Immunocore Reports Material Agreement, New Debt, Equity Sales

TL;DR

**Immunocore just took on new debt and sold stock in a big deal, watch for details on what it means for their future.**

AI Summary

Immunocore Holdings plc filed an 8-K on February 2, 2024, reporting an event on January 30, 2024, related to entering a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. This indicates the company has secured new financing or made a significant strategic move involving its stock, which could impact its financial health and future growth prospects. For investors, this matters because it signals potential changes in the company's capital structure or strategic direction, which could affect stock valuation.

Why It Matters

This filing indicates Immunocore has made significant financial and strategic moves, potentially impacting its capital structure and future operational capabilities. Investors should assess how these agreements and equity sales will affect the company's financial stability and growth outlook.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, creation of a direct financial obligation, and unregistered sales of equity securities, which could introduce both opportunities and risks depending on the specific terms and use of proceeds.

Analyst Insight

Investors should await further details on the material definitive agreement, the direct financial obligation, and the terms of the unregistered equity sales to fully assess the impact on Immunocore's financial health and future prospects. This information is crucial for understanding potential dilution or new strategic partnerships.

Key Players & Entities

• Immunocore Holdings plc (company) — the registrant filing the 8-K
• January 30, 2024 (date) — date of the earliest event reported
• February 2, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Immunocore will provide more details on the material definitive agreement and financial obligation in a subsequent filing or press release. (Immunocore Holdings plc) — high confidence, target: Q1 2024
• The unregistered sales of equity securities likely involved institutional investors or private placements. (Immunocore Holdings plc) — medium confidence, target: N/A

FAQ

Key Financial Figures

• $402.5 million — ed private offering (the "Offering") of $402.5 million aggregate principal amount of 2.50% Con
• $52.5 million — option to purchase up to an additional $52.5 million principal amount of Notes. The Notes we
• $389.3 m — ds from the Offering were approximately $389.3 million, after deducting the initial purc
• $1,000 — sion, the Company will deliver for each $1,000 principal amount of converted Notes a n
• $94.70 — itial conversion price of approximately $94.70 per ADS). The initial conversion price
• $67.64 — 0.0% to the last reported sale price of $67.64 per ADS on the Nasdaq Global Select Mar
• $35.0 million — ed with a principal amount in excess of $35.0 million (or its foreign currency equivalent) in

Filing Documents

• ef20020523_8k.htm (8-K) — 61KB
• ef20020523_ex4-1.htm (EX-4.1) — 846KB
• ef20020523_ex99-1.htm (EX-99.1) — 15KB
• image001.jpg (GRAPHIC) — 6KB
• image00006.jpg (GRAPHIC) — 2KB
• image00007.jpg (GRAPHIC) — 3KB
• image00010.jpg (GRAPHIC) — 3KB
• image00011.jpg (GRAPHIC) — 3KB
• image00012.jpg (GRAPHIC) — 3KB
• 0001140361-24-005309.txt ( ) — 1247KB
• imcr-20240130.xsd (EX-101.SCH) — 4KB
• imcr-20240130_lab.xml (EX-101.LAB) — 22KB
• imcr-20240130_pre.xml (EX-101.PRE) — 16KB
• ef20020523_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Agreement. On February 2, 2024, Immunocore Holdings plc (the "Company") completed its previously announced private offering (the "Offering") of $402.5 million aggregate principal amount of 2.50% Convertible Senior Notes due 2030 (the "Notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $52.5 million principal amount of Notes. The Notes were issued pursuant to an indenture, dated February 2, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company's net proceeds from the Offering were approximately $389.3 million, after deducting the initial purchasers' discounts and commissions and the estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, to accelerate its clinical pipeline and for ongoing commercial expansion. In addition, the Company intends to repay in full loans outstanding under its loan agreement with investment funds managed by Pharmakon Advisors, LP. The Company intends to use any remaining proceeds for other working capital and general corporate purposes. The Notes are senior, unsecured obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or repurchased. The Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024, at a rate of 2.50% per year. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the Company will deliver for each $1,000 principal amount of converted Notes a number of its American Depositary Shares (the "ADSs") (each representing as of the date hereof one of the Company's ordinary shares, nominal value 0.002 per share (the "Ordin

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes, the ADSs deliverable upon conversion of the Notes and the Ordinary Shares represented thereby have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated January 30, 2024 by and among the Company and the initial purchasers. The ADSs (or the Ordinary Shares represented thereby) that are delivered upon any conversion of the Notes will be delivered in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with any conversion of the Notes and resulting delivery of ADSs (or the Ordinary Shares represented thereby).

01

Item 8.01 Other Events. On January 30, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this report, including statements regarding the Company's expected uses of the net proceeds from the Offering, are based upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation to update any such forward-looking statements. Although the Company's forward-looking statements reflect the good faith judgment of its management, these cautioned not to rely on these forward-looking statements. Factors that could cause or contribute to such differences include the risks and uncertainties discussed in the "Risk Factors" section of the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission on March 1, 2023, and other subsequent filings the Company makes with the Securities and Exchange Commission from time to time, as well as market risks, trends and conditions, and unanticipated uses of the net proceeds from the Offering. The Company assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 4.1 Indenture, dated as of February 2, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of Global Note, representing the Company's 2.50% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 99.1 Press Release dated January 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMMUNOCORE HOLDINGS PLC Dated: February 2, 2024 By: /s/ Bahija Jallal, Ph.D. Name: Bahija Jallal, Ph.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR