Immunocore Holdings plc 6-K, filed Nov 9, 2022

Immunocore Holdings plc (IMCR)

6-K 2022-11-09 For: 2022-11-09

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Added on April 07, 2026

About this 6-K

Immunocore Holdings plc filed this 6-K on November 9, 2022.

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Exhibit No.		Description

99.1		Unaudited Condensed Consolidated Interim Financial Statements for the Three and Nine Months Ended September 30, 2022.

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2022.

99.3		Press Release dated November 9, 2022.

99.4*		Loan agreement, dated as of November 8, 2022, among Immunocore Limited, as Borrower, the Registrant, certain additional Credit Parties and Guarantors party thereto, BioPharma Credit PLC, as Collateral Agent, and BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP as Lenders.

		IMMUNOCORE HOLDINGS PLC

Date:	November 9, 2022	By:	/s/ Bahija Jallal, Ph.D.
			Name	Bahija Jallal, Ph.D.
			Title:	Chief Executive Officer

		Page

Unaudited Condensed Consolidated Statements of Profit / Loss and Other Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021		2
Unaudited Condensed Consolidated Statements of Financial Position as at September 30, 2022 and December 31, 2021		3
Unaudited Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2022 and 2021		4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021		5
Unaudited Condensed Consolidated Notes to the Financial Statements		6

			Three months ended September 30,						Nine Months Ended September 30,
	Notes		2022 £’000			2021 £’000			2022 £’000			2021 £’000
Product revenue, net		3		33,252			—			64,926			—
Pre-product revenue, net		3		3,051			474			9,588			474
Total revenue from sale of therapies				36,303			474			74,514			474
Collaboration revenue		3		4,896			5,450			21,161			19,453
Total revenue				41,199			5,924			95,675			19,927

Cost of product revenue		2		(63	)		—			(345	)		—
Research and development costs				(23,301	)		(16,798	)		(62,032	)		(53,154	)
Selling and administrative expenses		4		(11,663	)		(20,048	)		(50,580	)		(64,033	)
Net other operating (expense) / income				—			(28	)		1			(70	)
Operating profit / (loss)				6,172			(30,950	)		(17,281	)		(97,330	)

Finance income				597			8			725			42
Finance costs		5		(1,785	)		(1,317	)		(4,515	)		(4,465	)
Non-operating expense				(1,188	)		(1,309	)		(3,790	)		(4,423	)

Profit / (loss) before taxation				4,984			(32,259	)		(21,071	)		(101,753	)
Income tax credit		6		1,244			2,125			5,050			9,619
Profit / (loss) for the period				6,228			(30,134	)		(16,021	)		(92,134	)

Other comprehensive loss
Other comprehensive loss that is or may be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations				(1,730	)		(38	)		(1,848	)		(92	)
Total Other comprehensive loss for the period				(1,730	)		(38	)		(1,848	)		(92	)

Total comprehensive income / (loss) for the period				4,498			(30,172	)		(17,869	)		(92,226	)
Basic earnings / (loss) per share - £		7		0.13			(0.69	)		(0.36	)		(2.19	)
Diluted earnings / (loss) per share - £		7		0.12			(0.69	)		(0.36	)		(2.19	)

	Notes		September 30, 2022 £’000			December 31, 2021 £’000
Non-current assets
Property, plant and equipment				6,580			8,944
Right of use assets		9		23,963			22,593
Other non-current assets				6,749			4,935
Deferred tax asset		6		3,860			2,575
Total non-current assets				41,152			39,047
Current assets
Inventory		2		854			—
Trade and other receivables		8		40,968			15,208
Tax receivable				14,510			9,632
Cash and cash equivalents				347,189			237,886
Total current assets				403,521			262,726
Total assets				444,673			301,773
Equity
Share capital				96			88
Share premium				120,147			212,238
Foreign currency translation reserve				(1,759	)		89
Other reserves				337,847			386,167
Share-based payment reserve				74,538			54,357
Accumulated deficit				(236,050	)		(481,392	)
Total equity				294,819			171,547
Non-current liabilities
Interest-bearing loans and borrowings				45,563			37,226
Deferred revenue		3		—			6,408
Lease liabilities		9		26,965			25,355
Provisions				108			57
Total non-current liabilities				72,636			69,046
Current liabilities
Trade and other payables		12		64,928			35,436
Deferred revenue		3		10,681			24,450
Lease liabilities		9		1,553			1,255
Provisions				56			39
Total current liabilities				77,218			61,180
Total liabilities				149,854			130,226
Total equity and liabilities				444,673			301,773

	Notes		Share capital £’000		Share premium £’000			Foreign currency translation reserve £’000			Share- based payment reserve £’000		Other reserve £’000			Accumulated deficit £’000			Total equity £’000
At January 1, 2022				88		212,238			89			54,357		386,167			(481,392	)		171,547
Loss for the period				—		—			—			—		—			(16,021	)		(16,021	)
Other comprehensive loss				—		—			(1,848	)		—		—			—			(1,848	)
Total comprehensive loss for the period				—		—			(1,848	)		—		—			(16,021	)		(17,869	)
Exercise of share options				1		4,535			—			—		—			—			4,536
Capital reduction in Group’s parent company		10		—		(213,043	)		—			—		(48,320	)		261,363			—
Issue of share capital		10		7		116,417			—			—		—			—			116,424
Equity-settled share-based payment transactions		11		—		—			—			20,181		—			—			20,181
At September 30, 2022				96		120,147			(1,759	)		74,538		337,847			(236,050	)		294,819

	For the three months ended September 30,				For the nine months ended September 30,
	2022 £’000		2021 £’000		2022 £’000		2021 £’000

Product revenue, net		33,252		—		64,926		—
Pre-product revenue, net		3,051		474		9,588		474
Total revenue from sale of therapies		36,303		474		74,514		474
Collaboration revenue
GSK		—		1,263		—		5,919
Eli Lilly		—		—		7,361		—
Genentech		4,896		4,187		13,800		13,534
Total collaboration revenue		4,896		5,450		21,161		19,453
Total revenue		41,199		5,924		95,675		19,927

	For the three months ended September 30,					For the nine months ended September 30,
	2022		2021			2022			2021
Profit / (loss) for the period (£’000s)		6,228		(30,134	)		(16,021	)		(92,134	)
Basic weighted average number of shares		46,998,420		43,796,084			44,944,827			42,030,746
Adjustment for stock options with dilutive effect		4,444,856		—			—			—
Diluted weighted average number of shares		51,443,276		43,796,084			44,944,827			42,030,746
Basic earnings / (loss) per share (£) (1)		0.13		(0.69	)		(0.36	)		(2.19	)
Diluted earnings / (loss) per share (£) (1)		0.12		(0.69	)		(0.36	)		(2.19	)

	September 30, 2022 £’000		December 31, 2021 £’000
Trade receivables		25,809		6,047
Other receivables		6,214		1,470
Prepayments and accrued income		8,945		7,691
		40,968		15,208

	Ordinary Shares		Deferred Shares
At January 1, 2022		43,862,850		5,793,501
New shares issued for cash		3,733,333		—
Exercise of share options		308,776		—
At September 30, 2022		47,904,959		5,793,501

	September 30, 2022 £’000		December 31, 2021 £’000
Trade payables		10,042		7,499
Other taxation and social security		1,423		532
Accruals		53,078		27,382
Other payables		385		23
		64,928		35,436

	Three Months Ended September 30,
	2022					2021
		$’000		£’000			£’000
Product revenue, net		37,023		33,252			—
Pre-product, revenue, net		3,397		3,051			474
Total revenue from sale of therapies		40,420		36,303			474
Collaboration revenue		5,451		4,896			5,450
Total revenue		45,871		41,199			5,924

Cost of product revenue		(70	)	(63	)		—
Research and development expenses		(25,943	)	(23,301	)		(16,798	)
Selling and administrative expenses		(12,986	)	(11,663	)		(20,048	)
Net other operating expense		—		—			(28	)
Operating income / (loss)		6,872		6,172			(30,950	)
Finance income		665		597			8
Finance costs		(1,987	)	(1,785	)		(1,317	)
Non-operating expense		(1,322	)	(1,188	)		(1,309	)
Profit / (loss) before taxes		5,550		4,984			(32,259	)
Income tax credit		1,385		1,244			2,125
Profit / (loss) for the period		6,935		6,228			(30,134	)

	Three Months Ended September 30, 2022
	2022			2021
		$’000	£’000		£’000
United States		25,061	22,508		—
Europe		14,512	13,034		474
Rest of World		847	761		—
Total revenue from sale of therapies		40,420	36,303		474

	Nine Months Ended September 30,
	2022					2021
		$’000		£’000			£’000
Product revenue, net		72,289		64,926			—
Pre-product revenue, net		10,675		9,588			474
Total revenue from sale of therapies		82,964		74,514			474
Collaboration revenue		23,561		21,161			19,453
Total revenue		106,525		95,675			19,927
Cost of product revenue		(384	)	(345	)		—
Research and development expenses		(69,066	)	(62,032	)		(53,154	)
Selling and administrative expenses		(56,316	)	(50,580	)		(64,033	)
Net other operating income / (expense)		1		1			(70	)
Operating loss		(19,240	)	(17,281	)		(97,330	)
Finance income		807		725			42
Finance costs		(5,027	)	(4,515	)		(4,465	)
Non-operating expense		(4,220	)	(3,790	)		(4,423	)
Loss before taxes		(23,460	)	(21,071	)		(101,753	)
Income tax credit		5,623		5,050			9,619
Loss for the period		(17,837	)	(16,021	)		(92,134	)

			Page

1	ACCOUNTING AND OTHER TERMS		1

2	LOANS AND TERMS OF PAYMENT		2
	2.1	Promise to Pay	2
	2.2	Term Loans	2
	2.3	Payment of Interest on the Term Loans	6
	2.4	Expenses	6
	2.5	Requirements of Law; Increased Costs	6
	2.6	Taxation.	8
	2.7	Additional Consideration	11
	2.8	Note Register; Term Loan Notes	11
	2.9	Listing of Term Loan Notes.	12

3	CONDITIONS OF TERM LOANS		12
	3.1	Conditions Precedent to Tranche A Loan	12
	3.2	Conditions Precedent to Tranche B Loan	14
	3.3	[RESERVED]	14
	3.4	[RESERVED]	14
	3.5	Additional Conditions Precedent to Term Loans	14
	3.6	Covenant to Deliver	15
	3.7	Procedures for Borrowing	15

4	REPRESENTATIONS AND WARRANTIES		15
	4.1	Due Organization, Existence, Power and Authority	15
	4.2	Equity Interests	15
	4.3	Authorization; No Conflict	16
	4.4	Government Consents; Third Party Consents	16
	4.5	Binding Obligation	16
	4.6	Collateral	16
	4.7	Adverse Proceedings, Compliance with Laws and Settlement Agreements	20
	4.8	Exchange Act Documents; Financial Statements; Financial Condition; No Material Adverse Change; Books and Records	21
	4.9	Solvency	21
	4.10	Payment of Taxes	21
	4.11	Environmental Matters	22
	4.12	Material Contracts	22
	4.13	Regulatory Compliance	22
	4.14	Margin Stock	22
	4.15	Subsidiaries; Capitalization	23
	4.16	Employee Matters	23
	4.17	Full Disclosure	23
	4.18	Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions; Export and Import Laws	23
	4.19	Health Care Matters	24
	4.20	Regulatory Approvals or Licensures	27
	4.21	Supply and Manufacturing	28
	4.22	Cybersecurity and Data Protection	28
	4.23	Additional Representations and Warranties	29

5	AFFIRMATIVE COVENANTS		29
	5.1	Maintenance of Existence	29
	5.2	Financial Statements, Notices, Reports	30
	5.3	Taxes	31
	5.4	Insurance	31

	Three Months Ended September 30,
	2022			2021
		$’000	£’000		£’000
External research and development expenses:
Tebentafusp		3,839	3,448		4,649
IMC-F106C (PRAME)		4,603	4,134		1,715
IMC-C103C (MAGE-A4)		2,433	2,185		1,622
IMC-I109V(HBV)		228	205		75
IMC-M113V (HIV)		1,365	1,226		453
Other programs		2,131	1,914		1,372
Research expenses		186	167		93
Total external research and development expenses		14,785	13,279		9,979
Internal research and development expenses:
Headcount related expenses		7,454	6,695		5,249
Laboratory consumables		2,387	2,144		995
Laboratory equipment expenses		1,158	1,040		559
Other		159	143		16
Total internal research and development expenses		11,158	10,022		6,819
Total research and development expenses		25,943	23,301		16,798

	Three Months Ended September 30,
	2022					2021
		$’000		£’000			£’000

Share-based payment charge		5,879		5,280			8,152
Other employee related expenses		7,060		6,341			3,945
Selling and commercial costs		8,320		7,472			5,077
Legal and professional fees		2,728		2,450			2,549
Depreciation		1,073		964			1,714
Other expenses		4,832		4,340			1,949
Foreign exchange gains		(16,906	)	(15,184	)		(3,338	)
Total selling and administrative expenses		12,986		11,663			20,048

	Nine Months Ended September 30,
	2022			2021
		$’000	£’000		£’000
External research and development expenses:
Tebentafusp		12,851	11,542		18,204
IMC-F106C (PRAME)		9,739	8,747		3,897
IMC-C103C (MAGE-A4)		6,286	5,646		3,569
IMC-I109V (HBV)		1,485	1,334		1,392
IMC-M113V (HIV)		2,474	2,222		909
Other programs		4,824	4,333		4,742
Research expenses		624	560		294
Total external research and development expenses		38,283	34,384		33,007
Internal research and development expenses:
Headcount related expenses		21,504	19,314		15,747
Laboratory consumables		5,386	4,837		2,999
Laboratory equipment expenses		3,472	3,118		1,378
Other		421	379		23
Total internal research and development expenses		30,783	27,648		20,147
Total research and development expenses		69,066	62,032		53,154

	5.5	Operating Accounts	32
	5.6	Compliance with Laws	32
	5.7	Protection of Intellectual Property Rights	33
	5.8	Books and Records	34
	5.9	Access to Collateral; Audits	34
	5.10	Use of Proceeds	34
	5.11	Further Assurances	34
	5.12	Additional Collateral; Guarantors	35
	5.13	Formation or Acquisition of Subsidiaries	36
	5.14	Post-Closing Requirements	36
	5.15	Environmental	37
	5.16	Inventory; Returns; Maintenance of Properties	38
	5.17	Regulatory Obligations; Maintenance of Governmental Authority Approval; Licensure and Designation; Manufacturing, Marketing and Distribution	38
	5.18	Collateral Documents	38

6	NEGATIVE COVENANTS		38
	6.1	Dispositions	38
	6.2	Fundamental Changes; Location of Collateral	38
	6.3	Mergers, Acquisitions, Liquidations or Dissolutions	39
	6.4	Indebtedness	40
	6.5	Encumbrances	40
	6.6	No Further Negative Pledges; Negative Pledge	40
	6.7	Maintenance of Collateral Accounts	40
	6.8	Distributions; Investments	40
	6.9	No Restrictions on Subsidiary Distributions	41
	6.10	Subordinated Debt; Permitted Convertible Indebtedness	41
	6.11	Amendments or Waivers of Organizational Documents	41
	6.12	Compliance	41
	6.13	Compliance with Sanctions and Anti-Money Laundering Laws	42
	6.14	Material Contracts	42

7	EVENTS OF DEFAULT		42
	7.1	Payment Default	43
	7.2	Covenant Default	43
	7.3	Material Adverse Change; Withdrawal Event	43
	7.4	Attachment; Levy; Restraint on Business	43
	7.5	Insolvency	43
	7.6	Other Agreements	44
	7.7	Judgments	44
	7.8	Misrepresentations	44
	7.9	Loan Documents; Collateral	44
	7.10	ERISA Event	44
	7.11	Intercreditor Agreement	44

8	RIGHTS AND REMEDIES UPON AN EVENT OF DEFAULT		45
	8.1	Rights and Remedies	45
	8.2	Power of Attorney	46
	8.3	Application of Payments and Proceeds Upon Default	47
	8.4	Collateral Agent’s Liability for Collateral	47
	8.5	No Waiver; Remedies Cumulative	47
	8.6	Demand Waiver; Makewhole Amount; Prepayment Premium	47

9	NOTICES		47

10	CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER		49

11	GENERAL PROVISIONS		49
	11.1	Successors and Assigns	49

	11.2	Indemnification	51
	11.3	Severability of Provisions	51
	11.4	Correction of Loan Documents	52
	11.5	Amendments in Writing; Integration	52
	11.6	Counterparts	52
	11.7	Survival	52
	11.8	Confidentiality	53
	11.9	Attorneys’ Fees, Costs and Expenses	53
	11.10	Right of Set-Off	53
	11.11	Marshalling; Payments Set Aside	53
	11.12	Electronic Execution of Documents	53
	11.13	Captions	54
	11.14	Construction of Agreement	54
	11.15	Third Parties	54
	11.16	No Advisory or Fiduciary Duty	54
	11.17	Credit Parties’ Agent	54

12	COLLATERAL AGENT		55
	12.1	Appointment and Authority	55
	12.2	Rights as a Lender	55
	12.3	Exculpatory Provisions	55
	12.4	Reliance by Collateral Agent	56
	12.5	Delegation of Duties	56
	12.6	Resignation of Collateral Agent	56
	12.7	Non-Reliance on Collateral Agent and Other Lenders	56
	12.8	Collateral and Guaranty Matters	57
	12.9	Reimbursement by Lenders	57
	12.10	Notices and Items to Lenders	58

13	DEFINITIONS		58
	13.1	Definitions	58

Exhibit A:	Loan Advance Request Form

Exhibit B-1:	Form of Tranche A Term Loan Note

Exhibit B-2:	Form of Tranche B Term Loan Note

Exhibit C:	Form of Security Agreement

Exhibit D:	Commitments; Notice Addresses

Exhibit E:	Form of Compliance Certificate

If to Borrower or any other Credit Party:

		Immunocore Limited
		92 Park Drive
		Milton Park
		Abingdon, Oxfordshire OX14 4RY
		United Kingdom
		Attn: Lily Hepworth, General Counsel
		Email: [***]

	with copies to (which shall not constitute notice) to:

		Cooley LLP
		1299 Pennsylvania Avenue, NW, Suite 700
		Washington, DC 20004-2400
		Attention: Michael Tollini
		Phone: [***]
		Email: [***]


If to Collateral Agent:		BioPharma Credit PLC
		c/o Beaufort House
		51 New North Road
		Exeter EX4 4EP
		United Kingdom
		Attn: Company Secretary
		Tel: [***]
		Email: [***]

	with copies (which shall not constitute notice) to:

		Pharmakon Advisors, LP
		110 East 59th Street, #3300
		New York, NY 10022
		Attn: Pedro Gonzalez de Cosio
		Phone: [***]
		Email: [***]

		and

		Akin Gump Strauss Hauer & Feld LLP
		One Bryant Park
		New York, NY 10036-6745
		Attn: Geoffrey E. Secol
		Phone: [***]
		Email: [***]

If to any Lender:		To the address of such Lender set forth on Exhibit D attached hereto

with copies (which shall not constitute notice) to:

		Pharmakon Advisors, LP
		110 East 59th Street, #3300
		New York, NY 10022
		Attn: Pedro Gonzalez de Cosio
		Phone: [***]
		Email: [***]

BIOPHARMA CREDIT PLC,
as Collateral Agent

By:	Pharmakon Advisors, LP,
		its Investment Manager

		By: Pharmakon Management I, LLC,
		its General Partner

By	/s/ Pedro Gonzalez de Cosio
Name: Pedro Gonzalez de Cosio
Title: Managing Member

BPCR LIMITED PARTNERSHIP,
as a Lender

By:	Pharmakon Advisors, LP,
		its Investment Manager

		By: Pharmakon Management I, LLC,
		its General Partner

By	/s/ Pedro Gonzalez de Cosio
Name: Pedro Gonzalez de Cosio
Title: Managing Member

BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP,
as Lender

By:		BioPharma Credit Investments V GP LLC,
		its general partner

		By: Pharmakon Advisors, LP,
		its Investment Manager

By	/s/ Pedro Gonzalez de Cosio
Name: Pedro Gonzalez de Cosio
Title: CEO and Managing Member

Lender	Commitments	Notice Address

BPCR Limited Partnership	Tranche A Commitment: $25,000,000.00 Tranche B Commitment: $25,000,000.00	BPCR LIMITED PARTNERSHIP c/o Beaufort House 51 New North Road Exeter EX4 4EP United Kingdom Attn: Company Secretary Tel: [*] Email: [] with copies (which shall not constitute notice) to: PHARMAKON ADVISORS, LP 110 East 59th Street, #3300 New York, NY 10022 Attn: Pedro Gonzalez de Cosio Phone: [] Email: [] and AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036-6745 Attn: Geoffrey E. Secol Phone: [] Email: [*]

BioPharma Credit Investments V (Master) LP	Tranche A Commitment: $25,000,000.00 Tranche B Commitment: $25,000,000.00	BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP c/o BioPharma Credit Investments V GP LLC c/o Walkers Corporate Limited 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Attn: Pedro Gonzalez de Cosio with copies (which shall not constitute notice) to: PHARMAKON ADVISORS, LP 110 East 59th Street, #3300 New York, NY 10022 Attn: Pedro Gonzalez de Cosio Phone: [*] Email: [] and AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036-6745 Attn: Geoffrey E. Secol Phone: [] Email: [*]

	Reporting Covenant	Requirement	Complies

1)	Annual Financial Statements	90 days after year end	Yes	No	N/A

2)	Quarterly Financial Statements	45 days after quarter end	Yes	No	N/A

3)	Other Information after an Event of Default	5 Business Days after request	Yes	No	N/A

4)	Legal Action Notice	Promptly	Yes	No	N/A

5)	Notice of Default, etc.	Promptly (within 5 Business Days) after knowledge	Yes	No	N/A