AC Immune SA 6-K, filed Mar 22, 2022

AC Immune SA (ACIU)

6-K 2022-03-22 For: 2021-12-31

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Added on April 09, 2026

About this 6-K

AC Immune SA filed this 6-K on March 22, 2022.

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		AC IMMUNE SA

		By:	/s/ Andrea Pfeifer
			Name:	Andrea Pfeifer
			Title:	Chief Executive Officer

		By:	/s/ Joerg Hornstein
			Name:	Joerg Hornstein
			Title:	Chief Financial Officer
Date:	March 22, 2022

Exhibit Number		Description
99.1		Press Release dated March 22, 2022
99.2		2021 IFRS Consolidated Financial Statements
99.3		2021 Statutory Annual Report
99.4		2021 Compensation Report

	ACI-12589 a-syn-PET tracer		Reported results from first-in-human study at AD/PD™ 2022 conference
	ACI-35.030 anti-pTau vaccine		Reported Phase 1b/2a interim analysis from highest dose group in Q1; disclose future late-stage development plans in H2
	ACI-24 (optimized) anti-Abeta vaccine		ACI-24 (optimized vaccine formulation) Phase 1b/2a First-Patient-In (AD) in H1 Phase 1b in AD readout and decision to move into DS in H2
	Crenezumab anti-Abeta antibody		Top line Phase 2 results from AD prevention trial in patients with autosomal dominant AD in H1
	Semorinemab anti-Tau antibody		Additional fluid biomarker data from the Phase 2 Lauriet study in mild-to-moderate AD in H2
	PI-2620 Tau-PET tracer		Phase 2 and Phase 1 results in AD and progressive supranuclear palsy (PSP) respectively, in H2
	ACI-7104 anti-a-syn vaccine		Initiate Phase 2 trial in early PD in H2

Media Relations Saoyuth Nidh AC Immune Phone: +41 21 345 91 34 Email: saoyuth.nidh@acimmune.com	Investor Relations Gary Waanders, Ph.D., MBA AC Immune Phone: +41 21 345 91 91 Email: gary.waanders@acimmune.com

U.S. Media Shani Lewis LaVoieHealthScience Phone: +1 609 516 5761 Email: slewis@lavoiehealthscience.com	U.S. Investors Corey Davis, Ph.D. LifeSci Advisors Phone: +1 212 915 2577 Email: cdavis@lifesciadvisors.com

	As of December 31, 2021			As of December 31, 2020
ASSETS
Non-current assets
Property, plant and equipment		5,116			4,416
Right-of-use assets		2,914			2,223
Intangible asset		50,416			—
Long-term financial assets		363			334
Total non-current assets		58,809			6,973
Current assets
Prepaid expenses		3,015			3,954
Accrued income		975			1,591
Other current receivables		428			329
Short-term financial assets		116,000			65,000
Cash and cash equivalents		82,216			160,893
Total current assets		202,634			231,767
Total assets		261,443			238,740

SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Share capital		1,794			1,538
Share premium		431,251			346,890
Treasury shares		(124	)		(100	)
Accumulated losses		(200,942	)		(132,850	)
Total shareholders’ equity		231,979			215,478

Non-current liabilities
Long-term lease liabilities		2,340			1,780
Net employee defined-benefit liabilities		7,098			7,464
Total non-current liabilities		9,438			9,244

Current liabilities
Trade and other payables		2,003			2,184
Accrued expenses		16,736			11,085
Deferred income		717			306
Short-term lease liabilities		570			443
Total current liabilities		20,026			14,018
Total liabilities		29,464			23,262
Total shareholders’ equity and liabilities		261,443			238,740

	For the Years Ended December 31,
	2021			2020			2019
Revenues
Contract revenue		—			15,431			110,456
Total revenue		—			15,431			110,456

Operating expenses
Research & development expenses		(62,282	)		(59,487	)		(50,432	)
General & administrative expenses		(17,910	)		(18,557	)		(16,058	)
Other operating income/(expense)		1,182			1,353			570

Total operating expenses		(79,010	)		(76,691	)		(65,920	)

Operating income/(loss)		(79,010	)		(61,260	)		44,536
Financial income		6,485			78			303
Financial expense		(581	)		(184	)		(1,926	)
Change in fair value of conversion feature		—			—			4,542
Exchange differences		113			(555	)		(2,013	)
Finance result, net		6,017			(661	)		906
Income/(loss) before tax		(72,993	)		(61,921	)		45,442
Income tax expense		(3	)		—			—
Income/(loss) for the period		(72,996	)		(61,921	)		45,442
Earnings/(loss) per share:
Basic income/(loss) for the period attributable to equity holders		(0.97	)		(0.86	)		0.64
Diluted income/(loss) for the period attributable to equity holders		(0.97	)		(0.86	)		0.64

	For the Years Ended December 31,
(In CHF thousands, except for share and per share data)	2021			2020			2019
Income/(loss)		(72,996	)		(61,921	)		45,442
Adjustments:
Non-cash share-based payments¹		4,126			4,088			2,834
Foreign currency (gains)/losses²		70			703			826
Change in fair value of derivative financial assets³		(6,459	)		—			—
Transaction costs⁴		1,144			—			—
Effective interest expenses⁵		—			—			1,355
Change in fair value of conversion feature⁶		—			—			(4,542	)
Adjusted income/(loss)		(74,115	)		(57,130	)		45,915

Earnings/(loss) per share – basic		(0.97	)		(0.86	)		0.64
Earnings/(loss) per share – diluted		(0.97	)		(0.86	)		0.64
Adjustment to earnings/(loss) per share – basic		(0.02	)		0.07			0.01
Adjustment to earnings/(loss) per share – diluted		(0.02	)		0.07			0.00
Adjusted earnings/(loss) per share – basic		(0.99	)		(0.79	)		0.65
Adjusted earnings/(loss) per share – diluted		(0.99	)		(0.79	)		0.64
Weighted-average number of shares used to compute adjusted loss per share – basic		74,951,833			71,900,212			70,603,611
Weighted-average number of shares used to compute adjusted loss per share – diluted		74,951,833			71,900,212			71,103,341

Report of independent registered public accounting firm
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
Consolidated Statements of Income/(Loss) and Consolidated Statements of Comprehensive Income/(Loss) for the fiscal years ended December 31, 2021, 2020 and 2019	F-4
Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2021, 2020 and 2019	F-5
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2021, 2020 and 2019	F-6
Notes to the Consolidated Financial Statements	F-7


Overview	Overall Group materiality: CHF 2,900 thousand
	We conducted full scope audit procedures on the Swiss entity. Our audit scope addressed over 99% of the Group’s total assets.
	As key audit matter the following area of focus has been identified: Intangible asset - valuation


Overall Group materiality	CHF 2,900 thousand

Benchmark applied	Loss before tax

Rationale for the materiality benchmark applied	Based on our analysis and professional judgment we determined loss before tax is the most appropriate benchmark. We chose loss before tax to align our materiality threshold with the common practice in the U.S. for clinical stage life science companies. In addition, in our view, the selected materiality threshold is aligned with investors and Audit & Finance Committee expectations.

/s/ Michael Foley	/s/ Justin Coppey
Audit expert Auditor in charge	Audit expert

			As of December 31,
	Note		2021			2020
ASSETS
Non-current assets
Property, plant and equipment		4		5,116			4,416
Right-of-use assets		5		2,914			2,223
Intangible asset		6/7		50,416			—
Long-term financial assets		5		363			334
Total non-current assets				58,809			6,973
Current assets
Prepaid expenses		9		3,015			3,954
Accrued income		9/13		975			1,591
Other current receivables		10		428			329
Short-term financial assets		8		116,000			65,000
Cash and cash equivalents		8		82,216			160,893
Total current assets				202,634			231,767
Total assets				261,443			238,740

SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Share capital		11		1,794			1,538
Share premium		11		431,251			346,890
Treasury shares		11		(124	)		(100	)
Accumulated losses				(200,942	)		(132,850	)
Total shareholders’ equity				231,979			215,478

Non-current liabilities
Long-term lease liabilities		5		2,340			1,780
Net employee defined benefit liabilities		17		7,098			7,464
Total non-current liabilities				9,438			9,244

Current liabilities
Trade and other payables		12		2,003			2,184
Accrued expenses		12		16,736			11,085
Deferred income		13		717			306
Short-term lease liabilities		5		570			443
Total current liabilities				20,026			14,018
Total liabilities				29,464			23,262
Total shareholders’ equity and liabilities				261,443			238,740

	Note	Share capital		Share premium		Treasury shares		Accumulated losses			Total
Balance as of January 1, 2019			1,351		298,149		—		(121,877	)		177,623
Net income for the period			—		—		—		45,442			45,442
Other comprehensive loss			—		—		—		(1,304	)		(1,304	)
Total comprehensive income			—		—		—		44,138			44,138

Share-based payments	18		—		—		—		2,834			2,834
Issuance of shares, net of transaction costs:
Conversion note agreement	11		73		47,705		—		—			47,778
Restricted share awards	18		1		616		—		(616	)		1
Exercise of options	18		12		56		—		—			68
Balance as of December 31, 2019			1,437		346,526		—		(75,521	)		272,442

IT equipment	3 years
Laboratory equipment	5 years
Leasehold improvements/furniture	5 years

In CHF thousands	Furniture			IT equipment			Laboratory equipment			Leasehold improvements			Total
Acquisition cost:
Balance at December 31, 2020		214			1,497			7,958			464			10,133
Acquisitions		207			257			1,315			831			2,610
Disposals		—			—			(77	)		—			(77	)
Balance at December 31, 2021		421			1,754			9,196			1,295			12,666

Accumulated depreciation:
Balance at December 31, 2020		(61	)		(970	)		(4,405	)		(281	)		(5,717	)
Depreciation expenses		(45	)		(346	)		(1,398	)		(108	)		(1,897	)
Disposals		—			—			64			—			64
Balance at December 31, 2021		(106	)		(1,316	)		(5,739	)		(389	)		(7,550	)

Carrying amount:
December 31, 2020		153			527			3,553			183			4,416
December 31, 2021		315			438			3,457			906			5,116

In CHF thousands	Buildings			Office equipment			IT equipment			Total
Balance as of December 31, 2020		2,106			63			54			2,223
Additions and remeasurements		1,144			71			—			1,215
Dispositions		—			(15	)		—			(15	)
Depreciation		(474	)		(21	)		(14	)		(509	)
Balance as of December 31, 2021		2,776			98			40			2,914

As of December 31, 2021							As of December 31, 2020
In CHF thousands	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Acquired IPR&D Asset		50,416		—		50,416		—		—		—
Total Intangible Assets		50,416		—		50,416		—		—		—

						In CHF thousands

	Common shares		Treasury shares			Share capital		Share premium		Treasury shares
December 31, 2019		71,859,431		—			1,437		346,526		—
Issuance of shares – incentive plans, net of RSU expiration and forfeiture		77,307		—			1		364		—
Issuance of shares to be held as treasury shares, net of transaction costs		5,000,000		(5,000,000	)		100		—		(100	)
December 31, 2020		76,936,738		(5,000,000	)		1,538		346,890		(100	)
Proceeds from sale of treasury shares in public offerings, net of underwriting fees and transaction costs		—		1,171,543			—		12,097		24
Asset purchase agreement, net of transaction costs		7,106,840		—			142		54,328		—
Conversion of note agreements, net of transaction costs		3,026,634		—			61		16,683		—
Issuance of shares – incentive plans, net of transaction costs		237,258		—			5		1,253		—
Issuance of shares to be held as treasury shares, net of transaction costs		2,393,160		(2,393,160	)		48		—		(48	)
December 31, 2021		89,700,630		(6,221,617	)		1,794		431,251		(124	)

In CHF Thousands	Balance at the beginning of the reporting period		Additions		Deductions			Balance at the end of the reporting period
Twelve months ended December 31, 2021:
Accrued income		1,591		1,635		(2,251	)		975
Deferred income		306		1,635		(1,224	)		717

Twelve months ended December 31, 2020:
Accrued income		1,095		2,354		(1,858	)		1,591
Deferred income		4,477		1,467		(5,638	)		306

	Discount rate					Future salary increase					Future pension cost					Interest rate on savings capital
Assumptions	0.5% increase		0.5% decrease			0.5% increase			0.5% decrease		0.5% increase			0.5% decrease		0.5% increase			0.5% decrease
	In CHF thousands
Potential defined benefit obligation		31,190		37,006			34,578			33,176		35,497			32,435		34,822			33,007
Decrease/(increase) from actual defined benefit obligation		2,699		(3,117	)		(689	)		713		(1,608	)		1,454		(933	)		882

PLAN	Number of options awarded (since inception)	Vesting conditions	Contractual life of options
Share option plan C1	6,775,250	4 years’ service from grant date	10 years
2016 SOIP:
Executives and directors	2,643,984	1 year, 3 year and 4 years’ service from the date of grant, quarterly and annually	10 years
Employees	1,354,431	4 years’ service from the date of grant, annually	10 years

	Number of options			Weighted- average exercise price (CHF)		Weighted- average remaining term (years)
Outstanding at January 1, 2019		1,618,856			4.25		6.3
Forfeited during the year		(73,699	)		6.71		—
Exercised during the year		(616,833	)		0.15		—
Granted during the year		1,053,305			5.24		—
Outstanding at December 31, 2019		1,981,629			5.93		8.3
Exercisable at December 31, 2019		602,218			4.94		6.5
Outstanding at January 1, 2020		1,981,629			5.93		8.3
Forfeited during the year		(53,591	)		6.03		—
Expired during the year		(26,729	)		4.38		—
Exercised during the year		(73,669	)		2.00		—
Granted during the year		1,073,027			6.29		—
Outstanding at December 31, 2020		2,900,667			5.90		8.2
Exercisable at December 31, 2020		1,099,015			5.49		7.0
Outstanding at January 1, 2021		2,900,667			5.90		8.2
Forfeited during the year		(207,331	)		6.13		—
Exercised during the year		(218,561	)		4.97		—
Granted during the year		1,110,914			6.34		—
Outstanding at December 31, 2021		3,585,689			6.21		7.8
Exercisable at December 31, 2021		1,613,242			6.13		6.8

	Total options		Range of expiration dates
Range of exercise prices
CHF 0.15		208,125		2022–2026
CHF 9.53		223,646		2027
USD 5.04 to USD 12.30		3,153,918		2028–2031
Total outstanding options		3,585,689

Grantee type	Number of non-vested share awards granted	Vesting conditions	Contractual life of non-vested share awards
Restricted share units
Directors	83,864	1 year service from date of grant, annually	10 years
Executives	110,839	4 years’ service from the date of grant, quarterly	10 years

	Number of non-vested shares			Weighted-average grant date fair value (CHF)
Non-vested at January 1, 2019		109,041			9.51
Forfeited during the year		—			—
Granted during the year		—			—
Vested during the year		(66,278	)		9.51
Non-vested at December 31, 2019		42,763			9.52
Vested and exercisable at December 31, 2019		130,290			9.58
Non-vested at December 31, 2019		42,763			9.52
Forfeited during the year		(11,828	)		9.47
Expired during the year		(7,804	)		9.52
Exercised during the year		(84,638	)		9.51
Granted during the year		—			—
Vested during the year		(23,269	)		9.52
Non-vested at December 31, 2020		19,494			9.51
Vested and exercisable at December 31, 2020		49,289			9.47
Non-vested at December 31, 2020		19,494			9.51
Exercised during the year		(2,471	)		9.46
Vested during the year		(18,697	)		9.52
Non-vested at December 31, 2021		797			9.41
Vested and exercisable at December 31, 2021		65,515			9.48

	For the Years Ended December 31,
In CHF thousands, except for share and per share data	2021			2020			2019
Basic income/(loss) per share (EPS):
Numerator:
Net income/(loss) attributable to equity holders of the Company		(72,996	)		(61,921	)		45,442
Denominator:
Weighted-average number of shares outstanding to equity holders		74,951,833			71,900,212			70,603,611
Basic income/(loss) for the period attributable to equity holders		(0.97	)		(0.86	)		0.64

Diluted income/(loss) per share (EPS):
Numerator:
Net income/(loss) attributable to equity holders of the Company		(72,996	)		(61,921	)		45,442
Denominator:
Weighted-average number of shares outstanding to equity holders		74,951,833			71,900,212			70,603,611
Effect of dilutive securities from equity incentive plans		—			—			499,730
Weighted-average number of shares outstanding – diluted to equity holders		74,951,833			71,900,212			71,103,341
Diluted income/(loss) for the period attributable to equity holders		(0.97	)		(0.86	)		0.64


Overview	Overall Group materiality: CHF 2,900 thousand
	We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the entity, the accounting processes and controls, and the industry in which the entity operates.
	As key audit matter the following area of focus has been identified: Intangible asset - valuation


Overall materiality	CHF 2,900 thousand

Benchmark applied	Loss before tax

Rationale for the materiality benchmark applied	Based on our analysis and professional judgment we determined loss before tax is the most appropriate benchmark. We chose loss before tax to align our materiality threshold with the common practice in the U.S. for clinical stage life science companies. In addition, in our view, the selected materiality threshold is aligned with investors and Audit & Finance Committee expectations.

			As at 31 December,
in CHF thousands	Notes		2021			2020

Assets

Current assets
Cash and cash equivalents		6		82,198			160,893
Short-term financial assets		6		116,000			65,000
Other current receivables
- From third parties		7		428			329
- Intercompany		7		1,087			-
Prepaid expenses		8		1,937			3,954
Accrued income		9		975			1,591
Total current assets				202,625			231,767

Non-current assets
Long-term financial assets		5		363			334
Property, plant and equipment		3		5,116			4,420
Intangible assets		4		50,416			-
Total non-current assets				55,895			4,754

Total assets				258,520			236,521

Liabilities and shareholders' equity

Current liabilities
Trade payables
- To third parties		10		2,003			2,184
Accrued expenses		10		16,734			11,085
Deferred income		11		717			307
Total current liabilities				19,454			13,576

Shareholders' equity
Share capital		12		1,793			1,538
Reserves from capital contributions				432,576			341,482
Accumulated losses brought forward				(119,975	)		(62,151	)
Treasury shares		13		(124	)		(100	)
Loss for the year				(75,204	)		(57,824	)
Total shareholders' equity				239,066			222,945

Total liabilities and shareholders' equity				258,520			236,521

			For the Years Ended 31 December,
in CHF thousands	Notes		2021			2020

Revenue		14		1,248			16,766

Operating expenses
Salaries and related costs		15		(24,086	)		(22,681	)
Operating expenses		15		(50,124	)		(49,833	)
Depreciation of fixed assets		15		(1,901	)		(1,523	)
Total operating expenses				(76,111	)		(74,037	)

Operating loss				(74,863	)		(57,271	)

Financial income		16		189			102
Financial expenses		16		(530	)		(655	)
Total net financial expenses				(341	)		(553	)
Loss for the period				(75,204	)		(57,824	)

	Shares Owned 2021					Shares Owned 2020
Principal Shareholders	Number		Percent			Number		Percent
5% Shareholders
dievini Hopp BioTech holding GmbH & Co KG⁽¹⁾		18,041,000		21.6	%		18,041,000		25.1	%
Varuma AG⁽²⁾		11,999,999		14.4	%		11,999,999		16.7	%
Affiris⁽³⁾		10,133,474		12.1	%		-		-
BVF Inc.⁽⁴⁾		7,062,379		8.5	%		9,816,658		13.6	%

	For the Years Ended 31 December,
in CHF thousands	2021		2020
Revenue		1,248		16,766
Total		1,248		16,766

	Shares				Equity Awards
in CHF thousands	Number		CHF		Number		CHF
Issued to executive officers and directors		2,682,919		12,262		2,284,417		11,409
Issued to employees		413,366		1,889		1,267,650		5,686
Total		3,096,285		14,151		3,552,067		17,095

Beneficial ownership of executive officers and directors	Number of Shares 2021		Number of Equity Awards 2021
Andrea Pfeifer, Ph.D., Chief Executive Officer and Director		2,303,420		777,325
Marie Kosco-Vilbois, Ph.D., Chief Scientific Officer		64,365		191,091
Johannes Rolf Streffer, M.D., Chief Medical Officer		14,200		94,877
Piergiorgio Donati, Chief Technical Operations Officer		4,500		111,547
Joerg Hornstein, Chief Financial Officer		-		650,623
Jean-Fabien Monin, Chief Administrative Officer		292,411		101,634
Douglas Williams, Ph.D., Chairman and Director		-		71,621
Thomas Graney, Director		4,023		59,157
Werner Lanthaler, Ph.D., Director		-		59,235
Roy Twyman, M.D., Director		-		65,511
Carl June, M.D., Director		-		44,316
Alan Colowick, M.D., Director		-		28,860
Monika Bütler, Ph.D., Director		-		14,310
Monica Shaw, M.D., Director		-		14,310

Name	Appointment	Board	Audit Committee	Compensation and Nomination Committee
Douglas Williams, Ph.D.	2018	Chairman (1)		Chairman
Martin Velasco	2003	Vice-Chairman (1)(3) (8) (10)	Member (8)	Member (8)
Peter Bollmann, Ph.D.	2015	Director (8)	Chairman (8) (9)
Thomas Graney	2016	Director	Member	Member
Andrea Pfeifer, Ph.D.	2016	Director – CEO
Werner Lanthaler, Ph.D.	2018	Director	Member
Roy Twyman, M.D.	2019	Director (2)		Member (7)
Carl June, M.D.	2020	Director (4)
Alan Colowick, M.D.	2021 (6)	Director (6)
Monika Bütler, Ph.D.	2021 (7)	Director (7)	Chairman (7)
Monica Shaw, M.D.	2021 (7)	Director (7)
Friedrich von Bohlen und Halbach, Ph.D.	2015	Director (5)