What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-08 · 128 added, 95 removed, 335 unchanged (40% of the section changed)

3 unchanged sentences

(Unaudited) (In thousands, except share and per share data)

September 30,

2024 December 31,

16 unchanged sentences

Operating lease liabilities, current 1,097 1,388

Interest-bearing loans and borrowings, current

Total current liabilities 266,249 139,021

2 unchanged sentences

Operating lease liabilities, non-current 41,271 34,633

Interest-bearing loans and borrowings 438,121 48,011

Interest-bearing loans and borrowings, non-current

390,488 48,011

Total liabilities $ 706,811 $ 228,158

Shareholders’ equity

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 97,454 and £ 109,355 shares as of June 30, 2024 and December 31, 2023, respectively, and 50,017,606 and 49,725,649 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of June 30, 2024 and December 31, 2023.

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 97,454 and £ 109,355 shares as of September 30, 2024 and December 31, 2023, respectively, and 50,025,620 and 49,725,649 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023.

Additional paid-in capital 1,180,854 1,149,643

5 unchanged sentences

Immunocore Holdings plc

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited) (In thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

10 unchanged sentences

Interest expense ( 4,290 ) ( 1,321 ) ( 11,806 ) ( 3,845 )

Foreign currency loss

Foreign currency gain (loss)

3,963 11,246 1,049 ( 647 )

1 unchanged sentence

8,962 ( 192 ) 13,205 ( 706 )

Net loss before income taxes ( 10,130 ) ( 16,823 ) ( 34,209 ) ( 35,979 )

Income tax expense

Net income (loss) before income taxes

6,093 731 ( 28,116 ) ( 35,249 )

Net loss $ ( 11,616 ) $ ( 17,014 ) $ ( 36,052 ) $ ( 36,463 )

Other comprehensive income:

Income tax benefit (expense)

2,643 175 800 ( 308 )

Net income (loss)

$ 8,736 $ 906 $ ( 27,316 ) $ ( 35,557 )

Other comprehensive income (loss):

Exchange differences on translation of foreign operations 3,247 ( 14,951 ) 5,088 ( 746 )

Total comprehensive loss ( 10,672 ) ( 10,243 ) ( 34,211 ) ( 22,258 )

Basic and diluted net loss per share $ ( 0.23 ) $ ( 0.35 ) $ ( 0.72 ) $ ( 0.75 )

Basic and diluted weighted-average number of shares outstanding 50,014,086 48,694,047 49,944,767 48,440,318

Total comprehensive income (loss)

11,983 ( 14,045 ) ( 22,228 ) ( 36,303 )

Basic net income (loss) per share

$ 0.17 $ 0.02 $ ( 0.55 ) $ ( 0.73 )

Basic weighted-average number of shares outstanding

50,021,939 49,134,037 49,971,267 48,671,732

Diluted net income (loss) per share

$ 0.17 $ 0.02 $ ( 0.55 ) $ ( 0.73 )

Diluted weighted-average number of shares outstanding

52,808,434 54,158,967 49,971,267 48,671,732

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

3 unchanged sentences

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

deficit Accumulated other comprehensive (loss) income Total Shareholders' Equity

deficit Accumulated other comprehensive income (loss)

Total Shareholders' Equity

Shares Amount Shares Amount

As of March 31, 2024

As of December 31, 2023

49,725,649 $ 134 5,793,501 $ 1 $ 1,149,643 $ ( 744,674 ) $ ( 36,261 ) $ 368,843

3 unchanged sentences

Share-based compensation expense — — — — 9,017 — — 9,017

As of June 30, 2024

50,017,606 $ 135 5,793,501 $ 1 $ 1,174,147 $ ( 780,726 ) $ ( 34,420 ) $ 359,137

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

deficit Accumulated other comprehensive (loss) income Total Shareholders' Equity

Shares Amount Shares Amount

As of March 31, 2024

6 unchanged sentences

50,017,606 $ 135 5,793,501 $ 1 $ 1,174,147 $ ( 780,726 ) $ ( 34,420 ) $ 359,137

— — — — — 8,736 — 8,736

Other comprehensive income — — — — — — 3,247 3,247

Exercise of share options 8,014 — — — 198 — — 198

Share-based compensation expense — — — — 6,509 — — 6,509

As of September 30, 2024

50,025,620 $ 135 5,793,501 $ 1 $ 1,180,854 $ ( 771,990 ) $ ( 31,173 ) $ 377,827

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

6 unchanged sentences

As of December 31, 2022

48,088,346 $ 129 5,793,501 $ 1 $ 1,082,833 $ ( 689,387 ) $ ( 54,673 ) $ 338,903

Net loss — — — — — ( 19,449 ) — ( 19,449 )

2 unchanged sentences

Share-based compensation expense — — — — 8,258 — — 8,258

As of June 30, 2024 50,017,606 $ 135 5,793,501 $ 1 $ 1,174,147 $ ( 780,726 ) $ ( 34,420 ) $ 359,137

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

deficit Accumulated other comprehensive (loss) income Total Shareholders' Equity

Shares Amount Shares Amount

As of December 31, 2022 48,088,346 $ 129 5,793,501 $ 1 $ 1,082,833 $ ( 689,387 ) $ ( 54,673 ) $ 338,903

As of March 31, 2023

48,379,409 $ 130 5,793,501 $ 1 $ 1,097,248 $ ( 708,836 ) $ ( 47,239 ) $ 341,304

Net loss — — — — — ( 17,014 ) — ( 17,014 )

3 unchanged sentences

As of June 30, 2023

48,941,349 $ 132 5,793,501 $ 1 $ 1,117,625 $ ( 725,850 ) $ ( 40,468 ) $ 351,440

— — — — — 906 — 906

Other comprehensive loss

— — — — — — ( 14,951 ) ( 14,951 )

Exercise of share options 1,349,910 1 — — 10,375 — — 10,376

Share-based compensation expense — — — — 8,199 — — 8,199

As of September 30, 2023

50,291,259 $ 133 5,793,501 $ 1 $ 1,136,199 $ ( 724,944 ) $ ( 55,419 ) $ 355,970

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

2 unchanged sentences

(Unaudited) (In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

3 unchanged sentences

Depreciation 3,038 3,058

Unrealized foreign exchange losses

Unrealized foreign exchange gains, net

( 3,982 ) ( 9 )

Unrealized gains on marketable securities

Non-cash lease expense 1,352 1,210

Other 1,535 197

Changes in assets and liabilities:

1 unchanged sentence

(Increase) decrease in prepayments and other current assets ( 5,910 ) 18,050

Increase (decrease) in accounts payable

1,388 ( 1,130 )

Increase in accounts payable 2,164 2,962

Increase in accrued expenses 72,728 23,109

Decrease in deferred revenue

Decrease in operating lease liabilities ( 1,136 ) ( 906 )

Decrease (increase) in other operating assets

( 1 ) ( 6,010 )

(Decrease) increase in operating lease liabilities

( 1,208 ) 645

Increase in other operating assets

( 4,515 ) ( 2,676 )

Increase in other operating liabilities

21 unchanged sentences

$ ( 352 ) $ ( 220 )

Purchases of property and equipment in accrued expenses and other current liabilities $ — $ 239

Purchases of property and equipment in accounts payable

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

17 unchanged sentences

Certain information and footnote disclosures have been condensed or omitted as permitted under U.S.

The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period.

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period.

Use of estimates

7 unchanged sentences

Significant accounting policies

With the exception of the below polices, the significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 are consistent with those described in No te 2.

With the exception of the below polices, the significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 are consistent with those described in No te 2.

"Summary of Significant Accounting Policies" in the Company’s Annual Report.

5 unchanged sentences

Any relevant costs arising from the clinical trial are expensed as incurred and recorded in research and development expenses.

The Company has announced the randomization of the first patient in the PRISM-MEL 301 trial in June 2024.

There has been no impact to the condensed consolidated financial statements as of June 30, 2024 relating to the Company’s collaboration with BMS.

The Company announced the randomization of the first patient in the PRISM-MEL 301 trial in June 2024.

There has been no impact to the condensed consolidated financial statements as of September 30, 2024 relating to the Company’s collaboration with BMS.

Convertible senior notes

4 unchanged sentences

Costs directly associated with the borrowing have been capitalized and are netted against the corresponding debt liabilities in the Company’s Condensed Consolidated Balance Sheets at issuance and amortized over the contractual term of the convertible debt instrument using the effective interest rate method.

“Non-current interest-bearing loans and borrowings” for additional information.

“Current and non-current interest-bearing loans and borrowings” for additional information.

Foreign currencies

19 unchanged sentences

Where financial and non-financial assets and liabilities are measured at fair value, the Company uses appropriate valuation techniques for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

As of June 30, 2024 and December 31, 2023, the Company held $ 383.1 million and $ 331.0 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents.

In addition, as of June 30, 2024, and December 31, 2023, the Company held $ 354.6 million and $ 0 of marketable securities, respectively, including unrealized gains of $ 4.6 million and $ 0 , respectively.

As of September 30, 2024 and December 31, 2023, the Company held $ 410.2 million and $ 331.0 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents.

In addition, as of September 30, 2024 and December 31, 2023, the Company held $ 363.5 million and $ 0 of marketable securities, respectively, including unrealized gains of $ 13.5 million and $ 0 , respectively.

The fair value of these cash equivalents and marketable securities is based on quoted prices from active markets (Level 1 inputs).

1 unchanged sentence

The fair value of borrowings under the Notes and Pharmakon Loan Agreement (disclosed in Note 5.

“Non-current interest-bearing loans and borrowings”) were based on Level 2 inputs, which include observable inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk, and the contractual terms of debt instruments.

“Current and non-current interest-bearing loans and borrowings”) were based on Level 2 inputs, which include observable inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk, and the contractual terms of debt instruments.

After initial recognition, borrowings are measured at amortized cost using the effective interest method.

5 unchanged sentences

The Company is currently assessing the impact of this final rule and the order to stay the rule on its disclosures.

During the three and six months ended June 30, 2024, the Company recognized $ 75.3 million and $ 145.7 million, respectively, (2023:

During the three and nine months ended September 30, 2024, the Company recognized $ 80.2 million and $ 225.9 million, respectively, (2023:

$ 62.6 million and $ 171.1 million, respectively) of net product revenue relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities as set out in the Company’s accounting policies included in the Annual Report.

Product revenue, net from the sale of KIMMTRAK is presented by country / region based on the location of the end customer below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Total product revenue, net $ 80,248 $ 62,629 $ 225,937 $ 171,142

Product revenue, net for the three and six months ended June 30, 2024 includes $ 5.0 million and $ 7.2 million respectively (2023:

Product revenue, net for the three and nine months ended September 30, 2024 included $ 2.8 million and $ 10.1 million respectively (2023:

$ 0.6 million and $ 2.6 million, respectively), of partnered revenue under the Company's agreement with Medison Pharma Ltd ("Medison"), and such revenue is split between its European and international markets.

Accounts receivable from contracts with customers

Accounts receivable as of June 30, 2024 and December 31, 2023 was $ 60.2 million and $ 52.1 million, respectively.

Accounts receivable as of September 30, 2024 and December 31, 2023 was $ 63.7 million and $ 52.1 million, respectively.

An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability.

Expected credit losses as of June 30, 2024 and December 31, 2023 were immaterial.

Expected credit losses as of September 30, 2024 and December 31, 2023 were immaterial.

Accruals for rebates, chargebacks and returns

Current and non-current accruals for rebates, chargebacks and returns as of June 30, 2024 were as follows (in thousands):

Current and non-current accruals for rebates, chargebacks and returns as of September 30, 2024 were as follows (in thousands):

Rebates Chargebacks Returns Total

3 unchanged sentences

Credits and payments made ( 14,557 ) ( 23,172 ) ( 1,271 ) ( 39,000 )

As of June 30, 2024 $ 104,451 $ 1,957 $ 615 $ 107,023

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 1.5 million and $ 0 as of June 30, 2024 and December 31, 2023, respectively, which are not expected to be paid in the twelve months from the balance sheet date.

For accruals for rebates, chargebacks and returns reported as of December 31, 2023 where the uncertainty remains unresolved, additional information in the three and six months ended June 30, 2024 resulted in a change in estimate of $ 5.8 million and $ 11.2 million, respectively, net increase to the Company’s total accrued revenue deductions as of June 30, 2024.

As of September 30, 2024 $ 131,505 $ 1,703 $ 365 $ 133,573

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 2.3 million and $ 0 as of September 30, 2024 and December 31, 2023, respectively, which are not expected to be paid in the twelve months from the balance sheet date.

For accruals for rebates, chargebacks and returns reported as of December 31, 2023 where the uncertainty remains unresolved, additional information in the three and nine months ended September 30, 2024 resulted in a change in estimate of $ 1.4 million and $ 12.6 million, respectively, net increase to the Company’s total accrued revenue deductions as of September 30, 2024.

Deferred revenue

Non-current deferred revenue as of June 30, 2024 and December 31, 2023 relates to $ 5.0 million received from Medison in the year ended December 31, 2023.

Non-current deferred revenue as of September 30, 2024 and December 31, 2023 relates to $ 5.0 million received from Medison in the year ended December 31, 2023.

The Company expects to recognize revenue for this combined performance obligation of supplying KIMMTRAK and granting Medison the exclusive right to distribute KIMMTRAK in South America with the sale of products following potential regulatory approvals in South America.

The Company estimates that product revenue recognition of this non-current deferred revenue will commence later than June 30, 2025.

The Company estimates that product revenue recognition of this non-current deferred revenue will commence after September 30, 2025.

Accrued expenses and other current liabilities

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

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

September 30,

2024 December 31,

8 unchanged sentences

$ 197,224 $ 119,835

“Revenue” for a detailed breakdown of rebates, chargebacks, other customer fees and returns.

“Revenue” for a breakdown of rebates, chargebacks and returns.

Clinical accruals primarily represent unbilled work undertaken by contract research organizations ("CROs") as part of the advancement of the Company's clinical programs.

Non-current interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings consists of the following as of June 30, 2024 (in thousands):

Current and non-current interest-bearing loans and borrowings

Current and non-current interest-bearing loans and borrowings consisted of the following as of September 30, 2024 (in thousands):

Principal Amount

5 unchanged sentences

50,000 ( 1,793 ) 48,207 55,293 Level 2

Non-current interest-bearing loans and borrowings consists of the following as of December 31, 2023 (in thousands):

Current and non-current interest-bearing loans and borrowings consisted of the following as of December 31, 2023 (in thousands):

Principal Amount

5 unchanged sentences

50,000 ( 1,989 ) 48,011 46,100 Level 2

Interest expense consists of the following (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Interest expense consisted of the following (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Amortization of debt issuance costs

511 — 1,343 —

Pharmakon loan

22 unchanged sentences

The first tranche of $ 50 million bears interest at a fixed rate of 9.75 %, which is payable quarterly in arrears, with payments commencing in 2023.

The Company was required to pay a further fee of $ 1.25 million at the latest by June 2024, regardless of whether it elected to draw down on the second $ 50 million tranche under the Pharmakon Loan Agreement.

The Company elected not to exercise the option to drawn down the second tranche and made the payment of $ 1.25 million in the three months ended June 30, 2024.

The Pharmakon Loan Agreement has a maturity of November 8, 2028.

The Company has pledged its total assets of $ 1,023.4 million, presented in the Condensed Consolidated Balance Sheet as of June 30, 2024, as collateral for the $ 50 million loan drawn down under the Pharmakon Loan Agreement.

The Company was required to pay a further fee of $ 1.25 million by June 2024, regardless of whether it elected to draw down on the second $ 50 million tranche under the Pharmakon Loan Agreement.

The Company elected not to exercise the option to draw down the second tranche and made the payment of $ 1.25 million in the three months ended June 30, 2024.

The Company intends to use a portion of its cash and cash equivalents to repay in full the loan outstanding under the Pharmakon Loan Agreement during the three months ending December 31, 2024.

While the principal amount outstanding under the Pharmakon Loan Agreement is not yet due for repayment, we have classified the outstanding loan amount within current liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2024, to reflect our intention to repay the loan.

The Company has pledged its total assets of $ 1,084.6 million, presented in the Condensed Consolidated Balance Sheet as of September 30, 2024, as collateral for the $ 50 million loan drawn down under the Pharmakon Loan Agreement.

In the event the Company is unable to repay the loan, the pledged assets may instead be used to repay the outstanding amount of loan and interest.

1 unchanged sentence

The Company monitors these covenants and is in compliance as of the date of this Quarterly Report.

As of June 30, 2024, future principal payments due are as follows (in thousands):

As of September 30, 2024, the contractual future principal payments due were as follows (in thousands):

2029 and thereafter

11 unchanged sentences

The Company has reserved 5,589,797 authorized shares for future issuance under the EIP.

The following table shows the total share-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The following table shows the total share-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Share option activity

The number and weighted average exercise prices of share options are as follows:

Number of share options (#) Weighted Average exercise price ($) Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands)

The number and weighted average exercise prices of share options were as follows:

Number of Share Options (#) Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands)

Outstanding as of December 31, 2023 8,967,882 $ 27.06 7.1 years $ 369,976

1 unchanged sentence

Awards exercised ( 299,971 ) 19.06

Awards forfeited ( 31,452 ) 43.42

Outstanding as of June 30, 2024 9,640,204 $ 31.51 7.0 years $ 22,962

Exercisable as of June 30, 2024 6,612,926 $ 24.31 6.4 years $ 58,876

As of June 30, 2024, total unrecognized compensation expense related to share options granted but not vested was $ 50.2 million, which the Company expects to recognize over a remaining weighted-average period of 1.1 years.

Awards granted in the three and six months ended June 30, 2024 and 2023 have been valued using the Black-Scholes option pricing model.

The assumptions used in the models for share options granted during the three and six months ended June 30, 2024 and 2023, are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Awards forfeited / cancelled ( 50,734 ) ( 47.39 )

Outstanding as of September 30, 2024 9,650,718 $ 31.48 6.7 years $ —

Exercisable as of September 30, 2024 7,033,644 $ 24.68 6.2 years $ 34,693

As of September 30, 2024, total unrecognized compensation expense related to share options granted but not vested was $ 29.1 million, which the Company expects to recognize over a remaining weighted-average period of 1.7 years.

Awards granted in the three and nine months ended September 30, 2024 and 2023 have been valued using the Black-Scholes option pricing model.

The assumptions used in the models for share options granted during the three and nine months ended September 30, 2024 and 2023, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

$ 48.38 - $ 64.53

Exercise price $ 33.89

1 unchanged sentence

$ 48.38 - $ 64.53

Expected volatility 55.42 %

1 unchanged sentence

70.46 % - 72.05 %

71.02 % - 72.05 %

Expected life (years) 5.5 years 5 years

Expected life 5.5 years

5 years - 5.5 years

2 unchanged sentences

3.52 % - 4.19 %

3.52 % - 4.06 %

Fair value $ 18.53

1 unchanged sentence

$ 29.51 - $ 39.92

Basic and diluted net income (loss) per share

Basic and diluted net income (loss) per share is calculated as follows (in thousands, except share and per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Basic and diluted net loss per share

Basic and diluted net loss per share is calculated as follows (in thousands, except share and per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

Net income (loss)

$ 8,736 $ 906 $ ( 27,316 ) $ ( 35,557 )

Basic weighted-average number of shares outstanding

50,021,939 49,134,037 49,971,267 48,671,732

Basic and diluted weighted-average number of shares outstanding 50,014,086 48,694,047 49,944,767 48,440,318

Basic and diluted net loss per share $ ( 0.23 ) $ ( 0.35 ) $ ( 0.72 ) $ ( 0.75 )

The potential shares through outstanding share options of 9,640,204 as of June 30, 2024 (June 30, 2023:

9,739,383 ), have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.

For the three and six months ended June 30, 2024, shares issuable upon the potential conversion of all of the Notes (as defined in Note 5.

“Non-current interest-bearing loans and borrowings”) were excluded from the calculation of diluted loss per share because they were anti-dilutive.

Adjustment for stock options with dilutive effect

2,786,495 5,024,930 — —

Diluted weighted-average number of shares outstanding

52,808,434 54,158,967 49,971,267 48,671,732

Basic net income (loss) per share

$ 0.17 $ 0.02 $ ( 0.55 ) $ ( 0.73 )

Diluted net income (loss) per share

$ 0.17 $ 0.02 $ ( 0.55 ) $ ( 0.73 )

A total of 9,650,718 shares issuable upon the exercise of outstanding share options as of September 30, 2024 (September 30, 2023:

9,251,830 ), have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect for the nine months ended September 30, 2024 and 2023.

For the three months ended September 30, 2024 and 2023, there were 2,222,171 and 902,650 , respectively, shares issuable upon the exercise of options granted under the Company’s option plans excluded from the calculation for diluted earnings per share, because they are considered to be anti-dilutive.

For the three and nine months ended September 30, 2024, shares issuable upon the potential conversion of all of the Notes (as defined in Note 5.

“Current and non-current interest-bearing loans and borrowings”) were excluded from the calculation of diluted income (loss) per share because they were anti-dilutive.

Diluted earnings per share for the Notes is calculated under the if-converted method in accordance with ASC 260, Earnings Per Share.

Income tax expense is recognized at an amount determined by multiplying the net loss before income taxes for the interim reporting period by the Company’s estimated annual effective tax rate, adjusted for the tax effect of certain items recognized in full in the interim period.

Income tax benefit (expense) is recognized at an amount determined by multiplying the net income (loss) before income taxes for the interim reporting period by the Company’s estimated annual effective tax rate, adjusted for the tax effect of certain items recognized in full in the interim period.

As such, the effective tax rate in the condensed consolidated financial statements may differ from the Company’s estimate of the effective tax rate for the Company’s consolidated financial statements for the year ending December 31, 2024.

The Company’s consolidated estimated effective tax rate for the six months ended June 30, 2024 w as 5.4 %.

During the six months ended June 30, 2024, the Company recorded a tax charge of $ 1.8 million, comp ared to a tax charge for the six months ended June 30, 2023 of $ 0.5 million.

The Company’s consolidated estimated effective tax rate for the nine months ended September 30, 2024 w as 2.8 %.

During the nine months ended September 30, 2024, the Company recorded a tax benefit of $ 0.8 million, comp ared to a tax charge for the nine months ended September 30, 2023 of $ 0.3 million.

The Company continues to benefit from the U.K.

1 unchanged sentence

Tax credits receivable under the RDEC regime are recorded "above the line" as a reduction from research and development expenses.

For the three and six months ended June 30, 2024 , the Company excluded the United Kingdom from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in this jurisdiction for which no tax benefit can be recognized.

A net deferred tax asset o f $ 10.1 m illion has been recognized as of June 30, 2024 ( December 31, 2023 :

For the three and nine months ended September 30, 2024 , the Company excluded the United Kingdom from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in this jurisdiction for which no tax benefit can be recognized.

A net deferred tax asset o f $ 12.7 m illion has been recognized as of September 30, 2024 ( December 31, 2023 :

$ 11.0 million) primarily representing research and development credits and share-based compensation for one of the Company’s U.S.

2 unchanged sentences

Lease commitments

The maturities of operating lease liabilities as of June 30, 2024 are as follows (in thousands):

The maturities of operating lease liabilities as of September 30, 2024 were as follows (in thousands):

2029 and thereafter

4 unchanged sentences

The Company enters into a number of manufacturing commitments for the future purchase of materials and contract manufacturing services.

While the majority of such contracts can be cancelled on reasonable notice, due to the significant ongoing expenditure associated with the Company’s programs, including brenetafusp (IMC-F106C), the Company estimates it has noncancellable commitments in relation to the development and supply of product candidates totaling $ 15.5 million, which are expected to be paid during the remainder of 2024.

While the majority of such contracts can be cancelled on reasonable notice, due to the significant ongoing expenditure associated with the Company’s programs, including brenetafusp, the Company estimates it has noncancellable commitments in relation to the development and supply of product candidates totaling $ 26.0 million, the majority of which are estimated to be paid within the next twelve months.

Legal proceedings

1 unchanged sentence

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-Q

Item 1. Financial Statements