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Item 9A. Controls and Procedures

2024-03-20 compared with 2023-03-24 · 378 added, 517 removed, 657 unchanged (58% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.

Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

The term “disclosure controls and procedures”, means controls and other procedures of a company that are designed to provide reasonable assurance that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weaknesses, management has concluded that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America (“U.S.

Based on our evaluation, our management, with the participation of our principal executive officer and principal financial officer, has concluded that, as of such date, that the previously reported material weaknesses have been remediated and our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of the effectiveness of our internal controls in future periods are subject to the risk that such controls may become inadequate because of changes in conditions, or that the degree of compliance with applicable policies, processes and documentation requirements may deteriorate.

In making its assessment of the Company’s internal control over financial reporting as of December 31, 2023, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and evaluated the internal control over financial reporting.

As a result of the material weaknesses described below, management concluded our internal control over financial reporting was not effective as of December 31, 2022 based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

Management previously reported, in our Annual Report on Form 10-K for the year ended December 31, 2021, material weaknesses in our internal control over financial reporting related to:

(i) our IT general control environment has not been sufficiently designed to include appropriate user access rights and (ii) policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively.

As of the year ended December 31, 2022, in addition to the above material weakness on IT general control user access rights, we also identified additional deficiencies related to the design and implementation of controls over program development, program changes, and computer operations.

Remediation Efforts

During fiscal year 2022, we undertook efforts to remediate previously disclosed material weaknesses, including assessing and identifying risks to financial reporting over all business processes impacting financial reporting and implementation of controls over critical accounting policies and estimates.

Although we made substantial progress throughout the year, the design and operation of SOX-level controls remained ongoing as of December 31, 2022, due to a significant amount of progress occurring in the second half of the year, and therefore being unable to determine if a control had been formalized, operated and tested with enough instances to be embedded within the control environment for fiscal year 2022.

In implementing SOX in 2022, management applied a risk based approach, focusing on establishing and testing controls over the critical accounting policies and estimates such as going concern, revenue, contingent consideration, impairment and leases, as a priority.

Some business process controls over critical accounting policies and estimates established in the fiscal year that were dependent on systems without effective IT general controls were deemed ineffective because they could be adversely impacted by the lack of system controls.

Our internal control remediation efforts will continue into fiscal year 2023 and focus on the areas detailed below.

Planned Remediation Activities

IT general controls

We are taking measures to address the IT environment through the implementation of a new enterprise resource planning (“ERP”) system and controls over program development, program changes, computer operations and access rights.

We have implemented the new ERP system for the U.K.

Company in the first quarter of 2023, and plan to rollout implementation of the new ERP system to the U.S.

Company later in 2023.

For the new ERP system and all other IT systems deemed significant to financial reporting, we plan to implement:

(i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023, based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

Remediation of Previously Reported Material Weaknesses

As previously reported in our Form 10-K for the fiscal year ended December 31, 2022, and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2023, management identified material weaknesses in our internal control over financial reporting related to the following:

(i) our IT general control environment had not been

sufficiently designed to include appropriate user access rights, nor were controls over program development, program changes and computer operations designed, implemented and operating effectively, and (ii) policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively.

During fiscal years 2022 and 2023, we undertook efforts to remediate the previously disclosed material weaknesses.

Our internal control remediation efforts focused on the areas detailed below.

(i) IT general controls environment

We took measures to address the IT environment and have implemented a new enterprise resource planning ("ERP") system, and completed the controls design and operation over program development, program changes, computer operations and access rights.

For the new ERP system and all other IT systems where material risks to financial reporting were identified, we implemented and tested the operating effectiveness of:

(i) program change management controls to ensure that IT program and data changes affecting financial applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

(ii) user access controls to ensure appropriate segregation of duties exist, to adequately restrict user and privileged access to certain financial applications, programs and data to appropriate company personnel;

(iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, (iv) testing and approval controls for program development to ensure that changes are aligned with business and IT requirements, and (v) identification and testing of system-generated information and calculations used in the execution of manual controls.

policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions

We are taking measures to address this material weakness, which includes hiring appropriate personnel whose roles are to enhance policies and procedures with respect to the review, supervision, formalization and monitoring of our accounting and reporting functions.

Additionally, we plan to enhance business process controls through the following activities:

● continue to evaluate and refine the design, implementation, and documentation of the internal controls to ensure controls address the relevant risks, are properly designed, and provide appropriate evidence of the Company’s performance;

● enhance the design of controls that address the completeness and accuracy of reports being utilized in the execution of internal controls;

● continue to evaluate the assignment of responsibilities associated with the performance of control activities and consider hiring additional resources, obtaining third party assistance, or providing additional training to existing resources;

● further develop and execute a testing protocol that allows the Company to validate the operating effectiveness of certain controls over financial reporting to gain assurance that such controls are presented and functioning as designed;

As we monitor and evaluate our ICFR, we will continue to assess the effectiveness of our remediation plan and prioritize our resources.

(iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored;

(iv) testing and approval controls for program development to ensure that changes are aligned with business and IT requirements;

and (v) identification and testing of system-generated information and calculations used in the execution of manual controls.

In addition, we further developed and executed a testing protocol that allows us to validate the operating effectiveness of certain IT general controls to gain assurance that such controls are operating as designed.

(ii) policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions

We took measures to address this material weakness, which included hiring appropriate personnel whose roles are to enhance policies and procedures with respect to the review, supervision, formalization and monitoring of our accounting and reporting functions.

Additionally, we enhanced our business process controls through the following activities:

• evaluated and refined the design, implementation, and documentation of the internal controls to ensure controls address the relevant risks, are properly designed, and provide appropriate evidence of performance;

• enhanced the design of controls that address the completeness and accuracy of reports being utilized in the execution of internal controls;

• evaluated the assignment of responsibilities associated with the performance of control activities and hired additional resources, obtained third party assistance, and provided additional training to existing resources;

• further developed and executed a testing protocol that allows us to validate the operating effectiveness of certain key controls over financial reporting and gain assurance that such controls are operating as designed.

Management has concluded that the actions taken to strengthen our internal control over financial reporting, as well as the results of our testing over the design and operating effectiveness of these controls, remediated the previously identified material weaknesses as of December 31, 2023.

Attestation Report of the Registered Public Accounting Firm

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Changes in Internal Control over Financial Reporting

Other than the changes related to the ongoing remediation activities related to the material weaknesses noted above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation activities related to the previously reported material weaknesses noted above, no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission.

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2024 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

We have adopted a Code of Conduct that applies to all officers, directors and employees in connection with their work for us.

The full text of our Code of Conduct is posted on the investor relations page of our website at investors.barinthusbio.com/corporate-governance.

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct by posting such information on our website, at the Internet address and location specified above.

Executive Compensation

The information required under this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual General Meeting to be filed with the United States Securities and Exchange Commission.

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2024 Annual General Meeting to be filed with the United States Securities and Exchange Commission within 120 days of our fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission.

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2024 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

The information required under this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual General Meeting to be filed with the United States.

Securities and Exchange Commission.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

(a) The following documents are filed as part of this report:

(1) Financial Statements.

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No schedules are submitted because they are not applicable, not required, or because the information is included in the consolidated financial statements or the notes thereto.

(3) Exhibits.

EXHIBIT INDEX

Exhibits number

Description of exhibit

Agreement and Plan of Merger and Reorganization, dated December 9, 2021, by and among Vaccitech plc, VA Merger Sub 1 Inc., VA Merger Sub 2 Inc., Avidea Technologies Inc., and Benjamin Eisler, as the Securityholder Agent (Incorporated by reference to Exhibit 2.1 to our Periodic Report on Form 8-K (File No.

Exhibits number Description of exhibit

2.1† Agreement and Plan of Merger and Reorganization, dated December 9, 2021, by and among Barinthus Biotherapeutics plc , VA Merger Sub 1 Inc., VA Merger Sub 2 Inc., Avidea Technologies Inc., and Benjamin Eisler, as the Securityholder Agent (Incorporated by reference to Exhibit 2.1 to our Periodic Report on Form 8-K (File No.

001-40367) filed on December 14, 2021).

2.2*† Amendment No.

1 to Agreement and Plan of Merger and Reorganization, dated March 11, 2022, by and between Vaccitech plc and Benjamin Eisler, as Securityholder Agent (Incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K (File No.

1 to Agreement and Plan of Merger and Reorganization, dated March 11, 2022, by and between Barinthus Biotherapeutics plc and Benjamin Eisler, as Securityholder Agent (Incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K (File No.

001-40367) filed on March 25, 2022).

2.3 Amendment No.

2 to Agreement and Plan of Merger and Reorganization, dated May 9, 2022, by and between Vaccitech plc and Benjamin Eisler, as the Securityholder Agent (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

2 to Agreement and Plan of Merger and Reorganization, dated May 9, 2022, by and between Barinthus Biotherapeutics plc and Benjamin Eisler, as the Securityholder Agent (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-40367), filed with the Securities and Exchange Commission on August 9, 2022).

18 unchanged sentences

333-255158) filed on April 27, 2021).

License Agreement by and among the Registrant, The Chancellor, Masters and Scholars of the University of Oxford and Oxford University Innovation Limited, dated as of September 27, 2018 (Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

License Agreement by and between the Registrant and Vaccitech Oncology Limited, dated as of November 14, 2018 (Incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Clinical Trial and Option Agreement by and among Vaccitech Oncology Limited, Cancer Research Technology Limited, and Cancer Research UK, dated as of December 16, 2019 (Incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1/A (File No.

4 unchanged sentences

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Georgy Egorov (Incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Thomas G.

Evans, MD (Incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Margaret Marshall, MD (Incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Chris Ellis (Incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Graham Griffiths (Incorporated by reference to Exhibit 10.1 1 to our Registration Statement on Form S-1/A (File No.

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001-40367) filed on November 10, 2022).

10.15 Employment Agreement by and between Vaccitech Switzerland GmbH and Nadège Pelletier, effective February 1, 2023 (Incorporated by reference to Exhibit 10 .1 to our Q uarte rl y Report on From 10-Q (File No.

001-40367) filed on May 12, 2023).

10.16 Form of Indemnification Agreement between the Registrant and each of its directors and officers (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 10, 2022).

Lease Agreement dated September 3, 2021 by and among The Harwell Science and Innovation Campus General Partner Limited, The Harwell Science and Innovation Campus Nominee Limited, The Harwell Science and Innovation Campus Limited Partnership and Vaccitech (UK) Limited (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

10.17 Lease Agreement dated September 3, 2021 by and among The Harwell Science and Innovation Campus General Partner Limited, The Harwell Science and Innovation Campus Nominee Limited, The Harwell Science and Innovation Campus Limited Partnership and Barinthus Biother ap eutics (UK) Limited (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 12, 2021).

Funding Agreement by and between the Registrant , Coalition for Epidemic Preparedness Innovations and the University of Oxford , dated as of December 20 , 2023

21.1* Subsidiaries of the Registrant.

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

Consent of BDO LLP, independent registered public accounting firm.

24.1* Power of Attorney (included on signature page to this Annual Report).

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

97.0 Compensation Recovery Policy (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 9, 2023).

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).

___________________________

* Filed or furnished herewith.

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Pursuant to the requirements of Section 13 or 15(d) 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.

March 24, 2023

VACCITECH PLC

March 20, 2024 Barinthus Biotherapeutics plc

/s/ William Enright

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Enright and Gemma Brown, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Each person whose signature appears below constitutes and appoints William Enright and Gemma Brown, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ William Enright

Chief Executive Officer and Director

March 24, 2023

William Enright

(Principal Executive Officer)

Chief Executive Officer and Director March 20, 2024

William Enright (Principal Executive Officer)

/s/ Gemma Brown

Chief Financial Officer

March 24, 2023

(Principal Financial and Accounting Officer)

Chief Financial Officer March 20, 2024

Gemma Brown (Principal Financial and Accounting Officer)

/s/ Robin Wright

Chairman and Director

March 24, 2023

Chairman and Director March 20, 2024

/s/ Alex Hammacher

March 24, 2023

Director March 20, 2024

Alex Hammacher

/s/ Pierre A.

March 24, 2023

Director March 20, 2024

/s/ Joseph C.

March 24, 2023

Director March 20, 2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP (PCAOB ID 876 )

Report of Independent Registered Public Accounting Firm (BDO LLP:

London, United Kingdom:

PCAOB ID # 1295)

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity

Consolidated Statements of S tock holders’ Equity

Consolidated Statements of Cash Flows

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Vaccitech plc

T o the Board of Directors and Shareholders of Barinthus Biotherapeutics plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Vaccitech plc and its subsidiaries (the “Company’) as of December 31, 2022, and the related consolidated statement of operations and comprehensive loss, of changes in redeemable convertible preferred shares and shareholders’ equity, and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Barinthus Biotherapeutics plc and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

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We have served as the Company’s auditor since 2022.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Vaccitech plc

Oxford, United Kingdom

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Vaccitech plc (the “Company”) as of December 31, 2021, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred shares and shareholders’ equity (deficit), and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor from 2017 through 2022.

London, United Kingdom

March 25, 2022

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED BALANCE SHEETS

6 unchanged sentences

Total current assets 156,905 213,041

Goodwill 12,209 12,209

Property and equipment, net 11,821 7,957

1 unchanged sentence

Right of use assets, net 7,581 7,753

LIABILITIES AND SHAREHOLDERS’ EQUITY

Other assets 882 976

Total assets $ 214,506 $ 270,205

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

1 unchanged sentence

Accrued expenses and other current liabilities 9,212 8,061

Deferred revenue

Operating lease liability - current 1,785 433

1 unchanged sentence

Non-Current liabilities:

Operating lease liability

Operating lease liability - non-current 11,191 8,340

Contingent consideration 1,823 1,711

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Commitments and contingencies (Note 16)

Shareholders’ equity:

Stockholders’ equity:

Ordinary shares, £ 0.000025 nominal value;

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Accumulated other comprehensive loss – foreign currency translation adjustments ( 23,315 ) ( 33,460 )

Total shareholders’ equity attributable to Vaccitech plc shareholders’

Total stockholders’ equity attributable to Barinthus Biotherapeutics plc shareholders 186,784 242,896

Noncontrolling interest 211 305

Total shareholders’ equity

Total liabilities and shareholders’ equity

Total stockholders’ equity $ 186,995 $ 243,201

Total liabilities and stockholders’ equity $ 214,506 $ 270,205

___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

December 31, 2023 December 31, 2022

License revenue 1

Service revenue

$ 802 $ 44,694

Research grants and contracts — 9

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Other income /(expense):

Change in fair value of derivatives embedded in convertible loan notes

Unrealized foreign exchange gain on convertible loan notes

Loss on extinguishment of convertible loan notes

Interest income 2,877 3,103

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Other income, net 1,082 567

Total other income/(expense)

Profit/(loss) before income tax

Net income/(loss)

Total other income, net 7,392 4,891

(Loss)/profit before income tax ( 76,522 ) 850

Tax benefit 3,075 4,471

Net (loss)/income ( 73,447 ) 5,321

Net loss attributable to noncontrolling interest 100 21

Net income/(loss) attributable to Vaccitech plc shareholders

Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders ( 73,347 ) 5,342

Weighted-average ordinary shares outstanding, basic 38,386,491 37,248,126

Weighted-average ordinary shares outstanding, diluted 38,386,491 38,169,307

Net income/(loss) per share attributable to ordinary shareholders, basic

Net income/(loss) per share attributable to ordinary shareholders, diluted

Net income/(loss)

Other comprehensive loss – foreign currency translation adjustments

Net (loss)/income per share attributable to ordinary shareholders, basic $ ( 1.91 ) $ 0.14

Net (loss)/income per share attributable to ordinary shareholders, diluted $ ( 1.91 ) $ 0.14

Net (loss)/income $ ( 73,447 ) $ 5,321

Other comprehensive gain/(loss) – foreign currency translation adjustments 10,151 ( 25,083 )

Comprehensive loss ( 63,296 ) ( 19,762 )

Comprehensive loss attributable to noncontrolling interest 94 132

Comprehensive loss attributable to Vaccitech plc shareholders

Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 63,202 ) $ ( 19,630 )

___________________________

1 Includes license revenue from related parties for the year ended December 31, 2023 totaling $ 0.8 million (December 31, 2022:

$ 43.7 million).

License revenue is generated in the United Kingdom.

The accompanying notes are an integral part of these consolidated financial statements.

VACCITECH PLC

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES

AND SHAREHOLDERS’ EQUITY

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Ordinary Shares

Deferred A Shares

Deferred B Shares

Deferred C Shares

Accumulated Other

Noncontrolling

Total Shareholders’

Paid-in-capital

Comprehensive Loss

Year ended December 31, 2023

Ordinary Shares Deferred A Shares Deferred B Shares Deferred C Shares Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Non-Controlling Interest Total Stockholders' Equity

Shares Amount Shares Amount Shares Amount Shares Amount

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 ) $ 242,896 $ 305 $ 243,201

Share based compensation — — — — — — — — 5,055 — — 5,055 — 5,055

Issue of ordinary shares

Issue of ordinary shares, net of issuance costs 960,009 0 1 — — — — — — 2,035 — — 2,035 — 2,035

Foreign currency translation adjustments — — — — — — — — — — 10,145 10,145 6 10,151

Measurement period and contingent consideration adjustments

Net income/(loss)

Cancellation of deferred shares — — — — ( 570,987 ) ( 8 ) ( 27,828,231 ) — 8 — — — — —

Net loss — — — — — — — — — ( 73,347 ) — ( 73,347 ) ( 100 ) ( 73,447 )

Balance, December 31,2023 38,643,540 $ 1 63,443 $ 86 — $ — — $ 0 1 $ 386,602 $ ( 176,590 ) $ ( 23,315 ) $ 186,784 $ 211 $ 186,995

___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

VACCITECH PLC

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES

AND SHAREHOLDERS’ EQUITY

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Year ended December 31, 2022

Series B Redeemable

Preferred Shares

Ordinary Shares

Deferred A Shares

Deferred B Shares

Deferred C Shares

Comprehensive

Noncontrolling

Shareholders’

Ordinary Shares Deferred A Shares Deferred B Shares Deferred C Shares

Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Non-Controlling Interest Total Stockholders' Equity

Balance, January 1,2022 37,188,730 $ 1 63,443 $ 86 570,987 $ 8 27,828,231 0 1 $ 369,103 $ ( 108,585 ) $ ( 8,488 ) $ 252,125 $ 437 $ 252,562

Share based compensation — — — — — — — — 9,877 — — 9,877 — 9,877

Issue of Series B shares, net of issuance costs

Series B Shares issued on conversion of convertible notes

Issue of Deferred A shares

Issue of ordinary and Deferred C shares

Initial public offering, net of underwriting discounts

Offering Costs

Conversion of Series A shares

Conversion of Series B shares

Issue of shares to Non-controlling interest

Issue of shares on acquisition of subsidiary

Issue of ordinary shares, net of issuance costs 494,801 0 1 — — — — — — 484 — — 484 — 484

Foreign currency translation adjustments — — — — — — — — — — ( 24,972 ) ( 24,972 ) ( 111 ) ( 25,083 )

Measurement period and contingent consideration adjustments — — — — — — — — 40 — — 40 — 40

Net loss — — — — — — — — — 5,342 — 5,342 ( 21 ) 5,321

Balance, December 31,2022 37,683,531 $ 1 63,443 $ 86 570,987 $ 8 27,828,231 $ 0 1 $ 379,504 $ ( 103,243 ) $ ( 33,460 ) $ 242,896 $ 305 $ 243,201

___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)

2023 December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/ (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Net (loss)/income $ ( 73,447 ) $ 5,321

Adjustments to reconcile net (loss)/income to net cash used in operating activities:

Share based compensation 5,055 9,877

1 unchanged sentence

Non-cash lease expenses 1,328 1,216

Change in fair value of derivatives embedded in convertible loan notes

Unrealized foreign exchange gain on convertible loan notes

Non-cash gain on foreign currency remeasurement and other non-cash adjustments

Unrealized foreign exchange loss/(gain) 7,531 ( 24,905 )

Change in contingent consideration 55 ( 73 )

Non cash interest expense 28 19

Loss on extinguishment of convertible loan notes

Deferred tax expense ( 3,075 ) ( 4,337 )

7 unchanged sentences

Deferred revenue — ( 183 )

Operating lease liabilities ( 445 ) —

Other assets 128 ( 387 )

Net cash used in operating activities $ ( 50,925 ) $ ( 14,431 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary, net of cash acquired

Proceeds from sale of property and equipment — 388

3 unchanged sentences

Issue of shares from the exercise of stock options 0 1

Contributions from noncontrolling interest

Proceeds from issue of ordinary shares, net of issuance costs 2,035 484

Payment of contingent consideration ( 163 ) —

Repayment of debt — ( 159 )

Transaction costs for Series B shares

Proceeds from issue of Series B shares

Initial public offering cost

Proceeds from initial public offering

Proceeds from issue of ordinary shares

Net cash provided by financing activities $ 1,872 $ 325

Effect of exchange rates on cash and cash equivalents 2,171 187

Net (decrease)/ increase in cash and cash equivalents

Net decrease in cash and cash equivalents ( 52,295 ) ( 19,669 )

Cash and cash equivalents, beginning of the year 194,385 214,054

4 unchanged sentences

Non-Cash investing and financing activities

Issue of ordinary shares

Issue of deferred A shares

Issue of deferred B shares

Issue of deferred C shares

Issue of Series B shares

Conversion of Series A and B to ordinary shares

Cash consideration on acquisition of subsidiary payable

Purchases of property and equipment included in accounts payable and accrued liabilities $ 87 $ 559

4 unchanged sentences

Contingent Consideration settled in equity $ — $ 78

___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Nature of business

Vaccitech plc (Vaccitech) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021.

Vaccitech is engaged in the discovery and development of novel immunotherapeutics and vaccines for the treatment and prevention of infectious disease, cancer and immune tolerance.

Vaccitech is headquartered in Harwell, Oxfordshire, United Kingdom.

Vaccitech and its direct and indirect subsidiaries, Vaccitech (UK) Limited, Vaccitech Australia Pty Limited, Vaccitech Oncology Limited (“VOLT”), Vaccitech North America, Inc.

and Vaccitech Italia S.R.L, are collectively referred to as the “Company”.

In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, Vaccitech completed a corporate reorganization wherein the shareholders of Vaccitech (UK) Limited (formerly Vaccitech Limited) exchanged each of their ordinary shares, Series A Shares and Series B Shares of the company for the same quantity of ordinary shares, series A shares (“Vaccitech plc Series A Shares”) and series B shares (“Vaccitech plc Series B Shares”) in Vaccitech plc (resulting in the shareholders of the company holding the same percentage and class of shares in Vaccitech plc (formerly Vaccitech Rx Limited) as they had in Vaccitech (UK) Limited (formerly Vaccitech Limited).The group reorganization under common control constituted a change in reporting entity and has been given retrospective effect reflecting the net assets of Vaccitech (UK) Limited and its subsidiaries and Vaccitech plc at their historical carrying amounts.

As a result of the reorganization these consolidated financial statements have been presented for all periods as if Vaccitech plc was the holding company of the group.

In addition, on April 4, 2022, a merger was effected between subsidiary Vaccitech USA, Inc.

and Vaccitech North America, Inc., with Vaccitech North America, Inc.

Barinthus Biotherapeutics plc (formerly Vaccitech plc) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021.

Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (UK) Limited (formerly Vaccitech (UK) Limited), Barinthus Biotherapeutics Australia Pty Limited (formerly Vaccitech Australia Pty Limited), Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc.

(formerly Vaccitech North America, Inc.), Barinthus Biotherapeutics Switzerland GmbH (formerly Vaccitech Switzerland GmbH) and Barinthus Biotherapeutics S.R.L.

(formerly Vaccitech Italia S.R.L.), are collectively referred to as the “Company” or “Barinthus Bio”.

The Company is a clinical-stage biopharmaceutical company developing novel T cell immunotherapeutic candidates designed to guide the immune system to overcome chronic infectious diseases, autoimmunity and cancer.

The Company is headquartered in Harwell, Oxfordshire, United Kingdom.

On November 6, 2023, the Company announced its renaming as Barinthus Bio to represent the evolution and expansion of its focus beyond vaccines.

In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, the Company completed a corporate reorganization wherein the shareholders of Barinthus Biotherapeutics (UK) Limited exchanged each of their ordinary shares, series A shares and series B shares of Barinthus Biotherapeutics (UK) Limited for the same quantity of ordinary shares, series A shares and series B shares in Barinthus Biotherapeutics plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Barinthus Biotherapeutics plc as they had in Barinthus Biotherapeutics (UK) Limited).

The group reorganization under common control constituted a change in reporting entity and has been given retrospective effect reflecting the net assets of Barinthus Biotherapeutics (UK) Limited and its subsidiaries and Barinthus Biotherapeutics plc at their historical carrying amounts.

On April 4, 2022, a merger was effected between subsidiaries Vaccitech USA, Inc.

and Barinthus Biotherapeutics North America, Inc., with Barinthus Biotherapeutics North America, Inc.

being the surviving entity.

3 unchanged sentences

Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales.

If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to further generate revenue or achieve profitability.

If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability.

Basis of presentation

1 unchanged sentence

The Company’s reporting currency is the U.S.

On May 4, 2021, the Company effected a 309 -for-1 stock split of ordinary shares.

Each resultant ordinary share from the stock split was redesignated as one ordinary share and one deferred C share.

Accordingly, all ordinary share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

As of December 31, 2022, the Company had cash and cash equivalents of $ 194.4 million and an accumulated deficit of $ 103.2 million.

Although the Company has recorded net income for the year ended December 31, 2022, the Company expects to incur losses for the foreseeable future.

The Company expects that its cash and cash equivalents will be sufficient to fund current operations for at least the next twelve months from the issuance of the financial statements.

The Company expects to seek additional funding through equity financings, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

As of December 31, 2023, the Company had cash and cash equivalents of $ 142.1 million and an accumulated deficit of $ 176.6 million and the Company expects to incur losses for the foreseeable future.

The Company expects that its cash and cash equivalents will be sufficient to fund current operations into the fourth quarter of 2025, without additional financing.

The Company expects to seek additional funding through equity financing, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements.

2 unchanged sentences

Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 unchanged sentences

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue, costs and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, including those related to revenue, expenses, leases, accruals and prepayments for external manufacturing of clinical trial material as well as clinical study conduct, fair value of contingent consideration, impairment of goodwill and intangible assets, and the fair value of ordinary shares and share-based compensation.

The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

The Company evaluates its estimates and assumptions on an ongoing basis.

The Company evaluates its estimates and assumptions on an ongoing basis, including those related to fair value of contingent consideration and impairment of goodwill and intangible assets.

The Company’s actual results may differ from these estimates under different assumptions or conditions.

COVID-19 continues to have an impact, both directly and indirectly, on our business and operations, including continuing disruption to our clinical trial activities and pre-clinical development timelines for the Company’s clinical and pre-clinical programs.

Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment.

In respect of the international situation in Ukraine, we have assessed the impact on the Company as minimal.

We have no operations or suppliers based in Ukraine, Belarus, or Russia, and there consequently no additional risk or negative impact on the consolidated financial statements.

We have no operations or suppliers based in Turkey, and therefore the Company is not impacted by the potential hyperinflationary environment in that country.

As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities.

3 unchanged sentences

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Vaccitech and those entities in which it has a controlling interest.

The accompanying consolidated financial statements include the accounts of Barinthus Biotherapeutics plc and those entities in which it has a controlling interest.

Intercompany amounts are eliminated on consolidation.

1 unchanged sentence

Comprehensive loss

Comprehensive loss for all periods presented is comprised primarily of net income (loss) and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Comprehensive loss for all periods presented is comprised primarily of net (loss)/income and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Foreign currency translation

5 unchanged sentences

dollars at average exchange rates for each reporting period.

Translation adjustments are reflected as accumulated other

VACCITECH PLC

Translation adjustments are reflected as accumulated other comprehensive loss within stockholders’ equity.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss in the general and administrative expenses.

The aggregate net foreign exchange gain or loss included in determining net loss was a loss of $ 7.6 million and gain of $ 26.4 million for the years ended December 31, 2023 and 2022, respectively.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

comprehensive loss within shareholders’ equity.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss.

The aggregate net foreign exchange gain or loss included in determining net loss was a gain of $ 26.4 million and gain of $ 0.3 million for the years ended December 31, 2022 and 2021, respectively.

Segment information

2 unchanged sentences

Noncontrolling interest

Vaccitech established VOLT with a related party.

As of December 31, 2021, Vaccitech contributed cash and intellectual property with an aggregate value of $ 11.9 million for a 76 % controlling interest.

The related party contributed cash and intellectual property with an aggregate value of $ 3.8 million for a 24 % noncontrolling interest.

There were no further contributions in the year ended December 31, 2022.

In 2018, Barinthus Biotherapeutics plc established VOLT with a related party.

As of December 31, 2021, Barinthus Biotherapeutics plc had contributed cash and intellectual property with an aggregate value of $ 11.9 million for a 76 % controlling interest.

The related party had contributed cash and intellectual property with an aggregate value of $ 3.8 million for a 24 % noncontrolling interest.

There were no further contributions in the years ended December 31, 2023 and 2022.

The contributed intellectual properties were initially recorded at investment date fair value by VOLT and immediately expensed as research and development costs.

4 unchanged sentences

Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date.

A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings.

A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Transaction costs are expensed as incurred in general and administrative expenses.

11 unchanged sentences

Amounts recognized as revenue, but not yet received or invoiced are generally recognized as accounts receivable.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

License revenue

The Company’s arrangements may provide the collaboration partner with the right to select a target for licensing either at the inception of the arrangement or in the future.

Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii) upon extending the selection period as an extension fee or payment.

Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii)

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

upon extending the selection period as an extension fee or payment.

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise.

8 unchanged sentences

For performance obligations that include research and development services, the Company recognizes revenue allocated to such performance obligations based on an appropriate measure of progress.

The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which may include input measure such as costs incurred during the reporting period or ratably over the service period.Reimbursements from the partner are evaluated as to whether the Company acts as a principal or an agent in such relationships.

The Company utilizes judgment to determine the appropriate method of measuring progress for the purposes of recognizing revenue, which may include an input measure such as costs incurred during the reporting period or ratably over the service period.

Reimbursements from the partner are evaluated as to whether the Company acts as a principal or an agent in such relationships.

The Company evaluates whether control over the underlying goods or services were obtained prior to transferring these goods or services to the collaboration partner.

Where the Company does not control the goods or services prior to transferring these goods or services to the collaboration partner, such reimbursements are presented net of costs.At the inception of each arrangement that includes development milestone payments in respect of development efforts, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.

Where the Company does not control the goods or services prior to transferring these goods or services to the collaboration partner, such reimbursements are presented net of costs.

At the inception of each arrangement that includes development milestone payments in respect of development efforts, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated development milestone value is included in the transaction price.

1 unchanged sentence

The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular development milestone in making this assessment.

There is judgment involved in determining whether it is probable that a significant revenue reversal would not occur.At the end of each reporting period, the Company reevaluates the probability of achievement of all development milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

There is judgment involved in determining whether it is probable that a significant revenue reversal would not occur.

At the end of each reporting period, the Company reevaluates the probability of achievement of all development milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

1 unchanged sentence

To date, the Company has not recognized any development milestone revenue resulting from any of its arrangements.

Research grants

The Company receives certain government grants which support its research efforts in defined projects and include contributions towards the research and development costs.

When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, government grants are recognized as revenue on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate.

Government grant revenue may be subject to review by a government authority in periods subsequent to its recognition and may result in the reversal of grant revenue previously recognized.

Payments received in advance of incurring reimbursable expenses are recorded as deferred revenue.

VACCITECH PLC

The Company receives certain grant income which support its research efforts in defined projects and include contributions towards the research and development costs.

When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, grant income is recognized as other operating income on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate.

Grant income may be subject to review by the grantor in periods subsequent to its recognition and may result in the reversal of grant income previously recognized.

Payments received in advance of incurring reimbursable expenses are recorded as deferred income.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

Licensees and grantors that represented 10% of more of the Company’s revenue and accounted for 10% or more of accounts receivable are presented below:

Oxford University Innovation

Biomedical Advanced Research and Development Authority (“BARDA”)

Accounts Receivable

Oxford University Innovation

Revenue Country Year ended

2023 Year ended

Oxford University Innovation U.K.

Accounts Receivable Country As of

Oxford University Innovation U.K.

Allowance for credit losses

8 unchanged sentences

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

Asset Category

Estimated Useful Life

Office furniture and equipment

Laboratory equipment

Leasehold improvements

Lesser of lease term or estimated useful lives

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Asset Category Estimated Useful Life

Office furniture and equipment 3 years

Laboratory equipment 4 years

Leasehold improvements Lesser of lease term or estimated useful lives

Intangible assets acquired through business combinations

Intangible assets consist of acquired developed technology.

Intangible assets are stated at cost less accumulated amortization.

Intangible assets are stated at cost less accumulated amortization and impairment losses.

Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is 10 years.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of long-lived assets

2 unchanged sentences

In the event such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values.

No such impairments were recorded during the year ended December 31, 2022 and 2021.

No such impairments were recorded during the years ended December 31, 2023 and 2022.

Goodwill represents the excess of cost over the fair value of the net tangible and intangible assets of businesses acquired in a business combination.

5 unchanged sentences

otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

For the years ended December 31, 2022 and 2021, goodwill has been tested and there is no impairments.

For the years ended December 31, 2023 and 2022, goodwill has been tested, and no impairments have been recorded.

Financial instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt.

The carrying amounts of cash, cash equivalents, accounts receivable, security deposit, accounts payable, accrued expenses and short-term debt approximate their fair value due to the short-term nature of those financial instruments.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt.

The carrying amounts of cash, cash equivalents, accounts receivable, security deposits, accounts payable, accrued expenses and short-term debt approximate their fair value due to the short-term nature of those financial instruments.

Fair value measurements

9 unchanged sentences

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.

Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that market participants would use in pricing the asset or liability at the measurement date.

Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation.

In periods of market dislocation, the observability of prices and inputs may change for many instruments.

This condition could cause an instrument to be reclassified within levels in the fair value hierarchy.

This condition could cause an

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

instrument to be reclassified within levels in the fair value hierarchy.

There were no transfers within the fair value hierarchy during the years ended December 31, 2023 and 2022.

The Company recognizes a contingent consideration liability related to the acquisition of Avidea Technologies, Inc.

The liability is remeasured to fair value at each reporting date until the contingency is resolved.

The fair value of the contingent consideration is a Level 3 valuation determined using significant unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement.

Changes in fair value are recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Leases are accounted for under ASC 842, Leases (“ASC 842”) resulting in the recognition of lease liabilities and right-of-use assets.

20 unchanged sentences

Patent and licensing costs are expensed as incurred because their realization is uncertain.

Embedded derivatives

The Company reviews the terms of convertible loan notes and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

Derivative financial instruments are initially measured at fair value, and then re-valued at each reporting date, with changes in the fair value reported as charges or credits to consolidated statements of operations and comprehensive loss.

To the extent that the initial fair

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

values of the freestanding and/or bifurcated derivative instrument exceed the total proceeds received an immediate charge to the consolidated statements of operations and comprehensive loss is recognized to initially record the derivative instrument at fair value.

The discount from the face value of the convertible loan notes resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to consolidated statements of operations and comprehensive loss, using the effective interest method.

Embedded derivatives bifurcated are presented along with the host contract on the balance sheets.

Ordinary shares

Ordinary shares are classified in shareholders’ equity and represent issued share capital.

Ordinary shares are classified in stockholders’ equity and represent issued share capital.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional paid-in capital

Additional paid-in capital is classified in shareholders’ equity deficit and represents the share premium account, where the difference between the price paid per share and the nominal value is recognized.

Additional paid-in capital is classified in stockholders’ equity and represents the share premium account, where the difference between the price paid per share and the nominal value is recognized.

The equity element of share based compensation is also recognized in additional paid in capital.

8 unchanged sentences

Expected volatility.

The Company lacks sufficient company-specific historical and implied volatility information for its ordinary shares.

Therefore, it estimates its expected share volatility based on the available historical volatility of the Company since IPO, and publicly traded peer companies.

The Company expects to transition to its own volatility when it has adequate historical data of its own traded share price.

Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options.

When selecting industry peers used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage.

The Company applied this process consistently using the same or similar public companies until 2023.

During 2023, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.

Expected term .

10 unchanged sentences

To the extent that the fair value of the modified award exceeds the original award, the incremental fair value of the modified award is recognized as compensation on the date of modification for vested awards, and over the remaining vesting period for unvested awards.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The financial statements reflect provisions for income taxes in the United Kingdom and foreign jurisdictions.

3 unchanged sentences

If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized.

The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

1 unchanged sentence

Research and development incentives

In the United Kingdom, the Company is entitled to a research and development tax relief for small and medium-sized enterprises which allows for an enhanced deduction rate of 230% on qualifying research and development expenditure (the tax relief).

In the United Kingdom, the Company had previously been entitled to a research and development tax credit regime, being the Small and Medium-sized Enterprises R&D tax relief program, or SME Program, and, to the extent that our projects are grant funded or relate to work subcontracted to us by third parties, the Research and Development Expenditure Credit program, or RDEC Program.

Until March 2023, under the SME program, the Company was able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 33.35% of such qualifying research and development expenditure.

Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects.

Certain staff, consumables (including utilities), subcontractors and externally provided workers qualifying research and development expenditures are eligible for a cash rebate of up to 21.67%.

A large portion of costs relating to research and development, clinical trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims.

From April 2023, under the SME program the additional deduction has decreased from 130% to 86%, the SME credit rate has reduced from 14.5% to 10% and the SME cash rebate for the Company has reduced from 33.35% to 18.6% and from 21.67% to 12.1% for subcontractors.

Furthermore, the SME credit rate will decrease to 10% for expenditure incurred on or after April 1, 2023 unless the SME qualifies as an R&D intensive business i.e., R&D expenditure constitutes at least 40% (from April 1, 2023) or 30% (from accounting periods starting on or after April 1, 2024) of total expenditure.

If the Company incurs tax losses, the Company is entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief.

1 unchanged sentence

For the years ended December 31, 2023 and 2022, the Company recognized research and development incentives of $ 3.5 million and $ 1.2 million respectively.

For the year ended December 31, 2022, the recognized research and development incentives was restricted by the available tax losses in the UK for the period.

Net income/ (loss) per share

Basic net income/ (loss) per share is computed by dividing the net income/(loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities.

Net income/ (loss) attributable to ordinary shareholders is computed as if all net income/ (loss) for the period had been distributed.

Net (loss)/income per share

Basic net (loss)/income per share is computed by dividing the net (loss)/income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities.

Net (loss)/income attributable to ordinary shareholders is computed as if all net (loss)/income for the period had been distributed.

During periods in which the Company incurred a net loss, the Company allocates no net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company.

The Company computes diluted net income/ (loss) per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive.

Diluted net income/ (loss) per share is computed by dividing the net income/ (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.

The Company computes diluted net (loss)/income per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive.

Diluted net (loss)/income per share is computed by dividing the net (loss)/income attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.

Contingent liabilities

3 unchanged sentences

As of December 31, 2023, the Company does not expect that such matters will have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies that the Company adopts as of the specified effective date.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

which means that when a standard is issued or revised and it has different applications dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes (“ASU 2019-12”).

The ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes, related to the approach for allocating income tax expense or benefit for the year to continuing operations, discontinued operations, other comprehensive income, and other charges or credits recorded directly to shareholders’ equity;

the methodology for calculating income taxes in an interim period;

and the recognition of deferred tax liabilities for outside basis differences.

On January 1, 2022, the Company adopted ASU 2019-12 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832) — Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements.

The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different applications dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our current operations.

Business Combination

On December 9, 2021, the Company executed an Agreement and Plan of Merger and Reorganization (the “Agreement”) by and among the Company, VA Merger Sub 1 Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub 1”), VA Merger Sub 2, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 2”), Avidea Technologies, Inc., a Delaware corporation (“Avidea”), and Benjamin Eisler, solely in his capacity as security holder representative, pursuant to which the Company acquired 100 % of the fully diluted equity of Avidea.

On December 10, 2021, the parties closed the transactions contemplated by the Agreement.

Merger Sub 1 merged with and into Avidea, with Avidea surviving as a wholly owned subsidiary of the Company, the (“First Merger”).

Promptly following the First Merger, and as part of the same overall transaction, Avidea merged with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned direct subsidiary of the Company, the “Second Merger”, and together with the First Merger, (the “Mergers”).

In the fourth quarter of 2022, the Company completed the accounting for the acquisition and recorded measurement period adjustments of $ 0.44 million attributable to working capital that existed as of the acquisition date by adjusting the consideration transferred.

The effect of these measurement period adjustments resulted in a decrease of goodwill by $ 0.42 million and other current assets by $ 0.02 million.

The adjustment to general and administrative expense relating to the income effects that would have been recognized in 2021 if the adjustment to provisional amounts was recognized as of the acquisition date was not material.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes changes in goodwill (in thousands):

Beginning balance

Measurement period adjustments

Ending balance

Pursuant to the terms of the Agreement, the Company acquired Avidea for an up-front amount of $ 32.8 million (after working capital adjustments), of which $ 11.8 million was payable in cash and $ 21.0 million in 2,151,831 of the Company’s American Depositary Shares, each representing one ordinary share of the Company (the “ADSs”).

In addition, Avidea’s stockholders may be entitled to receive an aggregate of up to $ 40.0 million in additional payments payable in a combination of cash and ADSs upon the achievement of certain milestones (the “Milestones”).

The consideration payable pursuant to each Milestone is referred to herein as the “Contingent Consideration”.

The following table summarizes the estimated purchase consideration of $ 35.2 million (after measurement period adjustments), which consisted of:

Cash consideration

Equity consideration 1

Estimated fair value of Contingent Consideration

1 Represents the fair value of equity consideration issued to Avidea shareholders, consisting of 2,163,694 ADSs, at $ 9.76 per ADS the closing price of the Company’s ADS on December 10, 2021 adjusted by the return of 11,863 ADSs at $ 3.20 per ADS, the closing price of the Company’s ADS on the date of determination of the working capital shortfall.

The shares were not returned to the Company, but utilized in part, to settle the milestone liability that arose on the signing of the Scancell agreement discussed below.

Contingent Consideration represents additional payments that the Company may be required to make in the future, which totals up to $ 40.0 million of which $ 15.0 million is dependent upon the earlier of either:

i) availability of patient data showing that ChAdOx used in combination with SNAPvax results in non-inferior T cell responses as compared with ChAdOx used in combination with MVA in at least 8 patients, or ii) upon initiation of the first Phase 2b clinical study for any SNAPvax product candidate.

$ 25.0 million is dependent on a license or sale of any Avidea technology or product candidates i) developed wholly or in part by an Avidea employee or ii) covered by a claim of an issued patent or a patent application owned or controlled by Avidea at the time of closing.

The fair value of Contingent Consideration is considered a Level 3 fair value measurement and was determined using a probability weighted model based on the probability of pursuit, the probability of success of the achievement of the milestone, and the expected date of milestone achievement.

The liability for Contingent Consideration is remeasured at each reporting period until the contingency is resolved.

Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period.

The following table summarizes changes in the fair value of Contingent Consideration (in thousands):

Beginning balance

Change in fair value recognized in net income/(loss)

Settlement of contingency

Foreign exchange translation recognized in other comprehensive loss

Ending balance

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 2, 2022, the Company entered into an agreement with Scancell to out-license the SNAPvax which resulted in additional amount $ 0.3 million becoming payable in connection with the acquisition of Avidea.

The Company settled the liability in February 2023 by issuing a further 28,618 ADSs at $ 2.74 per ADS with the balance of $ 0.1 million paid in cash.

The shares issuable as of December 31, 2022, are included in outstanding shares in the calculation of basic earnings per share beginning on the date the contingency was resolved.

The Company incurred approximately $ 0.9 million in transaction costs related to the Avidea acquisition.

The transaction costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The estimate of fair value as of the acquisition date required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to developer margins, mark up on costs, opportunity costs and the applicable discount rates.

These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.

The allocation of purchase price to the identifiable assets acquired and liabilities assumed was as follows:

Recognized identifiable assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents

Accounts receivable

Prepaid, other current assets and non-current assets

Property and equipment, net

Developed technology

Accounts payable, accrued expenses, other current liabilities, and debt

Deferred tax liabilities, net

Net assets acquired

Estimated total purchase consideration

The purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill.

The recognized goodwill is attributable to the assembled workforce of Avidea and the anticipated synergies.

None of the goodwill resulting from the acquisition is deductible for tax purposes.

The acquisition of Avidea did not result in any changes to the Company’s operating or reportable segment structure and the Company continues to operate as one operating segment.

Developed technology was valued using the cost approach, which involved significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

The assumptions used in developing the valuation included the estimated market rate for salary, bonus and benefits for staff involved in the development of technology, a developer’s margin which reflects the profit margin a third party would earn on development activities and an opportunity cost which represents the foregone cashflows during the period of development.

The fair value of developed technology is amortized over a useful life of 10 years .

For the year ended December 31, 2021, Avidea contributed a net loss from operations of $ 0.3 million.

No revenue was earned during the year ended December 31, 2021, from the acquisition of Avidea.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Pro Forma Information

The following supplemental unaudited pro forma financial information presents the combined results of operations for each of the periods presented, as if the Avidea acquisition occurred on January 1, 2020.

The pro forma financial information is presented for illustrative purposes only, based on currently available information and certain estimates and assumptions we believe are reasonable under the circumstances, and is not necessarily indicative of future results of operations or the results that would have been reported if the Avidea Acquisition had been completed on January 1, 2020.

These results are adjusted to present (1) acquisition related cost as if they were incurred as of January 1, 2020 and (2) the amortization of developed technology and the unwinding of the discount on the consideration as if the fair value adjustment and the contingent consideration was recognized as January 1, 2020.

These results do not include any anticipated synergies or other expected benefits of the acquisition.

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss included in determining net income/ (loss) recognized in general and administrative expenses for the year ended December 31, 2022, and 2021, was a gain of $ 26.4 million and a gain of $ 0.3 million, respectively.

Net Income/(Loss) Per Share

The following table sets forth the computation of basic and diluted net income/ (loss) per share for the years ended December 31, 2022 and 2021 (in thousands, except number of shares and per share amounts):

Net income/ (loss)

The aggregate, net foreign exchange gain or loss included in determining net (loss)/income recognized in general and administrative expenses for the year ended December 31, 2023, and 2022, was a loss of $ 7.6 million and a gain of $ 26.4 million, respectively.

Net (Loss)/Income Per Share

The following table sets forth the computation of basic and diluted net (loss)/income per share for the years ended December 31, 2023 and 2022 (in thousands, except number of shares and per share amounts):

Year Ended December 31,

December 31, 2023 December 31, 2022

Net (loss)/income $ ( 73,447 ) $ 5,321

Net loss attributable to noncontrolling interest 100 21

Net income/ (loss) attributable to Vaccitech shareholders

Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders $ ( 73,347 ) $ 5,342

Weighted-average ordinary shares outstanding, basic 38,386,491 37,248,126

1 unchanged sentence

Weighted-average ordinary shares outstanding, diluted 38,386,491 38,169,307

Net income/ (loss) per share attributable to ordinary shareholders, basic

Net income/ (loss) per share attributable to ordinary shareholders, diluted

Potential ordinary shares issuable for stock options that are excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact are as follows:

Stock options

VACCITECH PLC

Net (loss)/income per share attributable to ordinary shareholders, basic $ ( 1.91 ) $ 0.14

Net (loss)/income per share attributable to ordinary shareholders, diluted $ ( 1.91 ) $ 0.14

Since the Company was in a loss position for 2023, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential ordinary share equivalents outstanding would have been anti-dilutive.

For the year ended December 31, 2023, 6,207,664 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

For the year ended December 31, 2022, 2,912,756 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Property and equipment, net consists of the following (in thousands):

2023 December 31,

Office furniture and equipment $ 1,108 $ 1,041

7 unchanged sentences

Intangible assets, net

The gross amount of amortizable intangible assets, consisting of developed technology, was $ 31.6 million as of December 31, 2022 and 2021, respectively, and accumulated amortization was $ 3.3 million and $ 0.2 million as of December 31, 2022 and 2021, respectively.

The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million at both December 31, 2023 and 2022 and accumulated amortization was $ 6.5 million and $ 3.3 million as of December 31, 2023 and 2022, respectively.

The amortization expense for the year ended December 31, 2023 was $ 3.2 million (December 31, 2022:

3 unchanged sentences

Prepaid and other current assets consist of the following (in thousands):

2023 December 31,

Prepayments and accrued income $ 5,402 $ 5,887

Value Added Tax receivable 3,031 —

Employee retention and payroll tax credit

Lease incentives receivable — 1,770

Other 1,474 611

Total $ 9,907 $ 8,268

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

2023 December 31,

Accrued manufacturing and clinical expenses $ 4,003 $ 2,997

Accrued board of director compensation

Accrued bonus 2,412 1,925

2 unchanged sentences

Accrued other 1,066 941

VACCITECH PLC

Total $ 9,212 $ 8,061

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Out-licenses and Grants

BARDA contract

BARDA is a division of the U.S.

Department of Health and Human Services in the Office of the Assistant Secretary for Preparedness and Response that supports the advanced research and development, manufacturing, acquisition and stockpiling of medical countermeasures.

Our contracts with BARDA, like those awarded by other U.S.

government agencies, contain provisions not typically found in commercial contracts.

Most notably, BARDA, or the U.S.

government acting through BARDA, may terminate, modify or amend our contract, in whole or in part, for nearly any reason or no reason.

In February 2019, the Company entered into an agreement with BARDA to fund its clinical development of an influenza vaccine known as VTP-100.

Under the contract, BARDA will reimburse the Company up to $ 8.6 million over two years for the research and development of VTP-100 through Investigational New Drug application, regulatory review, and development and execution of a Phase 2b human challenge protocol to assess safety, immunogenicity and efficacy as compared to placebo.

The Company owns the intellectual property rights to inventions made in the performance of work under the BARDA contract, provided that the Company discloses such inventions to the U.S.

government and notifies the U.S.

government of the Company’s election to retain title.

government will have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, such inventions throughout the world, in addition to other rights customarily reserved by the U.S.

government for intellectual property generated using government funds.

During the year ended December 31, 2022, the Company recognized $ 9 thousand (December 31, 2021:

$ 184 thousand) in revenue under the BARDA contract and had outstanding receivable of $nil as of December 31, 2022 (2021:

$ 18 thousand receivable).

In April 2020, the Company entered into an Amendment, Assignment and Revenue Sharing Agreement (“License Agreement Amendment”) with Oxford University Innovation, or OUI, which vested and assigned all intellectual property rights in relation to any ChAdOx1 or ChAdOx2 vector-based vaccine jointly owned by the Company and OUI in order to facilitate the license of vaccines based on the ChAdOx1 by OUI to AstraZeneca plc (“AstraZeneca”).

5 unchanged sentences

On March 28, 2022, pursuant to the OUI License Agreement Amendment, we were notified of the commencement of payments, arising from AstraZeneca’s commercial sales of Vaxzevria.

Under the terms of an exclusive worldwide license agreement between OUI and AstraZeneca, we understand OUI is entitled to milestone payments and royalties on commercial sales of Vaxzevria that began after the pandemic period.

Under the terms of an exclusive worldwide license agreement between OUI and AstraZeneca, OUI is entitled to milestone payments and royalties on commercial sales of Vaxzevria that began after the pandemic period.

As part of the assignment from us to OUI, we are entitled to receive approximately 24 % of payments received by OUI from AstraZeneca.

For the year ended December 31, 2022, we recognized approximately $ 43.7 million as revenue (year ended December 31, 2021:

$nil) and had an outstanding receivable of $ 5.5 million as of December 31, 2022 (2021;

For the year ended December 31, 2023, the Company recognized approximately $ 0.8 million as revenue (year ended December 31, 2022:

$ 43.7 million) and had an outstanding receivable of nil as of December 31, 2023 (2022:

$ 5.5 million).

There is no guarantee that further payments will be received pursuant to the agreement in the future and, if such payments are made, that we will be notified of such payments in a timely manner.

Scancell contract

On November 2, 2022, the Company entered into an agreement with Scancell to grant a research and development license, consisting of upfront and development milestone and royalty payments, for the development and commercialization of the SNAPvax functional intellectual property.

The Company recognized non-refundable upfront revenue, amounting to $ 0.7 million for the year ended December 31, 2022.

As of December 31, 2022, $ 0.3 million was recorded as a receivable.

VACCITECH PLC

The Company recognized non-refundable upfront revenue, amounting to nil for the year ended December 31, 2023 (December 31, 2022:

$ 0.7 million).

As of December 31, 2023, nil was recorded as a receivable (December 31, 2022:

$ 0.3 million).

Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement

On December 20, 2023, Barinthus Biotherapeutics (UK) Limited (the “Company”), the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with the Company, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI will provide funding of up to $ 34.8 million to the Company to advance the development of VTP-500, the Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).

In December 2023, VTP-500 received PRIME (PRIority MEdicines) designation by the European Medicines Agency.

Pursuant to the Funding Agreement, the Company has agreed to pay CEPI on a country-by-country basis increasing mid-single digit percentage royalties of net sales and net income with respect to future cash sales of VTP-500, less certain deductions, for a period starting on December 20, 2023 (“Effective Date”) and ending the later of:

(i) the expiration of the last valid patent claim included in intellectual property developed under the Project covering VTP-500 in such country, (ii) the expiration of Regulatory Exclusivity (as defined in the Funding Agreement) for VTP-500 in such country, and (iii) the tenth ( 10 th) anniversary of the first commercial sale of VTP-500 (the “Royalty Term”).

The Company shall also pay CEPI a mid-double digit percentage of net revenue earned on VTP-500 until CEPI has received payments from the Company under the Funding Agreement equaling the total amount of funding paid by CEPI to the Company and a low double-digit percentage of such net revenue thereafter.

Sales for the benefit of end users in specified low and middle income countries

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(“LMICs”) and upper and middle income countries (“UMICs”) are excluded from the calculations of net sales and net revenue.

Sales of product for the benefit of end users in LMICs and UMICs are subject to tiered discounted pricing requirements under the Funding Agreement.

The Company is further required to pay a mid-double digit percentage of any proceeds earned on any priority review voucher related to VTP-500 during the Royalty Period.

For the year ended December 31, 2023, no proceeds have been received and no income has been recognized in relation to this contract as no activities eligible for the funding were undertaken during the period.

Contract assets and liabilities

5 unchanged sentences

Changes in the contract liabilities during the years ended December 31, 2023 and 2022, are as follows (in thousands):

2023 December 31,

Beginning balance $ — $ 182

2 unchanged sentences

Ending balance $ — $ —

1 Indicates amount less than one thousand

Convertible loan notes

The Company recognized interest expense $ 2.7 million and a change in fair value $ 6.0 million in relation to the conversion and redemption features embedded in the convertible loan notes in the condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2021.

The Series B funding on March 15, 2021, constituted a qualified equity financing in accordance with the terms of the convertible loan notes.

As a result, the convertible loan notes were converted on March 15, 2021, into 12,421 Series B Shares with the conversion price being 0.8 times the Series B Shares issue price.

The conversion was accounted for as an extinguishment of the convertible loan notes.

As a result, the 12,421 Series B preferred shares issued on conversion were recognized at the settlement-date fair value of the Series B shares ($ 53.7 million) and a loss of $ 13.8 million was recognized in earnings for the difference between (1) the fair value of those shares and (2) the sum of the carrying amounts of the convertible loan notes ($ 25.6 million) and the bifurcated conversion and redemption feature liability ($ 14.4 million).

The Company valued the cash redemption features based on the difference of the present value of cash flows with and without the redemption features.

The conversion features upon a nonqualified equity financing and qualified equity financing were valued based on the conversion formula stated in the convertible agreement, present valued at the risk-free rate for the expected period until the nonqualified equity financing and qualified equity financing (assumed and adjusted for the present value of cash flows of debt without the feature.

The conversion features upon an exit event or maturity were valued using a Monte Carlo simulation model to fair value the convertible loan notes upon an exit event and maturity adjusted for the cash redemption value discounted at the risk-free rate.

The probability of exercise of conversion feature or the cash redemption upon an exit event, nonqualified equity financing, qualified equity financing and maturity ranged from 5 % - 75 %, the risk-free rate was 0.22 % and the market cost of debt without the features was 11.80 %.

The fair value of the embedded derivatives is a Level 3 valuation with the significant unobservable inputs being the probability of exercise of conversion and cash redemption features.

Significant judgment is employed in determining the appropriateness of certain of these inputs.

Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The changes in the fair value of the embedded derivatives in the convertible loan notes were as follows (in thousands):

Beginning balance

Change in fair value recognized in the net loss

Settlement via conversion

Foreign exchange translation

Ending balance

Series A and Series B Shares

On March 15, 2021, the Company issued 28,957 Series B preferred shares (“Series B Shares”) amounting to $ 125.2 million and incurred transaction costs of $ 3.4 million.

On March 31, 2021, the Company subdivided each of the Series A shares and Series B shares (including the Series B shares issued on conversion of the convertible loan notes) into one share of the same class and one deferred A share with a nominal value of £ 1.00 per share.

On May 4, 2021 prior to the closing of the Company’s initial public offering and pursuant to the terms of its articles of association, all of the Series A Shares and Series B Shares were converted into 19,603,887 ordinary shares, 570,987 deferred B shares and 19,603,887 deferred C shares.

Ordinary Shares

4 unchanged sentences

In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.

Holders of the ordinary shares are entitled to dividend, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds.

Holders of the ordinary shares are entitled to dividends, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds.

Voting Rights:

5 unchanged sentences

In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years ) to remain effective.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders.

1 unchanged sentence

This disapplication will need to be renewed upon expiration (i.e., at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 6, 2023, we held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from preemption rights.

Pursuant to such approval, our board of directors was authorized to allot shares up to an aggregate nominal amount of £ 1,928 free from statutory preemption rights.

As of December 31, 2023, the Company has reserved the following ordinary shares for future issuance:

1 unchanged sentence

Shares available for future stock incentive plan awards 1,623,840

Total 7,831,504

Deferred shares

2 unchanged sentences

The deferred shares shall confer on the holders thereof no further right to participate in the assets of the Company.

On March 29, 2023, all deferred B shares (nominal value of £ 0.01 each) and deferred C shares (nominal value of £ 0.00000736245954692556 each) previously in issue were transferred back to the Company and subsequently cancelled.

These deferred shares had previously been issued to certain pre-IPO shareholders in connection with the implementation of certain stages of the Company’s pre-IPO share capital reorganization.

The Company received shareholder pre-approval on April 21, 2021 (pursuant to the shareholder resolutions passed on that date) in order to effect the transfer back and cancellation of the deferred shares for nil consideration in accordance with sections 659 and 662 of the Companies Act 2006.

The Company’s deferred A shares with a nominal value of £ 1.00 each remain in issue for the purposes of satisfying the minimum share capital requirements for a public limited company as prescribed by the Companies Act 2006.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of December 31, 2023, the Company had a contingent consideration liability of $ 1.8 million related to the acquisition of Avidea Technologies, Inc.

The fair value of the contingent consideration is a Level 3 valuation with the significant

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement.

Significant judgment is employed in determining the appropriateness of certain of these inputs.

The following table summarizes changes in the fair value of Contingent Consideration (in thousands):

Year ended December 31, 2023 Year ended December 31, 2022

Beginning balance $ 1,711 $ 2,371

Change in fair value recognized in net loss 55 ( 73 )

Settlement of contingency ( 163 ) ( 325 )

Foreign exchange translation recognized in other comprehensive loss 219 ( 262 )

Ending balance $ 1,823 $ 1,711

The following table summarizes changes in goodwill (in thousands):

2023 Year ended

Beginning balance $ 12,209 $ 12,630

Measurement period adjustments — ( 421 )

Ending balance $ 12,209 $ 12,209

Share-Based Compensation

On April 8, 2021, the Board of the Company adopted the Vaccitech plc Share Award Plan 2021 (“the Plan”) and the Vaccitech plc Non-Employee Sub-Plan which is a sub-plan of the Plan.

On April 8, 2021, the Board of the Company adopted the Barinthus Biotherapeutics plc Share Award Plan 2021 (“the Plan”) and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan which is a sub-plan of the Plan.

Under the terms of the Plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights and restricted shares.

The aggregate number of shares initially available for issuance under the Plan and the Vaccitech plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”).

The aggregate number of shares initially available for issuance under the Plan and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”).

Beginning calendar year 2023, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4 % of the Company’s issued and outstanding ordinary shares (which 4 % limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Compensation Committee of the Board in its discretion (the “Annual Increase”).

In accordance with the terms of the Annual Increase, the total number of ordinary shares available for issuance under the Plan increased by 1,507,341 of January 1, 2023.

The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date.

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The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the board of directors and generally expire ten years from the grant date.

Option awards generally vest over one to three years , but vesting conditions can vary at the discretion of the Company’s board of directors.

Option awards generally vest over three years , but vesting conditions can vary at the discretion of the Company’s board of directors.

A total of 3,530,634 ordinary shares were reserved for issuance in accordance with the provisions of the EMI Plan and restricted stock unit (“RSUs”) plan.

Upon adoption of the Plan, no further awards are to be made under the EMI Plan.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:

5 unchanged sentences

Expected volatility:

Since there is insufficient trading history for the Company’s ordinary shares, the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options.

To the extent that volatility of our share price increases in the future, our estimates of the fair value of options to be granted in the future could increase, thereby increasing share-based payment

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expense in future periods.

When selecting industry peers to be used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage.

The Company intends to continue to consistently apply this process using the same or similar public companies until sufficient historical information on volatility of its share price becomes available.

The Company applied this process consistently using the same or similar public companies until 2023.

Expected term (years):

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A summary of stock option activity is presented below:

Stock Options Weighted-

Option Weighted-

Term (Years) Aggregate

Intrinsic Value

Stock Options

(in thousands)

Outstanding, January 1, 2023 4,884,720 $ 9.04 7.36 $ 2,619

Granted 2,288,236 2.51

Exercised ( 72,386 ) 0.00026

Forfeited/expired ( 892,906 ) 7.30

1 unchanged sentence

Exercisable, December 31, 2023 2,839,791 $ 8.91 7.33 $ 2,883

On April 22, 2021, the exercise price of 267,903 options was changed from $ 0.0004 (£ 0.0003 ) to $ 4.84 (£ 3.49 ) in order to enable employees to benefit from tax advantages under the Enterprise Management Incentive Scheme.

This modification did not result in an incremental compensation cost and the Company continues to recognize compensation cost on these options equal to the grant date fair value of the original award.

The weighted-average grant date per-share fair value of stock options granted during the year ended December 31, 2023 was $ 1.99 per share (December 31, 2022:

4 unchanged sentences

$ 7.1 million) of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.60 years.

No Restricted Stock Units (“RSUs”) were issued or outstanding for the year ended December 31, 2022.

During the year ended December 31, 2021, 514,923 restricted stock units (including with 275,139 restricted stock units as a result of the antidilution provision) vested on occurrence of the IPO resulting in $ 5.8 million recognized as compensation cost.

The incremental compensation cost as a result of the anti dilution provision was $ 4.4 million.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):

Year ended December 31, 2023 Year ended December 31, 2022

Research and development $ 2,011 $ 2,668

General and administrative 3,044 7,209

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of income tax benefit are as follows (in thousands):

Current income tax benefit:

Total $ 5,055 $ 9,877

(Loss) income before income taxes are as follows (in thousands):

2023 Year ended

United Kingdom $ ( 50,534 ) $ 15,511

United States ( 24,507 ) ( 14,648 )

Other foreign ( 1,481 ) ( 13 )

(Loss)/income before income taxes $ ( 76,522 ) $ 850

The components of income tax benefit are as follows (in thousands):

2023 Year ended

Current income tax benefit/(expense):

United States $ ( 28 ) $ 133

Other Foreign ( 45 ) —

Deferred income tax benefit:

United Kingdom

Total income tax benefit, current

A reconciliation of income tax benefit computed at the UK statutory income tax rate to income tax benefit (expense) as reflected in the consolidated financial statements is as follows:

United States 3,148 4,338

Total income tax benefit $ 3,075 $ 4,471

A reconciliation of the UK statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows:

2023 Year ended

Statutory tax rate 23.52 % 19.00 %

7 unchanged sentences

Effective tax rate 4.07 % ( 510.69 ) %

VACCITECH PLC

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

2023 December 31,

Deferred tax assets:

10 unchanged sentences

Deferred tax liabilities:

Depreciation ( 1,652 ) ( 1,704 )

Right-of-use lease asset ( 1,922 ) ( 1,993 )

6 unchanged sentences

As a result of the capitalization of these costs in the current year, the Company has recorded a $ 4.2 million deferred tax asset (2022:

$ 2.5 million).

As of December 31, 2023, the Company had a valuation allowance of $ 25.1 million (2022:

4 unchanged sentences

When the Company changes its determination as to the amount of its deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made.

As of December 31, 2022, the Company had NOL carryforwards totaling approximately $ 39.6 million which have an unlimited carryforward period, of which $ 35.1 million originate in the United Kingdom.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023 and 2022 related primarily to the increase in net operating loss and credit carryforwards, and were as follows:

2023 Year ended

Valuations allowance at beginning of year $ 13,707 $ 13,500

Changes in valuation allowance arising from in-year additions 1,052 —

Increases recorded to income tax provision 9,605 1,500

Foreign exchange translation 693 ( 1,293 )

Valuation allowance at end of year $ 25,057 $ 13,707

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, the Company had net operating loss ("NOL") carryforwards totaling approximately $ 92.7 million which have an unlimited carryforward period, of which $ 74.2 million originate in the United Kingdom.

As of December 31, 2023, the Company had $ 0.04 million of research and development tax credit carryforwards which also have an unlimited carryforward period.

2 unchanged sentences

As of December 31, 2023 and 2022, the Company does not have any material unrecognized tax benefit liabilities.

The Company files income tax returns in the United Kingdom, Australia, and the United States.

The Company files corporation/income tax returns in the United Kingdom, Australia, and the United States.

The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

In the United Kingdom, tax years from 2019 remain subject to examination by Her Majesty’s Revenue and Customs.

In the United Kingdom, tax years from 2020 remain subject to examination by HMRC.

In all other jurisdictions, the tax years since inception remain subject to examination by the applicable taxing authorities as of December 31, 2023 and 2022.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

In-License Agreements

The Company is party to a number of licensing agreements, most of which are with related parties.

These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications.

The Company is party to a number of licensing agreements, these agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications.

As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value.

13 unchanged sentences

The Company has provided the lessor with a refundable security deposit of $ 0.7 million which is included in Other assets.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Germantown, Maryland

4 unchanged sentences

The Company has provided the lessor with a refundable security deposit of $ 0.2 million which is included in Other assets.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term.

The Company’s right-of-use assets and lease liabilities are as follows (in thousands):

2023 December 31,

Right-of-use asset $ 7,581 $ 7,753

1 unchanged sentence

Lease liability, noncurrent $ 11,191 $ 8,340

Other information

Operating cash flows from operating leases $ 639 $ 1,081

Weighted average remaining lease term (years) 8.93 9.44

Weighted average discount rate 7.5 % 7.6 %

Other information

Short-term lease costs $ 189 $ 529

Operating cash flows from operating leases

During the year ended December 31, 2022, the Company recorded $ 2.3 million (December 31, 2021:

$ 0.7 million) in operating lease costs (including short-term lease costs and variable lease costs).

Fixed Lease Costs $ 883 $ 1,216

Total lease cost

$ 1,072 $ 1,745

Maturities of the Company’s minimum lease liabilities as of December 31, 2023 were as follows (in thousands):

Maturity of lease liabilities:

Thereafter 7,999

Total minimum lease payments 17,675

5 unchanged sentences

The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employee Benefit Plans

7 unchanged sentences

During the year ended December 31, 2023, the Company provided a total of $ 0.7 million (December 31, 2022:

$ 0.2 million) in contribution under both the U.K.

$ 0.5 million) in contributions under both the U.K.

Plan and the 401(k) plans.

VACCITECH PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

During the year ended December 31, 2022, the Company incurred expenses of $ 126 thousand (December 31, 2021:

$ 318 thousand) to its shareholder, Oxford Science Enterprises plc (formerly, Oxford Sciences Innovation plc), mostly related to the lease of a laboratory and office space in Oxford.

The Company also received proceeds of $ 368 thousand from the sale of property plant and equipment and earned a profit of $ 331 thousand for the year ended December 31, 2022.

As of December 31, 2022, the Company owed $ 7 thousand (2021:

$ 32 thousand) to Oxford Science Enterprises plc.

During the year ended December 31, 2022, the Company incurred expenses of $ 361 thousand (December 31, 2021:

$ 191 thousand) to its shareholder, the University of Oxford, related to clinical study costs.

As of December 31, 2022, the Company owed $nil (2021:

During the year ended December 31, 2022, the Company incurred expenses of $ 430 thousand (December 31, 2021:

$ 379 thousand), and recognized license revenue of $ 43.7 million (December 31, 2021:

$ nil ) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of December 31, 2022, the Company was owed $ 5.5 million (2021:

$nil) from Oxford University Innovation Limited.

During the year ended December 31, 2022, the Company incurred expenses of $ 1 thousand (December 31, 2021:

$ 80 thousand), to its shareholder, the Oxford University Hospitals, related to clinical study costs.

During the year ended December 31, 2023, the Company incurred expenses of $ 0.4 million (December 31, 2022:

$ 0.4 million) from its shareholder, the University of Oxford, related to clinical study costs.

As of December 31, 2023, the Company owed nil (2022:

There were no convertible loan notes outstanding during the year ended December 31, 2022.

During the year ended December 31, 2021, the interest on convertible loan notes issued to Oxford Science Enterprises plc and the University of Oxford, shareholders of the Company, was $ 429 thousand.

There were no convertible loan notes outstanding as of December 2022 and 2021.

There were no Series B shares issued for the year ended December 31, 2022.

On March 15, 2021 Oxford Science Enterprises plc subscribed to 3,468 Series B Shares in an amount of $ 15.0 million.

The Company also recognized a loss of $ 2.1 million on the conversion of the convertible loan notes into 2,008 Series B Shares.

On May 4, 2021, prior to the closing of the Company’s initial public offering and pursuant to the terms of its articles of association, the Series B Shares were converted into 1,692,084 ordinary shares.

As of December 31, 2022 and 2021, there were no Series B Shares outstanding.

During the year ended December 31, 2023, the Company incurred expenses of $ 0.6 million (December 31, 2022:

$ 0.4 million) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of December 31, 2023, the Company owed $ 2 thousand (December 31, 2022:

nil ) to Oxford University Innovation Limited.

During the year ended December 31, 2023, the Company recognized license revenue of $ 0.8 million (December 31, 2022:

$ 43.7 million) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of December 31, 2023, the Company was owed nil (2022:

$ 5.5 million) from Oxford University Innovation Limited.

Subsequent Events

In accordance with the terms of the Annual Increase of the Vaccitech plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4 % of the Company’s issued and outstanding ordinary shares as of January 1, 2023.

In the period from January 1, 2023, to February 28, 2023, we raised gross proceeds of $ 1.4 million from the issuance of 506,478 ordinary shares represented by ADSs through “at-the-market” offerings under the sales agreement with Jefferies LLC.

In January and February 2023, the Company granted a total of 1,973,529 share options to employees and directors with a weighted average exercise price of $ 2.53 .

On January 18, 2023, we incorporated Vaccitech Switzerland GmbH, a wholly owned subsidiary of Vaccitech (UK) Limited.

In February 2023, we settled a portion of the technology milestone related to the acquisition of Avidea, through the payment of $ 0.1 million in cash and the issuance of 28,618 ordinary shares.

In accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4 % of the Company’s issued and outstanding ordinary shares as of January 1, 2024.

In January 2024, the Company granted a total of 1,592,423 share options to employees and directors with a weighted average exercise price of $ 3.70 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures