Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
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 Schrödinger 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 | 37,200,321 | |
Entity Central Index Key | 0001828185 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 200,596 | $ 214,054 | |
Accounts receivable | 18,011 | 20 | |
Research and development incentives receivable | 4,778 | 6,229 | |
Prepaid expenses and other current assets | 7,398 | 6,462 | |
Total current assets | 230,783 | 226,765 | |
Goodwill | 12,630 | 12,630 | |
Property and equipment, net | 4,583 | 1,829 | |
Intangible assets, net | 30,640 | 31,430 | |
Right of use assets, net | 6,699 | 7,257 | |
Other assets | 788 | 804 | |
Total assets | 286,123 | 280,715 | |
Current liabilities: | |||
Accounts payable | 4,660 | 2,419 | |
Accrued expenses and other current liabilities | 11,330 | 7,875 | |
Deferred revenue | 162 | 182 | |
Current portion of lease liability | 331 | 523 | |
Debt | 159 | ||
Total current liabilities | 16,483 | 11,158 | |
Lease liability - non current | 6,404 | 6,540 | |
Contingent consideration | 2,444 | 2,371 | |
Deferred tax liability, net | 7,221 | 8,084 | |
Other non-current liabilities | 434 | ||
Total liabilities | 32,986 | 28,153 | |
Commitments and contingencies (Note 13) | |||
Shareholders' equity: | |||
Ordinary shares, 0.000025 nominal value; 37,193,367 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 37,188,730) | 1 | 1 | |
Additional paid-in capital | 373,087 | 369,103 | |
Accumulated deficit | (105,989) | (108,585) | |
Accumulated other comprehensive loss - foreign currency translation adjustments | (14,456) | (8,488) | |
Noncontrolling interest | 400 | 437 | |
Total shareholders' equity | 253,137 | 252,562 | |
Total liabilities and shareholders' equity | 286,123 | 280,715 | |
Deferred A shares | |||
Shareholders' equity: | |||
Deferred shares | 86 | 86 | |
Deferred B shares | |||
Shareholders' equity: | |||
Deferred shares | 8 | 8 | |
Deferred C shares | |||
Shareholders' equity: | |||
Deferred shares | [1] | $ 0 | $ 0 |
[1] | Indicates amount less than thousand |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Ordinary shares, nominal value | £ 0.000025 | £ 0.000025 |
Ordinary shares, shares authorized | 37,193,367 | 37,188,730 |
Ordinary shares, shares issued | 37,193,367 | 37,188,730 |
Ordinary shares, shares outstanding | 37,193,367 | 37,188,730 |
Deferred A shares | ||
Deferred shares, nominal value | £ 1 | £ 1 |
Deferred shares, shares authorized | 63,443 | 63,443 |
Deferred shares, shares issued | 63,443 | 63,443 |
Deferred shares, shares outstanding | 63,443 | 63,443 |
Deferred B shares | ||
Deferred shares, nominal value | £ 0.01 | £ 0.01 |
Deferred shares, shares authorized | 570,987 | 570,987 |
Deferred shares, shares issued | 570,987 | 570,987 |
Deferred shares, shares outstanding | 570,987 | 570,987 |
Deferred C shares | ||
Deferred shares, nominal value | £ 0.000007 | £ 0.000007 |
Deferred shares, shares authorized | 27,828,231 | 27,828,231 |
Deferred shares, shares issued | 27,828,231 | 27,828,231 |
Deferred shares, shares outstanding | 27,828,231 | 27,828,231 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 15,018 | $ 215 |
Operating expenses | ||
Research and development | 10,701 | 4,610 |
General and administrative | 3,663 | 1,777 |
Total operating expenses | 14,364 | 6,387 |
Income/(loss) from operations | 654 | (6,172) |
Other income (expense): | ||
Change in fair value of derivatives | 5,994 | |
Unrealized exchange gain on convertible loan notes | 209 | |
Loss on extinguishment of convertible loan notes | (13,789) | |
Interest income | 83 | 2 |
Interest expense | (74) | (2,650) |
Research and development incentives | 1,048 | 955 |
Total other income (expense) | 1,057 | (9,279) |
Tax benefit | 863 | 65 |
Net income/(loss) | 2,574 | (15,386) |
Net loss attributable to noncontrolling interest | 22 | 118 |
Net income/(loss) attributable to Vaccitech plc Shareholders | $ 2,596 | $ (15,268) |
Weighted-average ordinary shares outstanding, basic | 37,191,022 | 8,057,216 |
Weighted-average ordinary shares outstanding, diluted | 38,346,668 | 8,057,216 |
Net income/(loss) per share attributable to ordinary shareholders, basic | $ 0.070 | $ (1.90) |
Net income/(loss) per share attributable to ordinary shareholders, diluted | $ 0.068 | $ (1.90) |
Net income/(loss) | $ 2,574 | $ (15,386) |
Other comprehensive loss - foreign currency translation adjustments | (5,983) | (1,416) |
Comprehensive loss | (3,409) | (16,802) |
Comprehensive loss attributable to noncontrolling interest | 37 | 114 |
Comprehensive loss attributable to Vaccitech Plc Shareholders | (3,372) | (16,688) |
License revenue | ||
Total revenue | 15,009 | 16 |
Service revenue | ||
Total revenue | 21 | |
Research grants and contracts | ||
Total revenue | $ 9 | $ 178 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Series A sharesPreferred Stock | Series B shares.Preferred Stock | Series B shares. | Deferred A sharesDeferred Shares | Deferred B sharesDeferred Shares | Deferred C sharesDeferred Shares | Ordinary Shares | Additional Paid-in-capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total | ||
Balance at the beginning at Dec. 31, 2020 | $ 33,765 | $ 0 | $ 21,660 | $ (57,720) | $ (1,243) | $ 391 | $ (36,912) | |||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 22,065 | 7,960,458 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Issue of Series B shares, net of issuance costs (in shares) | 28,957 | |||||||||||||
Issue of Series B shares, net of issuance costs | $ 121,837 | |||||||||||||
Series B Shares issued on conversion of convertible notes | $ 53,721 | |||||||||||||
Series B Shares issued on conversion of convertible notes (in shares) | 12,421 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Share-based compensation | 797 | 797 | ||||||||||||
Issue of ordinary shares | [1] | $ 0 | 0 | |||||||||||
Issue of ordinary shares (in shares) | 263,886 | |||||||||||||
Issue of Deferred A shares | $ 29 | $ 57 | $ (86) | (86) | ||||||||||
Issue of Deferred A shares (in shares) | 63,443 | |||||||||||||
Foreign currency translation adjustments | (1,420) | 4 | (1,416) | |||||||||||
Net income/(loss) | (15,268) | (118) | (15,386) | |||||||||||
Balance at the end at Mar. 31, 2021 | $ 33,736 | $ 175,501 | $ 86 | $ 0 | 22,457 | (72,988) | (2,663) | 277 | (52,831) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 22,065 | 41,378 | 63,443 | 8,224,344 | ||||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | |||||||||||||
Balance at the beginning at Dec. 31, 2021 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 369,103 | (108,585) | (8,488) | 437 | 252,562 | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 63,433 | 570,987 | 27,828,231 | 37,188,730 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Share-based compensation | 3,984 | 3,984 | ||||||||||||
Issue of ordinary shares | [1] | $ 0 | 0 | 0 | ||||||||||
Issue of ordinary shares (in shares) | 4,637 | |||||||||||||
Foreign currency translation adjustments | (5,968) | (15) | (5,983) | |||||||||||
Net income/(loss) | 2,596 | (22) | 2,574 | |||||||||||
Balance at the end at Mar. 31, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | $ 373,087 | $ (105,989) | $ (14,456) | $ 400 | $ 253,137 | ||||
Balance at the end (in shares) at Mar. 31, 2022 | 63,443 | 570,987,000 | 27,828,231 | 37,193,367 | ||||||||||
[1] | Indicates amount less than thousand |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income/(loss) | $ 2,574 | $ (15,386) | |
Adjustments to reconcile net income/loss to net cash used in operating activities: | |||
Share based compensation | 3,984 | 797 | |
Depreciation and amortization | 966 | 92 | |
Right of use asset and liability | 228 | 11 | |
Fair valuation gain on embedded derivatives | (5,994) | ||
Unrealized foreign exchange gain on convertible loan notes | (209) | ||
Non-cash interest expense on convertible loan notes | 813 | ||
Fair value change in contingent consideration | 143 | ||
Deferred tax benefit | (863) | (25) | |
Loss on conversion of convertible loan notes | 13,789 | ||
Other non-cash expenses | 12 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,352) | 208 | |
Prepaid expenses and other current assets | (1,121) | (393) | |
Research and development incentives receivable | 1,300 | (955) | |
Accounts payable | 1,739 | (707) | |
Accrued expenses and other current liabilities | 2,830 | (108) | |
Deferred revenue | (15) | 98 | |
Other assets | (4) | ||
Net cash used in operating activities | (6,579) | (7,969) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (1,092) | (392) | |
Net cash used in investing activities | (1,092) | (392) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issue of shares and exercise of stock options | [1] | 0 | 0 |
Repayment of debt | (159) | ||
Initial public offering costs | (22) | ||
Transaction costs for Series B shares | (3,402) | ||
Proceeds from issue of Series B shares | 125,239 | ||
Net cash (used)/provided by financing activities | (159) | 121,815 | |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (5,628) | (785) | |
Net (decrease) increase in cash and cash equivalents | (13,458) | 112,669 | |
Cash and cash equivalents, beginning of the period | 214,054 | 43,266 | |
Cash and cash equivalents, end of the period | 200,596 | 155,935 | |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 1,844 | ||
Non-Cash investing and financing activities | |||
Capital expenditures included in accounts payable | 1,365 | 67 | |
Changes to right-of-use asset resulting from lease reassessment event | (36) | ||
Asset retirement obligation | $ 443 | ||
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 | $ 53,721 | ||
[1] | Indicates amount less than thousand |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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 diseases, autoimmunity, and cancer. Vaccitech is headquartered in Oxford, United Kingdom. Vaccitech and direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Vaccitech USA Inc., Vaccitech North America, 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 the comparative period presented these unaudited condensed consolidated financial statements have been presented 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 subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 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 the comparative prior period presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split. 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 March 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes In Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit) and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 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 March 31, 2022, our results of operations and our cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other interim period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 except as discussed below related to newly adopted accounting pronouncements. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of 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. In respect of the international situation in Ukraine, we have assessed the impact on the Company as minimal. We have no operations or suppliers based in Ukraine, Belarus, or Russia, and there is consequently no additional risk or negative impact on the unaudited condensed consolidated financial statements. We have no operations or suppliers based in Turkey either, and therefore the Company is not impacted by the potential hyperinflationary environment in that country. 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 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. 2021-10 - Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance on January 1, 2022. The new standard did not have an impact on the Company’s unaudited condensed consolidated financial statements. |
Net income (loss) per share
Net income (loss) per share | 3 Months Ended |
Mar. 31, 2022 | |
Net income/(loss) per share | |
Net income/(loss) per share | 3. Net income/(loss) per share The following table sets forth the computation of basic and diluted net income/loss per share for the three months ended March 31, 2022 and 2021 (in thousands, except number of shares): Three months ended March 31, 2022 2021 Numerator: Net income/(loss) $ 2,574 $ (15,386) Net loss attributable to noncontrolling interest 22 118 Net income/(loss) attributable to Vaccitech shareholders $ 2,596 $ (15,268) Denominator: Weighted-average ordinary shares outstanding, basic 37,191,022 8,057,216 Effect of dilutive stock options 1,155,646 — Weighted-average ordinary shares outstanding, diluted 38,346,668 8,057,216 Net income/(loss) per share attributable to ordinary shareholders, basic $ 0.070 $ (1.90) Net income/(loss) per share attributable to ordinary shareholders, diluted $ 0.068 $ (1.90) Potential ordinary shares issuable upon conversion or exercise of Series A & Series B Shares and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows: Three months ended March 31, 2022 2021 Series A shares — 6,818,085 Series B shares — 12,785,802 Stock options 2,014,204 1,895,097 |
Prepaid and other current asset
Prepaid and other current assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid and other current assets | |
Prepaid and other current assets | 4. Prepaid and other current assets (in thousands) March 31, December 31, 2022 2021 Prepayments and accrued income $ 5,479 $ 4,612 Value Added Tax receivable 31 705 Employee retention and payroll tax credit 80 150 Others 1,808 995 Total $ 7,398 $ 6,462 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, December 31, 2022 2021 Accrued manufacturing and clinical expenses $ 4,082 $ 1,789 Accrued board of director compensation 30 91 Accrued bonus 503 1,333 Accrued payroll and employee benefits 726 1,072 Accrued professional fees 2,082 2,338 Accrued other 1,628 1,252 Value Added Tax payable 2,279 — Total $ 11,330 $ 7,875 |
Series B shares
Series B shares | 3 Months Ended |
Mar. 31, 2022 | |
Series B shares | |
Series B shares | 6. 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, the Company 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 | 3 Months Ended |
Mar. 31, 2022 | |
Convertible loan notes | |
Convertible loan notes | 7. 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 March 31, 2021. 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 thousand) and a loss of $13,789 thousand 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 A Shares
Deferred A Shares | 3 Months Ended |
Mar. 31, 2022 | |
Deferred A shares. | |
Deferred A Shares | 8. Deferred A Shares On March 31, 2021, Vaccitech Plc subdivided each of the Series A shares and Series B shares into one share |
Fair value
Fair value | 3 Months Ended |
Mar. 31, 2022 | |
Fair value | |
Fair value | 9. Fair value The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, security deposit, accounts payable, certain accrued expenses, and contingent consideration. The carrying amounts of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments. As of March 31, 2022, the Company had a contingent consideration liability of $2,444 thousand related to the acquisition of Avidea Technologies, Inc. The fair value of the contingent consideration is a Level 3 valuation with the significant unobservable inputs being the probability of success of achievement of the milestone and the expected date of the milestone achievement. Significant judgment is employed in determining the appropriateness of certain of these inputs. For the three months ended March 31, 2021, the Company had an embedded derivative liability 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 following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands): Three months ended March 31, 2022 2021 Beginning balance $ 2,371 $ 20,109 Change in fair value recognized in net income/loss 143 (5,994) Settlement — (14,375) Foreign exchange translation (70) 260 Ending balance $ 2,444 $ — |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill. | |
Goodwill | 10. Goodwill During the first quarter of 2022, the Company identified qualitative indicators of impairment due to sustained decline in the price of the Company’s American Depositary Shares. Therefore, the Company performed an interim qualitative assessment as of March 31, 2022 to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company will perform its annual goodwill impairment test as of November 30, 2022. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | 11. During the three month period ended March 31, 2022, in accordance with the terms of the Annual Increase of the Vaccitech plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4% of the Company’s issued and outstanding ordinary shares as of January 1, 2022. During the three months ended March 31, 2022, the Company granted 1,632,922 options to employees and directors with a grant date fair value of 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: Three months ended March 31, 2022 2021 Expected volatility 92.3 % 125.0 % Expected term (years) 6.00 6.42 Risk-free interest rate 1.9 % 0.7 % Expected dividend yield — % — % As of March 31, 2022 4,814,173 options with a weighted average exercise price of $9.52 were outstanding. As of March 31, 2022, there was $14,840 thousand unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.36 years. No Restricted Stock Units (“RSUs”) were issued in the three months ended March 31, 2022, and there were no RSUs outstanding during the period ended March 31, 2022. During the three months ended March 31, 2021, 263,886 Restricted Stock Units (“RSUs”) were converted into ordinary shares. The RSUs granted on January 9, 2020 contains a nondiscretionary antidilution provision which entitles the grantee to additional RSUs to ensure that the aggregate RSUs granted equal 1.5% of the total fully diluted share capital of the Company. As of March 31, 2021, 264,042 RSUs were outstanding. No compensation cost has been recognized in respect of these outstanding RSUs which vests on the IPO Resolution Date as the initial public offering is not considered probable until it occurs. Share based compensation expense is classified in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands): Three months ended March 31, 2022 2021 Research and development $ 842 $ 319 General and administrative 3,142 478 Total $ 3,984 $ 797 |
Contract Assets and Liabilities
Contract Assets and Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, 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 (in thousands): March 31, 2022 Balance as of January 1, 2022 $ 182 Revenue recognized related to contract liability balance (15) Foreign exchange translation (5) Balance as of March 31, 2022 $ 162 Revenue recognized related to the contract liability balance for the three months ended March 31, 2021 was $16 thousand. During the three months ended March 31, 2022, the Company recognized revenue of $14,993 thousand (three months ended March 31, 2021: $Nil) in relation to the Amendment, Assignment and Revenue Sharing Agreement (“License Agreement Amendment”) with Oxford University Innovation Limited entered into in April 2020, which vested and assigned all intellectual property rights in relation to any ChAdOx1 or ChAdOx2 vector-based vaccine in the field of SARS-CoV2 to Oxford University Innovation Limited. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and March 31, 2021. 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. On February 1, 2022 the Company gave notice to terminate The Oxford Science Park lease. The lease will be terminated on July 30, 2022, by which date the Company will have relocated its corporate headquarters from Oxford to The Harwell Science and Innovation Campus, Oxfordshire. 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 $702 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): March 31, December 31, 2022 2021 Right-of-use asset $ 6,699 $ 7,257 Lease liability, current 331 523 Lease liability, noncurrent 6,404 6,540 Weighted average remaining lease term (years) 9.35 9.45 Weighted average discount rate 8.0 % 7.9 % Other information Three months ended March 31, 2022 2021 Short-term lease expense 101 — Operating cash flows from operating leases $ 307 $ 81 During the three months ended March 31, 2022, the Company recorded $488 thousand (three months ended March 31, 2021: $92 thousand) in operating lease costs (including short-term lease expense and variable lease costs). Future annual minimum lease payments under operating leases as of March 31, 2022 were as follows (in thousands): 6.00 . Remainder of 2022 $ 327 2023 472 2024 1,170 2025 1,170 2026 1,170 Thereafter 5,470 Total minimum lease payments $ 9,779 Less: imputed interest (3,044) Total lease liability $ 6,735 During the current period, we recognized an asset retirement obligation (“ARO”) for leasehold improvements in relation to the Harwell Science and Innovation Campus premises where in accordance with the terms of the lease, the Company has to restore part of the building upon vacating the premises. The ARO liability totaled $434 thousand and $Nil as of March 31, 2022 and December 31, 2021, respectively and are included in other non-current liabilities on the condensed consolidated balance sheets. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 14. During the three months ended March 31, 2022, the Company recognized net income of $55 thousand after offsetting lease costs for laboratory and office space in Oxford of $74 thousand against a refund of $129 thousand (three months ended March 31, 2021: $40 thousand expense) from its shareholder, Oxford Science Enterprises plc. As of March 31, 2022, the Company had a receivable of $154 thousand (December 31, 2021: $32 thousand payable) from Oxford Science Enterprises plc. During the three months ended March 31, 2022, the Company incurred expenses of $1 thousand (three months ended March 31, 2021: $19 thousand) to its shareholder, the University of Oxford, related to clinical study costs. As of March 31, 2022, the Company owed $1 thousand (December 31, 2021: $Nil) to University of Oxford. During the three months ended March 31, 2022, the Company incurred expenses of $193 thousand (three months ended March 31, 2021: $116 thousand) and recognized license revenue of $14,993 thousand (three months ended March 31, 2021: $Nil) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. As of March 31, 2022, the Company was owed $17,791 thousand (December 31, 2021: $Nil) from Oxford University Innovation Limited. There were no convertible loans outstanding during the three months period ended March 31, 2022. During the three months ended March 31, 2021, the interest on convertible loans issued to Oxford Science Enterprises plc and the University of Oxford, shareholders of the Company was $429 thousand. There were no convertible loans outstanding as of March 31, 2021. There were no Series B Shares issued or outstanding |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events On April 4, 2022 a merger was effected between subsidiaries Vaccitech USA, Inc. and Vaccitech North America, Inc, with Vaccitech North America, Inc. being the surviving entity. On April 28, 2022 the cash was received in full in respect of the license revenue and corresponding outstanding accounts receivable as of March 31, 2022 with Oxford University Innovation Limited. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of 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. In respect of the international situation in Ukraine, we have assessed the impact on the Company as minimal. We have no operations or suppliers based in Ukraine, Belarus, or Russia, and there is consequently no additional risk or negative impact on the unaudited condensed consolidated financial statements. We have no operations or suppliers based in Turkey either, and therefore the Company is not impacted by the potential hyperinflationary environment in that country. 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 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. 2021-10 - Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance on January 1, 2022. The new standard did not have an impact on the Company’s unaudited condensed consolidated financial statements. |
Net income (loss) per share (Ta
Net income (loss) per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net income/(loss) per share | |
Summary of computation of basic and diluted net income/loss per share | The following table sets forth the computation of basic and diluted net income/loss per share for the three months ended March 31, 2022 and 2021 (in thousands, except number of shares): Three months ended March 31, 2022 2021 Numerator: Net income/(loss) $ 2,574 $ (15,386) Net loss attributable to noncontrolling interest 22 118 Net income/(loss) attributable to Vaccitech shareholders $ 2,596 $ (15,268) Denominator: Weighted-average ordinary shares outstanding, basic 37,191,022 8,057,216 Effect of dilutive stock options 1,155,646 — Weighted-average ordinary shares outstanding, diluted 38,346,668 8,057,216 Net income/(loss) per share attributable to ordinary shareholders, basic $ 0.070 $ (1.90) Net income/(loss) per share attributable to ordinary shareholders, diluted $ 0.068 $ (1.90) |
Summary of potential shares that are excluded from the computation of diluted weighted-average shares outstanding | Three months ended March 31, 2022 2021 Series A shares — 6,818,085 Series B shares — 12,785,802 Stock options 2,014,204 1,895,097 |
Prepaid and other current ass_2
Prepaid and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid and other current assets | |
Summary of prepaid and other current assets | March 31, December 31, 2022 2021 Prepayments and accrued income $ 5,479 $ 4,612 Value Added Tax receivable 31 705 Employee retention and payroll tax credit 80 150 Others 1,808 995 Total $ 7,398 $ 6,462 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, December 31, 2022 2021 Accrued manufacturing and clinical expenses $ 4,082 $ 1,789 Accrued board of director compensation 30 91 Accrued bonus 503 1,333 Accrued payroll and employee benefits 726 1,072 Accrued professional fees 2,082 2,338 Accrued other 1,628 1,252 Value Added Tax payable 2,279 — Total $ 11,330 $ 7,875 |
Fair value (Tables)
Fair value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair value | |
Summary of financial instruments carried at fair value and classified within Level 3 | Three months ended March 31, 2022 2021 Beginning balance $ 2,371 $ 20,109 Change in fair value recognized in net income/loss 143 (5,994) Settlement — (14,375) Foreign exchange translation (70) 260 Ending balance $ 2,444 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation | |
Fair value of each stock option issued to employees | Three months ended March 31, 2022 2021 Expected volatility 92.3 % 125.0 % Expected term (years) 6.00 6.42 Risk-free interest rate 1.9 % 0.7 % Expected dividend yield — % — % |
Schedule of share based compensation expense | Share based compensation expense is classified in the condensed consolidated statement of operations and comprehensive loss as follows (in thousands): Three months ended March 31, 2022 2021 Research and development $ 842 $ 319 General and administrative 3,142 478 Total $ 3,984 $ 797 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Contract Assets and Liabilities | |
Schedule of changes in contract liabilities during period | March 31, 2022 Balance as of January 1, 2022 $ 182 Revenue recognized related to contract liability balance (15) Foreign exchange translation (5) Balance as of March 31, 2022 $ 162 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule of right-of-use asset and a lease liability | March 31, December 31, 2022 2021 Right-of-use asset $ 6,699 $ 7,257 Lease liability, current 331 523 Lease liability, noncurrent 6,404 6,540 Weighted average remaining lease term (years) 9.35 9.45 Weighted average discount rate 8.0 % 7.9 % |
Schedule of other information on lease liabilities | Three months ended March 31, 2022 2021 Short-term lease expense 101 — Operating cash flows from operating leases $ 307 $ 81 |
Future annual minimum lease payments under operating leases | Future annual minimum lease payments under operating leases as of March 31, 2022 were as follows (in thousands): 6.00 . Remainder of 2022 $ 327 2023 472 2024 1,170 2025 1,170 2026 1,170 Thereafter 5,470 Total minimum lease payments $ 9,779 Less: imputed interest (3,044) Total lease liability $ 6,735 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Thousands | May 04, 2021 | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Nature of Business and Basis of Presentation | |||
Stock Split | 309 | ||
Share based compensation | $ 3,984 | $ 797 |
Net income (loss) per share (De
Net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income/(loss) | $ 2,574 | $ (15,386) |
Net loss attributable to noncontrolling interest | 22 | 118 |
Net income/(loss) attributable to Vaccitech plc Shareholders | $ 2,596 | $ (15,268) |
Denominator: | ||
Weighted-average ordinary shares outstanding, basic | 37,191,022 | 8,057,216 |
Effect of dilutive stock options | 1,155,646 | |
Weighted-average ordinary shares outstanding, diluted | 38,346,668 | 8,057,216 |
Net income/(loss) per share attributable to ordinary shareholders, basic | $ 0.070 | $ (1.90) |
Net income/(loss) per share attributable to ordinary shareholders, diluted | $ 0.068 | $ (1.90) |
Net income (loss) per share - D
Net income (loss) per share - Diluted weighted-average shares outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted weighted-average shares outstanding | 1,155,646 | |
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 | |
Series B shares. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted weighted-average shares outstanding | 12,785,802 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted weighted-average shares outstanding | 2,014,204 | 1,895,097 |
Prepaid and other current ass_3
Prepaid and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid and other current assets | ||
Prepayments and accrued income | $ 5,479 | $ 4,612 |
Value Added Tax receivable | 31 | 705 |
Employee retention and payroll tax credit | 80 | 150 |
Others | 1,808 | 995 |
Total | $ 7,398 | $ 6,462 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued manufacturing and clinical expenses | $ 4,082 | $ 1,789 |
Accrued board of director compensation | 30 | 91 |
Accrued bonus | 503 | 1,333 |
Accrued payroll and employee benefits | 726 | 1,072 |
Accrued professional fees | 2,082 | 2,338 |
Accrued other | 1,628 | 1,252 |
Value Added Tax payable | 2,279 | |
Total | $ 11,330 | $ 7,875 |
Series B shares (Details)
Series B shares (Details) $ in Thousands | Mar. 15, 2021USD ($)shares | Mar. 31, 2022shares | May 04, 2021shares | Mar. 31, 2021£ / sharesshares |
Series B shares. | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Stock issued | 28,957 | 0 | ||
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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Change in fair value of derivatives | $ 5,994 | |
Convertible loan notes. | ||
Debt Instrument [Line Items] | ||
Interest expense recognized | $ 2,650 | |
Change in fair value of derivatives | $ 5,994 |
Convertible loan notes - Series
Convertible loan notes - Series B Shares (Details) $ in Thousands | Mar. 15, 2021USD ($)shares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Loss on extinguishment of convertible loan notes | $ (13,789) | ||
Convertible loan notes. | |||
Debt Instrument [Line Items] | |||
Loss on extinguishment of convertible loan notes | $ 2,125 | ||
Series B 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 A Shares (Details)
Deferred A Shares (Details) £ / shares in Units, £ in Thousands, $ in Thousands | Mar. 31, 2022GBP (£)£ / shares | Mar. 31, 2022USD ($) | Dec. 31, 2021£ / shares | Mar. 31, 2021£ / sharesshares |
Series A shares | ||||
Shares issued on subdivision | 1 | |||
Series B shares. | ||||
Shares issued on subdivision | 1 | |||
Series A and Series B Redeemable Convertible Preferred Stock [Member] | ||||
Nominal value of share | £ / shares | £ 1 | |||
Deferred A shares | ||||
Shares issued on subdivision | 1 | |||
Ordinary shares, liquidation preference | £ 1,000 | $ 1,373 | ||
Nominal value of share | £ / shares | £ 1 | £ 1 |
Fair value - Embedded derivativ
Fair value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,371 | $ 20,109 |
Change in fair value recognized in net income/loss | 143 | (5,994) |
Settlement | 0 | (14,375) |
Foreign exchange translation | (70) | $ 260 |
Ending balance | $ 2,444 |
Fair Value - Additional informa
Fair Value - Additional information (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Avidea | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration liability | $ 2,444 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 09, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 3,984 | $ 797 | |
Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 4,814,173 | ||
Weighted average exercise price of options outstanding | $ 9.52 | ||
Unrecognized compensation cost related to options | $ 14,840 | ||
Unrecognized compensation cost which is expected to be recognized over a weighted-average period | 2 years 4 months 9 days | ||
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted Stock Units | 0 | ||
Number of shares outstanding | 0 | 264,042 | |
Number of RSUs converted into ordinary shares | 263,886 | ||
Aggregate RSUs granted as percentage of total fully diluted share capital | 1.50% | ||
Share based compensation expense | $ 0 | ||
Number of awards granted | 0 | ||
Vaccitech plc Share Award Plan 2021 | Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 1,632,922 | ||
Weighted average exercise price of options granted | $ 11.24 | ||
Weighted-average grant date per-share fair value of stock options granted | $ 3.75 | ||
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] | |||
Percentage of issued and outstanding ordinary shares available for issuance under the Plan | 4.00% | ||
Enterprise Management Incentive Share Option Scheme | Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 364,620 | ||
Weighted average exercise price of options granted | $ 0.00003 | ||
Weighted-average grant date per-share fair value of stock options granted | $ 9.14 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee - Enterprise Management Incentive Share Option Scheme | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 92.30% | 125.00% |
Expected term (years) | 6 years | 6 years 5 months 1 day |
Risk-free interest rate | 1.90% | 0.70% |
Share-Based Compensation - Shar
Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 3,984 | $ 797 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 842 | 319 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 3,142 | $ 478 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract Assets and Liabilities | ||
Balance at beginning of period | $ 182 | |
Revenue recognized related to contract liability balance | (15) | $ (16) |
Foreign exchange translation | (5) | |
Balance at end of period | $ 162 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue recognized | $ 15 | $ 16 |
License revenue | ||
Revenue from related party transactions | $ 14,993 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Effective data of the lease term (Details) £ in Thousands, $ in Thousands | Sep. 03, 2021USD ($)item | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 03, 2021GBP (£) |
Other Commitments [Line Items] | |||||
Number of square feet under lease agreement | item | 31,000 | ||||
Leases | |||||
Right-of-use asset | $ 6,699 | $ 7,257 | |||
Lease liability, current | 331 | 523 | |||
Lease liability, noncurrent | $ 6,404 | $ 6,540 | |||
Weighted-average remaining lease terms | 9 years 4 months 6 days | 9 years 5 months 12 days | |||
Weighted-average discount rate | 8.00% | 7.90% | |||
Short-term lease costs | $ 101 | ||||
Operating cash flows from operating leases | $ 307 | $ 81 | |||
Other Non-current Assets | |||||
Other Commitments [Line Items] | |||||
Refundable security deposit | $ 702 | £ 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 - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating lease costs | $ 488 | $ 92 |
Commitments and Contingencies_3
Commitments and Contingencies - Future annual minimum lease payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future annual minimum lease payments under operating leases | ||
Remainder of 2022 | $ 327 | |
2023 | 472 | |
2024 | 1,170 | |
2025 | 1,170 | |
2026 | 1,170 | |
Thereafter | 5,470 | |
Total minimum lease payments | 9,779 | |
Less: imputed interest | (3,044) | |
Total lease liability | 6,735 | |
Other Noncurrent Liabilities | ||
Future annual minimum lease payments under operating leases | ||
Asset Retirement Obligation | $ 434 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 04, 2021 |
Related Party Transaction [Line Items] | |||||
Loss on conversion of convertible notes | $ (13,789) | ||||
License revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party transactions | $ 14,993 | 0 | |||
Convertible loan notes. | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 0 | 0 | |||
Interest on convertible loans | $ 2,650 | ||||
Loss on conversion of convertible notes | $ 2,125 | ||||
Series B shares. | |||||
Related Party Transaction [Line Items] | |||||
Series B Shares issued (shares) | 28,957 | 0 | |||
Redeemable convertible preferred shares, shares outstanding | 0 | 0 | |||
Number of converted ordinary shares | 1,692,084 | ||||
Series B 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] | |||||
Receivable from related parties | 154 | $ 32 | |||
Shareholder Of Oxford Sciences Enterprises Plc | Series B shares. | |||||
Related Party Transaction [Line Items] | |||||
Series B Shares issued (shares) | 3,468 | ||||
Series B Shares issued | $ 14,999 | ||||
Shareholder, the University of Oxford | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 1 | 0 | |||
Oxford University Innovation Limited | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 193 | 116 | |||
Due to related party | 17,791 | $ 0 | |||
Oxford University Innovation Limited | License revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party transactions | 14,993 | 0 | |||
Oxford University Innovation Limited | Convertible loan notes. | |||||
Related Party Transaction [Line Items] | |||||
Interest on convertible loans | 429 | ||||
Lease of a laboratory and office space in Oxford | Shareholder Of Oxford Sciences Enterprises Plc | |||||
Related Party Transaction [Line Items] | |||||
Income from related party transactions | 55 | ||||
Related party expenses | 74 | 40 | |||
Refund received | 129 | ||||
Clinical study costs | Shareholder, the University of Oxford | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 1 | $ 19 |