SEC Filing | Vaccitech

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission File Number: 001-40367

VACCITECH PLC

(Exact Name of Registrant as Specified in its Charter)


England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
The Schrodinger Building Heatley Road The Oxford Science Park Oxford, United Kingdom	OX4 4GE
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +44 (0) 1865 818 808

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares*	VACC	The Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share**

*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share.

**Not for trading, but only in connection with the listing of American Depositary Shares on The Nasdaq Global Market.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

As of November 12, 2021, the registrant had 34,852,426 ordinary shares, nominal value £0.000025 per share, outstanding.

Table of Contents


		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	28
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
SIGNATURES		33

We own various trademark registrations and applications, and unregistered trademarks, including our name and our corporate logo. We have an exclusive license to use and display the Vaccitech registered trademark in order to commercialize Vaccitech in the United Kingdom. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

From time to time, we may use our website, our Facebook page at Facebook.com/Vaccitech, our Twitter account at @Vaccitechplc and our LinkedIn account at linkedin.com/company/Vaccitech-plc/to distribute material information. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.vaccitech.co.uk. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our Facebook page, our Twitter posts and our LinkedIn posts are not incorporated into, and does not form a part of, this Quarterly Report.

Table of Contents

PART I -  FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Condensed Consolidated Financial Statements (Unaudited)	Page
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations and Comprehensive Loss	3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit)	4
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7

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VACCITECH PLC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

(UNAUDITED)


	September 30,			December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	233,871		$	43,266
Accounts receivable		42			518
Research and development incentives receivable		5,382			2,708
Prepaid expenses and other current assets		6,684			1,409
Total current assets		245,979			47,901
Property and equipment, net		1,033			629
Right of use assets, net		8,780			2,136
Deferred tax assets		60			—
Other assets		719			—
Total assets	$	256,571		$	50,666

LIABILITIES, REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	1,337		$	4,667
Accrued expenses and other current liabilities		4,404			2,537
Deferred revenue		196			245
Current portion of lease liability		435			192
Total current liabilities		6,372			7,641
Convertible loan notes – non current		—			44,700
Lease liability – non current		7,728			1,472
Total liabilities	$	14,100		$	53,813
Commitments and contingencies (Note 11)
Series A redeemable convertible preferred shares (Series A shares); £0.10 nominal value; no shares issued and outstanding; (December 31, 2020: issued and outstanding: 22,065)	$	—		$	33,765
Series B redeemable convertible preferred shares (Series B shares); £0.10 nominal value; no shares issued and outstanding; (December 31, 2020: issued and outstanding: no shares issued or outstanding)	$	—		$	—
Shareholders’ equity:
Ordinary shares, £0.000025 nominal value; 34,328,231 shares authorized, issued and outstanding (December 31, 2020: authorized, issued and outstanding: 7,960,458)		1			0	¹
Deferred A shares, £1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2020: no shares issued or outstanding)		86			—
Deferred B shares, £1 nominal value; 570,987 shares authorized, issued and outstanding (December 31, 2020: no shares issued or outstanding)		8			—
Deferred C shares, £0,000007 nominal value, 27,828,231 shares authorized, issued and outstanding (December 31, 2020: authorized, issued and outstanding: 7,960,458)		0	¹		0	¹
Additional paid-in capital		344,396			21,660
Accumulated deficit		(93,472)			(57,720)
Accumulated other comprehensive loss – foreign currency translation adjustments		(9,041)			(1,243)
Noncontrolling interest		493			391
Total shareholders’ equity	$	242,471		$	(36,912)
Total liabilities, redeemable convertible preferred shares and shareholders’ equity	$	256,571		$	50,666

¹ indicates amount less than thousand

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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VACCITECH PLC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

(UNAUDITED)


	Three months ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
License revenue	$	16	$	2,663	$	48	$	2,705
Service revenue		—		60		21		376
Research grants and contracts		3		528		200		1,386
Total revenue		19		3,251		269		4,467
Operating expenses
Research and development		4,371		3,702		13,490		11,821
General and administrative		1,184		977		15,332		3,059
Total operating expenses		5,555		4,679		28,822		14,880
Loss from operations		(5,536)		(1,428)		(28,553)		(10,413)
Other income (expense):
Change in fair value of derivatives		—		3		5,994		3
Unrealized exchange gain on convertible loan notes		—		982		209		982
Loss on extinguishment of convertible loan notes		—		—		(13,789)		—
Interest income		—		—		2		—
Interest expense		—		(969)		(2,650)		(969)
Research and development incentives		959		1,612		2,789		2,989
Other		—		—		(3)		—
Total other (expense) income		959		1,628		(7,448)		3,005
Tax (expense)/benefit		7		—		60		—
Net (loss)/ income		(4,570)		200		(35,941)		(7,408)
Net loss/ (income) attributable to noncontrolling interest		13		(42)		189		157
Net (loss)/ income attributable to Vaccitech plc Shareholders		(4,557)		158		(35,752)		(7,251)

Weighted-average ordinary shares outstanding, basic		34,843,154		7,937,384		22,697,462		7,886,488
Weighted-average ordinary shares outstanding, diluted		34,843,154		15,867,533		22,697,462		7,886,488
Net( loss)/ income per share attributable to ordinary shareholders, basic	$	(0.13)	$	0.02	$	(1.58)	$	(0.92)
Net (loss)/ income per share attributable to ordinary shareholders, diluted	$	(0.13)	$	0.01	$	(1.58)	$	(0.92)

Net (loss)/ income	$	(4,570)	$	200	$	(35,941)	$	(7,408)
Other comprehensive (loss)/ income – foreign currency translation adjustments		(6,473)		68		(7,803)		(759)
Comprehensive (loss)/ income		(11,043)		268		(43,744)		(8,167)
Comprehensive loss/ (income) attributable to noncontrolling interest		25		(49)		194		169
Comprehensive (loss)/ income attributable to Vaccitech plc shareholders	$	(11,018)	$	219	$	(43,550)	$	(7,998)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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VACCITECH PLC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES

AND SHAREHOLDERS’ EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

(UNAUDITED)


	Nine months ended September 30, 2021
	Series A			Series B
	Redeemable			Redeemable																					Accumulated
	Convertible Preferred			Convertible																	Additional				Other				Total
	Shares			Preferred Shares			Ordinary Shares				Deferred A Shares			Deferred B Shares			Deferred C Shares				Paid-in-		Accumulated		Comprehensive		Noncontrolling		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount			Shares	Amount		Shares	Amount		Shares	Amount			capital		Deficit		Loss		Interest		(Deficit)/Equity
Balance, January 1, 2021, as previously reported	22,065	$	33,765	—	$	—	7,960,458	$	0	¹	—	$	—	—	$	—	7,960,458	$	0	¹	$	19,531	$	(55,591)	$	(1,243)	$	391	$	(36,912)
Share-based compensation – restatement (see note 1)	—		—	—		—	—		—		—		—	—		—	—		—			2,129		(2,129)		—		—	$	—
Balance, January 1, 2021, as restated	22,065	$	33,765	—	$	—	7,960,458	$	0	¹	—	$	—	—	$	—	7,960,458	$	0	¹	$	21,660	$	(57,720)	$	(1,243)	$	391	$	(36,912)
Share-based compensation	—		—	—		—	—		—		—		—	—		—	—		—			797		—		—		—		797
Issue of Series B shares, net of issuance costs	—		—	28,957		121,837	—		—		—		—	—		—	—		—			—		—		—		—		—
Series B Shares issued on conversion of convertible notes	—		—	12,421		53,721	—		—		—		—	—		—	—		—			—		—		—		—		—
Issue of Deferred A shares	—		(29)	—		(57)	—		—		63,443		86	—		—	—		—			—		—		—		—		86
Issue of ordinary shares	—		—	—		—	263,886		0	¹	—		—	—		—	263,886		0	¹		—		—		—		—		0	¹
Foreign currency translation adjustments	—		—	—		—	—		—		—		—	—		—	—		—			—		—		(1,420)		4		(1,416)
Net loss	—		—	—		—	—		—		—		—	—		—	—		—			—		(15,268)		—		(118)		(15,386)
Balance, March 31, 2021	22,065	$	33,736	41,378	$	175,501	8,224,344	$	0	¹	63,443	$	86	—	$	—	8,224,344	$	0	¹	$	22,457	$	(72,988)	$	(2,663)	$	277	$	(52,831)
Share-based compensation	—		—	—		—	—		—		—		—	—		—	—		—			8,736		—		—		—		8,736
Initial public offering, net of underwriting discounts	—		—	—		—	6,500,000		0	¹	—		—	—		—	—		—			102,765		—		—		—		102,765
Offering Cost	—		—	—		—	—		—		—		—	—		—	—		—			(2,394)		—		—		—		(2,394)
Conversion of Series A shares	(22,065)		(33,736)	—		—	6,818,085		0	¹	—		—	198,585		3	6,818,085		0	¹		33,733		—		—		—		33,736
Conversion of Series B shares	—		—	(41,378)		(175,501)	12,785,802		0	¹	—		—	372,402		5	12,785,802		0	¹		175,496		—		—		—		175,501
Issue of share to non-controlling interest	—		—	—		—	—		—		—		—	—		—	—		—			—		—		—		296		296
Foreign currency translation adjustments	—		—	—		—	—		—		—		—	—		—	—		—			—		—		83		3		86
Net loss	—		—	—		—	—		—		—		—	—		—	—		—			—		(15,927)		—		(58)		(15,985)
Balance, June 30, 2021	—	$	—	—	$	—	34,328,231	$	1		63,443	$	86	570,987	$	8	27,828,231	$	0	¹	$	340,793	$	(88,915)	$	(2,580)	$	518	$	249,911
Share-based compensation	—		—	—		—	—		—		—		—	—		—	—		—			3,374		—		—		—		3,374
Offering cost refund	—		—	—		—	—		—		—		—	—		—	—		—			229		—		—		—		229
Foreign currency translation adjustments	—		—	—		—	—		—		—		—	—		—	—		—			—		—		(6,461)		(12)		(6,473)
Net loss	—		—	—		—	—		—		—		—	—		—	—		—			—		(4,557)		—		(13)		(4,570)
Balance, September 30, 2021	—	$	—	—	$	—	34,328,231	$	1		63,443	$	86	570,987	$	8	27,828,231	$	0	¹	$	344,396	$	(93,472)	$	(9,041)	$	493	$	242,471

¹ Indicates amount less than thousand

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

VACCITECH PLC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES

AND SHAREHOLDERS’ EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

(UNAUDITED)

Nine months ended September 30, 2020

Series A

Series B

Redeemable

Accumulated

Convertible Preferred

Convertible

Additional

Other

Total

Shares

Preferred Shares

Ordinary Shares

Deferred A Shares

Deferred B Shares

Deferred C Shares

Paid-in-

Accumulated

Comprehensive

Noncontrolling

Shareholders’

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

capital

Deficit

Loss

Interest

Deficit

Balance, January 1, 2020, as previously reported

22,065

33,765

—

7,276,332

—

7,276,332

15,906

(37,885)