UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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(Mark One)

OR

For the fiscal year ended December 31, 2022

OR

OR

Date of event requiring this shell company report

Commission File Number 001-39992

Immunocore Holdings plc

(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation or organization)

92 Park Drive

Milton Park

(Address of principal executive offices)

Bahija Jallal, Ph.D.

Chief Executive Officer

92 Park Drive

Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary shares, nominal value £0.002 per share: 48,088,346 shares outstanding as of December 31, 2022.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☒ Yes ☐  No 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

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PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.		3
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE.		4
ITEM 3.	KEY INFORMATION.		4
	A.	Selected financial data.	4
	B.	Capitalization and indebtedness.	4
	C.	Reasons for the offer and use of proceeds.	4
	D.	Risk factors.	4
ITEM 4.	INFORMATION ON THE COMPANY.		73
	A.	History and development of the company.	73
	B.	Business overview.	74
	C.	Organizational structure.	100
	D.	Property, plant and equipment.	100
ITEM 4A.	UNRESOLVED STAFF COMMENTS.		100
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS.		100
	A.	Operating results.	101
	B.	Liquidity and capital resources.	110
	C.	Research and development, patents and licenses, etc.	115
	D.	Trend information.	115
	E.	Critical accounting estimates.	115
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.		116
	A.	Directors and senior management.	116
	B.	Compensation.	119
	C.	Board practices.	123
	D.	Employees.	127
	E.	Share ownership.	128
	F.	Disclosure of a registrant’s action to recover erroneously awarded compensation.	128
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.		128
	A.	Major shareholders.	128
	B.	Related party transactions.	130
	C.	Interests of experts and counsel.	131
ITEM 8.	FINANCIAL INFORMATION.		131
	A.	Consolidated financial statements and other financial information.	131
	B.	Significant changes.	132
ITEM 9.	THE OFFER AND LISTING.		133
	A.	Offer and listing details.	133
	B.	Plan of distribution.	133
	C.	Markets.	133
	D.	Selling shareholders.	133
	E.	Dilution.	133
	F.	Expenses of the issue.	133
ITEM 10.	ADDITIONAL INFORMATION		133
	A.	Share capital.	133
	B.	Memorandum and articles of association.	133
	C.	Material contracts.	133
	D.	Exchange controls.	134
	E.	Taxation.	134
	F.	Dividends and paying agents.	141
	G.	Statement by experts.	141
	H.	Documents on display.	141
	I.	Subsidiary information.	141
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		142
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		143
	A.	Debt securities	143

	B.	Warrants and rights	143
	C.	Other securities	143
	D.	American Depositary Shares	143
PART II			144
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		144
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		144
ITEM 15.	CONTROLS AND PROCEDURES		144
	A.	Disclosure controls and procedures.	144
	B.	Management’s annual report on internal control over financial reporting.	145
	C.	Attestation report of the registered public accounting firm.	145
	D.	Changes in internal control over financial reporting.	146
ITEM 16	[Reserved]		146
	A.	Audit committee financial expert.	146
	B.	Code of ethics.	146
	C.	Principal accountant fees and services.	147
	D.	Exemptions from the listing standards for audit committees.	147
	E.	Purchases of equity securities by the issuer and affiliated purchasers.	147
	F.	Changes in registrant’s certifying accountant.	147
	G.	Corporate governance.	148
	H.	Mine safety disclosure.	148
	I.	Disclosure regarding foreign jurisdictions that prevent inspections.	148
PART III			148
ITEM 17.	FINANCIAL STATEMENTS		148
ITEM 18.	FINANCIAL STATEMENTS		148
ITEM 19.	EXHIBITS		149

•

the therapeutic potential and expected clinical benefits of KIMMTRAK, including the ability of KIMMTRAK (tebentafusp-tebn) to transform the treatment of metastatic uveal melanoma, or mUM, for patients and extended overall survival benefit;

•

the safety, efficacy and clinical progress of our various clinical programs, including those for IMC-F106C and IMC-M113V;

•

our ability to continue to generate revenues, which is dependent upon maintaining significant market acceptance among physicians, patients and healthcare payers;

•

our ability to maintain regulatory approval of KIMMTRAK (tebentafusp-tebn) for mUM, in the United States, European Union and other territories, as well as our ability to obtain and maintain regulatory approval in additional jurisdictions, and the timing thereof;

•

our expectations regarding the continued commercialization and marketing of KIMMTRAK for mUM, including expanding into and the related timing of reaching patients in additional territories;

•

our ability to build a sustainable pipeline of new medicine candidates, including but not limited to future generations of KIMMTRAK and additional product candidates identified and developed using our IMMTAX platform;

•

our ability to successfully execute our sales and marketing strategy of KIMMTRAK in the United States, Europe and elsewhere, including continuing to successfully recruit and retain sales and marketing personnel and to successfully build the market for our medicines

•

our expectations about the willingness of healthcare providers to recommend KIMMTRAK to people with mUM;

•

the rate and degree of market acceptance of our product candidates among physicians, patients, patient advocacy groups, third-party payors and the medical community and our ability and our distribution and marketing partners’ ability to obtain coverage and adequate reimbursement and pricing for, our medicines from government and third-party payers and risks relating to the success of our patient assistance programs;

•

the initiation, timing, progress and results of our ongoing clinical trials and any planned clinical trials, including the expansion arms of such trials, for tebentafusp in advanced melanoma, IMF-F106C, IMC-I109V and IMC-M113V, and our research and development programs, including delays or disruptions in clinical trials, non-clinical experiments and investigational new drug application-enabling studies;

•

our estimates regarding the period of time for which our current capital resources will be sufficient to fund our continued operations, our future expenses, including the impact thereon of rising inflation, fluctuating exchange rates and other macroeconomic factors, and our future revenues and our needs for and ability to obtain additional financing;

•

our expectations regarding timing of regulatory filings for, or our ability to obtain regulatory approval of, our product candidates other than KIMMTRAK;

•

our ability to obtain accelerated approval for current and future product candidates from the U.S. Food and Drug Administration, or FDA, the European Medicines Agency, or EMA, or other comparable regulatory authorities in other jurisdictions;

•

our ability to identify and develop additional product candidates using our ImmTAX platform;

•

our expectations regarding business disruptions affecting the initiation, patient enrollment, clinical trial site monitoring, development and operation of our current and proposed clinical trials, including as a result of a public health emergency, such as the coronavirus 2019, or COVID-19, pandemic, or other global and macroeconomic factors, such as the war in Ukraine, global geopolitical tensions, supply chain disruptions, rising interest rates and rising inflation;

•

our business strategies and goals;

•

our plans to collaborate, or statements regarding our current collaborations, including with Genentech, and our ability to find future partners and collaborators;

•

the performance of our third-party suppliers and manufacturers,

•

our expectations regarding our ability to obtain, maintain and enforce intellectual property protection for our product candidates and our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

•

our expectations regarding competition with respect to KIMMTRAK or any of our other current or future product candidates, as well as innovations by current and future competitors in our industry;

•

our expectations regarding regulatory developments in the United States and other countries, including potential changes in healthcare laws and regulations;

•

our financial performance and our ability to effectively manage our anticipated growth;

•

our ability to identify, recruit and retain qualified employees, including key commercial or management personnel; and

•

whether we are classified as a PFIC for current and future periods;

Item 1.

Identity of Directors, Senior Management and Advisers.

Item 2.

Offer Statistics and Expected Timetable.

Item 3.

Key Information.

B.	Capitalization and indebtedness.

C.	Reasons for the offer and use of proceeds.

D.	Risk factors.

•

We have incurred significant losses in every year since our inception. We expect to continue to incur losses over the next several years and may never achieve or maintain profitability.

•

Our ability to continue to generate revenues from KIMMTRAK and any future approved product candidates is subject to their consideration as effective drugs with advantages over other therapies, and their timely attaining and maintaining significant market acceptance among physicians, patients and healthcare payers.

•

Our revenues from KIMMTRAK may be significantly reduced by both existing and future legislation for drug pricing reforms requiring the payment of rebates.

•

Our future prospects are highly dependent on our ability to continue to successfully develop and execute our commercialization strategy for KIMMTRAK. Failure to do so would adversely impact our financial condition and prospects.

•

We will require substantial additional funding to achieve our business goals. If we are unable to obtain this funding when needed and on acceptable terms, we could be forced to delay, limit or terminate our product development efforts.

•

We are heavily dependent on the success of our ImmTAX platform to identify and develop product candidates. If we or our collaborators are unable to successfully develop and commercialize our platforms or experience significant delays in doing so, our business may be harmed.

•

We face substantial competition, which may result in others developing or commercializing drugs before or more successfully than us.

•

We may be unable to successfully complete additional large-scale, pivotal clinical trials for any product candidates we develop after KIMMTRAK.

•

Our product candidates utilize a novel mechanism of action and involve novel targets which may result in greater research and development expenses, regulatory issues that could delay or prevent approval, or discovery of unknown or unanticipated adverse effects.

•

Clinical product development involves a lengthy and expensive process, with an uncertain outcome.

•

Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful; interim, “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change materially.

•

We are subject to manufacturing and supply chain risks that could substantially increase our costs and limit supply of our products and components used in the preparation and administration of our product and product candidates. If we, or our third party manufacturers, fail to comply with manufacturing regulations, our financial results and financial condition will be adversely affected.

•

Reports of adverse events or safety concerns involving KIMMTRAK or our product candidates could delay or prevent us from obtaining or maintaining regulatory approvals or could negatively impact sales of our products or the prospects for our product candidates.

•

For existing KIMMTRAK approvals, and if we obtain further regulatory approvals to market KIMMTRAK and any other future approved products, we will remain subject to extensive ongoing regulatory obligations and oversight, including post-approval requirements, that could result in significant additional expense and could negatively impact our ability to commercialize our current and any future approved products.

•

Failure or perceived failure to comply with existing or future laws, regulations, contracts, self-regulatory schemes, industry standards and other obligations related to internal controls, healthcare sector compliance, anti-bribery and anti-corruption, data privacy and security (including security incidents) could harm our business.

•

If we are unable to adequately protect our proprietary technology or obtain, maintain, protect and enforce patent and other intellectual property protection for our technology and products or if the scope of the protection obtained is not sufficiently broad, our competitors and other third parties could develop and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize our technology and products may be impaired.

•

Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.

•

The FDA and other local regulators’ approval pathways can be difficult to predict and whether, for example, further unanticipated clinical trials are required, will depend on the data obtained in our ongoing clinical trials.

•

Our future success depends on our ability to retain key executives and experienced scientists and to attract, retain and motivate qualified personnel.

•

Our existing collaborations are important to our business, and future collaborations may also be important to us. If we are unable to maintain any of these collaborations, or if these collaborations are not successful, our business could be adversely affected.

•

As a company based and operating partly outside of the United States, we are subject to economic, political, regulatory and other risks associated with international operations.

•

further commercialize KIMMTRAK and any future product candidate for which we may obtain marketing approval in the United States and expanded territories and countries;

•

continue our ongoing and planned development of our clinical stage programs and our preclinical pipeline assets;

•

initiate pre-clinical studies and clinical trials for any additional product candidates that we may pursue in the future;

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seek regulatory approvals for our existing and potential future product candidates that successfully complete clinical trials;

•

build a portfolio of product candidates through the discovery, development, or acquisition or in-license of drugs, product candidates or technologies;

•

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

•

acquire or in-license other product candidates, intellectual property and technologies;

•

hire additional clinical, regulatory, scientific and sales and marketing personnel;

•

add operational, financial and management information systems and personnel, including personnel to support commercial development of KIMMTRAK, our product development and planned future commercialization efforts of existing and future product candidates; and

•

incur additional legal, accounting and other expenses associated with operating as a public company.

•

timing of competitive medicines;

•

continued efficacy and safety of KIMMTRAK;

•

continued projected growth of the markets in which KIMMTRAK competes;

•

the extent to which physicians diagnose and treat the conditions that KIMMTRAK is approved to treat;

•

prevalence and severity of any side effects;

•

if and when we are able to obtain regulatory approvals for additional indications for KIMMTRAK;

•

continued acceptance by patients, physicians and applicable specialists;

•

availability of, and ability to maintain, coverage and adequate reimbursement and pricing from government and other third-party payers;

•

potential or perceived advantages or disadvantages of KIMMTRAK over alternative treatments, including cost of treatment and relative convenience and ease of administration;

•

strength of sales, marketing and distribution support;

•

the price of KIMMTRAK, both in absolute terms and relative to alternative treatments;

•

impact of past and limitation of future medicine price increases;

•

our ability to maintain a continuous supply of KIMMTRAK for commercial sale;

•

the effect of current and future healthcare laws;

•

disruptions caused by health pandemics or epidemics, such as the COVID-19 pandemic, including the extent to which physicians and patients delay visits or writing or filling prescriptions for KIMMTRAK;

•

the performance of third-party distribution partners, over which we have limited control; and

•

medicine labeling or medicine insert requirements of the FDA or other regulatory authorities

•

progress, timing, scope and costs of our clinical trials, including the ability to timely initiate clinical sites, enroll subjects and manufacture soluble bispecific TCR product candidates for our ongoing, planned and potential future clinical trials, including our clinical trials of IMC-F106C (PRAME) in multiple solid tumors, IMC-I109V targeting hepatitis b virus, or HBV; and IMC-M113V targeting human immunosuppression virus, or HIV;

•

time and costs required to perform research and development to identify and characterize new product candidates from our research programs;

•

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

•

our ability to have clinical and commercial products successfully manufactured consistent with FDA, EMA and other authorities’ regulations;

•

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

•

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

•

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

•

terms and timing of any revenue we may receive under existing or future collaborations;

•

costs of operating as a public company;

•

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

•

costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

•

costs, associated with, and terms and timing of, any future any potential acquisitions, strategic collaborations, licensing agreements or other arrangements that we may establish; and

•

inability of clinical sites to enroll patients as healthcare capacities are required to cope with natural disasters, epidemics or other health system emergencies, such as the COVID-19 pandemic.

•

the inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;

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the inability of sales personnel to obtain access to physicians or educate adequate numbers of physicians on the benefits of prescribing any future product that we may develop;

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the lack of complementary treatments to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

•

unforeseen costs and expenses associated with creating an independent sales and marketing organization.

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delays or difficulties in enrolling and retaining patients in our clinical trials, including patients that may not be able or willing to comply with clinical trial protocols such as weekly dosing regimens if quarantines impede patient movement or interrupt healthcare services;

•

delays or difficulties in clinical site initiation, including difficulties in recruiting and retaining clinical site investigators and clinical site staff;

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increased rates of patients withdrawing from our clinical trials following enrollment as a result of risks of exposure to disease, being forced to quarantine or being unable to visit clinical trial locations or otherwise comply with clinical trial protocols;

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diversion or prioritization of healthcare resources away from the conduct of clinical trials and towards the epidemic or pandemic, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials, including because they, as healthcare providers, may have heightened exposure to disease, which would adversely impact our clinical trial operations;

•

interruption of our clinical supply chain or key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal, state/provincial or municipal governments, employers and others; and

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limitations in employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people.

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delays in receiving approval from local regulatory authorities to initiate our planned clinical trials;

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delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials;

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interruption in global shipping that may affect the transport of clinical trial materials, such as investigational drug product and comparator drugs used in our clinical trials;

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changes in federal, state/provincial or municipal regulations as part of a response to the COVID-19 or other outbreak of disease which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;

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delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; and

•

the refusal of the FDA to accept data from clinical trials in these affected geographies.

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the clinical indications for which our product candidates are approved;

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physicians, hospitals, cancer treatment centers, and patients considering our product candidates as a safe and effective treatment;

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hospitals and cancer treatment centers establishing the infrastructure required for the administration of the product candidate;

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the potential and perceived advantages of our product candidates over alternative treatments;

•

the prevalence and severity of any side effects, including CRS, for which KIMMTRAK has a boxed warning recommending at least 16 hours of patient monitoring after each of the first three infusions, and as clinically indicated thereafter;

•

product labeling or product insert requirements of the FDA, the EMA or other regulatory authorities;

•

limitations or warnings contained in the labeling approved by the FDA or the EMA;

•

the timing of market introduction of our product candidates as well as competitive products;

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the cost of treatment in relation to alternative treatments;

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the amount of upfront costs or training required for physicians to administer our product candidates;

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the pricing of our products and the availability of coverage and adequate reimbursement by third-party payors and government authorities;

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the willingness of patients to pay out-of-pocket in the absence of comprehensive coverage and adequate reimbursement by third-party payors and government authorities;

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relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and

•

the effectiveness of our sales and marketing efforts and distribution support.

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be delayed in obtaining marketing approval for our product candidates;

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not obtain marketing approval at all;

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obtain approval for indications or patient populations that are not as broad as intended or desired;

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be subject to post-marketing testing requirements; or

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have the product removed from the market after obtaining marketing approval.

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the research methodology used may not be successful in identifying potential indications and/or product candidates;

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potential product candidates may, after further study, be shown to have harmful adverse effects or other characteristics that indicate they are unlikely to be effective products; or

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it may take greater human and financial resources than we will possess to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting our ability to develop, diversify and expand our product portfolio.

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the FDA, EMA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

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we may be unable to demonstrate to the satisfaction of the FDA, EMA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication or a related companion diagnostic is suitable to identify appropriate patient populations;

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the results of clinical trials may not meet the level of statistical significance required by the FDA, EMA or comparable foreign regulatory authorities for approval;

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we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

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the FDA, EMA or comparable foreign regulatory authorities may disagree with our interpretation of data from pre-clinical studies or clinical trials;

•

the data collected from clinical trials of our product candidates may not be sufficient to support the submission a BLA or other submission or to obtain regulatory approval in the United States or elsewhere;

•

the FDA, EMA or comparable foreign regulatory authorities may find deficiencies with or fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

•

the approval policies or regulations of the FDA, EMA or comparable foreign regulatory authorities may significantly change such that our clinical data are insufficient for approval.

•

regulators or institutional review boards, or IRBs, or ethics committees may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

•

we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective CROs, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

•

clinical trials of our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional pre-clinical studies or clinical trials or we may decide to abandon product development programs;

•

the number of patients required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate, or participants may drop out of these clinical trials or fail to return for post-treatment follow-up at a higher rate than we anticipate;

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our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that we add new clinical trial sites or investigators;

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we may elect to, or regulators or IRBs or ethics committees may require us or our investigators to, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;

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the cost of clinical trials of our product candidates may be greater than we anticipate;

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the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate; and

•

our product candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators or IRBs or ethics committees to suspend or terminate the trials, or reports may arise from pre-clinical or clinical testing of other cancer therapies that raise safety or efficacy concerns about our product candidates.

•

the severity of the disease under investigation;

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the eligibility criteria for the clinical trial in question;

•

the availability of an appropriate genomic screening test;

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the perceived risks and benefits of the product candidate under study;

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the efforts to facilitate timely enrollment in clinical trials;

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the patient referral practices of physicians;

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the ability to monitor patients adequately during and after treatment;

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the proximity and availability of clinical trial sites for prospective patients; and

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factors we may not be able to control, such as current or potential pandemics that may limit patients, principal investigators or staff or clinical site availability (e.g., of the impact of the COVID-19 pandemic).

•

our available capital resources or capital constraints we experience;

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the rate of progress, costs, and results of our clinical trials and research and development activities, including the extent of scheduling conflicts with participating clinicians and collaborators;

•

our ability to identify and enroll patients who meet clinical trial eligibility criteria;

•

our receipt of approvals by the FDA, EMA and comparable foreign regulatory authorities, and the timing thereof;

•

other actions, decisions, or rules issued by regulators;

•

our ability to access sufficient, reliable, and affordable supplies of materials used in the manufacture of our product candidates;

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our ability to manufacture and supply clinical trial materials to our clinical sites on a timely basis;

•

the efforts of our collaborators with respect to the commercialization of our approved products, if any; and

•

the securing of, costs related to, and timing issues associated with, commercial product manufacturing, as well as sales and marketing activities.

•

differing regulatory requirements in foreign countries;

•

unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements;

•

differing standards for the conduct of clinical trials;

•

increased difficulties in managing the logistics and transportation of storing and shipping product candidates produced in the United States or elsewhere and shipping the product candidate to patients in other countries;

•

import and export requirements and restrictions;

•

economic weakness, including inflation, or political instability in foreign economies and markets, particularly in light of recently worsening global macroeconomic conditions;

•

compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

•

foreign taxes, including withholding of payroll taxes;

•

foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

•

difficulties staffing and managing foreign operations;

•

workforce uncertainty in countries where labor unrest is more common than in the United Kingdom or the United States;

•

differing payor reimbursement regimes, governmental payors or patient self-pay systems, and price controls;

•

potential liability under the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or comparable foreign regulations;

•

challenges enforcing or protecting our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States or the United Kingdom;

•

the impacts Brexit may have with respect to the cross-border acknowledgment of clinical trial results and marketing authorizations as well as recruitment of scientific personnel;

•

production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

•

business interruptions resulting from geopolitical actions, including the Ukraine war, other wars and acts of terrorism, and the outbreak of and international responses to global health crises such as the COVID-19 pandemic.

•

the impairment of our business reputation;

•

the withdrawal of clinical trial participants;

•

costs due to related litigation;

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the distraction of management’s attention from our primary business;

•

substantial monetary awards to patients or other claimants;

•

the inability to commercialize our product candidates; and

•

decreased demand for our product candidates, if approved for commercial sale.

•

collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

•

collaborators may not perform their obligations as expected;

•

collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

•

collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

•

collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours; this may also happen if the collaborators’ development of competing products is substantially faster than our development timelines;

•

collaborators may not further develop product candidates developed by us or co-developed with us under the collaboration;

•

product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

•

a collaborator with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;

•

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

•

collaborators have certain defined rights to change or expand the scope of development programs during the course of the collaboration. This may lead to additional research work for us that may be time-consuming and expensive. Such work may compete with our own development programs and may delay timelines to market or proof-of-concept for our product candidates. If development programs under the collaboration turn out to be more costly and time-consuming, such unanticipated costs and work could likewise compete with our internal development programs;

•

collaborators may not properly maintain, enforce or defend our intellectual property or proprietary information or may use them in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

•

collaborators may infringe, misappropriate or otherwise violate the intellectual property or proprietary rights of third parties, which may expose us to litigation and potential liability, and collaborators may also allege that we are liable for potential infringement, misappropriation or other violations of third-party intellectual property or proprietary rights during the research and development work for the collaboration;

•

certain collaborations may be terminated for the convenience of the collaborator and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates. For example, certain of our collaboration and license agreements may be terminated for convenience upon the completion of a specified notice period; and

•

collaborators may discontinue the development of product candidates within the collaboration, for example if they consider the results achieved so far or the product candidates not promising enough or if their development strategies change.

•

have staffing difficulties;

•

fail to comply with contractual obligations;

•

experience regulatory compliance issues;

•

undergo changes in priorities or become financially distressed; or

•

form relationships with other entities, some of which may be our competitors.

•

reliance on the third party for regulatory compliance and quality assurance;

•

the possible breach of the manufacturing agreement by the third party;

•

the possible misappropriation or unauthorized disclosure of our proprietary information, including our trade secrets and know-how; and

•

the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.

•

the scope of rights granted under the agreement and other interpretation-related issues;

•

the extent to which our technology and processes infringe on intellectual property of the counterparty that is not subject to the agreement;

•

the sublicensing of patent and other intellectual or proprietary rights under our collaborative development relationships;

•

our diligence obligations under the agreement and what activities satisfy those diligence obligations;

•

the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our counterparty and us and our partners; and

•

the priority of invention of patented technology.

•

others may be able to make products that are similar to our product candidates or utilize similar technology but that are not covered by the claims of the patents that we own or license now or in the future;

•

we or our licensors or collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own or license now or in the future;

•

we or our licensors or collaborators might not have been the first to file patent applications covering certain of our or their inventions;

•

others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights or any intellectual property rights we may license;

•

it is possible that our present or future pending patent applications (whether owned or licensed) will not lead to issued patents;

•

it is possible that there are or will be prior public disclosures that could invalidate our or our licensors’ or collaboration partners’ patents;

•

issued patents that we hold rights to may fail to provide us with any competitive advantage, or may be held invalid or unenforceable, including as a result of legal challenges by our competitors or other third parties;

•

our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights or in countries where research and development safe harbor laws exist, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

•

we may not develop additional proprietary technologies that are patentable;

•

the ownership, validity or enforceability of our patents or patent applications may be challenged by third parties;

•

the patents or pending or future applications of others, if issued, may harm our business; and

•

we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.

•

the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our or our collaborators’ clinical trials;

•

we or our collaborators may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that our product candidates are safe, pure, potent and have a favorable risk/benefit profile for any of their proposed indications;

•

the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

•

the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from pre-clinical programs or clinical trials;

•

data collected from clinical trials of product candidates may not be sufficient to the satisfaction of the FDA or comparable foreign regulatory authorities to support the submission of a BLA or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere;

•

manufacturing processes or facilities or those of the third-party manufacturers we use may not be adequate to support approval of our product candidates; and

•

the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

•

issuance of Form FDA 483 notices or Warning Letters by the FDA or other regulatory agencies;

•

imposition of fines and other civil penalties;

•

criminal prosecutions;

•

injunctions, suspensions or revocations of regulatory approvals;

•

suspension of any ongoing clinical trials;

•

total or partial suspension of manufacturing;

•

delays in commercialization;

•

refusal by the FDA to approve pending applications or supplements to approved applications submitted by us;

•

refusals to permit drugs to be imported into or exported from the United States;

•

restrictions on operations, including costly new manufacturing requirements;

•

product recalls or seizures; and

•

requirements to conduct post-marketing studies or clinical trials.

•

the demand for our current or future product candidates, if we obtain regulatory approval;

•

our ability to set a price that we believe is fair for our products;

•

our ability to obtain coverage and adequate reimbursement for a product;

•

our ability to generate revenue and achieve or maintain profitability;

•

the level of taxes that we are required to pay; and

•

the availability of capital.

•

the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•

the federal civil and criminal false claims and civil monetary penalties laws, including the federal False Claims Act, or FCA, imposes criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false of fraudulent claim for purposes of the False Claims Act;

•

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes criminal and civil liability for, among other things, executing a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•

the federal physician payment transparency requirements, sometimes referred to as the “Sunshine Act” under the ACA, require certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report to CMS information related to transfers of value made to physicians (currently defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physician assistants and nurse practitioners), and teaching hospitals, as well as ownership and investment interests of such physicians and their immediate family members;

•

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and its implementing regulations, impose obligations on certain covered entity healthcare providers, health plans, and healthcare clearinghouses as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information and their subcontractors that use, disclose or otherwise process individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information; and

•

analogous state laws and regulations, such as state anti-kickback and false claims laws may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers. Some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other healthcare providers or marketing expenditures. Further, many state laws governing the privacy and security of health information in certain circumstances, differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

•

convey, sell, lease, transfer, assign, dispose of or otherwise make cash payments consisting of all or any part of our business or property;

•

effect certain changes in our business, management, ownership or business locations;

•

merge or consolidate with, or acquire all or substantially all of the capital stock or assets of, any other company;

•

create, incur, assume or be liable for any additional indebtedness, or create, incur, allow or permit to exist any additional liens;

•

pay cash dividends on, make any other distributions in respect of, or redeem, retire or repurchase, any shares of our capital stock;

•

make certain investments; and

•

enter into transactions with our affiliates.

•

increased operating expenses and cash requirements;

•

the assumption of additional indebtedness or contingent liabilities;

•

assimilation of operations, intellectual property and products of an acquired company or product, including difficulties associated with integrating new personnel;

•

the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;

•

retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;

•

risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and regulatory approvals; and

•

our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

•

economic weakness, including inflation, or political instability in particular non-U.S. economies and markets;

•

differing and changing regulatory requirements for product approvals;

•

differing jurisdictions could present different issues for securing, maintaining or obtaining freedom to operate in such jurisdictions;

•

potentially reduced protection for intellectual property and proprietary rights;

•

difficulties in compliance with different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations;

•

changes in non-U.S. regulations and customs, tariffs and trade barriers;

•

changes in non-U.S. currency exchange rates of the pound sterling, U.S. dollar, euro and currency controls;

•

changes in a specific country’s or region’s political or economic environment, including the longer-term implications of Brexit;

•

trade protection measures, import or export licensing requirements or other restrictive actions by governments;

•

differing reimbursement regimes and price controls in certain non-U.S. markets;

•

negative consequences from changes in tax laws;

•

compliance with tax, employment, immigration and labor laws for employees living or traveling abroad, including, for example, the variable tax treatment in different jurisdictions of options granted under our share option schemes or equity incentive plans;

•

workforce uncertainty in countries where labor unrest is more common than in the United States;

•

litigation or administrative actions resulting from claims against us by current or former employees or consultants individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law or other alleged conduct;

•

difficulties associated with staffing and managing international operations, including differing labor relations;

•

production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

•

business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters including earthquakes, typhoons, floods and fires.

•

our failure to successfully execute our commercialization strategy with respect to KIMMTRAK;

•

actions or announcements by third-party or government payers with respect to coverage and reimbursement of KIMMTRAK;

•

adverse regulatory decisions, or our ability to obtain regulatory approval of, tebentafusp in other jurisdictions, or any of our other product candidates;

•

adverse results or delays in pre-clinical studies or clinical trials;

•

reports of adverse events in products similar or perceived to be similar to those we are developing or clinical trials of such products;

•

an inability to obtain additional funding on favorable terms or at all, including as a result of recently worsening macroeconomic conditions;

•

failure by us to successfully develop and commercialize our product candidates;

•

failure by us to maintain our existing strategic collaborations or enter into new collaborations;

•

failure by us to identify additional product candidates for our pipeline;

•

failure by us or our licensors and strategic partners to prosecute, maintain, protect or enforce our intellectual property and proprietary rights;

•

disputes or other developments relating to intellectual and other proprietary rights, including litigation

•

matters and our ability to obtain patent and other intellectual property protection for our technologies;

•

changes in laws or regulations applicable to future products;

•

an inability to obtain adequate product supply for our product candidates or the inability to do so at acceptable prices;

•

the introduction of new products, services or technologies by our competitors;

•

failure by us to meet or exceed financial projections we may provide to the public;

•

failure by us to meet or exceed the financial projections of the investment community;

•

the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;

•

changes in the structure of healthcare payment systems;

•

inability to obtain adequate commercial supply for any approved product or inability to do so at acceptable prices;

•

announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic partner or our competitors;

•

inability to comply with our debt covenants and to make payments as they become due;

•

additions or departures of key scientific or management personnel;

•

significant lawsuits, including patent or shareholder litigation;

•

changes in the market valuations of similar companies;

•

general economic, industry, political and market conditions, including, but not limited to, the war in Ukraine, ongoing impacts of COVID-19, global geopolitical tension, rising inflation and interest rates, supply chain disruptions, and volatility in the capital markets;

•

sales of our ADSs or ordinary shares by us or our shareholders in the future;

•

the trading volume of our ADSs; and

•

other events or factors, many of which are beyond our control.

•

delaying, deferring, or preventing a change in control;

•

entrenching our management and/or the board of directors;

•

impeding a merger, scheme of arrangement, takeover, or other business combination involving us; or

•

discouraging a potential acquirer from making a takeover offer or otherwise attempting to obtain control of us.

•

In connection with a potential offer, if following an approach by or on behalf of a potential bidder, the company is “the subject of rumor or speculation” or there is an “untoward movement” in the company’s share price, there is a requirement for the potential bidder to make a public announcement about a potential offer for the company, or for the company to make a public announcement about its review of a potential offer.

•

When a person or group of persons acting in concert (a) acquires, whether by a series of transactions over a period of time or not, interests in shares carrying 30% or more of the voting rights of a company (which percentage is treated by the Takeover Code as the level at which effective control is obtained) or (b) acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which they are interested when they are already interested in shares which carry not less than 30% of the voting rights but do not hold shares carrying more than 50% of such voting rights, they must make a cash offer to all other shareholders at the highest price paid by them or any person acting in concert with them in the 12 months before the offer was announced.

•

When interests in shares carrying 10% or more of the voting rights of a class have been acquired by an offeror (i.e., a bidder) and any person acting in concert with it in the offer period (i.e., before the shares subject to the offer have been acquired) or within the previous 12 months, the offer must be in cash or be accompanied by a cash alternative for all shareholders of that class at the highest price paid by the offeror or any person acting in concert with them in that period. Further, if an offeror or any person acting in concert with them acquires any interest in shares during the offer period, the offer for the shares must be in cash or accompanied by a cash alternative at a price at least equal to the price paid for such shares during the offer period.

•

If after an announcement is made, the offeror or any person acting in concert with them acquires an interest in shares in an offeree company (i.e., a target) at a price higher than the value of the offer, the offer must be increased to not less than the highest price paid for the interest in shares so acquired.

•

The board of directors of the offeree company must appoint a competent independent adviser whose advice on the financial terms of the offer must be made known to all the shareholders, together with the opinion of the board of directors of the offeree company.

•

Special or favorable deals for selected shareholders are not permitted, except in certain circumstances where independent shareholder approval is given and the arrangements are regarded as fair and reasonable in the opinion of the financial adviser to the offeree.

•

All shareholders must be given the same information.

•

Each document published in connection with an offer by or on behalf of the offeror or offeree must state that the directors of the offeror or the offeree, as the case may be, accept responsibility for the information contained therein.

•

Profit forecasts, quantified financial benefits statements and asset valuations must be made to specified standards and must be reported on by professional advisers.

•

Misleading, inaccurate or unsubstantiated statements made in documents or to the media must be publicly corrected immediately.

•

Actions during the course of an offer by the offeree company, which might frustrate the offer are generally prohibited unless shareholders approve these plans. Frustrating actions would include, for example, lengthening the notice period for directors under their service contract or agreeing to sell off material parts of the target group.

•

Stringent and detailed requirements are laid down for the disclosure of dealings in relevant securities during an offer, including the prompt disclosure of positions and dealing in relevant securities by the parties to an offer and any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities.

•

Employees of both the offeror and the offeree company and the trustees of the offeree company’s pension scheme must be informed about an offer. In addition, the offeree company’s employee representatives and pension scheme trustees have the right to have a separate opinion on the effects of the offer on employment appended to the offeree board of directors’ circular or published on a website.

•

under our articles of association, any resolution put to the vote of a general meeting must be decided exclusively on a poll. Under English law, it would be possible for our articles of association to be amended such that each shareholder present at a meeting has only one vote unless demand is made for a vote on a poll, in which case each holder gets one vote per share owned. Under U.S. law, each shareholder typically is entitled to one vote per share at all meetings;

•

under English law, subject to certain exceptions and disapplications, each shareholder generally has preemptive rights to subscribe on a proportionate basis to any issuance of ordinary shares or rights to subscribe for, or to convert securities into, ordinary shares for cash. Under U.S. law, shareholders generally do not have preemptive rights unless specifically granted in the certificate of incorporation or otherwise;

•

under English law and our articles of association, certain matters require the approval of 75% of the shareholders who vote (in person or by proxy) on the relevant resolution (or on a poll of shareholders representing 75% of the ordinary shares voting (in person or by proxy)), including amendments to the articles of association. This may make it more difficult for us to complete corporate transactions deemed advisable by our board of directors. Under U.S. law, generally only majority shareholder approval is required to amend the certificate of incorporation or to approve other significant transactions;

•

in the United Kingdom, takeovers may be structured as takeover offers or as schemes of arrangement. Under English law, a bidder seeking to acquire us by means of a takeover offer would need to make an offer for all of our outstanding ordinary shares/ADSs. If acceptances are not received for 90% or more of the ordinary shares/ADSs under the offer, under English law, the bidder cannot complete a “squeeze out” to obtain 100% control of us. Accordingly, acceptances of 90% of our outstanding ordinary shares/ADSs will likely be a condition in any takeover offer to acquire us, not 50% as is more common in tender offers for corporations organized under Delaware law. By contrast, a scheme of arrangement, the successful completion of which would result in a bidder obtaining 100% control of us, requires the approval of a majority of shareholders voting at the meeting and representing 75% of the ordinary shares voting for approval;

•

under English law and our articles of association, shareholders and other persons whom we know or have reasonable cause to believe are, or have been, interested in our shares may be required to disclose information regarding their interests in our shares upon our request, and the failure to provide the required information could result in the loss or restriction of rights attaching to the shares, including prohibitions on certain transfers of the shares, withholding of dividends and loss of voting rights. Comparable provisions generally do not exist under U.S. law; and

•

the quorum requirement for a shareholders’ meeting is a minimum of two shareholders entitled to vote at the meeting and present in person or by proxy or, in the case of a shareholder which is a corporation, represented by a duly authorized representative. Under U.S. law, a majority of the shares eligible to vote must generally be present (in person or by proxy) at a shareholders’ meeting in order to constitute a quorum. The minimum number of shares required for a quorum can be reduced pursuant to a provision in a company’s certificate of incorporation or bylaws, but typically not below one-third of the shares entitled to vote at the meeting.

Item 4.

Information on the Company.

A.	History and development of the company.

B.	Business overview.

•

KIMMTRAK (tebentafusp-tebn), our ImmTAC molecule targeting an HLA-A*02:01 gp100 antigen, is our first approved product. The FDA and the EC have approved KIMMTRAK (tebentafusp-tebn and tebentafusp, respectively) for the treatment of HLA-A*02:01-positive adult patients with unresectable or mUM. The UK’s MHRA, Health Canada, and the Australian Government Department of Health’s TGA have each approved KIMMTRAK for the treatment of HLA-A*02:01-positive adult patients with mUM. KIMMTRAK is now approved in over 30 countries and we have commercially launched in the United States, Germany and France, among other territories, with further commercial launches underway in additional territories where we have received approval.

•

Tebentafusp is also being developed for the treatment of advanced melanoma. In June 2022, we presented updated clinical data from our Phase 1b clinical trial of tebentafusp in metastatic cutaneous melanoma (mCM) in an oral presentation at the 2022 ASCO Annual Meeting. In mCM patients who progressed on prior anti-PD(L)1, tebentafusp with durvalumab continues to demonstrate promising overall survival (OS) (1-yr ~75%) compared to recent benchmarks (1-yr ~55%).  We are currently screening patients in a randomized Phase 2/3 clinical trial of tebentafusp monotherapy or with an anti-PD(L)1 therapy. This trial will enroll patients with advanced melanoma, excluding only uveal melanoma, that have progressed on an anti-PD1, received prior ipilimumab and, if applicable, received a tyrosine kinase inhibitor (TKI).

•

IMC-F106C, our ImmTAC molecule targeting an optimal HLA-A*02 PRAME antigen is currently being evaluated in a first-in-human, Phase 1/2 dose escalation clinical trial in patients with multiple solid tumor cancers. The initial Phase 1 data from the dose escalation study of IMC-F106C, the first PRAME x CD3 ImmTAC bispecific protein, was presented at the 2022 European Society for Medical Oncology (ESMO) Congress.  Durable RECIST responses and reduction in circulating tumor DNA (ctNDA) were observed across multiple solid tumors. The Company’s planned global expansion of the clinical trial footprint for PRAME-A02 studies is underway, with additional patients now being recruited into the Phase 1/2 monotherapy (cutaneous melanoma, ovarian, non-small cell lung cancer, and endometrial) and combination expansion arms in order to understand the breadth of clinical activity across multiple tumor types. The Company expects to report data from the monotherapy and combination arms by the first half of 2024.

•

IMC-T119C, our ImmTAC molecule targeting an optimal HLA-A*24 PRAME antigen was announced as part of our pipeline in January 2023 with planned IND submission in 2024. In order to expand the potential of TCR therapy targeting PRAME, the Company is developing IMC-T119C, a first-in-class ImmTAC product candidate targeting a PRAME peptide presented by HLA-A24. HLA-24 is an HLA-type that is estimated to be present in 60% of people in Japan and 15-20% in Western populations.

•

IMC-P115C, our half-life extended ImmTAC molecule targeting an optimal HLA-A*02 PRAME antigen was announced as part of our pipeline in January 2023 with planned IND submission in 2024. This ImmTAC candidate was designed with the aim of improving patient convenience. IMC-P115C targets the same PRAME-A02 peptide and uses the same CD3 end and TCR specificity as IMC-F106C.

•

IMC-R117C, our ImmTAC molecule targeting an optimal HLA-A*02 PIWIL1 antigen was announced as part of our pipeline in January 2023 with planned IND submission in the fourth quarter of 2023. PIWIL1 is believed to play a role in tumor progression and is expressed across a range of tumors including colorectal, which is historically insensitive to immune checkpoints, as well as gastro-esophageal, and pancreatic cancer. PIWIL1 is also reported to be a negative prognostic marker. The Company believes IMC-R117C is the first PIWIL1 targeted immunotherapy.

•

IMC-M113V, our ImmTAV molecule targeting a human immunosuppression virus, or HIV, gag antigen bispecific TCR molecule, expected to be evaluated in a Phase 1 clinical trial for which we are currently enrolling patients. Our goal is to develop a functional cure for HIV. Initial Phase 1 safety and pharmacodynamic activity data from the single ascending dose portion of the study was presented at the Conference on Retroviruses and Opportunistic Infections (CROI) in 2023. IMC-M113V was well tolerated at doses where the Company observed biomarkers of T cell engagement. The Company has started enrolling people living with HIV in the multiple ascending dose (MAD) part of the trial, to identify a safe and tolerable dosing schedule that could lead to reduction in the viral reservoir and control of HIV after stopping antiretroviral therapies (ART), or functional cure.

•

IMC-I109V, our ImmTAV molecule targeting a conserved hepatitis B virus, or HBV, envelope antigen, is currently being evaluated in a Phase 1 clinical trial in patients with chronic HBV who are non-cirrhotic, hepatitis B e-Antigen negative, and virally suppressed on chronic nucleot(s)ide analogue therapy. Our goal is to develop a functional cure for HBV. We reported initial data from our trial in June 2022, observing a transient decrease in the HBV surface antigen, as well as transient elevations in alanine transaminase (“ALT”) and cytokines. The Company is enrolling patients in the single ascending dose (SAD) portion of the study.

•

Continue global expansion of KIMMTRAK in metastatic uveal melanoma;

•

Expand global site footprint in order to accelerate trial enrollment for PRAME-A02 monotherapy and combination Phase 1/2, with data update planned by the first half of 2024;

•

Submit IND for three newly announced ImmTAC Candidates: IMC-R117C (PIWIL1), IMC-P115C (PRAME-A02-HLE), and IMC-T119C (PRAME-A24); and

•

Enroll patients in the MAD portion of the IMC-M113V HIV Phase 1 trial to identify safety and anti-viral activity.

•

ImmTAC - Immune mobilizing monoclonal TCRs Against Cancer

•

ImmTAV - Immune mobilizing monoclonal TCRs Against Viruses

•

ImmTAAI - Immune modulating monoclonal TCRs Against AutoImmune disease

		2022				2021				2020
		£	’000			£	’000			£	’000
United States			80,448				—				—
Europe			35,490				3,010				—
Rest of World			871				—				—
Total revenue from the sale of therapies			116,809				3,010				—

•

nonclinical laboratory tests, animal studies and formulation studies all performed in accordance with the FDA’s good laboratory practices, or GLP, regulations;

•

submission to the FDA of an IND application for human clinical testing, which must become effective before human clinical trials may begin;

•

approval by an institutional review board, or IRB, representing each clinical site before each clinical trial may be initiated;

•

performance of adequate and well-controlled human clinical trials to establish the safety, potency and purity of the product candidate for each proposed indication, in accordance with Good Clinical Practices, or GCP;

•

preparation and submission to the FDA of a BLA for a biological product requesting marketing for one or more proposed indications, including submission of detailed information on the manufacture and composition of the product in clinical development and proposed labeling;

•

review of the product by an FDA advisory committee, if applicable;

•

one or more FDA inspections of the manufacturing facility or facilities, including those of third parties, at which the product, or components thereof, are produced to assess compliance with current Good Manufacturing Practices, or cGMP, requirements and to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity;

•

FDA audits of the clinical study sites to assure compliance with GCPs, and the integrity of clinical data in support of the BLA;

•

payment of user fees and securing FDA approval of the BLA and licensure of the new biological product; and

•

compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy, or REMS, and any post-approval studies required by the FDA.

•

restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;

•

fines, untitled letters or warning letters or holds on post-approval clinical trials;

•

refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product license approvals;

•

product seizure or detention, or refusal to permit the import or export of products; or

•

injunctions or the imposition of civil or criminal penalties.

•

the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or kind, in exchange for, or to induce, either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made, in whole or in part, under federal healthcare programs such as the Medicare and Medicaid programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers, on the one hand, and prescribers, purchasers, formulary managers and other individuals and entities on the other. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the ACA, amended the intent requirement of the federal Anti-Kickback Statute such that a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to commit a violation;

•

the federal civil and criminal false claims, including the civil False Claims Act, or the FCA, and civil monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other third-party payors that are false or fraudulent, or knowingly making, or causing to be made, a false record or statement material to a false or fraudulent claim to avoid, decrease, or conceal an obligation to pay money to the federal government. Certain marketing practices, including off-label promotion, also may implicate the FCA. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.

•

HIPAA imposes criminal and civil liability, among other things, for executing, or attempting to execute, a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

•

the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to payments and other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physicians assistants and nurse practitioners), and teaching hospitals, and ownership and investment interests held by physicians and their immediate family members;

•

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, which imposes certain obligations, including mandatory contractual terms, with respect to safeguarding the transmission, security and privacy of individually identifiable health information on covered entities, such as health plans, health care clearinghouses and certain healthcare providers, and their respective business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, and their subcontractors that use, disclose, access, or otherwise process individually identifiable protected health information; and

•

state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government that otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, drug pricing and/or marketing expenditures; state and local laws requiring the registration of pharmaceutical sales representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, and may not have the same effect, thus complicating compliance efforts.

C.	Organizational structure.

	Company		Country of incorporation
	Immunocore Holdings Plc		United Kingdom
	Immunocore Limited		United Kingdom
	Immunocore LLC		United States
	Immunocore Commercial LLC		United States
	Immunocore Ireland Limited		Ireland
	Immunocore GmbH		Switzerland
	Immunocore Nominees Limited		United Kingdom

D.	Property, plant and equipment.

Item 4A.

Unresolved Staff Comments.

Item 5.

Operating and Financial Review and Prospects.

A.	Operating Results

•

we may face disruptions affecting the site initiation, patient enrollment, clinical trial site monitoring, development and operation of our clinical trials, including public health emergencies such as the ongoing COVID-19 pandemic;

•

after reviewing trial results, our collaboration partners may abandon projects that might previously have been believed to be promising;

•

we, our collaboration partners, or regulators may suspend or terminate clinical trials if the participating subjects or patients are being exposed to unacceptable health risks;

•

our potential products may not have the desired effects or may include undesirable side effects or other characteristics that preclude regulatory approval or limit their commercial use if approved;

•

manufacturers may not meet the necessary standards for the production of the product candidates or may not be able to supply the product candidates in a sufficient quantity, including as a result of supply chain disruptions caused by the COVID-19 pandemic and war in Ukraine and global geopolitical tensions;

•

we may be unable to obtain additional funding necessary to continue our operations, including as a result of rising interest rates, credit and capital market instability and other impacts on global financial markets of the ongoing COVID-19 pandemic, war in Ukraine, and global geopolitical tensions;

•

we may face increased costs as a result of rising global inflation including significant increases in commodity prices, energy and fuel prices, and employee costs;

•

regulatory authorities may find that our clinical trial design or conduct does not meet the applicable approval requirements; and

•

safety and efficacy results in various human clinical trials reported in scientific and medical literature may not be indicative of results we obtain in our clinical trials.

		Year ended December 31,
​		2022								2021
		$	’000			£	’000			£	’000
Product revenue			130,610				108,148				—
Pre-product revenue			10,460				8,661				3,010
Total revenue from sale of therapies			141,070				116,809				3,010
Collaboration revenue			32,521				26,928				23,510
Total revenue			173,591				143,737				26,520
Cost of product revenue			(548	)			(454	)			—
Net other operating income / (loss)			4				3				(57	)
Research and development costs			(107,691	)			(89,170	)			(73,226	)
Selling and administrative expenses			(113,189	)			(93,723	)			(88,399	)
Operating loss			(47,833	)			(39,607	)			(135,162	)
Finance income			3,809				3,154				47
Finance costs			(9,290	)			(7,692	)			(5,813	)
Non-operating expense			(5,481	)			(4,538	)			(5,766	)
Loss before taxes			(53,314	)			(44,145	)			(140,928	)
Income tax credit			3,528				2,921				9,405
Loss for the period			(49,786	)			(41,224	)			(131,523	)

		Year ended December 31,
​		2022								2021
		$	’000			£	’000			£	’000
Product revenue			130,610				108,148				—
Pre-product revenue			10,460				8,661				3,010
Total revenue from sale of therapies			141,070				116,809				3,010
Collaboration revenue
GSK			—				—				6,083
Eli Lilly			8,890				7,361				—
Genentech			23,631				19,567				17,427
Total collaboration revenue			32,521				26,928				23,510
Total revenue			173,591				143,737				26,520

		Year ended December 31,
​		2022								2021
		$	’000			£	’000			£	’000
United States			97,157				80,448				—
Europe			42,861				35,490				3,010
Rest of World			1,052				871				—
Total revenue from the sale of therapies			141,070				116,809				3,010

		Year ended December 31,
​		2022								2021
		$	’000			£	’000			£	’000
External research and development expenses:
Tebentafusp			17,326				14,346				24,981
IMC-F106C (PRAME)			17,997				14,902				5,074
IMC-C103C (MAGE-A4)			8,239				6,822				4,723
IMC-I109V (HBV)			1,953				1,617				1,653
HIV			3,764				3,117				2,342
Other expenses			8,712				7,214				5,305
Research expenses			1,194				989				471
Total external research and development expenses			59,185				49,007				44,549
Internal research and development expenses:
Headcount related expenses			33,516				27,752				22,674
Laboratory consumables			9,238				7,649				4,129
Laboratory equipment expenses			5,090				4,215				1,782
Other			661				547				92
Total internal research and development expenses			48,505				40,163				28,677
Total research and development expenses			107,690				89,170				73,226

		Year ended December 31,
​		2022								2021
Selling and administrative expenses:		$	’000			£	’000			£	’000
Share-based payment charge			27,386				22,676				31,941
Other employee related expenses			26,950				22,315				14,119
Pre-commercial costs			—				—				19,134
Selling and commercial costs			44,522				36,865				—
Legal and professional fees			13,073				10,825				7,402
Depreciation			4,914				4,069				7,012
Other expenses			10,988				9,098				9,248
Foreign exchange gains			(14,643	)			(12,125	)			(457	)
Total selling and administrative expenses			113,190				93,723				88,399

B.	Liquidity and Capital Resources

		Year ended December 31,
​		2022								2021
		$	’000			£	’000			£	’000
Cash and cash equivalents at beginning of the year			287,295				237,886				129,716
Net cash flows used in operating activities			(31,269	)			(25,891	)			(96,110	)
Net cash flows from / (used in) investing activities			233				193				(367	)
Net cash flows from financing activities			138,226				114,454				204,631
Net foreign exchange difference on cash held			7,122				5,897				16
Cash and cash equivalents at end of the year			401,607				332,539				237,886

•

pursue further approval and commercialization of KIMMTRAK in additional territories;

•

continue to advance the development of our clinical trials and pre-clinical programs;

•

continue to invest in our soluble TCR platforms to conduct research to identify novel technologies;

•

change or add additional suppliers;

•

add additional infrastructure to our quality control, quality assurance, legal, compliance and other groups to support our operations as we progress product candidates toward commercialization;

•

seek to attract and retain skilled personnel;

•

create additional infrastructure to further support our operations as a public company listed in the United States and our product development and planned future commercialization efforts;

•

seek marketing approvals and reimbursement for our other product candidates;

•

further develop a sales, marketing and distribution infrastructure to further commercialize any products for which we may obtain marketing approval;

•

seek to identify and validate additional product candidates;

•

acquire or in-license other product candidates and technologies;

•

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

•

experience any delays, interruptions or encounter issues with any of the above, including any delays or other impacts as a result of the war in Ukraine, global geopolitical tension, supply chain disruptions, worsening macroeconomic conditions, including rising interest rates and inflation, and health epidemics or pandemics such as the COVID-19 pandemic.

•

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

•

the time and costs required to perform research and development to identify and characterize new product candidates from our research programs;

•

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

•

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

•

our ability to successfully commercialize our other product candidates;

•

our ability to have clinical and commercial products successfully manufactured consistent with FDA, EMA and other authorities’ regulations;

•

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

•

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

•

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

•

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

•

the costs of operating as a public company;

•

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

•

the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

•

the costs, associated with, and terms and timing of, any future any potential acquisitions, strategic collaborations, licensing agreements or other arrangements that we may establish; and

•

the inability of clinical sites to enroll patients as healthcare capacities are required to cope with natural disasters, epidemics or other health system emergencies, such as the COVID-19 pandemic.

C.	Research and Development, Patents and Licenses, etc.

D.	Trend Information

E.	Critical Accounting Estimates

Item 6.

Directors, Senior Management and Employees

A.	Directors and senior management.

Name		Age		Position(s)
Executive Officers:
Bahija Jallal, Ph.D.		61		Chief Executive Officer and Director
Brian Di Donato		56		Chief Financial Officer and Head of Strategy
David Berman, M.D., Ph.D.		52		Head of Research and Development
Tina St Leger		54		Chief Human Resources Officer
Non-Executive Directors:
Professor Sir John Bell		70		Chairman of the Board of Directors
Travis Coy		42		Director
Roy S. Herbst, M.D., Ph.D		59		Director
Robert Perez		58		Director
Kristine Peterson		63		Director
Professor Sir Peter Ratcliffe		68		Director
Siddharth Kaul		62		Director

B.

Compensation

Name		Salary and Fees $				Benefits $				Pension (401(k)) $				Total Fixed Remuneration $				Annual Bonus $				Total Remuneration $				Share-Based Awards Number (1)
Executive Director
Bahija Jallal, Ph.D.			700,000				46,106				15,250				761,356				656,250	(2)			1,417,606				445,577
Non-Executive Directors
Professor Sir John Bell			85,288				—				—				85,288				—				85,288				14,176
Travis Coy(3)			—				—				—				—				—				—				—
Roy Herbst, M.D., Ph.D.			56,199				—				—				56,199				—				56,199				14,176
Robert Perez(3)			—				—				—				—				—				—				—
Kristine Peterson			56,219				—				—				56,219				—				56,219				14,176
Professor Sir Peter Ratcliffe			57,158				—				—				57,158				—				57,158				14,176
Siddharth Kaul			32,610				—				—				32,610				—				32,610				10,268
Other Executive Officers			1,290,048				72,726				35,448				1,398,222				687,289				2,085,511				325,114
Total compensation			2,227,522				118,832				50,698				2,447,052				1,343,539				3,790,591				837,663

1.

The share-based awards included in the table above, reflect the number of share options awarded during the year ended December 31, 2022.  The fair value of these share options ranged from $15.10 to $21.72, and were valued using the Black-Scholes option pricing model.  The assumptions used in the valuations can be found in Note 19 to the Consolidated financial statements. Further information regarding these awards including date of grant, exercise price and expiration date is disclosed in the table below.

2.

Represents a performance-based cash bonus awarded to Dr. Jallal in connection with the achievement of 2022 annual performance milestones (paid in 2023) pursuant to the terms of her amended and restated employment agreement. Dr. Jallal was assigned a target bonus expressed as a percentage of her base salary, and the target bonus amount for Dr. Jallal for 2022 was set 75%. For 2022, the Board determined to award Dr. Jallal an annual bonus of $656,250 (reflecting an achievement level of 100%), as reflected in the “Annual Bonus” column of the table above.

3.

Robert Perez and Travis Coy were originally nominated to our board of directors by Eli Lilly S.A. and General Atlantic, respectively, pursuant to our Series C Shareholders’ Agreement, which granted a right to each of Eli Lilly S.A. and General Atlantic to appoint an individual to our board. Both directors elected to forgo remuneration in respect of their services as non-executive directors.

Name		Ordinary Shares Underlying Option Award				Exercise Price ($)			Grant Date(1)	Expiration Date
Executive Director
Bahija Jallal, Ph.D.(2)(3)			445,577				24.66		February 16, 2022	February 16, 2032
			2,076,080				26.00		February 4, 2021	February 4, 2031
			28,345				17.46		October 30, 2020	October 30, 2030
			2,079,470				17.46		January 7, 2019	January 7, 2029
Non-Executive Directors(4)(5)(6)(7)
Professor Sir John Bell			14,176				25.83		May 12, 2022	May 12, 2032
			33,985				26.00		February 4, 2021	February 4, 2031
			18,215				17.46		November 16, 2020	November 16, 2030
			1,335				40.93		December 13, 2016	December 12, 2026
			1,335				40.93		September 9, 2016	September 8, 2026
			6,915				11.83		June 12, 2015	June 11, 2025
Roy Herbst, M.D., Ph.D.			14,176				25.83		May 12, 2022	May 12, 2032
			10,620				26.00		February 4, 2021	February 4, 2031
Kristine Peterson			14,176				25.83		May 12, 2022	May 12, 2032
			13,778				26.00		February 4, 2021	February 4, 2031
			11,520				17.46		November 16, 2020	November 16, 2030
Siddharth Kaul			10,268				34.44		June 8, 2022	June 8, 2032
Professor Sir Peter Ratcliffe			14,176				25.83		May 12, 2022	May 12, 2032
Other Executive Officers			70,000				29.87		April 1, 2022	April 1, 2032
			255,114				24.66		February 16, 2022	February 16, 2032
			875,507				26.00		February 4, 2021	February 4, 2031
			831,790				17.46		July 16, 2020	July 16, 2030
			300,000				17.46		April 30, 2020	April 30, 2030

1.

Options granted during 2021 were granted at the time of our IPO. The exercise price of $26.00 is equal to the price per ADS sold in the IPO, and the awards have no performance conditions attached.

2.

Options granted to Dr. Jallal on February 16, 2022, February 4, 2021, and October 30, 2020, vest over a four-year period from the date of grant. Twenty-five percent of the shares subject to the February 4, 2021 award vested on the first anniversary of the vesting commencement date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date. The options granted on October 30, 2020 have a vesting commencement date of April 1, 2020. Twenty-five percent of the shares subject to the October 30, 2020 award vest on the first anniversary of the vesting commencement date (April 1, 2021), and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date.

3.

The options granted to Dr. Jallal on January 7, 2019 vesting over a five-year period were modified during 2020 and immediately prior to the IPO. The incremental fair values arising on these modifications for accounting purposes were $3.84 and $5.19, respectively.

4.

Options granted to Siddharth Kaul on June 8, 2022 vest in monthly installments over three years from the date of grant.

5.

Other options granted to our non-executive directors on May 12, 2022 vest after one year from the date of grant.

6.

All option awards granted to our non-executive directors prior to 2022 vest over a four-year period from the date of grant, with 25% of the award vesting on the first anniversary of the grant date and the remaining shares vesting in quarterly installments thereafter, subject to the director’s continued service through each vesting date.

7.

Robert Perez and Travis Coy were originally nominated to our board of directors by Eli Lilly S.A. and General Atlantic, respectively, pursuant to our Series C Shareholders’ Agreement, which granted a right to each of Eli Lilly S.A. and General Atlantic to appoint an individual to our board. Both directors elected to forgo remuneration in respect of their services as non-executive directors.

Element, purpose and link to strategy	The Company adopted the 2021 Equity Incentive Plan (“EIP”) to enhance the Group’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Group by providing these individuals with equity ownership opportunities. The EIP facilitates share ownership to provide further alignment with shareholders. Executive Directors may also hold awards granted under the predecessor plans to the EIP and may also participate in any future discretionary equity incentive plan that may be adopted from time to time to replace the EIP.
How it operates	The EIP provides for the grant of market value options, share appreciation rights, restricted stock unit awards, dividend equivalents, performance awards (subject to performance conditions) and other share-based awards. Awards vest at such times and as specified in the Award Agreement. 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 Committee maintains discretion over the type and terms of equity awards granted. The EIP is administered by the Administrator. EIP awards are not subject to any holding period. All awards may be subject to malus and/or clawback under any malus and/or clawback policy that may be adopted in the future. Any share-based entitlements granted to an Executive Director under the Company’s share plans will be treated in accordance with the relevant plan rules or any applicable agreement. Under the good leaver provisions unvested options lapse, but vested options can be exercised within a period as set out in the plan rules. The Committee retains the discretion to vest awards (and measure performance accordingly) on cessation and disapply time prorating; however, it is envisaged that this would only be applied in exceptional circumstances.
Maximum opportunity	There is no maximum opportunity under the EIP. However, the Company’s Remuneration Committee will ensure that annual awards that are granted are guided by the market. The Committee will look at the position at similar sized comparators to help inform its decision.
Performance-related framework	The Committee has the discretion to choose the form of EIP awards for each year, as well as each individual grant. Currently, awards are granted subject to time-based vesting only, but the Committee may decide to introduce performance conditions for future awards and will be guided by the market in making any such decision.

Element, purpose and link to strategy	To facilitate share ownership by Non-Executive Directors in the Company and provide alignment with shareholders.
How it operates	The EIP provides for the grant of market value options, share appreciation rights, restricted stock unit awards, dividend equivalents, performance awards (subject to performance conditions) and other share-based awards. Further, subject to the terms of the award agreement, awards can be granted in respect of ordinary shares, ADSs, cash or a combination thereof. However, performance awards (subject to performance conditions) are not intended to be issued to Non-Executive Directors. Awards vest in accordance with the vesting schedule set for the relevant award in its award agreement. The Committee maintains discretion over the type and terms of equity awards granted. Non-Executive Directors usually receive options on joining the Board and annually as part of their remuneration with phased vesting. Under normal circumstances, initial share awards vest monthly over three years and options awarded annually will usually vest upon the first anniversary of the date of grant. Non-Executive Directors may also hold awards granted under the predecessor plans to the EIP and may also participate in any future discretionary equity incentive plan that may be adopted from time to time to replace the EIP.
Maximum opportunity	There is no maximum number of equity incentive awards that may be awarded to individuals each year. However, when reviewing award levels, account is taken of market movements in equity incentive awards, Board committee responsibilities, ongoing time commitments and the general economic environment.
Performance-related framework	Non-Executive Directors do not participate in performance based equity incentives.

C.	Board Practices

•

Class I consists of Travis Coy, Peter Ratcliffe and Roy S. Herbst, who were each re-appointed at our annual general meeting which was be held in May 2022, and whose terms will expire at our annual general meeting to be held in 2025;

•

Class II consists of Robert Perez,  Kristine Peterson and Siddharth Kaul, whose terms will expire at our annual general meeting to be held later this year; and

•

Class III consists of John Bell and Bahija Jallal, whose terms will expire at our annual general meeting to be held in 2024.

		Current position(s)		Year of initial appointment		Term expiration year
Bahija Jallal		Chief Executive Officer and Director		2019		2024
Professor Sir John Bell		Chairman of the Board of Directors		2015		2024
Travis Coy		Director		2019		2025
Roy S. Herbst, M.D., Ph.D.		Director		2021		2025
Robert Perez		Director		2019		2023
Kristine Peterson		Director		2017		2023
Professor Sir Peter Ratcliffe		Director		2020		2025
Siddharth Kaul		Director		2022		2023

				Annual Fee Retainer ($)
	Annual fee for board of director chairman (in addition to annual member service retainer)			30,000
	Annual fee for board of director member			40,000
	Additional fee for audit committee chair			7,500
	Additional fee for audit committee member			7,500
	Additional fee for nominating and corporate governance committee chair			5,000
	Additional fee for nominating and corporate governance committee member			4,000
	Additional fee for remuneration committee chair			4,000
	Additional fee for remuneration committee member			5,000

•

determining whether to appoint, reappoint or remove any auditors, and making recommendations to the board of directors to be put to the shareholders for approval at the annual general meeting;

•

reviewing audit plans, the adequacy of staffing and fees, whilst overseeing the negotiation and execution of any engagement letters on our behalf;

•

at least annually, assessing the qualifications, performance, and independence of the auditors, or in the case of prospective auditors, before they are engaged;

•

overseeing the policies and procedures governing how we may employ individuals who are or once were employed by the auditors;

•

reviewing results of the annual audit, audited financial statements, periodic and annual reports, earnings announcements, proxy report, accounting principles and policies;

•

evaluating management’s cooperation with the auditors during their audit examination;

•

reviewing and reporting on policies on financial risk management and assessment;

•

reviewing the audit plan of any internal audit team;

•

reviewing the scope, design, adequacy and effectiveness of internal controls;

•

reviewing correspondence with regulators or governmental agencies that raise material issues regarding our financial statements or accounting policies;

•

overseeing procedures for receiving, retaining and investigating complaints;

•

monitoring compliance with our Code of Business Conduct and Ethics and related party transactions rules; and

•

reviewing with management legal and regulatory compliance and any actual, pending, or threatened legal or financial matters that could significantly affect our business or financial statements or as otherwise deemed appropriate by the audit committee.

•

reviewing, modifying and overseeing the company’s overall compensation strategy and policies;

•

reviewing and approving the compensation and other terms of employment of our Chief Executive Officer;

•

reviewing and approving all elements of the compensation and other terms of employment of the executive officers and other senior management reporting directly to the Chief Executive Officer;

•

reviewing and recommending to the board of directors for its approval the type and amount of compensation to be paid or awarded to members of the board of directors;

•

undertaking sole responsibility for the appointment, authority to select, retain, and terminate any compensation and oversight of the work of compensation consultants, legal counsel, or any other advisors engaged for the purpose of advising the remuneration committee;

•

exercising full power and authority to adopt, amend, terminate, and administer our equity award, pension, and profit sharing plans, incentive plans, bonus plans, executive benefit plans, stock purchase plans, deferred compensation plans and other similar programs;

•

when required, reviewing and discussing with management our Compensation Discussion and Analysis section of our annual reports, registration statements, proxy statements, or information statements filed with the SEC;

•

reviewing and discussing with management any conflicts of interest raised; and

•

overseeing the preparation of any report required by applicable U.S. and U.K. rules and regulations to be included in our public filings relating to compensation policy and practices, including but not limited to the directors’ remuneration report required under the Companies Act.

•

identifying and evaluating candidates, including nomination of incumbent directors for re-election and nominees recommended by shareholders to serve on the board of directors;

•

making recommendations to the board of directors regarding nominees for directors at the next annual general meeting;

•

periodically reviewing the performance of the board of directors, including committees of the board of directors and management;

•

overseeing the board of directors’ committee structure and operations, including authority to delegate to subcommittees and committee reporting to the board of directors;

•

reviewing with the Chief Executive Officer the succession plans for our executive officers;

•

instituting plans or programs for the continuing education of directors and orientation of new directors, as it deems appropriate; and

•

periodically reviewing the processes and procedures to provide information to the board of directors and its committees.

D.

Employees

​		At December 31,
​		2022				2021				2020
Function:
Administrative			122				77				55
Research and development			286				247				236
Total			408				324				291
Geography:
United Kingdom			318				264				242
European Union			4				2				2
United States			86				58				47
Total			408				324				291

E.	Share Ownership

Item 7.

Major Shareholders and Related Party Transactions

A.	Major Shareholders

•

each beneficial owner of 5% or more of our outstanding ordinary shares and non-voting ordinary shares;

•

each of our directors and executive officers; and

•

all of our directors and executive officers as a group.

Name of Beneficial Owner		Number of Ordinary Shares Beneficially Owned (#)				Percent of Ordinary Shares Beneficially Owned (%)
5% or Greater Shareholders:
Entities affiliated with RTW(1)			5,559,322				11.55	%
Entities affiliated with Baker Brothers (2)			4,685,690				9.74	%
Entities affiliated with Rock Springs Capital (3)			3,321,066				6.90	%
Entities affiliated with General Atlantic (4)			3,225,700				6.70	%
Eli Lilly S.A. (5)			2,548,145				5.30	%
Executive Officers and Directors:
Bahija Jallal, Ph.D. (6)			2,728,523				5.37	%
Brian Di Donato (7)			440,382				*
David Berman, M.D., Ph.D. (8)			1,095,579				2.23	%
Tina St. Leger			0				—
Professor Sir John Bell (9)			58,244				*
Travis Coy			0				—
Roy Herbst(10)			5,310				*
Siddharth Kaul(11)			2,282				*
Robert Perez			0				—
Kristine Peterson (12)			18,409				*
Professor Sir Peter Ratcliffe(13)			333				*
All current directors and executive officers as a group (11 persons) (14)			4,349,062				8.29	%

(1)

The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 14, 2023. Consists of 5,559,322 [ADSs] held by certain funds managed by RTW Investments, LP (collectively, the “RTW Funds”). RTW Investments, LP is the investment adviser to the RTW Funds. Roderick Wong, M.D. is the Managing Partner and Chief Investment Officer of RTW Investments, L.P. Each of the RTW Funds and Dr. Wong disclaims any beneficial ownership of the shares directly held by the RTW Funds, except to the extent of its or his pecuniary interest therein. The address for each of these entities and individuals is 40 10th Avenue, Floor 7, New York, New York 10014.

(2)

The number reported includes (i) 186,127 ordinary shares held in the form of ADSs and 173,907 non-voting ordinary shares held directly by 667, L.P. (“667”) and (ii) 2,334,603 ordinary shares held in the form of ADSs and 1,991,053 non-voting ordinary shares held directly by Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “BBA Funds”). The non-voting ordinary shares may only be redesignated on a 1-for-1 basis into ordinary shares to the extent that after giving effect to such redesignation the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding ordinary shares (“Beneficial Ownership Limitation”). By written notice to Immunocore, the BBA Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to the BBA Funds to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to Immunocore. As a result of this restriction, the number of non-voting ordinary shares that may be redesignated into ordinary shares by the above holders may change depending upon changes in the outstanding ordinary shares. The Adviser is the investment adviser to the BBA Funds and has the sole voting and investment power with respect to the securities held by the BBA Funds and thus may be deemed to beneficially own such securities. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the sole general partner of the Baker Bros. Advisors LP (the “Adviser”) and thus may be deemed to beneficially own the securities held by the BBA Funds. The managing members of the Adviser GP are Julian C. Baker and Felix J. Baker, who may be deemed to beneficially own the securities held by the BBA Funds. Julian C. Baker, Felix J. Baker, the Adviser and the Adviser GP disclaim beneficial ownership of all shares held by the BBA Funds, except to the extent of their indirect pecuniary interest therein. The business address of the Adviser, the Adviser GP, Julian C. Baker and Felix J. Baker is 860 Washington Street, 3rd Floor, New York, NY 10014.

(3)

This information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 14, 2023. Consists of (i) 2,972,500 ADSs held by Rock Springs Capital Master Fund LP (the “Master Fund”) and (ii) 348,566 ADSs owned by Four Pines Master Fund LP (“Four Pines”). Rock Springs Capital Management LP (the “Investment Advisor”) is the investment advisor to the Master Fund and Four Pines. The Investment Advisor is ultimately owned and controlled by Kris Jenner, Mark Bussard and Graham McPhail. The general partner of the Master Fund is Rock Springs Capital LLC and the general partner of Four Pines is Four Pines General Partner LLC (the “General Partners”). The General Partners are each also ultimately owned and controlled by Kris Jenner, Mark Bussard and Graham McPhail. Kris Jenner, Mark Bussard and Graham McPhail disclaim beneficial ownership of these shares, except to the extent of their indirect pecuniary interest therein, if any. The address of the Investment Advisor is 650 South Exeter Street, Suite 1070, Baltimore, Maryland 21202.

(4)

The information shown is based upon disclosures on a Schedule 13D/A filed with the SEC on January 17, 2023. Consists of 950,000 ADSs and 2,275,700 ordinary shares, held by GA IMC Holding, L.P. The limited partners that share beneficial ownership of the shares held by GA IMC Holding are the following General Atlantic investment funds: General Atlantic Partners (Bermuda) EU, L.P. (“GAP EU”), General Atlantic Partners (Bermuda) IV, L.P. (“GAP IV”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, LLC (“GAPCO IV”), GAP Coinvestments V, LLC (“GAPCO V”) and GAP Coinvestments CDA, LLC (“GAPCO CDA”). The general partner of GAP EU and GAP IV is General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”). GAP (Bermuda) Limited (“GAP (Bermuda) Limited”) is the general partner of GenPar Bermuda. General Atlantic’s address is c/o Conyers Client Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton MM II, Bermuda.

(5)	The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 10, 2022 by Eli Lilly S.A and Eli Lilly and Company. Consists of  2,548,145 ordinary shares. Their business address is 16, Chemin des Coquelicots, 12 Geneva, Switzerland.

(6)	Consists of 2,728,523 ordinary shares underlying options that are or will be exercisable within 60 days of February 1, 2023 held by Dr. Jallal.

(7)	Consists of (a) 19,230 ordinary shares held by Mr. Di Donato and (b) 421,152 ordinary shares underlying options that are or will be exercisable within 60 days of February 1, 2023 held by Mr Di Donato.

(8)	Consists of 1,095,579 ordinary shares underlying options that are or will be exercisable within 60 days of February 1, 2023 held by Dr. Berman.

(9)	Consists of (a) 13,452 ordinary shares and (b) 44,792 ordinary shares underlying options that are or will be immediately exercisable within 60 days of February 1, 2023 held by Professor Sir John Bell.

(10)	Consists of 24,796 ordinary shares underlying options that are or will be exercisable within 60 days of February 1, 2023 held by Mr. Herbst.

(11)	Consists of 2,282 ordinary shares underlying options that are or will be exercisable within 60 days of February 1, 2023 held by Mr. Kaul.

B.	Related Party Transactions

C.	Interests of Experts and Counsel

Item 8.

Financial Information.

A.	Consolidated Statements and Other Financial Information

B.	Significant Changes

Item 9.

The Offer and Listing.

A.	Offer and Listing Details

B.	Plan of Distribution

C.

Markets

D.	Selling Shareholders

E.

Dilution

F.	Expenses of the Issue

Item 10.

Additional Information.

A.	Share Capital

B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

•

banks, insurance companies, and certain other financial institutions;

•

U.S. expatriates and certain former citizens or long-term residents of the United States;

•

dealers or traders in securities who use a mark-to-market method of tax accounting;

•

persons holding ordinary shares or ADSs as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to ordinary shares or ADSs;

•

persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;

•

brokers, dealers or traders in securities, commodities or currencies;

•

tax-exempt entities or government organizations;

•

S corporations, partnerships, or other entities or arrangements classified as partnerships for U.S. federal income tax purposes (and investors therein);

•

regulated investment companies or real estate investment trusts;

•

persons who acquired our ordinary shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation;

•

persons holding shares or ADSs in connection with a trade or business outside the United States;

•

persons that own or are deemed to own ten percent or more of our shares (by vote or value); and

•

persons holding our ordinary shares or ADSs in connection with a trade or business, permanent establishment, or fixed base outside the United States.

(1)

an individual who is a citizen or resident of the United States;

(2)

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

(3)

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

(4)

a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.

•

the excess distribution or gain will be allocated ratably over a U.S. Holder’s holding period for the ordinary shares or ADSs;

•

the amount allocated to the taxable year of the disposition or distribution (as applicable), and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income; and

•

the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

•

persons who are connected with the company;

•

financial institutions;

•

insurance companies;

•

charities or tax-exempt organizations;

•

collective investment schemes;

•

pension schemes;

•

market makers, intermediaries, brokers or dealers in securities;

•

persons who have (or are deemed to have) acquired their ADSs by virtue of an office or employment or who are or have been officers or employees of the company or any of its affiliates; and

•

individuals who are subject to U.K. taxation on a remittance basis

F.	Dividends and Paying Agents

G.	Statement by Experts

H.	Documents on Display

I.	Subsidiary Information

Item 11.

Quantitative and Qualitative Disclosures About Market Risk.

Item 12.

Description of Securities Other than Equity Securities.

A.	Debt Securities

B.	Warrants and Rights

C.	Other Securities

D.	American Depositary Shares

Service		Fee
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares or upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of ordinary shares		Up to $0.05 per ADS issued
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property or upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason)		Up to $0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)		Up to $0.05 per ADS held
Distribution of ADSs pursuant to (i) share dividends or other distributions, or (ii) exercise of rights to purchase additional ADSs		Up to $0.05 per ADS held
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)		Up to $0.05 per ADS held
ADS services		Up to $0.05 per ADS held on the applicable record date(s) established by the depositary

•

taxes (including applicable interest and penalties) and other governmental charges;

•

the registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

•

certain cable, telex and facsimile transmission and delivery expenses;

•

the expenses and charges incurred by the depositary in the conversion of foreign currency;

•

the fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ADSs and ADRs; and

•

the fees and expenses incurred by the depositary, the custodian, or any nominee in connection with the servicing or delivery of deposited property.

Item 13.

Defaults, Dividend Arrearages and Delinquencies.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds.

A.	Not applicable.

B.	Not applicable.

C.	Not applicable.

D.	Not applicable.

E.	Use of Proceeds.

Item 15.

Controls and Procedures.

A.	Disclosure Controls and Procedures

B.	Management’s Annual Report on Internal Control Over Financial Reporting

C.	Attestation Report of the Registered Public Accounting Firm

D.	Changes in Internal Control Over Financial Reporting

Item 16.

[Reserved]

Item 16A.

Audit Committee Financial Expert.

Item 16B.

Code of Ethics.

Item 16C.

Principal Accountant Fees and Services.

		Year Ended December 31,
		2022				2021
		£	’000			£	’000
Audit fees		£	1,107			£	775
Total		£	1,107			£	775

Item 16D.

Exemptions from the Listing Standards for Audit Committees.

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Item 16F.

Change in Registrant’s Certifying Accountant.

Item 16G.

Corporate Governance.

•

Exemption from filing quarterly reports on Form 10-Q containing unaudited financial and other specified information or current reports on Form 8-K upon the occurrence of specified significant events;

•

Exemption from Section 16 rules requiring insiders to file public reports of their securities ownership and trading activities and providing for liability for insiders who profit from trades in a short period of time;

•

Exemption from quorum requirements for shareholder meetings. In accordance with usual practice in England and Wales, our articles of association will provide alternative quorum requirements that are generally applicable to shareholder meetings;

•

Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers;

•

Exemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of share option plans;

•

Exemption from the requirement that our audit committee have review and oversight responsibilities over all “related party transactions,” as defined in Item 7.B of Form 20-F;

•

Exemption from the requirement that our board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

Exemption from the requirements that director nominees are selected, or recommended for selection by our board, either by (1) independent directors constituting a majority of our board’s independent directors in a vote in which only independent directors participate, or (2) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Item 16H.

Mine Safety Disclosure.

Item 17.

Financial Statements.

Item 18.

Financial Statements.

Item 19.

Exhibits

Exhibit		Description		Incorporation by Reference
				Schedule/ Form		File Number		Exhibit		File Date
1.1		Articles of Association of Immunocore Holdings plc.		20-F		001-39992		1.1		03/25/21
2.1		Deposit Agreement.		20-F		001-39992		2.2		03/25/21
2.2		Form of American Depositary Receipt (included in Exhibit 2.2).		20-F		001-39992		2.3		03/25/21
2.3		Description of Securities.		20-F		001-39992		2.4		03/25/21
4.1		Subscription Agreement between the Registrant and the Bill & Melinda Gates Foundation, dated February 3, 2021.		F-1/A		333-252166		4.3		02/03/21
4.2†		Research Collaboration and License Agreement, dated as of June 14, 2013, by and among the Registrant, Genentech, Inc. and F. Hoffman-La Roche Ltd, as amended on September 27, 2016.		F-1		333-252166		10.5		01/15/21
4.3†		License Agreement, dated as of September 27, 2016, between the Registrant and Genentech, Inc.		F-1		333-252166		10.8		01/15/21

4.4†		License and Collaboration Agreement, dated as of November 15, 2018, by and among the Registrant, Genentech, Inc. and F. Hoffman-La Roche Ltd.		F-1		333-252166		10.9		01/15/21
4.5		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		01/15/21
4.6†		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		02/03/21
4.7		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		01/15/21
4.8		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		01/15/21
4.9		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		01/15/21
4.10†		Assignment and Exclusive License, dated as of January 28, 2015, between the Registrant and Adaptimmune Limited.		F-1		333-252166		10.16		01/15/21

4.11#		Employment Agreement between the Registrant and Bahija Jallal, Ph.D., dated January 29, 2021.		F-1/A		333-252166		10.18		02/01/21
4.12		Form of Deed of Indemnity between the Registrant and each of its directors.		F-1		333-252166		10.1		01/15/21
4.13#		Form of Deed of Indemnity between the Registrant and each of its executive officers.		F-1		333-252166		10.2		01/15/21
4.14#		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		03/25/21

4.15		Registration Rights Agreement, dated July 15, 2022, by and among Immunocore Holdings plc and the investors party thereto.		6-K		0001671927		99.2		07/20/22
4.16		Sales Agreement, dated as of September 9, 2022, by and between the Company and Jefferies LLC.		6-K		0001671927		99.1		09/09/22
4.17†		Loan agreement, dated as of November 8, 2022, among Immunocore Limited, as Borrower, the Registrant, certain additional Credit Parties and Guarantors party thereto, BioPharma Credit PLC, as Collateral Agent, and BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP as Lenders.		6-K		0001671927		99.4		11/09/22

8.1		Subsidiaries of the Registrant.		20-F		001-39992		8.1		03/25/21
12.1*		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
12.2*		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
13.1**		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
15.1*		Consent of KPMG LLP

16.1*		Letter from  KPMG LLP dated [  ], 2023
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.

**	Furnished herewith.

†	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.

		IMMUNOCORE HOLDINGS PLC
	By:	/s/ Bahija Jallal
		Bahija Jallal, Ph.D.
		Chief Executive Officer (Principal Executive Officer)
Date: March 1, 2023