Barinthus Biotherapeutics plc 10-Q for FY2023 Q1

Barinthus Biotherapeutics plc. (BRNS)

10-Q 2023-05-12 For: 2023-03-31

Added on April 10, 2026

About this 10-Q

Barinthus Biotherapeutics plc filed this 10-Q on May 12, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $468K; down 96.9% from $15.02M a year earlier
Net loss: $18.18M; compared with net income of $2.6M a year earlier
Diluted EPS: -$0.48; compared with $0.07 a year earlier

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England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Unit 6-10, Zeus Building Rutherford Avenue, Harwell, Didcot, United Kingdom	OX11 0DF
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares*	VACC	The Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share**


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	27
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
Item 1A	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURES		34

Condensed Consolidated Financial Statements (Unaudited)		Page
Condensed Consolidated Balance Sheets		F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss		F-2
Condensed Consolidated Statements of Changes in Shareholders’ Equity		F-3
Condensed Consolidated Statements of Cash Flows		F-4
Notes to Condensed Consolidated Financial Statements		F-5


	March 31,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	191,328	$	194,385
Accounts receivable		172		323
Accounts receivable - related parties		768		5,524
Research and development incentives receivable		2,501		4,541
Prepaid expenses and other current assets		5,896		8,268
Total current assets		200,665		213,041
Goodwill		12,209		12,209
Property and equipment, net		12,712		7,957
Intangible assets, net		27,479		28,269
Right of use assets, net		7,723		7,753
Other assets		1,028		976
Total assets	$	261,816	$	270,205

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	4,327	$	3,748
Accrued expenses and other current liabilities		7,012		8,061
Operating lease liability - current		649		433
Total current liabilities		11,988		12,242
Non-Current liabilities:
Operating lease liability		10,005		8,340
Contingent consideration		1,710		1,711
Deferred tax liability, net		3,230		3,746
Other non-current liabilities		1,314		965
Total liabilities	$	28,247	$	27,004
Commitments and contingencies (Note 14)
Shareholders’ equity:
Ordinary shares, £0.000025 nominal value; 38,357,025 shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 37,683,531)		1		1
Deferred A shares, £1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 63,443)		86		86
Deferred B shares, £0.01 nominal value; nil shares authorized, issued and outstanding (December 31, 2022:authorized, issued and outstanding: 570,987)		—		8
Deferred C shares, £0.000007 nominal value, nil shares authorized, issued and outstanding (December 31, 2022: authorized, issued and outstanding: 27,828,231)		—		0	¹
Additional paid-in capital		383,523		379,504
Accumulated deficit		(121,423)		(103,243)
Accumulated other comprehensive loss – foreign currency translation adjustments		(28,886)		(33,460)
Total shareholders’ equity attributable to Vaccitech plc shareholders’		233,301		242,896
Noncontrolling interest		268		305
Total shareholders’ equity	$	233,569	$	243,201
Total liabilities and shareholders’ equity	$	261,816	$	270,205


	Three months ended
	March 31, 2023			March 31, 2022
License revenue ¹	$	468	$	15,009
Research grants and contracts		—		9
Total revenue		468		15,018
Operating expenses
Research and development		9,814		10,701
General and administrative		12,138		3,663
Total operating expenses		21,952		14,364
(Loss)/income from operations		(21,484)		654
Other income/(expense):
Interest income		1,588		83
Interest expense		—		(74)
Research and development incentives		1,157		1,048
Total other income/(expense)		2,745		1,057
(Loss)/profit before income tax		(18,739)		1,711
Tax benefit		516		863
Net (loss)/income		(18,223)		2,574
Net loss attributable to noncontrolling interest		43		22
Net (loss)/income attributable to Vaccitech plc shareholders		(18,180)		2,596

Weighted-average ordinary shares outstanding, basic		38,013,399		37,191,022
Weighted-average ordinary shares outstanding, diluted		38,013,399		38,346,668
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.48)	$	0.070
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.48)	$	0.068

Net (loss)/income	$	(18,223)	$	2,574
Other comprehensive gain/(loss) – foreign currency translation adjustments		4,580		(5,983)
Comprehensive loss		(13,643)		(3,409)
Comprehensive loss attributable to noncontrolling interest		37		37
Comprehensive loss attributable to Vaccitech plc shareholders	$	(13,606)	$	(3,372)


	Three months ended March 31, 2023
																			Accumulated
															Additional				Other				Total
	Ordinary Shares				Deferred A Shares			Deferred B Shares			Deferred C Shares				Paid-in-		Accumulated		Comprehensive		Noncontrolling		Shareholders’
	Shares	Amount			Shares	Amount		Shares	Amount		Shares	Amount			capital		Deficit		Loss		Interest		Equity
Balance, January 1, 2023	37,683,531	$	1		63,443	$	86	570,987	$	8	27,828,231	$	0	¹	$	379,504	$	(103,243)	$	(33,460)	$	305	$	243,201
Share based compensation	—		—		—		—	—		—	—		—			2,222		—		—		—		2,222
Issue of ordinary shares	673,494		0	¹	—		—	—		—	—		—			1,789		—		—		—		1,789
Foreign currency translation adjustments	—		—		—		—	—		—	—		—			—		—		4,574		6		4,580
Cancellation of deferred shares	—		—		—		—	(570,987)		(8)	(27,828,231)		(0)	¹		8		—		—		—		—
Net loss	—		—		—		—	—		—	—		—			—		(18,180)		—		(43)		(18,223)
Balance, March 31, 2023	38,357,025	$	1		63,443	$	86	—	$	—	—	$	—			383,523	$	(121,423)	$	(28,886)	$	268	$	233,569


	Three months ended March 31, 2022
																				Accumulated
															Additional					Other				Total
	Ordinary Shares				Deferred A Shares			Deferred B Shares			Deferred C Shares				Paid-in-			Accumulated		Comprehensive		Noncontrolling		Shareholders’
	Shares	Amount			Shares	Amount		Shares	Amount		Shares	Amount			capital			Deficit		Loss		Interest		Equity
Balance, January 1, 2022	37,188,730	$	1		63,433	$	86	570,987	$	8	27,828,231	$	0	¹	$	369,103		$	(108,585)	$	(8,488)	$	437	$	252,562
Share based compensation	—		—		—		—	—		—	—		—			3,984			—		—		—		3,984
Issue of ordinary shares	4,637		0	¹	—		—	—		—	—		—			0	¹		—		—		—		0	¹
Foreign currency translation adjustments	—		—		—		—	—		—	—		—			—			—		(5,968)		(15)		(5,983)
Net income	—		—		—		—	—		—	—		—			—			2,596		—		(22)		2,574
Balance, March 31, 2022	37,193,367	$	1		63,443	$	86	570,987	$	8	27,828,231	$	0	¹	$	373,087		$	(105,989)	$	(14,456)	$	400	$	253,137


	Three months ended March 31,
	2023			2022
Numerator:
Net (loss)/income	$	(18,223)	$	2,574
Net loss attributable to noncontrolling interest		43		22
Net (loss)/income attributable to Vaccitech shareholders	$	(18,180)	$	2,596
Denominator:
Weighted-average ordinary shares outstanding, basic		38,013,399		37,191,022
Effect of dilutive stock options		—		1,155,646
Weighted-average ordinary shares outstanding, diluted		38,013,399		38,346,668
Net (loss)/income per share attributable to ordinary shareholders, basic	$	(0.48)	$	0.070
Net (loss)/income per share attributable to ordinary shareholders, diluted	$	(0.48)	$	0.068


Remainder of 2023	$	(1,457)
2024		1,752
2025		1,904
2026		1,928
2027		1,952
Thereafter		9,890
Total minimum lease payments	$	15,969
Less: imputed interest		(5,315)
Total operating lease liability	$	10,654


	Three months		Three months
	ended		ended
	March 31, 2023		March 31, 2022
Expected volatility	97.4	%	92.3	%
Expected term (years)	6.00		6.00
Risk-free interest rate	3.6	%	1.9	%
Expected dividend yield	0.0	%	0.00	%


	Three months		Three months
	ended March		ended March
	31, 2023		31, 2022		Change
Revenue from Licenses, Grants & Services	$	468	$	15,018	$	(14,550)
Operating expenses:
Research & development		9,814		10,701		(887)
General and administrative		12,138		3,663		8,475
Total operating (income)/expenses		21,952		14,364		7,588
(Loss)/income from operations		(21,484)		654		(22,138)
Other income (expense)
Interest income		1,588		83		1,505
Interest expense		—		(74)		74
Research and development incentives		1,157		1,048		109
Total other income		2,745		1,057		1,688
(Loss)/profit before income tax		(18,739)		1,711		(20,450)
Tax benefit		516		863		(347)
Net (loss)/income	$	(18,223)	$	2,574	$	(20,797)

Exhibit Number	Description
3.1	Articles of Association of the Registrant (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-40367) filed with the Securities and Exchange Commission on May 10, 2021).
10.1*	Employment Agreement by and between Vaccitech Switzerland GmbH and Nadège Pelletier, effective February 1, 2023
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

	VACCITECH PLC

Date: May 12, 2023	By:	/s/ William Enright
		William Enright
		Chief Executive Officer (Principal Executive Officer)

Date: May 12, 2023	By:	/s/ Gemma Brown
		Gemma Brown
		Chief Financial Officer (Principal Financial
		and Accounting Officer)


	March 31,		December 31,
	2022		2022
Accrued manufacturing and clinical expenses	$	2,097	$	2,997
Accrued board of director compensation		19		9
Accrued bonus		539		1,925
Accrued payroll and employee benefits		653		928
Accrued professional fees		1,108		1,270
Accrued leasehold improvements		1,163		—
Accrued other		1,433		932
Total	$	7,012	$	8,061


Vaccitech Switzerland GmbH
c/o Walder Wyss AG
Aeschenvorstadt 48
4051 Basel
Switzerland	(the Company)

and
/s/ Nadege Pelletier
Nadege Pelletier	(the Employee)


1.	Takeover of Employment Agreement / Release and Waiver		4

2.	Condition Precedent		4

3.	Commencement Date		5

4.	Function and Job Title		5

5.	Group Structure		5

6.	Duties and Responsibilities		5

7.	Work for Third Parties		6

8.	Officer Position		6

9.	Conflict of Interests		6

10.	Place of Work and Business Trips		7
	10.1.	Remote Working	7
	10.2.	Standards for Remote Working	7
	10.3.	Equipment and Data Safety regarding Remote Working	8
	10.4.	Remote Working Allowance	9

11.	Compensation		9
	11.1.	Base Salary	9
	11.2.	Bonus	9
	11.3.	Participation Plan	10
	11.4.	Acknowledgements of the Employee	10
	11.5.	No other Compensation	10
	11.6.	Deductions	10

12.	Expenses		11

13.	Probation Period and Termination		11
	13.1.	Probation Period	11
	13.2.	Termination	11

14.	Work Equipment and Obligation to Return Work Equipment		12


15.	Working Time		12
	15.1.	General	12
	15.2.	Additional Work	12

16.	Vacation		13

17.	Public Holidays and Short Absences		14
	17.1.	Public Holidays	14
	17.2.	Short Absences	14

18.	Incapacity to Work and Insurances		14
	18.1.	Medical Certificate	15
	18.2.	Salary in case of Employee’s Incapacity to Work	15
	18.3.	Occupational and Non-occupational Accidents	15
	18.4.	Health Insurance (Illness)	16
	18.5.	Pension Plan	16

19.	Intellectual Property Rights and Work Results		16

20.	Data Protection		18

21.	Non-Competition and Non-Solicitation		18
	21.1.	Non-Competition during Employment	18
	21.2.	Post-Contractual Non-Competition	18
	21.3.	Post-Contractual Non-Solicitation	19
	21.4.	Penalty	19

22.	Confidentiality		21

23.	Miscellaneous		21


–	Marriage of Employee:	2 days
–	Attendance of wedding of a family
	member or close relative:	1 day
–	Moving:	1 day
–	Medical or dental care (if not possible to attend outside
	working hours):	as required
–	Public duties (if not possible to attend outside
	working hours):	as required
–	Death or illness of:


–	close family member or person
	living in the same household:	3 days
–	other family member:	2 days
–	close relative:	1 day

Signatures

/s/ William Enright

Vaccitech Switzerland GmbH (Company)

23 January, 2023

Date: May 12, 2023	/s/ William Enright
	Name: William Enright
	Title: Chief Executive Officer

Date: May 12, 2023	/s/ Gemma Brown
	Name: Gemma Brown
	Title: Chief Financial Officer