Barinthus Biotherapeutics (BRNS) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40367
Entity Registrant Name	Vaccitech plc
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	00-0000000
Entity Address, Country	GB
Entity Address, Address Line One	The Schrodinger Building
Entity Address, Address Line Two	The Oxford Science Park
Entity Address, City or Town	Oxford
Entity Address, Postal Zip Code	OX4 4GE
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		34,852,426
Entity Central Index Key	0001828185
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.000025 per share
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares
Trading Symbol	VACC
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
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
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)
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
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
Series A shares
Current liabilities:
Redeemable convertible preferred shares		33,765
Deferred A shares
Shareholders' equity:
Deferred shares	86
Deferred B shares
Shareholders' equity:
Deferred shares	8
Deferred C shares
Shareholders' equity:
Deferred shares	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Sep. 30, 2021	Dec. 31, 2020
Ordinary shares, nominal value	£ 0.000025	£ 0.000025
Ordinary shares, shares authorized	34,328,231	7,960,458
Ordinary shares, shares issued	34,328,231	7,960,458
Ordinary shares, shares outstanding	34,328,231	7,960,458
Series A shares
Redeemable convertible preferred shares, nominal value	£ 0.10	£ 0.10
Redeemable convertible preferred shares, shares issued	0	22,065
Redeemable convertible preferred shares, shares outstanding	0	22,065
Series B redeemable convertible preferred shares
Redeemable convertible preferred shares, nominal value	£ 0.10	£ 0.10
Redeemable convertible preferred shares, shares issued	0	0
Redeemable convertible preferred shares, shares outstanding	0	0
Deferred A shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, shares authorized	63,443	63,443
Deferred shares, shares issued	63,443	0
Deferred shares, shares outstanding	63,443	0
Deferred B shares
Deferred shares, nominal value	£ 1	£ 1
Deferred shares, shares authorized	570,987	570,987
Deferred shares, shares issued	570,987	0
Deferred shares, shares outstanding	570,987	0
Deferred C shares
Deferred shares, nominal value	£ 0.000007	£ 0.000007
Deferred shares, shares authorized	27,828,231	7,960,458
Deferred shares, shares issued	27,828,231	7,960,458
Deferred shares, shares outstanding	27,828,231	7,960,458

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
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)
License revenue
Total revenue	16	2,663	48	2,705
Service revenue
Total revenue		60	21	376
Research grants and contracts
Total revenue	$ 3	$ 528	$ 200	$ 1,386

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Series A sharesAs previously reported	Series A shares	Series B redeemable convertible preferred sharesAs previously reported	Series B redeemable convertible preferred shares	Deferred A sharesDeferred SharesAs previously reported	Deferred A sharesDeferred Shares	Deferred B sharesDeferred SharesAs previously reported	Deferred B sharesDeferred Shares	Deferred C sharesDeferred SharesAs previously reported	Deferred C sharesDeferred Shares	Ordinary SharesAs previously reported	Ordinary Shares	Additional Paid-in-capitalAs previously reported	Additional Paid-in-capitalRestatement	Additional Paid-in-capital	Accumulated DeficitAs previously reported	Accumulated DeficitRestatement	Accumulated Deficit	Accumulated Other Comprehensive LossAs previously reported	Accumulated Other Comprehensive Loss	Noncontrolling InterestAs previously reported	Noncontrolling Interest	As previously reported	Total
Balance at the beginning at Dec. 31, 2019	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2019	22,065	22,065	0
Balance at the end at Mar. 31, 2020		$ 33,765		$ 0
Balance at the end (in shares) at Mar. 31, 2020		22,065		0
Balance at the beginning (Share based compensation correction) at Dec. 31, 2019														$ 2,129			$ (2,129)
Balance at the beginning at Dec. 31, 2019					$ 0		$ 0		$ 0	$ 0	$ 0	$ 0	$ 15,906		$ 18,035	$ (37,885)		$ (40,014)	$ (467)	$ (467)	$ 367	$ 367	$ (22,079)	$ (22,079)
Balance at the beginning (in shares) at Dec. 31, 2019					0				7,276,332	7,276,332	7,276,332	7,276,332
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation															856									856
Initial public offering, net of underwriting discounts										$ 0		$ 0												0
Issue of ordinary shares (in shares)										479,568		479,568
Issue of ordinary shares										$ 0		$ 0												0
Exercise of stock options										$ 0		$ 0												0
Exercise of stock options (in shares)										148,938		148,938
Foreign currency translation adjustments																				(665)		(18)		(683)
Net loss																		(3,821)				(130)		(3,951)
Balance at the end at Mar. 31, 2020						$ 0		$ 0		$ 0		$ 0			18,891			(43,835)		(1,132)		219		(25,857)
Balance at the end (in shares) at Mar. 31, 2020						0				7,904,838		7,904,838
Balance at the beginning at Dec. 31, 2019	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2019	22,065	22,065	0
Balance at the end at Sep. 30, 2020		$ 33,765
Balance at the end (in shares) at Sep. 30, 2020		22,065
Balance at the beginning (Share based compensation correction) at Dec. 31, 2019														2,129			(2,129)
Balance at the beginning at Dec. 31, 2019					$ 0		0		$ 0	$ 0	$ 0	$ 0	15,906		18,035	(37,885)		(40,014)	(467)	(467)	367	367	(22,079)	(22,079)
Balance at the beginning (in shares) at Dec. 31, 2019					0				7,276,332	7,276,332	7,276,332	7,276,332
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustments																								(759)
Net loss																								(7,408)
Balance at the end at Sep. 30, 2020										$ 0		$ 0			19,460			(47,265)		(1,214)		198		(28,821)
Balance at the end (in shares) at Sep. 30, 2020										7,957,368		7,957,368
Balance at the beginning at Mar. 31, 2020		$ 33,765		$ 0
Balance at the beginning (in shares) at Mar. 31, 2020		22,065		0
Balance at the end at Jun. 30, 2020		$ 33,765
Balance at the end (in shares) at Jun. 30, 2020		22,065
Balance at the beginning at Mar. 31, 2020						$ 0		0		$ 0		$ 0			18,891			(43,835)		(1,132)		219		(25,857)
Balance at the beginning (in shares) at Mar. 31, 2020						0				7,904,838		7,904,838
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation															415									415
Foreign currency translation adjustments																				(143)		(1)		(144)
Net loss																		(3,588)				(69)		(3,657)
Balance at the end at Jun. 30, 2020										$ 0		$ 0			19,306			(47,423)		(1,275)		149		(29,243)
Balance at the end (in shares) at Jun. 30, 2020										7,904,838		7,904,838
Balance at the end at Sep. 30, 2020		$ 33,765
Balance at the end (in shares) at Sep. 30, 2020		22,065
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation															154									154
Exercise of stock options										$ 0		$ 0												0
Exercise of stock options (in shares)										52,530		52,530
Foreign currency translation adjustments																				61		7		68
Net loss																		158				42		200
Balance at the end at Sep. 30, 2020										$ 0		$ 0			19,460			(47,265)		(1,214)		198		(28,821)
Balance at the end (in shares) at Sep. 30, 2020										7,957,368		7,957,368
Balance at the beginning at Dec. 31, 2020	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2020	22,065	22,065	0	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issue of shares				$ 121,837
Issue of Series B shares, net of issuance costs (in shares)				28,957
Issue of Series B shares, net of issuance costs				$ 53,721
Series B Shares issued on conversion of convertible notes (in shares)				12,421
Issue of Deferred A shares		$ (29)		$ (57)
Balance at the end at Mar. 31, 2021		$ 33,736		$ 175,501
Balance at the end (in shares) at Mar. 31, 2021		22,065		41,378						8,224,344
Balance at the beginning (Share based compensation correction) at Dec. 31, 2020														2,129			(2,129)
Balance at the beginning at Dec. 31, 2020					$ 0		$ 0		$ 0	$ 0	$ 0	$ 0	19,531		21,660	(55,591)		(57,720)	(1,243)	(1,243)	391	391	(36,912)	(36,912)
Balance at the beginning (in shares) at Dec. 31, 2020					0		0		7,960,458	7,960,458	7,960,458	7,960,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation															797									797
Initial public offering, net of underwriting discounts										$ 0		$ 0												0
Issue of ordinary shares (in shares)										263,886		263,886
Issue of Deferred A shares						$ 86																		86
Issue of Deferred A shares (in shares)						63,443
Issue of ordinary shares										$ 0		$ 0												0
Foreign currency translation adjustments																				(1,420)		4		(1,416)
Net loss																		(15,268)				(118)		(15,386)
Balance at the end at Mar. 31, 2021						$ 86		0		0		$ 0			22,457			(72,988)		(2,663)		277		(52,831)
Balance at the end (in shares) at Mar. 31, 2021						63,443						8,224,344
Balance at the beginning at Dec. 31, 2020	$ 33,765	$ 33,765	$ 0
Balance at the beginning (in shares) at Dec. 31, 2020	22,065	22,065	0	0
Balance at the end (in shares) at Sep. 30, 2021		0		0
Balance at the beginning (Share based compensation correction) at Dec. 31, 2020														$ 2,129			$ (2,129)
Balance at the beginning at Dec. 31, 2020					$ 0		$ 0		$ 0	$ 0	$ 0	$ 0	$ 19,531		21,660	$ (55,591)		(57,720)	$ (1,243)	(1,243)	$ 391	391	$ (36,912)	(36,912)
Balance at the beginning (in shares) at Dec. 31, 2020					0		0		7,960,458	7,960,458	7,960,458	7,960,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustments																								(7,803)
Net loss																								(35,941)
Balance at the end at Sep. 30, 2021						$ 86		$ 8		$ 0		$ 1			344,396			(93,472)		(9,041)		493		242,471
Balance at the end (in shares) at Sep. 30, 2021						63,443		570,987		27,828,231		34,328,231
Balance at the beginning at Mar. 31, 2021		$ 33,736		$ 175,501
Balance at the beginning (in shares) at Mar. 31, 2021		22,065		41,378						8,224,344
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of Series A shares		$ (33,736)
Conversion of Series A shares (in shares)		(22,065)						198,585		6,818,085
Conversion of Series B shares				$ (175,501)
Conversion of Series B shares (in shares)				(41,378)				372,402
Balance at the beginning at Mar. 31, 2021						$ 86		$ 0		$ 0		$ 0			22,457			(72,988)		(2,663)		277		(52,831)
Balance at the beginning (in shares) at Mar. 31, 2021						63,443						8,224,344
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation															8,736									8,736
Initial public offering, net of underwriting discounts												$ 0			102,765									102,765
Issue of ordinary shares (in shares)												6,500,000
Offering Cost															(2,394)									(2,394)
Conversion of Series A shares								3		0		$ 0			33,733									33,736
Conversion of Series A shares (in shares)												6,818,085
Conversion of Series B shares								5		$ 0		$ 0			175,496									175,501
Conversion of Series B shares (in shares)										12,785,802		12,785,802
Issue of share to non-controlling interest																						296		296
Issue of ordinary shares												$ 0			102,765									102,765
Foreign currency translation adjustments																				83		3		86
Net loss																		(15,927)				(58)		(15,985)
Balance at the end at Jun. 30, 2021						$ 86		$ 8		$ 0		$ 1			340,793			(88,915)		(2,580)		518		249,911
Balance at the end (in shares) at Jun. 30, 2021						63,443		570,987		27,828,231		34,328,231
Balance at the end (in shares) at Sep. 30, 2021		0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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 at the end at Sep. 30, 2021						$ 86		$ 8		$ 0		$ 1			$ 344,396			$ (93,472)		$ (9,041)		$ 493		$ 242,471
Balance at the end (in shares) at Sep. 30, 2021						63,443		570,987		27,828,231		34,328,231

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (35,941)	$ (7,408)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	12,907	1,425
Depreciation and amortization	281	152
ROU asset and liability	(10)	30
Fair valuation gain on embedded derivatives	(5,994)	(3)
Unrealized foreign exchange gain on convertible loan notes	(209)	(982)
Non-cash interest expense on convertible loan notes	813	969
Deferred tax benefit	(62)
Loss on conversion of convertible loan notes	13,789
Changes in operating assets and liabilities:
Accounts receivable	486	927
Prepaid expenses and other current assets	(5,494)	(862)
Research and development incentives receivable	(2,815)	621
Accounts payable	(3,414)	(2,017)
Accrued expenses and other current liabilities	1,846	1,202
Deferred revenue	(48)	(186)
Other assets	(746)
Net cash used in operating activities	(24,611)	(6,132)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(722)	(98)
Net cash used in investing activities	(722)	(98)
CASH FLOWS FROM FINANCING ACTIVITIES:
Initial public offering costs	(2,165)
Transaction costs for Series B shares	(3,402)
Proceeds from issue of Series B shares	125,239
Proceeds from issue of shares to noncontrolling interest	296
Proceeds from issuance of ordinary shares, net of underwriters fees	102,765
Transaction costs for convertible loan notes		(20)
Proceeds from convertible loan notes		24,974
Net cash provided by financing activities	222,733	24,954
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(6,795)	(526)
Net increase (decrease) in cash and cash equivalents	190,605	18,198
Cash and cash equivalents, beginning of the period	43,266	11,432
Cash and cash equivalents, end of the period	233,871	$ 29,630
Supplemental cash flow disclosures:
Cash paid for interest	1,844
Cash paid for income taxes	150
Non-Cash investing and financing activities
ROU assets obtained in exchange for operating lease liabilities	6,819
Ordinary Shares
Non-Cash investing and financing activities
Issue of shares	0
Deferred A shares
Non-Cash investing and financing activities
Issue of shares	86
Deferred B shares
Non-Cash investing and financing activities
Issue of shares	8
Deferred C shares
Non-Cash investing and financing activities
Issue of shares	0
Series B redeemable convertible preferred shares
Non-Cash investing and financing activities
Issue of shares	$ 53,721

Nature of Business and Basis of

Nature of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2021
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 engaged in the discovery and development of novel immunotherapeutics and vaccines for the treatment and prevention of infectious disease and cancer. Vaccitech is headquartered in Oxford, United Kingdom. Vaccitech and its five direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Vaccitech USA Inc. and Vaccitech Italia S.R.L, are collectively referred to as the “Company”. In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, Vaccitech completed a corporate reorganization wherein the shareholders of Vaccitech (UK) Limited (formerly Vaccitech Limited) exchanged each of their ordinary shares, Series A Shares and Series B Shares of the Company for the same quantity of ordinary shares, series A shares (“Vaccitech plc Series A Shares”) and series B shares (“Vaccitech plc Series B Shares”) in Vaccitech plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Vaccitech plc (formerly Vaccitech Rx Limited) as they had in Vaccitech (UK) Limited (formerly Vaccitech Limited). The group reorganization under common control constitutes a change in reporting entity and has been given retrospective effect reflecting the net assets of Vaccitech (UK) Limited (formerly Vaccitech Limited) and its subsidiaries and Vaccitech plc at their historical carrying amounts. As a result of the reorganization these unaudited condensed consolidated financial statements have been presented for all periods as if Vaccitech plc was the holding company of the group. 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 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 wholly owned subsidiary. 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, 2020 contained in our prospectus dated April 30, 2021. On May 4, 2021, the Company effected a 309-for-1 stock split of ordinary shares. Each resultant ordinary share from the stock split was redesignated as one ordinary share and one deferred C share. Accordingly, all ordinary share and per share amounts for all periods presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split. The condensed consolidated balance sheet and statement of changes in redeemable convertible preferred shares and shareholders’ equity include the correction of an error related to the Company’s consolidated financial statements for the period ended December 31, 2019. The error related to the omission of share-based compensation expense totaling $2,129 thousand in the period ended December 31, 2019. The correction of this error has been recorded as an adjustment to previously reported additional paid-in-capital and accumulated deficit as of January 1, 2020 and consequently as of December 31, 2020. There is no impact on net loss or cash flows, and no material impact on financial position for the periods presented. The accompanying unaudited 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 Sheet as of September 30, 2021, the Condensed Consolidated Statements of Operations and Comprehensive loss and Condensed Consolidated Statements Of Changes In Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) for the three months and nine months ended September 30, 2021 and 2020 and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements. 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, 2021, our results of operations for the three and nine months ended September 30, 2021 and 2020, and our cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or any other interim periods.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
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, 2020 except as discussed below related to newly adopted accounting pronouncements. Use of Estimates The preparation of 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 unaudited condensed consolidated financial statements and the reported amounts of costs 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. We have experienced and expect to continue to experience disruptions as a result of the COVID-19 pandemic that could severely impact the Company’s clinical and pre-clinical development timelines for the Company’s clinical and pre-clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. 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. The Company adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) on January 1, 2021. The new standard did not have an impact on the Company’s financial position and results of operations.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2021
Net Loss Per Share
Net Loss Per Share	3. Net Loss Per Share Because the Company has reported a net loss attributable to ordinary shareholders for the periods presented, basic and diluted net loss per share attributable to ordinary shareholders are the same for the periods presented, except for the period ended September 30, 2020 in which the Company reported net income attributable to ordinary shareholders. The following table sets forth the computation of basic and diluted net loss per share for the three months and nine months ended September 30, 2021 and 2020 (in thousands, except number of shares): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, Nine months ended September 30, ​ 2021 2020 2021 2020 Numerator: ​ ​ ​ ​ ​ 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 shareholders ​ $ (4,557) ​ $ 158 ​ $ (35,752) ​ $ (7,251) Denominator: ​ ​ ​ ​ Weighted-average ordinary shares outstanding, basic ​ 34,843,154 ​ 7,937,384 ​ 22,697,462 ​ 7,886,488 Effect of dilutive securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Options ​ ​ — ​ ​ 1,112,064 ​ ​ — ​ ​ — Series A Shares ​ ​ — ​ ​ 6,818,085 ​ ​ — ​ ​ — 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) ​ The weighted-average ordinary shares outstanding for the three months and nine months ended September 30, 2021 includes 514,923 shares issuable on vesting of the restricted stock units with a performance condition linked to the IPO resolution date (see note 11). ​ Potential ordinary shares issuable for stock options that are excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Stock options 3,356,648 1,113,327 Series A shares — 6,818,085 1. ​

Prepaid and other current asset

Prepaid and other current assets	9 Months Ended
	Sep. 30, 2021
Prepaid and other current assets
Prepaid and other current assets	4. Prepaid and other current assets (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 Prepayments and accrued income ​ $ 5,639 ​ $ 1,075 Value Added Tax receivable ​ 508 ​ 305 Current tax receivable ​ ​ 55 ​ ​ — Others ​ 482 ​ 29 Total ​ $ 6,684 ​ $ 1,409 ​

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2021
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 Accrued manufacturing and clinical expenses ​ $ 1,887 ​ $ 462 Accrued board of director compensation ​ 120 ​ 4 Accrued bonus ​ 1,007 ​ 750 Accrued payroll and employee benefits ​ 407 ​ 250 Accrued professional fees ​ 629 ​ 806 Accrued other ​ 354 ​ 265 Total ​ $ 4,404 ​ $ 2,537 ​

Ordinary Shares

Ordinary Shares	9 Months Ended
	Sep. 30, 2021
Deferred Shares
Ordinary Shares	6. Ordinary On May 4, 2021, the Company closed its initial public offering (“IPO”) of 6,500,000 ADS representing 6,500,000 ordinary shares having a nominal value of £0.000025 per share, at a public offering price of $17.00 per share, for aggregate net proceeds of $102,765 thousand after deducting underwriting commissions of $7,735 thousand and incurred offering costs of $2,165 thousand. 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, 2021: Liquidation preference: in the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. Dividends: holders of the ordinary shares are entitled to dividend, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds. Voting Rights: each holder of ordinary shares is entitled to one vote for each share on all matters to be voted on by ordinary shareholders. Preemption rights: pursuant to section 561 of the Companies Act 2006, shareholders are granted preemptive rights when new shares are issued for cash. However, it is possible for our Articles, or shareholders at a general meeting representing at least 75% of our ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights. Such a disapplication of preemption rights may be for a maximum period of up to five years from the date of the shareholder special resolution. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years) to remain effective. On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders. This included the disapplication of preemption rights in relation to the allotment of our ordinary shares in connection with the IPO. This disapplication will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

Series A and Series B shares

Series A and Series B shares	9 Months Ended
	Sep. 30, 2021
Series A and Series B shares
Series A and Series B shares	7. Series A and Series B shares On March 15, 2021, the Company issued 28,957 Series B preferred shares (“Series B Shares”) amounting to $125,239 thousand and incurred transaction costs of $3,402 thousand. On March 31, 2021, Vaccitech plc subdivided each of the Series A shares and Series B shares (including the Series B shares issued on conversion of the convertible loan notes) into one share of the same class and one deferred A share with a nominal value of £1.00 per share. On May 4, 2021 prior to the closing of the Company’s initial public offering and pursuant to the terms of its articles of association, all of the Series A Shares and Series B Shares were converted into 19,603,887 ordinary shares, 570,987 deferred B shares and 19,603,887 deferred C shares. ​

Convertible loan notes

Convertible loan notes	9 Months Ended
	Sep. 30, 2021
Convertible loan notes.
Convertible loan notes	8. Convertible loan notes The Company recognized interest expense of $2,650 thousand and a change in fair value of $5,994 thousand in relation to the conversion and redemption features embedded in the convertible loan notes in the condensed consolidated statements of operations and comprehensive loss for the period ended September 30, 2021. For the period ended September 30, 2020, interest expense was $969 thousand and change in fair value in relation to the conversion and redemption features embedded in the convertible loan notes was $3 thousand. The Series B funding on March 15, 2021 constituted a qualified equity financing in accordance with the terms of the convertible loan notes. As a result, the convertible loan notes were converted on March 15, 2021 into 12,421 Series B Shares with the conversion price being 0.8 times the Series B Shares issue price. The conversion was accounted for as an extinguishment of the convertible loan notes. As a result, the 12,421 Series B preferred shares issued on conversion was recognized at the settlement-date fair value of the Series B shares ($53,721 thousands) and a loss of $13,789 thousand for the nine month period was recognized in earnings for the difference between (1) the fair value of those shares and (2) the sum of the carrying amounts of the convertible loan notes ($25,557 thousand) and the bifurcated conversion and redemption feature liability ($14,375 thousand).

Deferred Shares

Deferred Shares	9 Months Ended
	Sep. 30, 2021
Deferred Shares
Deferred Shares	9. Deferred Shares All deferred shares rank pari passu as a single class. The deferred shares do not have rights to dividends or to participate in profits on a return of assets on liquidation, the deferred shares confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred shares held by them respectively after (but only after) payment shall have been made to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares and the sum of £1,000 thousand ($1,373 thousand) 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.

Fair value

Fair value	9 Months Ended
	Sep. 30, 2021
Fair value
Fair value	10. Fair value The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities. As of September 30, 2021, and December 31, 2020, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments. As of December 31, 2020, the Company had an embedded derivative liability of $20,109 thousand related to the conversion features, the cash redemption feature on maturity and the cash redemption feature upon an exit event that settles in noncash consideration embedded in convertible loan notes. The fair value of the embedded derivatives is a Level 3 valuation with the significant unobservable inputs being the probability of exercise of conversion and cash redemption features. Significant judgment is employed in determining the appropriateness of certain of these inputs. The changes in the fair value of the embedded derivatives was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Beginning balance ​ $ 20,109 ​ $ 12,977 Change in fair value recognized in net loss ​ (5,994) ​ (3) Settlement via conversion ​ (14,375) ​ — Foreign exchange translation ​ 260 ​ 96 Ending balance ​ $ — ​ $ 13,070 ​

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2021
Share-Based Compensation
Share-Based Compensation	11. Share-Based Compensation On April 8, 2021, the Board of the Company adopted the Vaccitech plc Share Award Plan 2021 (“the Plan”) and the Vaccitech plc Non-Employee Sub-Plan which is a sub-plan of the Plan. Under the terms of the Plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights, restricted shares. The aggregate number of shares initially available for issuance under the Plan and the Vaccitech plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”). Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4% of the Company’s issued and outstanding ordinary shares (which 4% limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Board in its discretion (the “Annual Increase”). The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date. Option awards generally vest over one ​ On April 30, 2021, the Company granted 1,513,566 ​ For the nine months ended September 30, 2021, the Company granted 1,909,086 options with a weighted average grant date fair value of $ 10.94 per option and a weighted average exercise price of $13.72 of which 364,620 options were issued under the Enterprise Management Incentive Share Option Scheme which has been discontinued on adoption of the Plan. For the nine months ended September 30, 2020, the Company granted 302,820 options to employees and directors under the Enterprise Management Incentive Share Option Scheme with a weighted average grant date fair value of $4.98 and a weighted average exercise price of $0.00036 per share. ​ The fair value of each stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Expected volatility 110.8 % 110.8 % Expected term (years) 6.31 6.03 ​ Risk-free interest rate 1.06 % 1.7 % Expected dividend yield — ​ — ​ ​ On April 22, 2021, the exercise price of 267,903 options was changed from $0.0004 (£0.0003) to $4.84 (£3.49) in order to enable employees to benefit from tax advantages under the Enterprise Management Incentive Scheme. This modification did not result in an incremental compensation cost and the Company continues to recognize compensation cost on these options equal to the grant date fair value of the original award. At September 30, 2021 3,356,648 options with a weighted average exercise price of $7.98 were outstanding of which 741,219 with a weighted average exercise price of $0.38 were exercisable. At September 30, 2021, there was $16,061 thousand unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.37 years. During the six months ended June 30, 2021, 514,923 restricted stock units with a performance condition linked to the IPO resolution date vested on occurrence of the IPO resulting in $5,760 thousand recognized as compensation cost . Share-based compensation expense is classified in the unaudited condensed consolidated statement of operations and comprehensive loss as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2021 2020 2021 2020 Research and development ​ $ 496 ​ $ 98 ​ $ 1,457 ​ $ 425 General and administrative ​ 2,878 ​ 56 ​ 11,450 ​ 1,000 Total ​ $ 3,374 ​ $ 154 ​ $ 12,907 ​ $ 1,425 ​

Contract Assets and Liabilities

Contract Assets and Liabilities	9 Months Ended
	Sep. 30, 2021
Contract Assets and Liabilities
Contract Assets and Liabilities	12. Contract Assets and Liabilities The Company discloses Accounts receivable separately in the Condensed Consolidated Balance Sheet at the net amount expected to be collected. Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. As of September 30, 2021, the Company did not have any contract assets. Contract liabilities primarily relate to payments received from customers in advance of performance under the contract and are disclosed as deferred revenue separately in the Condensed Consolidated Balance Sheet. The Company’s contract liabilities arise when payment is received upfront for various multi-period extended license and service arrangements. Changes in the contract liabilities during the period are as follows: ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2021 Balance at December 31, 2020 ​ $ 245 Revenue recognized related to contract liability balance ​ (48) Foreign exchange translation ​ (1) Balance at September 30, 2021 ​ $ 196 ​

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	13. Commitments and Contingencies In-License Agreements The Company is party to a number of licensing agreements most of which are with related parties. These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including influenza, cancer, HPV, HBV and MERS. The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 to 5% for direct sales of a covered product to 3 to 7% of net payments received for allowable sublicenses of technology developed by the Company. The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company. The Company has not made any material payments under these license agreements during the periods ended September 30, 2021 and September 30, 2020. Leases The Company leases certain laboratory and office space under operating leases, which are described below. The Oxford Science Park, Oxford The Company leases an office and laboratory space from a related party in Oxford, England under an operating lease with a contractual term expiring in 2028. The lease does not contain renewal terms. Variable payments include amounts due to the lessor for additional services and cost reimbursements. 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 Company intends to use the property as its 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 $719 thousand (£534 thousand) 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, ​ 2021 2020 Right-of-use asset ​ $ 8,780 ​ $ 2,136 Lease liability, current ​ 435 ​ 192 Lease liability, noncurrent ​ 7,728 ​ 1,472 ​ Other information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Cash paid for amounts included in the measurement of lease liabilities ​ $ 251 ​ $ 244 ​ During the nine months ended September 30, 2021, the Company recorded $372 thousand (nine months ended September 30, 2020: $253 thousand) in operating lease costs (including short-term lease expense and variable lease costs). Future annual minimum lease payments under operating leases as of September 30, 2021 were as follows (in thousands): ​ ​ ​ ​ ​ Remainder of 2021 $ 141 2022 ​ 615 2023 ​ 798 2024 ​ 1,515 2025 ​ 1,515 Thereafter ​ 7,378 Total minimum lease payments ​ $ 11,962 Less: imputed interest ​ 3,799 Total lease liability ​ $ 8,163 ​ Other contingencies The Company is a party in various contractual disputes, litigation, and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	14. Related Party Transactions During the three months and nine months ended September 30, 2021, the Company paid $110 thousand and $236 thousand respectively (three months and nine months ended September 30, 2020: $80 thousand and $250 thousand respectively) to its shareholder, Oxford Sciences Enterprises plc (formerly, Oxford Sciences Innovation plc), mostly related to the lease of a laboratory and office space in Oxford. At September 30, 2021, the Company owed $0 thousand (December 31, 2020: $0) to Oxford Sciences Enterprises plc. During the nine months ended September 30, 2021, the interest on convertible loans issued to Oxford Sciences Enterprises plc and the University of Oxford, shareholders of the Company was $429 thousand (nine months ended September 30, 2020: $368 thousand). At September 30, 2021 these convertible loan notes including the embedded derivative was $0 (December 31, 2020: $7,356 thousand). On March 15, 2021 Oxford Sciences Enterprises plc subscribed to 3,468 Series B Shares in an amount of $14,999 thousand. The Company also recognized a loss of $2,125 thousand on the conversion of the convertible loan notes into 2,008 Series B Shares. On May 4, 2021 prior to the closing of the Company’s initial public offering and pursuant to the terms of its articles of association, the Series B Shares were converted into 1,692,084 ordinary shares.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of 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 unaudited condensed consolidated financial statements and the reported amounts of costs 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. We have experienced and expect to continue to experience disruptions as a result of the COVID-19 pandemic that could severely impact the Company’s clinical and pre-clinical development timelines for the Company’s clinical and pre-clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. 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. The Company adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) on January 1, 2021. The new standard did not have an impact on the Company’s financial position and results of operations.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2021
Net Loss Per Share
Summary of computation of basic and diluted net loss per share	The following table sets forth the computation of basic and diluted net loss per share for the three months and nine months ended September 30, 2021 and 2020 (in thousands, except number of shares): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, Nine months ended September 30, ​ 2021 2020 2021 2020 Numerator: ​ ​ ​ ​ ​ 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 shareholders ​ $ (4,557) ​ $ 158 ​ $ (35,752) ​ $ (7,251) Denominator: ​ ​ ​ ​ Weighted-average ordinary shares outstanding, basic ​ 34,843,154 ​ 7,937,384 ​ 22,697,462 ​ 7,886,488 Effect of dilutive securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Options ​ ​ — ​ ​ 1,112,064 ​ ​ — ​ ​ — Series A Shares ​ ​ — ​ ​ 6,818,085 ​ ​ — ​ ​ — 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)
Summary of potential shares that are excluded from the computation of diluted weighted-average shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Stock options 3,356,648 1,113,327 Series A shares — 6,818,085

Prepaid and other current ass_2

Prepaid and other current assets (Tables)	9 Months Ended
	Sep. 30, 2021
Prepaid and other current assets
Summary of prepaid and other current assets	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 Prepayments and accrued income ​ $ 5,639 ​ $ 1,075 Value Added Tax receivable ​ 508 ​ 305 Current tax receivable ​ ​ 55 ​ ​ — Others ​ 482 ​ 29 Total ​ $ 6,684 ​ $ 1,409

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2021
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 Accrued manufacturing and clinical expenses ​ $ 1,887 ​ $ 462 Accrued board of director compensation ​ 120 ​ 4 Accrued bonus ​ 1,007 ​ 750 Accrued payroll and employee benefits ​ 407 ​ 250 Accrued professional fees ​ 629 ​ 806 Accrued other ​ 354 ​ 265 Total ​ $ 4,404 ​ $ 2,537

Fair value (Tables)

Fair value (Tables)	9 Months Ended
	Sep. 30, 2021
Fair value
Summary of changes in the fair value of the embedded derivatives	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Beginning balance ​ $ 20,109 ​ $ 12,977 Change in fair value recognized in net loss ​ (5,994) ​ (3) Settlement via conversion ​ (14,375) ​ — Foreign exchange translation ​ 260 ​ 96 Ending balance ​ $ — ​ $ 13,070

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2021
Share-Based Compensation
Fair value of each stock option issued to employees	​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Expected volatility 110.8 % 110.8 % Expected term (years) 6.31 6.03 ​ Risk-free interest rate 1.06 % 1.7 % Expected dividend yield — ​ — ​
Schedule of share based compensation expense	Share-based compensation expense is classified in the unaudited condensed consolidated statement of operations and comprehensive loss as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2021 2020 2021 2020 Research and development ​ $ 496 ​ $ 98 ​ $ 1,457 ​ $ 425 General and administrative ​ 2,878 ​ 56 ​ 11,450 ​ 1,000 Total ​ $ 3,374 ​ $ 154 ​ $ 12,907 ​ $ 1,425

Contract Assets and Liabiliti_2

Contract Assets and Liabilities (Tables)	9 Months Ended
	Sep. 30, 2021
Contract Assets and Liabilities
Schedule of changes in contract liabilities during period	​ ​ ​ ​ ​ ​ September 30, ​ ​ 2021 Balance at December 31, 2020 ​ $ 245 Revenue recognized related to contract liability balance ​ (48) Foreign exchange translation ​ (1) Balance at September 30, 2021 ​ $ 196

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Schedule of right-of-use asset and a lease liability	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2021 2020 Right-of-use asset ​ $ 8,780 ​ $ 2,136 Lease liability, current ​ 435 ​ 192 Lease liability, noncurrent ​ 7,728 ​ 1,472
Schedule of other information on lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, ​ 2021 2020 Cash paid for amounts included in the measurement of lease liabilities ​ $ 251 ​ $ 244
Future annual minimum lease payments under operating leases	Future annual minimum lease payments under operating leases as of September 30, 2021 were as follows (in thousands): ​ ​ ​ ​ ​ Remainder of 2021 $ 141 2022 ​ 615 2023 ​ 798 2024 ​ 1,515 2025 ​ 1,515 Thereafter ​ 7,378 Total minimum lease payments ​ $ 11,962 Less: imputed interest ​ 3,799 Total lease liability ​ $ 8,163

Nature of Business and Basis _2

Nature of Business and Basis of Presentation (Details) $ in Thousands	May 04, 2021	Sep. 30, 2021USD ($)item	Sep. 30, 2020USD ($)	Dec. 31, 2019USD ($)
Subsequent Event [Line Items]
Number of direct and indirect subsidiaries | item		5
Stock Split	309
Share-based compensation		$ 12,907	$ 1,425
Share based compensation correction | Restatement
Subsequent Event [Line Items]
Share-based compensation				$ 2,129

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net (loss)/ income	$ (4,570)	$ (15,985)	$ (15,386)	$ 200	$ (3,657)	$ (3,951)	$ (35,941)	$ (7,408)
Net (loss)/income attributable to noncontrolling interest	(13)			42			(189)	(157)
Net (loss)/ income attributable to Vaccitech shareholders	$ (4,557)			$ 158			$ (35,752)	$ (7,251)
Denominator:
Weighted-average ordinary shares outstanding, basic	34,843,154			7,937,384			22,697,462	7,886,488
Effect of dilutive securities
Stock Options				1,112,064
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)
Series A shares
Effect of dilutive securities
Series A Shares				6,818,085

Net Loss Per Share - Diluted we

Net Loss Per Share - Diluted weighted-average shares outstanding (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
RSU
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average ordinary shares outstanding, basic and diluted	514,923	514,923
Series A shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding			6,818,085
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted weighted-average shares outstanding		3,356,648	1,113,327

Prepaid and other current ass_3

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Prepaid and other current assets
Prepayments and accrued income	$ 5,639	$ 1,075
Value Added Tax receivable	508	305
Current tax receivable	55
Others	482	29
Total	$ 6,684	$ 1,409

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued manufacturing and clinical expenses	$ 1,887	$ 462
Accrued board of director compensation	120	4
Accrued bonus	1,007	750
Accrued payroll and employee benefits	407	250
Accrued professional fees	629	806
Accrued other	354	265
Total	$ 4,404	$ 2,537

Ordinary Shares (Details)

Ordinary Shares (Details) $ / shares in Units, $ in Thousands	May 04, 2021USD ($)shares	Apr. 21, 2021	Sep. 30, 2021£ / sharesshares	May 04, 2021£ / sharesshares	May 04, 2021$ / sharesshares	Dec. 31, 2020£ / sharesshares
Ordinary Shares
Ordinary shares, shares authorized | shares			34,328,231			7,960,458
Ordinary shares, nominal value | £ / shares			£ 0.000025			£ 0.000025
IPO
Ordinary Shares
Number of ADS shares closed (in shares) | shares	6,500,000
Ordinary shares, shares authorized | shares				6,500,000	6,500,000
Ordinary shares, nominal value | £ / shares				£ 0.000025
Ordinary shares, public offering price | $ / shares					$ 17
Aggregate net proceeds from IPO | $	$ 102,765
Underwriting commissions | $	7,735
Offering cost | $	$ 2,165
Voting rights	Voting Rights: each holder of ordinary shares is entitled to one vote for each share on all matters to be voted on by ordinary shareholders
Percentage of ordinary shares present to exercise preemptive rights				75.00%	75.00%
Maximum period to exercise preemptive rights	5 years	5 years

Series A and Series B shares (D

Series A and Series B shares (Details) $ in Thousands	Mar. 15, 2021USD ($)shares	May 04, 2021shares	Mar. 31, 2021£ / sharesshares
Series B redeemable convertible preferred shares
Redeemable Noncontrolling Interest [Line Items]
Stock issued	28,957
Gross value of shares issued | $	$ 125,239
Transaction cost | $	$ 3,402
Deferred A shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion			1
Nominal value per share | £ / shares			£ 1
Deferred B shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		570,987
Deferred C shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		19,603,887
Ordinary Shares
Redeemable Noncontrolling Interest [Line Items]
Shares issued upon automatic conversion		19,603,887

Convertible loan notes (Details

Convertible loan notes (Details) $ in Thousands	Mar. 15, 2021USD ($)shares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)shares	Sep. 30, 2020USD ($)
Debt Instrument [Line Items]
Change in fair value of conversion and redemption features embedded in the convertible loan notes		$ 3	$ 5,994	$ 3
Loss on extinguishment of convertible loan notes			(13,789)
Convertible loan notes
Debt Instrument [Line Items]
Interest expense recognized			2,650	969
Change in fair value of conversion and redemption features embedded in the convertible loan notes			$ 5,994	$ 3
Loss on extinguishment of convertible loan notes	$ 2,125
Series B redeemable convertible preferred shares | Convertible loan notes
Debt Instrument [Line Items]
Shares issued on conversion | shares	12,421		12,421
Conversion price, multiplier	0.8
Fair value of shares issued on conversion			$ 53,721
Loss on extinguishment of convertible loan notes			13,789
Carrying amounts of the convertible loan notes			25,557
Conversion and redemption feature liability			$ 14,375

Deferred Shares (Details)

Deferred Shares (Details) - Sep. 30, 2021 £ in Thousands, $ in Thousands	GBP (£)	USD ($)
Deferred A shares
Ordinary shares, liquidation preference	£ 1,000	$ 1,373

Fair value (Details)

Fair value (Details) - Embedded derivatives - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 20,109	$ 12,977
Change in fair value recognized in net loss	(5,994)	(3)
Settlement via conversion	(14,375)
Foreign exchange translation	260	96
Ending balance	$ 0	$ 13,070

Share-Based Compensation - Addi

Share-Based Compensation - Additional information (Details)	Apr. 30, 2021$ / sharesshares	Apr. 22, 2021$ / sharesshares	Apr. 22, 2021£ / sharesshares	Apr. 21, 2021$ / shares	Apr. 21, 2021£ / shares	Apr. 08, 2021shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Jun. 30, 2021shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense | $							$ 3,374,000	$ 154,000		$ 12,907,000	$ 1,425,000
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted | shares										1,909,086
Grant date fair value | $ / shares										$ 10.94
Weighted average exercise price of options granted | (per share)		$ 4.84	£ 3.49	$ 0.0004	£ 0.0003					$ 13.72
Options outstanding | shares		267,903	267,903				3,356,648			3,356,648
Options Exercisable | shares										741,219
Weighted average exercise price of options outstanding | $ / shares							$ 7.98			$ 7.98
Weighted average exercise price of options exercisable | $ / shares							$ 0.38			$ 0.38
Unrecognized compensation cost related to options | $							$ 16,061,000			$ 16,061,000
Compensation cost not yet recognized weighted average period										2 years 4 months 13 days
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units vested | shares									514,923
Share based compensation expense | $							$ 5,760,000			$ 5,760,000
Vaccitech plc Share Award Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted | shares										30,900
Grant date fair value | $ / shares										$ 12.83
Weighted average exercise price of options granted | $ / shares										$ 14.96
Vaccitech plc Share Award Plan 2021 | Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted | shares	1,513,566
Grant date fair value | $ / shares	$ 11.33
Weighted average exercise price of options granted | $ / shares	$ 17
Vaccitech plc Share Award Plan 2021 | Restricted share units, options, share appreciation rights and restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted | shares						3,675,680
Percentage of issued and outstanding ordinary shares available for issuance under the Plan						4.00%
Expiration period of grants						10 years
Options outstanding | shares							2,131,214			2,131,214
Vaccitech plc Share Award Plan 2021 | Restricted share units, options, share appreciation rights and restricted shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						1 year
Vaccitech plc Share Award Plan 2021 | Restricted share units, options, share appreciation rights and restricted shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						4 years
Enterprise Management Incentive Share Option Scheme | Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted | shares										364,620	302,820
Grant date fair value | $ / shares										$ 4.98
Weighted average exercise price of options granted | $ / shares											$ 0.00036

Share-Based Compensation - Fair

Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	110.80%	110.80%
Expected term (years)	6 years 3 months 21 days	6 years 10 days
Risk-free interest rate	1.06%	1.70%

Share-Based Compensation - Shar

Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 3,374	$ 154	$ 12,907	$ 1,425
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	496	98	1,457	425
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 2,878	$ 56	$ 11,450	$ 1,000

Contract Assets and Liabiliti_3

Contract Assets and Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Contract Assets and Liabilities
Balance at beginning of period	$ 245
Revenue recognized related to contract liability balance	(48)
Foreign exchange translation	(1)
Balance at end of period	$ 196

Commitments and Contingencies -

Commitments and Contingencies - Effective data of the lease term (Details) £ in Thousands, $ in Thousands	Sep. 03, 2021USD ($)item	Sep. 30, 2021USD ($)	Sep. 03, 2021GBP (£)	Dec. 31, 2020USD ($)
Other Commitments [Line Items]
Number of square feet under lease agreement | item	31,000
Leases
Right-of-use asset		$ 8,780		$ 2,136
Lease liability, current		435		192
Lease liability, noncurrent		$ 7,728		$ 1,472
Other Non-current Assets
Other Commitments [Line Items]
Refundable security deposit	$ 719		£ 534
Maximum | In-License Agreements
Other Commitments [Line Items]
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
Other Commitments [Line Items]
Percentage of future royalties for direct sales of a covered product		1.00%
Net payments received for allowable sublicenses of technology developed		3.00%

Commitments and Contingencies_2

Commitments and Contingencies - Measurement of lease liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Leases
Cash paid for amounts included in the measurement of lease liabilities	$ 251	$ 244
Operating lease costs	$ 372	$ 253

Commitments and Contingencies_3

Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands	Sep. 30, 2021USD ($)
Future annual minimum lease payments under operating leases
Remainder of 2021	$ 141
2022	615
2023	798
2024	1,515
2025	1,515
Thereafter	7,378
Total minimum lease payments	11,962
Less: imputed interest	3,799
Total lease liability	$ 8,163

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	Mar. 15, 2021	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	May 04, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Loss on conversion of convertible notes					$ (13,789)
Convertible loan notes
Related Party Transaction [Line Items]
Interest on convertible loans					2,650	$ 969
Embedded Derivative		$ 0			0			$ 7,356
Loss on conversion of convertible notes	$ 2,125
Series B redeemable convertible preferred shares
Related Party Transaction [Line Items]
Series B Shares issued (shares)	28,957
Series B Shares issued			$ 121,837
Number of converted ordinary shares							1,692,084
Series B redeemable convertible preferred shares | Convertible loan notes
Related Party Transaction [Line Items]
Series B Shares issued (shares)	2,008
Loss on conversion of convertible notes					13,789
Shareholder Of Oxford Sciences Enterprises Plc
Related Party Transaction [Line Items]
Due to related party		0			0			$ 0
Shareholder Of Oxford Sciences Enterprises Plc | Series B redeemable convertible preferred shares
Related Party Transaction [Line Items]
Series B Shares issued (shares)	3,468
Series B Shares issued	$ 14,999
Oxford University Innovation Limited | Convertible loan notes
Related Party Transaction [Line Items]
Interest on convertible loans					429	368
Lease of a laboratory and office space in Oxford | Shareholder Of Oxford Sciences Enterprises Plc
Related Party Transaction [Line Items]
Related party expenses		$ 110		$ 80	$ 236	$ 250