What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-03-02 · 9 added, 91 removed, 10 unchanged (91% of the section changed)

4 unchanged sentences

Unregistered Sales of Equity Securities

During the period covered by this Annual Report on Form 10-K, we have issued the following securities that were not registered under the Securities Act:

In October 2017, we issued 64,648 ordinary shares to the sellers of the Inocard business in connection with the amended purchase agreement by which we acquired the Inocard business.

No cash consideration was paid for the shares, as such shares were issued as amended consideration for our previous acquisition of the Inocard business.

We deemed the offer and issuance of these shares to be exempt from registration under the Securities Act in reliance on Regulation S of the Securities Act, as an offshore offering of securities and such shares were issued as restricted shares.

The sellers of the Inocard business represented to us that they were in compliance with the requirements of Regulation S.

In December 2017 we issued 114,172 ordinary shares to certain of the shareholders of the Company pursuant to exercised warrants for $2.0 million in aggregate cash consideration.

The warrants that were exercised were issued prior to the Company’s initial public offering.

We deemed the sale and issuance of these shares to be exempt from registration under the Securities Act in reliance on Regulation S of the Securities Act, as an offshore offering of securities and such shares were issued as restricted shares.

The warrant holders represented to us that they were in compliance with the requirements of Regulation S.

In February 2019 we issued 37,175 ordinary shares to Hercules Capital Inc.

pursuant to exercised warrants for $0.5 million in aggregate cash consideration.

Hercules Capital Inc.

represented to us that they were in compliance with the requirements of Regulation S.

Use of Proceeds from Registered Securities

On September 10, 2019, we completed a follow-on public offering of 4,891,305 ordinary shares at a public offering price of $46.00 per ordinary share, and on September 13, 2019, we completed the sale of an additional 733,695 ordinary shares at a public offering price of $46.00 per ordinary share pursuant to the exercise by the underwriters of the option to purchase additional ordinary shares, resulting in gross proceeds to us of $258.8 million.

The net proceeds from this offering were $242.7 million, after deducting underwriting discounts and commissions of $15.5 million.

Additionally, we deducted $0.6 million of expenses incurred related to this offering from additional paid-in capital.

The offer and sale of the shares in our follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No.

333-216701) which was declared effective by the SEC on May 26, 2017.

Following the sale of the shares in connection with the closing of our follow-on offering, the offering terminated.

Goldman Sachs & Co.

LLC, SVB Leerink LLC and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers.

Cantor Fitzgerald & Co.

and SunTrust Robinson Humphrey, Inc.

acted as co-lead managers and H.C.

Wainwright & Co., LLC, acted as co-manager.

Issuer Stock Repurchases

During the period covered by this Annual Report on Form 10-K, we have not issued any securities that were not registered under the Securities Act.

Issuer Share Repurchases

We did not make any purchases of our ordinary shares during the year ended December 31, 2020.

Our affiliates made purchases of our ordinary shares as described in “Unregistered Sales of Equity Securities” above.

As of February 26, 2020, there were approximately ten holders of record of our ordinary shares.

As of February 25, 2021, there were approximately seven holders of record of our ordinary shares.

The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides information about our Ordinary Shares that may be issued under our 2014 Amended and Restated Share Option Plan (the “2014 Plan”), our predecessor plan, our Employee Share Purchase Plan and outside these plans as of December 31, 2019:

Plan Category

(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights

(b) Weighted-average exercise price of outstanding options, warrants and rights (1)

(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

2012 Equity Incentive Plan (Equity Compensation Plan Approved by Security Holders)

2014 Restated Plan (Equity Compensation Plan Approved by Security Holders)

Employee Share Purchase Plan (Equity Compensation Plan Approved by Security Holders)

Equity Compensation Plans Not Approved by Security Holders (3)

(1) The exercise price for our RSU and earned PSU awards is $0.00 and is included in the weighted average exercise price of outstanding options, warrants and rights.

(2) The exercise price of outstanding options is denominated in euro and translated to dollar at the foreign exchange rate as of December 31, 2019.

(3) These awards include inducement grants entered into by the Company outside of the 2014 Restated Plan and the predecessor plans.

(4) At the 2019 annual general meeting of shareholders, our Board of Directors was granted the authority to issue a maximum of 19.9% of the Company’s aggregate issued capital outside of a public offering.

Ordinary Shares may be issued as part of inducement or other option grants but are not restricted to that purpose.

Share Performance Graph

The following graph compares the performance of our ordinary shares (“QURE”) for the periods indicated with the performance of the NASDAQ Composite Index (“ ˄ IXIC”) and the Nasdaq biotechnology index (“ ˄ NBI”).

This graph assumes an investment of $100 after market closed December 31, 2015 in each of our ordinary shares, the NASDAQ Composite Index, and the NASDAQ Biotechnology Index, and assumes reinvestment of dividends, if any.

The performance of our ordinary shares shown on the graph below is not necessarily indicative of the future performance of our ordinary shares.

This graph is not “soliciting material”, is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Selected Financial Data

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the consolidated financial statements and related notes, and other financial information included in this Annual Report on Form 10-K.

We derived the selected consolidated statements of operations and comprehensive loss for the years ended December 31, 2019, 2018, and 2017 and the selected consolidated balance sheet data as of December 31, 2019 and 2018 from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K.

We derived the selected consolidated statements of operations and comprehensive loss for the years ended December 31, 2016 and 2015 and the selected consolidated balance sheets as of December 31, 2017, 2016 and 2015 from our audited consolidated financial statements not included in this Annual Report on Form 10-K.

Historical results are not necessarily indicative of the results to be expected in future periods.

We qualified as a U.S.

domestic filer for SEC reporting purposes on January 1, 2017, and accordingly have prepared our financial statements in accordance with U.S.

GAAP and report our financials in U.S.

Years ended December 31,

(in thousands, except per share data)

License revenues

License revenues from related party (1)

Collaboration revenues

Collaboration revenues from related party

Total revenues

Operating expenses:

Research and development expenses

Selling, general and administrative expenses

Total operating expenses

Other expense

Loss from operations

Interest income

Interest expense

Foreign currency (losses) / gains, net

Other non-operating (expense) / income, net

Loss before income tax expense

Income tax benefit / (expense)

Other comprehensive income / (loss), net of income tax:

Foreign currency translation adjustments net of tax impact of nil for the year ended December 31, 2019 (2018:

$(0.2) million, 2017:

$0.2 million, 2016:

$(1.1) million, 2015:

$0.7 million)

Total comprehensive loss

Basic and diluted net loss per common share

(1) Our license revenue for the years ended December 31, 2019 and 2018 reflects the 2018 implementation of ASC 606 Revenue from Contracts with Customers using the modified retrospective method.

License revenue for the years ended December 31, 2017, 2016 and 2015 has not been adjusted.

See Note 2.3.19 to our consolidated financial statements.

As of December 31,

Cash and cash equivalents

Total assets (1)

Accumulated deficit (2)

Total shareholders’ equity

(1) Our total assets as of December 31, 2019 reflect the implementation of ASC 842 Leases using the modified retrospective method.

Total assets as of December 31, 2018, 2017, 2016 and 2015 years have not been adjusted.

See Note 3 to our consolidated financial statements.

(2) Our accumulated deficit as of December 31, 2019 and 2018 reflect the implementation of ASC 606 Revenue from Contracts with Customers using the modified retrospective method.

Accumulated deficit for the years ended December 31, 2017, 2016 and 2015 has not been adjusted.

Not applicable.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity