0001410578-23-002303 | 10-Q | XBRL Viewer | Barinthus Biotherapeutics PLC

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

$ (56,157)

$ 26,484

Depreciation and amortization

4,269

7,836

3,994

3,146

Non-cash lease expenses

787

786

Unrealized foreign exchange loss/( gain)

879

(36,578)

Non-cash interest expense

Change in contingent consideration

943

Profit on sale of property and equipment

(348)

Deferred tax benefit

(2,254)

(2,403)

Changes in operating assets and liabilities:

Accounts receivable (including related parties)

5,800

(6,162)

Prepaid expenses and other current assets

5,249

(2,949)

Research and development incentives receivable

426

1,163

Accounts payable

417

142

Accrued expenses and other current liabilities

5,234

5,066

Deferred revenue

(43)

Other assets

(73)

(171)

Net cash used in operating activities

(31,322)

(3,088)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(5,566)

(5,552)

Proceeds from sale of property and equipment

388

Net cash used in investing activities

(5,566)

(5,164)

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

1,926

Payment of contingent consideration

(163)

Repayment of debt

(159)

Net cash provided by/(used in) financing activities

1,763

(159)

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

1,049

(5,539)

Net decrease in cash and cash equivalents

(34,076)

(13,950)

Cash and cash equivalents, beginning of the period

194,385

214,054

Cash and cash equivalents, end of the period

160,309

200,104

Non-Cash investing and financing activities

Capital expenditures included in accounts payable and accrued expenses

219

Right-of-use assets obtained in exchange for operating lease liabilities

2,400

Asset retirement obligation

287

826

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

$ 88

$ 3

[1]	Indicates amounts less than thousand

Deferred Shares

9 Months Ended

Sep. 30, 2023

Deferred Shares

Deferred Shares

10.	Deferred Shares

All deferred shares rank pari passu as a single class. The deferred shares do not have rights to dividends or to any other right of participation in the profits of the Company. On a return of assets on liquidation, the deferred shares shall confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred 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 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.

On March 29, 2023, all deferred B shares (nominal value of £0.01 each) and deferred C shares (nominal value of £0.00000736245954692556 each) previously in issue were transferred back to the Company and subsequently cancelled. These deferred shares had previously been issued to certain pre-IPO shareholders in connection with the implementation of certain stages of the Company’s pre-IPO share capital reorganization. The Company received shareholder approval on April 21, 2021 (pursuant to the shareholder resolutions passed on that date) in order to effect the transfer back and cancellation of the deferred shares for nil consideration in accordance with sections 659 and 662 of the Companies Act 2006.

The Company’s deferred A shares with a nominal value of £1.00 each remain in issue for the purposes of satisfying the minimum share capital requirements for a public limited company as prescribed by the Companies Act 2006.

Net (Loss)/Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net (loss)/income	$ (14,110)	$ (23,824)	$ (18,223)	$ 8,221	$ 15,689	$ 2,574	$ (56,157)	$ 26,484
Net loss attributable to noncontrolling interest	(38)			(21)			(103)	(47)
Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders	$ (14,072)			$ 8,242			$ (56,054)	$ 26,531
Denominator:
Weighted-average ordinary shares outstanding, basic	38,533,833			37,247,123			38,320,208	37,213,787
Effect of dilutive stock options				909,441				1,012,304
Weighted-average ordinary shares outstanding, diluted	38,533,833			38,156,564			38,320,208	38,226,092
Net (loss)/income per share attributable to ordinary shareholders, basic	$ (0.37)			$ 0.22			$ (1.46)	$ 0.71
Net (loss)/income per share attributable to ordinary shareholders, diluted	$ (0.37)			$ 0.22			$ (1.46)	$ 0.69

Net (Loss)/Income Per Share

9 Months Ended

Sep. 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 nine months ended September 30, 2023, and 2022 (in thousands, except number of shares):


	Three months ended September 30,				Nine months ended September 30,
	2023			2022	2023		2022
Numerator:
Net (loss)/income	$	(14,110)	$	8,221	$	(56,157)	$	26,484
Net loss attributable to noncontrolling interest		38		21		103		47
Net (loss)/income attributable to Barinthus Bio shareholders	$	(14,072)	$	8,242	$	(56,054)	$	26,531
Denominator:
Weighted-average ordinary shares outstanding, basic		38,533,833		37,247,123		38,320,208		37,213,787
Effect of dilutive stock options		—		909,441		—		1,012,304
Weighted-average ordinary shares outstanding, diluted		38,533,833		38,156,564		38,320,208		38,226,092
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.37)	$	0.22	$	(1.46)	$	0.71
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.37)	$	0.22	$	(1.46)	$	0.69

Since the Company was in a loss position for all periods presented for 2023, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential ordinary share equivalents outstanding would have been anti-dilutive. As of September 30, 2023, 6,391,680 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

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

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

Total shareholders' equity attributable to Barinthus Biotherapeutics plc shareholders

Noncontrolling Interest

Total

Balance at the beginning at Dec. 31, 2021

$ 86

$ 8

$ 0

^[1]

$ 1

$ 369,103

$ (108,585)

$ (8,488)

$ 252,125

$ 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)

$ 0

^[1]

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)

252,737

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)

252,125

437

252,562

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

63,443

570,987

27,828,231

37,188,730

(42,730)

Balance at the end at Sep. 30, 2022

26,484

$ 86

$ 8

$ 0

$ 1

376,939

(82,054)

(51,143)

243,837

315

244,152

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

63,443

570,987

27,828,231

37,291,492

Balance at the beginning at Mar. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

373,087

(105,989)

(14,456)

252,737

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)

$ 0

^[1]

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)

254,401

366

254,767

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

63,443

570,987

27,828,231

37,216,162

Issue of ordinary shares (in shares)

1,104

Issue of ordinary shares

$ 0

75,330

(19,910)

(30)

(19,940)

Balance at the end at Sep. 30, 2022

8,242

(21)

8,221

$ 86

$ 8

$ 0

$ 1

376,939

(82,054)

(51,143)

243,837

315

244,152

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

63,443

570,987

27,828,231

37,291,492

Balance at the beginning at Dec. 31, 2022

$ 86

$ 8

$ 0

^[1]

$ 1

379,504

(103,243)

(33,460)

242,896

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)

233,301

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)

242,896

305

243,201

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

63,443

570,987

27,828,231

37,683,531

2,364

Balance at the end at Sep. 30, 2023

(56,157)

$ 86

$ 0

$ 1

385,707

(159,297)

(31,099)

195,398

205

195,603

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

63,443

38,546,594

Balance at the beginning at Mar. 31, 2023

$ 86

$ 1

383,523

(121,423)

(28,886)

233,301

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)

217,209

253

217,462

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

63,443

38,524,059

(7,810)

(10)

(7,820)

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

$ 0

22,535

Balance at the end at Sep. 30, 2023

(14,072)

(38)

(14,110)

$ 86

$ 0

$ 1

$ 385,707

$ (159,297)

$ (31,099)

$ 195,398

$ 205

$ 195,603

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

63,443

38,546,594

[1]	indicates amount less than thousand

Net (Loss)/Income Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Net (Loss)/Income Per Share

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


	Three months ended September 30,				Nine months ended September 30,
	2023			2022	2023		2022
Numerator:
Net (loss)/income	$	(14,110)	$	8,221	$	(56,157)	$	26,484
Net loss attributable to noncontrolling interest		38		21		103		47
Net (loss)/income attributable to Barinthus Bio shareholders	$	(14,072)	$	8,242	$	(56,054)	$	26,531
Denominator:
Weighted-average ordinary shares outstanding, basic		38,533,833		37,247,123		38,320,208		37,213,787
Effect of dilutive stock options		—		909,441		—		1,012,304
Weighted-average ordinary shares outstanding, diluted		38,533,833		38,156,564		38,320,208		38,226,092
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.37)	$	0.22	$	(1.46)	$	0.71
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.37)	$	0.22	$	(1.46)	$	0.69

Commitments and Contingencies - Effective data of the lease term (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases
Right-of-use asset	$ 7,474		$ 7,753
Operating lease liability, current	1,501		433
Operating lease liability, non-current	11,202		$ 8,340
Operating cash flows used for operating leases	$ 396	$ 1,569
Weighted average remaining lease term (years)	9 years 1 month 6 days	9 years 9 months
Weighted average discount rate	7.50%	7.60%

Nature of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2023

Nature of Business and Basis of Presentation

Nature of Business and Basis of Presentation

1.	Nature of Business and Basis of Presentation

Barinthus Biotherapeutics plc (formerly Vaccitech plc) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021. Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (UK) Limited (formerly Vaccitech (UK) Limited), Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc. (formerly Vaccitech North America, Inc.), Barinthus Biotherapeutics Switzerland GmbH (formerly Vaccitech Switzerland GmbH) and Barinthus Biotherapeutics Italia S.R.L. (formerly Vaccitech Italia S.R.L.), are collectively referred to as the “Company” or “Barinthus Bio”. The Company is a clinical-stage biopharmaceutical company developing novel T cell immunotherapeutic candidates designed to guide the immune system to overcome chronic infectious diseases, autoimmunity and cancer. The Company is headquartered in Harwell, Oxfordshire, United Kingdom. On November 6, 2023, the Company announced its renaming as Barinthus Bio to represent the evolution and expansion of its focus beyond vaccines.

In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, the Company completed a corporate reorganization wherein the shareholders of Barinthus Biotherapeutics (UK) Limited exchanged each of their ordinary shares, series A shares and series B shares of Barinthus Biotherapeutics (UK) Limited for the same quantity of ordinary shares, series A shares and series B shares in Barinthus Biotherapeutics plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Barinthus Biotherapeutics plc as they had in Barinthus Biotherapeutics (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 Barinthus Biotherapeutics (UK) Limited and its subsidiaries and Barinthus Biotherapeutics plc at their historical carrying amounts. On April 4, 2022, a merger was effected between subsidiaries Vaccitech USA, Inc. and Barinthus Biotherapeutics North America, Inc., with Barinthus Biotherapeutics 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 consolidated 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 September 30, 2023, the Company had cash and cash equivalents of $160.3 million and an accumulated deficit of $159.3 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 September 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 nine months ended September 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 September 30, 2023, our results of operations for the three and nine months ended September 30, 2023, and 2022, and our cash flows for the nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other interim periods.

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepayments and accrued income	$ 4,510	$ 5,887
Value Added Tax receivable	1,719
Lease incentive receivable		1,770
Other	355	611
Total	$ 6,584	$ 8,268

Fair Value - Additional information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
General and administrative
Convertible loan notes
General and administrative	$ 0.3	$ 0.9
Avidea
Convertible loan notes
Contingent consideration liability			$ 1.8

Ordinary Shares

9 Months Ended

Sep. 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 September 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).

On November 6, 2023, we held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from pre-emption rights. Pursuant to such approval, our board of directors was authorized to allot shares up to an aggregate nominal amount of £1,928 free from statutory pre-emption rights.

Schedule of fair value stock option issued to employees

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
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.3-04)
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Reference 7: 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=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Commitments and Contingencies - Additional Information (Details) $ in Millions			9 Months Ended
	Jun. 14, 2022 USD ($) ft²	Sep. 03, 2021 USD ($) ft²	Sep. 30, 2023
Commitment and Contingencies
Number Of Square Feet Under Lease Agreement \| ft²		31,000
Other Non-current Assets
Commitment and Contingencies
Refundable security deposit		$ 0.7
MARYLAND \| Laboratory
Commitment and Contingencies
Number Of Square Feet Under Lease Agreement \| ft²	19,700
Additional lease term	5 years
Leasehold improvement expense	$ 3.5
MARYLAND \| Laboratory \| Other Non-current Assets
Commitment and Contingencies
Refundable security deposit	$ 0.2
Maximum \| In-License Agreements
Commitment and Contingencies
Percentage of future royalties for direct sales of a covered product			5.00%
Net payments received for allowable sublicenses of technology developed			7.00%
Minimum \| In-License Agreements
Commitment and Contingencies
Percentage of future royalties for direct sales of a covered product			1.00%
Net payments received for allowable sublicenses of technology developed			3.00%

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation


	Nine months ended
	September 30,
	2023		2022
Expected volatility	96.9	%	94.6	%
Expected term (years)	6.0		6.0
Risk-free interest rate	3.7	%	2.38	%
Expected dividend yield	—	%	—	%

Schedule of share based compensation expense

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


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Research and development	$	(746)	$	535	$	1,400	$	2,065
General and administrative		803		569		2,869		5,771
Total	$	57	$	1,104	$	4,269	$	7,836

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
License revenue
Revenue from related parties	$ 0.0	$ 6.2	$ 0.8	$ 38.2

Cash and cash equivalents

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
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-Paragraph 1
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-Name Accounting Standards Codification
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-Topic 220
-SubTopic 10
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-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Future annual minimum lease payments under operating leases
Remainder of 2023	$ 233
2024	1,737
2025	1,889
2026	1,913
2027	1,937
Thereafter	9,835
Total minimum lease payments	17,544
Less: imputed interest	(4,841)
Total operating lease liability	$ 12,703

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

Sep. 30, 2023

Dec. 31, 2022

Current assets:

$ 160,309

$ 194,385

Accounts receivable

323

Accounts receivable - related parties

5,524

Research and development incentives receivable

4,172

4,541

Prepaid expenses and other current assets

6,584

8,268

Total current assets

171,065

213,041

Goodwill

12,209

Property and equipment, net

12,269

7,957

Intangible assets, net

25,898

28,269

Right of use assets, net

7,474

7,753

Other assets

1,055

976

Total assets

229,970

270,205

Current liabilities:

Accounts payable

5,145

3,748

Accrued expenses and other current liabilities

11,923

8,061

Operating lease liability - current

1,501

433

Total current liabilities

18,569

12,242

Non-Current liabilities:

Operating lease liability

11,202

8,340

Contingent consideration

1,797

1,711

Deferred tax liability, net

1,521

3,746

Other non-current liabilities

1,278

965

Total liabilities

34,367

27,004

Commitments and contingencies (Note 14)

Ordinary shares, £0.000025 nominal value; 38,546,594 shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 37,683,531)

Additional paid-in capital

385,707

379,504

Accumulated deficit

(159,297)

(103,243)

Accumulated other comprehensive loss - foreign currency translation adjustments

(31,099)

(33,460)

Total shareholders' equity attributable to Barinthus Biotherapeutics plc shareholders

195,398

242,896

Noncontrolling interest

205

305

Total shareholders' equity

195,603

243,201

Total liabilities and shareholders' equity

229,970

270,205

Deferred A shares

Deferred shares

$ 86

Deferred B shares

Deferred shares

Deferred C shares

Summary of Significant Accounting Policies

Deferred shares

^[1]

$ 0

[1]	indicates amount less than thousand

Property and Equipment, net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property and Equipment, net
Depreciation expense	$ 0.7	$ 0.4	$ 1.6	$ 0.8
Leasehold improvements
Property and Equipment, net
Additions to property and equipment			$ 5.9	$ 6.8

Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease Cost
Short-term lease costs		$ 152	$ 189	$ 356
Fixed lease costs	$ 192	258	787	786
Total lease cost	$ 192	$ 410	$ 976	$ 1,142

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements as of and for the year ended December 31, 2022, except as discussed below related to newly adopted accounting pronouncements.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue,income 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

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.

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
The University of Oxford
Related Party Transactions
Expenses incurred	$ 0.1	$ 0.0	$ 0.1	$ 0.2
Amount owed to related party	0.1		0.1		$ 0.0
Oxford University Innovation Limited
Related Party Transactions
Expenses incurred	0.2	0.1	0.6	0.4
Amount owed to related party	0.2		0.2		0.0
Revenue recognized	0.0	$ 6.2	0.8	$ 38.2
Amount owed from related party	$ 0.0		$ 0.0		$ 5.5

Property and Equipment, net

Carrying amount as of the balance sheet date of obligations due all related parties.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
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-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Property and Equipment, net

9 Months Ended

Sep. 30, 2023

Property and Equipment, net

5.	Property and Equipment, net

During the nine months ended September 30, 2023, the Company’s additions to property and equipment, net were $5.9 million which primarily related to an increase in leasehold improvements from the Company’s U.S. office in Germantown, Maryland (nine months ended September 30, 2022: $6.8 million, related to leasehold improvements of the Company’s corporate headquarters).

Depreciation expense for the three and nine months ended September 30, 2023 was $0.7 million and $1.6 million, respectively (September 30, 2022: three and nine months was $0.4 million and $0.8 million, respectively).

Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Nature of Business and Basis of Presentation
Cash and cash equivalents	$ 160,309	$ 194,385
Accumulated deficit	$ (159,297)	$ (103,243)

Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock option
Share-Based Compensation
Exercise of stock options	6,391,680	4,976,180
Weighted average exercise price of options outstanding	$ 8.86	$ 8.90
Unrecognized compensation expenses related to options	$ 4.1	$ 8.7
Unrecognized compensation cost which is expected to be recognized over a weighted-average period	1 year 9 months 18 days	2 years 1 month 17 days
Barinthus Biotherapeutics plc Share Award Plan 2021
Share-Based Compensation
Number of unvested options canceled	664,449	372,916
Barinthus Biotherapeutics plc Share Award Plan 2021 \| Stock option
Share-Based Compensation
Options granted	2,221,706	2,265,040
Weighted-average grant date per-share fair value of stock options granted	$ 1.99	$ 3.53
Weighted average exercise price of options granted	$ 2.50	$ 9.15
Barinthus Biotherapeutics 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%

Fair Value

9 Months Ended

Sep. 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 September 30, 2023, the Company had a contingent consideration liability of $1.8 million related to the acquisition of Avidea Technologies, Inc. The fair value of the contingent consideration is a Level 3 valuation with the significant unobservable inputs being the probability of success of achievement of the 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				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Beginning balance	$	2,117	$	2,727	$	1,711	$	2,371
Change in fair value recognized in net income/(loss) ¹		(244)		317		72		943
Foreign exchange translation recognized in other comprehensive loss		(76)		(208)		14		(478)
Ending balance	$	1,797	$	2,836	$	1,797	$	2,836

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 nine month periods ending September 30, 2022, an expense of $0.3 million and $0.9 million, respectively, has been reclassified to conform the presentation for comparator periods.

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

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

Foreign Currency Transaction Gains/Losses in General and Administrative Expenses (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Foreign Currency Transaction Gains/Losses in General and Administrative Expenses
Net foreign exchange gain	$ 6.6	$ 18.7	$ 1.1	$ 39.1

Fair Value (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Beginning balance	$	2,117	$	2,727	$	1,711	$	2,371
Change in fair value recognized in net income/(loss) ¹		(244)		317		72		943
Foreign exchange translation recognized in other comprehensive loss		(76)		(208)		14		(478)
Ending balance	$	1,797	$	2,836	$	1,797	$	2,836

Net (Loss)/Income Per Share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive securities excluded from computation of earnings per share
Shares excluded from the computation of diluted weighted-average shares outstanding	909,441		1,012,304
Stock options
Antidilutive securities excluded from computation of earnings per share
Shares excluded from the computation of diluted weighted-average shares outstanding	3,201,290	6,391,680	2,697,808

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Sep. 30, 2023	Dec. 31, 2022
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, authorized	38,546,594	37,683,531
Ordinary shares, issued	38,546,594	37,683,531
Ordinary shares, outstanding	38,546,594	37,683,531
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	0	570,987
Deferred shares, issued	0	570,987
Deferred shares, outstanding	0	570,987
Deferred C shares
Deferred shares, nominal value	£ 0.000007	£ 0.000007
Deferred shares, authorized	0	27,828,231
Deferred shares, issued	0	27,828,231
Deferred shares, outstanding	0	27,828,231

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets

Prepaid Expenses and Other Current Assets (in thousands):


	September 30,		December 31,
	2023		2022
Prepayments and accrued income	$	4,510	$	5,887
Value Added Tax receivable		1,719		—
Lease incentive receivable		—		1,770
Other		355		611
Total	$	6,584	$	8,268

Intangible Assets, net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
Intangible Assets, net (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets, net
Amortization expense for intangible assets	$ 0.8	$ 0.8	$ 2.4	$ 2.4
Estimated annual amortization expense					$ 3.2
Developed technology
Intangible Assets, net
Intangible assets, gross	31.6		31.6			$ 31.6
Intangible assets, accumulated amortization	$ 5.7		$ 5.7			$ 3.3

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

14.	Commitments and Contingencies

In-License Agreements

The Company is party to a number of licensing agreements, most of which are with related parties. These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including influenza, cancer, human papillomavirus infection, (“HPV”), hepatitis B virus (“HBV”) and middle east respiratory syndrome (“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 or accrued any material payments under these license agreements during the nine month periods ended September 30, 2023 and 2022.

Leases

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

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 $0.7 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 asset and lease liability are as follows (in thousands):


	September 30,		December 31,
	2023		2022
Right-of-use asset	$	7,474	$	7,753
Operating lease liability, current	$	1,501	$	433
Operating lease liability, non-current	$	11,202	$	8,340


	Nine months ended September 30,
	2023			2022
Other information
Operating cash flows used for operating leases	$	396		$	1,569
Weighted average remaining lease term (years)		9.10			9.75
Weighted average discount rate		7.5	%		7.6	%


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Lease Cost
Short-term lease costs	$	—	$	152	$	189	$	356
Fixed lease costs		192		258		787		786
Total lease cost	$	192	$	410	$	976	$	1,142

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


Remainder of 2023	$	233
2024		1,737
2025		1,889
2026		1,913
2027		1,937
Thereafter		9,835
Total minimum lease payments	$	17,544
Less: imputed interest		(4,841)
Total operating lease liability	$	12,703

Other contingencies

As of the date of this Quarterly Report on Form 10-Q, we do not believe we are party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. However, from time to time, we could be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee - Enterprise Management Incentive Share Option Scheme	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation
Expected volatility	96.90%	94.60%
Expected term (years)	6 years	6 years
Risk-free interest rate	3.70%	2.38%
Expected dividend yield	0.00%	0.00%

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities

Accrued Expenses and Other Current Liabilities (in thousands):


	September 30,		December 31,
	2023		2022
Accrued manufacturing and clinical expenses	$	6,791	$	2,997
Accrued board of director compensation		37		9
Accrued bonus		1,720		1,925
Accrued payroll and employee benefits		979		928
Accrued professional fees		1,081		1,270
Accrued other		1,315		932
Total	$	11,923	$	8,061

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

8.	Accrued Expenses and Other Current Liabilities (in thousands):


	September 30,		December 31,
	2023		2022
Accrued manufacturing and clinical expenses	$	6,791	$	2,997
Accrued board of director compensation		37		9
Accrued bonus		1,720		1,925
Accrued payroll and employee benefits		979		928
Accrued professional fees		1,081		1,270
Accrued other		1,315		932
Total	$	11,923	$	8,061

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Compensation

Share-Based Compensation

13.Share-Based Compensation

During the nine month period ended September 30, 2023, in accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”), 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.

For the nine months ended September 30, 2023, the Company granted 2,221,706 options to employees and directors with a weighted average grant date fair value of $1.99 and a weighted average exercise price of $2.50 per share (September 30, 2022: granted 2,265,040 options,weighted average grant date fair value of $3.53 and a weighted average exercise price of $9.15 per share). For the nine months ended September 30, 2023, 664,449 options (September 30, 2022: 372,916 ) were forfeited.

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


	Nine months ended
	September 30,
	2023		2022
Expected volatility	96.9	%	94.6	%
Expected term (years)	6.0		6.0
Risk-free interest rate	3.7	%	2.38	%
Expected dividend yield	—	%	—	%

As of September 30, 2023, 6,391,680 options with a weighted average exercise price of $8.86 were outstanding. As of September 30, 2023, there was $4.1 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.8 years. As of September 30, 2022, 4,976,180 options with a weighted average exercise price of $8.90 were outstanding. As of September 30, 2022, there was $8.7 million unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.13 years.

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


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Research and development	$	(746)	$	535	$	1,400	$	2,065
General and administrative		803		569		2,869		5,771
Total	$	57	$	1,104	$	4,269	$	7,836

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation
Share based compensation expense	$ 57	$ 1,104	$ 4,269	$ 7,836
Research and development
Share-Based Compensation
Share based compensation expense	(746)	535	1,400	2,065
General and administrative
Share-Based Compensation
Share based compensation expense	$ 803	$ 569	$ 2,869	$ 5,771

Foreign Currency Transaction Gains/Losses in General and Administrative Expenses

9 Months Ended

Sep. 30, 2023

Foreign Currency Transaction Gains/Losses in General and Administrative Expenses

Foreign Currency Translation in General and Administrative Expenses

3.	Foreign Currency Transaction Gains/Losses in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss included in determining net loss recognized in general and administrative expenses for the three and nine months ended September 30, 2023, was a gain of $6.6 million and a loss of $1.1 million, respectively. The aggregate net foreign exchange gain or loss included in determining net income recognized in general and administrative expenses for the three and nine months ended September 30, 2022, was a gain of $18.7 million and a gain of $39.1 million, respectively.

Ordinary Shares (Details)		9 Months Ended
Ordinary Shares (Details)	Apr. 21, 2021	Sep. 30, 2023 Vote	Nov. 06, 2023 EUR (€)
Ordinary Shares
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
Subsequent event
Ordinary Shares
Maximum aggregate nominal amount of shares authorized to be allotted free from pre-emption rights \| €			€ 1,928
IPO
Ordinary Shares
Maximum period to exercise preemptive rights	5 years

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 02, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Entity File Number	001-40367
Entity Registrant Name	BARINTHUS BIOTHERAPEUTICS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Unit 6-10, Zeus Building Rutherford Avenue
Entity Address, Address Line Two	Harwell
Entity Address, City or Town	Didcot
Entity Address, Country	GB
Entity Address, Postal Zip Code	OX11 0DF
City Area Code	+44 (0)
Local Phone Number	1865 818 808
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		38,565,272
Entity Central Index Key	0001828185
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Ordinary shares
Document Information
Title of 12(b) Security	Ordinary shares, nominal value £0.000025 per share
No Trading Symbol Flag	true
American Depositary Shares
Document Information
Title of 12(b) Security	American Depositary Shares
Trading Symbol	BRNS
Security Exchange Name	NASDAQ

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 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):


	September 30,		December 31,
	2023		2022
Right-of-use asset	$	7,474	$	7,753
Operating lease liability, current	$	1,501	$	433
Operating lease liability, non-current	$	11,202	$	8,340

Schedule of other information on lease liabilities


	Nine months ended September 30,
	2023			2022
Other information
Operating cash flows used for operating leases	$	396		$	1,569
Weighted average remaining lease term (years)		9.10			9.75
Weighted average discount rate		7.5	%		7.6	%

Schedule of company's Lease Cost


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Lease Cost
Short-term lease costs	$	—	$	152	$	189	$	356
Fixed lease costs		192		258		787		786
Total lease cost	$	192	$	410	$	976	$	1,142

Schedule of future annual minimum lease payments under operating leases

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


Remainder of 2023	$	233
2024		1,737
2025		1,889
2026		1,913
2027		1,937
Thereafter		9,835
Total minimum lease payments	$	17,544
Less: imputed interest		(4,841)
Total operating lease liability	$	12,703

Deferred Shares (Details) - GBP (£) £ / shares in Units, £ in Millions	Sep. 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

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill.

Goodwill

12.Goodwill

The Company identified qualitative indicators of impairment due to a sustained decline in the price of the Company’s American Depositary Shares, whereby the market capitalization continues to be below the value of the net assets of the Company. Therefore, the Company performed an interim qualitative assessment as of September 30, 2023 to determine whether it was more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount and hence no impairment loss has been recognized.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 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,income 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.

Fair Value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair value and classified within Level 3
Beginning balance	$ 2,117	$ 2,727	$ 1,711	$ 2,371
Change in fair value recognized in net income/(loss)	(244)	317	72	943
Foreign exchange translation recognized in other comprehensive loss	(76)	(208)	14	(478)
Ending balance	$ 1,797	$ 2,836	$ 1,797	$ 2,836

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

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Total revenue

$ 6,165

$ 802

$ 38,246

Operating expenses

Research and development

$ 15,144

9,744

38,501

30,165

General and administrative

961

(10,815)

26,227

(12,971)

Total operating expenses

16,105

(1,071)

64,728

17,194

(Loss)/income from operations

(16,105)

7,236

(63,926)

21,052

Other income /(expense):

Interest income

196

1,024

2,306

1,776

Interest expense

(7)

(21)

Research and development incentives

1,205

(724)

2,921

1,150

Other (expense)/ income, net

(2)

308

Total other income /(expense)

1,392

311

5,514

2,980

(Loss)/profit before income tax

(14,713)

7,547

(58,412)

24,032

Tax benefit

603

674

2,255

2,452

Net loss attributable to noncontrolling interest

(14,110)

8,221

(56,157)

26,484

103

Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders

$ (14,072)

$ 8,242

$ (56,054)

$ 26,531

Weighted-average ordinary shares outstanding, basic

38,533,833

37,247,123

38,320,208

37,213,787

Weighted-average ordinary shares outstanding, diluted

38,533,833

38,156,564

38,320,208

38,226,092

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

$ (0.37)

$ 0.22

$ (1.46)

$ 0.71

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

$ (0.37)

$ 0.22

$ (1.46)

$ 0.69