What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 195 added, 203 removed, 260 unchanged (60% of the section changed)

3 unchanged sentences

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

September 30,

2025 December 31,

2 unchanged sentences

Marketable securities

360,185 364,645

Accounts receivable, net 63,094 63,009

12 unchanged sentences

Operating lease liabilities, current 1,717 1,547

Interest-bearing loans and borrowings, current

Total current liabilities 149,163 212,181

2 unchanged sentences

Operating lease liabilities, non-current 40,748 40,162

Interest-bearing loans and borrowings, non-current

Interest-bearing loans and borrowings

391,530 391,013

Total liabilities 649,529 648,790

Commitments and contingencies (Note 10)

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 September 30, 2024 and December 31, 2023, respectively, and 50,025,620 and 49,725,649 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

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

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 97,234 and £ 97,454 shares as of March 31, 2025 and December 31, 2024, respectively, and 50,184,609 and 50,064,860 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024.

Additional paid-in capital 1,202,171 1,190,104

7 unchanged sentences

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

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

2024 2023 2024 2023

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

Three Months Ended March 31,

Revenue from sale of therapies, net $ 93,881 $ 70,342

Collaboration revenue — 160

1 unchanged sentence

Cost and operating expenses:

Cost of product revenue ( 448 ) ( 276 ) ( 2,401 ) ( 837 )

Cost of revenue from sale of therapies ( 831 ) ( 246 )

Research and development expense ( 56,468 ) ( 57,459 )

10 unchanged sentences

6,084 ( 24,079 )

Income tax benefit (expense)

Income tax expense

( 1,061 ) ( 357 )

1 unchanged sentence

$ 5,023 $ ( 24,436 )

Other comprehensive income (loss):

Other comprehensive income:

Exchange differences on translation of foreign operations 673 897

14 unchanged sentences

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

deficit Accumulated other comprehensive income (loss)

deficit Accumulated other comprehensive (loss) income

Total Shareholders' Equity

2 unchanged sentences

50,064,860 $ 135 5,793,501 $ 1 $ 1,190,104 $ ( 795,761 ) $ ( 33,763 ) $ 360,716

Net loss — — — — — ( 24,436 ) — ( 24,436 )

Other comprehensive income — — — — — — 897 897

Exercise of share options 280,436 1 — — 5,212 — — 5,213

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

As of March 31, 2024

— — — — — 5,023 — 5,023

Net loss — — — — — ( 11,616 ) — ( 11,616 )

Other comprehensive income — — — — — — 673 673

1 unchanged sentence

Share-based compensation expense — — — — 9,516 — — 9,516

As of June 30, 2024

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

— — — — — 8,736 — 8,736

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

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

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

As of September 30, 2024

As of March 31, 2025

50,184,609 $ 135 5,793,501 $ 1 $ 1,202,171 $ ( 790,738 ) $ ( 33,090 ) $ 378,479

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

Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

9 unchanged sentences

50,006,085 $ 135 5,793,501 $ 1 $ 1,163,872 $ ( 769,110 ) $ ( 35,364 ) $ 359,534

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

Other comprehensive income — — — — — — 6,771 6,771

Exercise of share options 561,940 2 — — 11,556 — — 11,558

Share-based compensation expense — — — — 8,821 — — 8,821

As of June 30, 2023

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

— — — — — 906 — 906

Other comprehensive loss

— — — — — — ( 14,951 ) ( 14,951 )

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

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

As of September 30, 2023

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

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

2 unchanged sentences

(Unaudited) (In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net loss $ ( 27,316 ) $ ( 35,557 )

Net income (loss)

$ 5,023 $ ( 24,436 )

Adjustments for:

1 unchanged sentence

Depreciation 854 1,011

Unrealized foreign exchange gains, net

Unrealized foreign exchange (gains) losses, net

( 2,907 ) 1,304

3 unchanged sentences

Changes in assets and liabilities:

Increase in accounts receivable ( 11,053 ) ( 7,647 )

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

Increase (decrease) in accounts payable

Decrease (increase) in accounts receivable

836 ( 6,198 )

Increase in accrued expenses 72,728 23,109

Decrease in deferred revenue

Increase in prepayments and other current assets ( 28 ) ( 1,819 )

Increase (decrease) in accounts payable

3,342 ( 2,320 )

(Decrease) increase in operating lease liabilities

(Decrease) increase in accrued expenses

( 10,943 ) 19,169

Increase (decrease) in operating lease liabilities

Increase in other operating assets ( 1,573 ) ( 1,395 )

( 4,515 ) ( 2,676 )

Increase in other operating liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

435 ( 4,587 )

Cash flows from investing activities

Purchase of marketable securities

( 350,000 ) —

Proceeds from sale of marketable securities

Purchase of property and equipment

( 298 ) ( 430 )

Net cash used in investing activities ( 351,589 ) ( 4,608 )

Net cash provided by (used in) investing activities

9,702 ( 430 )

Cash flows from financing activities

Proceeds from issue of convertible senior notes

Payments for debt issuance costs ( 13,358 ) —

Proceeds from exercise of share options

Proceeds from issue of convertible loan notes

Payments for debt issuance costs

Net cash provided by financing activities 2,551 396,012

Increase in net cash and cash equivalents

12,688 390,995

Net foreign exchange difference on cash held 8,426 ( 800 )

2 unchanged sentences

Supplemental disclosure of cash flow and non-cash information

Cash received for interest, net

Cash (paid) received for interest, net

$ ( 5,031 ) $ 5,141

1 unchanged sentence

$ ( 32 ) $ ( 140 )

Purchases of property and equipment in accounts payable

Debt issuance costs in accrued expenses and other current liabilities

$ — $ ( 1,116 )

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

5 unchanged sentences

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 (Immune mobilizing monoclonal TCRs Against X disease) platform, the Company’s pipeline includes nine active clinical and preclinical programs in oncology, 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 38 countries and the Company has commercially launched the product in the United States, Germany and France, among other territories.

KIMMTRAK is now approved in 39 countries and the Company has commercially launched the product in 26 countries, including the United States, Germany and France, among other territories.

Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.

GAAP"), for interim financial reporting and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information required for the full annual financial statements and should be read in conjunction with the annual consolidated financial statements of the Company for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"), on February 28, 2024 ("Annual Report").

Accordingly, they do not include all of the information required for the full annual financial statements and should be read in conjunction with the annual consolidated financial statements of the Company for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"), on February 26, 2025 (the "Annual Report").

The accompanying condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods reported.

1 unchanged sentence

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

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

The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

Use of estimates

5 unchanged sentences

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.

Significant accounting policies

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

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

Collaboration and supply agreements

In February 2024, the Company entered into a clinical trial collaboration and supply agreement with Bristol Myers Squibb ("BMS"), to investigate the Company’s ImmTAC bispecific TCR candidate targeting PRAME HLA-A02, brenetafusp (IMC-F106C), in combination with BMS’s nivolumab, in first-line advanced cutaneous melanoma (the "BMS Agreement").

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

Both parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong solely to BMS, or study data related solely to brenetafusp, which will belong solely to the Company.

Given the terms of the BMS Agreement, the Company concluded that it is not within the scope of ASC 808 or ASC 606.

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

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

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

Convertible senior notes

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.

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

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

Foreign currencies

The reporting currency of the Company is the U.S.

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 Condensed Consolidated Financial Statements effective January 1, 2024.

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).

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.

Estimates are primarily made in relation to revenue recognition, operating lease incremental borrowing rates, share-based compensation expense, clinical accruals, and deferred tax asset valuation allowances.

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 to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

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

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

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.

As of March 31, 2025 and December 31, 2024, the Company held $ 351.8 million and $ 338.1 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 March 31, 2025 and December 31, 2024, the Company held $ 360.2 million and $ 364.6 million of marketable securities, respectively, including unrealized gains of $ 5.5 million for the three months ended March 31, 2025 and $ 14.6 million for the year ended December 31, 2024, respectively.

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

Other financial instruments, although not recorded at fair value on a recurring basis, include cash, accounts receivable, accounts payable and debt obligations.

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

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

The fair value of borrowings under the Notes (disclosed in Note 5.

“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.

Significant accounting policies

With the exception of the below policy, the significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three months ended March 31, 2025 are consistent with those disclosed in No te 2.

"Summary of Significant Accounting Policies" in the audited consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report.

Share-based compensation

The Company operates equity-settled, share-based compensation plans whereby employees and directors are granted restricted share units ("RSUs") or 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 awards is recognized over the requisite service period for each separate vesting portion as if the grant, in substance, represented multiple awards.

The grant date fair value of RSUs is based on the market value of our shares on the date of grant.

The grant date fair value of options is calculated using the Black Scholes valuation model.

Estimation of the fair value of options 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 assumes no 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 for options and RSU's are estimated by considering both market and company-specific data and the available internal information at the end of each reporting period.

Recently issued and recently adopted accounting pronouncements

In March 2024, the SEC issued Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

The final rule requires registrants to provide climate-related disclosures in their annual reports and registration statements, beginning with annual reports for the year ending December 31, 2025, for calendar-year-end large accelerated filers.

In April 2024, the SEC issued an order staying the final rule pending the completion of legal challenges to the final rule.

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

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

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

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

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

2024 2023 2024 2023

On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, 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 for the interim period ended March 31, 2025.

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 9.

"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.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires disclosure in the notes to the financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated.

This ASU is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating these new disclosure requirements and the impact of adoption on its financial statements.

During the three months ended March 31, 2025, the Company recognized $ 93.9 million (2024:

$ 70.3 million) of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

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

Three Months Ended March 31,

United States $ 56,607 $ 50,026

1 unchanged sentence

International 4,470 1,364

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

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

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

Revenue from sale of therapies, net $ 93,881 $ 70,342

Revenue from sale of therapies, net for the three months ended March 31, 2025 includes $ 7.3 million (2024:

$ 2.2 million), of partnered revenue under the Company's agreement with Medison Pharma Ltd.

("Medison"), and such revenue is split between its European and international markets.

Accounts receivable from contracts with customers

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

Accounts receivable as of March 31, 2025 and December 31, 2024 were $ 63.1 million and $ 63.0 million, respectively.

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

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

Expected credit losses as of March 31, 2025 and December 31, 2024 were immaterial.

Accruals for rebates, chargebacks and returns

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

Current and non-current accruals for rebates, chargebacks and returns as of March 31, 2025 were as follows (in thousands):

Rebates Chargebacks Returns Total

3 unchanged sentences

Credits and payments made ( 14,828 ) ( 8,805 ) ( 2,310 ) ( 25,943 )

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

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

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

As of March 31, 2025 $ 118,693 $ 1,775 $ 826 $ 121,294

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 61.8 million and $ 0 million as of March 31, 2025 and December 31, 2024, respectively, which are not required to be paid in the twelve months from the balance sheet date following additional information received in the three months ended March 31, 2025.

The adjustments related to prior period sales in the period ended March 31, 2025 were due to changes in estimates primarily related to European pricing negotiations.

Deferred revenue

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

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

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

Non-current deferred revenue as of March 31, 2025 and 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, combined 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 within net revenue from sale of therapies following first commercial sale in the territory.

As of March 31, 2025, the Company estimates that revenue recognition of this non-current deferred revenue will commence after one year or later.

Accrued expenses and other current liabilities

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

September 30,

2025 December 31,

3 unchanged sentences

Employee related expenses 4,654 13,102

Commercial services 3,449 6,900

Contract manufacturing 7,087 4,764

Other taxation and social security 962 1,807

Interest accruals 1,677 4,205

Commercial services 3,152 2,483

Other accruals 6,338 8,608

1 unchanged sentence

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

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

Current and non-current interest-bearing loans and borrowings

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

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

As of March 31, 2025, rebates, chargebacks and returns of $ 61.8 million were recorded in Accrued expenses, non-current, of which $ 45.9 million were reclassified from Accrued expenses and other current liabilities as of December 31, 2024 as they are no longer required to be paid in the twelve months from the balance sheet date following additional information received in the three months ended March 31, 2025.

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings consisted of the following as of March 31, 2025 (in thousands):

Principal Amount

3 unchanged sentences

$ 402,500 $ ( 10,970 ) $ 391,530 $ 337,979 Level 2

Pharmakon loan

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

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

Interest-bearing loans and borrowings consisted of the following as of December 31, 2024 (in thousands):

Principal Amount

2 unchanged sentences

Convertible senior notes

$ — $ — $ — $ — Not applicable

Pharmakon loan

$ 402,500 $ ( 11,487 ) $ 391,013 $ 337,174 Level 2

Interest expense consisted of the following (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Convertible senior notes

2 unchanged sentences

Amortization of debt issuance costs

511 — 1,343 —

Pharmakon loan

889 1,321 3,466 3,845

Total interest expense

$ 3,025 $ 3,239

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.

The Notes were issued pursuant to an indenture, dated February 2, 2024, as supplemented on March 17, 2025 (the "Indenture"), between the Company and U.S.

Bank Trust Company, National Association, as trustee.

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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.

L ender 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 American Depositary Shares ("ADSs") per $ 1,000 principal amount of the Notes, which will be subject to anti-dilution adjustments in certain circumstances.

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 into American Depositary Shares ("ADSs") of the Company.

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.

Following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of optional redemption or a notice of tax redemption, the Company shall, in certain circumstances, increase the conversion rate for a holder of the Notes who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of optional redemption or notice of tax redemption, as the case may be.

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.

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

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

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

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

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

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

The Company’s borrowings under the Pharmakon Loan Agreement, contain customary representations and warranties and customary affirmative and negative covenants, including limitations on the Company’s ability to dispose of assets, enter into merger, consolidation or acquisition transactions, and incur additional debt.

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

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

2029 and thereafter

Total principal payments $ 452,500

debt issuance costs

Total interest-bearing loans and borrowings $ 438,695

The first tranche of $ 50 million bore interest at a fixed rate of 9.75 %, which was 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.

On November 8, 2024, the Company repaid in full the loan outstanding under the Pharmakon Loan Agreement.

Share-based compensation

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

Three Months Ended March 31,

Research and development

$ 2,181 $ 1,980

Selling, general and administrative $ 7,308 $ 6,984

Equity Incentive Plan

Under the Company’s Equity Incentive Plan ("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.

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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.

Share options lapse on the tenth anniversary from the date of grant, and they are not subject to performance conditions or entitled to dividends.

The Company has reserved 6,250,865 authorized shares for future issuance under the EIP.

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

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

2024 2023 2024 2023

Research and development

$ 1,819 $ 1,717 $ 5,971 $ 5,254

Selling, general and administrative $ 4,740 $ 6,482 $ 19,552 $ 20,024

Share option activity

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

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Awards exercised ( 119,749 ) 21.34

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

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

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

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

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

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

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

Awards forfeited ( 13,193 ) 56.49

Awards expired

( 7,176 ) 48.79

Outstanding as of March 31, 2025 10,811,916 $ 30.99 6.4 years $ 50,832

Exercisable as of March 31, 2025 7,817,348 $ 26.56 5.4 years $ 49,489

As of March 31, 2025, total unrecognized compensation expense related to share options granted but not vested was $ 36.6 million, which the Company expects to recognize over a remaining weighted-average period of 1.9 years.

Awards granted in the three months ended March 31, 2025 and 2024 have been valued using the Black-Scholes option pricing model.

The assumptions used in the models for share options granted were as follows:

Three Months Ended March 31,

Share price at grant date $ 29.21 - $ 29.60

$ 67.51 - $ 70.50

$ 48.38 - $ 64.53

Exercise price $ 29.21 - $ 29.60

$ 67.51 - $ 70.50

$ 48.38 - $ 64.53

Expected volatility 53.30 % - 55.78 %

59.94 % - 66.17 %

70.46 % - 72.05 %

Expected life 5.5 years

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3.93 % - 4.30 %

3.52 % - 4.19 %

Fair value $ 15.70 - $ 16.21

$ 39.50 - $ 40.47

Restricted share unit activity

In February 2025, the Company granted RSU awards that vest over a four-year service period with 25 % on each anniversary of the grant date.

An RSU award represents the right to receive one of the Company’s ADSs upon vesting of the RSU.

The fair value of each RSU award is based on the closing price of the Company’s ADSs on Nasdaq on the date of grant.

The number and weighted average fair value of RSUs were as follows:

Number of RSUs

Weighted Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2024

Awards granted

485,140 29.60

Awards vested

Awards forfeited

Unvested and outstanding as of March 31, 2025

485,140 $ 29.60

As of March 31, 2025, total unrecognized compensation expense related to RSUs granted but not vested was $ 12.0 million, which the Company expects to recognize over a remaining weighted-average period of 2.4 years.

Basic and diluted net income (loss) per share

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Net income (loss)

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50,086,684 49,877,218

Adjustment for stock options with dilutive effect

2,786,495 5,024,930 — —

Adjustment for share options and RSUs with dilutive effect

Diluted weighted-average number of shares outstanding

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$ 0.10 $ ( 0.49 )

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

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

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

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

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

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

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

A total of 3,691,365 shares issuable upon the exercise of outstanding share options and vesting of RSUs for the three months ended March 31, 2025 (March 31, 2024:

9,537,918 ), have been excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect.

For the three months ended March 31, 2025 and 2024, shares issuable upon the potential conversion of all of the Notes (as defined in Note 5.

“Interest-bearing loans and borrowings”) were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect.

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

As such, the effective tax rate in the condensed consolidated financial statements may differ from the Company’s estimate of the effective tax rate for the Company’s consolidated financial statements for the year ending December 31, 2025 .

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

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

The Company continues to benefit from the U.K.

The Company’s consolidated estimated effective tax rate for the three months ended March 31, 2025 w as 17.4 %.

During the three months ended March 31, 2025, the Company recorded a tax charge of $ 1.1 million, comp ared to a tax charge for the three months ended March 31, 2024 of $ 0.4 million.

The Company benefits from the U.K.

large company Research & Development Expenditure Credit ("RDEC") regime which can generate a cash rebate of up t o 15 % of qualifying research and development expenditures incurred after April 1, 2023.

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

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

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

For the three months ended March 31, 2025 , the Company excluded the United Kingdom from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in this jurisdiction for which no tax benefit can be recognized.

A net deferred tax asset o f $ 14.4 m illion has been recognized as of March 31, 2025 ( December 31, 2024 :

$ 14.8 million) primarily representing research and development credits and share-based compensation for one of the Company’s U.S.

subsidiaries, Immunocore LLC, following an annual assessment, or periodically as required, of all available and applicable information, including its forecasts of costs and future profitability and the resulting ability to reverse the recognized deferred tax assets over a short period of time.

During the three months ended March 31, 2025, the Company received U.K.

tax credits of $ 6.8 million relating to research and development expenditure in the year ended December 31, 2023.

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.

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 measure of the segment profit or loss used is consolidated net income (loss), and the measure of segment assets is reported on the condensed 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):

Three Months Ended March 31,

$ 93,881 $ 70,502

Cost of revenue from sale of therapies

( 831 ) ( 246 )

External research and development (R&D) expenses:

PRAME programs ( 17,305 ) ( 26,700 )

Tebentafusp programs ( 7,990 ) ( 5,894 )

Infectious disease programs ( 1,405 ) ( 2,246 )

All other external clinical and preclinical costs

( 11,231 ) ( 6,499 )

Total external R&D expenses ( 37,931 ) ( 41,339 )

R&D salaries and other employee-related costs ( 11,043 ) ( 9,754 )

Selling, general and administrative (SG&A) salaries and other employee-related costs

( 12,218 ) ( 14,840 )

Other SG&A expenses

( 20,672 ) ( 17,463 )

Other segment expense, net (a)

( 6,163 ) ( 11,296 )

Segment and consolidated net income (loss)

$ 5,023 $ ( 24,436 )

(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 gain (loss), other income (expense), net and income tax expense .

Commitments and contingencies

Lease commitments

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

The maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

2030 and thereafter

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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 $ 26.0 million, the majority of which are estimated to be paid within the next twelve months.

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 $ 27.5 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

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

What changed 10-Q

Item 1. Financial Statements