Immunocore Holdings (IMCR) risk factors, FY2025 10-K

Risks Related to Our Financial Position and Need for Capital

1. 01We have incurred significant losses in every year since our inception. We may continue to incur losses over the next several years and may never achieve or maintain profitability
2. 02Our future prospects are highly dependent on our ability to continue to successfully develop and execute our commercialization strategies for KIMMTRAK and any future products for which we may obtain regulatory approval. Failure to do so would adversely impact our financial condition and prospects
3. 03Our ability to continue to generate revenues from KIMMTRAK and any other product candidates, if approved, is subject to being considered safe, effective, and having advantages over other therapies, and attaining and maintaining significant market acceptance among physicians, patients and healthcare payors
4. 04Our revenues from KIMMTRAK may be significantly reduced by both existing and future legislation for drug pricing reforms requiring the payment of rebates
5. 05We may 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
6. 06Raising additional capital may cause dilution to our existing shareholders, restrict our operations or cause us to relinquish valuable rights

Risks Related to KIMMTRAK and the Development of Our Product Candidates

1. 07In order to increase adoption and sales of KIMMTRAK, we will need to continue developing our commercial organization as well as recruit and retain qualified field representatives
2. 08The incidence and prevalence for target patient populations for some of our product candidates have not been established with precision. If the market opportunities for our product candidates are smaller than we estimate, our revenue and ability to achieve profitability will be adversely affected, possibly materially
3. 09We 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 harmed21% rewritten
4. 10We have invested, and expect to continue to invest, significant financial and management resources to further develop internal sales, distribution and marketing capabilities of product candidates, some of which in territories prior to any confirmation that the product candidate will be approved in that territoryNew
5. 11KIMMTRAK and our other product candidates, even if approved for commercial sale, may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for continued commercial success
6. 12We may be unable to successfully complete additional large-scale, pivotal clinical trials for any product candidates we develop
7. 13Our 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
8. 14Clinical product development involves a lengthy and expensive process, with an uncertain outcome33% rewritten
9. 15If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired
10. 16If we experience delays in obtaining approval or if we fail to obtain approval of our product candidates, the commercial prospects for our product candidates may be harmed and our ability to generate revenues will be materially impaired
11. 17Interim, “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data
12. 18We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates
13. 19If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented
14. 20Our planned clinical trials or those of our future collaborators may reveal significant adverse events not seen in our pre-clinical or nonclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates
15. 21We are at risk of a clinical hold at any time based on the evaluation of the data and information submitted to the governing regulatory authorities
16. 22Our product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, require expansion of the trial size, limit their commercial potential, or result in significant negative consequences
17. 23Our product candidates may have serious and potentially fatal cross-reactivity to other peptides or protein sequences within the body
18. 24We intend to develop tebentafusp, brenetafusp and our other programs, and potentially future product candidates, in combination with other therapies, which exposes us to additional risks
19. 25If we do not achieve our projected development and commercialization goals within the timeframes we announce and expect, the commercialization of our product candidates or any future product candidates may be delayed, and our business will be harmed
20. 26If we fail to achieve announced milestones in the timeframes we expect, the commercialization of our lead product candidate and any other current or future product candidates may be delayed, and our business, results of operations, financial condition, and prospects may be adversely affected
21. 27We conduct clinical trials for our product candidates outside the United States, and the FDA and similar foreign regulatory authorities may not accept data from such trials
22. 28A variety of risks associated with conducting research and clinical trials in multiple countries and marketing our product candidates internationally could materially adversely affect our business

Risks Related to the Commercialization of Our Product Candidates

1. 29If we fail to comply with manufacturing regulations, our financial results and financial condition will be adversely affected
2. 30We face substantial competition, which may result in others developing or commercializing drugs before or more successfully than us
3. 31Continued coverage and adequate reimbursement may not be available for KIMMTRAK, or our other current or any future product candidates, which could make it difficult for us to sell profitably, if approved28% rewritten

Risks Related to Our Dependence on Third Parties

1. 32Our existing therapeutic 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
2. 33Our product candidates and any products that we may develop may compete with other product candidates and approved products for access to manufacturing facilities. There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for us
3. 34The third parties upon whom we rely for the supply of the active pharmaceutical ingredient used in our product candidates are our sole source of supply, and the loss of any of these suppliers could significantly harm our business
4. 35We may seek to establish additional collaborations, and, if we are not able to establish them on commercially reasonable terms, or at all, we may have to alter our development and commercialization plans
5. 36Where we license technology from a third party, the prosecution, maintenance, enforcement and defense of the patent or other intellectual property or proprietary rights licensed from such third party may be controlled by the third party, which may impact the scope of patent or other protection
6. 37If we or our third-party suppliers use hazardous, non-hazardous, biological or other materials in a manner that causes injury or violates applicable law, we may be liable for damages

Risks Related to Our International Operations

1. 38As a company based outside of the United States, we are subject to economic, political, regulatory and other risks associated with international operations49% rewritten
2. 39Exchange rate fluctuations may materially affect our results of operations and financial condition

Risks Related to Intellectual Property

1. 40Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
2. 41If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed
3. 42Third 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
4. 43We may become involved in lawsuits and/or administrative proceedings to protect or enforce our patents and other intellectual property rights, which could be expensive, time consuming and unsuccessful35% rewritten
5. 44Intellectual property litigation and proceedings could cause us to spend substantial resources and distract our personnel from their normal responsibilities
6. 45We may not be able to effectively enforce our intellectual property and proprietary rights throughout the world
7. 46If we do not obtain patent term extension and data exclusivity for any product candidates we may develop, our business may be materially harmed
8. 47We may need to license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms
9. 48If we fail to comply with our obligations in the agreements under which we collaborate with or license intellectual property rights from third parties, or otherwise experience disruptions to our business relationships with our collaborators or licensors, we could lose rights that are important to our business
10. 49If our trademarks and trade names are not adequately protected, then this may impede our ability to build and sustain name recognition in our markets of interest and our business may be adversely affected25% rewritten

Risks Related to Government Regulation

1. 50The FDA and comparable foreign regulatory authorities’ regulatory 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 trials38% rewritten
2. 51If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, our development plans may be impacted
3. 52Reports 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
4. 53The FDA and other regulatory authorities actively enforce the laws and regulations prohibiting the promotion of off-label uses
5. 54Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions
6. 55If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business
7. 56We may seek priority review designation for one or more of our other product candidates, but we might not receive such designation, and even if we do, such designation may not lead to a faster regulatory review or approval process
8. 57We may seek Orphan Drug Designation for certain of our product candidates, and we may be unsuccessful or may be unable to maintain the benefits associated with Orphan Drug Designation, including the potential for market exclusivity34% rewritten
9. 58Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors, which may adversely affect our future profitability
10. 59We may not be able to file applications to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA or applicable competent authorities may not permit us to proceed

Risks Relating to our Business Operations, Employee Matters and Managing Growth

1. 60Our future success depends on our ability to retain key executives and experienced scientists and to attract, retain and motivate qualified personnel
2. 61We expect to continue to expand our development, commercial and regulatory capabilities and have recently developed sales, marketing and distribution capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations
3. 62Our employees, principal investigators, CROs, partners, vendors and consultants may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading
4. 63Business disruptions could seriously harm our future revenue and financial condition and increase costs and expenses
5. 64Remote working poses increased risks to our information technology systems and data as some of our personnel work from remote locations and use network connections outside of our control
6. 65We may evaluate various acquisitions and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies, or businesses
7. 66Our insurance policies are expensive and protect only from some business risks, which leaves us exposed to significant uninsured liabilities

Risks Related to Our Indebtedness

1. 67Our current or future indebtedness may adversely affect our business, including by limiting our flexibility to operate our business and adversely affecting our financial health and competitive position
2. 68Conversion of the Notes may dilute the ownership interest of holders of our ADSs or may otherwise depress the price of our ADSs
3. 69Certain provisions in the indenture governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us

Risks Related to Ownership of Our Securities and Our Status as a Public Company

1. 70An active trading market for our ADSs may not be sustained
2. 71The trading price of our ADSs has been and may continue to be highly volatile and may fluctuate due to factors beyond our control
3. 72If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our ADS price and trading volume could decline
4. 73Our executive officers, directors and principal shareholders, if they choose to act together, have the ability to control or significantly influence all matters submitted to our shareholders for approval
5. 74Sales of a substantial number of shares of our ADSs in the public market, or the perception that these sales might occur, could depress the market price of our ADSs and could impair our ability to raise capital through the sale of additional equity securities57% rewritten
6. 75Holders of our ADSs do not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise their right to vote
7. 76Holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares
8. 77We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders
9. 78ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action
10. 79No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder
11. 80Holders of our ADSs may not receive distributions on our ordinary shares represented by the ADSs or any value for them if it is illegal or impractical to make them available to holders of ADSs
12. 81Because we do not anticipate paying any cash dividends on our ADSs in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment
13. 82Claims of U.S. civil liabilities may not be enforceable against us
14. 83Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings55% rewritten
15. 84We may be unable to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments or benefit from favorable U.K. tax legislation
16. 85Changes and uncertainties in the tax system in the countries in which we have operations, could materially adversely affect our financial condition and results of operations, and reduce net returns to our shareholders
17. 86Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits
18. 87Shareholder protections found in provisions under the U.K. City Code on Takeovers and Mergers (the "Takeover Code") will not apply if our place of management and control remains outside the United Kingdom
19. 88The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation
20. 89As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure21% rewritten
21. 90English law also generally prohibits a public company from repurchasing its own shares without the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be for a maximum period of up to five years