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Form 6-K Adaptimmune Therapeutics For: Nov 13

November 13, 2015 7:35 AM

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 6-K

 


 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of November, 2015

 

Commission File Number: 001-37368

 


 

ADAPTIMMUNE THERAPEUTICS PLC

(Translation of registrant’s name into English)

 


 

101 Park Drive, Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom

(Address of principal executive offices)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x

 

Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes  o

 

No  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes  o

 

No  o

 

 

 



 

Other Events

 

On November 13, 2015, Adaptimmune Therapeutics plc (the “Company”) issued a press release reporting its financial results for its first quarter ended September 30, 2015. The press release includes the Company’s unaudited condensed consolidated financial statements for the three months ended September 30, 2015, is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company management’s discussion and analysis of financial condition and results of operations for the period is attached hereto as Exhibit 99.2 and is incorporated by reference herein.  The information contained in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Exhibits

 

99.1 Adaptimmune Therapeutics plc Press Release and Unaudited Condensed Consolidated Financial Statements for the Three Months Ended September 30, 2015

 

99.2 Adaptimmune Therapeutics plc Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Adaptimmune Therapeutics plc

 

 

 

 

By:

/s/ Margaret Henry

 

Name:

Margaret Henry

 

Title:

Corporate Secretary

 

 

Date: November 13, 2015

 

 

3


Exhibit 99.1

 

 

Adaptimmune Reports First Quarter Financial Results for Fiscal Year 2015-16

 

PHILADELPHIA, Pa. and OXFORD, United Kingdom., November 13, 2015 — Adaptimmune Therapeutics plc (Nasdaq: ADAP), a leader in the use of T-cell therapy to treat cancer, today reported financial results for the first quarter, which ended September 30, 2015.

 

“The first quarter of our fiscal year was one of great progress for Adaptimmune as we made good headway toward our goal of delivering important T-cell therapy products to patients suffering from solid and hematologic cancers,” commented James Noble, Adaptimmune’s Chief Executive Officer. “We continued the disciplined execution of our clinical programs, and are close to initiating studies with our affinity enhanced T-cell therapies targeting MAGE-A10 and NY-ESO in patients with non-small cell lung cancer, the most common and deadly form of lung cancer. Beyond NY-ESO and MAGE-A10, we have a deep and robust pipeline. The next of Adaptimmune’s affinity enhanced T-cell therapies to enter clinical studies will target alpha-fetoprotein (AFP) in patients with hepatocellular cancer. We recently received important news that the NIH’s Recombinant DNA Advisory Committee (RAC) had completed its review of our AFP protocol, and we anticipate filing our Investigational New Drug application (IND) in the first half of 2016. We expect to file multiple new INDs each year from 2017 onwards.”

 

Mr. Noble continued, “We have also presented important new data on our clinical candidates at the 2015 SITC conference, including an update to our NY-ESO synovial sarcoma data. In the primary efficacy analysis, the data show an overall response rate (ORR) of 50 percent in patients with metastatic or relapsed inoperable synovial sarcoma. Additionally, the response rate was 60 percent in patients receiving the target dose of cells, 90 percent of whom are still alive. These data are compelling, and we have already started two further cohorts with the aim of accelerating this program toward pivotal studies.”

 

Recent Corporate and Clinical Highlights:

 

·                  Received protocol approval by the National Institutes of Health (NIH) Recombinant DNA Advisory Committee (RAC) for Adaptimmune’s next affinity enhanced T-cell therapy targeting AFP; the Company intends to file an IND in hepatocellular cancer in the first half of 2016;

·                  Presented encouraging new data from trial of NY-ESO affinity enhanced T-cell therapy in patients with synovial sarcoma. In the primary efficacy analysis, 50 percent of patients receiving Adaptimmune’s affinity enhanced T-cell therapy targeting NY-ESO responded and 75 percent remain alive and on long term-follow up. For patients receiving the target dose of cells, 60 percent of patients responded, and 90 percent remain alive and on long term-follow up;

·                  Expanded trial of NY-ESO affinity enhanced T-cell therapy in patients with synovial sarcoma to include two additional cohorts, and received two GSK milestone payments during the quarter, totaling £5 million.

·                  Accelerated site initiation efforts to achieve trial initiation of affinity enhanced T-cell therapies targeting MAGE-A10 and the NY-ESO-1 cancer antigen in patients with NSCLC shortly; and

·                  Broke ground on construction in Philadelphia, PA for new fully integrated laboratory and CMC / manufacturing facility, and in Oxfordshire, U.K. for new research and development facility.

 

First Quarter 2015-16 Financial Results

 

·                  Cash / liquidity position: As of September 30, 2015, Adaptimmune had $271.2 million (£179.4 million) in cash, cash equivalents, and short-term deposits, compared to £180.8 million as of June 30, 2015. This consists of $216.5 million (£143.2 million) of cash and cash equivalents and $54.7 million (£36.2 million) of short-term deposits. We also have $3.0 million (£2.0 million) of restricted cash providing security for letters of credit in respect of lease agreements entered into in September 2015.

 



 

·                  Cash burn: The net decrease in cash and cash equivalents before unrealized foreign exchange was $10.1 million (£6.7 million). Net operating cash outflows were $0.3 million (£0.2 million) after including $7.6 million (£5 million) of milestone payments received under our GSK Collaboration and License Agreement and $1.8 million (£1.2 million) in U.K. research and development tax credits.

·                  Revenue: For the quarter ended September 30, 2015, revenue was $3.9 million (£2.6 million) compared to $1.4 million (£0.9 million) for the same quarter of 2014. The increase in 2015 was primarily due to an increase in the services provided under our GSK Collaboration and License Agreement.

·                  Research and development (R&D) expense:  Research and development expenses were $9.9 million (£6.5 million) for the quarter ended September 30, 2015 compared to $3.6 million (£2.4 million) for the same quarter of 2014, primarily due to increased period-over-period costs associated with ongoing NY-ESO-1 TCR clinical trials, preparation for NSCLC studies with the Company’s NY-ESO-1 and MAGE-A10 T-cell therapies, evaluation and validation of additional targets including AFP, personnel expenses including non-cash stock-based compensation for an increased number of employees engaged in research and development, and costs related to the Company’s growing operations.

·                  General and administrative (G&A) expense:  General and administrative expenses were $4.9 million (£3.2 million) for the quarter ended September 30, 2015 compared to $1.7 million (£1.1 million) for the same quarter of 2014. The increase is primarily due to increased personnel costs, including non-cash stock-based compensation, increased property costs and other costs associated with being a public company.

·                  Net loss: Net loss attributable to common stockholders was $1.4 million (£0.9 million). This equates to (0.3)cents or (0.2)p per ordinary share, or (1.9)cents or (1.3)p per American Depositary Share, for the quarter ended September 30, 2015. This loss is stated after recognizing $8.2 million (£5.4 million) of finance income, which primarily represents unrealized foreign exchange gains.

 

Financial Guidance

 

Adaptimmune is reiterating its cash burn guidance. For the six months ending December 31, 2015, the Company expects its cash burn to be between $20 and $30 million, excluding cash burn associated with new business development activities.  For the full year 2016, the Company expects its cash burn to be between $80 and $100 million, excluding cash burn associated with new business development activities, and expects its liquidity position at December 31, 2016, including cash, cash equivalents, and short term deposits, to be at least $150 million.  The mix of cash and cash equivalents and short-term deposits is not provided as guidance.

 

Adaptimmune is transitioning from a June 30 fiscal year end to a December 31 fiscal year end to align more closely with sector comparators, and will be changing its accounting standard from International Financial Reporting Standards (IFRS) to U.S. Generally Accepted Accounting Principles (GAAP) starting in January 2016.

 

About Adaptimmune

 

Adaptimmune is a clinical stage biopharmaceutical company focused on novel cancer immunotherapy products based on its T-cell receptor (TCR) platform. Established in 2008, the Company aims to utilize the body’s own machinery — the T-cell — to target and destroy cancer cells by using engineered, increased affinity TCRs as a means of strengthening natural patient T-cell responses. Adaptimmune’s lead program is an affinity enhanced T-cell therapy targeting the NY-ESO cancer antigen. Its NY-ESO TCR affinity enhanced T-cell therapy has demonstrated signs of efficacy and tolerability in Phase 1/2 trials in solid tumors and in hematologic cancer types, including synovial sarcoma and multiple myeloma. As of October 31, 2015, 86 patients had been treated with Adaptimmune’s NY-ESO affinity enhanced T-cell therapy: 48 under Adaptimmune’s IND, and 38 under a National Cancer Institute IND. In June 2014, Adaptimmune announced that it had entered into a strategic collaboration and licensing agreement with GlaxoSmithKline (GSK) for the development and commercialization of the NY-ESO TCR program in partnership with GSK.  In addition, Adaptimmune has a number of proprietary programs and its next affinity enhanced T-cell therapy, directed at MAGE-A10, is scheduled to enter the clinic shortly. The Company has identified over 30 intracellular target peptides preferentially expressed in cancer cells and is currently progressing 12 of these through unpartnered

 



 

research programs.  Adaptimmune has over 190 employees and is located in Oxfordshire, U.K. and Philadelphia, USA.  For more information:  http://www.adaptimmune.com

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “believe,” “may”, “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and other words of similar meaning.  These forward-looking statements involve certain risks and uncertainties. Such risks and uncertainties could cause our actual results to differ materially from those indicated by such forward-looking statements, and include, without limitation: the success, cost and timing of our product development activities and clinical trials; our ability to submit an IND and successfully advance our technology platform to improve the safety and effectiveness of our existing TCR therapeutic candidates; the rate and degree of market acceptance of T-cell therapy generally and of our TCR therapeutic candidates; government regulation and approval, including, but not limited to, the expected regulatory approval timelines for TCR therapeutic candidates; and our ability to protect our proprietary technology and enforce our intellectual property rights; amongst others. For a further description of the risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, as well as risks relating to our business in general, we refer you to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on October 13, 2015. We urge you to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release speak only as of the date the statements were made and we do not undertake any obligation to update such forward-looking statements to reflect subsequent events or circumstances.  We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

 

Foreign Currency and Exchange rates

 

All references in this press release to “$” are to U.S. dollars, all references to “£” are to pounds. Solely for the convenience of the reader, unless otherwise indicated, all pounds sterling amounts as of and for the period ended September 30, 2015 have been translated into U.S. dollars at the rate as of September 30, 2015, the last business day of our quarter ended September 30, 2015, of £1.00 to $1.5116. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

 

Adaptimmune Contacts

 

Will Roberts

Vice President, Investor Relations

T:  (215) 825-9306

E: [email protected]

 

Margaret Henry

Head of PR

T: +44 (0)1235 430036

Mob: +44 (0)7710 304249

E: [email protected]

 



 

Condensed Consolidated Statement of Income

(in thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

 

 

2015

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Revenue

 

$

3,930

 

£

2,600

 

£

944

 

 

 

 

 

 

 

 

 

Research and development expenses

 

(9,860

)

(6,523

)

(2,378

)

General and administrative expenses

 

(4,863

)

(3,217

)

(1,128

)

Other income

 

523

 

346

 

104

 

Operating loss

 

(10,270

)

(6,794

)

(2,458

)

 

 

 

 

 

 

 

 

Finance income

 

8,169

 

5,404

 

235

 

Loss before tax

 

$

(2,101

)

£

(1,390

)

£

(2,223

)

 

 

 

 

 

 

 

 

Taxation credit

 

745

 

493

 

212

 

Net loss

 

$

(1,356

)

£

(897

)

£

(2,011

)

 

 

 

 

 

 

 

 

Basic and Diluted loss per ordinary share

 

(0.3

)c

(0.2

)p

(1.0

)p

 

 

 

 

 

 

 

 

Weighted average number of shares used to calculate loss per share:

 

 

 

 

 

 

 

Basic and diluted

 

424,711,900

 

424,711,900

 

194,896,392

 

 



 

Condensed Consolidated Balance Sheet Data

(in thousands)

 

 

 

September 30,

 

September 30,

 

June 30,

 

 

 

2015

 

2015

 

2015

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant & equipment

 

$

11,546

 

£

7,638

 

£

3,429

 

Intangibles

 

178

 

118

 

113

 

Restricted cash

 

2,993

 

1,980

 

 

Total non-current assets

 

$

14,717

 

£

9,736

 

£

3,542

 

Current assets

 

 

 

 

 

 

 

Other current assets

 

135

 

89

 

65

 

Trade and other receivables

 

7,739

 

5,120

 

4,249

 

Tax receivable

 

2,742

 

1,814

 

2,524

 

Short-term deposits

 

54,700

 

36,187

 

35,164

 

Cash and cash equivalents

 

216,531

 

143,246

 

145,666

 

Total Current Assets

 

$

281,847

 

£

186,456

 

£

187,668

 

Total Assets

 

$

296,564

 

£

196,192

 

£

191,210

 

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Share capital

 

$

642

 

£

425

 

£

425

 

Share premium

 

172,460

 

114,091

 

114,091

 

Other reserves

 

121,601

 

80,445

 

80,445

 

Foreign exchange reserve

 

172

 

114

 

121

 

Retained earnings

 

(44,826

)

(29,655

)

(29,989

)

Total Equity

 

$

250,049

 

£

165,420

 

£

165,093

 

Liabilities

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

Other payables

 

13,421

 

8,879

 

9,100

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

33,093

 

21,893

 

16,992

 

Tax payable

 

 

 

25

 

Total current liabilities

 

$

33,093

 

£

21,893

 

£

17,017

 

Total equity and liabilities

 

$

296,564

 

£

196,192

 

£

191,210

 

 



 

Condensed Consolidated Cash Flow Statement

(in thousands)

 

 

 

Three Months Ended September 30,

 

 

 

2015

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Loss for the period before tax

 

$

(2,101

)

£

(1,390

)

£

(2,223

)

Adjustments for:

 

 

 

 

 

 

 

Depreciation

 

452

 

299

 

58

 

Amortization

 

23

 

15

 

 

Equity-settled share based payment expense

 

1,861

 

1,231

 

82

 

Unrealized foreign exchange gains

 

(7,992

)

(5,287

)

 

Bank interest income

 

(230

)

(152

)

(42

)

Increase in other current assets

 

(36

)

(24

)

 

Increase in trade and other receivables

 

(1,176

)

(778

)

(581

)

Increase/(decrease) in trade and other payables

 

7,072

 

4,679

 

(5,335

)

Foreign exchange translation differences on consolidation

 

(11

)

(7

)

6

 

Cash used in operations

 

(2,138

)

(1,414

)

(8,035

)

Net tax credit received/(paid)

 

1,781

 

1,178

 

(71

)

Interest received

 

91

 

60

 

42

 

Net cash used in operating activities

 

(266

)

(176

)

(8,064

)

Cash flows from investing activities

 

 

 

 

 

 

 

Acquisition of property, plant & equipment

 

(6,814

)

(4,508

)

(325

)

Acquisition of intangibles

 

(30

)

(20

)

 

Movements in restricted cash

 

(2,993

)

(1,980

)

 

Net cash used in investing activities

 

(9,837

)

(6,508

)

(325

)

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from the issue of share capital

 

 

 

60,554

 

Net cash from financing activities

 

 

 

 

 

60,554

 

Net (decrease) / increase in cash and cash equivalents

 

(10,103

)

(6,684

)

52,165

 

Unrealized foreign exchange gain in cash and cash equivalents

 

6,445

 

4,264

 

 

Cash and cash equivalents at start of period

 

220,189

 

145,666

 

30,105

 

Cash and cash equivalents at period end

 

$

216,531

 

£

143,246

 

£

82,270

 

 


Exhibit 99.2

 

ADAPTIMMUNE THERAPEUTICS PLC

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

“Adaptimmune,” the “Group,” the “Company,” “we,” “us” and “our” refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries.

 

The following discussion and analysis should be read in conjunction with the condensed consolidated financial information contained herein, which has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. The Group presents its condensed consolidated financial information in pounds sterling.

 

All references in this report to “$” are to U.S. dollars, all references to “£” are to pounds. Solely for the convenience of the reader, unless otherwise indicated, all pounds sterling amounts as of and for the period ended September 30, 2015 have been translated into U.S. dollars at the rate as of September 30, 2015, the last business day of our quarter ended September 30, 2015, of £1.00 to $1.5116. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

 

Overview:

 

We are a clinical-stage biopharmaceutical company focused on novel cancer immunotherapy products based on our T-cell receptor platform. We have developed a comprehensive proprietary platform that enables us to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer T-cell receptors, or TCRs, and produce TCR therapeutic candidates for administration to patients.

 

We engineer TCRs to increase their affinity to cancer-specific peptides, including our lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. Unlike current antibodies and therapies that are based on the use of chimeric antigen receptor T-cells, or CAR-Ts, our TCR therapeutic candidates are able to target intracellular as well as extracellular cancer antigens. This capability significantly increases the breadth of targets, particularly as intracellular targets are known to be more closely associated with cancer, but are inaccessible with other autologous T-cell immunotherapy approaches. We believe this approach will lead to TCR therapeutic candidates that have the potential to significantly impact cancer treatment and clinical outcomes of patients with cancer.

 

Results of Operations:

 

Comparison of the three months ended September 30, 2015 and September 30, 2014:

 

The following table summarizes the results of our operations for the three months ended September 30, 2015 and 2014, together with the changes to those items.

 

 

 

Three months ended September 30,

 

Change

 

 

 

2015

 

2015

 

2014

 

Increase/
decrease

 

 

 

$

 

£

 

£

 

£

 

%

 

 

 

(in thousands, except for percentages)

 

Revenue

 

3,930

 

2,600

 

944

 

1,656

 

175

 

Research and development expenses

 

(9,860

)

(6,523

)

(2,378

)

(4,145

)

174

 

General and administrative expenses

 

(4,863

)

(3,217

)

(1,128

)

(2,089

)

185

 

Other income

 

523

 

346

 

104

 

242

 

233

 

Operating loss

 

(10,270

)

(6,794

)

(2,458

)

(4,336

)

176

 

Finance income

 

8,169

 

5,404

 

235

 

5,169

 

NM

 

Loss before tax

 

(2,101

)

(1,390

)

(2,223

)

833

 

(37

)

Taxation credit

 

745

 

493

 

212

 

281

 

133

 

Loss for the period

 

(1,356

)

(897

)

(2,011

)

1,114

 

(55

)

 



 

NM = Not meaningful

 

Revenue

 

Revenue increased by 175% to £2.6 million for the three months ended September 30, 2015 compared to £0.9 million for the three months ended September 30, 2014.  The revenue recognized in the three months ended September 30, 2015 and September 30, 2014 relates to the upfront fee and development milestone payments received from GlaxoSmithKline, or GSK, under the GSK Collaboration and License Agreement, which are being recognized as we provide services to GSK.  The increase in our revenue for the three months ended September 30, 2015 compared to the same period in 2014 is primarily due to an increase in the services provided under the GSK Collaboration and License Agreement.

 

Research and Development Expenses

 

Research and development expenses increased by 174% to £6.5 million for the three months ended September 30, 2015 compared to £2.4 million for the three months ended September 30, 2014. Our research and development expenses are highly dependent on the phases of our research projects and therefore fluctuate from period to period.

 

The increase in our research and development expenses in the three months ended September 30, 2015 compared to the same period in 2014 was primarily due to the following:

 

·                  An increase in subcontracted expenditures, including clinical trial expenses, CRO costs and manufacturing expenses driven by increased recruitment in our clinical trials for our lead TCR therapeutic candidate targeting NY-ESO; and

 

·                  The increase in the average number of employees engaged in research and development from an average of 110 for the three months ended September 2015 compared to 39 for the three months ended September 30, 2014. The costs associated with this increase include salaries, share-based compensation, materials and equipment costs and depreciation of tangible fixed assets.

 

We have not historically tracked the internal costs of each research and development project since employees may be engaged in multiple projects at a time. In the three months ended September 30, 2015, we employed an average of 43 employees (17 employees for the three months ended September 30, 2014) working in our clinical and development teams, primarily responsible for development of our TCR therapeutic candidates targeting NY-ESO and MAGE- A10. The remainder of our scientific employees are engaged in developing our future pipeline.

 

Our subcontracted costs for the three months ended September 30, 2015 were £2.2 million, of which £1.5 million related to our TCR therapeutic candidate targeting NY-ESO and the remaining £0.7 million related to other projects, including our TCR therapeutic candidate targeting MAGE-A10.

 

General and Administrative Expenses

 

General and administrative expenses increased by 185% to £3.2 million for the three months ended September 30, 2015 compared to £1.1 million in the same period in 2014. The increase of £2.1 million was due to:

 

·                  £0.2 million of increased personnel costs, primarily due to the addition of key management and other professionals to support our growth;

·                  £0.5 million of increased share-based payment expenses;

·                  £0.5 million of increased property costs; and

·                  £0.9 million of increased other corporate costs, including additional audit, legal and investor relations costs associated with being a public company.

 

Other Income

 

Other income consists primarily of grant income generated through research and development grant programs offered by the U.K. and E.U. governments. Grant income is recognized as we incur and pay for qualifying costs and services under the applicable grant.

 



 

Other income increased to £0.3 million for the three months ended September 30, 2015 compared to £0.1 million for the three months ended September 30, 2014 due to an increase in grant income. Grant income has increased due to an increase in qualifying costs and services on projects subject to U.K. grants.

 

Finance Income

 

Finance income increased to £5.4 million for the three months ended September 30, 2015 compared to £0.2 million for the three months ended September 30, 2014.  Finance income consisted of bank interest and foreign exchange gains. Bank interest on cash balances and short-term deposits was £152,000 for the three months ended September 30, 2015 compared to £42,000 for the three months ended September 30, 2014. Net realized foreign exchange losses on foreign currency transactions were £35,000 and net unrealized foreign exchange gains were £5.3 million for the three months ended September 30, 2015 compared to net realized foreign exchange gains of £0.2 million and no unrealized gains for the three months ended September 30, 2014.

 

Taxation Credits

 

The research and development tax credit increased by 133% to £0.5 million for the three months ended September 30, 2015 compared to £0.2 million for the three months ended September 30, 2014. The increase was driven by the increase in our research and development expenditures that are eligible for research and development tax credits.

 

Liquidity and Capital Resources:

 

Sources of Funds

 

Since our inception, we have incurred significant net losses and negative cash flows from operations. We financed our operations primarily through an initial public offering, placements of equity securities, cash receipts under our GSK Collaboration and License Agreement, government grants and research and development tax credits. From inception through to September 30, 2015, we have raised:

 

·                  £195.0 million, net of issue costs, through the issuance of shares;

·                  £34.5 million upfront fees and milestones under our GSK Collaboration and License Agreement;

·                  £1.3 million of income in the form of government grants from the United Kingdom; and

·                  £2.2 million in the form of research and development tax credits.

 

As of September 30, 2015, we had cash and cash equivalents of £143.2 million, in addition to short-term deposits of £36.2 million. We therefore consider our total liquidity position to be £179.4 million, the sum of these two amounts. Additionally, we have £2.0 million of restricted cash. We believe that our cash and cash equivalents as of September 30, 2015 of £143.2 million coupled with the £36.2 million of current asset investments will be sufficient to fund our operations, including currently anticipated research and development activities and planned capital spending for at least the next twelve months.

 

Cash Flows

 

The following table summarizes the results of our cash flows for the three months ended September 30, 2015 and 2014.

 

 

 

Three months ended September 30,

 

 

 

2015

 

2015

 

2014

 

 

 

$

 

£

 

£

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(266

)

(176

)

(8,064

)

Net cash used in investing activities

 

(9,837

)

(6,508

)

(325

)

Net cash from financing activities

 

 

 

60,554

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

216,531

 

143,246

 

82,270

 

 



 

Operating Activities

 

Net cash used in operating activities was £0.2 million for the three months ended September 30, 2015 compared to net cash used in operating activities of £8.1 million for the three months ended September 30, 2014.

 

Cash used in operating activities for the three months ended September 30, 2015 was £7.9 million lower than the cash used in operating activities in the three months ended September 30, 2014.  The cash used in operating actitivies in the three months ended September 30, 2015 includes the receipt of £5.0 million of milestone payments from GSK under the GSK Collaboration and License agreement and a net tax credit received of £1.2 million, which is partially offset by an increase in research and development costs due to the ongoing advancement of our preclinical programs and clinical trials and an increase in general and administrative expenses. The cash used in operating activities for the three months ended September 30, 2014 includes a payment of £5.0 million for VAT arising on the £25 million upfront payment received from GSK in June 2014.

 

The loss before taxation for the three months ended September 30, 2015 was £1.4 million, which included £1.5 million of noncash charges, which primarily relate to equity-settled share-based compensation expenses of £1.2 million. These were offset by £5.3 million of unrealized foreign exchange gains. We also had a net cash inflow of £3.9 million from changes in working capital during the period primarily due to an increase in deferred income in relation to the GSK Collaboration and License agreement of £2.4 million and an increase in trade payables and accruals of £2.2 million, partially offset by an increase in trade and other receivables of £0.8 million. In the three months ended September 30, 2015, the net tax credit received was £1.2 million.

 

The loss before taxation for the three months ended September 30, 2014 was £2.2 million, which included noncash items of £0.1 million. We also had a net cash outflow of £5.9 million from changes in working capital during the period predominately due to a decrease in VAT payable of £5 million.

 

Investing Activities

 

Net cash used in investing activities was £6.5 million and £0.3 million for the three months ended September 30, 2015 and 2014, respectively. These amounts include purchases of property and equipment of £4.5 million and £0.3 million for the three months ended September 30, 2015 and 2014, respectively, related predominantly to the expansion of our laboratory facilities in the United Kingdom. The net cash used in investing activities in the three months ended September 30, 2015 also includes restricted cash of £2.0 million, which provides security for letters of credit for the lease of our new research and development facility in Oxfordshire, United Kingdom.

 

Financing Activities

 

Net cash from financing activities was £nil and £60.1 million for the three months ended September 30, 2015 and 2014, respectively. Net cash from financing activities for the three months ended September 30, 2014 consisted of proceeds of £60.1 million, after the deduction of fees of £3.0 million, from issuing Series A Preferred Shares.

 

RISKS AND UNCERTAINTIES

 

A detailed analysis of the risks that the Group faces is set out in the Company’s Annual Report on Form 20-F filed by the Company with the SEC on October 13, 2015.  There have been no material changes from the risk factors set forth in the Company’s Annual Report on Form 20-F for the year ended June 30, 2015.

 



 

CONDENSED CONSOLIDATED INCOME STATEMENTS
for the three months ended September 30,

 

 

 

Note

 

2015

 

2014

 

 

 

 

 

£’000

 

£’000

 

 

 

 

 

 

 

 

 

Revenue

 

3

 

2,600

 

944

 

 

 

 

 

 

 

 

 

Research and development expenses

 

4

 

(6,523

)

(2,378

)

General and administrative expenses

 

4

 

(3,217

)

(1,128

)

Other income

 

 

 

346

 

104

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(6,794

)

(2,458

)

Finance income

 

5

 

5,404

 

235

 

 

 

 

 

 

 

 

 

Loss before tax

 

 

 

(1,390

)

(2,223

)

Taxation

 

 

 

493

 

212

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

(897

)

(2,011

)

 

All of the above figures relate to continuing operations.

 

Basic and diluted loss per share

 

(0.2p

)

(1.0p

)

 

 

Number

 

Number

 

Weighted average number of shares used to calculate basic and diluted loss per share

 

424,711,900

 

194,896,392

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
for the three months ended September 30,

 

 

 

2015

 

2014

 

 

 

£’000

 

£’000

 

 

 

 

 

 

 

Loss for the period

 

(897

)

(2,011

)

 

 

 

 

 

 

Other comprehensive (loss) / income

 

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

 

Foreign exchange translation differences

 

(7

)

6

 

 

 

 

 

 

 

Other comprehensive (loss) / income for the period, net of income tax

 

(7

)

6

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

(904

)

(2,005

)

 

See accompanying notes to condensed consolidated financial statements.

 



 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the three months ended September 30,

 

 

 

Share
capital

 

Share
premium

 

Other
reserve

 

Exchange
reserve

 

Retained
earnings

 

Total equity

 

 

 

£’000

 

£’000

 

£’000

 

£’000

 

£’000

 

£’000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 1, 2014

 

182

 

 

20,066

 

110

 

(18,943

)

1,415

 

Total comprehensive loss for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

 

(2,011

)

(2,011

)

Other comprehensive loss for the period

 

 

 

 

6

 

 

6

 

Transactions with owners, recorded directly in equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the issue of preferred shares (note 10)

 

175

 

 

60,379

 

 

 

60,554

 

Equity-settled share based payment transactions

 

 

 

 

 

82

 

82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2014

 

357

 

 

80,445

 

116

 

(20,872

)

60,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 1, 2015

 

425

 

114,091

 

80,445

 

121

 

(29,989

)

165,093

 

Total comprehensive loss for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

 

(897

)

(897

)

Other comprehensive loss for the period

 

 

 

 

(7

)

 

(7

)

Transactions with owners, recorded directly in equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-settled share based payment transactions

 

 

 

 

 

1,231

 

1,231

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2015

 

425

 

114,091

 

80,445

 

114

 

(29,655

)

165,420

 

 

See accompanying notes to condensed consolidated financial statements.

 



 

CONDENSED CONSOLIDATED BALANCE SHEETS,

Aa of September 30, 2015 and June 30, 2015,

 

 

 

Note

 

As of September
30, 2015

 

As of June 30,
2015

 

 

 

 

 

£’000

 

£’000

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant & equipment

 

6

 

7,638

 

3,429

 

Intangibles

 

 

 

118

 

113

 

Restricted cash

 

7

 

1,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,736

 

3,542

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Other current assets

 

 

 

89

 

65

 

Trade and other receivables

 

 

 

5,120

 

4,249

 

Tax receivable

 

 

 

1,814

 

2,524

 

Short-term deposits

 

8

 

36,187

 

35,164

 

Cash and cash equivalents

 

9

 

143,246

 

145,666

 

 

 

 

 

 

 

 

 

Total current Assets

 

 

 

186,456

 

187,668

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

196,192

 

191,210

 

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Share capital

 

10

 

425

 

425

 

Share premium

 

 

 

114,091

 

114,091

 

Other reserve

 

 

 

80,445

 

80,445

 

Foreign exchange reserve

 

 

 

114

 

121

 

Retained earnings

 

 

 

(29,655

)

(29,989

)

 

 

 

 

 

 

 

 

Total equity

 

 

 

165,420

 

165,093

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Other payables

 

11

 

8,879

 

9,100

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

 

8,879

 

9,100

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

12

 

21,893

 

16,992

 

Tax payable

 

 

 

 

25

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

21,893

 

17,017

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

 

196,192

 

191,210

 

 

See accompanying notes to condensed consolidated financial statements.

 



 

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
for the three months months ended September 30,

 

 

 

2015

 

2014

 

 

 

£’000

 

£’000

 

Cash flows from operating activities

 

 

 

 

 

Loss for the period before tax

 

(1,390

)

(2,223

)

Adjustments for:

 

 

 

 

 

Depreciation

 

299

 

58

 

Amortization

 

15

 

 

Equity-settled share based payment expense

 

1,231

 

82

 

Unrealized foreign exchange gains

 

(5,287

)

 

Bank interest income

 

(152

)

(42

)

Increase in other current assets

 

(24

)

 

Increase in trade and other receivables

 

(778

)

(581

)

Increase/(decrease) in trade and other payables

 

4,679

 

(5,335

)

Foreign exchange translation differences on consolidation

 

(7

)

6

 

 

 

 

 

 

 

Cash used in operations

 

(1,414

)

(8,035

)

Net tax credit received/(paid)

 

1,178

 

(71

)

Interest received

 

60

 

42

 

 

 

 

 

 

 

Net cash used in operating activities

 

(176

)

(8,064

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Acquisition of property, plant & equipment

 

(4,508

)

(325

)

Acquisition of intangibles

 

(20

)

 

Movements in restricted cash

 

(1,980

)

 

 

 

 

 

 

 

Net cash used in investing activities

 

(6,508

)

(325

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from the issue of share capital

 

 

60,554

 

 

 

 

 

 

 

Net cash from financing activities

 

 

60,554

 

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(6,684

)

52,165

 

Unrealised foreign exchange gain in cash and cash equivalents

 

4,264

 

 

Cash and cash equivalents at start of period

 

145,666

 

30,105

 

 

 

 

 

 

 

Cash and cash equivalents at period end

 

143,246

 

82,270

 

 

See accompanying notes to condensed consolidated financial statements.

 



 

1 Organization

 

Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY UK.

 

In these Interim Financial Statements, “Adaptimmune,” the “Group,” the “Company,” “we,” “us” and “our” refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries.

 

We are a clinical-stage biopharmaceutical company focused on novel cancer immunotherapy products based on our T-cell receptor platform. We have developed a comprehensive proprietary platform that enables us to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer T-cell receptors, or TCRs, and produce TCR therapeutic candidates for administration to patients.

 

We engineer TCRs to increase their affinity to cancer-specific peptides, including our lead target peptides, NY-ESO-1 and MAGE- A10, in order to target and then destroy cancer cells in patients. Unlike current antibodies and therapies that are based on the use of chimeric antigen receptor T cells, or CAR-Ts, our TCR therapeutic candidates are able to target intracellular as well as extracellular cancer antigens. This capability significantly increases the breadth of targets. We believe this approach will lead to TCR therapeutic candidates that have the potential to significantly impact cancer treatment and clinical outcomes of patients with cancer.

 

The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical trials, the need to obtain marketing approval for its TCR therapeutic candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s TCR therapeutic candidates, and protection of proprietary technology. If the Company does not successfully commercialize any of its TCR therapeutic candidates, it will be unable to generate product revenue or achieve profitability. At September 30, 2015, the Company had an accumulated deficit of £30 million.

 

2 Accounting policies

 

Statement of compliance

 

These condensed consolidated interim financials statements (the “financial statements”) have been prepared and approved by the directors in accordance with International Accounting Standard 34 “Interim Financial Statements (“IAS 34”). All accounting policies and estimates are consistent with those applied in the audited financial statements prepared to June 30, 2015 under International Financial Reporting Standards (“IFRSs”) as adopted by the International Accounting Standards Board (“IASB”). The Group believes that the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results to be expected for the full year.

 

Going concern

 

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in our annual report on Form 20-F filed with the Securities and Exchange Commission on October 13, 2015. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the primary statements and notes to these financial statements.

 

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue its operations for the next twelve months. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

 

Reorganization

 

On April 1, 2015 we completed a corporate reorganization, pursuant to which all shareholders and holders of options over ordinary shares of Adaptimmune Limited exchanged their shares and options for newly issued shares and options in Adaptimmune Therapeutics Limited on a one-for-100 basis, resulting in Adaptimmune Limited becoming a wholly-owned subsidiary of Adaptimmune Therapeutics Limited, which was subsequently re-registered as Adaptimmune Therapeutics plc.

 



 

The reorganization has been accounted for in accordance with the principles of reverse acquisition accounting. Accordingly, the historical consolidated financial statements of Adaptimmune Limited and subsidiary prior to the reorganization became those of Adaptimmune Therapeutics plc. For the periods prior to the reorganization, the equity of Adaptimmune Therapeutics plc represents the historical equity of Adaptimmune Limited. No adjustments have been made to our consolidated financial statements in regard to the reorganization except for the share capital and the calculation of basic and diluted loss per share shown on the face of the income statement. In calculating basic and diluted loss per share, the weighted average number of shares outstanding gives effect to the reorganization by dividing the loss for the period by the weighted average number of shares outstanding as if the one-for-100 share exchange had been in effect throughout the period.

 

3                 Revenue & segmental reporting

 

Revenue represents recognised income from our Collaboration and License Agreement with GlaxoSmithKline (“GSK”).

 

For the year ended June 30, 2015, the directors determined that there was only one operating segment and there has been no change in this determination during the three months ended September 30, 2015.

 

For the three months months ended September 30,

 

2015
£’000

 

2014
£’000

 

 

 

 

 

 

 

Revenue

 

2,600

 

944

 

 

Under the GSK Collaboration and License Agreement, GSK funds the development of, and has an option to obtain an exclusive license to, our NY-ESO TCR therapeutic candidate. In addition, GSK has the right to nominate four additional target peptides, excluding those where Adaptimmune has already initiated development of a TCR therapeutic candidate. The Company received an upfront payment of £25 million in June 2014 and various milestone payments totaling £9.5 million, of which £5 million was received during the three months ended September 30, 2015. The Company is entitled to further various milestone payments based on the achievement of specified development and commercialization milestones by either the Company or GSK. The total milestone paymentss receivable under the GSK Collaboration and License Agreement have a potential value of approximately $350 million.

 

In addition to the development milestones, the Company is entitled to royalties from GSK on all GSK sales of TCR therapeutic products licensed under the agreement, varying between a mid-single-digit percentage and a low-double-digit percentage of net sales. Sales milestones also apply once any TCR therapeutic covered by the GSK Collaboration and License Agreement is on the market.

 

The GSK Collaboration and License Agreement is effective until all payment obligations expire. The agreement can also be terminated on a collaboration program-by-collaboration program basis by GSK for lack of feasibility or inability to meet certain agreed requirements. Both parties have rights to terminate the agreement for material breach upon 60 days’ written notice or immediately upon insolvency of the other party. GSK has additional rights to terminate either the agreement or any specific license or collaboration program on provision of 60 days’ notice to us. The Company also has rights to terminate any license where GSK ceases development or withdraws any licensed TCR therapeutic in specified circumstances.

 

The revenue recognized to date relates to the upfront fee and development milestone payments received, which are being recognized in revenue over the period in which we are providing services under the GSK Collaboration and License Agreement.

 



 

4            Expenses

 

For the three months months ended September 30,

 

2015
£’000

 

2014
£’000

 

 

 

 

 

 

 

Employee benefits including share-based payment expenses

 

3,899

 

1,347

 

Subcontracted research and development

 

2,200

 

1,168

 

Materials consumed in research and development

 

1,167

 

228

 

Operating lease charges (other than plant and machinery)

 

280

 

53

 

Depreciation of owned property, plant and equipment

 

299

 

58

 

Amortisation of intangibles

 

15

 

 

Other expenses

 

1,880

 

652

 

 

 

9,740

 

3,506

 

 

 

 

 

 

 

Research and development expenses

 

6,523

 

2,378

 

General and administrative expenses

 

3,217

 

1,128

 

 

 

9,740

 

3,506

 

 

5            Finance income

 

For the three months months ended September 30,

 

2015
£’000

 

2014
£’000

 

 

 

 

 

 

 

Bank interest

 

152

 

42

 

Net realized foreign exchange losses

 

(35

)

193

 

Net unrealized foreign exchange gains

 

5,287

 

 

 

 

5,404

 

235

 

 

Foreign exchange gains are primarily unrealized gains arising on cash and cash equivalents and short-term deposits that are denominated in foreign currencies, see notes 8 and 9.

 

6                 Property, plant and equipment

 

 

 

Computer
equipment
£’000

 

Office
equipment
£’000

 

Laboratory
equipment
£’000

 

Leasehold
improvements
£’000

 

Total
£’000

 

Cost

 

 

 

 

 

 

 

 

 

 

 

At July 1, 2015

 

413

 

122

 

2,256

 

1,224

 

4,015

 

Additions

 

126

 

46

 

4,103

 

233

 

4,508

 

At September 30, 2015

 

539

 

168

 

6,359

 

1,457

 

8,523

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

At July 1, 2015

 

62

 

15

 

473

 

36

 

586

 

Charge for period

 

33

 

9

 

204

 

53

 

299

 

At September 30, 2015

 

95

 

24

 

677

 

89

 

885

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value

 

 

 

 

 

 

 

 

 

 

 

At July 1, 2015

 

351

 

107

 

1,783

 

1,188

 

3,429

 

At September 30, 2015

 

444

 

144

 

5,682

 

1,368

 

7,638

 

 



 

7                 Restricted cash

 

At September 30, 2015, the Company had £1,980,000 of restricted cash, providing security for letters of credit in respect of lease agreements entered into in September 2015. The Company had no restricted cash at June 30, 2015.

 

8                 Short-term deposits

 

As of

 

September 30,
2015
£’000

 

June 30,
2015
£’000

 

 

 

 

 

 

 

Deposits in pounds sterling

 

7,500

 

7,500

 

Deposits in U.S. dollars

 

28,687

 

27,664

 

 

 

36,187

 

35,164

 

 

Short-term deposits relate to investments of surplus short-term cash on deposit for periods between three and twelve months. The movement in the period relates to foreign exchange movements.

 

9                 Cash and cash equivalents

 

As of

 

September 30,
2015
£’000

 

June 30,
2015
£’000

 

 

 

 

 

 

 

Cash and cash equivalents in pounds sterling

 

26,806

 

28,749

 

Cash and cash equivalents in U.S. dollars

 

116,440

 

116,917

 

 

 

143,246

 

145,666

 

 

The Group’s policy for determining cash and cash equivalents is to include all cash balances, overdrafts and short-term deposits with maturity of less than three months.

 

10              Capital and reserves

 

Share capital

 

As of

 

September 30,
2015
£’000

 

June 30,
2015
£’000

 

 

 

 

 

 

 

Allotted, called up and fully paid

 

425

 

425

 

424,711,900 Ordinary shares of 0.1p each

 

 

 

 

 

 

 

425

 

425

 

 

Each holder of ordinary shares is entitled to one vote per share, on a show of hands or on a poll, at general meetings of the Company.

 

On the winding up of the Company the following priorities applies to payments from the liquidation surplus:

 

a)             Each shareholder will be entitled to an amount per share equal to the subscription price paid, or if the liquidation surplus is insufficient of the full subscription price then the shareholders will be paid in proportion to the aggregate subscription price paid in respect of the shares held by them;

 

b)             Thereafter, any balance shall be paid to the shareholders in proportion to the number of shares held by each of them.

 



 

Series A Preferred Shares Issued

 

On September 23, 2014 the Group completed a Series A Funding round led by New Enterprise Associates (NEA), with additional new investors including OrbiMed Advisors LLC, Wellington Management Company, LLP, Beacon Biosciences, Foresite Capital Management, Ridgeback Capital Management, Novo A/S, QVT, Rock Springs Capital, venBio Select and Merlin Nexus.

 

In conection with this funding, the Group issued 1,758,418 Series A Preferred Shares for net consideration of £60,554,000, after the deduction of fees of £3,031,000. The Preferred Shares were convertible into Ordinary shares at an initial rate of 1:1. These shares were treated as equity under the provisions of IAS 32, ‘Financial Instruments: Presentation’.

 

At the time of the initial public offering on May 6, 2015, all subsisting Preferred Shares automatically converted to Ordinary shares on a 1:1 basis.

 

11                                  Other payables

 

As of

 

September 30,
2015
£’000

 

June 30,
2015
£’000

 

 

 

 

 

 

 

Deferred income

 

8,879

 

9,100

 

 

 

8,879

 

9,100

 

 

12              Trade and other payables

 

As of

 

September 30,
2015
£’000

 

June 30,
2015
£’000

 

 

 

 

 

 

 

Trade payables

 

3,080

 

1,259

 

Other taxation and social security

 

223

 

158

 

Deferred income

 

15,916

 

13,295

 

Accruals

 

2,674

 

2,280

 

 

 

21,893

 

16,992

 

 

13              Financial assets and liabilities

 

The carrying amount of cash and cash equivalents, short-term deposits with a maturity of less than one year, short-term trade receivables and other receivables, including amounts due from the taxing authorities, and short-term trade payables, including amounts owed to the taxing authorities, approximate the fair value.

 



 

14   Capital commitments and contingencies

 

Capital expenditure commitments

 

 

 

As of
September 30,
2015

 

As of
June 30,
2015

 

 

 

£’000

 

£’000

 

Future capital expenditure contracted but not provided for

 

342

 

1,633

 

 

Commitments under non-cancellable operating leases

 

The total of future minimum lease payments payable under the entity’s non-cancellable operating leases for each of the following periods is as follows:

 

 

 

As of September 30,
2015

 

As of June 30,
2015

 

 

 

Land and
buildings

 

Other

 

Land and
buildings

 

Other

 

 

 

£’000

 

£’000

 

£’000

 

£’000

 

Within one year

 

1,089

 

 

914

 

 

Within two to five years

 

11,118

 

 

2,772

 

 

Over five years

 

19,963

 

 

85

 

 

 

 

32,170

 

 

3,771

 

 

 

The Company leases laboratory and office property in Oxfordshire, U.K. and Philadelphia, U.S.  Lease expenses for the three months ended September 30, 2015 and September 30, 2014 were £280,000 and £53,000 respectively.

 

In July 2015, we entered into a long-term lease agreement, with break clauses, for offices and research facilities in Philadelphia, U.S. The property is currently under construction and the lease will commence upon completion of construction. The related lease commitments are included in the table above.

 

In September 2015, we entered into an agreement for a 25-year lease, with break clauses, for a research and development facility in Oxfordshire, U.K. The facility is currently under construction and the lease will commence upon completion of construction. The related lease commitments are included in the table above.

 



 

15  Related parties

 

During the period, the Group entered into transactions, in the ordinary course of business, with other related parties. Transactions entered into during the three months ended September 30, 2015 and 2014 are as follows:

 

 

 

September 30, 2015

 

September 30, 2014

 

For the three months ended

 

Invoiced to
related party

 

Purchased from
related party

 

Invoiced to
related party

 

Purchased from
related party

 

 

 

(£’000)

 

(£’000)

 

(£’000)

 

(£’000)

 

Related party

 

 

 

 

 

 

 

 

 

Immunocore Limited

 

1

 

1,033

 

50

 

320

 

New Enterprise Associates

 

 

15

 

 

 

OrbiMed Advisors LLC

 

 

16

 

 

 

 

Trading balances outstanding at September 30, 2015 and June 30, 2015 are as follows:

 

 

 

As of September 30, 2015

 

As of June 30, 2015

 

 

 

Amounts owed
by related party

 

Amounts owed
to related party

 

Amounts owed
by related party

 

Amounts owed
to related party

 

 

 

(£’000)

 

(£’000)

 

(£’000)

 

(£’000)

 

Related party

 

 

 

 

 

 

 

 

 

Immunocore Limited

 

 

44

 

2

 

90

 

New Enterprise Associates

 

 

10

 

 

2

 

OrbiMed Advisors LLC

 

 

8

 

 

 

 

Immunocore Limited, New Enterprise Associates and OrbiMed Advisors LLC are related parties because they are the beneficial owner of more than 5% of any class of our voting securities.

 

During the period, Immunocore Limited has invoiced the Group in respect of the transitional services agreement, property rent and joint patent costs. The Group has invoiced Immunocore Limited in respect of the transitional services agreement.

 

During the year, New Enterprise Associates has invoiced the Group for travel expenses of directors David Mott, Ali Behbahani and Elliot Sigal.

 

During the year, OrbiMed Advisors LLC has invoiced the Group for travel expenses of director Peter Thompson.

 

Remuneration of Key Management Personnel

 

The remuneration of the Directors and Executive Officers, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24, ‘Related Party Disclosures’.

 

For the three months ended September 30,

 

2015
£’000

 

2014
£’000

 

 

 

 

 

 

 

Short-term employee benefits

 

543

 

553

 

Share-based payments

 

886

 

74

 

 

 

1,429

 

627

 

 


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