Immunocore Holdings plc 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Exchange Act Rules 13a-15(f ) and 15d-15(f ) define this as a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, projections of any evaluation of the effectiveness of internal controls to future periods may prove invalid due to changes in our circumstances and the risk that compliance with policies, procedures and controls is not sustained. Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2024 based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting as of December 31, 2024 was effective. 133 Table of Contents Our independent registered public accountant, Deloitte LLP, who audited the consolidated financial statements as of and for the year ended December 31, 2024 included in this annual report, have audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. Deloitte LLP’s report is included below. Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Immunocore Holdings plc: Opinion on Internal Control Over Financial Reporting We have audited the internal control over financial reporting of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte LLP Cambridge, United Kingdom February 26, 2025 134 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Insider Trading Arrangements During the three months ended December 31, 2024 , none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 . We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, to the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. The Code of Business Conduct and Ethics is available on our website at https://ir.immunocore.com/corporate-governance/document-charters. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have also adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 . Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 . 135 Table of Contents Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 . PART IV Item 15. Exhibits and Financial Statement Schedules Incorporation by Reference Exhibit Number Description Schedule/ Form File Number Exhibit Filing Date 3.1 Articles of Association of Immunocore Holdings plc 10-Q 001-39992 3.1 August 8, 2024 4.1 Deposit Agreement 20-F 001-39992 2.2 March 25, 2021 4.2 Form of American Depositary Receipt (included in Exhibit 4.1 ) 20-F 001-39992 2.3 March 25, 2021 4.3 Description of Registered Securities 20-F 001-39992 2.4 March 25, 2021 4.4 Indenture, dated as of February 2, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. 8-K 001-39992 4.1 February 2, 2024 4.5 Form of Global Note, representing the Company’s 2.50% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-39992 4.2 February 2, 2024 10.1 Subscription Agreement between the Registrant and the Bill & Melinda Gates Foundation, dated February 3, 2021 F-1/A 333-252166 4.3 February 3, 2021 10.2 Amended and Restated Global Access Commitments Agreement, dated as of March 2, 2020, between the Registrant and the Bill & Melinda Gates Foundation F-1 333-252166 10.11 January 15, 2021 10.3† First Amendment to the Amended and Restated Global Access Commitments Agreement, dated as of February 3, 2021, between the Registrant and the Bill & Melinda Gates Foundation F-1/A 333-252166 10.12 February 3, 2021 10.4 Lease, dated as of March 28, 2017, between the Registrant and MEPC MILTON PARK NO. 1 LIMITED and MEPC MILTON PARK NO. 2 LIMITED, on behalf of MEPC Milton LP F-1 333-252166 10.13 January 15, 2021 10.5 Lease, dated as of December 28, 2017, between the Registrant and MEPC MILTON PARK NO. 1 LIMITED and MEPC MILTON PARK NO. 2 LIMITED, on behalf of MEPC Milton LP F-1 333-252166 10.14 January 15, 2021 136 Table of Contents 10.6 Lease, dated as of March 28, 2017, between the Registrant and MEPC MILTON PARK NO. 1 LIMITED and MEPC MILTON PARK NO. 2 LIMITED, on behalf of MEPC Milton LP F-1 333-252166 10.15 January 15, 2021 10.7† Assignment and Exclusive License, dated as of January 28, 2015, between the Registrant and Adaptimmune Limited F-1 333-252166 10.16 January 15, 2021 10.8# Employment Agreement between the Registrant and Bahija Jallal, Ph.D., dated January 29, 2021 F-1 333-252166 10.18 January 15, 2021 10.9#* Employment Agreement between the Registrant and Travi s Coy , dated December 31 , 202 4 10.10# Employment Agreement between the Registrant and David Berman, MD., Ph.D., dated January 29, 2021 10-K 001-39992 10.13 February 28, 2024 10.11# Employment Agreement between the Registrant and Tina St Leger, dated August 2, 2021 10-K 001-39992 10.14 February 28, 2024 10.12 Form of Deed of Indemnity between the Registrant and each of its directors F-1 333-252166 10.1 January 15, 2021 10.13 Form of Deed of Indemnity between the Registrant and each of its executive officers F-1 333-252166 10.2 January 15, 2021 10.14 Immunocore Holdings plc 2021 Equity Incentive Plan. and Non-Employee Sub Plan to the Immunocore Holdings plc 2021 Equity Incentive Plan 20-F 001-39992 4.20 March 25, 2021 10.15 Sales Agreement, dated as of September 9, 2022, by and between the Company and Jefferies LLC 6-K 001-39992 1.1 September 9, 2022 10.16 Registration Rights Agreement, dated May 28, 2024, by and among the Company and 667, L.P. and Baker Brothers Life Sciences, L.P. 8-K 001-39992 10.2 May 28, 2024 10.17#* Form of Restricted Share Unit Agreement under 2021 Equity Incentive Plan 19.1* A mend ed and Restated Insider Trading and Window Period Policy 21.1* Subsidiaries of the Registrant 23.1* Consent of Deloitte LLP 23.2* Consent of KPMG LLP 24.1* Power of Attorney (incorporated by reference to the signature pages of this Annual Report on Form 10-K). 137 Table of Contents 31.1* Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification by the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Immunocore Holdings plc Incentive Compensation Recoupment Policy 10-K 001-39992 97.1 February 28, 2024 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** This certification is deemed furnished, not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. † Certain portions of this exhibit (indicated by asterisks) have been redacted in accordance with Regulation S-K, Item 601(b)(10). # Indicates a management contract or any compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 138 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMMUNOCORE HOLDINGS PLC By: /s/ Bahija Jallal Bahija Jallal, Ph.D. Chief Executive Officer ( Principal Executive Officer) Date: February 26, 2025 139 Table of Contents POWER OF ATTORNEY Each of the undersigned officers and directors of Immunocore Holdings plc, hereby constitutes and appoints Bahija Jallal and Travis Coy, their true and lawful attorney-in-fact and agent, for them and in their name, place and stead, in any and all capacities, to sign their name to any and all amendments to this Report on Form 10-K, and other related documents, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for himself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on February 26, 2025 on behalf of the registrant and in the capacities indicated. SIGNATURE TITLE DATE /s/ Bahija Jallal, Ph.D. Chief Executive Officer and Director (Principal Executive Officer) February 26, 2025 Bahija Jallal, Ph.D. /s/ Travis Coy Chief Financial Officer (Principal Financial Officer) February 26, 2025 Travis Coy /s/ John Goll SVP, Finance and Chief Accounting Officer (Principal Accounting Officer) February 26, 2025 John Goll /s/ Professor Sir John Bell Chairman of the Board of Directors February 26, 2025 Professor Sir John Bell /s/ Roy S. Herbst, M.D., Ph.D. Director February 26, 2025 Roy S. Herbst, M.D., Ph.D. /s/ Siddharth Kaul Director February 26, 2025 Siddharth Kaul /s/ Mr. Ranjeev Krishana Director February 26, 2025 Mr. Ranjeev Krishana Director February 26, 2025 Dr. William Pao, M.D., Ph.D. /s/ Robert Perez Director February 26, 2025 Robert Perez /s/ Kristine Peterson Director February 26, 2025 Kristine Peterson /s/ Professor Sir Peter Ratcliffe Director February 26, 2025 Professor Sir Peter Ratcliffe 140 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1147 ) F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID 1118 ) F- 4 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 , 2023 and 2022 F- 6 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 , 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 and 2022 F- 8 Notes to the Consolidated Financial Statements F- 9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Immunocore Holdings plc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024 , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2025 , expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue from sale of therapies, net – Deductions for government rebates — Refer to Notes 2 and 3 to the financial statements Critical Audit Matter Description As more fully disclosed in the Significant Accounting Policies note to the financial statements, the Company recognizes revenue from sale of therapies at the net sales price, which includes deductions for which reserves are established. These deductions include rebates, chargebacks, levies and product returns. F-2 Table of Contents Government rebates are provided in relation to programs in certain jurisdictions in which the Company operates. In certain of these jurisdictions, particularly in newer markets where there is less history of rebate claims, management is required to make significant assumptions and judgments to estimate the government rebate claims related to sales in the respective geographies. These assumptions and judgements include: (1) pricing in geographies where negotiations are ongoing with the respective governments; (2) amounts where the government has the potential to clawback additional costs based on volume of sales, government budgets or through renegotiation of pricing; and (3) future claims yet to be received, related to products sold in the reporting period. These estimates include consideration of internal forecasts of the patient and distributor mix, information obtained from historic claims received and other industry data, and external health coverage statistics. We identified deductions and accrual for government rebates in certain jurisdictions where there is less history of rebate claims as a critical audit matter given the complexity involved in determining the significant assumptions and judgments used in estimating the anticipated government rebate claims, which in turn led to a high degree of auditor professional judgment and increased extent of audit effort in auditing such estimates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the government rebates, included the following, among others: - We tested the effectiveness of controls over management’s processes to account for the deductions associated with government rebates, including controls over determining the underlying assumptions and key inputs into the Company’s process to calculate government rebate adjustments. - We inspected contractual documents and communications with government agencies and third party advisors associated with the government rebates, and evaluated the consistency of the estimation methodology with the Company’s obligations under such contractual documents and communications. - We tested the mathematical accuracy of the Company’s calculation of the estimates for government rebates. - We evaluated whether the accounting treatment for the anticipated government rebate claims is consistent with the relevant accounting standard, ASC 606 Revenue Recognition. - We performed the following procedures to evaluate the significant assumptions and judgments used by management to estimate the government rebate claims: (i) stress tested certain assumptions and subjective inputs for the government rebates to evaluate the impact on the estimate; (ii) evaluated management's estimates by using a combination of internal and third-party data, and insights from pricing experts to develop our own independent estimates; and (iii) assessed whether the actual rebate payments made in the year were in line with the relevant contractual terms. /s/ Deloitte LLP Cambridge, United Kingdom February 26, 2025 We have served as the Company’s auditor since 2023. F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Immunocore Holdings plc Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows of Immunocore Holdings plc and subsidiaries (the Company) for the year ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the company and its cash flows for the year ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 2009 to 2023. London, United Kingdom February 28, 2024, except for Note 13, as to which the date is February 26, 2025. F-4 Table of Contents Immunocore Holdings Plc Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 455,731 $ 442,626 Marketable securities 364,645 — Accounts receivable, net 63,009 52,093 Prepaid expenses and other current assets 41,033 29,600 Inventory, net 5,446 4,501 Total current assets 929,864 528,820 Property and equipment, net 10,092 9,215 Operating lease right of use assets, net 37,643 33,520 Deferred tax assets, net 14,790 10,973 Other non-current assets 17,117 14,473 Total assets $ 1,009,506 $ 597,001 Liabilities and shareholders’ equity Current liabilities Accounts payable $ 25,100 $ 17,798 Accrued expenses and other current liabilities 185,534 119,835 Operating lease liabilities, current 1,547 1,388 Total current liabilities 212,181 139,021 Deferred revenue, non-current 5,434 5,515 Operating lease liabilities, non-current 40,162 35,611 Interest-bearing loans and borrowings 391,013 48,011 Total liabilities 648,790 228,158 Commitments and contingencies (Note 14) Shareholders’ equity Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 97,454 and £ 109,355 shares as of December 31, 2024 and 2023, respectively, and 50,064,860 and 49,725,649 shares issued and outstanding as of December 31, 2024 and 2023, respectively. 135 134 Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of December 31, 2024 and 2023. 1 1 Additional paid-in capital 1,190,104 1,149,643 Accumulated deficit ( 795,761 ) ( 744,674 ) Accumulated other comprehensive loss ( 33,763 ) ( 36,261 ) Total shareholders’ equity 360,716 368,843 Total liabilities and shareholders’ equity $ 1,009,506 $ 597,001 The accompanying notes form an integral part of these consolidated financial statements. F-5 Table of Contents Immunocore Holdings Plc Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Year Ended December 31, 2024 2023 2022 Revenue : Revenue from sale of therapies, net $ 309,989 $ 238,735 $ 140,687 Collaboration revenue 213 10,693 33,674 Total revenue 310,202 249,428 174,361 Cost and operating expenses: Cost of revenue from sale of therapies ( 2,731 ) ( 1,037 ) ( 1,089 ) Research and development expenses ( 222,151 ) ( 163,545 ) ( 101,921 ) Selling, general and administrative expenses ( 155,781 ) ( 144,495 ) ( 123,059 ) Loss from operations ( 70,461 ) ( 59,649 ) ( 51,708 ) Other income (expense) : Interest income 25,618 17,986 3,756 Interest expense ( 18,844 ) ( 5,154 ) ( 5,409 ) Foreign currency (loss) gain ( 3,448 ) ( 13,176 ) 14,157 Other income (expense), net 14,198 ( 897 ) ( 1,679 ) Net loss before income taxes ( 52,937 ) ( 60,890 ) ( 40,883 ) Income tax benefit (expense) 1,850 5,603 ( 11,660 ) Net loss $ ( 51,087 ) $ ( 55,287 ) $ ( 52,543 ) Other comprehensive income (loss): Exchange differences on translation of foreign operations 2,498 18,412 ( 24,358 ) Total comprehensive loss ( 48,589 ) ( 36,875 ) ( 76,901 ) Basic and diluted net loss per share $ ( 1.02 ) $ ( 1.13 ) $ ( 1.15 ) Basic and diluted weighted-average number of shares outstanding 49,991,064 48,888,975 45,714,923 The accompanying notes form an integral part of these consolidated financial statements. F-6 Table of Contents Immunocore Holdings Plc Consolidated Statements of Shareholders’ Equity (in thousands, except share data) Ordinary Shares Deferred Shares Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Shareholders’ Equity Shares Amount Shares Amount Additional Paid-in Capital At January 1, 2022 43,862,850 $ 118 5,793,501 $ 1 $ 900,745 $ ( 636,844 ) $ ( 30,315 ) $ 233,705 Net loss — — — — — ( 52,543 ) — ( 52,543 ) Other comprehensive loss — — — — — — ( 24,358 ) ( 24,358 ) Issuance of ordinary shares, net 3,733,333 10 — — 139,505 — — 139,515 Exercise of share options 492,163 1 — — 9,695 — — 9,696 Share-based compensation expense — — — — 32,888 — — 32,888 At December 31, 2022 48,088,346 $ 129 5,793,501 $ 1 $ 1,082,833 $ ( 689,387 ) $ ( 54,673 ) $ 338,903 Net loss — — — — — ( 55,287 ) — ( 55,287 ) Other comprehensive income — — — — — — 18,412 18,412 Exercise of share options 1,637,303 5 — — 34,341 — — 34,346 Share-based compensation expense — — — — 32,469 — — 32,469 At December 31, 2023 49,725,649 $ 134 5,793,501 $ 1 $ 1,149,643 $ ( 744,674 ) $ ( 36,261 ) $ 368,843 Net loss — — — — — ( 51,087 ) — ( 51,087 ) Other comprehensive income — — — — — — 2,498 2,498 Exercise of share options 339,211 1 — — 6,265 — — 6,266 Share-based compensation expense — — — — 34,196 — — 34,196 At December 31, 2024 50,064,860 $ 135 5,793,501 $ 1 $ 1,190,104 $ ( 795,761 ) $ ( 33,763 ) $ 360,716 The accompanying notes form an integral part of these consolidated financial statements. F-7 Table of Contents Immunocore Holdings Plc Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net loss $ ( 51,087 ) $ ( 55,287 ) $ ( 52,543 ) Adjustments for: Share-based compensation expense 34,190 32,469 32,888 Depreciation 4,204 4,090 5,335 Unrealized foreign exchange losses (gains) 599 13,827 ( 14,482 ) Unrealized gains on marketable securities ( 14,577 ) — — Loss on loan extinguishment 3,853 — 1,686 Non-cash lease expense 1,912 1,647 2,076 Other 1,838 412 ( 4 ) Changes in assets and liabilities: Increase in accounts receivable ( 12,348 ) ( 17,871 ) ( 26,264 ) (Increase) decrease in prepayments and other current assets ( 11,600 ) 8,544 ( 14,694 ) Increase in accounts payable 7,272 2,625 4,913 Increase in accrued expenses 71,502 39,088 41,757 Decrease in deferred revenue ( 1 ) ( 8,013 ) ( 25,504 ) Decrease in operating lease liabilities ( 1,648 ) ( 2,226 ) ( 1,782 ) Increase in other operating assets ( 8,048 ) ( 15,012 ) ( 4,729 ) (Decrease) increase in other operating liabilities — ( 1,353 ) 2,138 Net cash provided by (used in) operating activities 26,061 2,940 ( 49,209 ) Cash flows from investing activities Proceeds from sale of property, plant and equipment 44 — 6 Purchase of marketable securities ( 350,000 ) — — Purchase of property, plant and equipment ( 5,173 ) ( 5,425 ) ( 2,203 ) Net cash used in investing activities ( 355,129 ) ( 5,425 ) ( 2,197 ) Cash flows from financing activities Proceeds from issue of ordinary shares, net — — 139,515 Exercise of share options 6,800 34,346 9,696 Loan repayments ( 50,000 ) — ( 50,000 ) Debt prepayments and extinguishments ( 2,061 ) — ( 2,000 ) Non-current interest-bearing loan received 402,500 — 50,000 Debt issuance payments ( 13,358 ) — ( 1,769 ) Net cash provided by financing activities 343,881 34,346 145,442 Increase in net cash and cash equivalents 14,813 31,861 94,036 Net foreign exchange difference on cash held ( 1,708 ) 8,293 ( 12,646 ) Cash and cash equivalents at beginning of year 442,626 402,472 321,082 Cash and cash equivalents at end of year $ 455,731 $ 442,626 $ 402,472 Supplemental cash flow information Cash (paid)/ received for interest, net ( 9,235 ) 5,674 ( 4,482 ) Cash paid for income taxes, net ( 510 ) ( 977 ) ( 765 ) The accompanying notes form an integral part of these consolidated financial statements. F-8 Table of Contents Immunocore Holdings Plc Consolidated Notes to the Financial Statements 1. Description of business Immunocore Holdings plc (collectively with its subsidiaries, the “Company”) is a public limited company incorporated in England and Wales and has the following wholly owned subsidiaries: Immunocore Limited, Immunocore LLC, Immunocore Commercial LLC, Immunocore Ireland Limited, Immunocore GmbH, and Immunocore Nominees Limited with operations based primarily in the United Kingdom and United States. The Company is pioneering and delivering transformative immunomodulating medicines to radically improve outcomes for patients with cancer, infectious diseases and autoimmune diseases. Leveraging its proprietary, flexible, off-the-shelf ImmTAX ( I mmune m obilizing m onoclonal T CRs A gainst X disease) platform, the Company’s pipeline includes clinical and preclinical programs in oncology, infectious diseases, and autoimmune diseases. In January and April 2022, the Company received approval from the U.S. Food and Drug Administration ("FDA") and European Commission ("EC"), respectively, for its lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma and has subsequently received approvals in further territories, and the Company continues to launch and seek approvals in additional territories. KIMMTRAK is now approved in 39 countries and the Company has commercially launched the product in the United States, Germany and France, among other territories. 2. Summary of significant accounting policies Basis of presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") for the fiscal years ended December 31, 2024, 2023, and 2022 and include the financial results of all wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation and the consolidated financial statements are presented in U.S. dollars. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions. These judgments, estimates and assumptions affect the reported assets and liabilities as well as income and expenses in the financial period. 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 the Company’s control. Actual results could differ from those estimates. Estimates are primarily made in relation to revenue recognition, estimation of operating lease incremental borrowing rates, share-based compensation expense, clinical accruals and deferred tax asset valuation allowances. Foreign currencies The reporting currency of the Company is the U.S. dollar. Effective January 1, 2024, the Company’s ultimate parent adopted the U.S. dollar as its functional currency. Prior to January 1, 2024, the functional currency of the Company’s ultimate parent was the British pound sterling. The functional currency of the Company’s ultimate parent and each subsidiary is based on the currency of the economic environment in which they operate. The change in functional currency of the Company’s ultimate parent is due to a change in the economic facts and circumstances of the entity due to the increased exposure to the U.S. dollar primarily as a result of the increased cash flows related to financing and investing activities that are now expected to occur going forward in this entity. The effect of the change in functional currency for the Company’s ultimate parent was applied prospectively in the Consolidated Financial Statements effective January 1, 2024. F-9 Table of Contents Upon consolidation, assets and liabilities of each subsidiary with a functional currency that differs to the Company’s ultimate parent are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates for each reporting period. Translation adjustments are reflected as other comprehensive income (loss). Revenues Pursuant to Accounting Standards Codification Topic 606 ("ASC 606"), the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for agreements, the Company performs the following five steps: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when, or as, an entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, the Company identifies the goods or services promised within each contract, assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. 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 a compassionate use and an early access program in France up to September 2022. The Company recognizes revenue at the point in time that control transfers to a customer, which is typically on delivery. The Company also operates under consignment arrangements where control passes when the Company’s distributors take KIMMTRAK out of consignment inventory. The amount of revenue recognized under its arrangements reflects the consideration to which the Company expects to be entitled, net of estimated deductions for rebates, chargebacks and product returns. Estimated revenue deductions are updated at the end of each reporting period using the latest available data. The Company considers whether any part of amounts expected to be received should be constrained to ensure that it is probable that a significant reversal in the cumulative revenue recognized will not occur. Rebates: Rebates consist of Medicaid and other governmental rebates in the U.S. and other similar programs in Europe. These reserves are recorded as a reduction to revenue in the same period the related revenue is recognized. The Company's estimates are based on current pricing and historical data, updated at each reporting period to reflect actual claims received. For markets where the price is open to negotiation, judgements are made in line with expected pricing outcomes. Chargebacks : Chargebacks for discounts represent the Company’s estimated obligations resulting from contractual commitments for specialty distributors to sell KIMMTRAK to qualifying hospitals at a lower price. For such sales, the specialty distributors charge back the difference between the wholesale acquisition cost and this lower price. The Company estimates chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by specialty distributors. Product returns : The Company estimates the amount of its product sales that may be returned by its customers and records this in the period the related revenue is recognized. The Company bases product return liabilities on quantitative information provided by the Company’s distributors. The Company’s main customers in the United States and Europe are its distributors. These distributors are invoiced at contractual list prices with standard payment terms typically between one and three months . When the Company has the right to offset chargebacks against accounts receivable and the parties have agreed to settle the payments net, chargebacks are recorded as a reduction in accounts receivable. Other chargebacks, rebates and deductions are recognized in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. In certain countries, the Company’s customers are hospitals and healthcare providers, where KIMMTRAK is sold through an agent acting on the Company’s behalf. Revenue from sale of therapies, net also includes amounts for partnered revenue, which is recognized on delivery and transfer of title to Medison Pharma Ltd ("Medison"), the Company’s exclusive distributor in certain countries outside the United States. From December 31, 2024, we have combined Product revenue, net and Pre-product revenue, net into Revenue from sale of therapies, net in order to simplify our presentation. F-10 Table of Contents Collaboration revenue The Company analyzes its collaboration agreements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants and are exposed to significant risks and rewards that are dependent on the commercial success of such activities. It was determined that the Company's historical collaboration agreements were not in the scope of ASC 808. The Company concluded that all aspects of the arrangements represented a transaction with a customer, and therefore, were accounted for within the scope of ASC 606. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. An entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company determines the units of account within the collaboration agreement utilizing the guidance in ASC 606 to determine which promised goods or services are distinct. In order for a promised good or service to be considered distinct under ASC 606, the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). Under its historical collaboration agreements, the Company granted rights to technology with respect to the development of specified targets and the commercialization of future product candidates for such targets. In addition, the Company was required to perform R&D services, participate on a joint steering committee and the agreements also provided parties with the option to obtain exclusive rights to the associated intellectual property license. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. The Company determined that these promises represented specialized, combined performance obligations, which were satisfied over time. Further, the Company determined that their collaborators cannot benefit from the intellectual property licenses separately from the R&D activities and participation on the joint steering committee because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. The Company estimates the transaction price based on the amount it expects to be entitled to for transferring the promised goods or services in the contract and may include fixed and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the underlying constraint will be released. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Revenue is recognized using an estimate of percentage completion which takes into consideration the estimated timelines required to satisfy the performance obligation and the time taken since program nomination. Deferred revenue The Company’s deferred revenue as of December 31, 2024 and 2023 is related to a revenue partnership with Medison relating to the supply and distribution of KIMMTRAK and will be classified within revenue from sale of therapies, net in accordance with ASC 606 . The Company’s deferred revenue relates to a non-refundable upfront receipt from Medison under an amended agreement entered into in November 2022. The Company determined that this receipt relates to the distribution of KIMMTRAK in South America and assessed that the Company has a single performance obligation to provide KIMMTRAK to Medison for onward sale under an exclusive distribution license. The deferred revenue is expected to be released with the sale of products following regulatory approval in the territory. Accounts receivable Accounts receivable includes amounts invoiced or contractually accrued where only the passage of time is required before payment is received under the Company’s revenue arrangements. Such receivables principally relate to KIMMTRAK sales. An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability. Expected credit losses at the end of December 31, 2024 and 2023 were immaterial. F-11 Table of Contents Inventory Inventory includes KIMMTRAK manufactured for commercial sale, items in the process of being manufactured for sale, and materials to be used in the manufacturing process for such sale. The principal costs in manufacturing the Company’s inventory are raw materials, external manufacturing costs, and other costs incurred in bringing inventory to its location and condition prior to sale. Inventory is recorded at weighted average cost and presented as an asset in the Consolidated Balance Sheets at the lower of cost and net realizable value. The Company assesses whether an expense should be recognized as a result of writing down inventory values at each reporting period for excess or obsolete inventory at risk of expiry. Such expenses are recorded as a component of Cost of revenue from sale of therapies in the Consolidated Statements of Operations and Comprehensive Loss in the period during which they are first identified. The Company records inventory costs for potential products within R&D expenses until regulatory approval is considered probable, after which, the Company capitalizes subsequent costs related to the production of inventories. Certain inventory can be used for clinical purposes or for commercial products, and the Company records such items within R&D expenses at the point that the vials are assigned for clinical use. 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 inventory to its location and condition prior to sale. Overheads and internal costs of revenue from sale of therapies are minimal under the Company's manufacturing arrangements. Cost of revenue from sale of therapies may also include write-off costs and provisions related to excess or obsolete inventory. Research and development ("R&D") expense R&D costs are expensed as incurred and include (i) employee-related expenses, including salaries, benefits, travel and share-based compensation expense for employees engaged in R&D functions; (ii) external R&D expenses incurred under arrangements with third parties, such as contract research organization ("CRO") agreements, investigational sites and consultants; (iii) the cost of acquiring, developing and manufacturing clinical study materials, including the cost of consultants and contract manufacturing organization ("CMO"); (iv) costs associated with preclinical and clinical activities and regulatory operations; (v) costs incurred in development of intellectual property, (vi) and depreciation and R&D facilities costs. The Company estimates accrued expenses at each balance sheet date based on facts and circumstances known at that time. These estimates are based on reviews of open contracts, reports provided by the CROs and CMOs and internal reviews to estimate the level of service performed and the associated cost incurred for those services when the Company has not yet been invoiced or otherwise notified of the actual cost. In accruing clinical trial expenses, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate made, the expense is adjusted accordingly. Where payments made to CROs or other parties exceed the level of services provided, a prepayment is recorded in the Consolidated Balance Sheets. Share-based compensation The Company operates equity-settled, share-based compensation plans whereby employees and directors are granted options to purchase shares in the Company. The fair value of grants is expensed over the vesting period, which is the period in which the services are received. The majority of the Company’s awards have graded vesting schedules, and the expense for these options is recognized over the requisite service period for each separately vesting portion as if the grant of options, in substance, represented multiple awards. The grant date fair value of options is calculated using the Black Scholes valuation model. F-12 Table of Contents Estimation of fair value requires judgement, including assumptions about the expected term of share-based options and expected volatility, which are used to determine the fair value of the Company’s options granted. The expected term is based on the Company’s assessment of the period within which participants are expected to exercise options, which requires consideration of employee groups, expected employee service, and other internal factors, and the degree to which these are expected to shorten the term of options in comparison to contractual expiry dates. Estimated expected volatility is based on the Company’s share price volatility since its IPO. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the awards is indicative of future trends, which may not necessarily be the actual outcome. The Company does not assume dividend payments for the purposes of estimating fair value and uses a zero-coupon U.S. Treasury yield curve applicable for the period of the expected term to form an estimate of the risk-free rate. Forfeitures expected to occur are estimated considering both market and company-specific data and the available internal information at the end of each reporting period. Income tax Income tax includes components of current and deferred tax and is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates and for operating loss and tax credit carryforwards. A valuation allowance reduces deferred tax assets in the Consolidated Balance Sheets to reflect the amount that is more likely than not to be realized. The Company evaluates the realizability of its deferred tax assets at each reporting period and adjusts the valuation allowance accordingly, considering income forecasts, availability of carrybacks, taxable temporary differences and other factors affecting the realization of deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2024 and 2023, the Company has not recorded any provision for uncertain tax positions. Changes in the Company’s estimate of income tax positions relating to the more-likely-than-not threshold are recognized in the first subsequent period following the threshold being met or ceasing to be met. R&D expenditure credits The Company receives R&D expenditure credits to compensate for its research activities, which are recognized when it is more likely than not the Company will meet the terms for receiving and realizing the benefit of the credits. Recognition is on a systematic basis over the periods in which the Company recognizes costs for which the credits are intended to compensate (i.e., qualified expenses). The Company benefits in the United Kingdom from His Majesty’s Revenue & Customs (“HMRC”) R&D Expenditure Credit (“RDEC”), which provides relief against U.K. corporation tax. Based on criteria established by HMRC, a portion of the Company’s expenditures incurred on R&D activities are eligible for RDEC relief. The Company recognizes the benefit as a reduction of the related R&D expenses on the Consolidated Statements of Operations and Comprehensive Loss. Leases The Company assesses whether contracts represent or contain leases at inception by determining whether the Company has the right to use, or control the use of, an identified asset from which it can obtain substantially all the economic benefits for a defined period. F-13 Table of Contents The Company leases its corporate headquarters in the United Kingdom, where its facilities contain R&D, laboratory and office space of approximately 123,000 square feet. In addition, the Company leases approximately 36,000 square feet of office space in the United States, and small offices in Ireland and Switzerland. The leases in the United Kingdom expire between 2037 and 2043. Estimates of the term consider non-cancellable periods and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Right-of-use assets are initially measured at cost, representing the initial amount of the lease liability and any initial direct costs incurred, with a reduction for any lease incentives received. Lease liabilities are initially measured at the present value of the lease payments. Since the rate implicit in leases is not readily determinable, the Company uses available information to determine its incremental borrowing rates, which represent the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. Fixed lease components include rental payments at inception and termination costs for leases not reasonably certain of extension. Such components are accounted for as part of the right-of-use assets and lease liabilities and recognized on a straight-line basis over the lease term. Variable lease components include subsequent indexation-related rental increases. If such variable components do not coincide with a remeasurement of the lease term, the additional costs are recorded as a variable component of the lease expense in the Consolidated Statements of Operations and Comprehensive Loss as incurred. Non-lease components such as maintenance costs and service charges are separated from lease components and recognized separately in the Consolidated Statements of Operations and Comprehensive Loss. Operating lease costs are allocated to R&D and Selling, general and administrative ("SG&A") expenses in the Consolidated Statements of Operations and Comprehensive Loss. The related lease cash flows are categorized under Net cash used in operating activities in the Consolidated Statements of Cash Flows. The Company elects not to recognize right-of-use assets and lease liabilities for short-term leases with a term of 12 months or less containing no repurchase options reasonably certain of exercise, and the expense for these short-term leases is immaterial. The Company does not have financing leases. Property and equipment Property and equipment are stated at cost net of accumulated depreciation and impairment losses. The Company expenses repairs and maintenance related to property and equipment in the Consolidated Statements of Operations and Comprehensive Loss when the costs are incurred. Depreciation is charged to the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the estimated useful lives of assets as follows: • Leasehold improvements - shorter of expected lease term and useful life of the asset • Laboratory equipment - 3 to 7 years • Office equipment and other assets - 3 to 5 years Impairment of long-lived assets The Company assesses whether circumstances indicate that the estimated remaining useful life of its long-lived assets should be changed or that the carrying value of such assets may be impaired. The Company did not identify any such circumstances or recognize any impairment charges for the years ended December 31, 2024 , 2023 and 2022 . Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term money market funds with an original maturity of less than three months. Money market funds are presented at fair value in the Consolidated Balance Sheets. F-14 Table of Contents Marketable securities Marketable securities consist of investment funds which are measured and reported at fair value determined using quoted market prices. The investment funds are primarily invested in U.S. investment-grade debt securities, including asset-backed and mortgage-backed securities. Marketable securities are available to the Company for use in current operations and are classified as current assets. Gains and losses from marketable securities are recognized in Other income (expense), net. Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable, cash equivalents, marketable securities and deposits held with banks and financial institutions. Cash, cash equivalents, marketable securities and deposits are maintained with high-quality financial institutions in Europe and the United States. The Company has not experienced any credit losses with such institutions and has incurred an immaterial amount of losses in relation to its accounts receivable from customers. The Company has no financial instruments with off-balance sheet risk of loss. As of December 31, 2024 and 2023 , the amounts of expected credit losses recognized in the Consolidated Balance Sheets were not materia l . Interest-bearing loans and borrowings The Company issued 2.5 % Convertible Senior Notes due in 2030 in February 2024 (the "Notes"), and evaluated to determine whether they contain features that qualify as embedded derivatives in accordance with ASC 815. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. In accounting for the issuance of the Notes, the Company treats the instrument wholly as a liability, in accordance with ASC 470, as the conversion features do not require bifurcation as a derivative in accordance with ASC 815 and the Notes were not issued at a substantial premium. The Company offsets issuance costs against the initial value of the debt on the Company’s Consolidated Balance Sheets and amortizes the costs over the loan term using the effective interest method. Such costs are recognized under Interest expense in the Consolidated Statements of Operations and Comprehensive Loss. Fair value measurements Where financial and non-financial assets and liabilities are measured at fair value, the Company uses appropriate valuation techniques for which sufficient data are available, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs), and that are significant to the fair value of the assets or liabilities. As of December 31, 2024 and 2023 , the Company held $ 338.1 million and $ 331.0 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents. In addition, as of December 31, 2024 and 2023 , the Company held $ 364.6 million and $ 0 , of marketable securities, respectively, including unrealized gains of $ 14.6 million and $ 0 , respectively. The fair value of these cash equivalents and marketable securities is based on quoted prices from active markets (Level 1 inputs). The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred. There were no transfers between levels of fair value hierarchy in the years ended December 31, 2024 and 2023 . Other financial instruments, although not recorded at fair value on a recurring basis, include cash, accounts receivable, accounts payable and interest-bearing loans and borrowings. F-15 Table of Contents On November 8, 2024, the Company, repaid in full the loan outstanding under the Pharmakon Loan Agreement. The fair value of borrowings under the Notes and Pharmakon Loan Agreement (disclosed in Note 7. “Non-current interest-bearing loans and borrowings”) were based on Level 2 inputs, which include observable inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk, and the contractual terms of debt instruments. After initial recognition, borrowings are measured at amortized cost using the effective interest method. Net loss per share Basic and diluted net loss per share is calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period. The dilutive effect of potential ordinary shares through share options and the Notes are considered to be anti-dilutive as they would decrease the net loss per share and are therefore excluded from the calculation of diluted net loss per share. Recently issued and recently adopted accounting pronouncements On November 27, 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which enhances segment disclosures and requires additional disclosures of segment expenses. This ASU is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company adopted this ASU for the annual period ended December 31, 2024 and the amendments have been applied retrospectively to all prior periods presented in the financial statements by expanding the Company's segment information disclosure in Note 13. "Segment information." In December 2023, the FASB issued ASU 2023-09 , Improvements to Income Tax Disclosures . This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application permitted. The Company is currently assessing the impact of this guidance on its disclosures. 3. Revenue Revenue (in thousands) 2024 2023 2022 Revenue from sale of therapies, net $ 309,989 $ 238,735 $ 140,687 Collaboration revenue Eli Lilly — — 9,205 Genentech 213 10,693 24,469 Total collaboration revenue 213 10,693 33,674 Total revenue $ 310,202 $ 249,428 $ 174,361 Revenue from sale of therapies, net During the year ended December 31, 2024, the Company recognized $ 310.0 million (2023: $ 238.7 million, 2022: $ 140.7 million) of revenue from sale of therapies, net relating to the sale of KIMMTRAK, primarily in the United States and Europe, and the sale of tebentafusp under compassionate use and early access programs in France through September 2022, after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities as set out in the Company’s accounting policies. The Company recognized revenues from four customers accounting for 29 %, 27 %, 18 % and 17 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2024, four customers accounting for 29 %, 26 %, 17 %, and 16 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2023, and five customers accounting for 26 % , 25 % , 17 % , 17 % and 12 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2022. F-16 Table of Contents Revenue from sale of therapies, net is presented by country / region based on the location of the end customer below (in thousands). 2024 2023 2022 United States $ 226,687 $ 169,791 $ 96,893 Europe 73,224 67,628 42,745 I nternational 10,078 1,316 1,049 Revenue from sale of therapies, net $ 309,989 $ 238,735 $ 140,687 Revenue from sale of therapies, net for the year ended December 31, 2024 includes $ 13.7 million (2023: $ 3.6 million, 2022: $ 1.9 million) of partnered revenue under the Company's agreement with Medison, split between European and international markets. Of the Company’s collaboration customers, Eli Lilly and Genentech are based in the United States. The revenue for Genentech represented more than 10 % of the Company’s total revenue during 2022 . Accounts receivable from contracts with customers Accounts receivable, net as of December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Beginning balance $ 52,093 $ 33,584 Additions 414,464 307,255 Payments received ( 403,095 ) ( 288,211 ) Provision ( 453 ) ( 535 ) Ending balance $ 63,009 $ 52,093 As of December 31, 2024, four customers individually accounted for approximately 22 %, 22 %, 20 % and 15 % of accounts receivable associated with the Company’s net revenue from sale of therapies, as compared to 31 %, 26 %, 19 % and 16 % as of December 31, 2023. As of December 31, 2024 and 2023, the amount of expected credit losses on accounts receivable was not material. Accruals for rebates and chargebacks Current and non-current accruals for rebates, chargebacks and returns as of December 31, 2024 and 2023 were as follows (in thousands): Rebates Chargebacks Returns Total As of January 1, 2023 $ 26,417 $ 3,653 $ 848 $ 30,918 Provisions related to sales in the period 59,160 25,467 1,937 86,564 Adjustments related to prior period sales ( 1,861 ) ( 734 ) ( 237 ) ( 2,832 ) Credits and payments made ( 19,759 ) ( 26,355 ) ( 1,810 ) ( 47,924 ) As of December 31, 2023 $ 63,957 $ 2,031 $ 738 $ 66,726 Provisions related to sales in the period 87,265 31,329 966 119,560 Adjustments related to prior period sales 18,104 — — 18,104 Credits and payments made ( 60,805 ) ( 31,322 ) ( 1,339 ) ( 93,466 ) As of December 31, 2024 $ 108,521 $ 2,038 $ 365 $ 110,924 The adjustments related to prior period sales in the year ended December 31, 2024 were due to changes in estimates primarily related to European pricing negotiations. F-17 Table of Contents Deferred revenue For the year ended December 31, 2024, there was no revenue recognized that was included in Deferred revenue as of January 1, 2024 (2023: $ 7.8 million; 2022: $ 33.0 million). Deferred revenue in the Consolidated Balance Sheets is primarily in respect of the upfront fee and development milestone consideration received from the various collaboration agreements in advance of services performed by the Company. Non-current deferred revenue in the Consolidated Balance Sheets as of December 31, 2024, relates to a revised distribution agreement with Medison entered into in November 2022. Under the revised agreement, the Company received a non-refundable payment of $ 5.0 million in exchange for granting Medison exclusive distribution rights in South America. The Company has determined that the deferred revenue relates to the Company’s single, combin ed performance obligation to supply KIMMTRAK to Medison and to grant Medison the exclusive right to distribute KIMMTRAK in South America. The Company expects to recognize this revenue with the sale of products following regulatory approval in the territory. A s of December 31, 2024, t he Company estimates that revenue recognition of this non-current deferred revenue will commence after one year or later. Genentech Collaboration Under the Genentech agreement signed in November 2018, the Company received aggregate non-refundable payments totaling $ 100 million consisting of an initial upfront payment of $ 50 million and $ 50 million paid upon an investigational new drug filing for the first clinical trial of the product candidate compound, in exchange for granting Genentech rights to co- develop/co-promote the Company ’s IMC-C103C program and the co-exclusive worldwide license to the Company ’s intellectual property rights in MAGE A4 soluble TCR bispecific therapeutic candidate compounds. The Company was responsible for development of the IMC-C103C program over the period of time to estimated completion of the Phase 1 clinical trial, with costs being shared equally with Genentech. In February 2023, as the Company elected to withdraw from co-funding with Genentech the MAGE-A4 HLA-A02 program, IMC-C103C, Genentech acquired an exclusive worldwide license to the MAGE-A4 HLA-A02 soluble TCR bispecific therapeutic candidate compounds and shall be fully responsible for all further development and commercialization of such candidate compounds, at its expense. The transaction price was recorded as deferred revenue on receipt in November 2018 and allocated to a single combined performance obligation covering the granting of the co-exclusive worldwide license, the provision of development services and participation on a joint steering committee. This deferred revenue is recognized as the Company satisfies the combined performance obligation over the estimated period of time to when the Company has completed substantially all of its responsibilities associated with its withdrawal from the co-funding and the Phase 1 clinical trial. R&D costs reimbursed under the 2018 Genentech Agreement are considered variable consideration and not recognized in the transaction price until it is probable that the recognition of such revenue will not be reversed. During the year ended December 31, 2024, the Company recognized $ 0.2 million of revenue relating to the 2018 Genentech Agreement (2023: $ 10.7 million; 2022: $ 24.5 million). The revenue recognized represents both deductions from deferred revenue and R&D costs reimbursed, predominantly for clinical trial costs. Such reimbursements arise in order to ensure that R&D costs are shared equally in accordance with the 2018 Genentech agreement. As of December 31, 2023 , the Company determined its performance obligation under its collaboration with Genentech was complete. If MAGE-A4 HLA-A02 targeted products are commercialized, the Company would be 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 Agreement. The Company determined achieving commercialization milestones and royalties to be unlikely and were excluded from the transaction price as of December 31, 2024 , 2023 and 2022; therefore, any future milestones will be recorded when they become probable of being achieved. Lilly Collaboration In July 2014, the Company entered into a development and license agreement with Eli Lilly (the "Lilly Agreement"), pursuant to which the Company and Eli Lilly agreed to collaborate in the development, manufacture and commercialization of soluble TCR bispecific therapeutic compounds. Under the Lilly Agreement, Eli Lilly paid an initial non-refundable upfront fee payment of $ 45 million in exchange for options to three targets. Following termination of the agreement, Eli Lilly no longer has any rights to the targets or the ability to nominate any further targets under the initial agreement. F-18 Table of Contents The transaction price, equal to the $ 45 million upfront payment was recorded as deferred revenue on receipt and was allocated to each target based on the relative standalone selling price. Each target had a single combined performance obligation covering the provision of R&D services and participation on a joint steering committee. This deferred revenue was recognized as the Company satisfied the combined performance obligations over the estimated period of time to when Eli Lilly could exercise the option to obtain exclusive co-development/co-promotion rights to the target and the Company could opt-out of the co-development of the target. The Company released the remaining deferred revenue attributed to the third target under the Lilly Collaboration after the parties agreed to terminate the agreement in March 2022. No further revenue under the Lilly Collaboration has been recognized. During the year ended December 31, 2024, the Company recognized no re venue relating to the Lilly Collaboration (2023: no revenue; 2022: $ 9.2 million). Other information The total of non-current assets other than deferred tax assets located in the United Kingdom as of December 31, 2024 is $ 55.9 million (2023: $ 55.4 million). The total located in the United States is $ 8.8 million (2023: $ 1.8 million). 4. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): 2024 2023 Prepayments $ 13,048 $ 10,547 R&D tax credit 15,109 5,798 VAT receivable 4,978 3,544 Other current assets 7,898 9,711 $ 41,033 $ 29,600 Included within other current assets are amounts paid in advance to clinical research organizations that are expected to be received through services rendered or repaid within 12 months. 5. Property and equipment, net Property and equipment, net, consisted of the following (in thousands): 2024 2023 Leasehold property improvements $ 21,020 $ 20,020 Laboratory equipment 40,382 39,534 Office equipment and other assets 3,534 1,922 Construction in progress 477 46 Total property and equipment, gross 65,413 61,522 Less: Accumulated Depreciation ( 55,321 ) ( 52,307 ) Total property and equipment, net $ 10,092 $ 9,215 Depreciation expense for the years ended December 2024, 2023 and 2022 was $ 4.2 million, $ 4.1 million and $ 5.3 million, respectively. F-19 Table of Contents 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): 2024 2023 Rebates, chargebacks, and returns $ 110,924 $ 66,726 Clinical accruals 41,448 22,459 Employee related expenses 13,102 11,598 Contract manufacturing 4,764 4,356 Interest accruals 4,205 10 Commercial services 2,483 6,900 Other accruals 8,608 7,786 $ 185,534 $ 119,835 See Note 3. “Revenue” for a breakdown of rebates, chargebacks and returns. Clinical accruals primarily represent unbilled work undertaken by CROs as part of the Company's clinical programs. 7. Non-current interest-bearing loans and borrowings Non-current interest-bearing loans and borrowings consisted of the following as of December 31, 2024 (in thousands): Fair Value Principal Amount Unamortized Debt Issuance Costs Net Carrying Amounts Amount Level Convertible senior notes 402,500 ( 11,487 ) 391,013 337,174 Level 2 Pharmakon loan — — — — Not applicable Non-current interest-bearing loans and borrowings consisted of the following as of December 31, 2023 (in thousands): Fair Value Principal Amount Unamortized Debt Issuance Costs Net Carrying Amounts Amount Level Convertible senior notes — — — — Not applicable Pharmakon loan 50,000 ( 1,989 ) 48,011 46,100 Level 2 Interest expense consisted of the following (in thousands): 2024 2023 Convertible senior notes Coupon interest $ 9,310 $ — Amortization of debt issuance costs $ 1,875 $ — Pharmakon loan $ 7,659 $ 5,154 Total interest expense $ 18,844 $ 5,154 F-20 Table of Contents Convertible senior notes On February 2, 2024, the Company completed a private offering (the "Offering") of $ 402.5 million aggregate principal amount of Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 52.5 million principal amount of Notes. The Notes were issued pursuant to an indenture, dated February 2, 2024 (the "Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company’s net proceeds from the Offering of the Notes were $ 389.1 million, after deducting issuance costs of $ 13.4 million. 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 semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024, at a rate of 2.50 % per year. Lender fees and issuance costs incurred with the Notes were $ 13.4 million and are being amortized as interest expense on an effective interest rate method over the expected life of the Notes, through February 2030, at an effective interest rate of 3.06 %. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The Notes have an initial conversion rate of 10.5601 ADSs per $1,000 principal amount of the Notes, which will be subject to anti-dilution adjustments in certain circumstances. This represented an initial conversion price of $ 94.70 per ADS. The number of shares that would be issuable assuming conversion of all of the Notes is 5,950,600 (assuming the maximum increase to the conversion rate in connection with a “make-whole fundamental change” (as defined in the Indenture)). Upon conversion, the Notes may be settled in shares of the Company’s ordinary shares, cash or a combination of cash and shares of the Company’s ordinary shares, at the Company’s election. Upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may, in certain circumstances, be required to increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change. The Company may not redeem the Notes prior to February 5, 2027, except in the event of certain tax law changes as described below and in the Indenture. The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described in the Indenture), at its option, on or after February 5, 2027 if the last reported sale price of the ADSs has been at least 130 % of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the optional redemption date. If, as a result of certain changes in the law of any relevant tax jurisdiction, the Company would be required to pay additional amounts (as defined in the Indenture) on the Notes, the Company may redeem the Notes in whole, but not in part, at a tax redemption price of 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the tax redemption date and all additional amounts, if any, which otherwise would be payable to the date of tax redemption. Upon the Company giving notice of a tax redemption, a holder may elect not to have its Notes redeemed, in which case the holder would not be entitled to receive any additional amounts with respect to its Notes after the tax redemption date. If the Company undergoes a fundamental change, holders may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Pharmakon loan On November 8, 2022 , the Company entered into the Pharmakon loan agreement (the "Pharmakon Loan Agreement"), providing for term loans to the Company in an aggregate principal amount of up to $ 100 million to be funded in two tranches. The first tranche of $ 50 million bears interest at a fixed rate of 9.75 %, which is payable quarterly in arrears, with payments commencing in 2023. The Company was also required to pay a further fee of $ 1.25 million at the latest by June 2024, regardless of whether it elected to draw down on the second $ 50 million tranche under the Pharmakon Loan Agreement. The Company elected not to exercise the option to draw down the second tranche and made the payment of $ 1.25 million in June 2024. F-21 Table of Contents On November 8, 2024, the Company repaid in full the loan outstanding under the Pharmakon Loan Agreement resulting in a loss on extinguishment of $ 3.9 million. The aggregate cash payment to terminate the Pharmakon Loan Agreement was $ 52.1 million and consisted of $ 50.0 million for principal, $ 0.5 million accrued interest and $ 1.6 million attributable to a prepayment premium and other expenses payable by the Company pursuant to the Pharmakon Loan Agreement. The contractual maturity date of the loan under the Pharmakon Loan Agreement was November 8, 2028. As of December 31, 2023, the fair value of the loan was $ 46.1 million . These values were determined based on prevailing interest rates as of the balance sheet dates and are classified as Level 2 within the fair value hierarchy. 8. Leases The Company’s costs as a lessee for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): 2024 2023 2022 Operating lease cost $ 4,470 $ 4,219 $ 3,750 Variable lease cost 216 253 129 Total lease costs $ 4,686 $ 4,472 $ 3,879 Supplemental cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Total cash outflow for leases $ 3,794 $ 4,633 $ 3,954 Supplemental non-cash information: Right-of-use assets obtained in exchange for new lease obligations $ 6,482 $ 2,783 $ 3,021 The weighted average remaining lease term and weighted average discount rate of operating leases at December 31, 2024 and 2023 were as follows: 2024 2023 Weighted average lease term remaining 13.8 years 14.1 years Weighted average discount rate 7.4 % 7.2 % The maturities of operating lease liabilities as of December 31, 2024 are as follows (in thousands): 2024 2025 $ 4,313 2026 4,556 2027 4,463 2028 4,695 2029 4,584 Thereafter 42,949 Total lease payments 65,560 Less imputed interest ( 23,851 ) Present value of operating lease liabilities $ 41,709 F-22 Table of Contents 9. Shareholders’ equity The Company had 50,064,860 and 49,725,649 ordinary shares issued and outstanding as of December 31, 2024 and 2023, respectively, with a par value of £ 0.002 per share. In addition there are 5,793,501 deferred shares as of December 31, 2024 and 2023 with a par value of £ 0.0001 per share. The Company has reserved 5,778,400 authorized shares for future issuance under the Equity Incentive Plan (“EIP”). See Note 10 “Share-based compensation” for a description of the EIP. Included within ordinary shares at December 31, 2024 and 2023 are 734,397 and 1,714,650 of ordinary shares with no voting rights, respectively. All ordinary shares are entitled to receive dividends and assets available for distribution. Deferred shares have no voting rights, are not entitled to dividends and are only entitled to receive amounts paid up on the deferred shares out of assets available for distribution after all payments have been made to holders of ordinary shares for amounts paid up or payable on such shares. No dividends were paid or declared in the years ended December 31, 2024 and 2023 . On February 3, 2021, the Company passed an ordinary resolution which authorizes the directors, or any duly authorized committee of the directors, to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £ 150,000 for a period expiring five years (up to February 3, 2026). This amount may be renewed, varied or revoked by the Company in a general meeting. Private investment in public equity (“PIPE”) In July 2022 , the Company issued and sold 2,000,000 ADSs, with each ADS representing one ordinary share of nominal value £ 0.002 and 1,733,333 non-voting ordinary shares of nominal value £ 0.002 each, to certain institutional accredited investors and existing shareholders (the “Investors”) at a purchase price of $ 37.50 per ADS / non-voting ordinary share pursuant to a securities purchase agreement with such Investors dated July 15, 2022, generating net proceeds of $ 139.5 million. 10. Share-based compensation The following table shows the total share-based compensation expense recorded in the Consolidated Statements of Operations and Comprehensive Loss (in thousands): 2024 2023 2022 R&D $ 7,771 $ 6,467 $ 5,311 SG&A $ 26,419 $ 26,002 $ 27,577 Equity Incentive Plan (“EIP”) Under the Company’s EIP, the Company may grant market value options, share appreciation rights or restricted shares, restricted share units, performance share units and other share-based awards to the Company’s employees. The Company’s board members and consultants are eligible to receive awards under the Company’s non-employee sub-plan to the EIP. Awards may be granted at such times as the Company may determine, but will generally be granted annually following the end of the financial year. Awards vest at such times and as specified in the award agreement, typically being over a four-year period although the Company retains the discretion to provide for other vesting schedules. If the participant violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, the right of the participant to receive these shares on vesting shall terminate immediately. The Company maintains discretion over the type and terms of equity awards granted. All awards lapse on the tenth anniversary from the date of grant, and they are not subject to performance conditions or entitled to dividends. During the years ended December 31, 2024 and 2023 , options over a total of 1,062,745 shares and 853,863 shares respectively were awarded under the Company’s EIP. Of the above awards in the year ended December 31, 2024, there were 85,595 options awarded to the Company's non-executive directors, 72,670 of which vest on the first anniversary from the date of grant and 12,925 of which vest monthly over a three -year period. In fiscal 2023, there were 43,380 non-executive options awarded, all of which vested one year from the date of grant. F-23 Table of Contents As of December 31, 2024, there was $ 22.0 million of total unrecognized compensation cost related to stock options granted but not vested under the Company’s plans. That cost will be recognized over an expected remaining weighted-average period of 1.6 years. The number and weighted average exercise prices of share options were as follows: Number of shares issuable Number of Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 8,967,882 $ 27.06 7.1 years $ 369,976 Awards granted 1,062,745 66.02 Awards exercised ( 339,211 ) 18.49 Awards forfeited / cancelled ( 268,541 ) 49.13 Outstanding at December 31, 2024 9,422,875 $ 31.14 6.0 years $ 50,455 Exercisable at December 31, 2024 7,390,606 $ 25.11 5.4 years $ 48,203 The weighted average fair value of options granted in 2024 was $ 37.71 (2023: $ 38.57 ; 2022 : $ 16.93 ). The weighted average share price at the date of exercise of the options during the year was $ 63.70 (2023: $ 56.73 ; 2022 : $ 46.17 ). In the years ended December 31, 2024, 2023 and 2022, the total intrinsic value of stock options exercised was $ 14.4 million, $ 58.4 million and $ 12.9 million, respectively. The tax benefit arising on the exercise of stock options was $ 2.2 million, $ 3.1 million and $ 2.6 million for the years ended December 31, 2024, 2023 and 2022 , respectively. Awards granted in the year ended December 31, 2024, 2023 and 2022 , have been valued using the Black-Scholes option pricing model. The assumptions used in the models for share options granted during the years ended December 31, 2024, 2023 and 2022 , were as follows: 2024 2023 2022 Share price at grant date $ 31.13 - $ 70.50 $ 46.48 - $ 64.53 $ 24.66 - $ 46.86 Exercise price $ 31.13 - $ 70.50 $ 46.48 - $ 64.53 $ 24.66 - $ 46.86 Expected volatility 54.98 % - 66.17 % 66.70 % - 72.05 % 73.02 % - 87.81 % Expected life 5 years - 5.5 years 5 years 4 years - 5 years Risk free rate 3.53 % - 4.56 % 3.52 % - 4.75 % 1.12 % - 4.12 % Fair value $ 16.53 - $ 40.47 $ 27.77 - $ 39.02 $ 15.10 - $ 29.41 11. Basic and diluted net loss per share Basic and diluted net loss per share is calculated as follows (in thousands, except share and per share amounts): 2024 2023 2022 Net loss for the year $ ( 51,087 ) $ ( 55,287 ) $ ( 52,543 ) Basic and diluted weighted average number of ordinary shares 49,991,064 48,888,975 45,714,923 Basic and diluted net loss per share $ ( 1.02 ) $ ( 1.13 ) $ ( 1.15 ) The potential shares through share options of 9,422,875 , 8,967,882 and 9,893,244 for the years ended December 31, 2024, 2023 and 2022 , respectively, have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect. For the year ended December 31, 2024 , shares issuable upon the potential conversion of all of the Notes (as defined in Note 7. “Non-current interest-bearing loans and borrowings”) were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect . F-24 Table of Contents 12. Income taxes Net loss before income taxes is as follows (in thousands): 2024 2023 2022 United States $ 16,260 $ 11,612 $ 7,509 United Kingdom ( 74,429 ) ( 76,866 ) ( 47,566 ) Other worldwide 5,232 4,364 ( 826 ) Net loss before income taxes $ ( 52,937 ) $ ( 60,890 ) $ ( 40,883 ) The components of income tax benefit (expense) are as follows (in thousands): 2024 2023 2022 Current: United Kingdom $ — $ — $ ( 12,420 ) United States - Federal and State ( 1,473 ) 215 ( 968 ) Other worldwide ( 500 ) ( 455 ) — Total current tax expense $ ( 1,973 ) $ ( 240 ) ( 13,388 ) Deferred: United Kingdom $ — $ — $ — United States - Federal and State 3,823 5,873 1,694 Other worldwide — ( 30 ) 34 Total deferred tax benefit $ 3,823 $ 5,843 $ 1,728 Total income tax benefit (expense) $ 1,850 $ 5,603 $ ( 11,660 ) The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows (in thousands): 2024 2023 Deferred tax assets Net losses $ 69,350 $ 74,916 Fixed assets 3,874 4,286 R&D credits 7,145 5,745 Stock based compensation 12,775 9,795 Convertible senior notes 14,508 — Other deferred tax assets 2,090 511 Total deferred tax assets $ 109,742 $ 95,253 Deferred tax liabilities Other deferred tax liabilities ( 2,788 ) ( 1,154 ) Total deferred tax liabilities $ ( 2,788 ) $ ( 1,154 ) Valuation allowance ( 92,164 ) ( 83,126 ) Net deferred tax assets $ 14,790 $ 10,973 F-25 Table of Contents The movements in the deferred tax asset valuation allowances are as follows (in thousands): 2024 2023 Valuation allowance as of January 1, $ ( 83,126 ) $ ( 86,436 ) (Increase)/ decrease in valuation allowance through net loss ( 10,319 ) 7,573 Foreign currency translation adjustments 1,281 ( 4,263 ) Valuation allowance as of December 31, $ ( 92,164 ) $ ( 83,126 ) Reconciliation of the U.K. statutory income tax rate, the income tax rate of the country of domicile of the Company, to the Company’s effective income tax rate is as follows (in percentages): 2024 2023 2022 U.K. statutory income tax rate 25.0 % 23.5 % 19.0 % Non-deductible expenses 3.6 % ( 1.1 %) ( 20.7 %) Above the line credit not taxable 0.5 % ( 2.9 %) 7.3 % Additional deduction for R&D expenditure — % — % 50.6 % Surrender of tax losses for R&D tax credit refund — % — % ( 9.6 %) R&D expenditure credits 7.6 % 5.3 % ( 28.0 %) Share based payments ( 6.6 %) ( 3.0 %) — % State taxes ( 0.4 %) 0.1 % 1.3 % Foreign rate differential 2.5 % 1.3 % ( 0.5 %) Prior period adjustments 4.6 % 0.5 % 0.4 % Leases — % — % ( 0.4 %) Change in valuation allowances ( 33.2 %) ( 14.5 %) ( 47.9 %) Effective income tax rate 3.6 % 9.2 % ( 28.5 ) % As of December 31, 2024, the Company’s net operating loss carryforwards in the United Kingdom totaled $ 277.4 million. As of December 31, 2024, the Company has U.S. R&D credit carryforwards totaling $ 7.1 million, of which, $ 6.7 million relates to federal tax credits. U.K. tax credit carryforwards can be carried forward indefinitely to be offset against future tax liabilities of the company. Non-U.K. net operating loss carryforwards can be carried forward indefinitely. U.S. tax credit carryforwards can be carried forward for 20 years to be offset against future tax liabilities, subject to a minimum tax payment of 25% of the tax charge. A valuation allowance is established when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The majority of the Company’s deferred tax assets relate to net operating loss and R&D carryforwards that can only be realized if the Company is profitable in future periods. Accordingly, the Company has provided a valuation allowance against a substantial amount of the net deferred tax assets due to uncertainties as to their ultimate realization. The Company operates in multiple jurisdictions with complex tax and regulatory environment and the Company's tax returns are periodically audited or subjected to review by tax authorities. The following table summarizes tax years that remain subject to examination by tax jurisdiction as of December 31, 2024: Jurisdiction Open Tax Years Based on Originally Filed Returns United Kingdom 2022-2023 United States 2021-2023 F-26 Table of Contents The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2024 and 2023 , the Company has not recorded any provision for uncertain tax positions. 13. Segment information The Company operates in one operating segment: immunotherapies, which is focused on pioneering and delivering transformative immunomodulating medicines in the areas of cancer, infectious diseases and autoimmune diseases. The Company primarily generates revenue from one stream, revenue from the sale of therapies, which consists of sales of KIMMTRAK a nd the sale of tebentafusp under compassionate use and early access programs in France through September 2022. H istorically, the Company had a second stream, collaboration revenue, which is no longer significant. The Company manages its business activities on a consolidated basis. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker ("CODM"), the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM evaluates financial performance, monitors budget versus actual results and allocates resources using financial information reported on a company-wide basis and therefore the measure of segment profit or loss used is consolidated net loss. The measure of the operating segment assets is reported on the consolidated balance sheet as total assets. The accounting policies of the immunotherapies segment are the same as those described in Note 2. "Summary of significant accounting policies.". The following table summarizes the reportable segment's financial information (in thousands): 2024 2023 2022 Revenue $ 310,202 $ 249,428 $ 174,361 Less: Cost of revenue from sale of therapies ( 2,731 ) ( 1,037 ) ( 1,089 ) External R&D expenses: PRAME programs ( 90,377 ) ( 54,761 ) ( 17,901 ) Tebentafusp programs ( 31,166 ) ( 16,024 ) ( 17,777 ) Infectious disease programs ( 6,662 ) ( 5,111 ) ( 5,781 ) All other external clinical and pre-clinical costs ( 23,747 ) ( 23,215 ) ( 19,713 ) Total external R&D expenses ( 151,952 ) ( 99,111 ) ( 61,172 ) R&D salaries and other employee-related costs ( 43,706 ) ( 38,182 ) ( 29,557 ) SG&A salaries and other employee-related costs ( 48,739 ) ( 36,202 ) ( 24,873 ) Other SG&A expenses ( 80,623 ) ( 82,291 ) ( 70,609 ) Other segment expense, net (a) ( 33,538 ) ( 47,892 ) ( 39,604 ) Segment and consolidated net loss $ ( 51,087 ) $ ( 55,287 ) $ ( 52,543 ) (a) Other segment expenses, net includes other internal R&D expenses, share-based compensation expense, R&D tax credits, interest income, interest expense, foreign currency (loss) gain, other income (expense), net and income tax benefit (expense). 14. Commitments and contingencies Lease commitments See “Leases” for the maturities of operating lease liabilities as of December 31, 2024 . F-27 Table of Contents Manufacturing commitments The Company enters into a number of manufacturing commitments for the future purchase of materials and contract manufacturing services. While the majority of such contracts can be cancelled on reasonable notice, due to the significant ongoing expenditure associated with the Company’s programs, including brenetafusp, the Company estimates it has noncancellable commitments in relation to the development and supply of product candidates totaling, $ 27.7 million, the majority of which are estimated to be paid within twelve months from the balance sheet date . Gates Collaboration Under the terms of the Company’s agreement with the Gates Foundation, the Company is 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 the Company under the agreement, which the Company considers to be within its control, the Gates Foundation has the right to sell, or require the Company to buy back, any of the shareholdings in the Company held by the Gates Foundation. In such an event, if within 12 months after such redemption or sale, the Company experiences a change in control at a valuation of more than 150 % of the valuation used for the redemption or the sale of the shares, the Company has 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. Legal proceedings The Company is not currently a party to any material legal proceedings. F-28