Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
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 | |
Entity Address, Address Line Two | Rutherford Avenue | |
Entity Address, City or Town | Harwell, 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 | 39,033,158 | |
Entity Central Index Key | 0001828185 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
American Depositary Shares | ||
Document Information | ||
Title of 12(b) Security | American Depositary Shares | |
Trading Symbol | BRNS | |
Security Exchange Name | NASDAQ | |
Ordinary shares | ||
Document Information | ||
Title of 12(b) Security | Ordinary shares, nominal value £0.000025 per share |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash, cash equivalents and restricted cash | $ 129,971 | $ 142,090 |
Research and development incentives receivable | 5,196 | 4,908 |
Prepaid expenses and other current assets | 7,964 | 9,907 |
Total current assets | 143,131 | 156,905 |
Goodwill | 12,209 | 12,209 |
Property and equipment, net | 11,532 | 11,821 |
Intangible assets, net | 24,317 | 25,108 |
Right of use assets, net | 7,408 | 7,581 |
Other assets | 885 | 882 |
Total assets | 199,482 | 214,506 |
Current liabilities: | ||
Accounts payable | 1,162 | 1,601 |
Accrued expenses and other current liabilities | 8,330 | 9,212 |
Deferred income | 1,434 | 0 |
Operating lease liability - current | 1,909 | 1,785 |
Total current liabilities | 12,835 | 12,598 |
Non-Current liabilities: | ||
Operating lease liability - non-current | 10,897 | 11,191 |
Contingent consideration | 1,867 | 1,823 |
Other non-current liabilities | 1,330 | 1,325 |
Deferred tax liability, net | 537 | 574 |
Total liabilities | 27,466 | 27,511 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Ordinary shares, £0.000025 nominal value; 38,952,956 shares authorized, issued and outstanding (December 31, 2023: authorized, issued and outstanding:38,643,540) | 1 | 1 |
Additional paid-in capital | 388,720 | 386,602 |
Accumulated deficit | (192,079) | (176,590) |
Accumulated other comprehensive loss – foreign currency translation adjustments | (24,895) | (23,315) |
Total stockholders’ equity attributable to Barinthus Biotherapeutics plc shareholders | 171,833 | 186,784 |
Noncontrolling interest | 183 | 211 |
Total stockholders’ equity | 172,016 | 186,995 |
Total liabilities and stockholders’ equity | 199,482 | 214,506 |
Deferred A shares | ||
Stockholders’ equity: | ||
Deferred A shares, £1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2023: authorized, issued and outstanding: 63,443) | $ 86 | $ 86 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Ordinary shares, nominal value (in gbp per share) | £ 0.000025 | £ 0.000025 |
Ordinary shares, authorized (in shares) | 38,952,956 | 38,643,540 |
Ordinary shares, issued (in shares) | 38,952,956 | 38,643,540 |
Ordinary shares, outstanding (in shares) | 38,952,956 | 38,643,540 |
Deferred A shares | ||
Deferred shares, nominal value (in gbp per share) | £ 1 | £ 1 |
Deferred shares, authorized (in shares) | 63,443 | 63,443 |
Deferred shares, issued (in shares) | 63,443 | 63,443 |
Deferred shares, outstanding (in shares) | 63,443 | 63,443 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Total revenue | $ 0 | $ 468 | |
Operating expenses | |||
Research and development | 11,125 | 9,814 | |
General and administrative | 5,994 | 12,138 | |
Total operating expenses | 17,119 | 21,952 | |
Other operating income | 205 | 0 | |
Loss from operations | (16,914) | (21,484) | |
Other income/(expense): | |||
Interest income | 775 | 1,588 | |
Interest expense | (12) | 0 | |
Research and development incentives | 594 | 1,157 | |
Total other income, net | 1,357 | 2,745 | |
Loss before income tax | (15,557) | (18,739) | |
Tax benefit | 37 | 516 | |
Net loss | (15,520) | (18,223) | |
Net loss attributable to noncontrolling interest | 31 | 43 | |
Net loss attributable to Barinthus Biotherapeutics plc shareholders | $ (15,489) | $ (18,180) | |
Weighted-average ordinary shares outstanding, basic (in shares) | 38,773,482 | 38,013,399 | |
Weighted-average ordinary shares outstanding, diluted (in shares) | 38,773,482 | 38,013,399 | |
Net loss per share attributable to ordinary shareholders, basic (in usd per share) | $ (0.40) | $ (0.48) | |
Net loss per share attributable to ordinary shareholders, diluted (in usd per share) | $ (0.40) | $ (0.48) | |
Net loss | $ (15,520) | $ (18,223) | |
Other comprehensive (loss)/gain – foreign currency translation adjustments | (1,577) | 4,580 | |
Comprehensive loss | (17,097) | (13,643) | |
Comprehensive loss attributable to noncontrolling interest | 28 | 37 | |
Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders | (17,069) | (13,606) | |
License revenue | |||
Total revenue | [1] | $ 0 | $ 468 |
[1] Includes license revenue |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue recognized | $ 0 | $ 468 |
Related Parties | ||
Revenue recognized | $ 0 | $ 500 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | License revenue | License revenue |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders | Ordinary Shares | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-Controlling Interest | Deferred A Shares Deferred Shares | Deferred B Shares Deferred Shares | Deferred C Shares Deferred Shares | ||
Beginning balance (in shares) at Dec. 31, 2022 | 37,683,531 | 63,443 | 570,987 | 27,828,231 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 243,201 | $ 242,896 | $ 1 | $ 379,504 | $ (103,243) | $ (33,460) | $ 305 | $ 86 | $ 8 | $ 0 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share based compensation | 2,222 | 2,222 | 2,222 | |||||||||
Issue of ordinary shares, net of issuance cost (in shares) | 673,494 | |||||||||||
Issue of ordinary shares, net of issuance costs | 1,789 | 1,789 | $ 0 | [1] | 1,789 | |||||||
Foreign currency translation adjustments | 4,580 | 4,574 | 4,574 | 6 | ||||||||
Cancellation of deferred shares (in shares) | (570,987) | (27,828,231) | ||||||||||
Cancellation of deferred shares | 0 | 8 | $ (8) | $ 0 | [1] | |||||||
Net loss | (18,223) | (18,180) | (18,180) | (43) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 38,357,025 | 63,443 | 0 | 0 | ||||||||
Ending balance at Mar. 31, 2023 | 233,569 | 233,301 | $ 1 | 383,523 | (121,423) | (28,886) | 268 | $ 86 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 38,643,540 | 63,443 | ||||||||||
Beginning balance at Dec. 31, 2023 | 186,995 | 186,784 | $ 1 | 386,602 | (176,590) | (23,315) | 211 | $ 86 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share based compensation | 1,615 | 1,615 | 1,615 | |||||||||
Issue of ordinary shares, net of issuance cost (in shares) | 309,416 | |||||||||||
Issue of ordinary shares, net of issuance costs | 503 | 503 | $ 0 | [1] | 503 | |||||||
Foreign currency translation adjustments | (1,577) | (1,580) | (1,580) | 3 | ||||||||
Net loss | (15,520) | (15,489) | (15,489) | (31) | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 38,952,956 | 63,443 | ||||||||||
Ending balance at Mar. 31, 2024 | $ 172,016 | $ 171,833 | $ 1 | $ 388,720 | $ (192,079) | $ (24,895) | $ 183 | $ 86 | ||||
[1] Indicates amount less than one thousand |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (15,520) | $ (18,223) | ||
Adjustments to reconcile net (loss)/income to net cash used in operating activities: | ||||
Share based compensation | 1,615 | 2,222 | ||
Depreciation and amortization | 1,430 | 1,221 | ||
Non-cash lease expenses | 359 | 279 | ||
Unrealized foreign exchange (gain)/loss | (1,026) | 3,504 | ||
Change in contingent consideration | 60 | 85 | ||
Non cash interest expense | 12 | 0 | ||
Deferred tax benefit | (37) | (516) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable (including related parties) | 0 | 4,961 | ||
Prepaid expenses and other current assets | 1,875 | 4,090 | ||
Research and development incentives receivable | (331) | 2,102 | ||
Accounts payable | (524) | (1,707) | ||
Accrued expenses and other current liabilities | (823) | (1,315) | ||
Deferred income | 1,434 | 0 | ||
Operating lease liabilities | (346) | 0 | ||
Other assets | 0 | 123 | ||
Net cash used in operating activities | (11,822) | (3,174) | ||
Net cash used in operating activities | ||||
Purchases of property and equipment | (308) | (2,507) | ||
Net cash used in investing activities | (308) | (2,507) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issue of ordinary shares, net of issuance costs | 503 | 1,789 | ||
Issue of shares from the exercise of stock options | [1] | 0 | 0 | |
Payment of contingent consideration | 0 | (100) | ||
Net cash provided by financing activities | 503 | 1,689 | ||
Effect of exchange rates on cash, cash equivalents and restricted cash | (492) | 935 | ||
Net decrease in cash, cash equivalents and restricted cash | (12,119) | (3,057) | ||
Cash, cash equivalents and restricted cash, beginning of the period | 142,090 | 194,385 | ||
Cash, cash equivalents and restricted cash, end of the period | 129,971 | 191,328 | ||
Supplemental cash flow disclosures: | ||||
Cash paid for interest | 0 | 0 | [1] | |
Cash paid for income taxes | 0 | 0 | [1] | |
Non-Cash investing and financing activities | ||||
Issue of ordinary shares | 0 | 0 | [1] | |
Purchases of property and equipment included in accounts payable and accrued liabilities | 95 | 2,247 | ||
Asset retirement obligation | 0 | 282 | ||
Changes to right-of-use asset resulting from lease reassessment event | $ 0 | $ 4 | ||
[1] Indicates amounts less than one thousand |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Barinthus Biotherapeutics 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, Barinthus Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc., Barinthus Biotherapeutics Switzerland GmbH and Barinthus Biotherapeutics 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. 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, 2023. The condensed consolidated balance sheet as of December 31, 2023, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements. As of March 31, 2024, the Company had cash, cash equivalents and restricted cash of $130.0 million and an accumulated deficit of $192.1 million, and the Company expects to incur losses for the foreseeable future. The Company expects that its cash, cash equivalents and restricted cash 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 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 Sheets as of March 31, 2024, and December 31, 2023, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 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, 2023, filed with the Securities Exchange Commission (the “Annual Report”) on March 20, 2024. 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, 2024, our results of operations for the three months ended March 31, 2024, and 2023, and our cash flows for the three months ended March 31, 2024, and 2023. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other interim periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Annual Report, 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. Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM approves key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts and approves the Company's consolidated operating budget. The Company views its operations and manages its business as one operating segment, the research and development of vaccines and immunotherapies. As the Company operates in one operating segment, all required financial segment information can be found in these condensed consolidated 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 period 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 Translation in
Foreign Currency Translation in General and Administrative Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Foreign Currency [Abstract] | |
Foreign Currency Translation in General and Administrative Expenses | Foreign Currency Translation in General and Administrative Expenses The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three months ended March 31, 2024, was a gain of $1.2 million (three months ended March 31, 2023: $3.5 million loss). |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2024, and 2023 (in thousands, except number of shares): Three months ended March 31, 2024 2023 Numerator: Net loss $ (15,520) $ (18,223) Net loss attributable to noncontrolling interest 31 43 Net loss attributable to Barinthus Biotherapeutics plc shareholders $ (15,489) $ (18,180) Denominator: Weighted-average ordinary shares outstanding, basic 38,773,482 38,013,399 Weighted-average ordinary shares outstanding, diluted 38,773,482 38,013,399 Net loss per share attributable to ordinary shareholders, basic $ (0.40) $ (0.48) Net loss per share attributable to ordinary shareholders, diluted $ (0.40) $ (0.48) Since the Company was in a loss position for all periods presented, 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 March 31, 2024, 7,645,076 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 (March 31, 2023: 6,807,859). |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net During the three months ended March 31, 2024, the Company’s additions to property and equipment, net were $0.4 million which primarily related to an increase in leasehold improvements from the Company’s U.S. office in Germantown, Maryland (three months ended March 31, 2023: $4.8 million). Depreciation expense for the three months ended March 31, 2024 was $0.6 million (three months ended March 31, 2023: $0.4 million, respectively). |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $31.6 million as of March 31, 2024 and December 31 2023, respectively, and accumulated amortization was $7.3 million and $6.5 million as of March 31, 2024 and December 31, 2023, respectively. The amortization expense for the three months ended March 31, 2024 was $0.8 million (three months ended March 31, 2023: $0.8 million). The estimated annual amortization expense is $3.2 million for the years 2024 through to 2031. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets (in thousands): March 31, December 31, Prepayments and accrued income $ 5,093 $ 5,402 Value Added Tax receivable 1,196 3,031 Other 1,675 1,474 Total $ 7,964 $ 9,907 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (in thousands): March 31, December 31, Accrued manufacturing and clinical expenses $ 4,437 $ 4,003 Accrued bonus 660 2,412 Accrued payroll and employee benefits 1,152 789 Accrued professional fees 1,048 942 Accrued other 1,033 1,066 Total $ 8,330 $ 9,212 |
Grant Income
Grant Income | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Grant Income | Grant Income Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement On December 20, 2023, Barinthus Biotherapeutics (UK) Limited (the “Company”), the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with the Company, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI will provide funding of up to $34.8 million to the Company to advance the development of VTP-500, the Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”). In December 2023, VTP-500 received PRIME (PRIority MEdicines) designation by the European Medicines Agency. Pursuant to the Funding Agreement, the Company has agreed to pay CEPI on a country-by-country basis increasing mid-single digit percentage royalties of net sales and net income with respect to future cash sales of VTP-500, less certain deductions, for a period starting on December 20, 2023 (“Effective Date”) and ending the later of: (i) the expiration of the last valid patent claim included in intellectual property developed under the Project covering VTP-500 in such country, (ii) the expiration of Regulatory Exclusivity (as defined in the Funding Agreement) for VTP-500 in such country, and (iii) the tenth (10th) anniversary of the first commercial sale of VTP-500 (the “Royalty Term”). The Company shall also pay CEPI a mid-double digit percentage of net revenue earned on VTP-500 until CEPI has received payments from the Company under the Funding Agreement equaling the total amount of funding paid by CEPI to the Company and a low double-digit percentage of such net revenue thereafter. Sales for the benefit of end users in specified low and middle income countries (“LMICs”) and upper and middle income countries (“UMICs”) are excluded from the calculations of net sales and net revenue. Sales of product for the benefit of end users in LMICs and UMICs are subject to tiered discounted pricing requirements under the Funding Agreement. The Company is further required to pay a mid-double digit percentage of any proceeds earned on any priority review voucher related to VTP-500 during the Royalty Period. For the period ended March 31, 2024, $1.6 million proceeds have been received and $0.2 million income has been recognized in relation to this contract. This is presented as other operating income in the Statements of Operations and Comprehensive Loss. The Funding Agreement cash payments are restricted as to the use and management of the funds. The remaining unused amounts of the Funding Agreement cash payments of $1.4 million as at March 31, 2024 are reflected in Cash, cash equivalents and restricted cash in the condensed consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred. Deferred income Deferred income primarily relates to payments received from CEPI in advance of the eligible research and development expenses being incurred and are disclosed as deferred income separately in the condensed consolidated balance sheets. Deferred income is released to the condensed consolidated statement of operations and comprehensive loss in the period in which such research and development activities are actually performed in a manner that satisfies the conditions of the Funding Agreement. Changes in the deferred income during the three months ended March 31, 2024 and 2023, are as follows (in thousands): Three Months Ended March 31, 2024 2023 Beginning balance $ — $ — Cash payments received 1,629 — Other income recognized related to the Funding Agreement (205) — Foreign exchange translation 10 — Ending balance $ 1,434 $ — |
Ordinary Shares
Ordinary Shares | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Ordinary Shares | 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 March 31, 2024: 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. , at least every five years) to remain effective. On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders. This included the disapplication of preemption rights in relation to the allotment of our ordinary shares in connection with the IPO. This disapplication will need to be renewed upon expiration ( i.e. , at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period). 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. The granting of this authority and the corresponding disapplication of preemptive rights was in addition to all subsisting authorities. This disapplication will need to be renewed upon expiration ( i.e. , at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period). |
Deferred Shares
Deferred Shares | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Deferred Shares | 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 | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The Company’s financial instruments consist of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, certain accrued expenses, and contingent consideration. The carrying amounts of cash, cash equivalents and restricted cash, 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 March 31, 2024, the Company had a contingent consideration liability of $1.9 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 March 31, 2024 2023 Beginning balance $ 1,823 $ 1,711 Change in fair value recognized in net loss/(gain) 60 (38) Foreign exchange translation recognized in other comprehensive loss (16) 37 Ending balance $ 1,867 $ 1,710 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 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 March 31, 2024 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 | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation During the three month period ended March 31, 2024, 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 three months ended March 31, 2024, the Company granted 1,627,958 options to employees and directors with a weighted average grant date fair value of $2.90 and a weighted average exercise price of $3.67 per share (March 31, 2023: granted 1,987,289 options, weighted average grant date fair value of $2.01 and a weighted average exercise price of $2.53 per share). For the three months ended March 31, 2024, 70,946 options (March 31, 2023: 57,970 ) were forfeited. 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: Three Months Ended March 31, 2024 2023 Expected volatility 108.8 % 97.4 % Expected term (years) 6.0 6.0 Risk-free interest rate 4.0 % 3.6 % Expected dividend yield — % — % As of March 31, 2024, 7,645,076 options with a weighted average exercise price of $6.20 were outstanding. As of March 31, 2024, there was $6.2 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.9 years. As of March 31, 2023, 6,807,859 options with a weighted average exercise price of $9.69 were outstanding. Share based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 712 $ 1,119 General and administrative 903 1,103 Total $ 1,615 $ 2,222 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 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 three month periods ended March 31, 2024 and 2023. 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): March 31, December 31, Right-of-use asset $ 7,408 $ 7,581 Lease liability, current 1,909 1,785 Lease liability, non-current 10,897 11,191 Three months ended March 31, 2024 2023 Other information Operating cash flows from operating leases $ 346 $ 220 Weighted average remaining lease term (years) 8.71 9.71 Weighted average discount rate 7.5 % 7.6 % Three months ended March 31, 2024 2023 Lease Cost Short-term lease costs $ — $ 152 Fixed lease costs 359 279 Total lease cost $ 359 $ 431 Future annual minimum lease payments under operating leases as of March 31, 2024, were as follows (in thousands): Remainder of 2024 $ 1,430 2025 1,926 2026 1,951 2027 1,975 2028 2,001 Thereafter 7,974 Total minimum lease payments $ 17,257 Less: imputed interest (4,451) Total lease liability $ 12,806 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 | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three months ended March 31, 2024, the Company incurred expenses of $0.2 million (three months ended March 31, 2023: $0.1 million) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford. As of March 31, 2024, the Company owed $0.01 million (December 31, 2023: $0.002 million) to Oxford University Innovation Limited. During the three months ended March 31, 2024, the Company recognized license revenue of nil (three months ended March 31, 2023: $0.5 million), from Oxford University Innovation Limited. As of March 31, 2024, the Company was owed nil (December 31, 2023: nil) from Oxford University Innovation Limited. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) Attributable to Parent | $ (15,489) | $ (18,180) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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. |
Segment information | Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM approves key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts and approves the Company's consolidated operating budget. The Company views its operations and manages its business as one operating segment, the research and development of vaccines and immunotherapies. As the Company operates in one operating segment, all required financial segment information can be found in these condensed consolidated 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 period 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 Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2024, and 2023 (in thousands, except number of shares): Three months ended March 31, 2024 2023 Numerator: Net loss $ (15,520) $ (18,223) Net loss attributable to noncontrolling interest 31 43 Net loss attributable to Barinthus Biotherapeutics plc shareholders $ (15,489) $ (18,180) Denominator: Weighted-average ordinary shares outstanding, basic 38,773,482 38,013,399 Weighted-average ordinary shares outstanding, diluted 38,773,482 38,013,399 Net loss per share attributable to ordinary shareholders, basic $ (0.40) $ (0.48) Net loss per share attributable to ordinary shareholders, diluted $ (0.40) $ (0.48) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid Expenses and Other Current Assets (in thousands): March 31, December 31, Prepayments and accrued income $ 5,093 $ 5,402 Value Added Tax receivable 1,196 3,031 Other 1,675 1,474 Total $ 7,964 $ 9,907 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued Expenses and Other Current Liabilities (in thousands): March 31, December 31, Accrued manufacturing and clinical expenses $ 4,437 $ 4,003 Accrued bonus 660 2,412 Accrued payroll and employee benefits 1,152 789 Accrued professional fees 1,048 942 Accrued other 1,033 1,066 Total $ 8,330 $ 9,212 |
Grant Income (Tables)
Grant Income (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of changes in deferred income | Changes in the deferred income during the three months ended March 31, 2024 and 2023, are as follows (in thousands): Three Months Ended March 31, 2024 2023 Beginning balance $ — $ — Cash payments received 1,629 — Other income recognized related to the Funding Agreement (205) — Foreign exchange translation 10 — Ending balance $ 1,434 $ — |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2024 2023 Beginning balance $ 1,823 $ 1,711 Change in fair value recognized in net loss/(gain) 60 (38) Foreign exchange translation recognized in other comprehensive loss (16) 37 Ending balance $ 1,867 $ 1,710 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of weighted-average assumptions of fair value stock option issued to employees | 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: Three Months Ended March 31, 2024 2023 Expected volatility 108.8 % 97.4 % Expected term (years) 6.0 6.0 Risk-free interest rate 4.0 % 3.6 % 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 March 31, 2024 2023 Research and development $ 712 $ 1,119 General and administrative 903 1,103 Total $ 1,615 $ 2,222 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right-of-use assets, lease liabilities and other information | The Company’s right-of-use asset and lease liability are as follows (in thousands): March 31, December 31, Right-of-use asset $ 7,408 $ 7,581 Lease liability, current 1,909 1,785 Lease liability, non-current 10,897 11,191 Three months ended March 31, 2024 2023 Other information Operating cash flows from operating leases $ 346 $ 220 Weighted average remaining lease term (years) 8.71 9.71 Weighted average discount rate 7.5 % 7.6 % |
Schedule of lease cost | Three months ended March 31, 2024 2023 Lease Cost Short-term lease costs $ — $ 152 Fixed lease costs 359 279 Total lease cost $ 359 $ 431 |
Schedule of maturities of minimum lease liabilities | Future annual minimum lease payments under operating leases as of March 31, 2024, were as follows (in thousands): Remainder of 2024 $ 1,430 2025 1,926 2026 1,951 2027 1,975 2028 2,001 Thereafter 7,974 Total minimum lease payments $ 17,257 Less: imputed interest (4,451) Total lease liability $ 12,806 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash, cash equivalents and restricted cash | $ 129,971 | $ 142,090 | $ 191,328 | $ 194,385 |
Accumulated deficit | $ 192,079 | $ 176,590 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Foreign Currency Translation _2
Foreign Currency Translation in General and Administrative Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Foreign Currency [Abstract] | ||
Net foreign exchange gain (loss) | $ 1.2 | $ (3.5) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (15,520) | $ (18,223) |
Net loss attributable to noncontrolling interest | 31 | 43 |
Net loss attributable to Barinthus Biotherapeutics plc shareholders | $ (15,489) | $ (18,180) |
Denominator: | ||
Weighted-average ordinary shares outstanding, basic (in shares) | 38,773,482 | 38,013,399 |
Weighted-average ordinary shares outstanding, diluted (in shares) | 38,773,482 | 38,013,399 |
Net loss per share attributable to ordinary shareholders, basic (in usd per share) | $ (0.40) | $ (0.48) |
Net loss per share attributable to ordinary shareholders, diluted (in usd per share) | $ (0.40) | $ (0.48) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Shares issuable for stock options that were excluded from the computation of diluted weighted-average shares outstanding (in shares) | 7,645,076 | 6,807,859 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Additions to property and equipment | $ 0.4 | $ 4.8 |
Depreciation expense | $ 0.6 | $ 0.4 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Intangible Assets, net | |||
Amortization expense for intangible assets | $ 0.8 | $ 0.8 | |
Estimated annual amortization expense for 2024 | 3.2 | ||
Estimated annual amortization expense for 2025 | 3.2 | ||
Estimated annual amortization expense for 2026 | 3.2 | ||
Estimated annual amortization expense for 2027 | 3.2 | ||
Estimated annual amortization expense for 2028 | 3.2 | ||
Estimated annual amortization expense for 2029 | 3.2 | ||
Estimated annual amortization expense for 2030 | 3.2 | ||
Estimated annual amortization expense for 2031 | 3.2 | ||
Developed technology | |||
Intangible Assets, net | |||
Gross amount of amortizable intangible assets | 31.6 | $ 31.6 | |
Accumulated amortization for amortizable intangible assets | $ 7.3 | $ 6.5 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments and accrued income | $ 5,093 | $ 5,402 |
Value Added Tax receivable | 1,196 | 3,031 |
Other | 1,675 | 1,474 |
Total | $ 7,964 | $ 9,907 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued manufacturing and clinical expenses | $ 4,437 | $ 4,003 |
Accrued bonus | 660 | 2,412 |
Accrued payroll and employee benefits | 1,152 | 789 |
Accrued professional fees | 1,048 | 942 |
Accrued other | 1,033 | 1,066 |
Total | $ 8,330 | $ 9,212 |
Grant Income - Additional Infor
Grant Income - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Income [Line Items] | |||
Cash payments received | $ 1,629 | $ 0 | |
Other income recognized related to the Funding Agreement | 205 | $ 0 | |
Coalition for Epidemic Preparedness Innovations | |||
Deferred Income [Line Items] | |||
Maximum funding amount | $ 34,800 | ||
Maximum royalty payment period | 10 years | ||
Cash payments received | 1,600 | ||
Other income recognized related to the Funding Agreement | 200 | ||
Restricted cash | $ 1,400 |
Grant Income - Changes in defer
Grant Income - Changes in deferred income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Income [Roll Forward] | ||
Beginning balance | $ 0 | $ 0 |
Cash payments received | 1,629 | 0 |
Other income recognized related to the Funding Agreement | (205) | 0 |
Foreign exchange translation | 10 | 0 |
Ending balance | $ 1,434 | $ 0 |
Ordinary Shares (Details)
Ordinary Shares (Details) | 3 Months Ended | ||
Nov. 06, 2023 GBP (£) | Apr. 21, 2021 | Mar. 31, 2024 vote | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of votes per common share (in votes) | vote | 1 | ||
Percentage of ordinary shares present to exercise preemptive rights | 75% | ||
Maximum period to exercise preemptive rights | 5 years | ||
Maximum aggregate nominal amount of shares authorized to be allotted free from pre-emption rights | £ | £ 1,928 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum period to exercise preemptive rights | 5 years | 5 years | 5 years |
Deferred Shares (Details)
Deferred Shares (Details) - GBP (£) £ / shares in Units, £ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 29, 2023 |
Deferred A Shares | |||
Deferred shares [Line items] | |||
Ordinary shares, liquidation preference | £ 1 | ||
Deferred shares, nominal value (in gbp per share) | £ 1 | £ 1 | £ 1 |
Deferred B Shares | |||
Deferred shares [Line items] | |||
Deferred shares, nominal value (in gbp per share) | 0.01 | ||
Deferred C Shares | |||
Deferred shares [Line items] | |||
Deferred shares, nominal value (in gbp per share) | £ 0.00000736245954692556 |
Fair Value - Additional informa
Fair Value - Additional information (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Avidea | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration liability | $ 1.9 |
Fair Value - Change in Financia
Fair Value - Change in Financial Instruments Classified within Level 3 (Details) - Contingent Consideration Liability - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,823 | $ 1,711 |
Change in fair value recognized in net loss/(gain) | 60 | (38) |
Foreign exchange translation recognized in other comprehensive loss | (16) | 37 |
Ending balance | $ 1,867 | $ 1,710 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill impairment loss | $ 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options granted (in shares) | 1,627,958 | 1,987,289 |
Weighted-average grant date fair value of options granted (in usd per share) | $ 2.90 | $ 2.01 |
Weighted average exercise price of options granted (in usd per share) | $ 3.67 | $ 2.53 |
Options forfeited (in shares) | 70,946 | 57,970 |
Options outstanding (in shares) | 7,645,076 | 6,807,859 |
Weighted average exercise price of options outstanding (in usd per share) | $ 6.20 | $ 9.69 |
Unrecognized compensation cost related to options | $ 6.2 | |
Stock options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | |
Barinthus Biotherapeutics 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% |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions (Details) - Enterprise Management Incentive Share Option Scheme | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 108.80% | 97.40% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 4% | 3.60% |
Expected dividend yield | 0% | 0% |
Share-Based Compensation - Shar
Share-Based Compensation - Share based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation expense | $ 1,615 | $ 2,222 |
Research and development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation expense | 712 | 1,119 |
General and administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation expense | $ 903 | $ 1,103 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Jun. 14, 2022 USD ($) ft² | Sep. 03, 2021 USD ($) ft² | Mar. 31, 2024 | |
Oxfordshire | |||
Commitment and Contingencies | |||
Size of space under lease agreement (in square feet) | ft² | 31,000 | ||
Refundable security deposit | $ 0.7 | ||
Maryland | |||
Commitment and Contingencies | |||
Size of space under lease agreement (in square feet) | ft² | 19,700 | ||
Refundable security deposit | $ 0.2 | ||
Additional lease term | 5 years | ||
Leasehold improvement expense | $ 3.5 | ||
In-License Agreements | Minimum | |||
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% | ||
In-License Agreements | Maximum | |||
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% |
Commitments and Contingencies_2
Commitments and Contingencies - Right-of-use Assets, Lease Liabilities and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Right-of-use asset | $ 7,408 | $ 7,581 | |
Lease liability, current | 1,909 | 1,785 | |
Lease liability, non-current | 10,897 | $ 11,191 | |
Other information | |||
Operating cash flows from operating leases | $ 346 | $ 220 | |
Weighted average remaining lease term (years) | 8 years 8 months 15 days | 9 years 8 months 15 days | |
Weighted average discount rate | 7.50% | 7.60% |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Short-term lease costs | $ 0 | $ 152 |
Fixed lease costs | 359 | 279 |
Total lease cost | $ 359 | $ 431 |
Commitments and Contingencies_4
Commitments and Contingencies - Maturities of minimum lease liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2024 | $ 1,430 |
2025 | 1,926 |
2026 | 1,951 |
2027 | 1,975 |
2028 | 2,001 |
Thereafter | 7,974 |
Total minimum lease payments | 17,257 |
Less: imputed interest | (4,451) |
Total lease liability | $ 12,806 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | ||||
Amounts owed to other party | $ 1,162 | $ 1,601 | ||
Total revenue | 0 | $ 468 | ||
License revenue | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | [1] | 0 | 468 | |
Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | 0 | 500 | ||
Oxford University Innovation Limited | Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Amounts owed to other party | 10 | 2 | ||
Amounts owned from other party | 0 | $ 0 | ||
Oxford University Innovation Limited | Related Parties | License revenue | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | 0 | 500 | ||
Oxford University Innovation Limited | Expenses | ||||
Related Party Transaction [Line Items] | ||||
Amounts of related party transactions | $ 200 | $ 100 | ||
[1] Includes license revenue |