Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-40367 | |
Entity Registrant Name | BARINTHUS BIOTHERAPEUTICS PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Unit 6-10, Zeus Building Rutherford Avenue | |
Entity Address, Address Line Two | Harwell | |
Entity Address, City or Town | Didcot | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | OX11 0DF | |
City Area Code | +44 (0) | |
Local Phone Number | 1865 818 808 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,565,272 | |
Entity Central Index Key | 0001828185 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Ordinary shares | ||
Document Information | ||
Title of 12(b) Security | Ordinary shares, nominal value £0.000025 per share | |
No Trading Symbol Flag | true | |
American Depositary Shares | ||
Document Information | ||
Title of 12(b) Security | American Depositary Shares | |
Trading Symbol | BRNS | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 160,309 | $ 194,385 | |
Accounts receivable | 323 | ||
Accounts receivable - related parties | 5,524 | ||
Research and development incentives receivable | 4,172 | 4,541 | |
Prepaid expenses and other current assets | 6,584 | 8,268 | |
Total current assets | 171,065 | 213,041 | |
Goodwill | 12,209 | 12,209 | |
Property and equipment, net | 12,269 | 7,957 | |
Intangible assets, net | 25,898 | 28,269 | |
Right of use assets, net | 7,474 | 7,753 | |
Other assets | 1,055 | 976 | |
Total assets | 229,970 | 270,205 | |
Current liabilities: | |||
Accounts payable | 5,145 | 3,748 | |
Accrued expenses and other current liabilities | 11,923 | 8,061 | |
Operating lease liability - current | 1,501 | 433 | |
Total current liabilities | 18,569 | 12,242 | |
Non-Current liabilities: | |||
Operating lease liability | 11,202 | 8,340 | |
Contingent consideration | 1,797 | 1,711 | |
Deferred tax liability, net | 1,521 | 3,746 | |
Other non-current liabilities | 1,278 | 965 | |
Total liabilities | 34,367 | 27,004 | |
Commitments and contingencies (Note 14) | |||
Shareholders' equity: | |||
Ordinary shares, £0.000025 nominal value; 38,546,594 shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 37,683,531) | 1 | 1 | |
Additional paid-in capital | 385,707 | 379,504 | |
Accumulated deficit | (159,297) | (103,243) | |
Accumulated other comprehensive loss - foreign currency translation adjustments | (31,099) | (33,460) | |
Total shareholders' equity attributable to Barinthus Biotherapeutics plc shareholders | 195,398 | 242,896 | |
Noncontrolling interest | 205 | 305 | |
Total shareholders' equity | 195,603 | 243,201 | |
Total liabilities and shareholders' equity | 229,970 | 270,205 | |
Deferred A shares | |||
Shareholders' equity: | |||
Deferred shares | $ 86 | 86 | |
Deferred B shares | |||
Shareholders' equity: | |||
Deferred shares | 8 | ||
Deferred C shares | |||
Shareholders' equity: | |||
Deferred shares | [1] | $ 0 | |
[1]indicates amount less than thousand |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Ordinary shares, nominal value | £ 0.000025 | £ 0.000025 |
Ordinary shares, authorized | 38,546,594 | 37,683,531 |
Ordinary shares, issued | 38,546,594 | 37,683,531 |
Ordinary shares, outstanding | 38,546,594 | 37,683,531 |
Deferred A shares | ||
Deferred shares, nominal value | £ 1 | £ 1 |
Deferred shares, authorized | 63,443 | 63,443 |
Deferred shares, issued | 63,443 | 63,443 |
Deferred shares, outstanding | 63,443 | 63,443 |
Deferred B shares | ||
Deferred shares, nominal value | £ 0.01 | £ 0.01 |
Deferred shares, authorized | 0 | 570,987 |
Deferred shares, issued | 0 | 570,987 |
Deferred shares, outstanding | 0 | 570,987 |
Deferred C shares | ||
Deferred shares, nominal value | £ 0.000007 | £ 0.000007 |
Deferred shares, authorized | 0 | 27,828,231 |
Deferred shares, issued | 0 | 27,828,231 |
Deferred shares, outstanding | 0 | 27,828,231 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Total revenue | $ 6,165 | $ 802 | $ 38,246 | ||
Operating expenses | |||||
Research and development | $ 15,144 | 9,744 | 38,501 | 30,165 | |
General and administrative | 961 | (10,815) | 26,227 | (12,971) | |
Total operating expenses | 16,105 | (1,071) | 64,728 | 17,194 | |
(Loss)/income from operations | (16,105) | 7,236 | (63,926) | 21,052 | |
Other income /(expense): | |||||
Interest income | 196 | 1,024 | 2,306 | 1,776 | |
Interest expense | (7) | 11 | (21) | 3 | |
Research and development incentives | 1,205 | (724) | 2,921 | 1,150 | |
Other (expense)/ income, net | (2) | 308 | 51 | ||
Total other income /(expense) | 1,392 | 311 | 5,514 | 2,980 | |
(Loss)/profit before income tax | (14,713) | 7,547 | (58,412) | 24,032 | |
Tax benefit | 603 | 674 | 2,255 | 2,452 | |
Net (loss)/income | (14,110) | 8,221 | (56,157) | 26,484 | |
Net loss attributable to noncontrolling interest | 38 | 21 | 103 | 47 | |
Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders | $ (14,072) | $ 8,242 | $ (56,054) | $ 26,531 | |
Weighted-average ordinary shares outstanding, basic | 38,533,833 | 37,247,123 | 38,320,208 | 37,213,787 | |
Weighted-average ordinary shares outstanding, diluted | 38,533,833 | 38,156,564 | 38,320,208 | 38,226,092 | |
Net (loss)/income per share attributable to ordinary shareholders, basic | $ (0.37) | $ 0.22 | $ (1.46) | $ 0.71 | |
Net (loss)/income per share attributable to ordinary shareholders, diluted | $ (0.37) | $ 0.22 | $ (1.46) | $ 0.69 | |
Net (loss)/income | $ (14,110) | $ 8,221 | $ (56,157) | $ 26,484 | |
Other comprehensive (loss)/gain - foreign currency translation adjustments | (7,820) | (19,940) | 2,364 | (42,730) | |
Comprehensive loss | (21,930) | (11,719) | (53,793) | (16,246) | |
Comprehensive loss attributable to noncontrolling interest | 48 | 51 | 100 | 122 | |
Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders | $ (21,882) | (11,668) | (53,693) | (16,124) | |
License revenue | |||||
Total revenue | [1] | $ 6,165 | $ 802 | 38,237 | |
Research grants and contracts | |||||
Total revenue | $ 9 | ||||
[1]Includes license revenue from related parties for the three and nine month periods ended September 30, 2023 of $Nil million and $0.8 million, respectively and for the three and nine month periods ended September 30, 2022 of $6.2 million and $38.2 million, respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
License revenue | ||||
Revenue from related parties | $ 0 | $ 6.2 | $ 0.8 | $ 38.2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Deferred A Shares Deferred Shares | Deferred B Shares Deferred Shares | Deferred C Shares Deferred Shares | Ordinary Shares | Additional Paid-in-capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total shareholders' equity attributable to Barinthus Biotherapeutics plc shareholders | Noncontrolling Interest | Total | ||||
Balance at the beginning at Dec. 31, 2021 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | $ 369,103 | $ (108,585) | $ (8,488) | $ 252,125 | $ 437 | $ 252,562 | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 63,443 | 570,987 | 27,828,231 | 37,188,730 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 3,984 | 3,984 | 3,984 | |||||||||||
Foreign currency translation adjustments | (5,968) | (5,968) | (15) | (5,983) | ||||||||||
Issue of ordinary shares, net of issuance cost | $ 0 | [1] | 0 | [1] | 0 | 0 | [1] | |||||||
Issue of ordinary shares, net of issuance cost (in shares) | 4,637 | |||||||||||||
Net (loss)/income | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 2,596 | 0 | 2,596 | (22) | 2,574 | ||||
Balance at the end at Mar. 31, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 373,087 | (105,989) | (14,456) | 252,737 | 400 | 253,137 | |||
Balance at the end (in shares) at Mar. 31, 2022 | 63,443 | 570,987 | 27,828,231 | 37,193,367 | ||||||||||
Balance at the beginning at Dec. 31, 2021 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 369,103 | (108,585) | (8,488) | 252,125 | 437 | 252,562 | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 63,443 | 570,987 | 27,828,231 | 37,188,730 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Foreign currency translation adjustments | (42,730) | |||||||||||||
Net (loss)/income | 26,484 | |||||||||||||
Balance at the end at Sep. 30, 2022 | $ 86 | $ 8 | $ 0 | $ 1 | 376,939 | (82,054) | (51,143) | 243,837 | 315 | 244,152 | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 63,443 | 570,987 | 27,828,231 | 37,291,492 | ||||||||||
Balance at the beginning at Mar. 31, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 373,087 | (105,989) | (14,456) | 252,737 | 400 | 253,137 | |||
Balance at the beginning (in shares) at Mar. 31, 2022 | 63,443 | 570,987 | 27,828,231 | 37,193,367 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 2,748 | 2,748 | 2,748 | |||||||||||
Foreign currency translation adjustments | (16,777) | (16,777) | (30) | (16,807) | ||||||||||
Issue of ordinary shares, net of issuance cost | $ 0 | [1] | 0 | [1] | 0 | 0 | [1] | |||||||
Issue of ordinary shares, net of issuance cost (in shares) | 22,795 | |||||||||||||
Net (loss)/income | 15,693 | 15,693 | (4) | 15,689 | ||||||||||
Balance at the end at Jun. 30, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 375,835 | (90,296) | (31,233) | 254,401 | 366 | 254,767 | |||
Balance at the end (in shares) at Jun. 30, 2022 | 63,443 | 570,987 | 27,828,231 | 37,216,162 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 1,104 | 1,104 | 1,104 | |||||||||||
Issue of ordinary shares | $ 0 | 0 | 0 | 0 | ||||||||||
Issue of ordinary shares (in shares) | 75,330 | |||||||||||||
Foreign currency translation adjustments | (19,910) | (19,910) | (30) | (19,940) | ||||||||||
Net (loss)/income | 8,242 | 8,242 | (21) | 8,221 | ||||||||||
Balance at the end at Sep. 30, 2022 | $ 86 | $ 8 | $ 0 | $ 1 | 376,939 | (82,054) | (51,143) | 243,837 | 315 | 244,152 | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 63,443 | 570,987 | 27,828,231 | 37,291,492 | ||||||||||
Balance at the beginning at Dec. 31, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 379,504 | (103,243) | (33,460) | 242,896 | 305 | 243,201 | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 63,443 | 570,987 | 27,828,231 | 37,683,531 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 2,222 | 2,222 | 2,222 | |||||||||||
Foreign currency translation adjustments | 4,574 | 4,574 | 6 | 4,580 | ||||||||||
Issue of ordinary shares, net of issuance cost | $ 0 | [1] | 1,789 | 1,789 | 1,789 | |||||||||
Issue of ordinary shares, net of issuance cost (in shares) | 673,494 | |||||||||||||
Cancellation of deferred shares | $ (8) | $ 0 | [1] | 8 | ||||||||||
Cancellation of deferred shares (in shares) | (570,987) | (27,828,231) | ||||||||||||
Net (loss)/income | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (18,180) | 0 | (18,180) | (43) | (18,223) | ||||
Balance at the end at Mar. 31, 2023 | $ 86 | 0 | $ 1 | 383,523 | (121,423) | (28,886) | 233,301 | 268 | 233,569 | |||||
Balance at the end (in shares) at Mar. 31, 2023 | 63,443 | 38,357,025 | ||||||||||||
Balance at the beginning at Dec. 31, 2022 | $ 86 | $ 8 | $ 0 | [1] | $ 1 | 379,504 | (103,243) | (33,460) | 242,896 | 305 | 243,201 | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 63,443 | 570,987 | 27,828,231 | 37,683,531 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Foreign currency translation adjustments | 2,364 | |||||||||||||
Net (loss)/income | (56,157) | |||||||||||||
Balance at the end at Sep. 30, 2023 | $ 86 | $ 0 | $ 1 | 385,707 | (159,297) | (31,099) | 195,398 | 205 | 195,603 | |||||
Balance at the end (in shares) at Sep. 30, 2023 | 63,443 | 38,546,594 | ||||||||||||
Balance at the beginning at Mar. 31, 2023 | $ 86 | 0 | $ 1 | 383,523 | (121,423) | (28,886) | 233,301 | 268 | 233,569 | |||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 63,443 | 38,357,025 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 1,990 | 1,990 | 1,990 | |||||||||||
Foreign currency translation adjustments | 5,597 | 5,597 | 7 | 5,604 | ||||||||||
Issue of ordinary shares, net of issuance cost | $ 0 | [1] | 123 | 123 | 123 | |||||||||
Issue of ordinary shares, net of issuance cost (in shares) | 167,034 | |||||||||||||
Net (loss)/income | (23,802) | (23,802) | (22) | (23,824) | ||||||||||
Balance at the end at Jun. 30, 2023 | $ 86 | 0 | $ 1 | 385,636 | (145,225) | (23,289) | 217,209 | 253 | 217,462 | |||||
Balance at the end (in shares) at Jun. 30, 2023 | 63,443 | 38,524,059 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Share based compensation | 57 | 57 | 57 | |||||||||||
Foreign currency translation adjustments | (7,810) | (7,810) | (10) | (7,820) | ||||||||||
Issue of ordinary shares, net of issuance cost | $ 0 | 14 | 14 | 14 | ||||||||||
Issue of ordinary shares, net of issuance cost (in shares) | 22,535 | |||||||||||||
Net (loss)/income | (14,072) | (14,072) | (38) | (14,110) | ||||||||||
Balance at the end at Sep. 30, 2023 | $ 86 | $ 0 | $ 1 | $ 385,707 | $ (159,297) | $ (31,099) | $ 195,398 | $ 205 | $ 195,603 | |||||
Balance at the end (in shares) at Sep. 30, 2023 | 63,443 | 38,546,594 | ||||||||||||
[1]indicates amount less than thousand |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss)/income | $ (56,157) | $ 26,484 | |
Adjustments to reconcile net (loss)/income to net cash used in operating activities: | |||
Share based compensation | 4,269 | 7,836 | |
Depreciation and amortization | 3,994 | 3,146 | |
Non-cash lease expenses | 787 | 786 | |
Unrealized foreign exchange loss/( gain) | 879 | (36,578) | |
Non-cash interest expense | 21 | ||
Change in contingent consideration | 86 | 943 | |
Profit on sale of property and equipment | (348) | ||
Deferred tax benefit | (2,254) | (2,403) | |
Changes in operating assets and liabilities: | |||
Accounts receivable (including related parties) | 5,800 | (6,162) | |
Prepaid expenses and other current assets | 5,249 | (2,949) | |
Research and development incentives receivable | 426 | 1,163 | |
Accounts payable | 417 | 142 | |
Accrued expenses and other current liabilities | 5,234 | 5,066 | |
Deferred revenue | (43) | ||
Other assets | (73) | (171) | |
Net cash used in operating activities | (31,322) | (3,088) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (5,566) | (5,552) | |
Proceeds from sale of property and equipment | 388 | ||
Net cash used in investing activities | (5,566) | (5,164) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issue of shares from the exercise of stock options | [1] | 0 | 0 |
Proceeds from issue of ordinary shares, net of issuance costs | 1,926 | ||
Payment of contingent consideration | (163) | ||
Repayment of debt | (159) | ||
Net cash provided by/(used in) financing activities | 1,763 | (159) | |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 1,049 | (5,539) | |
Net decrease in cash and cash equivalents | (34,076) | (13,950) | |
Cash and cash equivalents, beginning of the period | 194,385 | 214,054 | |
Cash and cash equivalents, end of the period | 160,309 | 200,104 | |
Non-Cash investing and financing activities | |||
Capital expenditures included in accounts payable and accrued expenses | 219 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 2,400 | ||
Asset retirement obligation | 287 | 826 | |
Changes to right-of-use asset resulting from lease reassessment event | $ 88 | $ 3 | |
[1]Indicates amounts less than thousand |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Nature of Business and Basis of Presentation | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Barinthus Biotherapeutics plc (formerly Vaccitech plc) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021. Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (UK) Limited (formerly Vaccitech (UK) Limited), Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc. (formerly Vaccitech North America, Inc.), Barinthus Biotherapeutics Switzerland GmbH (formerly Vaccitech Switzerland GmbH) and Barinthus Biotherapeutics Italia S.R.L. (formerly Vaccitech Italia S.R.L.), are collectively referred to as the “Company” or “Barinthus Bio”. The Company is a clinical-stage biopharmaceutical company developing novel T cell immunotherapeutic candidates designed to guide the immune system to overcome chronic infectious diseases, autoimmunity and cancer. The Company is headquartered in Harwell, Oxfordshire, United Kingdom. On November 6, 2023, the Company announced its renaming as Barinthus Bio to represent the evolution and expansion of its focus beyond vaccines. In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, the Company completed a corporate reorganization wherein the shareholders of Barinthus Biotherapeutics (UK) Limited exchanged each of their ordinary shares, series A shares and series B shares of Barinthus Biotherapeutics (UK) Limited for the same quantity of ordinary shares, series A shares and series B shares in Barinthus Biotherapeutics plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Barinthus Biotherapeutics plc as they had in Barinthus Biotherapeutics (UK) Limited). The group reorganization under common control constituted a change in reporting entity and has been given retrospective effect reflecting the net assets of Barinthus Biotherapeutics (UK) Limited and its subsidiaries and Barinthus Biotherapeutics plc at their historical carrying amounts. On April 4, 2022, a merger was effected between subsidiaries Vaccitech USA, Inc. and Barinthus Biotherapeutics North America, Inc., with Barinthus Biotherapeutics North America, Inc. being the surviving entity. The Company operates in an environment of rapid technological change and substantial competition from pharmaceutical and biotechnology companies. The Company is subject to risks common to companies in the biopharmaceutical industry in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its vaccine product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales. If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability. Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements. As of September 30, 2023, the Company had cash and cash equivalents of $160.3 million and an accumulated deficit of $159.3 million, and the Company expects to incur losses for the foreseeable future. The Company expects that its cash and cash equivalents will be sufficient to fund current operations for at least the next twelve months from the issuance of the financial statements. The Company expects to seek additional funding through equity financing, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders. If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Unaudited Condensed Financial Information The accompanying Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Shareholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities Exchange Commission (the “Annual Report”) on March 24, 2023. In our opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of September 30, 2023, our results of operations for the three and nine months ended September 30, 2023, and 2022, and our cash flows for the nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other interim periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022, except as discussed below related to newly adopted accounting pronouncements. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue,income and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our current operations. |
Foreign Currency Transaction Ga
Foreign Currency Transaction Gains/Losses in General and Administrative Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Foreign Currency Transaction Gains/Losses in General and Administrative Expenses | |
Foreign Currency Translation in General and Administrative Expenses | 3. Foreign Currency Transaction Gains/Losses in General and Administrative Expenses The aggregate, net foreign exchange gain or loss included in determining net loss recognized in general and administrative expenses for the three and nine months ended September 30, 2023, was a gain of $6.6 million and a loss of $1.1 million, respectively. The aggregate net foreign exchange gain or loss included in determining net income recognized in general and administrative expenses for the three and nine months ended September 30, 2022, was a gain of $18.7 million and a gain of $39.1 million, respectively. |
Net (Loss)_Income Per Share
Net (Loss)/Income Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net (Loss)/Income Per Share | |
Net (Loss)/Income Per Share | 4. Net (Loss)/Income Per Share The following table sets forth the computation of basic and diluted net (loss)/income per share for the three months and nine months ended September 30, 2023, and 2022 (in thousands, except number of shares): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator: Net (loss)/income $ (14,110) $ 8,221 $ (56,157) $ 26,484 Net loss attributable to noncontrolling interest 38 21 103 47 Net (loss)/income attributable to Barinthus Bio shareholders $ (14,072) $ 8,242 $ (56,054) $ 26,531 Denominator: Weighted-average ordinary shares outstanding, basic 38,533,833 37,247,123 38,320,208 37,213,787 Effect of dilutive stock options — 909,441 — 1,012,304 Weighted-average ordinary shares outstanding, diluted 38,533,833 38,156,564 38,320,208 38,226,092 Net (loss)/income per share attributable to ordinary shareholders, basic $ (0.37) $ 0.22 $ (1.46) $ 0.71 Net (loss)/income per share attributable to ordinary shareholders, diluted $ (0.37) $ 0.22 $ (1.46) $ 0.69 Since the Company was in a loss position for all periods presented for 2023, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential ordinary share equivalents outstanding would have been anti-dilutive. As of September 30, 2023, 6,391,680 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect. For the three and nine month period ended September 30, 2022, 3,201,290 and 2,697,808 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, net | |
Property and Equipment, net | 5. Property and Equipment, net During the nine months ended September 30, 2023, the Company’s additions to property and equipment, net were $5.9 million which primarily related to an increase in leasehold improvements from the Company’s U.S. office in Germantown, Maryland (nine months ended September 30, 2022: $6.8 million, related to leasehold improvements of the Company’s corporate headquarters). Depreciation expense for the three and nine months ended September 30, 2023 was $0.7 million and $1.6 million, respectively (September 30, 2022: three and nine months was $0.4 million and $0.8 million, respectively). |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, net | |
Intangible Assets, net | 6. Intangible Assets, net The gross amount of amortizable intangible assets, consisting of acquired developed technology, was |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets (in thousands): September 30, December 31, 2023 2022 Prepayments and accrued income $ 4,510 $ 5,887 Value Added Tax receivable 1,719 — Lease incentive receivable — 1,770 Other 355 611 Total $ 6,584 $ 8,268 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities (in thousands): September 30, December 31, 2023 2022 Accrued manufacturing and clinical expenses $ 6,791 $ 2,997 Accrued board of director compensation 37 9 Accrued bonus 1,720 1,925 Accrued payroll and employee benefits 979 928 Accrued professional fees 1,081 1,270 Accrued other 1,315 932 Total $ 11,923 $ 8,061 |
Ordinary Shares
Ordinary Shares | 9 Months Ended |
Sep. 30, 2023 | |
Ordinary Shares | |
Ordinary Shares | 9. Ordinary Shares All ordinary shares rank pari passu as a single class. The following is a summary of the rights and privileges of the holders of ordinary shares as of September 30, 2023: Liquidation preference: in the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. Dividends: the Company may, subject to the provisions of the Companies Act 2006 and our Articles, by ordinary resolution from time to time declare dividends to be paid to shareholders not exceeding the amount recommended by the Company’s board of directors. Subject to the provisions of the Companies Act 2006, in so far as, in the board of directors’ opinions, the Company’s profits justify such payments, the board of directors may pay interim dividends on the Company’s ordinary shares. Voting Rights: each holder of ordinary shares has the right to receive notice of, and to vote at, the Company’s general meetings. Each holder of ordinary shares who is present (in person or by proxy) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present (in person or by proxy) has one vote in respect of each share of which they are the holder. Preemption rights: pursuant to section 561 of the Companies Act 2006, shareholders are granted preemptive rights when new shares are issued for cash. However, it is possible for our Articles, or shareholders at a general meeting representing at least 75% of our ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights by passing a special resolution. Such a disapplication of preemption rights may be for a maximum period of up to five years from the date on which the shareholder resolution was passed. In either case, this disapplication would need to be renewed by our shareholders upon its expiration ( i.e. 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. On November 6, 2023, we held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from pre-emption rights. Pursuant to such approval, our board of directors was authorized to allot shares up to an aggregate nominal amount of £1,928 free from statutory pre-emption rights. |
Deferred Shares
Deferred Shares | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Shares | |
Deferred Shares | 10. Deferred Shares All deferred shares rank pari passu as a single class. The deferred shares do not have rights to dividends or to any other right of participation in the profits of the Company. On a return of assets on liquidation, the deferred shares shall confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred shares held by them respectively after (but only after) payment shall have been made to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares and the sum of £1.0 million in respect of each ordinary share held by them respectively. The deferred shares shall confer on the holders thereof no further right to participate in the assets of the Company. On March 29, 2023, all deferred B shares (nominal value of £0.01 each) and deferred C shares (nominal value of £0.00000736245954692556 each) previously in issue were transferred back to the Company and subsequently cancelled. These deferred shares had previously been issued to certain pre-IPO shareholders in connection with the implementation of certain stages of the Company’s pre-IPO share capital reorganization. The Company received shareholder approval on April 21, 2021 (pursuant to the shareholder resolutions passed on that date) in order to effect the transfer back and cancellation of the deferred shares for nil consideration in accordance with sections 659 and 662 of the Companies Act 2006. The Company’s deferred A shares with a nominal value of £1.00 each remain in issue for the purposes of satisfying the minimum share capital requirements for a public limited company as prescribed by the Companies Act 2006. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value | |
Fair Value | 11. Fair Value The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, and contingent consideration. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments. As of September 30, 2023, the Company had a contingent consideration liability of $1.8 million related to the acquisition of Avidea Technologies, Inc. The fair value of the contingent consideration is a Level 3 valuation with the significant unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement. Significant judgment is employed in determining the appropriateness of certain of these inputs. The following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Beginning balance $ 2,117 $ 2,727 $ 1,711 $ 2,371 Change in fair value recognized in net income/(loss) 1 (244) 317 72 943 Foreign exchange translation recognized in other comprehensive loss (76) (208) 14 (478) Ending balance $ 1,797 $ 2,836 $ 1,797 $ 2,836 1 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill. | |
Goodwill | 12. Goodwill The Company identified qualitative indicators of impairment due to a sustained decline in the price of the Company’s American Depositary Shares, whereby the market capitalization continues to be below the value of the net assets of the Company. Therefore, the Company performed an interim qualitative assessment as of September 30, 2023 to determine whether it was more likely than not that the fair value of the reporting unit is less than its carrying amount. Based on this assessment, management determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount and hence no impairment loss has been recognized. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | 13. During the nine month period ended September 30, 2023, in accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”), the total number of ordinary shares available for issuance under the Plan increased by 4% of the Company’s issued and outstanding ordinary shares as of January 1, 2023. For the nine months ended September 30, 2023, the Company granted 2,221,706 The fair value of each stock option issued to employees was estimated at the date of grant using the Black-Scholes model with the following weighted-average assumptions: Nine months ended September 30, 2023 2022 Expected volatility 96.9 % 94.6 % Expected term (years) 6.0 6.0 Risk-free interest rate 3.7 % 2.38 % Expected dividend yield — % — % As of September 30, 2023, 6,391,680 options with a weighted average exercise price of $8.86 were outstanding. As of September 30, 2023, there was $4.1 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.8 years. As of September 30, 2022, 4,976,180 options with a weighted average exercise price of $8.90 were outstanding. As of September 30, 2022, there was $8.7 million unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.13 years. Share based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ (746) $ 535 $ 1,400 $ 2,065 General and administrative 803 569 2,869 5,771 Total $ 57 $ 1,104 $ 4,269 $ 7,836 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies In-License Agreements The Company is party to a number of licensing agreements, most of which are with related parties. These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including influenza, cancer, human papillomavirus infection, (“HPV”), hepatitis B virus (“HBV”) and middle east respiratory syndrome (“MERS”). The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 to 5% for direct sales of a covered product to 3 to 7% of net payments received for allowable sublicenses of technology developed by the Company. The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company. The Company has not made or accrued any material payments under these license agreements during the nine month periods ended September 30, 2023 and 2022. Leases The Company leases certain laboratory and office space under operating leases, which are described below. The Harwell Science and Innovation Campus, Oxfordshire On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet in Harwell, Oxfordshire which expires in September 2031. The property is the Company’s corporate headquarters. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date, being the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company has provided the lessor with a refundable security deposit of $0.7 million which is included in Other assets. Germantown, Maryland On June 14, 2022, the Company entered into a lease agreement for the lease of approximately 19,700 square feet in Germantown, Maryland. The site will house the Company’s, state-of-the-art wet laboratory in the United States of America. The lease expires on February 28, 2034, with the Company having a single right to extend for an additional five years on the same terms and conditions other than for the base rent. The Company has a rent-free period up to February 29, 2024, and is entitled to up to $3.5 million for leasehold improvements to the premises desired by the Company. The Company has provided the lessor with a refundable security deposit of $0.2 million which is included in Other assets. The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term. The Company’s right-of-use asset and lease liability are as follows (in thousands): September 30, December 31, 2023 2022 Right-of-use asset $ 7,474 $ 7,753 Operating lease liability, current $ 1,501 $ 433 Operating lease liability, non-current $ 11,202 $ 8,340 Nine months ended September 30, 2023 2022 Other information Operating cash flows used for operating leases $ 396 $ 1,569 Weighted average remaining lease term (years) 9.10 9.75 Weighted average discount rate 7.5 % 7.6 % Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Lease Cost Short-term lease costs $ — $ 152 $ 189 $ 356 Fixed lease costs 192 258 787 786 Total lease cost $ 192 $ 410 $ 976 $ 1,142 Future annual minimum lease payments under operating leases as of September 30, 2023, were as follows (in thousands): Remainder of 2023 $ 233 2024 1,737 2025 1,889 2026 1,913 2027 1,937 Thereafter 9,835 Total minimum lease payments $ 17,544 Less: imputed interest (4,841) Total operating lease liability $ 12,703 Other contingencies As of the date of this Quarterly Report on Form 10-Q, we do not believe we are party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. However, from time to time, we could be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 15. During the three and nine months ended September 30, 2023, the Company incurred expenses of $0.1 million and $0.1 million respectively (three and nine months ended September 30, 2022: $Nil and $0.2 million respectively) to its shareholder, the University of Oxford, related to clinical study costs. As of September 30, 2023, the Company owed $0.1 million (December 31, 2022: $Nil) to the University of Oxford. During the three and nine months ended September 30, 2023, the Company incurred expenses of $0.2 million and $0.6 million respectively (three and nine months ended September 30, 2022: $0.1 million and $0.4 million, respectively) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. As of September 30, 2023, the Company owed $0.2 million (December 31, 2022: $Nil) to Oxford University Innovation Limited. During the three and nine months ended September 30, 2023, the Company recognized license revenue of $Nil and $0.8 million respectively (three and nine months ended September 30, 2022: $6.2 million and $38.2 million respectively), from Oxford University Innovation Limited. As of September 30, 2023, the Company was owed $Nil (December 31, 2022: $5.5 million) from Oxford University Innovation Limited. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue,income and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our current operations. |
Net (Loss)_Income Per Share (Ta
Net (Loss)/Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net (Loss)/Income Per Share | |
Schedule of computation of basic and diluted net (loss)/income per share | The following table sets forth the computation of basic and diluted net (loss)/income per share for the three months and nine months ended September 30, 2023, and 2022 (in thousands, except number of shares): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator: Net (loss)/income $ (14,110) $ 8,221 $ (56,157) $ 26,484 Net loss attributable to noncontrolling interest 38 21 103 47 Net (loss)/income attributable to Barinthus Bio shareholders $ (14,072) $ 8,242 $ (56,054) $ 26,531 Denominator: Weighted-average ordinary shares outstanding, basic 38,533,833 37,247,123 38,320,208 37,213,787 Effect of dilutive stock options — 909,441 — 1,012,304 Weighted-average ordinary shares outstanding, diluted 38,533,833 38,156,564 38,320,208 38,226,092 Net (loss)/income per share attributable to ordinary shareholders, basic $ (0.37) $ 0.22 $ (1.46) $ 0.71 Net (loss)/income per share attributable to ordinary shareholders, diluted $ (0.37) $ 0.22 $ (1.46) $ 0.69 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | Prepaid Expenses and Other Current Assets (in thousands): September 30, December 31, 2023 2022 Prepayments and accrued income $ 4,510 $ 5,887 Value Added Tax receivable 1,719 — Lease incentive receivable — 1,770 Other 355 611 Total $ 6,584 $ 8,268 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued Expenses and Other Current Liabilities (in thousands): September 30, December 31, 2023 2022 Accrued manufacturing and clinical expenses $ 6,791 $ 2,997 Accrued board of director compensation 37 9 Accrued bonus 1,720 1,925 Accrued payroll and employee benefits 979 928 Accrued professional fees 1,081 1,270 Accrued other 1,315 932 Total $ 11,923 $ 8,061 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value | |
Schedule of financial instruments carried at fair value and classified within Level 3 | The following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Beginning balance $ 2,117 $ 2,727 $ 1,711 $ 2,371 Change in fair value recognized in net income/(loss) 1 (244) 317 72 943 Foreign exchange translation recognized in other comprehensive loss (76) (208) 14 (478) Ending balance $ 1,797 $ 2,836 $ 1,797 $ 2,836 1 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation | |
Schedule of fair value stock option issued to employees | Nine months ended September 30, 2023 2022 Expected volatility 96.9 % 94.6 % Expected term (years) 6.0 6.0 Risk-free interest rate 3.7 % 2.38 % Expected dividend yield — % — % |
Schedule of share based compensation expense | Share based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ (746) $ 535 $ 1,400 $ 2,065 General and administrative 803 569 2,869 5,771 Total $ 57 $ 1,104 $ 4,269 $ 7,836 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of right-of-use asset and a lease liability | The Company’s right-of-use asset and lease liability are as follows (in thousands): September 30, December 31, 2023 2022 Right-of-use asset $ 7,474 $ 7,753 Operating lease liability, current $ 1,501 $ 433 Operating lease liability, non-current $ 11,202 $ 8,340 |
Schedule of other information on lease liabilities | Nine months ended September 30, 2023 2022 Other information Operating cash flows used for operating leases $ 396 $ 1,569 Weighted average remaining lease term (years) 9.10 9.75 Weighted average discount rate 7.5 % 7.6 % |
Schedule of company's Lease Cost | Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Lease Cost Short-term lease costs $ — $ 152 $ 189 $ 356 Fixed lease costs 192 258 787 786 Total lease cost $ 192 $ 410 $ 976 $ 1,142 |
Schedule of future annual minimum lease payments under operating leases | Future annual minimum lease payments under operating leases as of September 30, 2023, were as follows (in thousands): Remainder of 2023 $ 233 2024 1,737 2025 1,889 2026 1,913 2027 1,937 Thereafter 9,835 Total minimum lease payments $ 17,544 Less: imputed interest (4,841) Total operating lease liability $ 12,703 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Nature of Business and Basis of Presentation | ||
Cash and cash equivalents | $ 160,309 | $ 194,385 |
Accumulated deficit | $ (159,297) | $ (103,243) |
Foreign Currency Transaction _2
Foreign Currency Transaction Gains/Losses in General and Administrative Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Foreign Currency Transaction Gains/Losses in General and Administrative Expenses | ||||
Net foreign exchange gain | $ 6.6 | $ 18.7 | $ 1.1 | $ 39.1 |
Net (Loss)_Income Per Share (De
Net (Loss)/Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net (loss)/income | $ (14,110) | $ (23,824) | $ (18,223) | $ 8,221 | $ 15,689 | $ 2,574 | $ (56,157) | $ 26,484 |
Net loss attributable to noncontrolling interest | (38) | (21) | (103) | (47) | ||||
Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders | $ (14,072) | $ 8,242 | $ (56,054) | $ 26,531 | ||||
Denominator: | ||||||||
Weighted-average ordinary shares outstanding, basic | 38,533,833 | 37,247,123 | 38,320,208 | 37,213,787 | ||||
Effect of dilutive stock options | 909,441 | 1,012,304 | ||||||
Weighted-average ordinary shares outstanding, diluted | 38,533,833 | 38,156,564 | 38,320,208 | 38,226,092 | ||||
Net (loss)/income per share attributable to ordinary shareholders, basic | $ (0.37) | $ 0.22 | $ (1.46) | $ 0.71 | ||||
Net (loss)/income per share attributable to ordinary shareholders, diluted | $ (0.37) | $ 0.22 | $ (1.46) | $ 0.69 |
Net (Loss)_Income Per Share - D
Net (Loss)/Income Per Share - Diluted weighted-average shares outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive securities excluded from computation of earnings per share | |||
Shares excluded from the computation of diluted weighted-average shares outstanding | 909,441 | 1,012,304 | |
Stock options | |||
Antidilutive securities excluded from computation of earnings per share | |||
Shares excluded from the computation of diluted weighted-average shares outstanding | 3,201,290 | 6,391,680 | 2,697,808 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property and Equipment, net | ||||
Depreciation expense | $ 0.7 | $ 0.4 | $ 1.6 | $ 0.8 |
Leasehold improvements | ||||
Property and Equipment, net | ||||
Additions to property and equipment | $ 5.9 | $ 6.8 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets, net | ||||||
Amortization expense for intangible assets | $ 0.8 | $ 0.8 | $ 2.4 | $ 2.4 | ||
Estimated annual amortization expense | $ 3.2 | |||||
Developed technology | ||||||
Intangible Assets, net | ||||||
Intangible assets, gross | 31.6 | 31.6 | $ 31.6 | |||
Intangible assets, accumulated amortization | $ 5.7 | $ 5.7 | $ 3.3 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets | ||
Prepayments and accrued income | $ 4,510 | $ 5,887 |
Value Added Tax receivable | 1,719 | |
Lease incentive receivable | 1,770 | |
Other | 355 | 611 |
Total | $ 6,584 | $ 8,268 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued manufacturing and clinical expenses | $ 6,791 | $ 2,997 |
Accrued board of director compensation | 37 | 9 |
Accrued bonus | 1,720 | 1,925 |
Accrued payroll and employee benefits | 979 | 928 |
Accrued professional fees | 1,081 | 1,270 |
Accrued other | 1,315 | 932 |
Total | $ 11,923 | $ 8,061 |
Ordinary Shares (Details)
Ordinary Shares (Details) | 9 Months Ended | ||
Apr. 21, 2021 | Sep. 30, 2023 Vote | Nov. 06, 2023 EUR (€) | |
Ordinary Shares | |||
Common shares, votes per share | Vote | 1 | ||
Percentage of ordinary shares present to exercise preemptive rights | 75% | ||
Maximum period to exercise preemptive rights | 5 years | ||
Subsequent event | |||
Ordinary Shares | |||
Maximum aggregate nominal amount of shares authorized to be allotted free from pre-emption rights | € | € 1,928 | ||
IPO | |||
Ordinary Shares | |||
Maximum period to exercise preemptive rights | 5 years |
Deferred Shares (Details)
Deferred Shares (Details) - GBP (£) £ / shares in Units, £ in Millions | Sep. 30, 2023 | Mar. 29, 2023 | Dec. 31, 2022 |
Deferred shares | |||
Deferred Shares | |||
Ordinary shares, liquidation preference | £ 1 | ||
Deferred A Shares | |||
Deferred Shares | |||
Nominal value | £ 1 | £ 1 | £ 1 |
Deferred B Shares | |||
Deferred Shares | |||
Nominal value | 0.01 | 0.01 | 0.01 |
Deferred C Shares | |||
Deferred Shares | |||
Nominal value | £ 0.000007 | £ 0.00000736245954692556 | £ 0.000007 |
Fair Value - Additional informa
Fair Value - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
General and administrative | |||
Convertible loan notes | |||
General and administrative | $ 0.3 | $ 0.9 | |
Avidea | |||
Convertible loan notes | |||
Contingent consideration liability | $ 1.8 |
Fair Value - Embedded derivativ
Fair Value - Embedded derivatives (Details) - Embedded derivatives - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair value and classified within Level 3 | ||||
Beginning balance | $ 2,117 | $ 2,727 | $ 1,711 | $ 2,371 |
Change in fair value recognized in net income/(loss) | (244) | 317 | 72 | 943 |
Foreign exchange translation recognized in other comprehensive loss | (76) | (208) | 14 | (478) |
Ending balance | $ 1,797 | $ 2,836 | $ 1,797 | $ 2,836 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock option | ||
Share-Based Compensation | ||
Exercise of stock options | 6,391,680 | 4,976,180 |
Weighted average exercise price of options outstanding | $ 8.86 | $ 8.90 |
Unrecognized compensation expenses related to options | $ 4.1 | $ 8.7 |
Unrecognized compensation cost which is expected to be recognized over a weighted-average period | 1 year 9 months 18 days | 2 years 1 month 17 days |
Barinthus Biotherapeutics plc Share Award Plan 2021 | ||
Share-Based Compensation | ||
Number of unvested options canceled | 664,449 | 372,916 |
Barinthus Biotherapeutics plc Share Award Plan 2021 | Stock option | ||
Share-Based Compensation | ||
Options granted | 2,221,706 | 2,265,040 |
Weighted-average grant date per-share fair value of stock options granted | $ 1.99 | $ 3.53 |
Weighted average exercise price of options granted | $ 2.50 | $ 9.15 |
Barinthus Biotherapeutics plc Share Award Plan 2021 | Restricted share units, options, share appreciation rights and restricted shares | ||
Share-Based Compensation | ||
Percentage of issued and outstanding ordinary shares available for issuance under the Plan | 4% |
Share-Based Compensation - Fair
Share-Based Compensation - Fair value of each stock option issued to employees - (Details) - Employee - Enterprise Management Incentive Share Option Scheme | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation | ||
Expected volatility | 96.90% | 94.60% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 3.70% | 2.38% |
Expected dividend yield | 0% | 0% |
Share-Based Compensation - Shar
Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation | ||||
Share based compensation expense | $ 57 | $ 1,104 | $ 4,269 | $ 7,836 |
Research and development | ||||
Share-Based Compensation | ||||
Share based compensation expense | (746) | 535 | 1,400 | 2,065 |
General and administrative | ||||
Share-Based Compensation | ||||
Share based compensation expense | $ 803 | $ 569 | $ 2,869 | $ 5,771 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 9 Months Ended | ||
Jun. 14, 2022 USD ($) ft² | Sep. 03, 2021 USD ($) ft² | Sep. 30, 2023 | |
Commitment and Contingencies | |||
Number Of Square Feet Under Lease Agreement | ft² | 31,000 | ||
Other Non-current Assets | |||
Commitment and Contingencies | |||
Refundable security deposit | $ 0.7 | ||
MARYLAND | Laboratory | |||
Commitment and Contingencies | |||
Number Of Square Feet Under Lease Agreement | ft² | 19,700 | ||
Additional lease term | 5 years | ||
Leasehold improvement expense | $ 3.5 | ||
MARYLAND | Laboratory | Other Non-current Assets | |||
Commitment and Contingencies | |||
Refundable security deposit | $ 0.2 | ||
Maximum | In-License Agreements | |||
Commitment and Contingencies | |||
Percentage of future royalties for direct sales of a covered product | 5% | ||
Net payments received for allowable sublicenses of technology developed | 7% | ||
Minimum | In-License Agreements | |||
Commitment and Contingencies | |||
Percentage of future royalties for direct sales of a covered product | 1% | ||
Net payments received for allowable sublicenses of technology developed | 3% |
Commitments and Contingencies_2
Commitments and Contingencies - Effective data of the lease term (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Leases | |||
Right-of-use asset | $ 7,474 | $ 7,753 | |
Operating lease liability, current | 1,501 | 433 | |
Operating lease liability, non-current | 11,202 | $ 8,340 | |
Operating cash flows used for operating leases | $ 396 | $ 1,569 | |
Weighted average remaining lease term (years) | 9 years 1 month 6 days | 9 years 9 months | |
Weighted average discount rate | 7.50% | 7.60% |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost | ||||
Short-term lease costs | $ 152 | $ 189 | $ 356 | |
Fixed lease costs | $ 192 | 258 | 787 | 786 |
Total lease cost | $ 192 | $ 410 | $ 976 | $ 1,142 |
Commitments and Contingencies_4
Commitments and Contingencies - Future annual minimum lease payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Future annual minimum lease payments under operating leases | |
Remainder of 2023 | $ 233 |
2024 | 1,737 |
2025 | 1,889 |
2026 | 1,913 |
2027 | 1,937 |
Thereafter | 9,835 |
Total minimum lease payments | 17,544 |
Less: imputed interest | (4,841) |
Total operating lease liability | $ 12,703 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
The University of Oxford | |||||
Related Party Transactions | |||||
Expenses incurred | $ 0.1 | $ 0 | $ 0.1 | $ 0.2 | |
Amount owed to related party | 0.1 | 0.1 | $ 0 | ||
Oxford University Innovation Limited | |||||
Related Party Transactions | |||||
Expenses incurred | 0.2 | 0.1 | 0.6 | 0.4 | |
Amount owed to related party | 0.2 | 0.2 | 0 | ||
Revenue recognized | 0 | $ 6.2 | 0.8 | $ 38.2 | |
Amount owed from related party | $ 0 | $ 0 | $ 5.5 |