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Washington, D.C. 20549





(Amendment No. 1) 





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 12, 2022





(Exact name of registrant as specified in its charter)




England and Wales 001-40367 Not Applicable

(State or other jurisdiction

of incorporation)


File Number)

(I.R.S. Employer

Identification No.)


Vaccitech plc

The Schrödinger Building

Heatley Road

The Oxford Science Park

Oxford OX4 4GE

United Kingdom

(Address of principal executive offices, including zip code)


+44 (0) 1865 818 808

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company  x


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.  ¨


*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 the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.









On May 13, 2022, Vaccitech plc (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Original Form 8-K”) to disclose that it had dismissed BDO LLP (“BDO”) as its independent registered public accounting firm and appointed PricewaterhouseCoopers LLP as its new independent registered public accounting firm. The Company provided BDO with a copy of the disclosures it made in the Original Form 8-K and requested that BDO furnish a letter addressed to the SEC stating whether it agrees with the statements made therein. This Form 8-K/A amends the Original Form 8-K solely to include a copy of BDO’s letter, dated May 20, 2022, which is filed as Exhibit 16.1 to this Form 8-K/A.


Except as described above, all other information in the Original 8-K remains unchanged.


Item 9.01.Financial Statements and Exhibits.


(d) Exhibits


16.1 Letter from BDO LLP, dated May 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 


  Vaccitech plc
Date: May 24, 2022 By:

/s/ William Enright

    William Enright

Chief Executive Officer 





Exhibit 16.1


Tel: +44 (0)20 7486 5888

Fax: +44 (0)20 7487 3686

DX 9025 West End W1


55 Baker Street

London W1U 7EU


May 20, 2022


Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

United States of America


We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on May 10, 2022, filed by our former client, Vaccitech plc. We agree with the statements made in response to that Item insofar as they relate to our Firm.


Very truly yours,






BDO LLP, a UK limited liability partnership registered in England and Wales under number OC305127, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. A list of members’ names is open to inspection at our registered office, 55 Baker Street, London W1U 7EU. BDO LLP is authorised and regulated by the Financial Conduct Authority to conduct investment business.