Barinthus Biotherapeutics plc 10-Q for FY2022 Q1

Barinthus Biotherapeutics plc. (BRNS)

10-Q 2022-05-11 For: 2022-03-31

Added on April 10, 2026

About this 10-Q

Barinthus Biotherapeutics plc filed this 10-Q on May 11, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $15.02M; up 6885.1% from $215K a year earlier
Net income: $2.6M; compared with a net loss of $15.27M a year earlier
Diluted EPS: $0.07; compared with -$1.90 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.)
The Schrödinger Building Heatley Road The Oxford Science Park Oxford, United Kingdom	OX4 4GE
(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	15
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	29
Item 4.	Controls and Procedures	30
PART II - OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
Item 1A	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
SIGNATURES		35


Condensed Consolidated Financial Statements (Unaudited)	Page
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations and Comprehensive Loss	3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity (Deficit)	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6


	March 31,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	200,596		$	214,054
Accounts receivable		18,011			20
Research and development incentives receivable		4,778			6,229
Prepaid expenses and other current assets		7,398			6,462
Total current assets		230,783			226,765
Goodwill		12,630			12,630
Property and equipment, net		4,583			1,829
Intangible assets, net		30,640			31,430
Right of use assets, net		6,699			7,257
Other assets		788			804
Total assets	$	286,123		$	280,715

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	4,660		$	2,419
Accrued expenses and other current liabilities		11,330			7,875
Deferred revenue		162			182
Current portion of lease liability		331			523
Debt		—			159
Total current liabilities		16,483			11,158
Lease liability – non current		6,404			6,540
Contingent consideration		2,444			2,371
Deferred tax liability, net		7,221			8,084
Other non-current liabilities		434			—
Total liabilities	$	32,986		$	28,153
Commitments and contingencies (Note 13)
Shareholders’ equity:
Ordinary shares, £0.000025 nominal value; 37,193,367 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 37,188,730)	$	1		$	1
Deferred A shares, £1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 63,443)		86			86
Deferred B shares, £0.01 nominal value; 570,987 shares authorized, issued and outstanding (December 31, 2021 authorized, issued and outstanding: 570,987)		8			8
Deferred C shares, £0.000007 nominal value, 27,828,231 shares authorized, issued and outstanding (December 31, 2021: authorized, issued and outstanding: 27,828,231)		0	¹		0	¹
Additional paid-in capital		373,087			369,103
Accumulated deficit		(105,989)			(108,585)
Accumulated other comprehensive loss – foreign currency translation adjustments		(14,456)			(8,488)
Noncontrolling interest		400			437
Total shareholders’ equity	$	253,137		$	252,562
Total liabilities and shareholders’ equity	$	286,123		$	280,715


	Three months ended
	March 31, 2022		March 31, 2021
License revenue	$	15,009	$	16
Service revenue		—		21
Research grants and contracts		9		178
Total revenue		15,018		215
Operating expenses
Research and development		10,701		4,610
General and administrative		3,663		1,777
Total operating expenses		14,364		6,387
Income/(loss) from operations		654		(6,172)
Other income (expense):
Change in fair value of derivatives		—		5,994
Unrealized exchange gain on convertible loan notes		—		209
Loss on extinguishment of convertible loan notes		—		(13,789)
Interest income		83		2
Interest expense		(74)		(2,650)
Research and development incentives		1,048		955
Total other income (expense)		1,057		(9,279)
Tax benefit		863		65
Net income/(loss)		2,574		(15,386)
Net loss attributable to noncontrolling interest		22		118
Net income/(loss) attributable to Vaccitech plc Shareholders		2,596		(15,268)

Weighted-average ordinary shares outstanding, basic		37,191,022		8,057,216
Weighted-average ordinary shares outstanding, diluted		38,346,668		8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$	0.070	$	(1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$	0.068	$	(1.90)

Net income/(loss)	$	2,574	$	(15,386)
Other comprehensive loss-foreign currency translation adjustments		(5,983)		(1,416)
Comprehensive loss		(3,409)		(16,802)
Comprehensive loss attributable to noncontrolling interest		37		114
Comprehensive loss attributable to Vaccitech Plc Shareholders	$	(3,372)	$	(16,688)


	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, 2021
	Series A Redeemable			Series B Redeemable														Accumulated
	Convertible Preferred			Convertible Preferred										Additional				Other				Total
	Shares			Shares			Ordinary Shares				Deferred A Shares			Paid-in-		Accumulated		Comprehensive		Noncontrolling		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount			Shares	Amount		capital		Deficit		Loss		Interest		Deficit
Balance, January 1, 2021	22,065	$	33,765	—	$	—	7,960,458	$	0	¹	—	$	—	$	21,660	$	(57,720)	$	(1,243)	$	391	$	(36,912)
Share based compensation	—		—	—		—	—		—		—		—		797		—		—		—		797
Issue of Series B shares, net of issuance costs	—		—	28,957		121,837	—		—		—		—		—		—		—		—		—
Series B Shares issued on conversion of convertible notes	—		—	12,421		53,721	—		—		—		—		—		—		—		—		—
Issue of Deferred A shares	—		(29)	—		(57)	—		—		63,443		86		—		—		—		—		86
Issue of ordinary shares	—		—	—		—	263,886		0	¹	—		—		—		—		—		—		0	¹
Foreign currency translation adjustments	—		—	—		—	—		—		—		—		—		—		(1,420)		4		(1,416)
Net loss	—		—	—		—	—		—		—		—		—		(15,268)		—		(118)		(15,386)
Balance, March 31, 2021	22,065	$	33,736	41,378	$	175,501	8,224,344	$	0	¹	63,443	$	86	$	22,457	$	(72,988)	$	(2,663)	$	277	$	(52,831)


	Three months ended March 31,
	2022		2021
Numerator:
Net income/(loss)	$	2,574	$	(15,386)
Net loss attributable to noncontrolling interest		22		118
Net income/(loss) attributable to Vaccitech shareholders	$	2,596	$	(15,268)
Denominator:
Weighted-average ordinary shares outstanding, basic		37,191,022		8,057,216
Effect of dilutive stock options		1,155,646		—
Weighted-average ordinary shares outstanding, diluted		38,346,668		8,057,216
Net income/(loss) per share attributable to ordinary shareholders, basic	$	0.070	$	(1.90)
Net income/(loss) per share attributable to ordinary shareholders, diluted	$	0.068	$	(1.90)



	March 31, 2022
Balance as of January 1, 2022	$	182
Revenue recognized related to contract liability balance		(15)
Foreign exchange translation		(5)
Balance as of March 31, 2022	$	162

6.00 .
Remainder of 2022	$	327
2023		472
2024		1,170
2025		1,170
2026		1,170
Thereafter		5,470
Total minimum lease payments	$	9,779
Less: imputed interest		(3,044)
Total lease liability	$	6,735


	Three months		Three months
	ended		ended
	March 31, 2022		March 31, 2021
Expected volatility	92.3	%	125.0	%
Expected term (years)	6.00		6.42
Risk-free interest rate	1.9	%	0.7	%
Expected dividend yield	0.00	%	0.00	%


	Three months		Three months
	ended March		ended March
	31, 2022		31, 2021		Change
Revenue from Licenses, Grants & Services	$	15,018	$	215	14,803
Operating expenses:
Research & development		10,701		4,610	6,091
General and administrative		3,663		1,777	1,886
Total operating expenses		14,364		6,387	7,977
Income/(loss) from operations		654		(6,172)	6,826
Other income (expense)
Change in fair value of derivatives		—		5,994	(5,994)
Unrealized exchange gain on convertible loan notes		—		209	(209)
Loss on extinguishment of convertible loan notes		—		(13,789)	13,789
Interest income		83		2	81
Interest expense		(74)		(2,650)	2,576
Research and development incentives		1,048		955	93
Total other income (expenses)		1,057		(9,279)	10,336
Tax benefit		863		65	798
Net income/(loss)	$	2,574	$	(15,386)	17,960

Exhibit Number	Description
4.1	Form of Deposit Agreement (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1/A (File No. 333-255158) filed on April 27, 2021)
4.2	Form of American Depositary Receipt (included in Exhibit 4.1)
10.1*	Registration Rights Agreement, dated March 28, 2022, by and among Vaccitech plc and Benjamin Eisler, as the Securityholder Agent
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 11, 2022	By:	/s/ William Enright
		William Enright
		Chief Executive Officer (Principal Executive Officer)

Date: May 11, 2022	By:	/s/ Georgy Egorov
		Georgy Egorov
		Chief Financial Officer (Principal Financial
		and Accounting Officer)

	VACCITECH PLC

	Signature	/s/ William Enright

	Print Name	William Enright

	Title	Chief Executive Officer


Date: May 11, 2022	By:	/s/ William Enright
		William Enright
		Chief Executive Officer


Date: May 11, 2022	By:	/s/ Georgy Egorov
		Georgy Egorov
		Chief Financial Officer