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Item 7. Management’s Discussion and Analysis

2025-02-26 compared with 2024-02-28 · 233 added, 564 removed, 128 unchanged (86% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial

statements and the related notes thereto appearing elsewhere in this Annual Report.

Historically, we qualified as a foreign private issuer (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act)

and prepared our financial statements in accordance with IFRS.

Effective January 1, 2024, we no longer qualified as a foreign private issuer.

Therefore, we have now become a domestic filer and are required under current SEC rules to prepare

our financial statements in accordance with U.S.

GAAP, as opposed to IFRS.

The following discussion is based on our financial information prepared in accordance with U.S.

GAAP and regulations of the SEC.

Some of the information contained in

this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

review the section titled “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion

and analysis, as well as the section titled “Special Note Regarding Forward-Looking Statements.”

We have historically conducted our business through Immunocore Limited, and therefore our historical consolidated financial statements presented the

consolidated results of operations of Immunocore Limited.

Following the completion of our initial public offering in February 2021, our consolidated financial statements present the consolidated results of operations of Immunocore Holdings plc.

Effective January 1, 2024, we transitioned from IFRS to U.S.

The accompanying MD&A, including all periods presented, have been prepared under U.S.

We are a commercial stage biotechnology company pioneering the development of a novel class of TCR bispecific immunotherapies called ImmTAX – Immune mobilizing monoclonal

TCRs Against X disease – designed to treat a broad range of diseases, including cancer, infectious and autoimmune diseases.

Leveraging our proprietary, flexible, off-the-shelf ImmTAX platform, we are developing a deep pipeline in multiple

therapeutic areas, including five clinical stage programs in oncology and infectious disease, advanced pre-clinical programs in autoimmune disease and earlier pre-clinical programs across three therapeutic areas.

In 2022, we received approval for our lead product, KIMMTRAK, for the treatment of unresectable metastatic uveal melanoma from the FDA, the European Commission, and other

health authorities.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

You should review the section titled “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis, as well as the section titled “Special Note Regarding Forward-Looking Statements.” The accompanying MD&A, including all periods presented, have been prepared under U.S.

This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years ended December 31, 2024 and 2023, and year-to-year comparisons between fiscal 2024 and fiscal 2023.

A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2022 and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.

We are a commercial stage biotechnology company pioneering and delivering transformative immunomodulating medicines to radically improve outcomes for patients with cancer, infectious diseases, and autoimmune diseases.

Leveraging our proprietary, flexible, off-the-shelf ImmTAX ( I mmune m obilizing m onoclonal T CRs A gainst X disease) platform, we are developing a deep pipeline in multiple therapeutic areas, including clinical stage programs in oncology and infectious disease, advanced pre-clinical programs in autoimmune disease and earlier pre-clinical programs across three therapeutic areas.

In 2022, we received approval for our lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma ("mUM") from the FDA, the European Commission, and other health authorities.

KIMMTRAK is now approved in 39 countries for the treatment of unresectable or mUM.

In 2023, we launched KIMMTRAK in Austria, Israel, Italy, Finland, Switzerland and Belgium, and, reached price agreements with Canada and

Australia with further commercial launches underway in additional territories.

We plan to launch KIMMTRAK in additional countries, if approved in those countries, in 2024.

KIMMTRAK is the lead product from our ImmTAX platform and was the first approved new therapy in mUM in four decades.

To date, we have treated over 2,000 cancer patients

with KIMMTRAK, tebentafusp, and our other ImmTAX product candidates, which we believe is the largest clinical data set of any T cell engager bispecific in solid tumors and any TCR therapeutic.

Our clinical programs are being conducted with

patients with a broad range of cancers including melanoma, ovarian, endometrial, and colorectal, among others.

We have launched KIMMTRAK in 24 countries globally through December 31, 2024, with further commercial launches planned in additional territories where KIMMTRAK is approved .

KIMMTRAK is the lead product from our ImmTAX platform and was the first approved therapy in mUM.

To date, we have treated over 2,000 cancer patients with KIMMTRAK, tebentafusp, and our other ImmTAX product candidates, which we believe is the largest clinical data set of any T cell engager bispecific in solid tumors and any TCR therapeutic.

Our clinical programs are being conducted with patients with a broad range of cancers including melanoma, ovarian, lung, and colorectal, among others.

We believe that these tumor types have large addressable patient populations and significant unmet need.

We are progressing two

late-stage clinical programs within our ImmTAC ( I mmune m obilizing m onoclonal T CRs

A gainst C ancer) portfolio, including KIMMTRAK and the PRAME-targeted IMC-F106C.

Since our inception, we have focused on organizing and staffing our company, raising capital and performing research and development activities to advance our research,

development and technology, and commercializing KIMMTRAK.

While we have successfully generated revenue from KIMMTRAK, which is our first marketed product, our ability to generate higher levels of product revenue from other marketed products,

which may never be fully developed or commercialized, depends on the successful development and regulatory approval of one or more of our product candidates and our ability to finance operations.

Since inception, through to December 31, 2023,

we have raised an aggregate of $1,275 million through our initial public offering where we listed our ADSs on the Nasdaq Global Select Market in February 2021, private placements of our ordinary and preferred shares, debt financings, and

historical payments from our collaboration partners.

These funds have been and are being used to fund operations and invest in activities for technology creation, drug discovery and clinical development programs, infrastructure, creation of

portfolio of intellectual property and commercial and administrative support.

We are progressing three late-stage clinical programs within our ImmTAC ( I mmune m obilizing m onoclonal T CRs A gainst C ancer) portfolio, including KIMMTRAK and PRAME-targeted brenetafusp.

Since our inception, we have focused on organizing and staffing our company, raising capital, performing research and development activities to advance our research, development and technology, and commercializing KIMMTRAK.

While we have successfully generated revenue from KIMMTRAK, which is our first marketed product, our ability to generate higher levels of revenue from other marketed products, which may never be fully developed or commercialized, depends on the successful development and regulatory approval of one or more of our product candidates and our ability to finance operations.

Since inception, we have raised funds through our initial public offering, private placements of our ordinary and preferred shares, debt financings, revenue and historical payments from our collaboration partners.

These funds have been and are being used to fund operations and invest in activities for technology creation, drug discovery and clinical development programs, infrastructure, creation of portfolio of intellectual property and commercial and administrative support.

We have incurred significant operating losses and expect to continue to incur significant expenses and operating losses for the near future.

These net losses were $55.3

million, $52.5 million and $180.0 million, for the years ended December 31, 2023, 2022 and 2021, respectively.

These net losses were $51.1 million, $55.3 million and $52.5 million, for the years ended December 31, 2024, 2023 and 2022 , respectively.

As of December 31, 2024, our accumulated deficit was $795.8 million.

We expect to continue to incur significant and increasing

expenses and to incur operating losses for the foreseeable future, as we advance our product candidates through preclinical and clinical development and seek regulatory approvals, manufacture drug product and drug supply, maintain and expand

our intellectual property portfolio, as well as hire additional personnel, pay for further accounting, audit, legal, regulatory and consulting services, and pay costs associated with maintaining compliance with Nasdaq listing rules and the

requirements of the U.S.

Securities and Exchange Commission, or SEC, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.

We do not expect to generate revenue from the sale of our other product candidates unless and until we successfully complete clinical development of and obtain regulatory

approval for such product candidates.

We expect to continue to incur significant and increasing expenses and to incur operating losses for the foreseeable future, as we advance our product candidates through preclinical and clinical development and seek regulatory approvals, manufacture drug product and drug supply, maintain and expand our intellectual property portfolio, as well as hire additional personnel, pay for further accounting, audit, legal, regulatory and consulting services, and pay costs associated with maintaining compliance with Nasdaq listing rules and the requirements of the SEC, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.

We do not expect to generate revenue from the sale of our other product candidates unless and until we successfully complete clinical development of and obtain regulatory approval for such product candidates.

As a result, we may need additional funding to support our continued operations and pursue our clinical development and growth strategy.

Until we can generate sufficient revenue from product sales, if ever,

we expect to finance our operations through a combination of public or private equity offerings, debt financings, government funding arrangements, collaborations and marketing, distribution and licensing arrangements.

We may be unable to raise

additional funds or enter into such other arrangements on favorable terms, or at all, particularly in light of recently worsening macroeconomic conditions, such as supply chain disruptions, rising interest rates and volatility in the capital

Until we can generate sufficient revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings, debt financings, government funding arrangements, collaborations and marketing and distribution and licensing arrangements.

We may be unable to raise additional funds or enter into such other arrangements on favorable terms, or at all, particularly in light of recently worsening macroeconomic conditions, such as supply chain disruptions, fluctuations in interest rates and volatility in the capital markets.

If we fail to raise capital or enter into such arrangements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our programs.

Because of the numerous risks and uncertainties associated with pharmaceutical development, we are unable to predict the timing or amount of future revenues, increased

expenses or when or if we will be able to achieve or maintain profitability.

If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and

may be forced to reduce our operations.

Because of the numerous risks and uncertainties associated with pharmaceutical development, we are unable to predict the timing or amount of future revenues, increased expenses or when or if we will be able to achieve or maintain profitability.

If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and may be forced to reduce our operations.

Recent Developments

In February 2024, we entered into a clinical trial collaboration and supply agreement with BMS to investigate our ImmTAC bispecific TCR candidate targeting PRAME HLA-A02,

IMC-F106C, in combination with BMS’s nivolumab, in first-line advanced cutaneous melanoma.

Under the terms of the collaboration, we will sponsor and fund the registrational Phase 3 clinical trial of IMC-F106C in combination with nivolumab in

first-line advanced cutaneous melanoma (PRISM-MEL-301), and BMS will provide nivolumab.

On February 2, 2024, we completed a private offering of $402.5 million aggregate principal amount of 2.50% Convertible Senior Notes due 2030, or the Notes.

Our net proceeds from the offering of the Notes were $389.3 million, after deducting the initial purchasers’ discounts and commissions and offering expenses.

In January 2024, we announced our strategic priorities and pipeline expansion for 2024 ahead of the J.P.

Morgan Healthcare Conference, including, the expansion of our

platform into autoimmune with two potential first in class new bispecific candidates entering the pipeline.

The key differentiator of the ImmTAAI platform is tissue-specific down modulation of the immune system.

When tethered to the tissue of

interest, the new candidates supress pathogenic T cells via PD1 receptor agonism.

The first candidate, IMC-S118AI (PPIxPD1), is targeted specifically to the pancreatic beta-cell and is intended for the treatment of type 1 diabetes.

recognizes a peptide from pre-proinsulin presented by HLA-A201 on beta-cells.

The second unnamed target is present in the skin and intended to treat inflammatory dermatological diseases.

The candidate is an antigen presenting cell (APC)

tethered ImmTAAI and is not HLA restricted (e.g.

universal for all populations).

In December 2024 we:

• randomized the first patient in the ATOM Phase 3 clinical trial – led by the EORTC to evaluate KIMMTRAK as adjuvant therapy for uveal (or ocular) melanoma for HLA-A*02:01 patients;

• started enrolling patients in the Phase 1/2 dose escalation trial with IMC-P115C (PRAME-A02-HLE) in multiple solid tumors;

• started enrolling patients in the Phase 1/2 trial with IMC-R117C (targeting PIWIL1) in HLA-A*02:01-positive patients with advanced solid tumors, including colorectal cancer.

At the JP Morgan Healthcare Conference in January 2025, we announced that our second autoimmune candidate is IMC-U120AI (CD1a x PD1), a CD1a-tethered PD1 agonist ImmTAAI therapy, and that we are planning to submit a CTA or IND in 2026 initially for a Phase 1 trial in atopic dermatitis.

We appointed Travis Coy as Executive Vice President, Chief Financial Officer and Head of Corporate Development, effective January 1, 2025.

In February 2025, we appointed Dr.

William Pao as a non-executive member of our Board of Directors.

In February 2025, we received regulatory approval for KIMMTRAK in Brazil for the treatment of unresectable or mUM.

Components of Results of Operations

Product revenue, Net

Product revenue, net, relates to the sale of KIMMTRAK following marketing approval.

We recognize product revenue at the point in time that control transfers to a customer,

which is typically on delivery to our distributors and healthcare providers.

Revenue from sale of therapies, net

Revenue from sale of therapies, net relates to the sale of KIMMTRAK following marketing approval and the sale of tebentafusp under compassionate use and early access programs in France through September 2022.

We recognize net revenue from sale of therapies at the point in time that control transfers to a customer, which is typically on delivery to our distributors and healthcare providers.

We also operate under consignment arrangements where control passes when our distributors take KIMMTRAK out of consignment inventory.

The amount of revenue recognized

reflects the consideration to which we expect to be entitled, net of estimated deductions for rebates, chargebacks, other customer fees and product returns.

These estimates consider contractual and statutory requirements, the expected payor and

patient mix, sell-through data, our customers’ inventory levels, anticipated demand and the volume of customer purchase orders, internal data, and other information provided by our customers and third-party logistics providers, and, in certain

countries including France, pricing negotiations.

The amount of revenue recognized reflects the consideration to which we expect to be entitled, net of estimated deductions for rebates, chargebacks and product returns.

These estimates consider contractual and statutory requirements, the expected payor and patient mix, sell-through data, our customers’ inventory levels, anticipated demand and the volume of customer purchase orders, internal data, and other information provided by our customers and third-party logistics providers, and, in certain countries including France, pricing negotiations.

Further information on estimates is provided under the section below headed, “ Critical Accounting Estimates ”.

Pre-Product Revenue, Net

Pre-product revenue, net, related to the sale of tebentafusp under a compassionate use and an early access program up to September 2022.

These programs provided patients

with access to tebentafusp prior to KIMMTRAK becoming available as a marketed product in France.

Pre-product revenue is recognized on delivery of tebentafusp to healthcare providers, which is the point in time when control is transferred.

revenue is recognized net and represents the prices set by us that are expected to be retained after estimated deductions for product returns and government rebates, which are dependent on the outcome of French legislative processes and price

negotiations, which remain ongoing.

In September 2022, we began selling KIMMTRAK as a commercial product in France, and these sales are reflected in Product revenue, net.

Collaboration revenue

Collaboration revenue arose under our collaboration agreements with Genentech, GSK and Lilly.

Following the termination of our collaboration agreements with GSK and Lilly

our only revenue collaboration as of December 31, 2023, was with Genentech.

However, in February 2023, we and Genentech agreed to wind down the co-funding arrangements and clinical trial for IMC-C103C.

We could be eligible to receive

development and commercial milestone payments and royalties from Genentech on any sales of MAGE-A4 HLA-A02 targeted products arising under the Genentech collaboration.

For more information, please see “Item 1.

Business—Our Collaborations and

License Agreements—Genentech Collaboration.”

Collaboration revenue consisted of non-refundable upfront payments, development milestones as well as reimbursement of research and development expenses.

Upfront payments and development milestones were initially recorded on our Consolidated Balance Sheets as deferred revenue and subsequently recognized as revenue as the

underlying programs progressed through research and development using an estimate of the percentage completion of each program in accordance with our revenue recognition policy as described further in the notes to the consolidated financial

Historically, collaboration revenue arose under our collaboration agreements with Genentech and Lilly and consisted of non-refundable upfront payments, development milestone payments as well as reimbursement of certain research and development expenses.

Our collaboration agreement with Lilly was terminated in 2022 and in February 2023, we and Genentech agreed to wind down the co-funding arrangements and clinical trial for IMC-C103C.

We could be eligible to receive development and commercial milestone payments and royalties from Genentech on any sales of MAGE-A4 HLA-A02 targeted products arising under the Genentech collaboration.

As of December 31, 2023, we determined our performance obligation under the collaboration with Genentech was complete.

Operating Expenses

Cost of Product Revenue

Cost of product revenue represents production costs including raw materials, external manufacturing costs, and other costs incurred in bringing inventories to their

location and condition prior to sale.

Overheads and internal costs of product revenue are minimal under our manufacturing arrangements.

Due to the low costs involved in manufacturing KIMMTRAK, cost of product revenue is currently not material,

and while these costs are expected to increase in future periods as inflationary pressures increase, we do not expect such costs to be material for the foreseeable future.

Cost of product revenue may also include costs related to excess or

obsolete inventory adjustment charges.

Cost of revenue from sale of therapies

Cost of revenue from sale of therapies represents production costs including raw materials, external manufacturing costs, and other costs incurred in bringing inventories to their location and condition prior to sale.

Cost of revenue from sale of therapies may also include costs related to manufacturing losses and excess or obsolete inventory costs.

Overheads and internal costs of revenue from sale of therapies are minimal under our manufacturing arrangements.

Due to the low costs involved in manufacturing KIMMTRAK, cost of revenue from sale of therapies is currently not material, and while these costs are expected to increase in future periods as inflationary pressures increase, we do not expect such costs to be material for the foreseeable future.

Research and development expenses

Research and development, or R&D expenses consist primarily of costs incurred for current or planned investigations undertaken with the prospect of gaining new

scientific or technical knowledge and understanding and consist primarily of personnel-related costs, including salaries and share-based compensation expense for the various R&D departments, costs associated with clinical trial activities

undertaken by contract research organizations, or CROs, and external manufacturing costs associated with R&D undertaken by contract manufacturing organizations, or CMOs, R&D laboratory consumables, internal clinical trial expenses,

payments for purchased rights and milestones in connection with third-party In-process R&D, or IPRD, agreements, costs associated with maintaining laboratory equipment, costs associated with our R&D facilities, including a reasonable

allocation of overhead costs, and reductions from expenses for R&D tax credits.

R&D expenses are expensed as incurred, although the timing of expense recognition can vary with contractual and payment terms in order to determine when

services are received.

R&D expenses incurred with external organizations to undertake R&D activities on our behalf typically relate to clinical programs and are assigned to the individual

programs in tables further below.

However, for certain pre-clinical programs and other research spend incurred externally, such spend is not assigned to individual programs.

Internal R&D expenses primarily relate to personnel-related costs,

facilities, and R&D laboratory consumables and due to the cross functional expertise of our people it is not possible to provide a breakdown of internal costs by program.

We expect our R&D expenses to increase in the future as we advance existing and future product candidates into and through clinical studies and pursue further

regulatory approval.

Research and development ("R&D") expenses consist primarily of costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding and consist primarily of personnel-related costs, including salaries and share-based compensation expense, costs associated with clinical trial activities undertaken by contract research organizations ("CROs"), and external manufacturing costs associated with R&D undertaken by contract manufacturing organizations ("CMOs"), laboratory consumables, internal clinical trial expenses, payments for purchased rights and milestones in connection with third-party in-process R&D agreements, costs associated with maintaining laboratory equipment, costs associated with our R&D facilities, including a reasonable allocation of overhead costs, and reductions from expenses for R&D tax credits.

R&D expenses are expensed as incurred, although the timing of expense recognition can vary with contractual and payment terms in order to determine when services are received.

R&D expenses incurred with external organizations to undertake R&D activities on our behalf typically relate to clinical programs and are assigned to the individual programs in tables further below.

However, for certain preclinical programs and other research spend incurred externally, such spend is not assigned to individual programs.

Internal R&D expenses primarily relate to personnel-related costs, facilities, information technology used in R&D activities and laboratory consumables.

Due to the cross functional expertise of our people, it is not possible to provide a breakdown of internal costs by program.

We expect our R&D expenses to increase in the future as we advance existing and future product candidates into and through clinical studies and pursue further regulatory approval.

The process of conducting the necessary clinical studies to obtain regulatory approval is costly and time-consuming.

We maintain our headcount at a level required to support our continued research activities and development

of our product candidates.

We maintain our headcount at a level required to support our continued research activities and development of our product candidates.

Clinical trials generally become larger and more costly to conduct as they advance into later stages.

We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or

future preclinical studies and clinical trials of our product candidates due to the inherently unpredictable nature of preclinical and clinical development.

Clinical and preclinical development timelines, the probability of success and

development costs can differ materially from expectations.

At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of any product candidates

that we develop from our programs.

We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of our product candidates due to the inherently unpredictable nature of preclinical and clinical development.

Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations.

At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of any product candidates that we develop from our programs.

As a result, our R&D expenses may vary substantially from period to period based on the timing of our R&D activities.

2 unchanged sentences

R&D tax regime.

Historically, we benefited from the Small and Medium-sized

Enterprise, or SME, R&D tax relief program, and for certain specific categories of expenditure, the Research and Development Expenditure Credit program, or RDEC Program.

As noted below, for the period ended December 31, 2023 we are only

eligible for the RDEC Program.

R&D tax credits are presented as a reduction to R&D expenses.

While the SME Program has been particularly beneficial to us, as under such program the trading losses that arise from our qualifying R&D activities can be surrendered

for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023, and up to 18.6% of qualifying expenditure incurred thereafter.

We exceeded the size limit thresholds to qualify as a “small or medium-sized enterprise”

as defined for the purposes of the SME Program, or SME, in 2023, and may therefore, unless we once again fall within such thresholds, cease to be eligible to claim U.K.

For the periods ending December 31, 2024, 2023 and 2022 we claimed credits under the Research and Development Expenditure Credit ("RDEC") program and these credits are presented as a reduction to R&D expenses.

For the period ending December 31, 2022, we also benefited from the Small and Medium-sized Enterprise, ("SME") R&D tax relief program.

Under the SME program, the trading losses that arise from our qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023, and up to 18.6% of qualifying expenditure incurred thereafter.

We exceeded the size limit thresholds to qualify as a “small or medium-sized enterprise” as defined for the purposes of the SME program in 2023, and may therefore, unless we once again fall within such thresholds, cease to be eligible to claim U.K.

R&D tax credits under the SME program with effect from 2023.

Under the RDEC Program, tax credits for qualifying R&D expenditure incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates

of up to 10.5% of qualifying R&D expenditure.

The headline rate of RDEC increased to 20% on April 1, 2023 and can generate cash rebates of up to 15% on qualifying R&D expenditure incurred from this date.

Amendments to the U.K.

R&D tax credit regime that are contained in the Finance Bill currently proceeding through the U.K.

Parliament will (if enacted) with effect from

April 1, 2024 (i) (unless limited exceptions apply) introduce restrictions on the tax relief that can be claimed for expenditure incurred on sub-contracted R&D activities or externally provided workers, where such sub-contracted activities

are not carried out in the U.K.

or such workers are not subject to U.K.

payroll taxes, and (ii) merge the SME Program and the RDEC Program into a single scheme.

Under the RDEC program, tax credits for qualifying R&D expenses incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenses.

The headline rate under the RDEC program increased from 13% to 20% on April 1, 2023 and can generate cash rebates of up to 15% (increased from 10.5%) on qualifying R&D expenses incurred from this date.

Recent amendments to the U.K.

R&D tax credit regime introduced restrictions on the tax relief that can be claimed for expenses incurred on subcontracted R&D activities or externally provided workers, where such subcontracted activities are not carried out in the United Kingdom or such workers are not subject to U.K.

payroll taxes, subject to limited exceptions.

Selling, general and administrative expenses

Selling, general and administrative, or SG&A, expenses consist primarily of personnel-related costs, including salaries and share-based compensation expense, for

selling, corporate and other administrative and operational functions including finance, legal, human resources, commercial related expenses, information technology, as well as a proportion of facility-related costs.

Following our commercialization of KIMMTRAK and our substantial increase in planned R&D expenses, as explained above, we also expect that our SG&A expenses will

We expect that we will incur increased selling, distribution, commercial, accounting, audit, legal, regulatory, compliance, director, and officer insurance costs as well as investor and further public relations expenses associated

with being a public company operating in multiple territories and now being a domestic filer.

We anticipate that the additional costs for these services will substantially increase our SG&A expenses.

Additionally, if and as we receive

further regulatory approvals of product candidates, we anticipate an increase in payroll and expenses in connection with our commercial operations.

We have experienced, and may continue to experience, increased personnel costs attributable to

offering and maintaining competitive salaries and other impacts due to rising global inflation.

Selling, general and administrative ("SG&A") expenses consist primarily of personnel-related costs, including salaries and share-based compensation expense, for selling, corporate and other administrative and operational functions including finance, legal, human resources, commercial-related expenses, information technology, as well as a proportion of facility-related costs.

In order to support our continued commercialization and global expansion of KIMMTRAK and our substantial increase in planned R&D expenses, and operating as a public company, we expect that we will continue to incur significant selling, distribution, commercial, accounting, audit, legal, regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses.

Additionally, if and as we receive further regulatory approvals of product candidates, we anticipate an increase in personnel-related costs and expenses in connection with our commercial operations.

We have experienced, and may continue to experience, increased personnel-related costs attributable to offering and maintaining competitive salaries and other impacts due to global inflation.

Interest income

Interest income arises on cash balances and short-term money market funds.

Our interest income may fluctuate depending on the movement of interest

rates and our total amount of cash and cash equivalents.

Our interest income may fluctuate depending on the movement of interest rates and our total amount of cash and cash equivalents.

Interest expense

Interest expense represents costs under our loan agreements under the effective interest method.

Foreign Currency (Losses) Gains

These (losses) gains arise on a variety of items, including on U.S.

dollar monetary assets and liabilities held by our main operating subsidiary in the U.K., including our

cash balances.

Our foreign currency (losses) gains can vary significantly between periods as a result of volatility in foreign exchange rates.

Other Expense, Net

Other expense, net arises primarily on loan costs and other items.

Income Tax Credit (Expense)

We are subject to corporate taxation in the United Kingdom.

Our wholly owned U.S.

subsidiaries, Immunocore LLC and Immunocore Commercial LLC, are subject to corporate

taxation in the United States.

Our wholly owned Irish subsidiary is subject to corporate taxation in Ireland.

Our wholly owned Swiss subsidiary is subject to corporate taxation in Switzerland.

Due to the nature of our business and on a

consolidated basis, we have generated losses since inception.

Our income tax credit (expense) represents the sum of income taxes payable in the United States, Ireland and Switzerland, offset by deferred tax credits arising on deferred tax

assets generated.

Un-surrendered tax losses are carried forward to be offset against future taxable profits.

After accounting for tax credits receivable, there were accumulated tax losses

available for carry forward in the United Kingdom of $286 million as of December 31, 2023.

A full valuation allowance is recognized in respect of accumulated tax losses and other temporary differences in the United Kingdom, because future

profits are not sufficiently certain.

A deferred tax asset is however, recognized in respect of our subsidiary in the United States, relating to unused tax credits on share based payments and other temporary differences since we expect to

continue generating U.S.

Interest expense represents costs under our interest-bearing loans and borrowings under the effective interest method and the loss on extinguishment of loans we have repaid in the period.

Foreign currency (loss) gain

The (loss) gain arises on a variety of items, including on U.S.

dollar monetary assets and liabilities held by our main operating subsidiary in the United Kingdom, including our cash and cash equivalents.

Other income (expense), net

Other income (expense), net consists primarily of unrealized gains (losses) resulting from the change in fair value of our marketable securities and also includes loan and borrowing costs and other items.

Income tax benefit (expense)

We are subject to corporate taxation in the United Kingdom and our wholly-owned subsidiaries are subject to corporate taxation in the United States, Ireland and Switzerland.

Due to the nature of our business and on a consolidated basis, we have generated losses since inception.

Our income tax benefit (expense) represents the sum of income taxes payable in the United States, Ireland and Switzerland, offset by deferred tax credits arising on deferred tax assets generated.

Unsurrendered tax losses are carried forward to be offset against future taxable profits.

After accounting for tax credits receivable, there were accumulated tax losses available for carry forward in the United Kingdom of $277.4 million as of December 31, 2024 .

A full valuation allowance is recognized in respect of accumulated tax losses and other temporary differences in the United Kingdom because future profits are not sufficiently certain.

A deferred tax asset is, however, recognized in respect of the subsidiary in the United States, relating to unused tax credits on share-based compensation expense and other temporary differences on the basis that we expect to continue generating U.S.

taxable income against which deductible temporary differences can unwind.

As we begin to generate significant net product revenue, we may benefit from the U.K.’s “patent box,” which allows profits attributable to revenues from patents or patented

products to be taxed at a lower rate than other revenue.

The rate of tax for relevant streams of revenue for companies receiving this relief will be 10%.

As we begin to generate significant net revenue from sale of therapies, we may benefit from the U.K.’s “patent box” regime, which allows profits attributable to revenues from patents or patented products to be taxed at a lower rate than other revenue.

The effective rate of tax for relevant streams of revenue for companies receiving this relief is 10%.

Comparison of the Years ended December 31, 2024 and 2023

1 unchanged sentence

Year ended December 31,

Product revenue, net

Pre-product revenue, net

Total revenue from sale of therapies

2024 2023 Increase / (decrease) % Increase / (decrease)

Revenue from sale of therapies, net

$ 309,989 $ 238,735 $ 71,254 30 %

Collaboration revenue 213 10,693 (10,480) (98) %

Total collaboration revenue

Total revenue $ 310,202 $ 249,428 $ 60,774 24 %

Revenue from the sale of therapies

Net product revenue from the sale of KIMMTRAK, and net pre-product revenue from the sale of tebentafusp as part of an early access program presented by country / region

based on location of the end customer below (in thousands).

Revenue from sale of therapies, net

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

Year ended December 31,

2024 2023 Increase / (decrease) % Increase / (decrease)

United States $ 226,687 $ 169,791 $ 56,896 34 %

Europe 73,224 67,628 5,596 8 %

International 10,078 1,316 8,762 666 %

Total revenue from sale of therapies

For the year ended December 31, 2023, we generated total revenue from the sale of therapies of $238.7 million due to the sale of KIMMTRAK, of which $169.8 million was in

the United States, $67.6 million in Europe and $1.3 million in International.

Total revenue from the sale of therapies increased in the year ended December 31, 2023 as compared to December 31, 2022, due primarily to increased volume in the

United States and global country expansion, as we continued our commercialization efforts.

Revenue from sale of therapies, net

$ 309,989 $ 238,735 $ 71,254 30 %

For the year ended December 31, 2024 , we generated net revenue from sale of therapies of $310.0 million due to the sale of KIMMTRAK, of which $226.7 million was in the United States, $73.2 million in Europe (including the impact of a net increase in estimated reserves related to prior periods of $18.1 million) and $10.1 million in International.

Revenue from the sale of therapies, net increased in the year ended December 31, 2024 as compared to December 31, 2023 , due primarily to increased volume in the United States and global country expansion, as we continued our commercialization efforts.

Collaboration revenue

Revenue from collaboration agreements decreased by $10.5 million to $0.2 million in the year ended December 31, 2024, compared to $10.7 million for the year ended December 31, 2023.

This decrease was due to (i) the termination of our collaboration with Eli Lilly in 2022;

and (ii) our February 2023 agreement with Genentech under the terms of our Genentech Collaboration, our only remaining revenue collaboration, to

close the Phase 1 clinical trial and for the parties to fulfill the remaining obligations in relation to the trial.

This decrease was due to our February 2023 agreement with Genentech, under the terms of our Genentech Collaboration, to close the Phase 1 clinical trial and for the parties to fulfill the remaining obligations in relation to the trial.

The following table summarizes our R&D expenses (in thousands):

Year ended December 31,

2024 2023 Increase / (decrease) % Increase / (decrease)

External R&D expenses:

Tebentafusp programs

PRAME programs $ 90,377 $ 54,761 $ 35,616 65 %

Tebentafusp programs 31,166 16,024 15,142 94 %

Infectious disease programs 6,662 5,111 1,551 30 %

5 unchanged sentences

All other internal R&D costs 28,328 26,074 2,254 9 %

UK R&D tax credits

R&D tax credits

(9,606) (6,289) (3,317) 53 %

Total internal R&D expenses 70,199 64,434 5,765 9 %

2 unchanged sentences

For the year ended December 31, 2024 , our external R&D expenses increased by $52.8 million.

This was driven by an increase of $36.9 million in expenses incurred for our

PRAME programs due to a higher level of clinical trial activity and an increase of $3.5 million in expenses incurred for our other clinical and pre-clinical programs.

These increases were partially offset by a reduction in spend of $1.8 million

incurred for our tebentafusp programs due to a reduction in development costs following approval of KIMMTRAK in the United States and Europe in the first half of 2022.

This was driven by an increase of $35.6 million in expenses incurred for our PRAME programs as a result of the initiation of our registrational Phase 3 PRISM-MEL-301 clinical trial, scale-up of manufacturing and increase in the number of patients in combination expansions in our brenetafusp Phase 1/2 clinical trial.

R&D expenses incurred for our tebentafusp programs increased by $15.1 million primarily due to the progression of the advanced cutaneous melanoma ("TEBE-AM") and ATOM Phase 3 clinical trials.

For the year ended December 31, 2024 , our internal R&D expenses increased by $5.8 million.

This was primarily due to an increase of $8.6 million in headcount-related

expenses as our number of employees and associated staff costs increased with the growth of our clinical and pre-clinical programs, and an increase of $4.6 million related to higher consumables and facilities costs.

Our R&D tax credit

decreased by $9.3 million in 2023 primarily due to us no longer qualifying as a SME under the UK R&D tax regulations.

This was primarily due to an increase of $5.5 million in salaries and other employee-related costs as our average number of employees and associated personnel costs increased with the growth of our clinical and preclinical programs, and an increase of $2.3 million in other internal R&D costs related to higher information technology and facilities costs.

These cost increases were partially offset by an increase in the U.K.

R&D tax credits of $3.3 million in 2024, primarily due to an increase in eligible U.K.

R&D expenses.

We expect our R&D expenses to increase in future periods as we advance our trials and further develop our clinical and preclinical pipeline.

SG&A Expenses

For the year ended December 31, 2023, our SG&A expenses were $144.5 million, compared to $123.1 million for the year ended December 31, 2022, an increase of $21.4

The SG&A expenses for years ended December 31, 2023, and 2022, comprised the following (in thousands):

The following table summarizes our SG&A expenses (in thousands):

Year ended December 31,

Share-based compensation expense

2024 2023 Increase / (decrease) % Increase / (decrease)

Salaries and other employee-related costs $ 48,739 $ 36,202 $ 12,537 35 %

Selling and commercial costs 48,772 52,436 (3,664) (7 %)

Other administrative expenses

Total SG&A expenses

Salaries and other employee related costs increased by $11.3 million during the year ended December 31, 2023, due to an increase in the number of employees engaged in

commercial and administrative activities.

Selling and commercial costs increased by $7.5 million reflecting higher costs of commercializing and distributing KIMMTRAK following approval in the United States, Europe and other territories in the

year ended December 31, 2022.

In addition, other administrative expenses increased by $4.2 million in the year ended December 31, 2023, due to higher costs associated with expansion as a growing publicly listed and commercial company.

Interest Income and Interest Expense

For the year ended December 31, 2023, interest income was $18.0 million compared to $3.8 million for the year ended December 31, 2022.

This increase of $14.2 million

reflects higher levels of cash and cash equivalents held in 2023 relative to 2022 and increases in interest rates earned on our cash deposits.

For the year ended December 31, 2023, interest expense was $5.2 million compared to $5.4 million for

the year ended December 31, 2022 which represents interest related to our $50.0 million loan facilities with Pharmakon and Oxford Finance, respectively.

Foreign Currency (Loss) Gain

For the year ended December 31, 2023, foreign currency loss was $13.2 million compared to a gain of $14.2 million for the year ended December 31, 2022.

This change of $27.4

million mainly reflects the impact of the depreciation of the U.S.

dollar against the pound sterling in 2023 on the high levels of cash and cash equivalents held in U.S.

dollars by our main operating subsidiary in the U.K., as compared to 2022

when the U.S.

dollar appreciated against the pound sterling.

Income Tax Credit (Expense)

For the year ended December 31, 2023, the income tax credit amounted to $5.6 million compared to expense of $11.7 million for the year ended December 31, 2022.

of $17.3 million relates to the limitation imposed on refundable U.K.

SME R&D tax credits generated in 2022, which is presented as a tax charge, and a decrease in the valuation allowance against the deferred tax asset arising on US share

based compensation.

Comparison of the Years ended December 31, 2022 and 2021

The following table summarizes our total revenue (in thousands):

Year ended December 31,

Product revenue

Pre-product revenue

Total revenue from sale of therapies

Collaboration revenue

Total collaboration revenue

Total revenue

Revenue from the sale of therapies

Net product revenue from the sale of KIMMTRAK, and net pre-product revenue from the sale of tebentafusp as part of a compassionate use and an early access program presented

by country / region based on location of the customer below (in thousands).

Year ended December 31,

Increase / (decrease)

% Increase / (decrease)

United States

International

Total revenue from sale of therapies

For the year ended December 31, 2022, we generated total revenue from the sale of therapies of $140.7 million due to the sale of KIMMTRAK and tebentafusp, of which $96.9

million was in the United States, $42.7 million in Europe and $1.0 million in International.

We received marketing approval for KIMMTRAK in the United States and Europe in the first half of 2022 and other territories during the year ended

December 31, 2022, and did not have marketing approval for, and thus no product revenue from, KIMMTRAK in the year ended December 31, 2021.

We recorded $10.7 million and $4.1 million of net pre-product revenue from the sale of tebentafusp under a compassionate use and an early access program in the year ended

December 31, 2022 and 2021 respectively.

These programs ended in September 2022.

Collaboration revenue

Revenue from collaboration agreements increased by $1.3 million to $33.7 million in the year ended December 31, 2022, compared to $32.4 million for the year ended December

This increase was primarily due to the release of the remaining deferred revenue under the Eli Lilly Collaboration after the parties agreed to terminate the Lilly Collaboration in 2022, partly offset by a decrease in revenue under the

GSK Collaboration, under which no revenue was recognized in 2022 following the termination of the GSK Collaboration in 2021.

The majority of collaboration revenue arose in both years under the Genentech Collaboration, our only remaining revenue collaboration.

The following table summarizes our R&D expenses (in thousands):

Year ended December 31,

External R&D expenses:

Tebentafusp programs

PRAME programs

Infectious disease programs

All other external clinical and pre-clinical costs

Total external R&D expenses

Internal R&D expenses:

Salaries and other employee-related costs

Share-based compensation expense 26,419 26,002 417 2 %

All other internal R&D costs

UK R&D tax credits

Total internal R&D expenses

Total R&D expenses

For the year ended December 31, 2022, our R&D expenses were $101.9 million, as compared to $100.2 million for the year ended December 31, 2021.

For the year ended December 31, 2022, our external R&D expenses increased by $0.8 million.

This was driven by an increase of $10.9 million in expenses incurred for our

PRAME programs due to a higher level of clinical trial activity and $5.9 million in expenses incurred in connection with our other clinical and pre-clinical programs.

These increases were offset by a reduction in spend of $16.4 million incurred

for our tebentafusp programs due to a reduction in development costs following approval of KIMMTRAK in the United States and Europe in the first half of 2022.

For the year ended December 31, 2022, our internal R&D expenses increased by $0.8 million.

This was primarily due to an increase in our R&D tax credit of $2.6

million due to higher qualifying R&D expenses, offset by an increase of $3.2 million in headcount-related expenses as our number of employees and associated staff costs increased.

SG&A Expenses

For the year ended December 31, 2022, our SG&A expenses were $123.1 million, compared to $110.8 million for the year ended December 31, 2021, an increase of $12.2

The SG&A expenses for years ended December 31, 2022, and 2021 comprised the following:

Year ended December 31,

Increase / (decrease)

% Increase / (decrease)

SG&A expenses:

Share-based compensation expense

Salaries and other employee-related costs

Selling and commercial costs

Other administrative expenses 31,851 29,855 1,996 7 %

Total SG&A expenses $ 155,781 $ 144,495 $ 11,286 8 %

Selling and commercial costs increased by $17.0 million in the year ended December 31, 2022 reflecting costs of

commercializing and distributing KIMMTRAK following approval in the United States and Europe.

In addition, salaries and other employee-related costs increased by $7.1 million during the year ended December 31, 2022, due to a higher number of

employees engaged in commercial and administrative activities.

Other administrative expenses increased by $4.1 million in the year ended December 31, 2022, due to ongoing costs associated with expansion as a growing publicly listed company.

These increases were partially offset by a decrease in the share-based compensation expense of $16.0 million as a result of a significantly higher number options being granted in 2021 in connection with our initial public offering, or IPO, and

the associated accelerated recognition of expense on these grants due to the graded vesting that is applicable to the majority of our options.

For the year ended December 31, 2024 , our SG&A expenses were $155.8 million, compared to $144.5 million for the year ended December 31, 2023 , an increase of $11.3 million.

Salaries and other employee-related costs increased by $12.5 million during the year ended December 31, 2024 , due to the internalization of our U.S.

sales force in the fourth quarter of 2023.

Prior to this, these costs were outsourced and included in selling and commercial costs .

In addition, there was an increase in the number of employees in business support functions to support our growing pipeline and global commercial expansion.

Other administrative expenses increased by $2.0 million in the year ended December 31, 2024, due primarily to higher information technology and facilities costs.

Interest Income and Interest Expense

For the year ended December 31, 2024 , interest income was $25.6 million compared to $18.0 million for the year ended December 31, 2023 .

This increase of $3.7 million reflects

higher levels of cash and cash equivalents held in 2022 relative to 2021 and increases in interest rates earned on our cash deposits.

For the year ended December 31, 2022, interest expense was $5.4 million compared to $5.6 million for the year ended December 31, 2021.

Interest expense in both years

primarily represents interest on our $50.0 million loan facility with Oxford Finance and Pharmakon.

The reduction of $0.2m was due to differences in interest rates.

Foreign Currency Gain

For the year ended December 31, 2022, foreign currency gain was $14.2 million compared to $0.3 million for the year ended December 31, 2021.

This increase of $13.9 million

reflects higher levels of cash and cash equivalents held in U.S.

dollars by our main operating subsidiary in the U.K.

in 2022 relative to 2021 and appreciation of the U.S.

dollar against the pound sterling.

Other Expense, net

For the year ended December 31, 2022, other expense, net was $1.7 million compared to $0.1 million for the year ended December 31, 2021.

This increase of $1.6 million arose

primarily on losses on loan extinguishment in 2022.

Income Tax Expense

For the year ended December 31, 2022, the income tax expense amounted to $11.7 million compared to $0.2 million for the year ended December 31, 2021.

This increase relates

to the limitation imposed on refundable U.K.

SME R&D tax credits generated in 2022, which is presented as a tax charge.

This increase of $7.6 million reflects higher levels of cash and cash equivalents held in 2024 relative to 2023 due primarily to the net cash proceeds from the Notes issued in February 2024 and increases in interest rates earned on our cash and cash equivalents balances.

For the year ended December 31, 2024 , interest expense was $18.8 million compared to $5.2 million for the year ended December 31, 2023 and the increase was primarily related to interest arising on the Notes and the loss on extinguishment of our Pharmakon Loan Agreement of $3.9 million in 2024.

Foreign Currency (Loss) Gain

For the year ended December 31, 2024 , foreign currency loss was $3.4 million compared to a loss of $13.2 million for the year ended December 31, 2023 .

This change of $9.8 million mainly related to the company holding a greater portion of its cash and cash equivalents and marketable securities within a U.S.

dollar denominated entity.

Other Income (Expense), Net

For the year ended December 31, 2024, other income, net was $14.2 million compared to other expense, net of $0.9 million for the year ended December 31, 2023.

The change is primarily related to the unrealized gains resulting from the change in fair value of our marketable securities, which were purchased in 2024.

Income Tax Benefit (Expense)

For the year ended December 31, 2024 , the income tax benefit amounted to $1.9 million compared to a benefit of $5.6 million for the year ended December 31, 2023.

This change of $3.7 million relates to an increase in the tax charge in the US, offset by a valuation allowance release in 2023 related to US stock compensation.

Liquidity and Capital Resources

Sources of Liquidity

Although we have recorded product revenue for sales of KIMMTRAK and tebentafusp in the year ended December 31, 2023, we have continued to incur operating losses and

negative cash flows from our operations since our inception.

We expect to incur significant expenses and operating losses for the foreseeable future in connection with our ongoing activities, particularly as we continue to

commercialize KIMMTRAK, continue R&D and the advancement of our product candidates through preclinical and clinical development, and seek regulatory approval and pursue commercialization of any approved product candidates.

We expect that

our R&D and SG&A costs will increase in connection with our planned clinical and commercial activities.

The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of

our development programs, the status of, and results from, clinical trials, the potential need to conduct additional clinical trials to obtain approval of our product candidates for all intended indications, the timing and outcome of regulatory

filings and actions, commercialization of approved products, as well as any technology acquisitions or additional collaborations into which we may enter with third parties for our product candidates increased costs attributable to macroeconomic

factors such as rising inflation and interest rates and supply chain disruptions, and any unforeseen cash needs.

As a result, we may need additional capital to fund our operations until such time as we can generate sufficient revenue from

product sales.

We have funded our operations to date primarily with proceeds from sales of equity securities, debt financing, and payments from collaboration partners.

Through December

31, 2023, we have raised an aggregate of $1,275 million.

As of December 31, 2023 and 2022, we had cash and cash equivalents of $442.6 million and $402.5 million, respectively.

At our IPO in February 2021, we listed our ordinary shares in the form of ADSs on the Nasdaq Global Select Market and raised gross proceeds of approximately $297 million.

In addition to the ADSs sold in the IPO, we completed the concurrent sale of an additional 576,923 ADSs at the IPO price of $26.00 per ADS, for gross proceeds of approximately $15 million, in a private placement to the Gates Foundation, and in

July 2022, we raised gross proceeds of approximately $140.0 million through the sale of our ordinary shares in the form of ADSs and non-voting ordinary shares in a private placement.

On September 9, 2022, we entered into an Open Market Sale Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, pursuant to which we may issue and sell ADSs,

each representing one ordinary share, having an aggregate offering price of up to $250 million, from time to time, in one or more at-the-market offerings, for which Jefferies will act as sales agent and/or principal.

The at-the-market facility

has been registered under the Securities Act pursuant to our Registration Statement on Form F-3ASR (File No.

Although we have recorded revenue from the sale of therapies in the year ended December 31, 2024 , we have continued to incur operating losses and cumulative negative cash flows from our operations since our inception.

We have an accumulated deficit of $795.8 million as of December 31, 2024 .

Since our inception, we have funded our operations primarily with proceeds from sales of equity securities, product sales, debt financing, and historical payments from collaboration partners .

As of December 31, 2024 and 2023 , we had cash and cash equivalents of $455.7 million and $442.6 million, respectively, and marketable securities of $364.6 million and $0, respectively.

In September 2022, we entered into an Open Market Sale Agreement (the "Sales Agreement") with Jefferies LLC ("Jefferies"), pursuant to which we may issue and sell ADSs, each representing one ordinary share, having an aggregate offering price of up to $250 million, from time to time, in one or more at-the-market offerings, for which Jefferies will act as sales agent and/or principal.

The at-the-market facility has been registered under the Securities Act pursuant to our Registration Statement on Form S-3ASR (File No.

333-278120) .

As of December 31, 2024 , no issuances or sales had been made pursuant to the Sales Agreement.

Other than our loan facility entered into with Pharmakon Advisors, LP in November 2022 (the Pharmakon Loan Agreement), under which we have borrowed $50 million, which bears

interest at a fixed rate of 9.75% and is due to mature in November 2028, we currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years,

other than our lease obligations and supplier purchase commitments.

On February 2, 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes.

In February 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes.

Our net proceeds from the offering of the Notes were $389.1 million , after deducting the initial purchasers’ discounts and commissions and the offering expenses.

The Notes are senior, unsecured

obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or repurchased.

The Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August

1, 2024, at a rate of 2.50% per year.

Our intention is to use part of the proceeds to repay in full loans outstanding under the Pharmakon Loan Agreement.

As of the date of this Annual Report, we have not yet repaid those loans and our

indebtedness includes both the Pharmakon Loan Agreement and the Notes.

As of December 31, 2023, we had cash and cash equivalents of $442.6 million, as compared with $402.5 million as of December 31, 2022.

The increase of $40.1 million in cash and cash equivalents

was primarily due to cash generated from operations including, an increase of KIMMTRAK revenue as well as an increase in cash proceeds received from the exercise of employee stock options partially offset by purchases of property, plant and

Our working capital was $389.8 million as of December 31, 2023 as compared with $373.1 million as of December 31, 2022.

The Notes are senior, unsecured obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or repurchased.

The Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024, at a rate of 2.50% per year.

Part of the proceeds were used to repay in full loans outstanding under our loan agreement with Pharmakon (the “Pharmakon Loan Agreement”).

In November 2024, we paid $52.1 million to prepay in full the loans outstanding under the Pharmakon Loan Agreement with a maturity of November 8, 2028, consisting of $50.0 million principal, $0.5 million accrued interest and $1.6 million attributable to a prepayment premium and other expenses payable pursuant to the Pharmakon Loan Agreement.

We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business.

As of December 31, 2024 , we had cash and cash equivalents of $455.7 million , as compared to $442.6 million as of December 31, 2023 and w e also have marketable securities of $364.6 million as of December 31, 2024 as compared to $0 as of December 31, 2023 .

Our working capital was $717.7 million as of December 31, 2024 as compared to $389.8 million as of December 31, 2023 .

The following table summarizes the primary sources and uses of cash for each period presented (in thousands):

1 unchanged sentence

Cash and cash equivalents at beginning of the year $ 442,626 $ 402,472

Net cash provided by (used) in operating activities

Net cash provided by operating activities

Net cash used in investing activities (355,129) (5,425)

2 unchanged sentences

Cash and cash equivalents at end of the year $ 455,731 $ 442,626

Net cash provided by our operating activities was $2.9 million for the year ended December 31, 2023, compared to cash used in operating activities of $49.2 million and

$143.1 million for the years ended December 31, 2022 and 2021, respectively.

The increase of $52.1 million in the year ended December 31, 2023 was primarily due to significantly higher product revenue in the year ended December 31, 2023, due to

the growth of KIMMTRAK volume primarily in the U.S., partly offset by higher R&D expenses due to an increase in clinical trial programs and higher SG&A expenses from increased investments in our commercial and administrative

infrastructure in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Net cash used in operating activities was $49.2 million for the year ended December 31, 2022, compared to $143.1 million for the year ended

December 31, 2021.

This decrease of $93.9 million in the year ended December 31, 2022 was primarily due to significantly higher product revenue in the year ended December 31, 2022, following regulatory approval of KIMMTRAK in 2022, partly

offset by SG&A expenses from increased investments in our commercial and administrative infrastructure in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Net cash used in investing activities was $5.4 million, $2.2 million, and $1.3 million for the years ended December 31, 2023, 2022 and 2021,

respectively.

The net cash used in investing activities during all years was primarily related to purchases of property, plant and equipment.

Net cash provided by our operating activities was $26.1 million for the year ended December 31, 2024, compared to $2.9 million for the year ended December 31, 2023.

The increase of $23.1 million was due to increased revenue related to KIMMTRAK and favorable working capital movements driven by higher accrued expenses relating to timing of rebate payments, partly offset by increases in R&D expenses primarily related to clinical trial costs in the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Net cash used in investing activities was $355.1 million for the year ended December 31, 2024, compared to $5.4 million for the year ended December 31, 2023.

The net cash used in investing activities increased for the year ended December 31, 2024 due to purchases of marketable securities of $350.0 million.

Net cash provided by our financing activities during the year ended December 31, 2024 was $343.9 million as compared to $34.3 million for the year ended December 31, 2023.

The decrease of $111.1 million was the result of the net cash proceeds from the PIPE in July 2022 of $139.5 million with no similar proceeds in the year ended December 31, 2023, offset partially by an increase in cash proceeds from the exercise

of share options in 2023 relative to 2022.

Net cash provided by our financing activities during the year ended December 31, 2022 was $145.4 million, compared to $288.2 million for the year ended December 31, 2021.

The decrease of $142.8

million was the result of net cash proceeds of $286.9 million in connection with our IPO and concurrent private placement in the year ended December 31, 2021 as compared to net cash proceeds from the PIPE of $139.5 million in the year ended

December 31, 2022, partially offset by an increase of cash proceeds from the exercise of share options of $8.4 million in the years ended December 31, 2022 as compared to the year ended December 31, 2021.

The increase of $309.5 million was the result of the net cash proceeds of $389.1 million from the offering of the Notes after deducting issuance costs of $13.4 million, partially offset by the $52.1 million Pharmakon loan repayment.

Future Capital Requirements

Since our inception, we have incurred significant losses due to our substantial R&D and SG&A expenses.

We have an accumulated deficit of $744.7 million as of

December 31, 2023.

territories and continue R&D and clinical activities for our product candidates.

In addition, since our initial public offering in February 2021, we have incurred additional costs associated with operating as a public company, which could

continue to increase further in future periods.

We have an accumulated deficit of $795.8 million as of December 31, 2024 .

We expect to continue to incur significant losses in the foreseeable future and expect our expenses to increase in connection with our ongoing activities, particularly as we continue to commercialize KIMMTRAK in additional territories, continue our research and development programs and the advancement of our product candidates through preclinical and clinical development, and seek regulatory approval and pursue commercialization of any approved product candidates.

Our expenses will also increase if, and as, we:

11 unchanged sentences

• maintain, protect, defend, enforce and expand our intellectual property portfolio; and

experience any delays, interruptions or encounter issues with any of the above, including any delays or other impacts as a result of the war in Ukraine, the state of war between Hamas and Israel, global

geopolitical tension, supply chain disruptions, worsening macroeconomic conditions, including supply chain disruptions, rising interest rates and inflation, and health epidemics or pandemics.

Since our inception, we have raised funds from sales of equity securities, debt financing, product and pre-product revenue and collaboration agreements.

maintain such levels of expenditure and our anticipated expenditure, we expect to raise further funds by exploring debt or equity financing, or potentially further collaborations, in the future.

The amount we are able to raise from these

options can vary with market conditions, including the impacts of recently worsening macroeconomic conditions such as supply chain disruptions, rising interest rates and volatility in the capital markets, and our longer term strategy as a

company is dependent on our ability to successfully raise such funding.

• experience any delays, interruptions or encounter issues with any of the above, including any delays or other impacts as a result of the war in Ukraine, the conflict in the Middle East, global geopolitical tension, worsening macroeconomic conditions, including supply chain disruptions, fluctuations in interest rates, rising inflation, and tariffs, or health epidemics or pandemics.

Since our inception, we have raised funds from sales of equity securities, debt financing, revenue from sale of therapies and collaboration agreements.

In order to maintain such levels of expenditure and our anticipated expenditure, we may raise further funds by exploring debt or equity financing, or potentially further collaborations, in the future.

The amount we are able to raise from these options can vary with market conditions, including the impacts of macroeconomic conditions such as supply chain disruptions, fluctuations in interest rates and volatility in the capital markets, and our longer term strategy as a company is dependent on our ability to successfully raise such funding.

Moreover, we have based our estimates on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

We held cash and cash equivalents of $442.6 million as of December 31, 2023.

Based on our current operating plans, we expect that our existing cash and cash equivalents,

along with anticipated revenue from KIMMTRAK and the cash proceeds from our February 2024 Notes offering, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing of

this Annual Report.

We held cash and cash equivalents of $455.7 million and marketable securities of $364.6 million as of December 31, 2024 .

Based on our current operating plans, we expect that our existing cash and cash equivalents and marketable securities balances, along with anticipated revenue from KIMMTRAK and the cash proceeds from our February 2024 Notes offering, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing of this Annual Report.

We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect.

Given our need for additional financing to support the long-term clinical development of

our programs, we intend to consider additional financing opportunities when market terms are favorable to us.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates, we are unable to estimate

the exact amount of our working capital requirements.

Given our need for additional financing to support the long-term clinical development of our programs, we intend to consider additional financing opportunities when market terms are favorable to us.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates, we are unable to estimate the exact amount of our working capital requirements.

Our future funding requirements will depend on and could increase significantly as a result of many factors, including:

the progress, timing, scope and costs of our clinical trials, including the ability to timely initiate clinical sites, enroll subjects and manufacture soluble bispecific TCR product candidates for our

ongoing, planned and potential future clinical trials;

• the progress, timing, scope and costs of our clinical trials, including the ability to timely initiate clinical sites, enroll subjects and manufacture soluble bispecific TCR product candidates for our ongoing, planned and potential future clinical trials;

• the time and costs required to perform R&D to identify and characterize new product candidates from our research programs;

• the time and cost necessary to obtain regulatory authorizations and approvals that may be required by regulatory authorities to execute clinical trials or commercialize our products;

the amount of sales and other revenues from KIMMTRAK in the U.S., Europe, and other regions, if approved;

• the amount of sales and other revenues from KIMMTRAK in the United States, Europe, and other regions, if approved;

• our ability to successfully commercialize our other product candidates;

our ability to have clinical and commercial products successfully manufactured consistent with FDA, regulations of the EU and other authorities’

the amount of sales and other revenues from product candidates that we may commercialize, if any, including the selling prices for such potential products and the availability of adequate third-party

coverage and reimbursement for patients;

• our ability to have clinical and commercial products successfully manufactured consistent with FDA, regulations of the EU and other authorities’ regulations;

• the amount of sales and other revenues from product candidates that we may commercialize, if any, including the selling prices for such potential products and the availability of adequate third-party coverage and reimbursement for patients;

• the sales and marketing costs associated with commercializing our products, if approved, including the cost and timing of building our marketing and sales capabilities;

• the cost of building, staffing and validating our manufacturing processes, which may include capital expenditure;

the terms and timing of any revenue from our existing collaborations;

the costs of operating as a public company;

• the continued costs of operating as a public company;

• the time and cost necessary to respond to technological, regulatory, political and market developments;

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• the inability of clinical sites to enroll patients as healthcare capacities are required to cope with natural disasters, epidemics or other health system emergencies.

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change

the costs and timing associated with the development and commercialization of that product candidate.

Furthermore, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements

associated with such operating plans.

Until we can generate sufficient revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public

or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements as well as grant funding.

If we raise additional capital through marketing and

distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research

programs or grant licenses on terms that may not be favorable to us.

If we raise additional capital through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect our

shareholders’ rights.

Further, to the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, our shareholders’ ownership interest will be diluted.

additional capital through debt financing, it would be subject to fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital

expenditures or declaring dividends.

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change the costs and timing associated with the development and commercialization of that product candidate.

Furthermore, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans.

Until we can generate sufficient revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements as well as grant funding.

If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us.

If we raise additional capital through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights.

Further, to the extent that we raise additional capital through the sale of ordinary shares or securities convertible or exchangeable into ordinary shares, our shareholders’ ownership interest will be diluted.

If we raise additional capital through debt financing, it would be subject to fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

If we are unable to obtain additional funding on favorable terms when needed, we may have to delay, reduce the scope of or terminate one or more of our R&D programs or clinical trials.

Our ability to raise additional capital may also be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial

markets in the United States and worldwide.

Our ability to raise additional capital may also be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial markets in the United States and worldwide.

We are also mindful that conditions in the current macroeconomic environment could affect our ability to achieve our goals.

We sell our products in countries that face economic volatility and

Although we have historically collected receivables from customers in such countries, sustained weakness or further deterioration of the local economies and currencies may cause customers in those countries to be unable to pay for our

We sell our products in countries that face economic volatility and weakness.

We will continue to monitor these conditions and will attempt to adjust our business processes, as appropriate, to mitigate macroeconomic risks to our business.

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Leases and manufacturing

As part of our ongoing operations, we have material contractual lease obligations over expected lease terms of several years and expiry dates extending to 2043 primarily

for our most significant facilities in the United Kingdom.

As part of our ongoing operations, we have material contractual lease obligations over expected lease terms of several years and expiry dates extending to 2043 primarily for our most significant facilities in the United Kingdom.

These obligations and potential obligations could result in payments of up to $65.6 million.

The majority of such payments represent longer-term commitments as outlined in the notes to

our consolidated financial statements.

The majority of such payments represent longer-term commitments as outlined in the notes to our consolidated financial statements.

The lease agreements are cancellable assuming certain conditions are met prior to expiry.

We expect to continue to incur expenses for such leases for the foreseeable future.

As we continue to grow, launch

further products or expand our operations in other countries, we may determine that it is necessary to enter into further lease agreements, which would further increase our cash outflows.

Further obligations or commitments in the near term

relate to our capital expenditure requirements for the purpose of improving our leased facilities.

As we continue to grow, launch further products or expand our operations in other countries, we may determine that it is necessary to enter into further lease agreements, which would further increase our cash outflows.

Further obligations or commitments in the near term relate to our capital expenditure requirements for the purpose of improving our leased facilities.

If we continue to grow, such commitments may become significant in value.

We have a number of existing manufacturing obligations, some of which relate to the manufacture of KIMMTRAK.

We have similar obligations related to our earlier stage

These obligations and potential obligations could result in payments of up to $13.1 million, and are expected to increase as we commit to advancing the development of our IMC-F106C program in 2024 and beyond.

While we have already

incurred costs for commercial launches in the United States, Europe and other territories, additional manufacturing obligations may arise in future in relation to product sales in these territories.

We have also entered into third-party

agreements relating to marketing and distribution.

We have similar obligations related to our earlier stage programs.

These obligations and potential obligations could result in payments of up to $27.7 million, and are expected to increase as we continue to advance the development of our brenetafusp program in 2024 and beyond.

While we have already incurred costs for commercial launches of KIMMTRAK in the United States, Europe and other territories, additional manufacturing obligations may arise in future in relation to product sales in these territories.

We have also entered into third-party agreements relating to marketing and distribution of KIMMTRAK.

The majority of such obligations have standard payment terms, and our level of non-cancellable commitments with such parties is not considered material.

To meet demand, we may amend or enter

into further agreements with CMOs or other parties which could cause our cash requirements to increase.

While receipts from the sale of KIMMTRAK or other future products may fund our ongoing manufacturing and sales efforts, there can be no

assurance that we will earn such revenues.

In the longer term, if we received regulatory approval for our other product candidates, we would expect to incur significant commercialization expenses related to product manufacturing, sales,

marketing and distribution, depending on where we choose to commercialize.

To meet demand, we may amend or enter into further agreements with CMOs or other parties which could cause our cash requirements to increase.

While receipts from the sale of KIMMTRAK or other future products may fund our ongoing manufacturing and sales efforts, there can be no assurance that we will earn such revenues.

In the longer term, if we received regulatory approval for our other product candidates, we would expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize.

We may also require additional capital to pursue in-licenses or acquisitions of other product candidates.

In addition to the above obligations, commitments and potential future cash outflows, we enter into a variety of agreements and financial commitments in the normal course

In addition to the above obligations, commitments and potential future cash outflows, we enter into a variety of agreements and financial commitments in the normal course of business.

The terms generally provide us the option to cancel, reschedule and adjust our requirements based on our business needs, prior to the delivery of goods or performance of services.

However, it is not possible to predict the amount

of future payments under these agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement.

However, it is not possible to predict the amount of future payments under these agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement.

Financing obligations

From a financing perspective, we are required to make interest payments, and, from 2026 onward, repayments of principal borrowings under our loan agreement with Pharmakon,

until at least 2028.

The loan liability as of December 31, 2023 was $48.0 million, and further details regarding this loan facility are provided in the notes to our consolidated financial statements.

We have the option to draw down a further

$50 million under our agreement with Pharmakon.

Under the terms of our agreement with the Gates Foundation, we are required to develop, manufacture and commercialize soluble TCR bispecific therapeutic candidates

targeted to mutually agreed neglected diseases, currently HIV, with the potential to treat people at an affordable price in developing countries.

In the event of certain defaults by us under the agreement, the Gates Foundation has the right to

sell, or require us to buy-back, any of the shareholdings of us held by the Gates Foundation.

In such an event, if within 12 months after such redemption or sale, we experience a change in control at a valuation of more than 150% of the

valuation used for the redemption or the sale of the shares, we have agreed to pay the Gates Foundation compensation equal to the excess of what it would have received in such transaction if it still held its shares at the time of such change

of control over what it received in the sale or redemption of its shares.

On February 2, 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes, including the exercise in full of the initial

purchasers’ option to purchase up to an additional $52.5 million principal amount of Notes.

Our net proceeds from the offering of the Notes were $389.3 million, after deducting the initial

purchasers’ discounts and commissions and the offering expenses.

The Notes are senior, unsecured obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or

Under the terms of our agreement with the Gates Foundation, we are required to develop, manufacture and commercialize soluble TCR bispecific therapeutic candidates targeted to mutually agreed neglected diseases, currently HIV, with the potential to treat people at an affordable price in developing countries.

In the event of certain defaults by us under the agreement, the Gates Foundation has the right to sell, or require us to buy-back, any of the shareholdings of us held by the Gates Foundation.

In such an event, if within 12 months after such redemption or sale, we experience a change in control at a valuation of more than 150% of the valuation used for the redemption or the sale of the shares, we have agreed to pay the Gates Foundation compensation equal to the excess of what it would have received in such transaction if it still held its shares at the time of such change of control over what it received in the sale or redemption of its shares.

On February 2, 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $52.5 million principal amount of Notes.

Our net proceeds from the offering of the Notes were $389.1 million , after deducting the initial purchasers’ discounts and commissions and the offering expenses.

The Notes are senior, unsecured obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or repurchased.

The Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024, at a rate of 2.50% per year.

Selected Financial Data – for the quarters ended 2023 under U.S.

GAAP (unaudited)

The following table contains selected quarterly unaudited financial information for the year ended December 31, 2023 (in thousands, except per share data).

The selected information for each of the quarters

reflects our retrospective change due to the conversion from IFRS to U.S.

GAAP and includes all normal and recurring adjustments necessary for the fair presentation of our results of operations.

Total revenue

Cost and operating expenses

Net (loss)/income

Basic net (loss) / earnings per share

On November 8, 2024, we repaid in full the loan outstanding under the Pharmakon Loan Agreement, terminating all obligations.

Further details regarding the termination of this loan facility are provided in the notes to our consolidated financial statements.

Our Key Collaboration Agreements

Genentech Collaboration

In June 2013, we entered into a research collaboration and license agreement, or the 2013 Genentech Agreement, with Genentech, and F.

Hoffmann-La Roche Ltd, or Roche,

pursuant to which we, along with Genentech and Roche, agreed to collaborate in the development, manufacture and ultimately, commercialization of soluble TCR bispecific therapeutic candidate compounds.

Under the 2013 Genentech Agreement,

Genentech paid us an initial upfront payment of $20 million in exchange for exclusive licenses to two of our targets, MAGE-A4 and as well as an undisclosed target.

The first pre-clinical program nominated under the 2013 Genentech Agreement was

target MAGE-A4, which we refer to as our IMC-C103C program.

In February 2023, Genentech accepted our proposal to cease co-funding the development of MAGE-A4 HLA-A02 targeted programs, except for our equal share of the wind-down

costs of the IMC-C103C Phase 1 clinical trial.

Genentech will acquire an exclusive worldwide license to the MAGE-A4HLA-A02 soluble TCR bispecific therapeutic candidate compounds and will be fully responsible for all further development and

commercialization of such candidate compounds, at its expense.

We are eligible to receive development and commercial milestone payments plus royalties from Genentech on any sales of MAGE-A4 HLA-A02 targeted products arising under the Genentech

For more information, please see “Item 1 Business —Our Collaborations and License Agreements—Genentech Collaboration.”

BMS Collaboration

In February 2024, we entered into a clinical trial collaboration and supply agreement with BMS (the "BMS Agreement") to investigate our ImmTAC bispecific TCR candidate targeting PRAME HLA-A*02:01, brenetafusp (previously IMC-F106C), in combination with BMS’s nivolumab, in first-line advanced cutaneous melanoma.

Under the terms of the BMS Agreement, we are sponsoring and funding the registrational Phase 3 clinical trial of brenetafusp in combination with nivolumab in first-line advanced cutaneous melanoma (PRISM-MEL-301), and BMS is providing nivolumab.

No monetary consideration is transferred as a result of the BMS Agreement.

Gadeta Collaboration

In December 2022, we entered into a Collaboration, Option and License Agreement, or the Gadeta Collaboration, with Gadeta B.V., or Gadeta, which was acquired by Clade

Therapeutics, or Clade, in October 2023.

Under the Gadeta Collaboration, we will collaborate on ‘201 γδ-TCR target discovery, and we will have the option to develop ImmTAC therapies derived from the ‘201 TCR as part of the research

collaboration.

Following the acquisition of Gadeta by Clade, the rights under the Gadeta Collaboration then were transferred to Ateda Therapeutics, or Ateda.

Our rights and obligations under the terms of the Gadeta Collaboration have not

altered through this transfer and we have an option for an exclusive license to further research, develop and commercialize an ImmTAC candidate from the Gadeta Collaboration.

If we exercised this option, Gadeta could be eligible to receive

further payments from us.

We have made payments totaling $2.0 million to Gadeta under the Gadeta Collaboration as of December 31, 2023.

Any further payments under the Gadeta Collaboration will be due to Ateda.

In December 2022, we entered into a collaboration, option and license agreement, (the “Gadeta Collaboration”), with Gadeta B.V., (“Gadeta”), which was acquired by Clade Therapeutics, (“Clade”), in October 2023.

Under the Gadeta Collaboration, we collaborated on ‘201 γδ-TCR target discovery, and we had the option to develop ImmTAC therapies derived from the ‘201 TCR.

Following the acquisition of Gadeta by Clade, the rights under the Gadeta Collaboration were transferred to a newly established entity called Ateda Therapeutics, (“Ateda”).

Our rights and obligations under the terms of the Gadeta Collaboration did not alter through this transfer.

In April 2024, Clade was acquired by Century Therapeutics.

Our rights and obligations under the Gadeta Collaboration were not affected by the acquisition.

In December 2024, we elected not to exercise the option to develop ImmTAC therapies derived from the ‘201 TCR, bringing to an end any payment obligations related to such activities.

Under the surviving license terms, We retain the right to develop therapies directed to the target recognized by the ‘201 TCR provided such therapies are not derived from the ‘201 TCR.

Should we elect to develop such therapies, then the defined milestones and royalties may be owed to Ateda.

We have incurred amounts totaling $2.8 million under the Gadeta Collaboration as of December 31, 2024.

Critical Accounting Estimates

Our consolidated financial statements as of December 31, 2024 and 2023 , and for the years ended 2024, 2023 and 2022 have been prepared in accordance with U.S.

preparation of the consolidated financial statements requires us to make judgements, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date,

and revenues and expenses arising during the fiscal year.

The estimates and associated assumptions are based on information available when the consolidated financial statements are prepared, historical experience and various other

factors which are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control.

The preparation of the consolidated financial statements requires us to make judgements, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date, and revenues and expenses arising during the fiscal year.

The estimates and associated assumptions are based on information available when the consolidated financial statements are prepared, historical experience and various other factors which are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control.

Hence, estimates may vary from the actual values.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognized in the period in which the estimate is revised

if the revision affects only that period or the period of revision and future periods if this revision affects both current and future periods.

Revisions to accounting estimates are recognized in the period in which they become known and are applied prospectively.

Expected rebate and chargeback percentage for revenue deductions

Since approval of KIMMTRAK in 2022, we have a short history of actual rebate claims or chargebacks, and such information may have limited predictive value.

expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales.

The proportion of sales subject to a rebate or chargeback

is inherently uncertain and estimates are based on internal assumptions, which may change as we develop more product experience, and third-party data, which we assess for reliability and relevance.

We are subject to state government Medicaid programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating

state and local government entities, depending on the eligibility and circumstances of patients treated with KIMMTRAK after we have sold vials to specialty distributors.

We are also subject to chargebacks from its specialty distributors under

the 340B program in the United States, whereby qualifying hospitals are entitled to purchase KIMMTRAK at a lower price.

For such sales, our specialty distributors charge back the difference between the wholesale acquisition cost and this lower

Estimating expected rebate and chargeback percentages for revenue deductions is judgmental due to the time delay between the date of the sale to specialty distributors and the subsequent dates on which we are able to determine actual

amounts of chargebacks and rebates.

We use the expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales.

The proportion of sales subject to a rebate or chargeback is inherently uncertain and estimates are based on internal assumptions, which may change as we develop more product experience, and third-party data, which we assess for reliability and relevance.

We are subject to state government Medicaid programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating state and local government entities, depending on the eligibility and circumstances of patients treated with KIMMTRAK after we have sold vials to specialty distributors.

We are also subject to chargebacks from its specialty distributors under the 340B program in the United States, whereby qualifying hospitals are entitled to purchase KIMMTRAK at a lower price.

For such sales, our specialty distributors charge back the difference between the wholesale acquisition cost and this lower price.

We form estimates of 340B chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by specialty distributors.

For Medicaid and other rebates, we form estimates

based on information obtained from claims received and other industry data, and external health coverage statistics.

For Medicaid and other rebates, we form estimates based on information obtained from claims received and other industry data, and external health coverage statistics.

Judgment is applied to consider the relevance and reliability of information used to make these estimates.

Judgment is also required in determining expected rebate percentages for the amount of net pre-product revenue and product revenue in France.

Rebates payable to the

Economic Committee for Health Products, or CEPS, under compassionate use, early access and commercial programs are subject to a high degree of estimation uncertainty.

Our estimate of these rebates represents the difference between the expected

agreed price for the commercial sale of KIMMTRAK in France, which is subject to negotiation, and the initial price of tebentafusp and KIMMTRAK sold under early access and commercial programs until this price is agreed.

Analysis of further

legislative requirements, sales volumes and the expected benefit of KIMMTRAK to patients in France is also required in the assessment of rebates payable.

We apply judgement to assess internal targets, pricing information of other therapies

approved for sale in France, information obtained from price negotiations of KIMMTRAK in other countries, and information connected with KIMMTRAK’s safety profile when forming its estimated rebate deduction from revenue.

A similar approach is

taken across other European markets, with judgements made in line with expected pricing outcomes.

Our total accrued revenue deductions as of December 31, 2023 were $ 66.7

million, including amounts of $61.7 million for the critical estimates subject to greater estimation uncertainty and judgments described above.

These are included within Accrued expenses and other current liabilities and Accrued expenses,

non-current in the Consolidated Balance Sheet as of December 31, 2023.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates

described above would have resulted in a $12.3 million reduction or increase, respectively, in Total revenue from the sale of therapies reported in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31,

We believe our expected values of accruals reported in the Consolidated Balance Sheet are materially appropriate; however, due to the uncertainties and judgements outlined above, it is possible eventual amounts could significantly differ

to these estimates.

For critical estimates reported at the end of December 31, 2022 where the uncertainty was resolved in the year ended December 31, 2023, actual amounts resulted in the recognition of an additional $2.6 million of revenue in

the year ended December 31, 2023, which represented a 10% difference to the amount estimated at December 31, 2022.

Judgment is also required in determining expected rebate percentages for the amount of net revenue from sale of therapies in France.

Rebates payable are subject to a high degree of estimation uncertainty.

Our estimate of these rebates represents the difference between the expected agreed price for the commercial sale of KIMMTRAK in France, which is subject to negotiation, and the initial price of tebentafusp and KIMMTRAK until this price is agreed.

Analysis of further legislative requirements, sales volumes and the expected benefit of KIMMTRAK to patients in France is also required in the assessment of rebates payable.

We apply judgement to assess internal targets, pricing information of other therapies approved for sale in France, information obtained from price negotiations of KIMMTRAK in other countries, and information connected with KIMMTRAK’s safety profile when forming our estimated rebate deduction from revenue.

For other European markets, where the price is open to negotiation, judgements are made in line with expected pricing outcomes.

Our total accrued revenue deductions as of December 31, 2024 were $110.9 million, including amounts of $103.9 million for the critical estimates subject to greater estimation uncertainty and judgments described above.

These are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2024.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $20.8 million reduction or increase, respectively, in revenue from sale of therapies, net reported in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

For critical estimates reported at the end of December 31, 2023 where the uncertainty remains unresolved, additional information in the year ended December 31, 2024, resulted in a change in estimate of an additional $18.1 million of net increase to our total accrued revenue deductions as of December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

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Item 7. Management’s Discussion and Analysis