1.10)	$	0.49
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.62)	$	0.41	$	(1.10)	$	0.48

Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Future annual minimum lease payments under operating leases
Remainder of 2023	$ (321)
2024	1,782
2025	1,934
2026	1,958
2027	1,983
Thereafter	10,002
Total minimum lease payments	17,338
Less: imputed interest	(5,159)
Total operating lease liability	$ 12,179

Ordinary Shares (Details) - Vote		6 Months Ended
Ordinary Shares (Details) - Vote	Apr. 21, 2021	Jun. 30, 2023
Ordinary Shares
Common shares, votes per share		1
Percentage of ordinary shares present to exercise preemptive rights		75.00%
Maximum period to exercise preemptive rights		5 years
IPO
Ordinary Shares
Maximum period to exercise preemptive rights	5 years

Deferred Shares (Details) - GBP (£) £ / shares in Units, £ in Millions	Jun. 30, 2023	Mar. 29, 2023	Dec. 31, 2022
Deferred shares
Deferred Shares
Ordinary shares, liquidation preference	£ 1.0
Deferred A Shares
Deferred Shares
Nominal value	£ 1	£ 1.00	£ 1
Deferred B Shares
Deferred Shares
Nominal value	0.01	0.01	0.01
Deferred C Shares
Deferred Shares
Nominal value	£ 0.000007	£ 0.00000736245954692556	£ 0.000007

Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Nature of Business and Basis of Presentation
Cash and cash equivalents	$ 173,030	$ 194,385
Accumulated deficit	$ (145,225)	$ (103,243)

Fair value (Tables)

6 Months Ended

Jun. 30, 2023

Fair value

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

The following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Beginning balance	$	1,710	$	2,371	$	1,711	$	2,371
Change in fair value recognized in net income/(loss) ¹		354		626		316		626
Foreign exchange translation recognized in other comprehensive loss		53		(270)		90		(270)
Ending balance	$	2,117	$	2,727	$	2,117	$	2,727

Property and equipment, net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property and Equipment
Depreciation expense	$ 0.5	$ 0.2	$ 0.9	$ 0.4
Leasehold improvements
Property and Equipment
Additions to property and equipment			$ 6.4	$ 6.0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Current assets:

Cash and cash equivalents

$ 173,030

$ 194,385

Accounts receivable

323

Accounts receivable - related parties

349

5,524

Research and development incentives receivable

3,137

4,541

Prepaid expenses and other current assets

8,261

8,268

Total current assets

184,777

213,041

Goodwill

12,209

Property and equipment, net

13,741

7,957

Intangible assets, net

26,688

28,269

Right of use assets, net

7,707

7,753

Other assets

1,006

976

Total assets

246,128

270,205

Current liabilities:

Accounts payable

2,429

3,748

Accrued expenses and other current liabilities

8,547

8,061

Operating lease liability - current

1,135

433

Total current liabilities

12,111

12,242

Non-Current liabilities:

Operating lease liability

11,044

8,340

Contingent consideration

2,117

1,711

Deferred tax liability, net

2,094

3,746

Other non-current liabilities

1,300

965

Total liabilities

28,666

27,004

Commitments and contingencies

Ordinary shares, £0.000025 nominal value; 38,524,059 shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 37,683,531)

Additional paid-in capital

385,636

379,504

Accumulated deficit

(145,225)

(103,243)

Accumulated other comprehensive loss - foreign currency translation adjustments

(23,289)

(33,460)

Total shareholders' equity attributable to Vaccitech plc shareholders'

217,209

242,896

Noncontrolling interest

253

305

Total shareholders' equity

217,462

243,201

Total liabilities and shareholders' equity

246,128

270,205

Deferred A shares

Deferred shares

$ 86

Deferred B shares

Deferred shares

Deferred C shares