imcr-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39992


Immunocore Holdings plc
(Exact name of registrant as specified in its charter)


England and Wales			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
92 Park Drive Milton Park Abingdon, Oxfordshire, United Kingdom			OX14 4RY
(Address of principal executive offices)			(Zip Code)


+44 1235 438600
(Registrant’s telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share	IMCR	The Nasdaq Stock Market LLC
Ordinary Share, nominal value £0.002 per share*	*	The Nasdaq Stock Market LLC*

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

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. x Yes o 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). x Yes o No

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


			Large accelerated filer x			Accelerated filer o
			Non-accelerated filer o			Smaller reporting company o
						Emerging growth company o

If an emerging growth company, 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of shares, as of the latest practicable date.

As of October 31, 2025, the registrant had 50,530,419 ordinary shares (including ordinary shares in the form of American Depositary Shares) outstanding, par value £0.002, consisting of (i) 49,796,022 voting ordinary shares and 734,397 non-voting ordinary shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Quarterly Report"), contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include, but are not limited to, statements about:

•the therapeutic potential and expected clinical benefits of KIMMTRAK;

•the planned geographic expansion and expansion of patient reach for KIMMTRAK;

•the safety, efficacy and clinical progress of our various ongoing clinical programs and any planned clinical programs, including those for tebentafusp, brenetafusp, IMC-P115C, IMC-T119C, IMC-R117C, IMC-M113V, IMC-I109V, IMC-S118AI, and IMC-U120AI;

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

•our ability to maintain regulatory approval of KIMMTRAK for metastatic uveal melanoma ("mUM") in the United States, European Union and other territories, as well as our ability to obtain and maintain regulatory approval in additional indications, 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 indications and territories;

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

•our ability to continue successfully executing 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;

•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 payors and risks relating to the success of our patient assistance programs;

•the initiation, timing, progress and results of our ongoing and planned clinical trials, including the expansion arms of such trials, for tebentafusp in advanced melanoma and adjuvant uveal (or ocular) melanoma, brenetafusp, IMC-P115C, IMC-T119C, IMC-R117C, IMC-M113V, IMC-I109V, IMC-S118AI, and IMC-U120AI, 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 changes in interest rates and inflation, fluctuating exchange rates and other macroeconomic factors, and our future revenues and our need 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;

•our ability to obtain accelerated approval for current and future product candidates from the U.S. Food and Drug Administration ("FDA"), the European Commission, or other comparable regulatory authorities in other jurisdictions;

•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 or other global and macroeconomic factors, such as the war in Ukraine, the conflict in the Middle East, global geopolitical tensions, supply chain disruptions, and changes in interest rates and inflation;

•our business strategies and goals;

•our plans to collaborate, or statements regarding our current collaborations, 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 products and 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 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 Passive Foreign Investment Company ("PFIC") for current and future periods.

Any forward-looking statements in this Quarterly Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report, if any, our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2025, and in our other SEC filings. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION	Page
ITEM 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024	3
	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6
	Notes to the Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	29
ITEM 4.	Controls and Procedures	30

	PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	32
ITEM 1A.	Risk Factors	32
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3.	Defaults Upon Senior Securities	33
ITEM 4.	Mine Safety Disclosures	33
ITEM 5.	Other Information	34
ITEM 6.	Exhibits	34
	Signatures	35

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Immunocore Holdings plc

Condensed Consolidated Balance Sheets

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


	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	498,413	$	455,731
Marketable securities	393,940		364,645
Accounts receivable, net	75,880		63,009
Prepaid expenses and other current assets	48,960		41,033
Inventory, net	5,655		5,446
Total current assets	1,022,848		929,864
Property and equipment, net	9,433		10,092
Operating lease right of use assets, net	39,397		37,643
Deferred tax assets, net	14,333		14,790
Other non-current assets	16,489		17,117
Total assets	$	1,102,500	$	1,009,506
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	22,956	$	25,100
Accrued expenses and other current liabilities	144,937		185,534
Deferred revenue, current	582		—
Operating lease liabilities, current	1,878		1,547
Total current liabilities	170,353		212,181
Accrued expenses, non-current	96,604		—
Deferred revenue, non-current	4,995		5,434
Operating lease liabilities, non-current	41,397		40,162
Interest-bearing loans and borrowings	392,587		391,013
Total liabilities	705,936		648,790
Commitments and contingencies (Note 10)

Shareholders’ equity
Ordinary shares (voting and non-voting), £0.002 par value, most recent authority to allot up to a maximum nominal value of £149,633 and £97,454 shares as of September 30, 2025 and December 31, 2024, respectively, and 50,467,954 and 50,064,860 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.	135		135
Deferred shares, £0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of September 30, 2025 and December 31, 2024.	1		1
Additional paid-in capital	1,227,649		1,190,104
Accumulated deficit	(801,215)		(795,761)
Accumulated other comprehensive loss	(30,006)		(33,763)
Total shareholders' equity	396,564		360,716
Total liabilities and shareholders' equity	$	1,102,500	$	1,009,506

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

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Immunocore Holdings plc

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Revenue from sale of therapies, net	$	103,693	$	80,248	$	295,538	$	225,937
Collaboration revenue	—		—		—		213
Total revenue	103,693		80,248		295,538		226,150
Cost and operating expenses:
Cost of revenue from sale of therapies	(513)		(448)		(2,384)		(2,401)
Research and development expense	(70,572)		(52,770)		(196,048)		(161,301)
Selling, general and administrative expense	(39,779)		(35,532)		(122,768)		(113,457)
Loss from operations	(7,171)		(8,502)		(25,662)		(51,009)
Other income (expense):
Interest income	4,123		5,960		12,570		20,445
Interest expense	(3,043)		(4,290)		(9,113)		(11,806)
Foreign currency gain	1,333		3,963		3,675		1,049
Other income, net	5,062		8,962		15,224		13,205
Net income (loss) before income taxes	304		6,093		(3,306)		(28,116)
Income tax (expense) benefit	(481)		2,643		(2,148)		800
Net (loss) income	$	(177)	$	8,736	$	(5,454)	$	(27,316)
Other comprehensive (loss) income:
Exchange differences on translation of foreign operations	(3,392)		3,247		3,757		5,088
Total comprehensive (loss) income	$	(3,569)	$	11,983	$	(1,697)	$	(22,228)

Basic net (loss) income per share	$	(0.00)	$	0.17	$	(0.11)	$	(0.55)
Basic weighted-average number of shares outstanding	50,403,717		50,021,939		50,262,697		49,971,267

Diluted net (loss) income per share	$	(0.00)	$	0.17	$	(0.11)	$	(0.55)
Diluted weighted-average number of shares outstanding	50,403,717		52,808,434		50,262,697		49,971,267

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

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Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)


	Ordinary Shares			Deferred Shares			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
As of December 31, 2024	50,064,860	$	135	5,793,501	$	1	$	1,190,104	$	(795,761)	$	(33,763)	$	360,716
Net income	—	—		—	—		—		5,023		—		5,023
Other comprehensive income	—	—		—	—		—		—		673		673
Exercise of share options	119,749	—		—	—		2,551		—		—		2,551
Share-based compensation expense	—	—		—	—		9,516		—		—		9,516
As of March 31, 2025	50,184,609	$	135	5,793,501	$	1	$	1,202,171	$	(790,738)	$	(33,090)	$	378,479
Net loss	—	—		—	—		—		(10,300)		—		(10,300)
Other comprehensive income	—	—		—	—		—		—		6,476		6,476
Exercise of share options	187,459	—		—	—		3,670		—		—		3,670
Share-based compensation expense	—	—		—	—		10,156		—		—		10,156
As of June 30, 2025	50,372,068	$	135	5,793,501	$	1	$	1,215,997	$	(801,038)	$	(26,614)	$	388,481
Net loss	—	—		—	—		—		(177)		—		(177)
Other comprehensive loss	—	—		—	—		—		—		(3,392)		(3,392)
Exercise of share options	95,886	—		—	—		1,866		—		—		1,866
Share-based compensation expense	—	—		—	—		9,786		—		—		9,786
As of September 30, 2025	50,467,954	$	135	5,793,501	$	1	$	1,227,649	$	(801,215)	$	(30,006)	$	396,564

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

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Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)


	Ordinary Shares			Deferred Shares			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
As of December 31, 2023	49,725,649	$	134	5,793,501	$	1	$	1,149,643	$	(744,674)	$	(36,261)	$	368,843
Net loss	—	—		—	—		—		(24,436)		—		(24,436)
Other comprehensive income	—	—		—	—		—		—		897		897
Exercise of share options	280,436	1		—	—		5,212		—		—		5,213
Share-based compensation expense	—	—		—	—		9,017		—		—		9,017
As of March 31, 2024	50,006,085	$	135	5,793,501	$	1	$	1,163,872	$	(769,110)	$	(35,364)	$	359,534
Net loss	—	—		—	—		—		(11,616)		—		(11,616)
Other comprehensive income	—	—		—	—		—		—		944		944
Exercise of share options	11,521	—		—	—		297		—		—		297
Share-based compensation expense	—	—		—	—		9,978		—		—		9,978
As of June 30, 2024	50,017,606	$	135	5,793,501	$	1	$	1,174,147	$	(780,726)	$	(34,420)	$	359,137
Net income	—	—		—	—		—		8,736		—		8,736
Other comprehensive income	—	—		—	—		—		—		3,247		3,247
Exercise of share options	8,014	—		—	—		198		—		—		198
Share-based compensation expense	—	—		—	—		6,509		—		—		6,509
As of September 30, 2024	50,025,620	$	135	5,793,501	$	1	$	1,180,854	$	(771,990)	$	(31,173)	$	377,827

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

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Immunocore Holdings plc

Condensed Consolidated Statements of Cash Flows

(Unaudited) (In thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(5,454)	$	(27,316)
Adjustments for:
Share-based compensation expense	29,359		25,523
Depreciation	2,432		3,038
Unrealized foreign exchange gains, net	(10,229)		(3,982)
Unrealized gains on marketable securities	(15,224)		(13,515)
Non-cash lease expense	1,681		1,352
Other	1,576		1,535
Changes in assets and liabilities:
Increase in accounts receivable	(9,330)		(11,053)
Increase in prepayments and other current assets	(5,724)		(5,910)
(Decrease) increase in accounts payable	(3,874)		1,388
Increase in accrued expenses	37,920		72,728
Decrease in deferred revenue	(243)		(1)
Increase (decrease) in operating lease liabilities	524		(1,208)
Increase in other operating assets	(1,471)		(4,515)
Increase in other operating liabilities	—		1,948
Net cash provided by operating activities	21,943		40,012
Cash flows from investing activities
Purchase of marketable securities	(30,000)		(350,000)
Proceeds from sale of marketable securities	16,000		—
Purchase of property and equipment	(1,460)		(1,589)
Net cash used in investing activities	(15,460)		(351,589)
Cash flows from financing activities
Proceeds from exercise of share options	8,087		6,250
Proceeds from issue of convertible senior notes	—		402,500
Payments for debt issuance costs	—		(13,358)
Net cash provided by financing activities	8,087		395,392
Increase in cash and cash equivalents	14,570		83,815
Net foreign exchange difference on cash held

SEC Form 10-Q filed by Immunocore Holdings plc