Bicycle Therapeutics plc
Annual Report and financial statements
for the year ended 31 December 2024
Company No: 11036004
Bicycle Therapeutics plc
Annual report and financial statements
for the year ended 31 December 2024
Contents
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Strategic Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Directors’ Remuneration Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Independent auditors’ report to the members of Bicycle Therapeutics plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Consolidated statement of comprehensive income for the year ended 31 December 2024 . . . . . . . . . . . . . . . . .
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Consolidated and Parent Company balance sheets as at 31 December 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Consolidated statement of changes in equity for the year ended 31 December 2024 . . . . . . . . . . . . . . . . . . . . . .
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Parent Company statement of changes in equity for the year ended 31 December 2024 . . . . . . . . . . . . . . . . . . .
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Consolidated statement of cash flows for the year ended 31 December 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Bicycle Therapeutics plc
year ended 31 December 2024
General Information
Directors
Felix Baker
Janice Bourque
Jose-Carlos Gutierrez-Ramos
Richard Kender
Kevin Lee
Pierre Legault
Alessandro Riva
Stephen Sands
Gregory Winter
Secretary
Jim Sutcliffe
Registered office
Blocks A & B
Portway Building Granta Park
Great Abington, Cambridge
United Kingdom, CB21 6GS
Company Number
11036004
Independent Statutory Auditors
PricewaterhouseCoopers LLP
The Maurice Wilkes Building
St. John’s Innovation Park
Cowley Road
Cambridge
CB4 0DS
Bankers
Barclays Bank
9-11 St Andrews Street
Cambridge
CB2 3AA
Solicitors
Cooley (UK) LLP
22 Bishopsgate
London
EC2N 4BQ
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report
2
Introduction
Bicycle Therapeutics plc (the “Parent Company”) on behalf of itself and its subsidiaries, BicycleTx
Limited, BicycleRD Limited and Bicycle Therapeutics Inc. (which together may be referred to as the “Company”,
“Bicycle”, “we”, “us” or “our”), is required to produce a strategic report complying with the requirements of the
Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 (the “Regulations”) for the year
ended 31 December 2024. Bicycle also filed with the U.S. Securities and Exchange Commission (the “SEC”) its
Annual Report on Form 10-K for the year ended 31 December 2024 (the “Form 10-K”) on 25 February 2025, which
contains additional disclosures regarding some of the matters discussed in this report.
Principal activities
We carry out research and development activities developing novel bicyclic peptides and have offices in
both Cambridge, U.K. and Massachusetts, U.S.
Since 28 May 2019 the Parent Company has had American Depositary Shares representing its ordinary
shares (“ADSs”) traded on The Nasdaq Stock Market (“NASDAQ”) in the U.S.
Business overview
We are a clinical-stage pharmaceutical company developing a novel class of medicines, which we refer to
as Bicycle® molecules, for diseases that are underserved by existing therapeutics. Bicycle molecules are fully
synthetic short peptides constrained to form two loops which stabilise their structural geometry. This constraint
facilitates target binding with high affinity and selectivity, making Bicycle molecules attractive candidates for drug
development. Bicycle molecules are a unique therapeutic modality combining the pharmacology usually associated
with a biologic with the manufacturing and pharmacokinetic, or PK, properties of a small molecule. The relatively
large surface area presented by Bicycle molecules allows targets to be drugged that have historically been intractable
to non-biological approaches. Bicycle molecules are excreted by the kidney rather than the liver and have shown no
signs of immunogenicity to date, qualities which we believe explain the molecules’ favourable toxicological profile.
We have a novel and proprietary phage display screening platform which we use to identify Bicycle
molecules in an efficient manner. The platform initially displays linear peptides on the surface of engineered
bacteriophages, or phages, before “on-phage” cyclization with a range of small molecule scaffolds which can confer
differentiated physicochemical and structural properties. Our platform encodes quadrillions of potential Bicycle
molecules which can be screened to identify molecules for optimisation to potential product candidates. We have
used this powerful screening technology to identify our current portfolio of candidates in oncology and intend to use
it in conjunction with our collaborators to seek to develop additional future candidates across a range of other
disease areas.
Our product candidates, zelenectide pevedotin, formerly BT8009, and BT5528, are each a Bicycle Toxin
Conjugate, or a BTC® molecule. These Bicycle molecules are chemically attached to a toxin that, when
administered, is cleaved from the Bicycle molecule and kills the tumour cells. We are evaluating zelenectide
pevedotin, a BTC molecule targeting Nectin-4, in an ongoing company-sponsored Phase I/II clinical trial to assess
the safety, pharmacokinetics and clinical activity in patients with Nectin-4 expressing advanced malignancies and an
ongoing company-sponsored Phase II/III registrational trial called Duravelo-2, allowing for potential accelerated
approval in untreated and previously treated metastatic urothelial cancer. We are also evaluating zelenectide
pevedotin in an ongoing company-sponsored Phase I/II clinical trial to assess the efficacy and safety of zelenectide
pevedotin in patients with NECTIN4 amplified advanced breast cancer, which commenced recruiting patients in the
first quarter of 2025. Enrolment in these trials is ongoing. In addition, we are evaluating BT5528, a BTC molecule
targeting Ephrin type A receptor 2, or EphA2, in a company-sponsored Phase I/II clinical trial, for which enrolment
is ongoing. Our other product candidate, BT7480, is a Bicycle Tumor-Targeted Immune Cell Agonist®, or a Bicycle
TICA® molecule. A Bicycle TICA molecule links immune cell receptor binding Bicycle molecules to tumour
antigen binding Bicycle molecules. We are evaluating BT7480, a Bicycle TICA molecule targeting Nectin-4 and
agonising CD137, in a company-sponsored Phase I/II clinical trial. Our discovery pipeline in oncology includes
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
3
next-generation BTC molecules and Bicycle Radionuclide Conjugates, or BRC® molecules. In August 2024, we
focused our research and development pipeline on clinical programs and research areas that we believe have the
highest potential to maximise value creation and we consolidated all discovery research activities to our
headquarters in Cambridge, U.K. Moving forward, we will prioritise the clinical development of BTC molecules in
multiple tumour types; focus near-term research efforts on advancing our BRC pipeline and the discovery of next-
generation BTC molecules; and, except for BT7480, explore innovative ways to continue development of our
immuno-oncology portfolio, including Bicycle TICA molecules, through collaboration.
Beyond our wholly owned oncology portfolio, we are collaborating with biopharmaceutical companies and
organisations in additional therapeutic areas in which we believe our proprietary Bicycle screening platform can
identify therapies to treat diseases with significant unmet medical need.
The following table summarises key information about our oncology programs:
We were founded in 2009 based on innovative science conducted by Sir Greg Winter and Professor
Christian Heinis. Sir Greg Winter is a pioneer in monoclonal antibodies and, in 2018, was awarded a Nobel Prize in
chemistry for the invention of the technology underpinning our proprietary phage display screening platform that we
use to identify Bicycle molecules. From our founding through 31 December 2024, we have generated substantial
intellectual property, including 10 patent families directed to novel scaffolds, linkers and payloads, 10 patent
families directed to our platform technology, 48 patent families directed to bicyclic peptides and related conjugates,
and 21 patent families directed to later inventions relating to such bicyclic peptides and related conjugates, such as
methods of making or using certain bicyclic peptide conjugates for treating various indications. As of
31 December 2024, our trademark portfolio consisted of 106 trademark registrations across six territories (the
United Kingdom, European Union, United States, Japan, Hong Kong and Australia) as well as a number of pending
applications for new trademarks. The work we have conducted in developing Bicycle molecules and our proprietary
screening platform have created substantial know-how that we believe provides us with a competitive advantage.
Our management team includes veteran executives in drug development from leading pharmaceutical
companies including AstraZeneca, Bristol-Myers Squibb, GlaxoSmithKline and Pfizer. Our board of directors,
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
4
scientific advisory board and clinical advisory board include industry experts with extensive experience in drug
development.
Our strategy
Our mission is to become a leading pharmaceutical company by pioneering Bicycle molecules as a novel
therapeutic modality to treat diseases that are inadequately addressed with existing treatment modalities.
Specifically, we seek to execute on the following strategy to maximise the value of our novel technology and
pipeline:
•
Progress our most advanced internal candidates, zelenectide pevedotin, BT5528, and BT7480 through
clinical development. We are evaluating: zelenectide pevedotin, a BTC molecule targeting Nectin-4, in an
ongoing company-sponsored Phase I/II clinical trial in patients with Nectin-4 expressing advanced
malignancies, an ongoing Phase II/III registrational trial called Duravelo-2 in patients with untreated and
previously treated metastatic urothelial cancer, and an ongoing Phase I/II clinical trial in patients with
NECTIN4 amplified advanced breast cancer, which commenced recruiting patients in the first quarter of
2025. We plan to initiate additional Phase I/II clinical trials in 2025 to assess zelenectide pevedotin in
patients with NECTIN4 gene-amplified lung cancer and multiple other cancers. We are also evaluating
BT5528, another BTC molecule targeting EphA2, in a company-sponsored Phase I/II clinical trial and
BT7480, a Bicycle TICA molecule targeting Nectin-4 and agonising CD137, in a company-sponsored
Phase I/II clinical trial. We intend to advance development of these candidates across oncology indications
based on target expression and initial clinical activity.
•
Advance our discovery programs into clinical development. We intend to continue our ongoing discovery
activities to screen and select candidates for oncology indications. For example, we are developing BRC
molecules targeting both MT1-MMP and EphA2 in collaboration with the German Cancer Research
Center, or DKFZ. We intend to advance our BRC molecule pipeline and progress our strategy for
leadership in next-generation radiopharmaceuticals. We are also developing next-generation BTC
molecules.
•
Leverage our powerful proprietary screening platform and novel Bicycle modality to grow our pipeline.
Our novel and proprietary phage display screening platform allows us to rapidly and efficiently identify
potential candidates for development. We can incorporate a wide range of small molecule scaffolds into
Bicycle molecules to increase diversity and confer differentiated physicochemical and structural properties.
We have used our powerful Bicycle screening platform to identify our current pipeline of BTC, BRC and
Bicycle TICA molecules, and we intend to use it to develop a broader pipeline of diverse product
candidates.
•
Collaborate strategically with leading organisations to access enabling technology and expertise in order
to expand the application of our novel Bicycle modality to indications beyond oncology. We are
collaborating with leading biopharmaceutical companies and organisations to apply our novel Bicycle
modality to other disease areas. We may opportunistically enter into additional collaborations in the future
to apply our technology to areas of unmet medical need.
•
Maximise the commercial potential of our product candidates, if approved, by either establishing our
own sales and marketing infrastructure or doing so through collaborations with others. Subject to
receiving marketing approval, we intend to pursue the commercialisation of our product candidates either
by building internal sales and marketing capabilities or doing so through opportunistic collaborations with
others.
Additional disclosures on our internal programs are given in the Annual Report on Form 10-K for the year
ended 31 December 2024 filed with the SEC on 25 February 2025.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
5
Our collaborations
We have entered into several collaborations which are predominantly focused on indications beyond our
internal focus in oncology to leverage the broad applicability of Bicycle molecules. Our strategic collaborations are
based on the ability of Bicycle molecules to address a wide variety of targets and we are working with collaborators
with deep therapeutic expertise outside of oncology to enable us to more efficiently develop novel medicines for
patients.
Bayer
On 4 May 2023, we entered into a collaboration and licence agreement, or the Bayer Collaboration
Agreement, with Bayer Consumer Care AG, or Bayer, pursuant to which we and Bayer will perform research and
discovery activities under a mutually agreed upon research plan during a research term up to a specified number of
years per target program to generate radiopharmaceutical compounds incorporating optimised Bicycle constructs
directed to two specified targets, under the oversight of a joint research committee. In addition, Bayer has a one-time
right to expand the collaboration to include a third target program, and with respect to each of the up to three target
programs, Bayer has an option, exercisable within a specified period of time following the effective date of the
Bayer Collaboration Agreement, to generate, develop and commercialise non-radiopharmaceutical compounds
directed to the applicable target, either by itself or in collaboration with us. Bayer also has certain limited target
substitution rights, in certain cases subject to specified additional payments. For each collaboration program, Bayer
may elect, at its sole discretion, to progress compounds arising from activities under the research programs into
further preclinical development of potential products directed to the target of such collaboration program. On a
target-by-target basis, if Bayer elects to progress development candidates directed to such target into further clinical
development, Bayer will be required to use commercially reasonable efforts to develop and seek regulatory approval
in certain major markets for products directed to the applicable target.
Bayer paid an upfront payment of $45.0 million in July 2023. All other payments under the Bayer
Collaboration Agreement will be made in British Pound Sterling. If Bayer elects to expand the collaboration to
include an additional target program, it will be required to make a one-time payment to us in connection with the
selection of such target in the high single digit millions. In addition, on a target-by-target basis, if Bayer elects to
exercise its option to expand its rights with respect to such target to develop and commercialise non-
radiopharmaceutical compounds directed to such target, Bayer will be required to pay to us, for each such target
program for which it exercises such option, either a one-time option fee payment or quarterly payments of specified
instalment amounts for a specified maximum time period during which we are performing research activities, with
the aggregate amounts receivable by us ranging from the high single digit millions in the case of the one-time option
fee payment, to the low single digit millions in the case of the quarterly instalments, in each case where we are
performing specified research activities following the exercise of the option. Additionally, for each collaboration
program, Bayer will reimburse us for certain expenses incurred in connection with specified research and discovery
activities performed by a contract research organization, or CRO.
On a target-by-target basis for the up to three targets, if Bayer elects to progress one or more candidate
compounds into further development, Bayer will be required to pay a candidate selection fee for the first such
compound progressed by Bayer directed to such target that incorporates a radionuclide, and for the first such
compound directed to such target that does not incorporate a radionuclide (and for which Bayer has not paid the one-
time option fee payment for non-radiopharmaceutical compounds), ranging from high single-digit millions to the
mid single-digit millions. On a target-by-target basis, if Bayer successfully conducts clinical development and
achieves regulatory approval for compounds arising from the collaboration directed to such target in two indications,
Bayer will be required to pay development and regulatory/first commercial sale milestones of up to £178.3 million
($223.8 million) for the first product directed to the applicable target to achieve such milestones (whether
radiopharmaceutical or non-radiopharmaceutical), or £534.9 million ($671.3 million) across all three potential target
programs. In addition, if Bayer successfully commercialises products arising from the collaboration, Bayer will be
required to pay, on a product-by-product basis, tiered royalties on net sales of products by Bayer, its affiliates or
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
6
sublicensees at percentages ranging from the mid-single digits to the very low double digits, subject to standard
reductions and offsets in certain circumstances, and a royalty floor. If Bayer commercialises diagnostic products
directed to a target, royalties will be payable on such diagnostic products at a specified reduced percentage of the
rates for therapeutic products. Royalties will be payable under the Bayer Collaboration Agreement on a product-by-
product and country-by-country basis, commencing on the first commercial sale of each product, until the latest of
(a) the expiration of the last valid claim of certain patents licensed by us to Bayer, (b) a specified number of years
following first commercial sale of such product, and (c) expiration of all data and regulatory exclusivity for such
product in the applicable country. On a target-by-target basis, Bayer will also owe tiered sales milestones based on
the achievement of specified levels of net sales of therapeutic products directed to such target totalling up to £194.5
million ($244.1 million) in the aggregate per target, or £583.5 million ($732.3 million) across all three potential
target programs, and on diagnostic products directed to such target at a low double digit percentage of the
therapeutic product milestones.
The Bayer Collaboration Agreement will remain in force on a product-by-product and country-by-country
basis, unless earlier terminated by either party, until the expiration of the obligation for Bayer to make royalty
payments to us for such product in such country, and will terminate in its entirety on the expiration of all such
royalty terms in all countries. Either party may terminate the agreement upon 90 days’ written notice for the other
party’s uncured material breach (or 20 business days in the case of non-payment by Bayer), subject to extension of
such cure period in certain circumstances, or upon the other party’s insolvency. In addition, we have the right to
terminate in the case of a patent challenge by or on behalf of Bayer (or any of its affiliates or sublicensees). In
addition, Bayer may terminate the Bayer Collaboration Agreement (i) in its entirety or with respect to any product,
collaboration program or target for any reason upon 60 or 90 days’ written notice to us (depending on whether such
termination is prior to or following first commercial sale of a licensed product).
Novartis
On 27 March 2023, we entered into a collaboration and licence agreement, or the Novartis Collaboration
Agreement, with Novartis Pharma AG, or Novartis, pursuant to which we and Novartis will perform research and
discovery activities under a mutually agreed upon research plan during a research term of up to a specified number
of years per target program to generate compounds incorporating optimised Bicycle constructs directed to two
specified targets, under the oversight of a joint steering committee. We granted Novartis a non-exclusive,
worldwide, royalty-free, sublicensable (subject to certain restrictions) licence under our intellectual property solely
for Novartis to perform its research activities under each collaboration program during the research term. For each
collaboration program, Novartis may elect to progress compounds arising from activities under the research
programs, or Licensed Compounds, into further preclinical development of potential products directed to the target
of such collaboration program. At a specified point, we will grant Novartis an exclusive, royalty-bearing,
sublicensable, licence under certain of our intellectual property to develop, manufacture, and commercialise such
Licensed Compound, subject to certain limitations. Novartis also had certain limited substitution rights for each
target, which expired in 2024, and Novartis may extend the initial research term by one year by electing to make an
additional payment. On a target-by-target basis, if Novartis elects to progress development candidates directed to
such target into further clinical development, Novartis will be required to use commercially reasonable efforts to
develop and seek regulatory approval in certain major markets for products containing Licensed Compounds
directed to the applicable target.
Novartis paid us a nonrefundable upfront payment of $50.0 million in April 2023. In November 2024, we
also achieved a specified discovery milestone for the first target program and Novartis made an additional payment
of $3.0 million. On a target-by-target basis, if Novartis elects to progress one or more candidate compounds into
further development and obtain an exclusive licence for commercialisation, Novartis will be required to pay a
candidate selection fee for the first such Licensed Compound progressed by Novartis that incorporates a
radionuclide, and for the first such Licensed Compound that does not incorporate a radionuclide, in each case in the
mid-teen millions. Upon declaring a candidate, Novartis will be responsible for all future development,
manufacturing, and commercialisation activities. On a target-by-target basis, Novartis will be required to pay us
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
7
additional development and regulatory/first commercial sale milestones of up to $210.0 million for each of the first
radionuclide product and non-radionuclide product directed to the applicable target upon the achievement of
specified milestones, or $840.0 million in the aggregate if Novartis successfully achieves all such milestone events
for both a radionuclide and a non-radionuclide product in each of the targets. In addition, we are eligible to receive
tiered sales milestones based on the achievement of specified levels of net sales of such products totalling up to
$200.0 million in the aggregate per product, or $800.0 million in the aggregate if Novartis successfully
commercialises both a radionuclide and a non-radionuclide product in each of the target programs. In addition,
(i) we are eligible to receive, on a therapeutic product-by-therapeutic product basis, tiered royalties on net sales of
products by Novartis, its affiliates or sublicensees at percentages ranging from the high single digits to the very low
double digits, subject to standard reductions and offsets in certain circumstances, and a royalty floor, and (ii) we are
eligible to receive low single digit royalties on net sales of diagnostic products on a diagnostic product-by-diagnostic
product basis and a low single digit percentage of sublicensing income on diagnostic products. Royalties will be
payable under the Novartis Collaboration Agreement on a product-by-product and country-by-country basis,
commencing on the first commercial sale of each product in a country, until the latest of (a) the expiration of the last
valid claim of certain patents licensed by us to Novartis, (b) a specified number of years following first commercial
sale of such product, and (c) expiration of all data and regulatory exclusivity for such product in the applicable
country.
The Novartis Collaboration Agreement will remain in force on a product-by-product and country-by-
country basis, unless earlier terminated by either party, until the expiration of the obligation for Novartis to make
royalty payments to us for such product in such country, and will terminate in its entirety on the expiration of all
such royalty payment obligations in all countries. Either party may terminate the agreement upon 60 days’ written
notice for the other party’s uncured material breach, or upon the other party’s insolvency. In addition, Novartis may
terminate the Collaboration Agreement (i) in its entirety or on a product-by-product or target-by-target basis for any
reason upon 90 days’ written notice to us, and (ii) on a target-by-target basis on 30 days’ written notice if Novartis
determines that a safety or regulatory issue exists which would have a material adverse effect on the development,
manufacture, or commercialisation of any product with respect to a given target. We may terminate the Novartis
Collaboration Agreement, (a) on a target-by-target basis upon 30 days’ prior written notice if Novartis has not yet
declared a development candidate for such target by the sixth anniversary of the commencement of research
activities for such target and (b) if Novartis or any of its affiliates or sublicensees challenges the validity or
enforceability of any of the patents in our licenced intellectual property.
Ionis
On 9 July 2021, we and Ionis Pharmaceuticals, Inc., or Ionis, entered into a collaboration and licence
agreement, or the Ionis Collaboration Agreement. Pursuant to the Ionis Collaboration Agreement, we granted to
Ionis a worldwide exclusive licence under our relevant technology to research, develop, manufacture and
commercialise products incorporating Bicycle peptides directed to the protein coded by the gene TFRC1 (transferrin
receptor), or TfR1 Bicycle molecules, intended for the delivery of oligonucleotide compounds directed to targets
selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans. Ionis will maintain
exclusivity to all available targets unless it fails to achieve specified development diligence milestone deadlines. If
Ionis fails to achieve one or more development diligence milestone deadlines, we have the right to limit exclusivity
to certain specific collaboration targets, subject to the payment by Ionis of a low-single-digit million dollar amount
per target as specified in the Ionis Collaboration Agreement. Each party was responsible for optimisation of such
TfR1 Bicycle molecules and other research and discovery activities related to TfR1 Bicycle molecules, as specified
by a research plan which was completed during the year ended 31 December 2024, and thereafter Ionis will be
responsible for all future research, development, manufacture and commercialisation activities. We performed
research and discovery activities including a baseline level of effort for a period of three years for no additional
consideration. The parties will negotiate a commercially reasonable rate if additional research activities are agreed to
be performed. We have retained certain rights, including the right to use TfR1 Bicycle molecules for all non-
oligonucleotide therapeutic purposes. The activities under the Ionis Collaboration Agreement are governed by a joint
steering committee, or JSC with an equal number of representatives from us and Ionis. The JSC will oversee the
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
8
performance of the research and development activities. Upon first commercial sales of a licenced product, the JSC
will have no further responsibilities or authority under the Ionis Collaboration Agreement.
Under the Ionis Collaboration Agreement, Ionis made a non-refundable upfront payment of $31.0 million
in addition to the $3.0 million already paid under an evaluation and option agreement. Additionally, Ionis is
obligated to reimburse us on a pass-through basis for expenses incurred in connection with research and discovery
activities performed by a CRO. If Ionis is at risk of failing to achieve a specified development diligence milestone
deadline, it can make up to three separate payments of a mid-single-digit million dollar amount to extend the
development diligence milestone deadlines. On a collaboration target-by-collaboration target basis, Ionis will be
required to make a low-single-digit million dollar payment upon acceptance of an investigational new drug
application, or IND, for the first product directed to such collaboration target (provided that Ionis will have a high
single-digit million dollar credit to be applied towards the IND acceptance fee for four collaboration targets, or for
exclusivity payments for certain targets if specified development diligence milestones deadlines are not achieved),
and Ionis will be required to make milestone payments upon the achievement of specified development and
regulatory milestones of up to a low double-digit million dollar amount per collaboration target. In addition, we are
also eligible to receive up to a low double-digit million dollar amount in cumulative sales milestone payments. We
are also entitled to receive tiered royalty payments on net sales at percentages in the low single digits, subject to
certain standard reductions and offsets. Royalties will be payable, on a product-by-product and country-by-country
basis, until the latest of the expiration of specified licenced patents covering such product in such country, ten years
from first commercial sale of such product in such country, or expiration of marketing exclusivity for such product
in such country.
Either party may terminate the Ionis Collaboration Agreement for the uncured material breach of the other
party or in the case of insolvency. Ionis may terminate the Ionis Collaboration Agreement for convenience on
specified notice periods depending on the development stage of the applicable target, either in its entirety or on a
target-by-target basis.
Concurrently with the execution of the Ionis Collaboration Agreement on 9 July 2021, we entered into a
share purchase agreement, or the Ionis Share Purchase Agreement, with Ionis, pursuant to which Ionis purchased
282,485 of our ordinary shares, or the Ionis Shares, at a price per share of $38.94, for an aggregate purchase price of
approximately $11.0 million. The Share Purchase Agreement also provided that, subject to limited exceptions, Ionis
could not sell any of the Ionis Shares until July 2022.
Genentech
On 21 February 2020, we entered into a Discovery Collaboration and License Agreement, or the
Genentech Collaboration Agreement, with Genentech, Inc., or Genentech. The collaboration is focused on the
discovery and development of Bicycle peptides directed to biological targets selected by Genentech and aimed at
developing up to four potential development candidates against multiple immuno-oncology targets suitable for
Genentech to advance into further development and commercialisation.
Under the terms of the Genentech Collaboration Agreement, we received a $30.0 million upfront, non-
refundable payment. The initial discovery and optimisation activities are focused on utilising our phage screening
technology to identify product candidates aimed at two immuno-oncology targets, or Genentech Collaboration
Programs, which may also include additional discovery and optimisation of Bicycle molecules as a targeting
element for each Genentech Collaboration Program, or each a Targeting Arm. Genentech also had the option to
nominate up to two additional immuno-oncology targets, or each an Expansion Option, which may also include an
additional Targeting Arm for each Expansion Option, as additional Genentech Collaboration Programs. Genentech
exercised the Expansion Options in October 2021 and June 2022, respectively. Genentech paid us an expansion fee
of $10.0 million for each Expansion Option. The agreement also included rights, under certain limited
circumstances, to select an alternative target to be the subject of a Genentech Collaboration Program, in some cases
subject to payment of an additional target selection fee.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
9
If Genentech elects for us to perform discovery and optimisation services for certain Targeting Arms, we
will be entitled to receive an additional advance payment for the additional research services. Genentech exercised
its right to select a Targeting Arm for one of the initial Genentech Collaboration Programs at the inception of the
arrangement and for the first Expansion Option in October 2021, which entitled us to additional payments of $1.0
million each. If a Targeting Arm achieves specified criteria in accordance with the research plan, Genentech will be
required to pay a further specified amount in the low single digit millions for each such Targeting Arm as
consideration for the additional services to be provided.
We granted to Genentech a non-exclusive research licence under our intellectual property solely to enable
Genentech to perform any activities under the agreement. The activities under the Genentech Collaboration
Agreement are governed by a joint research committee, or JRC, with representatives from each of Bicycle and
Genentech. The JRC will oversee, review and recommend direction of each Genentech Collaboration Program,
achievement of development criteria, and variations of or modifications to the research plans.
After we perform the initial discovery and optimisation activities in accordance with an agreed research
plan and achieves specified criteria, Genentech will have the option to have us perform initial pre-clinical
development and optimisation activities in exchange for an additional specified milestone payment in the mid-single
digit millions for each Genentech Collaboration Program, or the LSR Go Option. Upon completion of such initial
pre-clinical development and optimisation activities for each Genentech Collaboration Program, Genentech will
have the option to obtain an exclusive licence to exploit any compound developed under such Genentech
Collaboration Program in exchange for an additional specified payment in the mid to high single digit millions for
each of the initial two Genentech Collaboration Programs and each of the two Expansion Option Genentech
Collaboration Programs, or the Dev Go Option.
On a Genentech Collaboration Program by Genentech Collaboration Program basis, if Genentech elects to
obtain exclusive development and commercialisation rights and pays the applicable LSR Go Option and Dev Go
Option fees, Genentech will be required to make milestone payments to us upon the achievement of specified
development, regulatory, and initial commercialisation milestones for products arising from each collaboration
program, totalling up to $200.0 million. Specifically, we are eligible for additional development milestones totalling
up to $65.0 million, as well as regulatory milestones of up to $135.0 million for each collaboration program. In
addition, we are eligible to receive up to $200.0 million in sales milestone payments on a Genentech Collaboration
Program-by-Genentech Collaboration Program basis. In addition, to the extent any of the product candidates
covered by the licences conveyed to Genentech are commercialised, we would be entitled to receive tiered royalty
payments on net sales at percentages ranging from the mid-single to low double-digits, subject to certain standard
reductions and offsets. Royalties will be payable, on a product by product and country by country basis, until the
later of the expiration of specified licenced patents covering such product in such country, or ten years from first
commercial sale of such product in such country. In June 2023, Genentech terminated the collaboration activities for
one of the initial Genentech Collaboration Programs, and in January 2024, the joint research committee reached a
decision to discontinue research activities associated with one of the Expansion Option programs. In January 2025,
Genentech also provided us with a notice of termination for the second Expansion Option program, effective
March 2025.
Review of business performance and future developments
Since our inception, we have devoted substantially all of our resources to developing our Bicycle platform
and our product candidates including zelenectide pevedotin, BT5528 and BT7480, conducting research and
development of our product candidates and preclinical programs, raising capital and providing general and
administrative support for our operations. To date, we have financed our operations primarily with proceeds from
the sale of our ordinary shares, American Depositary Shares, or ADSs, non-voting ordinary shares and convertible
preferred shares; proceeds received from upfront payments, research and development payments, and development
milestone payments from our collaboration agreements; and borrowings pursuant to a loan and security agreement,
or the Loan Agreement, with Hercules Capital, Inc., or Hercules. From our inception in 2009 through 31 December
2024, we have received gross proceeds of $1.4 billion from the sale of ordinary shares, ADSs, non-voting ordinary
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
10
shares and convertible preferred shares; and $236.6 million of cash payments under our collaboration agreements,
including $45.3 million from Bayer, $53.0 million from Novartis, $47.7 million from Ionis and $56.0 million from
Genentech. We do not have any products approved for sale and have not generated any revenue from product sales.
Since our inception, we have incurred significant operating losses. Our ability to generate product revenue
sufficient to achieve profitability will depend on the successful development and eventual commercialisation of one
or more of our product candidates. Our net losses for the year ended 31 December 2024 were $182.7 million
(31 December 2023: $168.6 million) and we had net assets at book value of $788.4 million (31 December 2023:
$372.8 million). These losses have resulted primarily from costs incurred in connection with research and
development activities and general and administrative costs associated with our operations. We expect to continue to
incur significant expenses and increasing operating losses for the foreseeable future.
We anticipate that our expenses and capital requirements will increase substantially in connection with our
ongoing activities, particularly as we advance our product candidates into later-stage clinical trials and continue
preclinical activities and clinical trials for our pipeline programs and, if any product candidates are approved, pursue
the commercialisation of such product candidates by building internal sales and marketing capabilities. We expect
that our expenses and capital requirements will increase substantially if and as we:
•
continue our development of our product candidates, including conducting future clinical trials of
zelenectide pevedotin, BT5528 and BT7480;
•
seek to identify and develop additional product candidates, including expanding our pipeline of BRC
molecules;
•
develop the necessary processes, controls and manufacturing data to obtain marketing approval for our
product candidates and to support manufacturing to commercial scale;
•
develop, maintain, expand and protect our intellectual property portfolio;
•
seek marketing approvals for our product candidates that successfully complete clinical trials, if any;
•
hire and retain additional personnel, such as non-clinical, clinical, pharmacovigilance, quality
assurance, regulatory affairs, manufacturing, distribution, legal, compliance, medical affairs,
commercial and scientific personnel;
•
acquire or in-license other products and technologies;
•
expand our infrastructure and facilities to accommodate our growing employee base, including adding
equipment and infrastructure to support our research and development; and
•
add operational, financial and management information systems and personnel, including personnel to
support our research and development programs and any future commercialisation efforts.
We do not expect to generate revenue from product sales unless and until we successfully complete
development and obtain marketing approval for one or more of our product candidates, which we expect will take
many years and is subject to significant uncertainty. We have no commercial-scale manufacturing facilities of our
own, and all of our manufacturing activities have been and are planned to be contracted out to third parties.
Additionally, we currently utilise third-party CROs to carry out our clinical development activities. If we seek to
obtain marketing approval for any of our product candidates from which we obtain encouraging results in clinical
development, we expect to incur significant commercialisation expenses as we prepare for product sales, marketing,
manufacturing, and distribution.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
11
As a result, we will need substantial additional funding to support our continuing operations and pursue our
growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to
finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances,
charitable and governmental grants, monetisation transactions or licensing arrangements. We may be unable to raise
additional funds or enter into such other agreements or arrangements when needed on favourable terms, or at all. If
we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale
back, or discontinue the development and commercialisation of one or more of our product candidates. Because of
the numerous risks and uncertainties associated with product development, we are unable to predict the timing or
amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able
to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain
profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to
reduce or terminate our operations.
As of 31 December 2024, we had cash and cash equivalents of $879.5 million (31 December 2023: $526.4
million). We believe that our existing cash will enable us to fund our operating expenses and capital expenditure
requirements for the foreseeable future at least 12 months from the date of these financial statements.
Key performance indicators (‘KPIs’)
We do not consider traditional financial measures to be key performance indicators at this stage of
development of our business. However, management closely monitors our cash position and our research and
development expenses. In addition, we assess our performance through the clinical advancement of our programs.
During the year ended 31 December 2024, we achieved significant progress across our programs. In February 2024,
we announced that our Phase II/III registrational trial for zelenectide pevedotin, called Duravelo-2, was initiated and
commenced recruiting patients. In May 2024, we announced that the U.S. Food and Drug Administration, or FDA,
granted Fast Track Designation, or FTD, to BT5528 for the treatment of adult patients with previously treated,
locally advanced or metastatic urothelial cancer. In September 2024, we provided clinical updates from the ongoing
Phase I/II clinical trials for zelenectide pevedotin, BT5528 and BT7480. In October 2024, first human imaging data
for a BRC molecule targeting MT1-MMP was presented by the German Cancer Consortium, or DKTK, and we
presented preclinical data demonstrating the suitability of Bicycle molecules to delivery indium to tumours in vivo
due to their favourable properties. In December 2024, we announced data showing the enhanced anti-tumour activity
of zelenectide pevedotin monotherapy in breast cancer patients with NECTIN4 gene amplification and shared
topline monotherapy data for zelenectide pevedotin in non-small cell lung cancer patients with NECTIN4 gene
amplification, and that FTD has been granted to zelenectide pevedotin for the treatment of adult patients with
previously treated, NECTIN4 gene-amplified, advanced or metastatic triple-negative breast cancer and non-small
cell lung cancer. Finally, in January 2025, we announced updated topline results from the ongoing Phase I trial
evaluating zelenectide pevedotin in combination with pembrolizumab. We also received net proceeds of $544.1
million from a private placement in May 2024.
Financial risk management
The directors have concluded that the management of price risk and liquidity risk are not material for the
assessment of our assets, liabilities, financial position and loss.
Currency risk
We raise funds in U.S. dollars, and pay for goods and services in a variety of currencies but mainly the
British pound sterling and U.S. dollar. We mitigate this risk by also holding the majority of cash in these two
currencies. We currently do not use derivatives to manage this risk.
Cash flow
We finance our operations primarily with proceeds from the sale of our ADSs and non-voting ordinary
shares, proceeds received from upfront payments, research and development payments, and development milestone
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
12
payments from our collaboration agreements. The Board monitors the level of cash and cash equivalents on a
regular basis and cash is placed in interest-bearing accounts and money market funds to earn a return whilst enabling
the cash to be available to meet our day-to-day needs.
Credit Risk
We have cash and, from time to time, receivables, from both our operating and financing activities. We
ensure that invoices are raised when performance conditions are met and that the payment terms with the customer
are adhered to. Cash is maintained in accounts of reputable financial institutions with high quality credit ratings.
Aggregation risk is mitigated as the cash is maintained in accounts of multiple financial institutions and in money
market funds that are primarily invested in U.S. Treasury securities that are backed by the U.S. government.
Environmental matters
Our activities have minimal environmental impact as we do not have an internal manufacturing facility and
the emissions from our office and laboratory sites in the U.K. and the U.S. are not considered significant. We
comply with all applicable environmental laws and regulations and currently do not consider us to have a significant
environmental footprint due to the size and nature of our operations.
Following listing of the Parent Company’s ADSs on NASDAQ in May 2019, we are required under
English law to measure and report our greenhouse gas emissions in accordance with the provisions of the
Regulations. The sources of emissions relate solely to the electricity and gas purchased by our premises in the U.K.
and U.S., the costs of which are included within these consolidated financial statements. These include the purchase
of electricity, heat, steam or cooling. Standard emissions factors from Defra’s GHG Conversion Factor Repository
were applied to estimate emissions. We consider that the intensity ratio of tonnes of carbon dioxide per full-time
equivalent employee is a suitable metric for our operations. The annual quantity of emissions for us for the year
ended 31 December 2024 was 878 tonnes (year ended 31 December 2023: 694 tonnes) with an intensity ratio of 3.0
tonnes (2023: 2.6 tonnes) based on the average number of employees in the year of 292 (2023: 266), as determined
based on our electricity and gas consumption provided by our suppliers as converted to emissions by publicly
available emission converters. Approximately 75% (2023: 50%) of these emissions were in the U.K. Our estimated
electricity usage for the year is 2,272,000 kWh (2023: 2,393,000 kWh). We, in preparing these details, consider
ways to minimise indirect areas of emissions and where practical enable remote working and also promote online
conferencing facilities to reduce business travel. These are all Scope 2 emissions which are indirect emissions
related to the generation of the electricity consumed and purchased by us. We have used the most recent evidence or
estimates provided by our energy supply partners to generate our disclosure of emissions for the period. Scope 1
emissions are direct emissions produced from the activities owned or controlled by us. We do not record these and
consider these insignificant. We have elected not to include the voluntary disclosure for Scope 3 emissions.
Employee, social, community and human rights matters
We place considerable value on the involvement of our employees. Regular meetings are held with
employees to discuss the operations and progress of the business and employees are encouraged to become involved
in our success through equity incentive schemes (see note 11 to the financial statements).
We believe our employees are our most valuable assets and are key to achieving our goals. We focus our
efforts on attracting and retaining a diverse, high-performing workforce through offering competitive and fair
compensation packages that are based on robust industry market data. Our total compensation package includes
competitive base pay, annual bonus, equity participation, and a broad range of benefits, including retirement
planning, healthcare and insurance benefits, paid time off, enhanced paid family and medical leave, flexible
working, and various health and wellness programs. We also run recognition programs that highlight employees
who exhibit exceptional performance and demonstrate our company values. Our compensation programs are
designed to be equitable and fair, and we routinely analyse data to ensure that our programs are administered in a
fair and equitable way.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
13
We maintain and operate pursuant to a Code of Conduct and Business Ethics. This sets out our approach to
maintain our corporate values throughout our global business. We also have anti-corruption and anti-bribery
policies. The Code of Conduct and Business Ethics and anti-corruption and anti-bribery policies apply to all
employees and certain designated consultants, who are required to comply with these policies.
We invest heavily in our employees’ personal and professional development. We offer a vast array of
learning and development opportunities including online and classroom training and learning, technical training,
mentoring and coaching programs, training academies and management and leadership development programs.
We are committed to developing the next generation of talent and have active internship partnerships with
local universities in both the U.S. and U.K.
We endeavour to impact positively on the community in which we operate. We do not, at present, have a
specific policy on human rights. However, we have several policies that promote the principles of human rights. We
will respect the human rights of all our employees, including:
•
providing safe, clean working environment;
•
providing a workplace that is free from discrimination and coercion;
•
not using child or forced labour; and
•
respecting the rights of privacy and protecting access and use of employee personal information.
We also have a policy on equal opportunities and on anti-bullying and harassment.
We are fully committed to the elimination of unlawful and unfair discrimination and values the differences
that a diverse workforce brings to the organisation. We endeavour to not discriminate because of age, disability,
gender reassignment, marriage and civil partnership, pregnancy and maternity, race (which includes colour,
nationality and ethnic or national origins), religion or belief, sex or sexual orientation.
We believe a diverse workforce is critical to our success and we are fundamentally committed to creating
and maintaining a work environment in which employees are treated fairly, with dignity, decency, respect and in
accordance with all applicable laws. We understand that varied perspectives lead to the best ideas and outcomes. We
believe that by creating a workplace where every individual can feel welcome and valued, we will be better able to
achieve our corporate objectives. All employees must adhere to the Code of Business Conduct and Ethics and our
employee handbook, which combined, define standards for appropriate behaviour and all employees are annually
trained to help prevent, identify, report, and stop any type of discrimination and harassment.
We have formed a cross-functional Diversity, Equity and Inclusion, or DEI, employee network that
continues to work with Human Resources and our leadership to develop the DEI strategy.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
14
Employee gender diversity
Our processes in recruitment, hiring, development, training, compensation, and advancement are based on
qualifications, performance, skills, and experience. Without regard to gender, race or ethnicity. A breakdown of
employment statistics as of 31 December 2023 and 2024 is as follows:
31 December 2023 (Number of Directors and Employees)
Position
Male Female Total
Directors
5
2
7
Key Management
6
1
7
Vice President/Director
45
46
91
Other Employees
70
115
185
Total Directors and Employees
126
164
290
31 December 2024 (Number of Directors and Employees)
Position
Male Female Total
Directors
7
1
8
Key Management
6
2
8
Vice President/Director
53
60
113
Other Employees
71
112
183
Total Directors and Employees
137
175
312
Notes: Directors are directors of the Parent Company; For 2023, key management includes the Chief Financial
Officer, Chief Scientific Officer, Chief Business Officer, Chief Operating Officer, Chief Technology Officer, Chief
Development Officer and Chief Legal Officer and General Counsel; For 2024, key management includes the Chief
Financial Officer, Chief Business Officer, Chief Operating Officer, Chief Technology Officer, Chief Development
Officer, Chief Product and Supply Chain Officer, Chief Strategy Officer and Head of Commercial, and Chief Legal
Officer and General Counsel. In both 2023 and 2024, the Chief Executive Officer was a director of the Parent
Company and, accordingly, was included in the Directors totals above. The increase in the number of employees
year over year is primarily related to expanded operations to support the continued progress of the Company’s
pipeline.
Principal risks and uncertainties
Financial
We are a clinical-stage pharmaceutical company. We have not commercialised any products or generated
any revenues from the sale of products, and absent the realisation of sufficient revenues from product sales, we may
never attain profitability in the future. We have a history of significant operating losses (year ended
31 December 2024: $258.6 million; year ended 31 December 2023: $201.3 million) and we do not expect to
generate revenue or profitability that is necessary to finance our operations in the short-term. We have devoted
substantially all of our financial resources and efforts to research and development, including preclinical studies and
our clinical trials. Our ability to become and remain profitable depends on our ability to generate revenue.
Generating product revenue will depend on our or any of our collaborators’ ability to obtain marketing approval for,
and successfully commercialise, one or more of our product candidates. Our failure to become and remain profitable
could depress the market price of our ADSs and could impair our ability to raise capital, expand our business or
continue our operations.
Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a very
time-consuming, expensive and uncertain process that takes years to complete. We will be required to expend
significant funds in order to advance the development of the product candidates in our pipeline, as well as any other
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
15
product candidates we may seek to develop. Furthermore, inflation rates, particularly in the United States and the
United Kingdom, have increased recently to levels not seen in decades. Increased inflation may result in increased
operating costs (including labour costs) and may affect our operating budgets. In addition, the U.S. Federal Reserve
has raised, and may further raise, interest rates in response to concerns about inflation. Increases in interest rates,
especially if coupled with reduced government spending and volatility in financial markets and the global banking
system, may further increase economic uncertainty and heighten these risks. We cannot be certain that additional
funding will be available on acceptable terms, or at all. Our failure to raise funding as and when needed would have
a negative impact on our financial condition and our ability to pursue our business strategy. There is a risk that
should we fail to obtain additional funding on the terms or timescales we require, we may be forced to delay, reduce
or eliminate our research and development programs or any future commercialisation efforts.
Clinical
Our product candidates will need to undergo preclinical and clinical trials that are time consuming,
expensive and can be subject to extensive delays. We may not be able to identify, recruit and enrol a sufficient
number of patients, or those with the required or desired characteristics, to complete our clinical trials in a timely
manner. Our product candidates may cause undesirable side effects or have other properties when used alone or in
combination with other approved products or investigational new drugs that could halt their clinical development
and/or prevent their marketing approval and/or limit their commercial potential. The timeline for recruiting patients,
conducting trials and obtaining regulatory approval of our product candidates may be delayed, which could result in
increased costs, delays in advancing our product candidates, delays in testing the effectiveness of our product
candidates or termination of the clinical trials altogether. The outcome of preclinical studies and early clinical trials
may not be predictive of the success of later clinical trials, and preliminary or interim results of clinical trials do not
necessarily predict success in the results of completed clinical trials. Preclinical and clinical data are often
susceptible to varying interpretations and analyses and there is no certainty that the results obtained in clinical trials
of our existing clinical candidates will be sufficient to enable progression of those candidates through clinical
development or the obtaining of regulatory approval or marketing authorisation. If we fail to receive positive results
in clinical trials of our product candidates, the development timeline and regulatory approval and commercialisation
prospects for our most advanced product candidates, and, correspondingly, our business and financial prospects,
would be negatively impacted.
Manufacturing
We do not own or operate manufacturing facilities for the production of clinical or commercial supplies of
the product candidates that we are developing or evaluating. We rely on third parties, including those located in
China, for supply of our product candidates, and our strategy is to outsource all manufacturing of our product
candidates and products to third parties. For any activities conducted in China, we are exposed to the increased
possibility of supply disruptions and higher costs in the event of changes in the policies of the U.S. or Chinese
governments, political unrest or unstable economic conditions including sanctions on China or any of our China-
based suppliers.
In order to conduct clinical trials of product candidates, we will need to have them manufactured in
potentially large quantities. Our third-party manufacturers may be unable to successfully increase the manufacturing
capacity for any of our product candidates in a timely or cost-effective manner, or at all. In addition, quality issues
may arise during scale-up activities and at other times. Our use of new third-party manufacturers increases the risk
of delays in production or insufficient supplies of our product candidates as we transfer our manufacturing
technology to these manufacturers and as they gain experience manufacturing our product candidates. Even after a
third party manufacturer has gained significant experience in manufacturing our product candidates or even if we
believe we have succeeded in optimising the manufacturing process, there can be no assurance that such
manufacturer will produce sufficient quantities of our product candidates in a timely manner or continuously over
time, or at all. We may be delayed if we need to change the manufacturing process used by a third party,
subsequently resulting in further delays if the FDA or a comparable foreign authority needs to review the new
manufacturing process before it may be used. While we have engaged several third-party vendors to provide clinical
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
16
and non-clinical supplies and fill-finish services, we do not currently have any agreements with third party
manufacturers for long-term commercial supplies. Even if we are able to establish and maintain arrangements with
third-party manufacturers, reliance on third-party manufacturers entails risks, including the reliance on third parties
for manufacturing process development, regulatory compliance and quality assurance, limitations on supply
availability resulting from capacity and scheduling constraints of third parties, the possible breach of manufacturing
agreements by third parties because of factors beyond our control and the possible termination or non-renewal of the
manufacturing agreement by the third party at a time that is costly or inconvenient to us.
Third parties
For certain product candidates, we depend, or will depend, on our development and commercial
collaborators to develop and conduct clinical trials with, obtain regulatory approvals for, and if approved, market
and sell product candidates. If such collaborators fail to perform as expected the potential for us to generate future
revenue from such product candidates would be significantly reduced and our business would be harmed. We cannot
provide assurance that our collaborators will be successful or that they will devote sufficient resources to the
development or commercialisation of the products. If our current or future collaboration and commercialisation
partners do not perform in the manner we expect or fail to fulfil their responsibilities in a timely manner, or at all, if
our agreements with them terminate or if the quality or accuracy of the clinical data they obtain is compromised, the
clinical development, regulatory approval and commercialisation efforts related to their and our product candidates
and products could be delayed or terminated and it could become necessary for us to assume the responsibility at our
own expense for the clinical development of such product candidates.
We rely on third parties, including independent clinical investigators and CROs to conduct and sponsor
some of the clinical trials of our product candidates. Any failure by a third party to meet its obligations with respect
to the clinical development of our product candidates may delay or impair our ability to obtain regulatory approval
for our product candidates.
Commercialisation
We are substantially dependent on the success of our internal development programs and of our product
candidates from our BTC and Bicycle TICA programs which may not successfully complete clinical trials, receive
regulatory approval or be successfully commercialised. In addition, we are at a very early stage in our development
efforts and our product candidates represent a new category of medicines and may be subject to heightened
regulatory scrutiny until they are established as a therapeutic modality. Our clinical trials may not be conducted as
planned or completed on schedule, if at all and, even if completed on schedule, there remains no guarantee that the
results seen in any clinical trials will be sufficient to progress to the next stage of any clinical approval or ultimately
to the obtaining of a marketing approval for any of our programs.
Our estimates of the potential patient population which can be treated may be inaccurate affecting the
amount of revenue obtainable for any product. Likewise, the amount of revenue that can be obtained in relation to
our programs may be impacted by the nature of pricing reimbursement coverage or schemes available or in place in
any specific country and the continuation of such coverage and schemes. If reimbursement is not available, or is
available only at limited levels, we may not be able to successfully commercialise our product candidates, even if
approved. We currently have limited marketing, sales or distribution capabilities and have limited sales or marketing
experience within our organisation. If one or more of our product candidates is approved, we intend either to build
our sales and marketing organisation with technical expertise and supporting distribution capabilities to
commercialise that product candidate, or to outsource this function to a third party. There are risks involved with
either building our own sales and marketing capabilities and entering into arrangements with third parties to perform
these services. Even if we are successful in obtaining regulatory approval, the commercial success of our product
candidates will depend upon the degree of market acceptance by physicians, patients, payors and others in the
medical community.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
17
In addition, we face significant competition, and our competitors may develop and market products that are
more effective, safer or less expensive than our product candidates, which may negatively impact our commercial
opportunities.
Regulation
Our product candidates are highly regulated and the regulatory process is lengthy, time-consuming and
expensive. We may experience significant delays in obtaining regulatory approval or be required to make changes to
our clinical programmes or product candidates by regulatory authorities. Even if we do receive regulatory approval
to market our product candidates, any such approval may be subject to limitations on the indicated uses or patient
populations for which we may market the product. If we are successful in obtaining regulatory approvals in one
country, this does not mean that we will be successful in other countries and further clinical programmes may be
required to obtain required regulatory approvals in such other countries. In addition, failure to successfully validate,
develop and obtain regulatory approvals for companion diagnostics could harm our drug development strategy.
Should we obtain marketing approvals for any current or future product candidates we will be subject to
ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense
and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated
problems with our products. Changes in regulations, statutes or the interpretation of existing regulations could also
impact our business in the future. Any failure to comply with regulatory requirements at any stage in the
development of our product candidates could result, among other things, in restrictions on the labelling, distribution,
marketing or manufacturing of the product, suspension or withdrawal of marketing approvals and fines, restitution
or disgorgement of profits or revenues. We are also subject to regulation as a company both in the U.K. and the U.S.
including in relation to anti-bribery and other anti-corruption laws, as well as export control laws, import and
customs laws, trade and economic sanctions laws and other laws governing our operations. In addition, because we
have a U.S. subsidiary and substantial operations in the U.S., we are subject to U.S. laws that regulate non-U.S.
investments in U.S. businesses and access by non-U.S. persons to technology developed and produced in the U.S.
We are also subject to numerous environmental, health and safety laws and regulations.
Litigation
The use of our product candidates in clinical trials and the sale of any products for which we obtain
marketing approval expose us to the risk of product liability claims from patients, healthcare providers,
pharmaceutical companies and others. We believe our product liability insurance coverage is sufficient in light of
our current commercial and clinical programs; however, we may not be able to maintain insurance coverage at a
reasonable cost or in sufficient amounts to protect us against losses due to liability.
From time to time, we may become involved in various legal proceedings and claims, either asserted or
unasserted, which arise in the ordinary course of business. We are not currently subject to any material legal
proceedings.
Intellectual Property
Our ability to compete effectively depends, in part, on our ability to maintain the proprietary nature of our
technology and manufacturing processes. We rely on research, manufacturing and other know-how, patents, trade
secrets, licence agreements and contractual provisions to establish our intellectual property rights and protect our
products and product candidates. We may become involved in lawsuits to protect or enforce our patents and other
intellectual property rights, which could be expensive, time-consuming and unsuccessful. Even if they are
unchallenged, our patents and patent applications may not provide us with any meaningful protection or prevent
competitors from designing around our patent claims by developing similar or alternative technologies or
therapeutics in a non-infringing manner. Third parties may claim that our activities or products infringe upon their
intellectual property which will adversely affect our operations and prove costly and time-consuming to defend
against and could ultimately prevent or delay us from developing or commercialising our product candidates.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
18
Further, our products may infringe the intellectual property rights of others and we may be unable to secure
necessary licences to enable us to continue to manufacture or sell our products. We may also be subject to claims
that former employees, collaborators or other third parties have an ownership interest in our patents or other
intellectual property.
Cybersecurity
Cyber-attacks, other failures in or interruptions of, or other compromise to our information technology
systems, or those of third parties with whom we work, or our data could result adverse consequences that materially
affect our business, including without limitation, regulatory investigations or actions, litigation, fines and penalties,
information theft, data corruption, harm to our reputation and brand, significant disruption of our business
operations and other adverse consequences. We utilise information technology, systems and networks to process,
transmit and store electronic information in connection with our business activities. As the use of digital
technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorised access to
computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the
security of our systems and networks, the confidentiality and the availability and integrity of our data. Similarly,
there can be no assurance that our collaborators, CROs, third-party logistics providers, distributors and other
contractors and consultants will be successful in protecting our clinical and other data that is stored on their systems.
Any cyber-attack or destruction or loss of data could have material effects on our business and prospects. In
addition, we may suffer reputational harm or face litigation or adverse regulatory action as a result of cyber-attacks
or other data security breaches and may incur significant additional expense to respond appropriately to such
breaches and to implement further data protection measures.
In addition, as social media continues to expand, it also presents us with new risks and challenges. Social
media is increasingly being used to communicate information about us, our programs and the diseases our
therapeutics are being developed to treat. Social media practices in the pharmaceutical and biotechnology industries
are evolving, which creates uncertainty and risk of noncompliance with regulations applicable to our business.
Further, the accidental or intentional disclosure of non-public information by our workforce or others through social
media channels could lead to information loss and there is a risk of inappropriate disclosure of sensitive information
or negative or inaccurate posts or comments about us, our products, or our product candidates on any social media
platform. We may not be able to reverse damage to our reputation from negative publicity or adverse information
posted on social media platforms or similar mediums. If any of these events were to occur or we otherwise fail to
comply with application regulations, we could incur liability, face restrictive regulatory actions or incur other harm
to our business including quick and irreversible damage to our reputation, brand image and goodwill.
Additionally, artificial intelligence, or AI, based platforms are increasingly being used in the
pharmaceutical industry. While we have undertaken measures to restrict the internal use of public AI platforms, their
use by people, including our vendors, suppliers and contractors, with access to our proprietary and confidential
information, including trade secrets, may continue to increase and may lead to the release of such information,
which may negatively impact us, including our ability to realise the benefit of our intellectual property.
Employees
We are highly dependent on principal members of our executive team and key employees. The loss of the
services of one or more of our executive team and key employees might impede the achievement of our research,
development and commercialisation objectives. Furthermore, replacing executive officers or other key employees
may be difficult and may take extended time because of the limited number of individuals in our industry with the
breadth of skills and experience required to develop, gain marketing approval of and commercialise products
successfully.
Our focus on the development of our product candidates requires us to optimise cash utilisation and to
manage and operate our business in a highly efficient manner. We cannot provide assurance that we will be able to
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
19
hire or retain adequate staffing levels to develop our product candidates or run our operations or to accomplish all of
our objectives.
Brexit and the Regulatory Framework in the United Kingdom
Following Brexit, the U.K. and the EU signed a EU-U.K. Trade and Cooperation Agreement, or TCA,
which became provisionally applicable on 1 January 2021, and entered into force on 1 May 2021. The TCA
primarily focuses on ensuring free trade between the EU and the U.K. in relation to goods, including medicinal
products. Among the changes that have occurred are that the U.K. is treated as a “third country,” a country that is
not a member of the EU and whose citizens do not enjoy the EU right to free movement. Northern Ireland continues
to follow certain limited EU regulatory rules, including in relation to medical devices, but not in relation to
medicinal products. As part of the TCA, the EU and the U.K. recognize GMP inspections carried out by the other
party and the acceptance of official GMP documents issued by the other party. The TCA also encourages, although
it does not oblige, the parties to consult one another on proposals to introduce significant changes to technical
regulations or inspection procedures. Among the areas of absence of mutual recognition are batch testing and batch
release. The U.K. has unilaterally agreed to accept EU batch testing and batch release. However, the EU continues to
apply EU laws that require batch testing and batch release to take place in the EU territory. This means that
medicinal products that are tested and released in the U.K. must be retested and re-released when entering the EU
market for commercial use.
On 27 February 2023, the U.K. government and the European Commission reached a political agreement
on the so-called “Windsor Framework.” The Windsor Framework is intended to revise the Northern Ireland Protocol
to address some of the perceived shortcomings in its operation. The agreement was adopted at the Withdrawal
Agreement Joint Committee on 24 March 2023, and the arrangements under the Windsor Framework relating to
medicinal products took effect on 1 January 2025. As it relates to marketing authorisations, the U.K. has a separate
regulatory submission process, approval process and a separate national marketing authorisation. Northern Ireland
continued, until 1 January 2025, to be covered by the marketing authorisations granted by the European Commission
but the Windsor Framework provides that the MHRA is the sole regulatory body responsible for granting marketing
authorisations for Northern Ireland as of 1 January 2025.
A significant proportion of the regulatory framework in the U.K. applicable to medicinal products is
currently derived from EU Directives and Regulations. The potential for U.K. legislation to diverge from EU
legislation following Brexit could materially impact the regulatory regime with respect to the development,
manufacture, import, approval, and commercialisation of our product candidates in the U.K. or the EU. If we are
slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies
governing clinical trials, our development plans may be impacted.
All of these changes could increase our costs and otherwise adversely affect our business. Any delay in
obtaining, or an inability to obtain, any regulatory approvals, as a result of Brexit or otherwise, would prevent us
from commercialising our product candidates in the U.K. or the EU and restrict our ability to generate revenue and
achieve and sustain profitability. In addition, we may be required to pay taxes or duties or be subjected to other
hurdles in connection with the importation of our product candidates into the EU. If any of these outcomes occur, we
may be forced to restrict or delay efforts to seek regulatory approval in the U.K. or the EU for our product
candidates, or incur significant additional expenses to operate our business, which could significantly and materially
harm or delay our ability to generate revenues or achieve profitability of our business. Any further changes in
international trade, tariff and import/export regulations as a result of Brexit or otherwise may impose unexpected
duty costs or other non-tariff barriers on us. These developments, or the perception that any of them could occur,
may significantly reduce global trade and, in particular, trade between the impacted nations and the U.K. It is also
possible that Brexit may negatively affect our ability to attract and retain employees, particularly those from the EU.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
20
Section 172 Statement
This statement aligns to the section 172 statement requirements contained in section 414CZA of the
Companies Act 2006 (the “Companies Act”). This statement focuses on how the directors of the Parent Company
have had regard during the year to the matters set out in section 172(1)(a) to (f) of the Companies Act when
performing their duties by incorporating information from other areas of the Annual Report to avoid unnecessary
duplication. The Board considers that the statement focuses on those risks and opportunities that were of strategic
importance to the Parent Company consistent with the size and complexity of the Company.
In the performance of its duty to promote the success of the Parent Company for the benefit of its members
as a whole, the Board has regard to a number of matters, including listening to and considering the views of
shareholders and holders of ADSs representing the Parent Company’s ordinary shares and the Parent Company’s
other key stakeholders to build trust and ensure it fully understands the potential impacts of the decisions it makes
for our stakeholders, the environment and the communities in which the Parent Company operates. Further details
are set out below under “Stakeholder Engagement”.
The Directors are aware of their duty under s172 of the Companies Act 2006 to act in the way which they
consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members
as a whole and, in doing so, to have regard (amongst other matters) to:
•
the likely consequences of any decision in the long-term;
•
the interests of the Company’s employees;
•
the need to foster the Company’s business relationships with suppliers, customers and others;
•
the impact of the Company’s operations on the community and the environment;
•
the desirability of the Company maintaining a reputation for high standards of business conduct; and
•
the need to act fairly as between members of the Company.
The governance framework within which the Board operates is set out in the corporate governance
guidelines adopted by the Board, a copy of which is available in the Investors section on the Company’s website. In
addition, the Parent Company maintains and operates pursuant to a Code of Conduct and Business Ethics which sets
out the Company’s approach to maintain our corporate values throughout our global business.
The Board fosters effective stakeholder relationships in order to align with our strategy and is responsible
for seeing meaningful engagement with stakeholders. The Board’s endeavours to implement various mechanisms to
enable management and the Board to understand and consider stakeholder views as part of their oversight and
decision making. Throughout the year, the Directors recognised their responsibility to act in good faith to promote
the success of the Parent Company for the benefit of its members as a whole, while also considering the impact of
their decisions on wider stakeholders and other factors relevant to the decision being made. Clear communication
and proactive engagement to understand the issues and factors which are most important to stakeholders is
fundamental to this. The Board acknowledges that every decision made will not necessarily result in a positive
outcome for all stakeholders. By considering our corporate values, together with our strategic priorities, the Board
aims to make decisions that are consistent and intended to promote the Parent Company’s long-term success.
Stakeholder Engagement
Our key stakeholders include our workforce, suppliers, lenders, investors and our wider communities. We
actively engage with, and listen to, our stakeholders to understand their views, seek opportunities to learn and
improve.
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
21
We are committed to effective engagement with all of our stakeholders. Our success depends on this
engagement. Direct engagement by the Board with its stakeholders, where possible, enables the Directors to deepen
their understanding of how our purpose, values and strategy are embedded across the organisation globally. Where
direct engagement is not possible, engagement takes place at the operational level, and the Directors are kept fully
informed by senior management of all matters on a regular basis for use in the Board’s decision-making.
Stakeholder Group
Why we engage
Engagement and influence on
decision making
More information
Our Workforce
We believe that our people
are our most important and
valuable asset. Successful
performance can be
delivered only through a
high level of engagement
where our people share the
Bicycle vision and values
and feel supported by our
culture and Code of
Conduct and Business
Ethics. Maintaining a
content and engaged
workforce is key to attract
and retain top talent.
The Board and senior
management are committed to
enhancing engagement with
employees at all levels to
ensure we communicate
information on decisions
taken, emerging
developments, innovations and
future growth of the business.
The Board recognises the
importance of using a variety
of communication platforms
and activities to maximise
employee engagement. While
the Board cannot directly
consult with employees on all
decisions it makes, it apprises
itself of their opinions in a
variety of ways. An example
of this includes obtaining
feedback through regular
employee focus groups and
opinion surveys which provide
the Board with honest
feedback that the Board uses
to inform and drive business
improvements.
The Board understands that
any decisions it makes may
impact employees’
performance, engagement and
work satisfaction. The Board
is mindful that any decisions it
makes, as well as the manner
in which they are made, will
inform the culture of the
business. The Board seeks to
lead by example in order to
ensure that high standards of
business conduct are
maintained by its employees.
Strategic report
— Business overview
(page 2)
— Our strategy (page 4)
— Employee, social,
community and
human rights matters
(page 12)
— Employee gender
diversity (page 14)
Remuneration report
— Statement from the
Chair of the
Compensation
Committee (page 26)
— Employment
conditions (page 39)
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
22
Stakeholder Group
Why we engage
Engagement and influence on
decision making
More information
Our Collaboration
Partners
We are focused on building
deep, long-term
relationships with our
collaboration partners
which we ultimately
believe is the key to the
success of these
partnerships.
We work closely with our key
collaborators, including Bayer,
Novartis, Ionis and Genentech,
in accordance with the terms
of its agreements with them.
The Board receives regular
feedback from management on
the progress of the
collaborations and encourages
the management to focus on
building long term
relationships with our
collaboration partners.
The Board is responsible for
approving material business
transactions and any key
strategic changes. Prior to
making such decisions the
Board considers the potential
impact on its collaboration
partners.
Strategic report
— Business overview
(page 2)
— Our strategy (page 4)
— Our collaborations
(page 5)
— Principal risks and
uncertainties (page
14)
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
23
Stakeholder Group
Why we engage
Engagement and influence on
decision making
More information
Our Suppliers
We recognise the
importance of establishing
and building strong
working relationships with
all our suppliers.
Working sustainably,
respecting human rights,
and operating with the
highest standards of ethical
conduct and professional
integrity improve long-term
business performance. We
are dedicated to these
values and require our
suppliers to share our
commitment.
The Board approves and
implements policies based on
ethical and legal minimum
standards, which it requires
the business to adhere to when
engaging suppliers. As we
continue to progress in our
size and stage of development,
we intend to continue to
implement procedures to
ensure that our key suppliers
also commit to these
standards, including in relation
to anti-bribery and corruption,
anti-money laundering, human
rights and modern slavery and
various other matters.
We engage with our key
business partners, including
third party manufacturers and
suppliers, independent clinical
investigators and CROs, to
ensure that they all have
appropriate standards and
policies in place, are
financially robust and capable
of delivering their services.
Strategic report
— Business overview
(page 2)
— Our strategy (page 4)
— Our collaborations
(page 5)
— Principal risks and
uncertainties (page
14)
— Manufacturing / Third
Parties /
Commercialisation
(page 15)
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
24
Stakeholder Group
Why we engage
Engagement and influence on
decision making
More information
Our Investors
We are a public company
with ADSs listed on
NASDAQ. Without our
investors, we cannot grow
or invest for future success.
We engage with existing
and potential investors to
ensure that we provide
sufficient, meaningful and
relevant information which
they can use to make
informed investment
decisions.
We strictly adhere to
market regulations and
regularly consult our
advisors to ensure we are in
compliance with such
regulations at all times.
Our Board and senior
management have regular
interaction with investors, to
understand their interests and
any concerns they may have.
This feeds into the Board’s
strategic discussions and
opportunities, ensuring
alignment over strategy,
operational performance,
remuneration policy, capital
structure and future
expectations of our investors.
Examples of investor
engagement by the Board and
senior management includes
Board attendance at the
Annual General Meeting,
NASDAQ announcements and
press releases, Board
attendance at conferences,
regular reports from the
Investor Relations
Strategic report
— Business overview
(page 2)
Remuneration report
— Shareholder views
(page 39)
Bicycle website
— Corporate Governance
Guidelines
team, direct engagement with
investors in relation to
remuneration policy,
communications such as
quarterly trading results,
annual reports and notices of
general meetings, and making
available detailed information
about Bicycle and matters of
interest to investors on our
website
Our Wider
Communities
Our global operations are
an important part of the
communities in which they
are located. We have
environmental
responsibilities to the world
in which we live, and
societal responsibilities to
the communities where we
live, work and operate.
It is important to the Board
that the Group gives back to
the communities in which it
operates. The Board considers
these communities in
determining the corporate
culture it wishes to promote.
We endeavour to have a
positive impact on the
community in which it
operates and aim to provide a
safe, clean working
environment for employees.
Strategic report
— Environmental
matters (page 12)
Bicycle Therapeutics plc
year ended 31 December 2024
Strategic Report (continued)
25
Below are examples of how the Board took into consideration its stakeholders’ interests when making
principal decisions during the year.
Duravelo-2 Initiation
In February 2024, we announced that our Phase II/III Duravelo-2 registrational trial for zelenectide
pevedotin in metastatic urothelial cancer was active and recruiting patients, providing multiple opportunities for
potential accelerated approval.
Private Placement
In May 2024, we entered into a securities purchase agreement with various investors pursuant to which we
sold 6,764,705 ADSs, representing the same number of ordinary shares, nominal value £0.01 per share, and
19,169,001 non-voting ordinary shares, nominal value £0.01 per share, each at a purchase price equal to $21.42 per
share. The transaction resulted in gross proceeds of $555.5 million.
Announcement of First Human Imaging Data for BRCs and Outline of Radiopharmaceutical Strategy
In October 2024, we announced the presentation of the first human imaging data validating the potential of
MT1-MMP as a novel target in the treatment of cancer and demonstrating the positive properties of BRC molecules
for radiopharmaceutical use, as well as preclinical data demonstrating optimised BRC radioisotope delivery.
Announcement of NECTIN4 Gene Amplification Strategy
In December 2024, we announced the presentation of data showing the enhanced anti-tumour activity of
zelenectide pevedotin monotherapy in breast cancer patients with NECTIN4 gene amplification as well as topline
zelenectide pevedotin monotherapy data in non-small cell lung cancer patients with NECTIN4 gene amplification.
We also announced our plans to advance our development strategy leveraging NECTIN4 gene amplification, with
Phase I/II trials in breast cancer, lung-cancer and multiple tumour types planned for 2025.
Cash and cash equivalents
Having sufficient cash and cash equivalents to fund our future plans is essential. The Board regularly
monitors our cash and cash equivalents balance and cash flows. As of 31 December 2024, we had cash and cash
equivalents of $879.5 million.
In considering our cash flows, the Board considered the interests of its stakeholders, and in particular, its
investors, collaborators and employees to enable us to advance our clinical and pre-clinical oncology pipeline.
This report was approved by the board of directors on 4 April 2025 and signed on its behalf by:
Kevin Lee
Director
17 April 2025
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report
26
Annual Statement from the Chair of the Compensation Committee
Dear Shareholders,
As the Chair of the Compensation Committee (the “Committee”), I am pleased to present, on behalf of the
board of directors (the “Board”) of Bicycle Therapeutics plc (the “Parent Company” and, together with its
subsidiaries, the “Company”, “Bicycle”, “our”, “we” or “us”), the Directors’ Remuneration Report for the year
ended 31 December 2024 (the “Remuneration Report”), which is the Company’s sixth such report following the
Parent Company’s initial public offering (the “IPO”) and listing on The Nasdaq Stock Market (“NASDAQ”) on
23 May 2019.
The Remuneration Report will be subject to an advisory vote at the forthcoming Annual General Meeting
to be held on 17 June 2025 (the “AGM”). There are no other matters that the Parent Company requires approval for
under Chapter 4A of Part 10 of the Companies Act 2006. The Directors’ Remuneration Policy (the “Remuneration
Policy”) was approved by the shareholders at the Parent Company’s AGM on 13 June 2023. Following the IPO in
May 2019, this will be the Parent Company’s sixth AGM as a listed company.
Introduction
Our shareholders approved our Remuneration Policy at our AGM on 13 June 2023. We believe that our
approved Remuneration Policy provides an appropriate framework to meet our objectives to establish a broad range
of remuneration programs and policies that both compensate and incentivise directors and senior executives to
deliver growth in a long-term and sustainable manner, and that are aligned strategically with our shareholders to
appropriately position the Company as a global biopharmaceutical company.
As we move into 2025 and beyond, the Committee’s role will be to continue to ensure that directors and
senior executives are appropriately compensated and incentivised to deliver growth in a long-term and sustainable
manner, and to continue establishing remuneration programs that are grounded in market practice, effective at
driving proper executive behaviours, clearly link pay and performance and are cost-efficient overall to shareholders.
Key considerations that guided the establishment of our Remuneration Policy and which will guide its
implementation are described in more detail on page 28 of the Remuneration Report. The Remuneration Policy will
be renewed every three years (unless a revised policy is approved by the shareholders).
The global marketplace for talent
We are a pharmaceutical company headquartered in the U.K. and with operations in both the U.K. and the
U.S. Given that the market for experienced directors and pharmaceutical executive talent, particularly in the U.S., is
very competitive, the Committee references the U.S. market as the leading indicator for executive and director
remuneration levels and practices. This will help attract and retain directors and motivate the superior executive
talent needed to successfully manage the Company’s complex global operations. Being consistent in this market
view of the U.S. as the primary benchmark for remuneration practices for our Executive and Non-Executive
Directors is key for us as we build our global operations in a manner designed to deliver sustainable long-term
growth and shareholder value.
In taking any actions, the Committee is mindful of the general U.K. compensation framework, including
investor bodies’ guidance and the U.K. Corporate Governance Code, and has considered these when determining the
remuneration programs and policies where it believes they best serve the long-term interests of shareholders.
Pay for performance
We believe that a significant portion of the remuneration of our Executive Director should be based on
achieving objectives designed to create inherent value for us, and ultimately on achieving value creation for our
shareholders. In line with this belief, the compensation of our Executive Director includes short term incentives
based on corporate and personal goals. Similarly, all directors receive equity incentives designed to reward long-
term value creation for our shareholders.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
27
2024 remuneration outcome
As outlined above, a core principle of Bicycle’s Remuneration Policy is the link between pay and
performance. In the financial year 2024 (being the year ended 31 December 2024), the annual bonus paid to Kevin
Lee, our Chief Executive Officer (“CEO”), was determined by the Board following an assessment of the corporate
and personal objectives achieved in the year. Kevin Lee received a bonus of 132% of his target bonus, which
resulted in a total bonus pay out of 86% of salary earned for the financial year 2024. The bonus was paid in cash in
February 2025. This outcome was based on achievements versus goals in the following key areas: Clinical,
Research & Development and Collaborations and Corporate and Business Development. In considering the above
outcomes, the Committee assessed whether the outcomes reflected the underlying performance of the Company and
concluded that no discretionary adjustments were required, and no discretions were exercised in relation to any other
director’s remuneration. Please see the remainder of the Remuneration Report for additional detail on this bonus
outcome and the pay for performance linkage.
Kevin Lee also received two equity-based awards on 2 January 2024, being (i) an option grant over
155,000 ordinary shares with an exercise price of $18.08, and (ii) an RSU grant over 77,000 ordinary shares.
Some of the key highlights of the 2024 year included:
•
Initiation of the Phase II/III Duravelo-2 registrational trial for zelenectide pevedotin, formerly BT8009, in
metastatic urothelial cancer (“mUC”) in the first quarter of 2024;
•
Announcement of clinical updates for the ongoing Phase I/II clinical trials for zelenectide pevedotin,
BT5528 and BT7480;
•
Announcement of first human imaging data for a BRC molecule targeting MT1-MMP as well as preclinical
data demonstrating optimised BRC radioisotope delivery, and an outline of our strategy for leadership in
next-generation radiopharmaceuticals;
•
Announcement of our development strategy leveraging NECTIN4 gene amplification for zelenectide
pevedotin in breast cancer, lung cancer and multiple tumour types as well as results from post-hoc analyses
of late-line breast cancer and lung cancer patients showing enhanced anti-tumour activity of zelenectide
pevedotin monotherapy in patients with NECTIN4 gene amplification and/or polysomy;
•
Announcement of topline combination data for zelenectide pevedotin in combination with pembrolizumab
in first-line mUC; and
•
Successful private placement with net proceeds of approximately $544.1 million in May 2024.
Other than determining remuneration outcomes and making grants, the Committee made no major
decisions, and no significant changes were made, in relation to director remuneration during the financial year 2024.
Conclusion
The Committee believes the proposals put forth in this report will properly motivate our directors and
senior executives to deliver sustainable growth and shareholder value over the long term and do so in a responsible
and cost-efficient manner.
I hope that you find the information in this report helpful and I look forward to your support at our AGM.
Yours sincerely,
Janice Bourque
Chair of the Compensation Committee
17 April 2025
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
28
Remuneration Policy
This part of the Remuneration Report sets out the Remuneration Policy and has been prepared in
accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013, the Companies (Miscellaneous Reporting) Regulations 2018, and the Companies (Directors’
Remuneration Policy and Directors’ Remuneration Report) Regulations 2019.
The Remuneration Policy was approved by shareholders in a binding vote at the AGM on 13 June 2023 and
took effect from the date of approval and will continue to apply for a maximum period of three years (or until a
revised policy is approved by shareholders). The Remuneration Policy is unchanged this year, and as such is not
subject to a shareholder vote.
The scenario charts have been updated to reflect the intended application of the approved policy for the
2025 financial year and references to prior financial years have been updated where appropriate to aid
understanding. A copy of the shareholder-approved policy (including the scenario charts for the 2023 financial year)
is in the Annual Report and Financial Statements for the Year Ended 31 December 2022, which is available on the
Company’s website at https://investors.bicycletherapeutics.com/annual-reports.
Key considerations when determining the Remuneration Policy
The Committee designed the Remuneration Policy with a number of specific objectives in mind. The
Remuneration Policy should:
•
attract, retain and motivate high calibre senior management and focus them on the delivery of the
Company’s strategic and business objectives;
•
encourage a corporate culture that promotes the highest level of integrity, teamwork and ethical standards;
•
be competitive against appropriate market benchmarks (being predominantly the U.S. biotech sector) and
have a strong link to performance, providing the ability to earn above-market rewards for strong
performance;
•
be simple and understandable, both internally and externally;
•
encourage increased equity ownership to motivate executives in the overall interests of shareholders, the
Company, employees and customers; and
•
take due account of good governance and promote the long-term success of the Company.
In seeking to achieve the above objectives, the Committee is mindful of the views of a broad range of
stakeholders in the business and accordingly takes account of a number of factors when setting remuneration
including: market conditions; pay and benefits in relevant comparator organisations; terms and conditions of
employment across the Company; the Company’s risk appetite; the expectations of institutional shareholders; and
any specific feedback received from shareholders and other stakeholders.
Remuneration Policy table
The table in the following pages sets out, for each element of pay, a summary of how remuneration is
structured and how it supports the Company’s strategy.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
29
Executive Directors
Purpose and link
to strategy
Operation
Maximum opportunity
Performance metrics
Base salary
To recruit and
retain
Executive
Directors of
the highest
calibre who
are capable of
delivering the
Company’s
strategic
objectives,
reflecting the
individual’s
experience and
role within the
Company.
Base salary is
designed to
provide an
appropriate
level of fixed
income to
avoid any
over-reliance
on variable
pay elements
that could
encourage
excessive risk
taking.
Salaries are normally
reviewed annually, and
changes are generally
effective from
1 January each year.
The annual salary review for
Executive Directors takes a
number of factors into
consideration, including:
• business performance;
• salary increases
awarded to the overall
employee population;
• skills and experience of
the individual over
time;
• scope of the
individual’s
responsibilities;
• changes in the size and
complexity of the
Company;
• market competitiveness
assessed by periodic
benchmarking; and
• the underlying rate of
inflation.
If salary is set in USD but
paid to a U.K.-based
Executive Director it will be
converted and paid in GBP
pursuant to the terms of the
applicable service
agreement or company
policy (as amended from
time to time).
Whilst there is no prescribed
formulaic maximum, any increases
will take into account prevailing
market and economic conditions
and the approach to employee pay
throughout the organisation.
In assessing base salaries, the
Committee takes into account
market data, but does not target a
specific percentile when setting pay
levels, rather considers it as one
factor along with several others
including Company and individual
performance, tenure, past
experiences and expected future
contributions. Base salary increases
are awarded at the discretion of the
Committee; however, salary
increases will normally be no
greater than the general increase
awarded to the wider workforce,
in percentage of salary terms unless
the salary is meaningfully below
peers.
In addition, a higher increase may
be made where an individual had
been appointed to a new role at
below-market salary while gaining
experience. Subsequent
demonstration of strong
performance may result in a salary
increase that is higher than that
awarded to the wider workforce.
Not performance related.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
30
Purpose and link
to strategy
Operation
Maximum opportunity
Performance metrics
Benefits
Reasonable
benefits-in-
kind are
provided to
support
Executive
Directors in
carrying out
their duties
and assist with
retention and
recruitment.
The Company aims to offer
benefits that are in line with
market practice.
The main benefits currently
provided include private
health insurance, long-term
disability, critical illness and
death in service.
Under certain circumstances
the Company may offer
relocation allowances or
assistance. Expatriate
benefits may be offered
where relevant including
fees for tax advice
associated with completion
of international tax returns
and, if relevant, any gross-
up for tax.
Travel, accommodation and
any reasonable business-
related expenses (including
tax thereon) may be
reimbursed.
Executive Directors may
become eligible for other
benefits in future where the
Committee deems it
appropriate. Where
additional benefits are
introduced for the wider
workforce, Executive
Directors may participate on
broadly similar terms.
Executive Directors are
eligible to participate in the
Company’s all-employee
share plans on the same
terms as other employees in
the jurisdiction in which
they are engaged.
Not applicable
Not performance related.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
31
Purpose and link
to strategy
Operation
Maximum opportunity
Performance metrics
Pensions
The Company
aims to
provide a
contribution
towards life in
retirement.
Executive Directors are
eligible to receive employer
contributions to the
Company’s Group Personal
Pension Scheme or a salary
supplement in lieu of
pension benefits, or a
mixture of both.
Up to 12% of salary per annum for
Executive Directors, C-level
executives and senior managers.
The rest of the workforce is up to
10%.
Not performance related.
Annual Performance Bonus
The annual
bonus scheme
rewards the
achievement of
stretching
objectives that
support the
Company’s
corporate goals
and delivery of
the business
strategy.
Bonuses are determined
based on annual corporate
and personal performance
measures and targets that are
agreed between the
Executive Directors and the
Board (following the
Committee’s
recommendation) for each
financial year.
Bonuses may be paid in
cash or in equity awards.
Payment of bonuses is
conditional on the Executive
Directors being in
employment (and not having
served notice of
termination). A deferral
period may be applied to
bonuses.
The Committee may, in
appropriate circumstances,
override the formulaic
outcome to amend the bonus
payout or provide for an
additional bonus payment,
should this not, in the view
of the Committee, reflect
overall business
performance or individual
contribution.
The maximum target bonus
opportunity for Executive Directors
is 80% of salary, with a maximum
bonus opportunity of up to two
times the target opportunity (i.e., a
maximum total of 160% of salary).
For threshold performance, no more
than 50% of target bonus may be
payable.
For 2025, the target bonus
opportunity for Executive Directors
will be no more than 65% of salary,
with a maximum bonus opportunity
of up to 150% of the target
opportunity. In addition there is an
opportunity based on personal
objectives to receive up to an
additional 50% of the total bonus
outcome (i.e. a maximum total of
146% of salary).
The Committee may, in appropriate
circumstances, waive the maximum
target bonus opportunity for
Executive Directors where an
additional bonus payout is made to
reflect overall business
performance or individual
contribution.
Performance measures are
determined by the Committee
each year and may vary to
ensure that they promote the
Company’s business strategy
and shareholder value.
The performance measures
may include financial,
strategic and/or personal
objectives.
The Committee may alter the
bonus outcome (up or down)
if it considers that the pay-out
derived from a formula is
inconsistent with the
Company’s overall
performance, taking account
of any factors it considers
relevant. This will help
ensure that payments reflect
overall Company
performance during the
period.
The Committee may, in
appropriate circumstances,
disapply any performance
measures or award a bonus
without such performance
measures, should they not, in
the view of the Committee,
reflect overall business
performance or individual
contribution.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
32
Purpose and link
to strategy
Operation
Maximum opportunity
Performance metrics
2019 Share Option Plan (“SOP”)
The SOP is
designed to
incentivise the
successful
execution of
business
strategy over
the longer term
and provide
long-term
retention.
Facilitates
share
ownership to
provide further
alignment with
shareholders.
No new options will be
granted under the SOP.
Awards will typically be
granted annually, in the
form of options although
may also be granted more or
less frequently.
Options are typically subject
to vesting over a four-year
period, with 25% of the
award vesting on the first
anniversary of the grant, and
the remainder vesting in
equal monthly instalments
thereafter. The Committee
may vary the vesting
schedule of options as it
considers appropriate.
The Committee may
unilaterally modify the
terms of equity awards, in
particular to reprice
underwater options to
provide for a lower exercise
price.
The Committee has
discretion to decide whether
and to what extent any
deferral or holding period
applies to options or to the
shares acquired on the
exercise of options.
There is no defined maximum
opportunity under the SOP.
However, the Committee will
generally work within the
benchmarking guidelines provided
by our compensation consultants.
We seek to establish equity-based
remuneration competitive to that
offered by a set of comparable
companies with whom we may
compete for talent.
Performance conditions may
apply to awards. Such
conditions may be strategic
objectives which may include
milestones events, financial,
strategic and/or personal
objectives.
Share options are granted
with an exercise price no less
than the fair market value of
the shares on the date of
grant. Accordingly, share
options will only have value
to the extent the Company’s
share price appreciates
following the date of grant.
Any performance conditions
set will be designed to
incentivise performance in
support of the Company’s
strategy and business
objectives.
The Committee has flexibility
to vary the mix of measures
or introduce new measures
for each subsequent award
taking into account business
priorities at the time of grant.
The Committee may amend,
relax or waive performance
conditions if it considers that
they have become unfair or
impractical. This will help
ensure that vesting reflects
overall Company
performance during the
period.
Options vest in full on a
change of control.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
33
Purpose and link
to strategy
Operation
Maximum opportunity
Performance metrics
2020 Equity Incentive Plan (“EIP”) (or any supplemental or successor equity plan)
The EIP is
designed to
incentivise the
successful
execution of
business
strategy over
the longer term
and provide
long-term
retention.
Facilitates
share
ownership to
provide further
alignment with
shareholders.
Awards may be granted in
the form of options, share
appreciation rights,
restricted shares, restricted
share units or such other
form as may be permitted
under the EIP or by any
other equity incentive plan
operated by the Company
from time to time.
Awards will typically be
granted annually to
continuing employees,
although may also be
granted more or less
frequently.
Awards are typically subject
to vesting over a four-year
period, with 25% of the
award vesting on the first
anniversary of the grant, and
the remainder vesting either
in equal monthly or
quarterly instalments
thereafter. The Committee
may vary the vesting
schedule of awards as it
considers appropriate.
The Committee has
discretion to decide whether
and to what extent any
deferral or holding period
applies to awards or to the
shares acquired following
the vesting of awards.
The Committee may
unilaterally modify the
terms of share options, in
particular to reprice
underwater options to
provide for a lower exercise
price.
There is no defined maximum
opportunity under the EIP.
However, the Committee will
generally work within the
benchmarking guidelines provided
by our compensation consultants.
We seek to establish equity-based
remuneration competitive to that
offered by a set of comparable
companies with whom we may
compete for talent.
Performance conditions may
apply to awards. Such
conditions may be strategic
objectives which may include
milestones events, financial,
strategic and/or personal
objectives.
Any performance conditions
set will be designed to
incentivise performance in
support of the Company’s
strategy and business
objectives.
The Committee has flexibility
to vary the mix of measures
or introduce new measures
for each subsequent award
taking into account business
priorities at the time of grant.
The Committee may amend,
relax or waive performance
conditions if it considers that
they have become unfair or
impractical. This will help
ensure that vesting reflects
overall Company
performance during the
period. Awards vest in full on
a change of control.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
34
Chair and Non-Executive Directors
Purpose and link to
strategy
Operation
Maximum opportunity
Performance metrics
Fees and benefits
To attract Non-
Executive Directors
who have a broad
range of experience
and skills to provide
independent
judgement on issues of
strategy, performance,
resources and
standards of conduct.
Non-Executive Directors
receive an annual retainer paid
in cash, comprising a base fee
plus additional fees for
Committee Chairpersonship or
membership. Such fees are set
based on peer group
comparator data.
Non-Executive Directors who
participate and serve on any
membership committee or
advisory board of or for the
Company may also receive a
retainer paid in cash annually
or for each meeting attended.
Such fees are set based on peer
group comparator data.
The Chair’s fee is reviewed
annually by the Committee
(without the Chair present).
Fee levels for the Non-
Executive Directors are
determined by directors upon
the recommendation of the
Committee.
When reviewing fee levels,
account is taken of market
movements in fee levels,
Board committee
responsibilities, ongoing time
commitments and the general
economic environment.
In exceptional circumstances,
if there is a temporary yet
material increase in the time
commitments for Non-
Executive Directors, the Board
may pay additional fees to
recognise that additional
workload.
When reviewing fee
levels, account is taken of
market movements in the
fees of Non-Executive
Directors, Board
Committee
responsibilities and
ongoing time
commitments, as well as
the underlying rate of
inflation.
Actual fee levels are
disclosed in the Directors’
Remuneration Report for
the relevant financial year.
Not performance related.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
35
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Fees and Benefits (continued)
Non-Executive Directors ordinarily
do not participate in any pension,
bonus or performance-based share
incentive plans. Travel,
accommodation and other business-
related expenses incurred in carrying
out the role as well as fees for tax
advice associated with completion of
international tax returns will be paid
by the Company including, if
relevant, any gross-up for tax.
Tax equalisation benefits may be
provided to Non-Executive Directors
who are required to relocate or
become tax resident in a new
jurisdiction.
Non-Executive Director fees are
generally denominated and paid in
USD but may be denominated and/or
paid in GBP, USD, or a combination
depending on the personal situation of
each Non-Executive Director. Any
currency conversions are calculated in
accordance with the applicable
Company procedure from time to
time.
Non-Executive Director fees in
respect of those Non-Executive
Directors who are appointed by an
investor (or group of investors) in the
Parent Company may be paid to those
investor(s) on behalf of the relevant
Non-Executive Director.
Non-Executive Director fees are
payable in arrears in twelve monthly
instalments, subject to deduction of
applicable income tax or national
insurance which the Company is
required by law to deduct and any
other statutory deductions, provided
that the amount of such payment shall
be prorated for any portion of such
month during which the Non-
Executive Director was not serving.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
36
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Equity Awards
To facilitate share
ownership and provide
alignment with
shareholders.
Non-Executive Directors may
receive equity awards under the EIP
(or options, share appreciation
rights, restricted shares, restricted
share units or such other form as
may be permitted by any other
equity incentive plan operated by
the Company from time to time).
Non-Executive Directors will
generally receive an initial equity
award upon appointment or
election. Initial equity awards
normally vest over a period of
three years from the date of
appointment, subject generally to
continued service.
In addition, Non-Executive
Directors may be granted awards
annually with such time-based
vesting terms as the Committee may
determine. If a new Non-Executive
Director joins the Board following
the date of grant of an annual grant
in any calendar year, such Non-
Executive Director will be granted a
pro rata portion of the next annual
grant, based on the time between his
or her appointment and the date of
such annual grant.
The Committee may, in its sole
discretion, provide for deferred
settlement of RSUs awarded to a
Non-Executive Director.
Additional grants may be made
during a year of appropriate in the
circumstances.
The Committee may unilaterally
modify the terms of equity awards,
in particular to reprice underwater
options to provide for a lower
exercise price.
There is no maximum
award level for equity
awards to Non-
Executive Directors.
The size of the equity
awards is determined
by the full Board,
upon recommendation
of the Compensation
Committee.
When reviewing
award levels, account
is taken of market
movements in equity
awards, Board
committee
responsibilities,
ongoing time
commitments and the
general economic
conditions.
Not performance related.
Awards vest in full on a
change of control.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
37
Notes to the policy table
Legacy arrangements
For the duration of this Remuneration Policy, the Company will honour any commitments made in respect
of current or former directors before the date on which either: (i) the Remuneration Policy becomes effective; or
(ii) an individual becomes a director, even when not consistent with the Remuneration Policy set out in this report or
prevailing at the time such commitment is fulfilled, in each case subject to the terms of any prior policy in place at
the time such awards or commitments were granted or made, if applicable. For the avoidance of doubt, all
outstanding historic awards that were granted in connection with, or prior to, listing on Nasdaq and/or under the
SOP remain eligible to vest based on their original or modified terms.
Payments may be made in respect of existing awards under the SOP and the Committee may exercise any
discretions available to it in connection with such awards in accordance with the rules of the SOP and relevant
award documentation. Options granted under the SOP vest in full on a change of control.
Payments may be made in respect of consultancy services provided by Pierre Legault pursuant to a
consulting agreement entered into between Stone Sunny Isles, Inc., and Stone Atlanta Estates LLC, the successor-in-
interest to Stone Sunny Isles, Inc., and Bicycle Therapeutics Inc. dated 15 March 2019 pursuant to which it has
agreed to make available Pierre Legault to provide advisory services to us as requested by our Board of Directors or
our chief executive officer. Stone Atlanta Estates LLC provided consultancy services of $0.3 million during the year
ended 31 December 2024 (2023: $0.2 million). Pierre Legault is the President, Treasurer and Director of Stone
Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc.
Performance conditions
The choice of annual bonus performance metrics reflects the Committee’s belief that any incentive
remuneration should be appropriately challenging and tied to the delivery of key strategic objectives intended to
ensure that Executive Directors are incentivised to deliver across a range of objectives for which they are
accountable. The Committee has retained flexibility on the specific measures which will be used to ensure that any
measures are fully aligned with the strategic imperatives prevailing at the time they are set.
The targets for the bonus scheme for the forthcoming year will be set out in general terms, subject to
limitations with regards to commercial sensitivity. The full details of the targets will be disclosed when they are in
the public domain and are no longer considered commercially sensitive.
Where used, performance conditions applicable to EIP awards (or other equity incentive plans operated by
the Company from time to time) will be aligned with the Company’s objective of delivering superior levels of long-
term value to shareholders. Prior to each award, the Committee has flexibility to select measures that are fully
aligned with the strategy prevailing at the time awards are granted.
The Committee will review the calibration of targets applicable to the annual bonus, and the EIP in years
where performance measures apply, annually to ensure they remain appropriate and sufficiently challenging, taking
into account the Company’s strategic objectives and the interests of shareholders.
Recovery and withholding
The Company does not currently have a policy on recovery and withholding. The Committee reserves the
right to make any remuneration payments subject to withholding or recovery in appropriate circumstances and to
establish a policy on recovery and withholding in the future.
Differences in remuneration policy between Executive Directors and other employees
The overall approach to reward for employees across the workforce is a key reference point when setting
the remuneration of the Executive Directors. When reviewing the salaries of the Executive Directors, the Committee
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
38
pays close attention to pay and employment conditions across the wider workforce and in normal circumstances the
increase for Executive Directors will be no higher than the average increase for the general workforce.
The key difference between the remuneration of Executive Directors and that of our other employees is
that, overall, at senior levels, remuneration is increasingly long-term, and ‘at risk’ with an emphasis on performance-
related pay linked to business performance and share-based remuneration. This ensures that remuneration at senior
levels will increase or decrease in line with business performance and provides alignment between the interests of
Executive Directors and shareholders. In particular, long-term incentives are provided only to the most senior
executives as they are reserved for those considered to have the greatest potential to influence overall levels of
performance.
Committee discretion in operation of variable pay schemes
The Committee operates under the powers it has been delegated by the Board. In addition, where relevant,
it complies with rules that are either subject to shareholder approval or by approval from the Board. These
rules provide the Committee with certain discretions which serve to ensure that the implementation of the
Remuneration Policy is fair, both to the individual director and to the shareholders. The Committee also has
discretions to set components of remuneration within a range, from time to time. Where appropriate, the extent of
such discretions is set out in the relevant rules and/or described in the policy table above. To ensure the efficient
administration of the variable incentive plans outlined above, the Committee will apply certain operational
discretions.
These include the following:
•
selecting the individuals who will receive awards under the plans on an annual basis;
•
determining the timing of grants of awards and/or payments;
•
determining the quantum of awards and/or payments;
•
determining the choice (and adjustment) of any performance measures and targets, vesting schedules,
exercise prices (where applicable), option repricing (where applicable) and other award terms for each
incentive plan;
•
determining the extent of vesting, including for leavers;
•
making the appropriate adjustments (including to any performance targets) required in certain
circumstances, for instance for changes in capital structure;
•
determining “good leaver” status and the impact of certain corporate events, if applicable, for incentive
plan purposes and determining and applying the appropriate treatment;
•
interpreting the plan rules and award agreements where necessary; and
•
undertaking the annual review of weighting of performance measures and setting targets for the annual
bonus plan and other incentive schemes, where applicable, from year to year.
If an event occurs which results in the annual bonus plan or EIP (where performance conditions apply)
performance conditions and/or targets being deemed unfair or impractical (e.g. material acquisition or divestment),
the Committee will have the ability to make amend, relax or waive (and/or recommend such alterations to the Board
for approval) to the measures and/or targets and alter weightings. Any use of the above discretion would, where
relevant, be explained in the Annual Report on Remuneration and may, as appropriate, be the subject of consultation
with the Parent Company’s major shareholders.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
39
The Committee retains the discretion to award ad hoc bonus payments outside the annual bonus plan, if an
event or circumstance occurs in which the annual bonus plan does not reflect the overall business performance,
individual contribution or external factors which impacts the workforce. Any use of the above discretion would,
where relevant, be explained in the Annual Report on Remuneration and may, as appropriate, be the subject of
consultation with the Parent Company’s major shareholders.
The Committee may make minor amendments to the Remuneration Policy (for regulatory, exchange
control, tax or administrative purposes or to take account of a change in legislation) without obtaining shareholder
approval for that amendment.
Shareholder views
The Board is committed to dialogue with shareholders and intends to engage directly with them and their
representative bodies when considering any significant changes to our remuneration arrangements. The Committee
will consider shareholder feedback received following the AGM, as well as any additional feedback and guidance
received from time to time. This feedback will be considered by the Committee as it develops the Company’s
remuneration framework and practices going forward. Assisted by its independent adviser, the Committee also
actively monitors developments in the expectations of institutional investors and their representative bodies.
Employment conditions
The Committee is regularly updated throughout the year on pay and conditions applying to Company
employees. Where significant changes are proposed to employment conditions and salary levels elsewhere in the
Company these are highlighted for the attention of the Committee at an early stage and the Committee will take such
employment considerations into account when setting directors’ remuneration.
Whilst the Committee does not currently consult directly with employees regarding its policy for directors,
the Committee is considering the best method of bringing the employee voice to the boardroom.
Other remuneration policies
Remuneration for new appointments
Where it is necessary to appoint or replace an Executive Director or to promote an existing Executive
Director, the Committee’s approach when considering the overall remuneration arrangements in the recruitment of a
new Executive Director is to take account of the calibre, expertise and responsibilities of the individual, his or her
remuneration package in their prior role and market rates. Remuneration will be in line with the Remuneration
Policy and the Committee will not pay more than is necessary to facilitate their recruitment.
The remuneration package for a new Executive Director will be set in accordance with the terms of the
Company’s approved remuneration policy in force at the time of appointment. Further details are provided below:
Salary
The Committee will set a base salary appropriate to the calibre, experience and responsibilities of the new
appointee. In arriving at a salary, the Committee may take into account, amongst other things, the market
rate for the role and internal relativities.
The Committee has the flexibility to set the salary of a new Executive Director at a lower level initially,
with a series of planned increases implemented over the following few years to bring the salary to the
desired positioning, subject to individual performance.
In exceptional circumstances, the Committee has the ability to set the salary of a new Executive Director
at a rate higher than the market level to reflect the criticality of the role and the experience and
performance of the individual.
Benefits
Benefits will be consistent with the principles of the policy set out on page 30. The Company may award
certain additional benefits and other allowances including, but not limited to, those to assist with
relocation support, temporary living and transportation expenses, educational costs for children,
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
40
reimbursement of fees for tax advice associated with completion of international tax returns and tax
equalisation to allow flexibility in employing an overseas national.
Pension benefits
A maximum employer pension contribution of 12% of salary (or equivalent cash allowance) may be
payable for external appointments. For an internal appointment, his or her existing pension arrangements
may continue to operate. Any new Executive Director based outside the UK will be eligible to participate
in pension or pension allowance, insurance and other benefit programmes in line with local practice.
Annual bonus
The maximum target bonus opportunity is 80% of base salary and the maximum bonus opportunity for
new appointments is 225% of their target bonus.
Other cash or
equity-based
awards
Executive Directors may receive awards under the EIP (or other equity incentive plan operated by the
Company from time to time) on appointment. The Committee will assess and determine the award level,
award vehicle, performance conditions and vesting schedule for each individual on a case-by-case basis.
In addition, Executive Directors are eligible to participate in the Company’s all-employee share plans on
the same terms as other employees in the jurisdiction in which they are engaged.
In addition, the Committee may offer additional cash and/or equity-based elements in order to “buy-out”
remuneration relinquished on leaving a former employer. Any awards made in this regard may have no
performance conditions, or different performance conditions, or a different vesting schedule compared to
the Company’s existing plans, as the Committee considers appropriate.
Depending on the timing and responsibilities of the appointment, it may be necessary to set different annual
bonus or EIP performance measures and targets as applicable to other Executive Directors.
The terms of appointment for a Non-Executive Director would be in accordance with the approved
remuneration policy for Non-Executive Directors in force at the time of the appointment.
Service contracts and termination policy
Executive Directors have rolling service agreements (entered into with the Parent Company or a subsidiary
thereof) which may be terminated in accordance with the terms of these agreements. The period of notice for
Executive Directors (to be given by the employer or the Executive Director) will not normally exceed 6 months.
Executive Directors’ service agreements are available for inspection at the Parent Company’s registered office
during normal business hours and will also be available to the public if required to be filed by the Parent Company
with the SEC. The terms of the current Executive Director’s service contract are:
Name
Position
Date of service contract
Notice period
Kevin Lee
Chief Executive Officer
26 September 2019
6 months either party
The Company’s policy on remuneration for Executive Directors who leave the Company is set out below.
The Committee will exercise its discretion when determining amounts that should be paid to leavers (other than in
respect of the relevant leaver’s contractual entitlements which will be respected), taking into account the facts and
circumstances of each case. Where applicable, the Company may elect to make a payment in lieu of notice
(“PILON”) equivalent in value to basic salary and contractual benefits for any unexpired portion of the notice
period (but excluding any annual bonus or holiday entitlement that would have otherwise accrued during the notice
period).
Where the Executive Director is terminated by the Company without “Cause” (as defined in the service
agreement), by the Executive Director for “Good Reason” (as defined in the service agreement), or on the Executive
Director’s death, severance pay in addition to any potential PILON and any entitlements in respect of the year to the
date of termination in accordance with the applicable terms shall be paid to an Executive Director as set out below,
subject to the Executive Director signing a waiver of claims:
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
41
Element of pay / benefit
Termination other than within 12 months
after a relevant “Change in Control” (as
defined in the service agreement)
Termination within 12 months after a
relevant “Change in Control” (as defined in
the service agreement)
Salary
A lump sum payment equal to
12 months’ salary payable.
A lump sum payment equal to
24 months’ salary payable.
Contractual benefits
A lump sum payment equal to the
cost to the Company of providing
contractual benefits for 12 months (or
continuation of such benefits).
A lump sum payment equal to the
cost to the Company of providing
contractual benefits for 24 months (or
continuation of such benefits).
Annual bonus
Not applicable.
A lump sum payment equal to 1.5
times target bonus will be paid.
Share Option Plan
(legacy awards)
Options treated in accordance with
plan rules.
Good leavers may exercise their
options to the extent vested at the
time of termination within 12 months
after termination.
The Committee has the discretion to
accelerate vesting in whole or in part,
to extend the exercise window,
and/or to waive any applicable
performance conditions in whole or
in part.
Options subject to time-based vesting
(only) accelerate, vest and become
exercisable in full. Options subject to
performance conditions treated in
accordance with plan rules (as
described at left).
Equity Incentive Plan
Awards treated in accordance with
plan rules.
Unless otherwise determined by the
Committee, unvested equity awards
lapse on the date of termination of
employment.
Awards vest in full on a change of
control.
The Company is unequivocally against rewards for failure; the circumstances of any departure, including
the individual’s performance, would be taken into account in every case. Statutory redundancy payments may be
made. Service agreements may be terminated summarily without notice (or on shorter notice periods) and without
payment in lieu of notice in certain circumstances, such as gross misconduct or any other material breach of the
obligations under their employment contract. The Company may require the individual to work during their notice
period or may place them on garden leave during which they would be entitled to full pay and benefits.
Except in the case of gross misconduct or resignation, the Company may at its absolute discretion
reimburse for reasonable professional fees relating to the termination of employment and, where an Executive
Director has been required to re-locate, to pay reasonable repatriation costs, including possible tax exposure costs
and/or settle any other amount the Committee considers reasonable including any statutory entitlements or sums to
settle or compromise claims or potential claims in connection with a termination (including, at the discretion of the
Committee, reimbursement for legal advice and provision of outplacement services).
Policy on external appointments
The Board believes that it may be beneficial to the Company for executives to hold certain roles outside the
Company provided that the Company’s business takes priority. Any such appointments are subject to approval by
the Board and the director may retain any fees received. Kevin Lee is currently a director of Alchemab Therapeutics
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
42
Limited and Macomics Limited. During the year ended 31 December 2024, he received an aggregate of £105k
during the year ended 31 December 2024 (2023: £75k) per annum in fees related to external appointments.
Non-Executive Directors’ terms of engagement
Each of the Non-Executive Directors is engaged under a Non-Executive Director appointment letter. Each
appointment is normally terminable by either party on no more than three months’ written notice (or, in some cases,
payment in lieu of notice), but may be terminated immediately in certain circumstances. Under our articles of
association, our Board is divided into three classes (Class I, Class II and Class III), with members of each class
serving staggered three-year terms. In the event of termination, the Chair and Non-Executive Directors are only
entitled to fees accrued to the date of termination together with reimbursement of expenses properly incurred before
that date.
The dates of appointment of each of the Non-Executive Directors serving at 31 December 2024 are
summarised in the table below. The Parent Company was incorporated on 27 October 2017.
Non-Executive Directors
Date of appointment letter
Date of appointment
Felix Baker
16 April 2024
18 April 2024
Janice Bourque
18 July 2019
18 July 2019
Jose-Carlos Gutierrez-Ramos
17 March 2021
17 March 2021
Richard Kender
20 July 2019
18 July 2019
Pierre Legault (Chairman)
15 March 2019
15 March 2019
Stephen Sands
17 February 2024
20 February 2024
Sir Gregory Winter
24 May 2019
4 December 2017
At the time of the IPO in May 2019 all Non-Executive Directors then appointed except Pierre Legault
entered into new letters of appointment which took effect conditional upon completion of the IPO. Felix Baker,
Janice Bourque, Richard Kender, Jose-Carlos Gutierrez-Ramos and Stephen Sands each entered into letters of
appointment at the time of their appointment to the Board.
Non-Executive Directors’ letters of appointment are available for inspection at the Parent Company’s
registered office during normal business hours and will be available for inspection at the AGM.
A company affiliated with Pierre Legault, Stone Atlanta Estates LLC, the successor-in-interest to Stone
Sunny Isles, Inc., has also entered into a consulting agreement with Bicycle Therapeutics Inc. dated 15 March 2019
under which it will procure the provision of consulting services by Pierre Legault to the Parent Company. Stone
Atlanta Estates LLC provided consultancy services of $0.3 million during the year ended 31 December 2024 (2023:
$0.2 million). This consulting agreement is terminable on three months’ written notice (or payment in lieu of
notice).
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
43
Remuneration scenario for Executive Director
The charts below show an estimate of the 2025 remuneration package for the Executive Director under
three assumed performance scenarios and these scenarios are based on the Remuneration Policy set out above which
will be applicable if it is approved. No performance obligations apply to equity-based awards so they are not
included.
Minimum (comprising fixed pay only)
Base salary as of 1 January 2025 of $821k, converted by reference to the GBP : USD exchange rate on
31 December 2024 of 1.25511, cash in lieu of pension of 12% of base salary net of employer National Insurance
costs of the cash in lieu and benefits of $2k.
Target
Fixed pay as above.
Assumes target bonus of 65%.
Maximum
Fixed pay as above.
Assumes maximum bonus payout of 146%.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
44
Annual Report on Remuneration
This part of the report has been prepared in accordance with Part 3 of The Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and section 420 of the Companies
Act 2006. The Annual Report on Remuneration and the Annual Statement by the Chair of the Compensation
Committee will be put to a single advisory shareholder vote at the AGM to be held on 17 June 2025. The
information from the single total figure of directors’ remuneration on page 46 to the end of the section on payments
to former directors and for loss of office on page 50 has been audited. The remainder of the Annual Report on
Remuneration is unaudited.
Compensation Committee
The current members of the Committee, who are all independent, are Janice Bourque (as Chair of the
Committee), Richard Kender and Jose-Carlos Gutierrez-Ramos. Prior to the appointment of Jose-Carlos Gutierrez-
Ramos on 18 April 2024, the Committee also included Veronica Jordan who resigned from the Committee on
17 April 2024. Decisions of the Committee are made by majority vote or by unanimous written consent.
The Chair and members of management, the Chief Executive Officer (“CEO”), the Chief Financial Officer
(“CFO”), the Chief Accounting Officer and the Chief Operating Officer, are invited to attend meetings where
appropriate. Attendees who are not members of the Committee are not involved in any decisions, are not present for
any discussions regarding their own remuneration and did not materially assist the Committee.
No conflicts of interest have arisen during the year and none of the members of the Committee has any
personal financial interest in the matters discussed, other than as holders of shares and/or equity awards. The fees of
the Non-Executive Directors are approved by the Board on the joint recommendation of the Committee and the
CEO/Executive Director.
Meetings attendance
Director
Meetings Attended
Janice Bourque
7 of 71
Richard Kender
7 of 71
Jose-Carlos Gutierrez-Ramos
4 of 42
Veronica Jordan
3 of 33
(1)
Seven meetings of the Committee took place during Janice Bourque’s and Richard Kender’s tenure.
(2)
Four meetings of the Committee took place during Jose-Carlos Gutierrez-Ramos’ tenure.
(3)
Three meetings of the Committee took place during Veronica Jordan’s tenure.
Independent advisors
Independent objective advice on executive remuneration is received from the Human Capital Solutions
practice of Aon plc (“Aon”). Aon is a member of the Remuneration Consultants Group and is a signatory to its Code
of Conduct. Aon advises the Committee on all aspects of senior executive remuneration. Since the IPO, Aon was
appointed by the Committee following a competitive tender process, and has since been retained to assist with the
drafting of the Remuneration Policy and has kept the Committee up to date on remuneration trends and corporate
governance best practice. Aon does not have any other remuneration-unrelated connection with the Company and is
considered to be independent by the Committee. During the year ended 31 December 2024, fees charged by Aon for
advice provided to the Committee for 2024 amounted to $459k (year ended 31 December 2023: $167k).
Activity in the year
The Committee’s principal function is to develop and implement compensation policies and plans that
ensure the attraction and retention of key management personnel, the motivation of management to achieve the
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
45
Company’s corporate goals and strategies, and the alignment of the interests of management with the long-term
interests of the Parent Company’s shareholders. In applying the remuneration policy, and in constructing the
remuneration arrangements for Executive Directors and senior employees, the Board, advised by the Committee,
aims to provide remuneration packages that are competitive and designed to attract, retain and motivate Executive
Directors and senior employees of the highest calibre.
The Committee is responsible for and considered, where applicable, during the year:
•
annually reviewing and approving corporate goals and objectives relevant to the compensation of the CEO;
•
evaluating the performance of the CEO in light of such corporate goals and objectives and recommending
or determining the compensation of the CEO;
•
reviewing and recommending or determining the compensation of the Company’s other executive officers;
•
reviewing and establishing the Company’s overall management compensation, philosophy and policy;
•
overseeing and administering the Company’s compensation and similar plans;
•
retaining, approving the compensation, and overseeing the work of any compensation advisors;
•
reviewing and approving the Company’s policies and procedures for the grant of equity-based awards;
•
preparing the compensation committee report required by the SEC rules to be included in our annual proxy
statement, and the directors’ remuneration policy and report as required under English law;
•
reviewing and discussing with management the compensation discussion and analysis to be included in our
annual proxy statement or Annual Report on Form 10-K, if required; and
•
reviewing and making recommendations to the Board with respect to director compensation.
The Committee is formally constituted and operates pursuant to a written charter, which is available on the
Company’s website at https://investors.bicycletherapeutics.com/corporate-governance.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
46
Single total figure of directors’ remuneration — year ended 31 December 2024 (audited)
The total remuneration of the individual directors who served during the financial year, from
1 January 2024 to 31 December 2024, together with a comparison with the equivalent figure for the 2023
financial year is shown below. Total remuneration is the sum of emoluments plus Company pension contributions.
Equity-
Base
based
Total
Total fixed
Total variable
salary(1)/fees Benefits Bonus(3) awards(4) Pension(5) remuneration remuneration remuneration
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Executive
Directors
Kevin Lee
2024
760
3 (2) 653 1,392
82
2,890
2,237
653
2023
710
2
560 1,702
76
3,050
2,490
560
Non-Executive
Directors(6)
Felix Baker
2024
44
—
—
262
—
306
306
—
2023
—
—
—
—
—
—
—
—
Janice Bourque
2024
81
2 (8)
—
108
—
191
191
—
2023
76
—
—
170
—
246
246
—
Jose-Carlos
Gutierrez- Ramos 2024
79
2 (8)
—
108
—
189
189
—
2023
63
—
—
170
—
233
233
—
Veronica Jordan 2024
23
2 (8)
—
108
—
133
133
—
2023
74
—
—
170
—
244
244
—
Richard Kender
2024
112
2 (8)
—
108
—
222
222
—
2023
108
—
—
170
—
278
278
—
Pierre Legault(7) 2024
383
2 (8)
—
217
—
602
602
—
2023
218
—
—
340
—
558
558
—
Stephen Sands
2024
81
—
—
270
—
351
351
—
2023
—
—
—
—
—
—
—
—
Sir Gregory
Winter
2024
65
2 (8)
—
108
—
175
175
—
2023
58
—
—
170
—
228
228
—
Total
2024
1,628
15
653 2,681
82
5,059
4,406
653
2023
1,307
2
560 2,892
76
4,837
4,277
560
(1)
The Executive Director’s salary is both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2024 is based on a
GBP : USD exchange rate of 1.2783 for the year ended 31 December 2024.
(2)
The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits.
(3)
The annual bonus for 2024 was paid in cash in February 2025. The annual bonus for 2023 was paid in cash in February 2024. In June 2023,
an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to
Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his
total 2023 bonus payment.
(4)
There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the
table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-
Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to
“Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on
the date of grant. Share price appreciation did not impact the value of awards. No discretion was exercised, and the determination of the
levels of awards were not impacted, as a result of share price appreciation.
(5)
Relates to pension and cash in lieu of pension.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
47
(6)
Veronica Jordan resigned on 17 April 2024. Felix Baker was appointed on 18 April 2024. Stephen Sands was appointed on
20 February 2024.
(7)
Pierre Legault’s fees include those payable under a consulting agreement between Stone Atlanta Estates LLC, the successor-in-interest to
Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity was paid £268k for
Mr. Legault’s advisory services to the Company for the year ended 31 December 2024 and £144k for the year ended 31 December 2023.
(8)
Relates to fees paid by the Company for tax return preparation services for certain directors during the year ended 31 December 2024.
2024 Annual bonus (audited)
In 2024, the CEO’s annual bonus was based on corporate and personal objectives as further detailed below.
The overall bonus outcome of 132% of target resulted in a total bonus pay out of $653k or 86% of the CEO’s base
salary for the year ended 31 December 2024. The Committee is satisfied that the bonus pay-out for 2024 is
appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees.
A summary of the corporate goals, relative weightings, and level of achievement for 2024 is set forth in the
table below:
Category
Goals
Stretch Goal
Weighting
Assessment of
Achievement
Weighted
Performance
Clinical,
Research &
Development
and
Collaborations
• Progress zelenectide
pevedotin Duravelo-1 and
Duravelo-2 studies through
clinical trials and progress
supporting and market
assessment activities.
• Initiate expansion and
development plans for
BT5528.
• Complete next steps for
BT7480 clinical trials.
• Advance key discovery goals
for programs.
• Deliver on collaboration
goals.
• Preliminary analysis,
activated sites,
enrollment, adjacent
mono or combination
studies.
77.5%
112%
87%
Corporate and
Business
Development
• Implement all aspects of
corporate objectives and
maintain financial strength
through equity financing,
including raising at least $100
million in equity financing and
if needed, generate non-
dilutive financing from
collaboration deals and
external partnerships.
• Raise more than $200
million.
22.5%
124%
28%
Total
100%
115%
In assessing the personal performance of our CEO, the Committee considered his individual contribution to
the achievement of our 2024 corporate performance goals, and his personal performance in helping to execute on
our strategic and operating initiatives. The Committee used a scale of personal performance percentages ranging
from 0% to 115% for this purpose.
Based on this evaluation scale, the Committee examined the accomplishments of our CEO during the year,
particularly the significant progress of our clinical development programs, which the Committee considered critical
to the company’s success, as well as our CEO’s overall leadership of the Company, in determining Dr. Lee’s
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
48
personal performance percentage of 115% for 2024. The annual bonus for Dr. Lee for 2024 was therefore
determined in accordance with the following payout formula: Base Salary Paid during the Year x Target Incentive
Percentage (65%) x Corporate Performance Percentage (115%) x Personal Performance Percentage (115%).
Utilizing this formula resulted in an annual bonus for 2024 of 132% of the target opportunity and 86% of base
salary.
Equity Incentive Plan
Awards granted from 1 January 2024 to 31 December 2024 (audited)
The CEO and Chairman received the following equity-based awards under the EIP during the year from
1 January 2024 to 31 December 2024, as set forth in the table below:
Face Value
at Date
Form of
Date of
Number of Exercise of Grant(1)
Expiry
Award
Grant
Shares
Price $
$’000
Date
Vest Terms(4)
Executive Director
Kevin Lee(2)
Fair market
value
options
2 January 2024
155,000
18.08
—
2 January 2034
25% vest after one
year, remaining shares
vest in 36 equal
monthly instalments
RSUs
2 January 2024
77,000
—
1,392
—
25% vest after one
year, remaining shares
vest in 12 equal
quarterly instalments
Chairman
Pierre Legault(3)
Fair market
value
options
2 January 2024
24,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
12,000
—
217
—
Vest in four equal
quarterly instalments
(1) The value of equity-based awards in the form of options in the table is based on the market value of the
underlying shares at the date of grant, less the applicable exercise price. For awards in the form of options, this
was nil because the exercise price is equal to the market value of the underlying shares at the date of grant.
Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant.
Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share.
(2) The Committee structured the mix of equity vehicles and relative weight assigned to each type of award granted
to the CEO to motivate share price growth over the long-term through share options, which deliver value only if
the share price increases, and to ensure some amount of value delivery through RSUs, which are
complementary because they have upside potential but deliver some value even during periods of market or
share price underperformance. In determining the number of options and RSUs to be granted to the CEO, the
Committee took into account the ranges of awards value and grant sizes of companies in our peer group.
(3) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director
Compensation Policy, Pierre Legault was granted options and RSUs over ordinary shares as an annual grant.
Once vested the equity-based awards in the form of RSUs are no longer subject to forfeiture but the settlement
is deferred until the earlier of (i) the date of the participants “separation from service” (as defined under
Treasury Regulation Section 1.409A-1(h)); (ii) the date of the participant’s “disability” (as defined under
Treasury Regulation Section 1.409A-3(i)(4)); (iii) the date of the participant’s death; or (iv) the date of a
Change in Control (as defined in the EIP) that would also constitute a “change in control event” (as defined
under Treasury Regulation Section 1.409A-3(i)(5)).
(4) None of the awards granted are subject to performance-based conditions.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
49
Non-Executive Directors also received the following equity-based awards during the year from
1 January 2024 to 31 December 2024, as set forth in the table below:
Face Value
Number of
at Date
Form of
Date of
Shares
Exercise
of Grant(1)(2)
Expiry
Non-Executive Director(2)
Award
Grant
Covered(3)
Price $
$’000
Date
Vest Terms(4)
Felix Baker
Fair market
value options
18 April 2024 24,000
21.82
—
18 April 2034
Vest in three equal
annual instalments
RSUs
18 April 2024
12,000
—
262
—
Vest in three equal
annual instalments
Janice Bourque
Fair market
value options
2 January 2024 12,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
6,000
—
108
—
Vest in four equal
quarterly instalments
Jose-Carlos Gutierrez-
Ramos
Fair market
value options
2 January 2024 12,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
6,000
—
108
—
Vest in four equal
quarterly instalments
Veronica Jordan
Fair market
value options
2 January 2024 12,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
6,000
—
108
—
Vest in four equal
quarterly instalments
Richard Kender
Fair market
value options
2 January 2024 12,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
6,000
—
108
—
Vest in four equal
quarterly instalments
Stephen Sands
Fair market
value options
20 February 2024 24,000
22.50
— 20 February 2034
Vest in three equal
annual instalments
RSUs
20 February 2024
12,000
—
270
—
Vest in three equal
annual instalments
Sir Gregory Winter
Fair market
value options
2 January 2024 12,000
18.08
—
2 January 2034
Vest in four equal
quarterly instalments
RSUs
2 January 2024
6,000
—
108
—
Vest in four equal
quarterly instalments
(1) The value of equity-based awards in the form of options in the table is based on the market value of the
underlying shares at the date of grant, less the applicable exercise price. For awards in the form of options, this
was nil because the exercise price is equal to the market value of the underlying shares at the date of grant.
Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant.
Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. For equity-based
awards in the form of RSUs, settlement is deferred until the earlier of (i) the date of the participant’s “separation
from service” (as defined under Treasury Regulation Section 1.409A-1(h)); (ii) the date of the participant’s
“disability” (as defined under Treasury Regulation Section 1.409A-3(i)(4)); (iii) the date of the participant’s
death; or (iv) the date of a Change in Control (as defined in the EIP) that also would constitute a “change in
control event” (as defined under Treasury Regulation Section 1.409A-3(i)(5)).
(2) On 20 February 2024, the Board appointed Stephen Sands to the Board and on 18 April 2024, the Board
appointed Felix Baker to the Board. Pursuant to our Amended and Restated Non-Employee Director
Compensation Policy, Mr. Sands and Mr. Baker were granted options over 24,000 ordinary shares and RSUs
over 12,000 ordinary shares in connection with their appointments.
(3) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director
Compensation Policy, save for Mr. Sands and Mr. Baker, the Non-Executive Directors were granted options
over 12,000 ordinary shares and RSUs over 6,000 ordinary shares as an annual grant.
(4) None of the awards granted are subject to performance-based conditions.
No subsequent changes were made to the exercise prices or vesting dates of options or vesting dates of
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
50
awards in the form of RSUs granted to the CEO, Chairman or other Non-Executive Directors.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2024 and
31 December 2024, are set out in the table below as at 31 December 2024 (together with interests held by his or her
connected persons):
Number of Shares
Number of Equity Awards
Beneficially owned
Unvested
shares as at
without
31 December
Vested but
performance
2024
Exercised/settled unexercised conditions
Total
Executive Director
Kevin Lee
255,895
—
1,098,703
372,158
1,726,756
Non-Executive Directors
Felix Baker
30,323,301 (2)
—
—
36,000
30,359,301
Janice Bourque
10,750
—
106,500
—
117,250
Jose-Carlos Gutierrez-Ramos
10,750
—
71,500
—
82,250
Veronica Jordan(1)
10,750
—
106,500
—
117,250
Richard Kender
10,750
—
106,500
—
117,250
Pierre Legault
21,500
—
289,139
—
310,639
Stephen Sands
—
—
—
36,000
36,000
Sir Gregory Winter
174,677
—
74,500
—
249,177
(1) Veronica Jordan resigned on 17 April 2024.
(2) Includes 10,885,357 ADSs and 19,437,944 non-voting ordinary shares directly held by Felix Baker’s connected
persons, 667, L.P. and Baker Brothers Life Sciences, L.P. (together with 667, L.P., the “Funds”). Felix Baker is
a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP.
Pursuant to management agreements, as amended, the Funds’ respective general partners relinquished to Baker
Bros. Advisors LP all discretion and authority with respect to the investment and voting power of the securities
held by the Funds and thus Baker Bros. Advisors LP has complete and unlimited discretion and authority with
respect to the Funds’ investments and voting power over investments.
There were no unvested shares or unvested equity awards with performance conditions. Details of changes
in shareholdings for each director up to the date of this report are shown on page 54.
Payments to former directors and for loss of office (audited)
Subsequent to her resignation from the Board, Veronica Jordan continues to serve the Company as a
consultant pursuant to a consulting agreement (the “Consulting Agreement”). The initial term of the Consulting
Agreement will be two years, provided that the term will automatically renew in one-year increments unless a notice
of termination has been provided by either party. Dr. Jordan will receive compensation of GBP 12,000 or equivalent
in local currency per year and any outstanding equity awards held by Dr. Jordan will continue to vest in accordance
with their terms, subject to Dr. Jordan continuing to comply with the terms of the Consulting Agreement through
each applicable vesting date. No new equity awards will be granted to Dr. Jordan in respect of her consulting
services.
No payments for loss of office were made.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with
those of shareholders but no formal shareholding requirements applied during 2024. In order to further align the
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
51
interests of our leadership with those of our shareholders and advance our commitment to sound corporate
governance, our Board implemented share ownership guidelines for our directors (and executive officers) in
December 2024. Under our guidelines, our directors are expected to build up ownership of ordinary shares of the
Company based on a multiple of base salary (for our CEO) or annual cash retainer (for Non-Executive Directors).
Our CEO is expected to own shares valued at least three times his base salary, and Non-Executive Directors are
expected to own shares valued at least three times their annual cash retainer. Share options and any unearned
performance-based restricted share units are not included as shares held for the purposes of our share ownership
guidelines. The guidelines took effect in 2025 and establish a five-year deadline for covered individuals to meet the
ownership requirements.
Performance graph and table
The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared
with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to
31 December 2024. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the
index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from
holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and
any other payments made to or by shareholders within the year.
Stock Price Performance Since IPO
Aligning pay with performance
The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses
paid, and SOP/EIP vesting, as a percentage of the maximum opportunity. As explained in the report in respect of the
2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful
comparative data for periods prior to that date.
Chief Executive Officer
2019
2020
2021 2022
2023
2024
Total remuneration ($000)
1,004 1,156 1,404 4,359 3,050 2,890
Actual bonus (% of the maximum)
63%
63%
72%
63%
54%
59%
SOP/EIP vesting (% of the maximum)
100%
100%
100%
100%
100%
100%
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the
Company’s employees as a whole as between the 2019 and 2024 financial years. BicycleTx Limited has been used
as the comparator company instead of the Parent Company because BicycleTx Limited employs all U.K. employees.
The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown
as not applicable given the Parent Company does not itself have any employees. As explained in the report in
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
52
respect of the 2019 financial year, 2019 was the first year reported since listing on NASDAQ. There was no change
in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for
prior years.
Percentage change 2019-2020 Percentage change 2020-2021 Percentage change 2021-2022
Percentage change 2022-2023
Percentage change 2023-2024
Base
Base
Base
Base
Base
salary / fees Benefits Bonus salary / fees Benefits Bonus salary / fees Benefits Bonus salary / fees Benefits Bonus salary / fees Benefits Bonus
Executive
Directors
Kevin Lee
15 %
100 % 16 %
14 %
100 % 31 %
(1)%
(50)% (13)%
6 %
100 %
(2) %
7 %
50 % 17 %
Non-Executive
Directors
Michael Anstey
(17)%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Felix Baker
—
—
—
—
—
—
—
—
—
—
—
—
100 %
—
—
Catherine
Bingham
71 %
—
—
(51)%
—
—
(100)%
—
—
—
—
—
—
—
—
Janice Bourque
117 %
—
—
—
—
—
11 %
—
—
9 %
—
—
6 %
100 %
—
Jose-Carlos
Gutierrez-
Ramos
—
—
—
—
—
—
76 %
—
—
5 %
—
—
26 %
100 %
—
Bosun Hau
(17)%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Veronica Jordan
500 %
—
—
7 %
—
—
17 %
—
—
9 %
—
—
(69) %
100 %
—
Richard Kender
120 %
—
—
—
—
—
5 %
—
—
6 %
—
—
4 %
100 %
—
Pierre Legault
40 %
—
—
6 %
—
—
(1)%
—
—
5 %
—
—
76 %
100 %
—
Carolyn Ng
(17)%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Stephen Sands
—
—
—
—
—
—
—
—
—
—
—
—
100 %
—
—
Sir Gregory
Winter
67 %
—
—
—
—
—
38 %
—
—
5 %
—
—
13 %
100 %
—
Average pay of
employees of
the Parent
Company
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Average pay of
employees of
the Company as
a whole
27 %
7 % 25 %
10 %
80 % 35 %
(29)%
(30)% (21)%
9 %
19 % —
6 %
24 %
7 %
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019.
Felix Baker was appointed on 18 April 2024. Veronica Jordan resigned on 17 April 2024. Stephen Sands was
appointed on 20 February 2024. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was
appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Richard
Kender and Janice Bourque were appointed during the course of 2019 with 2020 being their first full year in office.
Relative importance of spend on pay
The table below illustrates the Company’s expenditure on employee pay in comparison to total expenditure
on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the
financial statements.
2023
2024
% change
Total expenditure on research and development ($’000)(1)
140,362 171,208
22%
Total employee pay expenditure ($’000)(2)(3)
92,059 109,481
19%
(1) The Committee considers the Company’s research and development expenditure relative to salary expenditure
for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and
stage of the Company’s business. Total expenditure on research and development includes certain employee
pay expenditure including wages and salaries, social security costs and other pension costs.
(2) Total employee pay expenditure includes wages and salaries, social security costs, pension contributions, bonus,
equity compensation plans and termination benefits.
(3) No distributions to shareholders were made.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
53
Statement of implementation of remuneration policy in 2025
Annual base salary
The annual base salary of the CEO is shown in the table below:
Base salary Base salary
2024
2025
$’000
$’000
Executive Directors
Kevin Lee
756
821
Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was
GBP 594,200 effective on and from 1 January 2024 and will be GBP 654,000 on and from 1 January 2025. The
Committee determined the change in base salary for Kevin Lee based on input from Aon, including a benchmarking
analysis against comparable companies. For consistency and ease of comparison, we will continue to provide
disclosures in USD (converted by reference to the GBP : USD exchange rate on 31 December 2024 of 1.25511
(31 December 2023: 1.27313)).
Benefits and pension
In 2025, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all
senior employees in the jurisdiction in which they reside. In the U.K., where the CEO is based, this means that
employer pension contributions are 12% of base salary for Executive Directors and employees with job title of
‘director’ and above and 10% for all other employees (or, in each case, cash equivalent at the election of the relevant
employee).
Bonus
The CEO is eligible for a target bonus of 65% base salary in 2025, with final payout of up to 146% of base
salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as
may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of
corporate and personal objectives determined by the Committee.
Specific corporate and personal objectives are commercially sensitive and therefore are not disclosed in
advance. However, full details of the targets and performance against them will be disclosed when they are no
longer considered commercially sensitive.
Clawback
In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the
Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the
Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to
be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule
5608.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
54
Equity Incentive Plan
The Company granted the following equity incentive awards to directors and the Chairman in 2025 up to
the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and
market value options.
Face Value
Number
at Date
of
of
Form of
Date of
Shares
Exercise
Grant
Expiry
Director
Award
Grant
Covered
Price $(1)
$’000(2)
Date
Vest Terms(3)
Kevin Lee
Fair market value options
2 January 2025
308,000
14.00
—
2 January 2035
25% vest after one
year, remaining shares
vest in 36 equal
monthly instalments
Pierre Legault
Fair market value options
2 January 2025
25,000
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Felix Baker
Fair market value options
2 January 2025
8,801
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Janice Bourque
Fair market value options
2 January 2025
12,500
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Jose-Carlos
Gutierrez-Ramos
Fair market value options
2 January 2025
12,500
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Richard Kender
Fair market value options
2 January 2025
12,500
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Alessandro Riva(4)
Fair market value options
25 March 2025
25,000
9.20
—
25 March 2035
Vest in three equal
annual instalments
Stephen Sands
Fair market value options
2 January 2025
10,787
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Sir Gregory Winter
Fair market value options
2 January 2025
12,500
14.00
—
2 January 2035
Vest in four equal
quarterly instalments
Kevin Lee
Restricted share units
2 January 2025
123,200
—
1,725
—
25% vest after one
year, remaining shares
vest in 12 equal
quarterly instalments
Pierre Legault
Restricted share units
2 January 2025
12,500
—
175
—
Vest in four equal
quarterly instalments
Felix Baker
Restricted share units
2 January 2025
4,400
—
62
—
Vest in four equal
quarterly instalments
Janice Bourque
Restricted share units
2 January 2025
6,250
—
88
—
Vest in four equal
quarterly instalments
Jose-Carlos
Gutierrez-Ramos
Restricted share units
2 January 2025
6,250
—
88
—
Vest in four equal
quarterly instalments
Richard Kender
Restricted share units
2 January 2025
6,250
—
88
—
Vest in four equal
quarterly instalments
Alessandro Riva(4)
Restricted share units
25 March 2025
12,500
—
115
—
Vest in three equal
annual instalments
Stephen Sands
Restricted share units
2 January 2025
5,393
—
76
—
Vest in four equal
quarterly instalments
Sir Gregory Winter
Restricted share units
2 January 2025
6,250
—
88
—
Vest in four equal
quarterly instalments
(1)
For options, exercise price is equal to the market value of the underlying shares at the date of grant.
(2)
The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable
exercise price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying
shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant.
Upon settlement of RSUs, the holders are required to pay a nominal fee of £0.01 per share.
(3)
The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors.
(4)
On 23 March 2025, the Board appointed Alessandro Riva, M.D., to the Board, effective as of the close of business on 25 March 2025.
Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Dr. Riva was granted an option to purchase 25,000
ordinary shares and RSUs of 12,500 ordinary shares in connection with his appointment.
No other grants are currently proposed for 2025.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Remuneration Report (continued)
55
Non-Executive Directors’ fees
Non-Executive Directors will receive the following annual fees for 2025, which will be paid in cash, as
follows. These have been increased from the 2024 fees following review and benchmarking against our peers:
Fees
(effective from 1 January 2025)
000s
Base fee:
Board Chair
$12
Board member
$50
Additional fees:
Audit Committee Chair
$25
Audit Committee member
$15
Compensation Committee Chair
$20
Compensation Committee member
$10
Nominating and Corporate Governance Committee Chair
$15
Nominating and Corporate Governance Committee member
$10
Strategic Committee Chair
$50
Strategic Committee member
$35
Scientific Committee Chair
$15
Scientific Committee member
$10
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal
situation of each Non-Executive Director.
Non-Executive Directors will not be eligible to participate in any performance-based incentive plans.
Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and
reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any
gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-
Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board
meetings will be entitled to receive a cash fee of $4,000 per meeting.
Shareholder voting on remuneration matters at AGM
The table below sets out the votes cast at our AGM in May 2024 in respect of the previous Directors’
Remuneration Report and the votes cast at our AGM in June 2023 in respect of the Directors’ Remuneration Policy.
Votes for
Votes against
Votes withheld
%
Number
%
Number
Number
Directors' Remuneration Report
96.82 36,200,790 3.18 1,188,057
9,260
Directors' Remuneration Policy
92.97 26,075,659 7.03 1,971,866
9,396
On behalf of the Board
Janice Bourque
Chair of the Compensation Committee
17 April 2025
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Report
56
The directors present their report and the audited financial statements of Bicycle Therapeutics plc (the
“Parent Company”) for the year ended 31 December 2024 and, the audited consolidated financial statements of
Bicycle Therapeutics plc and its subsidiaries, BicycleTx Limited, BicycleRD Limited and Bicycle Therapeutics Inc.
(the “Company”) for the year ended 31 December 2024.
Bicycle Therapeutics plc is a public company limited by shares and incorporated and domiciled in England
and Wales. BicycleTx Limited, and BicycleRD Limited are registered in England and Wales. Bicycle
Therapeutics Inc. is registered in the U.S.
Where stated certain information is not shown in the directors report because it is shown in the Strategic
Report instead under section 414C(11) of the Companies Act 2006 (the “Companies Act”). This includes the Section
172 Statement that summarises how the Directors have had regard to the need to foster the Company’s business
relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions
taken by the Company during the financial year.
Results and dividends
The results of the Company for the year are set out on page 67. During the year ended 31 December 2024,
no dividend was declared or paid (year ended 31 December 2023: $Nil). The directors do not recommend the
payment of any further dividend.
Directors
The directors of the Parent Company who held office during the year and up to the date of signing the
financial statements, unless otherwise stated, were as follows:
Felix Baker (appointed 18 April 2024)
Janice Bourque
Jose-Carlos Gutierrez-Ramos
Veronica Jordan (resigned 17 April 2024)
Richard Kender
Kevin Lee
Pierre Legault
Alessandro Riva (appointed 25 March 2025)
Stephen Sands (appointed 20 February 2024)
Gregory Winter
Capital structure
Details of the issued share capital, together with details of shares issued during the year, are set out in note
18 to the financial statements. There are two classes of ordinary shares, neither of which carry any right to fixed
income. Each ordinary share carries the right to one vote at a general meeting of the Parent Company while non-
voting ordinary shares carry no voting rights.
Other than the transfer conditions on non-voting ordinary shares as outlined in note 18 to the financial
statements, there are no specific restrictions on the size of a holding or on the transfer of shares, which are both
governed by the general provisions of the Parent Company’s articles of association and prevailing legislation. The
directors are not aware of any agreements between holders of the Parent Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the Parent Company’s share capital and all issued shares
are fully paid. Subject to the Companies Act and any relevant authority of the Parent Company in general meeting,
the Parent Company has authority to issue new shares.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Report (continued)
57
Political donations
No political donations were made, and no political expenditure was incurred, by the Company during the
current and prior year. No contributions were made to any non-U.K. political party by the Company during the
current and prior year.
Research and development activities
The directors are satisfied that research and development activities of the Company are progressing
satisfactorily. Total research and development expenditure during the year was $171.2 million (year ended
31 December 2023: $140.4 million).
Going concern
The Company is involved in research and development activities and until it is able to convert this activity
into a significant product revenue stream, it will be reliant upon obtaining additional funding in connection with
continuing operations. More detailed analysis of the risks faced by the Company is given in the Strategic Report.
At 31 December 2024, the Company had cash and cash equivalents of $879.5 million and the directors
estimate the Company’s existing cash and cash equivalents at the date of approval of these financial statements is
sufficient to continue to fund the Company’s operating expenses for the foreseeable future at least 12 months from
the date of that approval and that is therefore appropriate to prepare these financial statements on a going concern
basis.
Employee involvement
The Company is committed to the continued development of employee involvement by an effective
communications and consultative framework. Please refer to the “Employee, social, community and human rights
matters” section included in our Strategic Report, beginning on page 12 of this document.
Greenhouse gas emissions, energy consumption and energy efficiency action
Please refer to the “Environmental matters” section included in our Strategic Report, beginning on page 12
of this document.
Financial risk management
Please refer to the “Financial risk management” section included in our Strategic Report, beginning on
page 11 of this document.
Qualifying third party indemnity provisions
The Parent Company has made qualifying third-party indemnity provisions for the benefit of its directors,
certain executives and certain investors that were in force during the year and at the date of this report.
Disclosure of information to the auditors
So far as each person who was a director at the date of approving this report is aware, there is no relevant
audit information, being information needed by the auditors in connection with preparing its reports, of which the
auditors are unaware. Having made enquiries of fellow directors and the company’s auditors, each director has taken
all the steps that he/she is obliged to take as a director in order to make himself/herself aware of any relevant audit
information and to establish that the auditors are aware of that information.
Branches outside of the UK
The Parent Company has no overseas branches.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Report (continued)
58
Future developments
Information on likely future developments in the business of the Company has been included in the
Strategic Report on page 9.
Post balance sheet events
The directors are not aware of any events that have occurred subsequent to the end of the year that may
materially impact the results of the financial statements, other than as disclosed in note 26 to the financial
statements.
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have prepared the Parent Company and the Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102
“The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Parent Company and the Company and of the profit or loss of
the Company for that period. In preparing the financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed,
subject to any material departures disclosed and explained in the financial statements;
•
make judgements and accounting estimates that are reasonable and prudent; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
group and company will continue in business.
The directors are responsible for safeguarding the assets of the Parent Company and the Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and
explain the Parent Company’s and the Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Parent Company and the Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
Directors’ confirmations
In the case of each director in office at the date the directors’ report is approved:
•
so far as the director is aware, there is no relevant audit information of which the Parent Company’s and the
Company’s auditors are unaware; and
•
they have taken all the steps that they ought to have taken as a director in order to make themselves aware
of any relevant audit information and to establish that the Parent Company’s and the Company’s auditors
are aware of that information.
Bicycle Therapeutics plc
year ended 31 December 2024
Directors’ Report (continued)
59
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a
resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting to be held
on 17 June 2025.
The financial statements on pages 67 to 105 were approved by the board of directors on 4 April 2025.
This report was approved by the board of directors on 4 April 2025 and signed on behalf of the board of
directors by:
Kevin Lee
Director
17 April 2025
Bicycle Therapeutics plc
year ended 31 December 2024
60
Independent auditors’ report to the
members of Bicycle Therapeutics plc
Report on the audit of the financial statements
Opinion
In our opinion, Bicycle Therapeutics plc’s group financial statements and company financial statements (the “financial
statements”):
•
give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the
group’s loss, the company’s profit and the group’s cash flows for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law); and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Parent
Company balance sheets as at 31 December 2024; the Consolidated statement of comprehensive income, the Consolidated
and Parent Company statement of changes in equity, and the Consolidated statement of cash flows for the year then ended;
and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Audit scope
•
The scope of our audit covered the financially significant components, comprising Bicycle Therapeutics plc (the parent
company), Bicycle Tx Limited and Bicycle Therapeutics Inc. We conducted a full scope audit of each of these
components. These audit procedures covered 100% of the Group's revenue and 99.95% of the Group's total assets
and liabilities.
Key audit matters
•
Revenue recognition - Estimating costs to complete the performance obligations in collaboration and license
agreements (group)
Bicycle Therapeutics plc
Registered in England No: 11036004
61
•
Recoverability of investment in subsidiaries and amounts owed by group undertakings (parent)
Materiality
•
Overall group materiality: $11,300,000 (2023: $9,500,000) based on 5% of loss before tax.
•
Overall company materiality: $14,700,000 (2023: $8,920,000) based on 1% of total assets.
•
Performance materiality: $8,475,000 (2023: $7,125,000) (group) and $11,025,000 (2023: $6,690,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition - Estimating costs to complete the
performance obligations in collaboration and license
agreements (group)
Refer to Note 3, Note 4 and Note 5 of the financial
statements for management’s disclosure of accounting
policies, critical accounting estimates and significant
judgements and further explanation in the notes to the
financial statements. the Company recorded $35.3 million
of revenue for the year ended December 31, 2024, in
connection with collaboration and license agreements. As
disclosed by management, the Company recognizes as
revenue the amount of the transaction price that is
allocated to the respective performance obligation when
(or as) each performance obligation is satisfied at a point
in time or over time, and if over time, based on the use of
an input method. Management evaluates the measure of
progress at each reporting period and, if necessary,
adjusts the measure of performance and related revenue
recognition. The measure of progress, and thereby
periods over which revenue should be recognized, are
subject to estimates by management and may change
over the course of an arrangement. Management
recognizes revenue related to amounts allocated to the
performance obligations in the collaboration and license
agreements as the underlying services are performed
using a proportional performance model over the period
of service using input-based measurements of full-time
equivalent efforts and external costs incurred to date as a
percentage of total expected full-time equivalent efforts
and external costs, which best reflects the progress
towards satisfaction of the performance obligations. The
principal considerations for our determination that
performing procedures relating to estimating costs to
We have performed the following procedures to address
the key audit matter:
•
We have gained an understanding of the control
environment surrounding the revenue business
process including testing management’s process
for determining estimated costs to complete the
performance obligations under the respective
collaboration and license agreements;
•
we have evaluated the appropriateness of the
input method used by management for the
recognition of revenue;
•
we have tested the completeness, accuracy, and
relevance of the data used by management in
determining the estimated costs, and evaluated
the reasonableness of the significant assumptions
used by management related to the expected full-
time equivalent efforts and external costs to
complete the performance obligations.
•
Evaluating the reasonableness of significant
judgments and assumptions related to the
expected full-time equivalent efforts and external
costs involved (i) evaluating the identification of
circumstances that may warrant a change to
estimated costs to complete, (ii) testing the actual
costs incurred, and (iii) performing retrospective
reviews of costs incurred to evaluate
management’s ability to estimate future costs to
complete performance obligations.
Bicycle Therapeutics plc
Registered in England No: 11036004
62
complete the performance obligations in collaboration
and license agreements is a key audit matter are (i) the
significant judgment exercised by management in
determining the total costs to complete the performance
obligations under such collaboration and license
agreements, and (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and
evaluating management’s significant assumptions related
to the expected full-time equivalent efforts and external
costs to complete the performance obligations under
such collaboration and license agreements.
Recoverability of investment in subsidiaries and amounts
owed by group undertakings (parent)
Refer to Note 14 for investment in subsidiaries and note
15 for amounts owed by the group undertakings. The
Parent Company has an investment in subsidiary
companies of $146 million as of 31 December 2024 and
amounts owed by group undertakings of $533 million as
of 31 December 2024. As of 31 December 2024, the
market capitalisation of Bicycle Therapeutics plc (Group)
has fallen below the net assets held by the parent
company (which is majorly comprised of cash,
investments in subsidiary companies and amounts owed
by group undertakings). For investment in and
receivables from subsidiary companies, management
performed an impairment assessment and concluded
there is no impairment based on the implied value of the
Company determined by the price paid for shares during
the Company’s share capital raise in May 2024.
Management have concluded that there are no adverse
developments subsequent to the capital raise that
significantly impacted the Company’s business activities.
Management expects to utilise the cash balance of
$879.5 million in performing research and development
activities to create value for the Group which may lead to
a higher market capitalisation of the Group in the future.
Management also considered that the value of the group
is derived from the intellectual property and external
collaboration contracts housed within the subsidiary
companies. Based on the above assessment,
management concluded that the investment in subsidiary
companies and amounts owed by group undertakings in
the parent company balance sheet are not impaired.
We have performed following procedures to address the
key audit matter:
•
We have gained an understanding of the control
environment over investments in subsidiary
companies and amounts owed by group
undertakings.
•
We have obtained management’s impairment
assessment and assessed its reasonableness.
•
We assessed that there is an indicator of
impairment as the market capitalisation of the
Group is lower than the net assets of the parent
company as of 31 December 2024. We concur
with management’s judgment that the value of the
Group is derived from the intellectual property
owned by the subsidiary companies and external
collaboration contracts to which the subsidiary
companies are parties in.
•
We verified the cash proceeds arising from the
share capital raise in May 2024.
•
We concur with management's judgement that
the implied value of the Group based on price
paid per share during the May 2024 capital raise
is higher than the carrying amount of investment
in and receivable from subsidiary company.
•
Based on above procedures we concur with
management’s conclusion that no impairment is
required in respect of investments in subsidiary
companies and amounts owed by group
undertakings.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and
controls, and the industry in which they operate.
The Group comprises four entities, Bicycle Therapeutics plc (the parent company), BicycleTx Limited, Bicycle Therapeutics
Inc. and BicycleRD Limited (the subsidiary companies) of which all except BicycleRD Limited were scoped in as significant
components for our group audit. Full scope audits were performed over the financial information of the three significant
components and our work was fully substantive in nature. This approach provided 100% coverage of the Group's revenue
and 99.95% of the Group's total assets and liabilities.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
group’s and company’s financial statements, and we remained alert when performing our audit procedures for any indicators
Bicycle Therapeutics plc
Registered in England No: 11036004
63
of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s
and company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - group
Financial statements -
company
Overall
materiality
$11,300,000 (2023: $9,500,000).
$14,700,000 (2023:
$8,920,000).
How we
determined it
5% of loss before tax
1% of total assets
Rationale for
benchmark
applied
Loss before tax is the generally accepted benchmark, given that,
in most circumstances, this is the measure of greatest
significance to the financial statement users since the Company's
equity securities are publicly traded and it is a profit oriented
entity.
We believe that total assets is
the most appropriate benchmark
as the Parent Company is a
holding company.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was between $4.1 million to $8.3 million. Certain components were
audited to a local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to
$8,475,000 (2023: $7,125,000) for the group financial statements and $11,025,000 (2023: $6,690,000) for the company
financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our
normal range was appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit
above $565,000 (group audit) (2023: $475,000) and $735,000 (company audit) (2023: $446,000) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern
basis of accounting included:
•
Discussion with management on progress of research programs in the year as well as future developments;
•
Obtaining management's cash flow forecasts for the period to 31 December 2027, testing the mathematical accuracy of
the calculations and assessing the completeness and accuracy of the data used; and
•
Evaluation of management's assessment of key assumptions contained within the cash flow forecasts.
Bicycle Therapeutics plc
Registered in England No: 11036004
64
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's
and the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
Bicycle Therapeutics plc
Registered in England No: 11036004
65
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to Companies Act 2006 and corporate taxation, and we considered the extent to which non-compliance
might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the
principal risks were related to misappropriation of cash through manipulation of vendor master data, fraudulent financial
reporting by overstatement of revenue through manual journal entries and management bias in accounting judgements and
estimates for revenue.. The group engagement team shared this risk assessment with the component auditors so that they
could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group
engagement team and/or component auditors included:
•
enquiries of management and the entity's General Counsel around actual and potential litigation and claims including
known or suspected instances of non-compliance with laws and regulations and fraud;
•
completing a detailed fraud risk assessment, through enquiries of management and other officers of the Company
outside the finance function and considering the overall control environment in place;
•
inspecting minutes of meetings of the Board of Directors and its Committees;
•
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
•
challenging the assumptions made by management in their significant accounting estimates, in particular in relation to
revenue recognition;
•
substantive testing on bank details of new vendors and updates to the bank details of existing vendors; and
•
designing audit procedures to incorporate unpredictability around nature, timing and extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In
other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is
selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Bicycle Therapeutics plc
Registered in England No: 11036004
66
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received
from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
David Farmer (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Cambridge
17 April 2025
Bicycle Therapeutics plc
Registered in England No: 11036004
67
Consolidated statement of comprehensive income
for the year ended 31 December 2024
Year ended
Year ended
31 December 2024 31 December 2023
Note
$’000
$’000
Revenue
5
35,275
25,859
Administrative expenses
6
(294,171)
(228,146)
Other operating income
6
260
990
Operating loss
6
(258,636)
(201,297)
Interest receivable and similar income
7
34,770
14,002
Interest payable and similar expenses
7
(2,684)
(3,296)
Net other income
32,086
10,706
Loss before taxation
(226,550)
(190,591)
Tax on loss
8
43,853
22,013
Loss for the financial year
(182,697)
(168,578)
Other comprehensive income
Foreign exchange translation differences
10,081
(16,001)
Total comprehensive expense for the year
(172,616)
(184,579)
Basic and diluted loss per ordinary share
23
$
(3.14) $
(4.74)
Weighted average number of ordinary shares
58,207,593
35,592,362
The notes on pages 72 to 105 are an integral part of the consolidated financial statements.
Bicycle Therapeutics plc
Registered in England No: 11036004
68
Consolidated and Parent Company balance sheets
as at 31 December 2024
Consolidated
Parent Company
As at
As at
As at
As at
31 December 31 December 31 December 31 December
2024
2023
2024
2023
Note
$’000
$’000
$’000
$’000
Fixed assets
Intangible assets
12
17
51
—
—
Tangible assets
13
9,499
14,485
—
—
Investments in subsidiaries
14
—
—
145,882
109,432
9,516
14,536
145,882
109,432
Current assets
Debtors
15
56,942
42,179
535,990
309,188
Cash at bank and in hand
879,520
526,423
788,196
473,410
936,462
568,602 1,324,186
782,598
Creditors: amounts falling due within one year
16
(64,017)
(68,836)
—
—
Net current assets
872,445
499,766 1,324,186
782,598
Total assets less current liabilities
881,961
514,302 1,470,068
892,030
Creditors: amounts falling after more than one year
17
(93,607) (141,506)
—
(30,698)
Net assets
788,354
372,796 1,470,068
861,332
Capital and reserves
Called up share capital
18
890
550
890
550
Share premium account
18
1,221,938
670,623 1,221,938
670,623
Other reserve
18
(3,442)
(3,442)
(3,442)
(3,442)
Exchange reserve
18
8,142
(1,939)
(10)
(10)
General reserve
18
145,489
108,970
145,489
108,970
(Accumulated losses)/retained earnings
18
(584,663) (401,966)
105,203
84,641
Total shareholders’ funds
788,354
372,796 1,470,068
861,332
The Parent Company’s profit for the financial year ended 31 December 2024 is $20,562k (year ended
31 December 2023: profit of $10,431k).
The Consolidated and Parent Company financial statements on pages 67 to 105 were approved by the board
of directors on 4 April 2025 and signed on behalf of the board of directors by:
Kevin Lee
Director
17 April 2025
The notes on pages 72 to 105 are an integral part of the financial statements.
Bicycle Therapeutics plc
Registered in England No: 11036004
69
Consolidated statement of changes in equity
for the year ended 31 December 2024
Called up
Share
Total
share
premium
Exchange General Accumulated losses shareholders’
capital
account
reserve
reserve
and other reserves
funds
$’000
$’000
$’000
$’000
$’000
$’000
Balance as at 1 January 2023
387 420,760 14,062 72,499
(236,830)
270,878
Loss for the financial year
—
—
—
—
(168,578) (168,578)
Shares issued ADS’s and non-voting
ordinary shares (net of costs of issue)
162 249,183
—
—
—
249,345
Shares issued from the exercise of
options and settlement of RSUs
1
680
—
—
—
681
Share options and RSUs granted
—
—
— 36,471
—
36,471
Total transactions with owners,
recognised directly in equity
163 249,863
— 36,471
—
286,497
Currency translation adjustment
—
— (16,001)
—
—
(16,001)
Balance as at 31 December 2023
550 670,623 (1,939) 108,970
(405,408)
372,796
Loss for the financial year
—
—
—
—
(182,697) (182,697)
Shares issued ADS’s and non-voting
ordinary shares (net of costs of issue)
331 543,796
—
—
—
544,127
Shares issued from the exercise of
options and settlement of RSUs
9
7,519
—
—
—
7,528
Share options and RSUs granted
—
—
— 36,519
—
36,519
Total transactions with owners,
recognised directly in equity
340 551,315
— 36,519
—
588,174
Currency translation adjustment
—
— 10,081
—
—
10,081
Balance as at 31 December 2024
890 1,221,938 8,142 145,489
(588,105)
788,354
The notes of pages 72 to 105 are an integral part of the consolidated financial statements.
Bicycle Therapeutics plc
Registered in England No: 11036004
70
Parent Company statement of changes in equity
for the year ended 31 December 2024
Called up
Share
Total
share
premium
Exchange General Retained earnings shareholders’
capital
account
reserve
reserve
and other reserves
funds
$’000
$’000
$’000
$’000
$’000
$’000
Balance as at 1 January 2023
387 420,760
(10) 72,499
70,768
564,404
Profit for the financial year
—
—
—
—
10,431
10,431
Shares issued ADS’s and non-voting
ordinary shares (net of costs of issue)
162 249,183
—
—
—
249,345
Shares issued from the exercise of
options and settlement of RSUs
1
680
—
—
—
681
Share options and RSUs granted
—
—
— 36,471
—
36,471
Total transactions with owners,
recognised directly in equity
163 249,863
— 36,471
—
286,497
Balance as at 31 December 2023
550 670,623
(10) 108,970
81,199
861,332
Profit for the financial year
—
—
—
—
20,562
20,562
Shares issued ADS’s and non-voting
ordinary shares (net of costs of issue)
331 543,796
—
—
—
544,127
Shares issued from the exercise of
options and settlement of RSUs
9
7,519
—
—
—
7,528
Share options and RSUs granted
—
—
— 36,519
—
36,519
Total transactions with owners,
recognised directly in equity
340 551,315
— 36,519
—
588,174
Balance as at 31 December 2024
890 1,221,938
(10) 145,489
101,761 1,470,068
The notes of pages 72 to 105 are an integral part of the financial statements.
Bicycle Therapeutics plc
Registered in England No: 11036004
71
Consolidated statement of cash flows
for the year ended 31 December 2024
Year ended
Year ended
31 December 2024 31 December 2023
Note
$’000
$’000
Cash flow from operating activities
19
(227,277)
(90,307)
Taxation received
30,110
19,026
Net cash used in operating activities
(197,167)
(71,281)
Cash flow from investing activities
Purchase of intangible assets
(11)
—
Purchase of tangible assets
(1,230)
(3,164)
Interest received
33,017
12,064
Net cash provided by investing activities
31,776
8,900
Cash flow from financing activities
Interest paid
(1,486)
(2,856)
Proceeds from issuance of ADS’s and non-voting ordinary shares
(net of costs of issue)
544,127
249,345
Repayment of loan
(31,863)
—
Proceeds from the exercise of share options and sale of ordinary
shares
7,528
681
Principal payments on finance lease
(42)
—
Net cash generated from financing activities
518,264
247,170
Net increase in cash and cash equivalents
352,873
184,789
Exchange gain on cash and cash equivalents
224
2,480
Cash and cash equivalents at the beginning of the year
526,423
339,154
Cash and cash equivalents at the end of the year
879,520
526,423
The notes of pages 72 to 105 are an integral part of the consolidated financial statements.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements
72
1
General information
Bicycle Therapeutics plc (the “Parent Company”) and, together with its subsidiaries (the “Company”), is a
clinical-stage pharmaceutical company developing a novel and differentiated class of medicines, which the
Company refers to as Bicycle® molecules, for diseases that are underserved by existing therapeutics. Bicycle
molecules are a unique therapeutic modality combining the pharmacology usually associated with a biologic with
the manufacturing and pharmacokinetic properties of a small molecule.
The Parent Company is a public company limited by shares and incorporated in England and Wales and
quoted on the NASDAQ capital market under the ticker BCYC.
Its registered number is: 11036004.
Its registered office is: Blocks A & B, Portway Building, Granta Park, Great Abington, Cambridge, United
Kingdom, CB21 6GS .
2
Statement of compliance
The consolidated financial statements of the Company and the financial statements of the Parent Company
have been prepared in compliance with U.K. Accounting Standards, including Financial Reporting Standard 102,
‘The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ and the
Companies Act 2006 (the “Companies Act”).
3
Summary of significant accounting policies
Basis of preparation
These financial statements are prepared on a going concern basis, under the historical cost convention, as
modified by the recognition of certain financial assets and liabilities measured at fair value. Currently there are no
financial assets and liabilities measured at fair value.
The accompanying consolidated financial statements of the Company include the accounts of Bicycle
Therapeutics plc and its wholly owned subsidiaries, BicycleTx Limited, BicycleRD Limited and Bicycle
Therapeutics Inc. All intercompany balances and transactions have been eliminated in consolidation.
The financial statements have been prepared under the historical cost accounting rules and in accordance
with the Companies Act.
Accounting policies have been applied consistently other than when new policies have been adopted.
The Company has taken advantage of the exemption in section 408 of the Companies Act from presenting
its individual statement of comprehensive income.
The preparation of financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Company and the Parent Company
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements, are disclosed in note 4.
Exemptions for qualifying entities under FRS 102
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to conditions, from preparing a
Parent Company statement of cash flows, on the basis that it is a qualifying entity and the Parent Company’s cash
flows are included in the consolidated statement of cash flows. In addition, the Parent Company is exempted from
disclosing share-based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and
26.23 concerning its own equity instruments as the Parent Company financial statements are presented with the
consolidated financial statements and the relevant disclosures are included therein.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements
3 Summary of significant accounting policies (continued)
73
Parent Company has also taken the exemption available from disclosing the company key management
compensation as required by FRS102 paragraph 33.7.
Going concern
The Company is involved in research and development activities and until it is able to convert this activity
into a significant product revenue stream, it will be reliant upon obtaining additional funding in connection with
continuing operations. More detailed analysis of the risks faced by the Company is given in the Strategic Report.
At 31 December 2024, the Company had cash and cash equivalents of $879.5 million and the directors
estimate the Company’s existing cash and cash equivalents at the date of approval of these financial statements is
sufficient to continue to fund the Company’s operating expenses for the foreseeable future at least 12 months from
the date of that approval and that is therefore appropriate to prepare these financial statements on a going concern
basis.
Revenue
Revenue represents the fair value of amounts received or receivable in respect of collaborative research
agreements, licence fees or milestone payments (excluding value added tax). These are recognised as revenue when
the specific conditions stipulated in the agreements have been satisfied and the significant risks and rewards of
ownership have been transferred to the customer.
Licencing agreements may consist of multiple elements and provide for various forms of consideration
terms, such as upfront, development, regulatory and sales milestones, sales-based royalties and similar payments. To
account for arrangements with multiple elements, separately identifiable components within the contract and the
arrangement transaction price are identified. Development and regulatory approval milestones are included within
the allocated transaction price only when it becomes probable that economic benefits will flow to the entity and the
amount of revenue can be measured with reliability.
The fair value of the arrangement transaction price is allocated to the different separately identifiable
components based on the relative standalone selling price of those services provided. The allocated transaction price
is recognised over the respective performance period of each separately identifiable component. Amounts received
in advance of the revenue recognition criteria being met are initially reported as deferred revenue.
The Company provides research and development services to its customers which often culminate in the
provision of a licence to developed intellectual property. Where services are provided in the research and
development or identification of a licenced molecule, the services are not considered to be a separately identifiable
component to the customer/licensor if they are not distinct from the licence. Any upfront income received under
such arrangements is considered to be consideration for the combined licence and research and development
services component and it is recognised over the research and development term. When the services performed are
an indeterminate number of acts over a specified period of time, revenue is recognised on a straight-line basis. When
performance of services can be estimated reliably, the Company recognises revenue associated with the transaction
by reference to the stage of completion of the transaction at the end of the reporting period. Where arrangements
involve upfront consideration allowing customers the option to select additional licences and/or research and
development services that represent a material right, such consideration is deferred until the option is exercised (in
which case the revenue is recognised as the related services are performed) or expires (in which case the revenue is
recognised immediately, as the Company has no further obligations under the arrangement).
Customer options for future components that do not represent material rights are accounted for as separate
arrangements when they occur.
Where the Company grants a licence to its intellectual property and there are no further conditions
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
74
stipulated in the agreement related to separately identifiable components and the significant risks and rewards of
ownership have been transferred to the customer the licence revenues are recognised when receipt of subsequent
milestones is probable. This is typically when the milestone event is achieved or satisfied.
Impairment of non-financial assets
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether
there is an indication that the asset may be impaired. If there is such an indication the recoverable amount of the
asset is compared to the carrying amount of the asset. If the recoverable amount of the asset is estimated to be lower
than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is
recognised in the statement of comprehensive income.
Tangible assets and depreciation
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.
The cost of tangible fixed assets is their purchase cost, together with any incidental costs of acquisition. The assets’
residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The
effect of any change is accounted for prospectively.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to their
residual values over their estimated useful lives, as follows:
Laboratory equipment
3 to 5 years
Office equipment
3 to 5 years
Computer equipment
3 years
Leasehold improvements
over the remaining period of the lease
Intangible assets and amortisation
Intangible assets comprise intellectual property licences and computer software and are stated at capitalised
cost less accumulated amortisation and accumulated impairment losses.
Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets
to their residual values over their estimated useful lives, assessed by the directors on a case-by-case basis, as
follows:
•
Intellectual property licences:
5 to 15 years
•
Computer software:
3 years
The assets are reviewed for impairment if there is an indication that the carrying amount may be impaired.
Provision is made against the carrying value of such assets when an impairment in value is deemed to have
occurred.
Costs associated with maintaining intellectual property and computer software are recognised as an expense
as incurred. Amortisation is included in other operating expenses in the statement of comprehensive income.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, money market funds, and
other short-term highly liquid investments that are readily convertible into known amounts of cash with original
maturities of three months or less.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
75
Leases
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases.
Payments under operating leases are charged to the statement of comprehensive income on a straight-line basis over
the period of the lease. Incentives received to enter into an operating lease are credited to the statement of
comprehensive income, to reduce the lease expense, on a straight-line basis over the period of the lease.
Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as
finance leases. Rights of use and obligations under finance leases are recognised as assets and liabilities in the
consolidated balance sheet at an amount equal to the present value of the minimum lease payments. Finance lease
assets are depreciated on a straight-line basis over the earlier of the useful life of the asset or the lease term and
interest expense is recognized based on the effective interest method. The Company’s lease terms include the period
covered by extension options and exclude the period covered by termination options when it is reasonably certain
that the Company will exercise that option.
Debtors
Short term debtors are measured at transaction price, less any impairment. The Company makes an estimate
of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors,
management considers factors including the current credit rating of the debtor, the ageing profile of debtors and
historical experience.
Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are
measured initially at the transaction price, and are measured subsequently at amortised cost using the effective
interest method.
Investments in subsidiaries — Parent Company
Investments in subsidiaries are held at cost less accumulated impairment losses.
Provisions and contingencies
Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of
past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the
obligation can be estimated reliably.
Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole.
Provisions are measured at the present value of the expenditures expected to be required to settle the
obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Contingencies
Contingent liabilities are not recognised, except those acquired in a business combination. Contingent
liabilities arise as a result of past events when i) it is not probable that there will be an outflow of resources or that
the amount cannot be reliably measured at the reporting date or ii) when the existence will be confirmed by the
occurrence or non-occurrence of uncertain future events not wholly within the Company’s control. Contingent
liabilities are disclosed in the financial statements unless the probability of an outflow of resource is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of
economic benefits is probable.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
76
Grant income
Government grants are not recognised until there is reasonable assurance that the Company will comply
with the conditions of the grants and also that the grants will be received. Government grants are recognised in profit
or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for
which the grants are intended to compensate. Grants from non-exchange transactions, other than government grants,
that impose future performance related conditions are recognised in income only when the performance-related
conditions are met. Grant income is recognised gross in the statement of comprehensive income as operating
income. For the year ended 31 December 2024, the Company recognised government grant income of $84k (year
ended 31 December 2023: $989k) and income from non-exchange transactions other than government $175k (year
ended 31 December 2023: $nil). The Company did not directly benefit from any other forms of government
assistance.
Interest income
Interest income is recognised using the effective interest rate method.
Employee benefits
The Company provides a range of benefits to employees, including annual bonus arrangements, paid
holiday arrangements and defined contribution pension plans.
Short term benefits
Short term benefits, including holiday pay and other non-monetary benefits are recognised as an expense in
the period in which the service is received.
Pension costs
The Company operates a defined contribution plan for its U.K. employees and a defined-contribution
savings plan under Section 401(k) for its U.S. employees. Under these plans the company pays fixed contributions
into a separate entity. Once the contributions have been paid the company has no further payment obligations. The
contributions are recognised as an expense when they are due. Differences between contributions payable and
contributions actually paid in the period are shown as either accruals or prepayments at the year end. The assets of
the plan are held separately from the Company in independently administered funds.
Share-based payments
The Company provides share-based payment arrangements to certain employees.
Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of the grant. The fair value is expensed on a graded basis over the vesting period. The amount
recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. An attrition rate
based on the Company’s average historic attrition over the past period corresponding to the length of the vesting
period is used.
Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair
value is recognised over the period from the date of modification to date of vesting. Where a modification is not
beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations
are treated as an acceleration of vesting and the unvested amount is recognised immediately in the statement of
comprehensive income.
The fair value of each restricted share award is based on the fair value of the Parent Company’s shares, less
any applicable purchase price. The fair value of each share option award is estimated using the Black-Scholes
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
77
option-pricing model which requires inputs based on certain subjective assumptions, including the fair value of
shares, the expected share price volatility, the expected term of the award, the risk-free interest rate and expected
dividends. The Company estimates its volatility by using a blend of its stock price history for the length of time it
has market data for its shares and the historical volatility of similar public companies for the expected term of each
grant. The Company will continue to apply this process until a sufficient amount of historical information regarding
the volatility of its own share price becomes available.
Provision is made for National Insurance contributions on outstanding share options that are expected to be
exercised using the latest enacted National Insurance rates applied to the difference between the market value of the
underlying shares at the balance sheet date and the option exercise price. The Company has no cash-settled
arrangements. The Parent Company has no employees and thus there is no charge in the statement of comprehensive
income for share-based payments for the Parent Company. The charge for share-based payments has been
recognised as an increase in cost of investment in subsidiaries.
Annual bonus plan
The Company operates an annual bonus plan for employees. An expense is recognised in the statement of
comprehensive income when the Company has a legal or constructive obligation to make payments under the plan
as a result of past events and a reliable estimate of the obligation can be made.
Taxation
Taxation income and expense for the year comprises current and deferred tax recognised in the
reporting year. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other
comprehensive income or directly in equity respectively.
Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years.
Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Income tax credit
The Company benefits from the U.K. research and development tax credit regime under both the small and
medium sized enterprise (“SME”) scheme and by claiming a Research and Development Expenditure Credit
(“RDEC”) in respect of grant funded projects. Under the SME regime, a portion of the Company’s losses are
surrendered for a cash rebate of up to 33.3% of eligible expenditures incurred prior to 1 April 2023, and up to 18.6%
of eligible expenditures incurred thereafter. Amendments to the U.K. R&D tax credit regime included in Finance
Act 2024, which was enacted in February 2024, increased the cash rebate that may be claimed from such date to
26.97% of qualifying expenditure, if we qualify as “R&D intensive” for an accounting period (broadly, a loss
making SME whose relevant R&D expenditure represents 40% for accounting periods beginning on or after
1 April 2023, or 30% for accounting periods beginning on or after 1 April 2024, of its total expenditure for that
accounting period). The Company was an R&D intensive SME for the years ended 31 December 2024 and 2023.
Such credits are calculated based on the amount and nature of the research and development expenditure incurred
and are accounted for within the tax provision in the year in which the expenditures were incurred.
Deferred tax
Provision is made for deferred tax assets and liabilities arising from timing differences between the
recognition of gains and losses in the accounts and their recognition for tax purposes.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
78
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the
period end and that are expected to apply to the reversal of the timing difference.
Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other
deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits.
Research and development
Research and development expenditure comprises all expenditure that is directly attributable to research or
development activities. Expenditure on research and development is expensed in the period which it is incurred.
Related party transactions
The Company discloses transactions with related parties which are not wholly owned within the same
group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors,
separate disclosure is necessary to understand the effect of the transactions on the financial statements.
Foreign currencies
Transactions in foreign currencies are recorded in an entity’s functional currency using the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated
using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the
statement of comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange rates prevailing at the date of the transaction. Adjustments
that arise from exchange rate changes on transactions denominated in a currency other than the functional currency
are included as profit or loss as incurred.
Basis of consolidation
Subsidiaries are entities controlled by the Parent Company. Control exists when the Parent Company has
the power to govern the financial and operating policies of an entity to obtain benefits from its activities. In
assessing control, the Parent Company takes into consideration potential voting rights. The acquisition date is the
date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the
financial statements from the date control is achieved to the date control ceases. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
Functional and presentational currency
Functional currency
The Parent Company’s functional currency is the U.S. dollar. The Parent Company’s subsidiaries in the
U.K., BicycleTx Limited and BicycleRD Limited, use British pound sterling as their functional currencies and their
results have been translated into U.S. dollars for inclusion in these consolidated financial statements. The functional
currency of the Parent Company’s subsidiary in the U.S., Bicycle Therapeutics Inc., is the U.S. dollar.
Presentational currency
The presentational currency is U.S. dollars, rounded to the nearest $000, for all years presented in these
financial statements. The Company translates the assets and liabilities of BicycleTx Limited and BicycleRD Limited
into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated into
U.S. dollars at the average exchange rate in effect during the period. Unrealised translation gains and losses are
recorded as a currency translation adjustment, which is included in the statement of changes in equity.
Share Capital
Ordinary shares and non-voting ordinary shares are classified as equity. Incremental costs directly
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
3 Summary of significant accounting policies (continued)
79
attributable to the issue of new ordinary shares or options are shown in equity as a deduction from the proceeds.
Finance costs
Finance costs are charged to the statement of comprehensive income over the term of the associated debt
using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue
costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS102 in respect of financial instruments.
Financial assets
Basic financial assets, including trade and other receivables, cash and cash equivalents, and loans to the
Parent Company’s subsidiaries, are initially recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the transaction is measured at the present value of the future receipts discounted at a
market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting year financial assets measured at amortised cost are assessed for objective
evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount
and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The
impairment loss is recognised in the statement of comprehensive loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was
recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what
the carrying amount would have been had the impairment not previously been recognised. The impairment reversal
is recognised in the statement of comprehensive loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or
are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party
or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the
asset to an unrelated third party without imposing additional restrictions
Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, are initially recognised at
transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured
at the present value of the future receipts discounted at a market rate of interest. Basic financial liabilities also
include certain other financial instruments where the Company does not have the unconditional right to avoid
settling in cash or by delivery of another financial asset, or otherwise settle it in such a way that they would be
financial liabilities.
Debt and certain other financial instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
80
4
Critical accounting judgements and estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates
Stage of completion
Revenue in respect of the Collaboration and Licence Agreement with Bayer, the Collaboration and Licence
Agreement with Novartis, the Evaluation and Option, Collaboration, and Share Purchase Agreements with Ionis and
the Discovery Collaboration and License Agreement with Genentech are recognised in accordance with the revenue
accounting policy. In accordance with this policy, amounts allocated to combined licence and research and
development services components are recognised over the research and development term by reference to the stage
of completion of the transaction at the end of the reporting period when performance can be estimated reliably. The
stage of completion, and thereby periods over which revenue should be recognised, are subject to estimates by
management and may change over the course of the research and development and licencing arrangement. Changes
in the estimated total level of effort expected to be performed would accelerate or decrease the rate of revenue
recognised related to the components that are recognised over time. Specifically, a change in the overall expected
effort of 5% for the components recognised over time in the Bayer, Novartis, Ionis and Genentech arrangements
would result in a change in revenue recognised of approximately $219k, $355k, zero and $167k, respectively, for the
year ended 31 December 2024.
Significant judgements
Parent company investments and intercompany receivables
The Parent Company has investments in and intercompany receivables due from both BicycleTx Limited
and BicycleRD Limited both of which are currently loss making. The Directors have assessed the recoverability of
the investments in and intercompany receivables due from BicycleTx Limited and have concluded that there is no
impairment as the estimated recoverable amounts are greater than the respective carrying amounts. The Directors
have also assessed the recoverability of the investments in and intercompany receivables due from BicycleRD
Limited and have concluded that they are no longer recoverable due to a decrease in the estimated future cash flows
of the subsidiary primarily driven by the termination of the arrangement with Cancer Research UK under which
BicycleRD Limited’s lead asset was being developed (see Note 22). As such, the Parent Company recognized
impairment losses of $8,400k during the year ended 31 December 2024.
The Directors do not consider there to be any other critical accounting estimates or assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next
financial year.
5
Revenue
All the Company’s revenue was generated from collaborative research arrangements. The Company’s
revenues are attributed to the operations of the Company in the United Kingdom. The following is a summary of the
Company’s customers by their geography:
2024
2023
$’000
$’000
Continental Europe
11,554
3,069
North America
23,721 22,790
35,275 25,859
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
5 Revenue (continued)
81
No further segmental information is given. A segment is a distinguishable component of the Company that
is engaged in either providing related products or services which is subject to risks and rewards that are different
from those of other segments. The CEO reviews the Company’s internal reporting in order to assess performance
and allocate resources. Management has determined that there is one operating segment based on these reports.
Collaboration and Licence Agreement with Bayer
Under the Company’s collaboration with Bayer, the total transaction price was determined to be $47.5
million, consisting of a $45.0 million upfront payment and an estimated $2.5 million for the reimbursement of
certain external contract research organisation costs. The Company is also eligible to receive additional payments
upon Bayer’s exercise of options as well as specified development, regulatory and sales milestone payments and
tiered royalty payments on net sales. These additional payments are excluded from the transaction price as they
relate to option fees, milestones and royalties that can only be achieved subsequent to the exercise of an option.
The Company identified the separately identifiable components within the contract as follows:
(i)
Two combined licence and research and development components associated with
radiopharmaceutical compounds for two initial targets;
(ii)
A material right associated with certain limited substitution rights with respect to either of the two
initial targets;
(iii)
Two material rights associated with the option to progress radiopharmaceutical candidates for the
two initial targets into further development;
(iv)
Two material rights associated with the options to generate, develop and commercialise non-
radiopharmaceutical compounds for each of the two initial targets, for which each option includes
an underlying option for research and development services and an option to progress non-
radiopharmaceutical candidates for the two initial targets into further development; and
(v)
A material right related to the option to expand the collaboration to include a third target, which
upon exercise includes research and development services associated with radiopharmaceutical
compounds for the third target, as well as underlying options for: certain limited substitution
rights; an option to progress a radiopharmaceutical candidate for the third target into further
development; and an option to generate, develop, and commercialise non-radiopharmaceutical
compounds for the third target, inclusive of an underlying option for research and development
services and an option to progress a non-radiopharmaceutical candidate into further development
The Company exercised judgement in concluding that certain development and commercialisation rights
within the contract represent options that are material rights, as Bayer cannot benefit from the development and
commercialisation rights until Bayer, in its sole discretion, elects to progress candidates into further development
and pays the associated candidate selection fees.
Based on the relative standalone selling prices, the allocation of the transaction price to the separately
identifiable components is as follows:
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
5 Revenue (continued)
82
Allocation of
Transaction Price
$’000
Separately identifiable components:
Two combined licence and research and development components associated with
radiopharmaceutical compounds for two initial targets
14,976
Material right associated with certain limited substitution rights with respect either of the two
initial targets
1,527
Two material rights associated with the option to progress radiopharmaceutical candidates for the
two initial targets into further development
14,691
Two material rights associated with the options to generate, develop and commercialise non-
radiopharmaceutical compounds for each of the two initial targets
8,703
Material right for the option to expand the collaboration to include a third target and the
underlying additional option rights
7,603
47,500
The Company is recognising revenue related to amounts allocated to the combined licence and research and
development components for the two initial targets by reference to the stage of completion at the end of the
reporting period using a proportional performance model over the period of service using input-based
measurements. The amounts allocated to the material rights are recorded as deferred revenue and the Company will
commence revenue recognition upon exercise or expiry of the respective option. The combined licence and research
and development components for the two initial targets are expected to be recognised over a period of approximately
four years and the remaining material rights are expected to be exercised or expire within approximately seven years
from contract inception.
During the year ended 31 December 2024, the Company recognised revenue of $3.4 million related to the
collaboration with Bayer (year ended 31 December 2023: $1.2 million).
Collaboration and Licence Agreement with Novartis
Under the Company’s collaboration with Novartis, the total transaction price was determined to be $50.0
million, consisting of the $50.0 million upfront payment. The Company is also eligible to receive additional
payments upon Novartis’ exercise of options as well as specified development, regulatory and sales milestone
payments and tiered royalty payments on net sales. Certain development milestone payments not subject to option
exercise was not included in the transaction price as a result of the uncertainty regarding whether any of the
milestones will be achieved. All other additional payments are excluded from the transaction price as they relate to
option fees, milestones and royalties that can only be achieved subsequent to the exercise of an option.
The Company identified the separately identifiable components within the contract as follows:
(i)
Two combined licence and research and development components for two initial targets;
(ii)
Two material rights associated with certain limited substitution rights with respect to the two
initial targets;
(iii)
Two material rights associated with the option to progress development candidates incorporating
radionuclides for the two initial targets; and
(iv)
Two material rights associated with the option to progress development candidates that do not
incorporate radionuclides for the two initial targets.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
5 Revenue (continued)
83
The Company exercised judgment in concluding that certain rights to obtain research and development
services associated with compounds that do not incorporate a radionuclide during the research term are not options
that are material rights as they do not represent either options for additional goods or services or options for
additional services that are at a discount that it would not have otherwise received.
The transaction price was allocated to the separately identifiable components based on the relative
estimated standalone selling prices of each separately identifiable component. Based on the relative standalone
selling prices, the allocation of the transaction price to the separate performance obligations was as follows:
Allocation of
Transaction Price
$’000
Separately identifiable components:
Two combined licence and research and development components for two initial targets
18,008
Two material rights associated with limited substitution rights
2,466
Two material rights associated with options to progress development candidates incorporating
radionuclides
19,684
Two material rights associated with options to progress development candidates not incorporating
radionuclides
9,842
50,000
In November 2024, the Company achieved a specified discovery milestone for the first target program and
therefore updated its estimate of the variable consideration to include an additional $3.0 million. The arrangement
consideration was increased to $53.0 million.
The Company is recognising revenue related to amounts allocated to the combined licence and research and
development components for the two initial targets by reference to the stage of completion at the end of the
reporting period using a proportional performance model over the period of service using input-based
measurements. The amounts allocated to the material rights are recorded as deferred revenue and the Company will
commence revenue recognition upon exercise or expiry of the respective option. The combined licence and research
and development components for the two initial targets are expected to be recognised over a period of approximately
three years and the remaining material rights are expected to be exercised or expire within approximately six years
from contract inception. During the year ended 31 December 2024, the Company recognised revenue of $2.5 million
upon the expiration of Novartis’ material rights for limited substitution rights for the first and second targets. The
research and discovery activities for these targets are ongoing.
During the year ended 31 December 2024, the Company recognised revenue of $8.2 million related to the
collaboration with Novartis (year ended 31 December 2023: $1.9 million).
Ionis Agreements
Under the Company’s collaboration with Ionis, the total transaction price was determined to be $38.0
million, consisting of a $31.0 million up front payment in 2021 from the Ionis Collaboration Agreement, a $3.0
million payment in 2021 under the initial Evaluation and Option Agreement, a $3.4 million premium paid in 2021
for ordinary shares purchased under the Ionis Share Purchase Agreement, and an estimated $0.6 million for the
reimbursement of contract research organisation costs. During the year ended 31 December 2024, the Company
updated its estimate of reimbursement of contract research organisation costs from $0.6 million to $0.4 million, and
the transaction price was decreased to $37.8 million. The Company is also eligible to receive specified development,
regulatory and sales milestone payments, as well as tiered royalty payments on net sales. Future milestone and
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
5 Revenue (continued)
84
royalty payments are not included in the transaction price due to the uncertainty regarding whether any of the
milestones will be achieved.
The transaction price was allocated to the separately identifiable components, including a combined licence
and research and discovery component and four material rights associated with options to obtain credits to be
applied towards certain regulatory acceptance fees, based on the relative estimated standalone selling prices of each
identifiable component. The Company recognised revenue related to amounts allocated to the combined licence and
research and discovery component by reference to the stage of completion at the end of the reporting period using a
proportional performance model over the period of service using input-based measurements. The amounts allocated
to the material rights are recorded as deferred revenue and the Company commences revenue recognition upon
exercise of or upon expiry of the respective option. As of 31 December 2024, the combined licences and research
and discovery component was completed. The Company anticipates the material rights may be exercisable or may
expire after approximately four years from contract execution.
In December 2021, the Company and Ionis entered into the first amendment to the Ionis Collaboration
Agreement (the “First Ionis Amendment”) and Ionis paid the Company $1.6 million to perform additional research
services utilizing its proprietary phage screening technology to identify and optimize new product candidates that
target the TfR1 receptor. In April 2023, the Company and Ionis entered into the third amendment to the Ionis
Collaboration Agreement (the “Third Ionis Amendment”) and Ionis paid the Company $0.8 million and the
Company agreed to perform additional research services to continue to evaluate and optimize the new product
candidates that target the TfR1 receptor for a period of one year. The amounts were recognised as revenue by
reference to the stage of completion at the end of the reporting period using a proportional performance model over
the period of service using input-based measurements.
During the year ended 31 December 2024, the Company recognised revenue of $8.9 million related to the
collaboration with Ionis (year ended 31 December 2023: $10.7 million).
Discovery Collaboration and License Agreement with Genentech
Under the Company’s collaboration with Genentech, the total transaction price under the collaboration was
initially determined to be $31.0 million, consisting of the $30.0 million upfront fee and an additional $1.0 million
for Genentech’s selection of a new targeting arm at inception. The Company is also eligible to receive specified
development, regulatory, and sales milestones as well as tiered royalty payments on net sales. Future milestone and
royalty payments were not included in the transaction price at inception due to the uncertainty regarding whether
any of the milestones would be achieved. In March 2021, the Company achieved specified criteria in accordance
with the research plan and therefore updated its estimate of the variable consideration to include an additional $2.0
million. The arrangement consideration was increased to $33.0 million. Additional variable consideration for
development milestones not subject to option exercises was fully constrained, as a result of the uncertainty regarding
whether any of the milestones will be achieved.
The transaction price was allocated to the separately identifiable components, including two combined
licence and research and development components for the two initial collaboration programs, as well as material
rights associated with various future licence, research and development services, and limited substitution options,
based on the relative estimated standalone selling prices of each separately identifiable component. The Company
recognises revenue related to amounts allocated to the combined licence and research and development components
for the initial two collaboration programs as the services are performed by reference to the stage of completion at the
end of each reporting period as the underlying services are performed using a proportional performance model over
the period of service using input-based measurements. The amounts allocated to the material rights are recorded as
deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the
respective option. In June 2023, Genentech terminated one of the initial collaboration programs and revenue of $6.0
million was recognized during the year ended 31 December 2023 related to the expiration of the associated material
right. The Company anticipates that the remaining collaboration program components will be performed over the
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
5 Revenue (continued)
85
next one to two years, and the material rights will be exercised or expire within approximately four to five years
from the start of the collaboration.
In October 2021 and June 2022, respectively, Genentech exercised the first and second expansion options
to add additional collaboration programs and paid to the Company expansion fees of $10.0 million for each option.
For the first expansion option, Genentech also elected for the Company to perform discovery and optimisation
services for a targeting arm, and the Company received an additional payment of $1.0 million for additional research
services. The Company accounted for each expansion option, including the option to a targeting arm for the first
expansion option, as a continuation of an existing contract as the customer decided to purchase additional goods and
services contemplated in the original contract. For the first expansion option, the additional arrangement
consideration of $11.0 million received upon the option exercises and the $3.5 million originally allocated to the
first expansion option is allocated to the underlying goods and services associated with the expansion option. The
arrangement consideration was allocated to the separately identifiable components underlying the expansion option
on the same basis as the initial allocation of the Genentech Collaboration Agreement. In December 2022, the
targeting arm achieved specified criteria in accordance with the research plan and therefore the Company updated its
estimate of variable consideration to include an additional $2.0 million. The Company allocated the additional $2.0
million entirely to the expansion option collaboration program and targeting arm services. For the second expansion
option, the additional arrangement consideration of $10.0 million received pursuant to the option exercise together
with the $3.5 million originally allocated to the second expansion option is allocated to the separately identifiable
components associated with the second expansion option on the same basis as the initial allocation of the Genentech
Collaboration Agreement. The Company will recognise amounts allocated to the expansion option collaboration
programs and targeting arm services as the underlying services are performed by reference to the stage of
completion at the end of the reporting period using a proportional performance model over the period of service of
approximately two to three years for each program using input-based measurements. The amounts allocated to the
material rights underlying the expansion option are recorded as deferred revenue and the Company will commence
revenue recognition upon exercise of or upon expiry of the respective option. In January 2024, the JRC decided to
discontinue research activities associated with one of the expansion option programs and, as a result, the Company
recognized revenue of $10.4 million during the year ended 31 December 2024, including $7.5 million related to the
expiration of remaining material rights.
During the year ended 31 December 2024, the Company recognised revenue of $14.8 million related to the
collaboration with Genentech (year ended 31 December 2023: $12.0 million).
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
86
6
Operating loss
The Company’s consolidated operating loss is stated after charging/(crediting):
2024
2023
$’000
$’000
Expenditure on research and development
171,208
140,362
Depreciation of tangible assets
6,670
6,526
Amortisation of intangible assets
45
40
Operating lease charges
4,651
5,319
Loss (gain) on foreign exchange
9,396
(13,835)
Wages and salaries (note 9)
60,513
48,180
Social security costs (note 9)
8,482
4,334
Other pension costs (note 9)
3,967
3,074
Share-based payments (note 11)
36,519
36,471
Auditors’ remuneration
Audit of these financial statements
117
109
Audit of the Parent Company’s subsidiaries
89
82
Audit services for U.S. SEC financial statements
1,097
987
Audit-related assurance services
322
352
In addition, auditors’ remuneration of $43k relating to share issuance costs were charged to the share
premium account in the year ended 31 December 2024 (31 December 2023: $159k).
Social security costs include the movement of the provision made for National Insurance contributions on
outstanding share options that are expected to be exercised and for the year ended 31 December 2024 this caused a
decrease in the expense of $1,128k (year ended 31 December 2023: decrease of $2,412k).
Expenditure on research and development includes staff costs as follows:
2024
2023
$’000
$’000
Wages and salaries
40,336
34,295
Social security costs
3,762
4,132
Other pension costs
2,696
2,337
7
Net interest and similar income/(expense)
a) Interest receivable and similar income
The Company’s interest receivable and other income consisted of the following:
2024
2023
$’000
$’000
Bank interest
34,109
14,002
Gain on derecognition of financial liability under Cancer Research UK agreement
661
—
Interest receivable and similar income
34,770
14,002
b) Interest payable and similar expenses
The Company’s interest payable and similar expenses consisted of the following:
2024
2023
$’000
$’000
Interest payable on loan and other borrowings
1,584
3,136
Finance charge
146
160
Loss on derecognition of financial liability under Hercules loan agreement
954
—
Interest payable and similar expenses
2,684
3,296
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
87
8
Tax on loss
The Company’s tax on loss consisted of the following:
2024
2023
$’000
$’000
Current tax:
U.K. corporation tax on losses for the year
(35,841)
(23,470)
Foreign corporation tax on profits for the year
514
1,100
Adjustment in respect of prior years
(7,334)
(2,949)
Total current tax
(42,661)
(25,319)
Deferred tax:
Origination and reversal of timing differences
(622)
(1,017)
Adjustment in respect of prior years
(570)
4,323
Deferred tax recognised in the year
(1,192)
3,306
Tax credit on loss
(43,853)
(22,013)
The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax in the U.K.
(25.0%) (2023: 23.5%). The tax reconciliation for the year is given below:
2024
2023
$’000
$’000
Loss before taxation
(226,550)
(190,591)
Loss reconciled to the current tax rate of 25.0% (2023: 23.5%)
(56,638)
(44,828)
Effects of:
(Income)/expenses not taxable for tax purposes
(635)
1,113
Surrender of tax losses for research and development tax credit
refund
26,303
26,079
Fixed asset and other timing differences not recognised
(3)
(536)
Deferred tax not recognised on share-based payment
(917)
(8,438)
Deferred tax not recognised on tax losses
19,491
15,339
Research & Development enhanced allowance
(28,957)
(24,174)
Difference in overseas tax rates
(143)
(42)
Research and development expenditure credits
(2,873)
(1,037)
Adjustment in respect of prior periods
(7,904)
—
Amounts relating to share options and other permanent
differences
8,423
14,511
Total tax credit on loss
(43,853)
(22,013)
No corporation tax liability arises on the results for the year due to the loss incurred. A tax credit of
43,123k (2023: $23,470k) has arisen as a result of tax losses being surrendered in respect of research and
development expenditure. The amount of tax credit for 2024 includes the impact of the changes in credit rates
enacted as part of Finance Act 2024.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
8 Tax on loss (continued)
88
Amount
Amount
unrecognised unrecognised
31 December 31 December
2024
2023
$’000
$’000
Tax effect of timing differences because of:
Other timing differences
184
460
Share-based payment
1,692
2,536
Fixed assets
611
—
Tax losses carried forward
85,210
63,983
Deferred Tax Asset
87,697
66,979
Deferred tax assets are not recognised where there is insufficient evidence that they are recoverable.
Deferred tax is calculated using tax rates that apply based on rates enacted or substantively enacted by the reporting
date. Deferred tax assets of $Nil (31 December 2023: $521k) have been recognised as the Company considers it
probable that they will be recovered against the reversal of deferred tax liabilities. These deferred tax assets and
liabilities have been offset since the Company has a legally enforceable right to offset current tax assets against
current tax liabilities when these deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same tax authority.
The Company regularly assesses its ability to realise its deferred tax assets through future taxable profits.
Assessing the realisation of deferred tax assets requires significant judgment. After consideration of the evidence,
including the Company’s history of cumulative net losses in the U.K., the Company has concluded that, other than
the deferred tax assets which will be recovered against the reversal of deferred tax liabilities, it is more likely than
not that the Company will not realise the benefits of its other U.K. deferred tax assets and accordingly the Company
has not recognised these U.K. deferred tax assets as they are not considered recoverable. There is no expiry date of
the deferred tax assets. The Company has considered the Company’s history of cumulative net profits in the U.S.,
estimated future taxable income and concluded that it is more likely than not that the Company will realise the
benefits of its U.S. deferred tax assets and has recognised net U.S. deferred tax assets.
The Company has recognised deferred tax (liabilities)/assets within its U.S. subsidiary as follows:
Amount
Amount
recognised
recognised
31 December 31 December
2024
2023
$’000
$’000
Tax effect of timing differences because of:
Fixed asset and other timing differences
(7)
(340)
Share-based payment
392
3,286
Other
5,698
1,945
Deferred Tax Asset
6,083
4,891
Of the above $3,989k is non-current (31 December 2023: $3,300k). There is no expiry date of the deferred
tax assets. The Parent Company had no recognised or unrecognised deferred tax assets.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
8 Tax on loss (continued)
89
Deferred tax recognised in the year is as follows:
2024
2023
$’000
$’000
Deferred tax asset brought forward
4,891
8,196
Fixed asset and other timing differences
333
37
Share-based payment
(2,894)
1,030
Research credit carry forwards
3,349
—
R&D Capitalised
—
(5,168)
Other
404
796
Deferred tax asset carried forward
6,083
4,891
9
Staff costs
The average monthly number of persons (including executive directors) employed by the Company during
the year was:
2024
2023
Number
Number
By activity
Research and development
227
211
Administration
65
55
292
266
Their aggregate remuneration comprised:
2024
2023
$’000
$’000
Wages and salaries
60,513
48,180
Social security costs
8,482
4,334
Other pension costs
3,967
3,074
Share-based payment compensation
36,519
36,471
109,481
92,059
The Parent Company had no employees other than directors.
10 Directors’ emoluments
The aggregate emoluments of the directors of the Company are set out below:
2024
2023
$’000
$’000
Aggregate emoluments
3,130
3,358
Company pension contributions to money purchase schemes
13
11
3,143
3,369
One director had retirement benefits accruing to them under a defined contribution scheme. One director
received cash in lieu of contributions to the money purchase scheme. One director is associated with Stone Atlanta
Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc., which provided consultancy services to the
Company totalling $342k for the year ended 31 December 2024 (2023: $180k) and is included in the amounts
above.
No directors exercised share options during the year ended 31 December 2024 (2023: $Nil). The gain on
exercised share options included within aggregate emoluments (based on the market value of the shares on the date
of exercise) is $Nil (2023: $Nil).
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
10 Directors’ emoluments (continued)
90
Emoluments paid to the highest paid director are set out below:
2024
2023
$’000
$’000
Aggregate emoluments
2,251
1,915
Pension contributions to money purchase schemes
13
11
2,264
1,926
A gain on exercise of share options of $Nil (2023: $Nil) is included within aggregate emoluments of the
highest paid director (based on the market value of the shares on the date of exercise).
Further details of the directors’ remuneration are contained in the Directors’ Remuneration Report.
11 Share-based payments
Employees of the Parent Company’s subsidiaries have been granted options to purchase ordinary shares in
the Parent Company as well as restricted share units (“RSUs”) for ordinary shares. Each RSU represents the right to
receive one ordinary share upon vesting. Options granted typically vest over a four-year service period with 25% of
the award vesting on the first anniversary of the commencement date and the balance thereafter in 36 equal monthly
instalments. RSUs granted typically vest over a four-year service period with 25% of the award vesting on the first
anniversary of the commencement date and the remaining RSUs vest in 12 equal quarterly instalments. Certain
options and RSUs granted to non-employee directors either vest over a three-year service period in three equal
annual instalments for new non-employee director grants or over a one-year service period in four equal quarterly
instalments. The Company may also, in its sole discretion, provide for deferred settlement of RSUs awarded to the
Company’s non-employee directors.
Options granted generally expire 10 years from the date of grant.
A reconciliation of the Company’s share option movements over the years ended 31 December 2023 and
31 December 2024 is shown below:
Weighted
Average
Weighted
Remaining
Aggregate
Number
average
Contractual Intrinsic value
(000)
exercise price
(in years)
$’000
Outstanding at 1 January 2023
5,899 $
22.45
7.64
71,002
Granted
2,100 $
26.53
—
—
Forfeited
(475) $
30.94
—
—
Exercised
(54) $
12.57
—
—
Outstanding at 31 December 2023
7,470 $
23.13
6.83
21,920
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
11 Share-based payments (continued)
91
Weighted
Average
Weighted
Remaining
Aggregate
Number
average
Contractual Intrinsic value
(000)
exercise price (in years)
$’000
Outstanding at 1 January 2024
7,470 $
23.13
6.83
21,920
Granted
2,438 $
19.42
—
—
Forfeited
(605) $
27.37
—
—
Exercised
(554) $
13.57
—
—
Outstanding at 31 December 2024
8,749 $
22.41
6.81
9,559
The assumptions used in the Black-Scholes option pricing model to determine the value of share options
granted to employees and directors during the years ended 31 December 2024 and 31 December 2023 were as
follows:
2024 2023
Risk-free interest rate
4.0 %
4.0 %
Expected volatility
77.0 % 82.9 %
Expected dividend yield
—
—
Expected term (in years)
6.1
6.1
A reconciliation of the Company’s RSU movements over the year ended 31 December 2023 and
31 December 2024 is shown below:
Weighted-Average
Number Grant Date Fair Value
(000)
($)
Unvested at 1 January 2023
188
60.86
Granted
333
29.27
Vested
(119)
50.30
Forfeited
(75)
39.55
Unvested at 31 December 2023
327
37.40
Weighted-Average
Number Grant Date Fair Value
(000)
($)
Unvested at 1 January 2024
327
37.40
Granted
617
18.26
Vested and settled
(141)
37.76
Vested and deferred(1)
(42)
18.07
Forfeited
(87)
22.15
Unvested outstanding at 31 December 2024
674
22.96
Vested but subject to deferred settlement at 31 December 2024(1)
42
18.07
Outstanding at 31 December 2024
716
22.67
(1) The Company granted certain RSUs to the Company’s non-employee directors which provided for deferred settlement of the
RSUs to a specified date following the first to occur of (i) the date of the director’s separation from service, (ii) the date of
the director’s disability, (iii) the date of the director’s death or (iv) the date of a change in control event.
The expense recognised for equity-settled awards in respect of employee services received during the year
ended 31 December 2024 is $36,519k (2023: $36,471k).
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
92
12 Intangible assets
Intangible assets of the Company consist of the following:
Intellectual
Property
Computer
Licence Software Total
$’000
$’000
$’000
Cost
At 1 January 2024
304
63
367
Additions
—
11
11
Foreign exchange
(4)
(1)
(5)
At 31 December 2024
300
73
373
Accumulated amortisation
At 1 January 2024
282
34
316
Charge for the year
20
25
45
Foreign exchange
(3)
(2)
(5)
At 31 December 2024
299
57
356
Net book value
As at 31 December 2024
1
16
17
As at 31 December 2023
22
29
51
The Parent Company had no intangible assets.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
93
13 Tangible assets
Finance
Office Laboratory Computer Leasehold
lease assets ̶
equipment
equipment equipment improvement computer equipment
Total
$’000
$’000
$’000
$’000
$’000
$’000
Cost
At 1 January 2024
823
15,554
469
11,000
— 27,846
Additions
488
730
54
59
1,052
2,383
Disposals
—
(1,410)
(9)
—
—
(1,419)
Foreign exchange
(20)
(216)
(5)
(156)
(19)
(416)
At 31 December 2024
1,291
14,658
509
10,903
1,033 28,394
Accumulated depreciation
At 1 January 2024
414
8,922
173
3,852
— 13,361
Charge for the year
339
3,659
150
2,469
53 6,670
Disposals
—
(831)
(8)
—
—
(839)
Foreign exchange
(11)
(182)
(5)
(98)
(1)
(297)
At 31 December 2024
742
11,568
310
6,223
52 18,895
Net book value
At 31 December 2024
549
3,090
199
4,680
981 9,499
At 31 December 2023
409
6,632
296
7,148
— 14,485
The Parent Company had no tangible assets.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
94
14 Investments in subsidiaries
Investments of the Parent Company consisted of the following:
Investment in
subsidiary
undertaking
$’000
Cost
At 1 January 2023
72,961
Capital contribution arising from equity-settled share-based payments
36,471
At 31 December 2023
109,432
Net book value
At 31 December 2023
109,432
Cost
At 1 January 2024
109,432
Capital contribution arising from equity-settled share-based payments
36,519
Impairment
(69)
At 31 December 2024
145,882
Net book value
At 31 December 2024
145,882
The Parent Company has three wholly owned subsidiaries: BicycleTx Limited and BicycleRD Limited,
which are based in Cambridge, U.K. and Bicycle Therapeutics Inc, which is based in Massachusetts, U.S. All these
subsidiaries perform research and development activities. During the year ended 31 December 2024, the Parent
Company recognised an impairment loss in respect of its investment in BicycleRD Limited (see Note 4).
Subsidiary undertakings
Name
Class of shares Country of incorporation Holding
Principal activity
BicycleTx Limited
Ordinary
United Kingdom
100%
Research and development of
novel bicyclic peptides
BicycleRD Limited
Ordinary
United Kingdom
100%
Research and development of
novel bicyclic peptides
Bicycle Therapeutics Inc
Common
United States
100%
Research and development of
novel bicyclic peptides
The registered office address of BicycleTx Limited and BicycleRD Limited is Blocks A & B, Portway
Building Granta Park, Great Abington, Cambridge, United Kingdom, CB21 6GS. The registered office address of
Bicycle Therapeutics Inc. is 35 Cambridgepark Drive, Suite 350, Cambridge, MA 02140.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
95
15 Debtors
Consolidated
Parent Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Amounts falling due within one year
Trade debtors
—
—
—
—
Amounts owed by group undertakings, net
—
—
533,110
307,273
Deferred corporation tax
6,083
4,891
—
—
Research and development tax credit
35,653
24,039
—
—
Other debtors
6,408
4,735
2,880
1,915
Prepayments and accrued income
8,798
8,514
—
—
56,942
42,179
535,990
309,188
Amounts owed by group undertakings are interest free with no fixed terms of repayment. During the year
ended 31 December 2024, the Parent Company recognised an impairment loss of in respect of the amount owed by
BicycleRD Limited of $8,310k (see Note 4).
As of 31 December 2024 and 31 December 2023, the Company had $547k of restricted cash related to a
collateralized letter of credit in connection with the Company’s lease for office and laboratory space in Cambridge,
Massachusetts, which is included within Other debtors.
16 Creditors: amounts falling due within one year
Consolidated
Parent Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Amounts falling due within one year
Trade creditors
15,793
13,050
—
—
Finance leases
175
—
—
—
Taxation and social security
1,654
2,684
—
—
Accruals and deferred income
46,395
53,102
—
—
64,017
68,836
—
—
In August 2024, the Company consolidated all discovery research activities to the Company’s headquarters
in Cambridge, U.K. As a result, during the year ended 31 December 2024, the Company recognised charges of
$1,962k in severance and other termination benefits related to the action within profit and loss, of which $1,527k
were paid during the year ended 31 December 2024, and the remaining $435k in unpaid benefits are included in
accruals and deferred income above.
17 Creditors: amounts falling due after more than one year
Consolidated
Parent Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Amounts falling due after more than one year
Loans and other borrowings
—
30,698
—
30,698
Finance leases
817
—
—
—
Accruals and deferred income
92,790
110,808
—
—
93,607
141,506
—
30,698
Bicycle Therapeutics plc
year ended 31 December 2023
Notes to the financial statements (continued)
17 Creditors: amounts falling due after more than one year (continued)
96
On 30 September 2020, Bicycle Therapeutics plc and its subsidiaries (the “Borrowers”) entered into a loan
and security agreement (the “Loan Agreement”) with Hercules, as amended from time to time, which provided for
aggregate maximum borrowings of up to $75.0 million, of which the Company had drawn down an aggregate of
$30.0 million. Payments on borrowings under the Loan Agreement were interest-only until 1 April 2025 and interest
was paid at an annual rate of the Wall Street Journal prime rate plus 4.55%, with a minimum annual rate of at least
8.05%, capped at a rate no greater than 9.05%. The scheduled maturity date was 1 July 2025. Interest expense
associated with the Loan Agreement for the year ended 31 December 2024 was $1,584k (2023: $3,136k).
On 9 July 2024, the Company repaid in its entirety and voluntarily terminated the Loan Agreement. The
Company elected to repay all amounts outstanding, including the outstanding borrowings of $30.0 million, accrued
and unpaid interest of $0.1 million, an end-of-term charge of $1.5 million and a prepayment charge of $0.3 million,
for a total aggregate payment of $31.9 million. The Company recognised a loss on the derecognition of the financial
liability $954k during the year ended 31 December 2024 in connection with the repayment and termination of the
Loan Agreement.
Loans and other borrowings consisted of the following:
Consolidated
Parent Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Loan principal
—
30,000
—
30,000
End of term charge
—
946
—
946
Unamortised debt issuance costs
—
(248)
—
(248)
—
30,698
—
30,698
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
97
18 Called up share capital and reserves
The Parent Company’s called up share capital and reserves consisted of the following:
31 December 31 December
2024
2023
$’000
$’000
Issued, allotted, called up and fully paid
47,569,319 (31 December 2023: 37,725,884) ordinary shares of
£0.01 each
615
489
21,492,099 (31 December 2023: 4,705,882) non-voting ordinary
shares of £0.01 each
275
61
890
550
No dividends have been proposed or paid as at the date of approval of these financial statements.
On 5 June 2020, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cantor
Fitzgerald & Co. and Oppenheimer & Co. Inc. (the “Sales Agents”) with respect to an ATM program pursuant to
which the Company may offer and sell through the Sales Agents, from time to time at the Company’s sole
discretion, ADSs, each ADS representing one ordinary share. No ADSs were issued or sold pursuant to the Sales
Agreement during the year ended 31 December 2024. During the year ended 31 December 2023, the Company
issued and sold 1,561,176 ADSs, representing the same number of ordinary shares for gross proceeds of $35.3
million, resulting in net proceeds of $34.2 million after deducting sales commissions and offering expenses of $1.1
million.
On 17 July 2023, the Company completed an underwritten public offering of its securities, pursuant to
which the Company issued and sold 6,117,648 ADSs, representing the same number of ordinary shares, nominal
value £0.01 per share, which included 1,411,764 ADSs sold upon the underwriters’ full exercise of their option to
purchase additional ADSs, and 4,705,882 non-voting ordinary shares, nominal value £0.01 per share, at a public
offering price of $21.25 per ADS or non-voting ordinary share, respectively. The transaction resulted in gross
proceeds to the Company of $230.0 million, and after deducting underwriting discounts, commissions, and offering
expenses of $14.9 million, net proceeds to the Company of $215.1 million.
On 23 May 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”)
with purchasers named therein (the “Investors”). Pursuant to the Purchase Agreement, the Company sold 6,764,705
ADSs, representing the same number of ordinary shares, nominal value £0.01 per share, and 19,169,001 non-voting
ordinary shares, nominal value £0.01 per share, each at a purchase price equal to $21.42 per share (the “Private
Placement”). The Company completed the Private Placement on 28 May 2024. The transaction resulted in gross
proceeds to the Company of $555.5 million, and after deducting commissions and offering expenses of $11.4
million, net proceeds to the Company of $544.1 million.
The non-voting ordinary shares have the same rights and restrictions as ordinary shares and otherwise rank
pari passu in all respects with the ordinary shares except for the following:
•
a holder of non-voting ordinary shares shall, in relation to the non-voting ordinary shares held, have no
right to receive notice of, or to attend or vote at, any general meeting of shares save in relation to a
variation of class rights of the non-voting ordinary shares;
•
a non-voting ordinary shares shall be re-designated as an ordinary share upon the Company’s receipt of
a re-designation notice and otherwise subject to the terms and conditions set out in the terms of issue.
A holder of non-voting ordinary shares shall not be entitled to have any non-voting ordinary shares re-
designated as ordinary shares where such re-designation would result in such holder thereof
beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with
“affiliates” and “group” members with whom such holder is required to aggregate beneficial
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
18 Called up share capital and reserves (continued)
98
ownership for purposes of section 13(d) of the Exchange Act, in excess of 9.99% of any class of the
Company’s securities registered under the Exchange Act (which percentage may be increased or
decreased on a holder-by-holder basis subject to the provisions set out in the terms of issue); and
•
a non-voting ordinary share shall be re-designated as an ordinary share automatically upon transfer of
such non-voting ordinary share by its holder to any person that is not an “affiliate” or “group” member
with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of
the Exchange Act.
During the year ended 31 December 2024 the Company issued 554,596 ADSs (2023: 54,023) following the
exercise of share options and 141,350 ADSs (2023: 119,144) following the settlement of RSUs (note 11).
Nature and purpose of reserves
Share premium
The share premium account represents the premium arising on the issue of shares net of issue costs.
Exchange reserve
The exchange reserve comprises all foreign currency differences arising from the translation of the
financial statements.
General reserve
The general reserve represents the value of share-based payments granted to employees of the Company.
(Accumulated losses)/retained earnings
Retained earnings represents cumulative profits and losses net of dividends and other adjustments.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
99
19 Notes to the consolidated cash flow statement
2024
2023
$’000
$’000
Loss for the financial year
(182,697) (168,578)
Tax on loss
(43,853)
(22,013)
Interest receivable and similar income
(34,770)
(14,002)
Interest payable and similar charges
2,684
3,296
Operating loss
(258,636) (201,297)
Amortisation of intangible assets
45
40
Depreciation of tangible fixed assets
6,670
6,526
Equity settled share-based payment
36,519
36,471
Loss on disposal of tangible fixed assets
479
241
Working capital movements:
(Increase)/decrease in debtors
(654)
2,957
(Decrease)/increase in creditors
(20,379)
79,088
Net exchange differences
8,679
(14,333)
Cash flow from operating activities
(227,277)
(90,307)
Following the change in functional currency of the Parent Company in 2019 the intercompany balances
with the U.K. subsidiaries were designated as denominated in U.S. dollars which are not intended to be repaid as
such foreign exchange difference on these loans are reflected as non-cash net exchange differences. The following
illustrates the Company’s changes in net debt for the year ended 31 December 2024:
At
Fair value and
Non-cash
At
1 January 2024 Cash flows exchange movements
changes
31 December 2024
Cash at bank and in hand
526,423 352,873
224
—
879,520
Cash and cash equivalents
526,423
352,873
224
—
879,520
Loans and other borrowings
(30,698)
31,863
(954)
(211)
—
Total
495,725
384,736
(730)
(211)
879,520
20 Pensions
The Company operated a defined contribution pension scheme for its U.K. executive directors and
employees.
The Company has established a defined-contribution savings plan under Section 401(k) for its U.S.
employees.
The amount recognised as an expense for the defined contribution schemes of the Company for the year
was $3,967k (2023: $3,074k) and the amount outstanding at the 31 December 2024 was $Nil (31 December 2023:
$Nil). The Parent Company has no employees other than the directors and does not operate a pension plan.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
100
21 Financial instruments
The carrying amounts of the Company’s financial instruments are as follows:
31 December 31 December
2024
2023
$’000
$’000
Financial assets measured at amortised cost
Debtors
Trade debtors
—
—
Other debtors
3,171
1,915
3,171
1,915
Cash and cash equivalents
879,520
526,423
Financial liabilities measured at amortised cost
Creditors
Trade creditors
15,793
13,050
Finance leases
992
—
Accruals
38,520
28,716
Loans and other borrowings
—
30,698
55,305
72,464
The income, expenses, net gains and net losses attributable the Company’s consolidated financial
instruments are summarised as follows:
2024
2023
$’000
$’000
Income and (expense)
Financial assets measured at amortised cost
34,109 14,002
Financial liabilities measured at amortised cost
(2,023) (3,296)
32,086 10,706
There were no net gains or net losses for financial assets measured at amortised cost for the years ended
31 December 2024 and 31 December 2023. The total interest income and interest expense for financial assets and
financial liabilities that are not measured at fair value through profit or loss was $34,109k (year ended
31 December 2023: $14,002k) and $1,730k (year ended 31 December 2023: $3,296k), respectively. In addition, the
Company recognised a loss on the derecognition of the financial liability associated with the Loan Agreement of
$954k during the year ended 31 December 2024 and a gain on the derecognition of the financial liability associated
with the agreement with Cancer Research UK (see Note 22) of approximately $661k during the year ended
31 December 2024.
Cash and cash equivalents, trade and other creditors and trade and other debtors with remaining life of less
than one year, the notional amount is deemed to reflect fair value.
The carrying amounts of the Parent Company’s financial instruments are as follows:
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
21 Financial instruments (continued)
101
31 December 31 December
2024
2023
$’000
$’000
Financial assets measured at amortised cost
Debtors
Other debtors
2,880
1,915
Amounts owed by group undertakings
533,110
307,273
535,990
309,188
Cash and cash equivalents
788,196
473,410
Financial liabilities measured at amortised cost
Creditors
Loans and other borrowings
—
30,698
—
30,698
The income, expenses, net gains and net losses attributable the Parent Company’s financial instruments are
summarised as follows:
2024 2023
$’000
$’000
Income and (expense)
Financial assets measured at amortised cost
23,117 13,517
Financial liabilities measured at amortised cost
(2,538) (3,136)
20,579 10,381
The total interest income and interest expense for financial assets and financial liabilities that are not
measured at fair value through profit or loss was $31,517k (2023: $13,517k) and $1,584k (2023: $3,136k),
respectively. During the year ended 31 December 2024, the Parent Company also concluded that the intercompany
receivable due from BicycleRD Limited is no longer recoverable (see Note 4) and recognised an impairment loss of
$8,400k. In addition, the Parent Company recognised a loss on the derecognition of the financial liability associated
with the Loan Agreement of $954k during the year ended 31 December 2024.
The Company and Parent Company had no financial instruments subject to interest rate benchmark reform
(31 December 2023: $Nil).
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
102
22 Financial commitments and contingencies
Cash and cash equivalents, trade and other creditors and trade and other debtors with remaining life of less
than one year, the notional amount is deemed to reflect fair value.
At 31 December 2024 and 2023, the Company had annual commitments under non-cancellable operating
leases as follows:
Land and buildings Land and buildings
31 December 2024
31 December 2023
$’000
$’000
Within one year
5,818
5,772
Between one and five years
4,146
10,032
Total
9,964
15,804
At 31 December 2024 and 2023, the Company had annual commitments under finance leases as follows:
Property and equipment Property and equipment
31 December 2024
31 December 2023
$’000
$’000
Within one year
256
—
Between one and five years
960
—
Total
1,216
—
There were contracted capital commitments of $325k at 31 December 2024 (31 December 2023: $Nil).
The Company has entered into various agreements with contract research organisations and contract
manufacturing organisations. These payments are not included in the commitments table above since the contracts
are generally cancellable at any time upon less than 90 days’ prior written notice. The Company is not contractually
able to terminate for convenience and avoid any and all future obligations to these vendors. Under such agreements,
the Company is contractually obligated to make certain minimum payments to the vendors, with the payments in the
event of a termination with less than 90 days’ notice based on the timing of the termination and the exact terms of
the agreement.
Operating Leases
In January 2023, the Company entered into a lease agreement for office and laboratory space in Cambridge,
Massachusetts. The lease has a contractual period of approximately three years, which, subject to certain conditions,
may be extended for an additional two years at the Company’s option. In December 2021 the Company entered into
a lease for new premises at Blocks A&B, The Portway Building, Granta Park, Great Abington, Cambridge, United
Kingdom CB21 6GS. The lease has a contractual period of 10 years, but may be cancelled by the Company after
5 years.
Additionally, the Company continues to have a lease agreement for office and laboratory space in
Lexington, Massachusetts, which expires on 31 December 2027. During the year ended 31 December 2024, the
Company concluded that the lease was onerous, and recognised a provision of $1,899k.
The Company’s existing lease for Building B900, Babraham Research Campus, Cambridge, United
Kingdom, CB22 3AT was terminated in April 2023.
During 2024, the amount charged to the consolidated statement of comprehensive income in respect of
operating leases, exclusive of the onerous lease provision for the Company’s lease agreement for office and
laboratory space in Lexington, Massachusetts, was $4,651k (2023: $5,319k). The Parent Company had no annual
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
22 Financial commitments and contingencies (continued)
103
commitments under non-cancellable operating leases.
Finance leases
From time to time, the Company may enter into finance lease agreements for property and equipment.
During 2024, the amount charged to the consolidated statement of comprehensive income in respect of finance
leases was $76k (2023: $Nil), including $53k (2023: $Nil) of depreciation on the finance lease assets and $23k
(2023: $Nil) of interest expense.
Cancer Research UK Agreement
In connection with an agreement with Cancer Research UK to sponsor and fund the Phase I/IIa clinical trial
of BT1718, the Company granted Cancer Research UK a licence to its intellectual property in order to design,
prepare for, sponsor, and carry out the clinical trial. Upon the completion of the Phase I/IIa clinical trial, the
Company had the right to obtain a licence to the results of the trial upon the payment of a milestone, in cash and
ordinary shares, with a combined value in the mid six digit dollar amount. If such licence was not acquired, or if it
was acquired and the licence was terminated and the Company decided to abandon development of all products that
delivery cytotoxic payloads to the MT1 target antigen, CRTL could elect to receive an assignment and exclusive
licence to develop and commercialise the product on a revenue sharing basis (in which case the Company would
receive tiered royalties of 70% to 90% of the net revenue depending on the stage of development when the licence
was granted). The Cancer Research UK agreement contained additional future milestone payments upon the
achievement of development and regulatory milestones, payable in cash and shares, with an aggregate total value of
$50.9 million, as well as royalty payments based on a single digit percentage on net sales of products developed.
Cancer Research UK could terminate the arrangement for safety reasons or if it was determined that the objectives
of the clinical trial would not be met and either party could terminate the arrangement upon an insolvency event,
material breach of the terms of the contract, or upon a change in control (and the new controlling entity develops,
sells or manufactures tobacco products or generates the majority of its profits from tobacco products or is an affiliate
of such party). The Company was required to reimburse Cancer Research UK for certain costs upon specified
termination events.
The Company concluded that the right within the agreement with Cancer Research UK to obtain a licence
to the results of the trial upon payment of a milestone represented a financial liability.
In December 2024, the Company, CRTL and Cancer Research UK entered into an agreement pursuant to
which (i) the Company did not exercise its option to obtain a licence to the results of the clinical trial, (ii) CRTL did
not elect to receive an assignment and exclusive licence to develop and commercialise the product, (iii) the
agreement with Cancer Research UK would expire in December 2024, and (iv) all rights and obligations (other than
certain surviving provisions as outlined in the agreement) under the agreement with Cancer Research UK expired
and terminated. The Company agreed to pay to CRTL an upfront payment of £50,000 and will also pay to CRTL
specified royalty and other payments at percentages in the very low to low single digits related to specified products
targeting the MT1 target antigen. As all rights and obligations, including the Company’s payment obligations, under
the agreement with Cancer Research UK expired and terminated, the Company concluded that the financial liability
associated with the agreement should be derecognized as the Company has been discharged of its obligation. As
such, the Company recognized a gain on the derecognition of the financial liability of $661k during the year ended
31 December 2024. As of 31 December 2024, the Company recorded a financial liability of zero (2023: $669k).
Legal proceedings
From time to time, the Company or its subsidiaries may become involved in various legal proceedings and
claims, either asserted or unasserted, which arise in the ordinary course of business. The Company is currently not
subject to any material legal proceedings.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
22 Financial commitments and contingencies (continued)
104
Indemnification obligations
In the ordinary course of business, the Company may provide indemnification of varying scope and terms
to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to,
losses arising out of breach of such agreements or from intellectual property infringement claims made by third
parties. In addition, the Company has indemnification obligations towards members of its board of directors and
officers that will require the Company, among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or officers. In addition, the Company has agreed to indemnify
certain investors in limited circumstances. The maximum potential amount of future payments the Company could
be required to make under these indemnification arrangements is, in many cases, unlimited. To date, the Company
has not incurred any material costs as a result of such indemnification obligations. The Company is not aware of any
claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such
obligations in its consolidated financial statements as of 31 December 2024 and 2023.
23 Basic and diluted loss per ordinary share
Basic and diluted loss per ordinary share is determined by dividing net loss by the weighted average
number of ordinary shares, which includes both ordinary shares and non-voting ordinary shares outstanding during
the period, and was calculated as follows:
2024
2023
Numerator:
Loss for the financial year ($'000)
(182,697)
(168,579)
Denominator:
Weighted average number of ordinary shares (Number)
58,207,593
35,592,362
Basic and diluted loss per ordinary share ($)
(3.14)
(4.74)
The Company excluded the following potentially dilutive ordinary shares, presented based on amounts
outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because
including them would have had an anti-dilutive effect:
Number
Number
31 December 2024 31 December 2023
Restricted share units
716,262
326,848
Options to purchase ordinary shares
8,748,726
7,469,527
9,464,988
7,796,375
24 Related party disclosures
The Company has taken advantage of the exemptions contained within FRS 102 paragraph 33.1A not to
disclose transactions with wholly owned group undertakings.
The investors in the Private Placement included certain entities affiliated with Baker Bros. Advisors LP
(the “Baker Entities”), an entity which may be deemed a beneficial owner of greater than 10% of the Company’s
voting securities. Felix J. Baker, one of the Company’s directors, is a managing member of Baker Bros. Advisors
(GP) LLC, the sole general partner of Baker Bros. Advisors LP. In the private placement, the Baker Entities
purchased an aggregate of 17,114,846 non-voting ordinary shares, nominal value £0.01 per share, for an aggregate
purchase price of $366.6 million. The Private Placement was approved in accordance with the Company’s related
person transaction policy by the Company’s Related Parties Committee. See note 22 for additional information on
indemnities provided to certain investors.
Bicycle Therapeutics plc
year ended 31 December 2024
Notes to the financial statements (continued)
24 Related party disclosures (continued)
105
Pierre Legault, a director of the Parent Company, is associated with Stone Atlanta Estates LLC, the
successor-in-interest to Stone Sunny Isles Inc., which provided consultancy services to the Company totalling $342k
for the year ended 31 December 2024 (2023: $180k). The amount outstanding at the year-end was $Nil (2023: $Nil).
Key management personnel include the CEO and a number of senior managers across the Company who
together have authority and responsibility for planning, directing and controlling the activities of the Company.
Refer to page 14 of the strategic report for an explanation of the individuals included in key management for 2024
and 2023.
The total compensation paid to key management personnel for services provided to the Company was
$10,810k (2023: $9,404k). In addition, key management personnel received an aggregate gain on the exercise of
share options (based on the market value of the shares on the date of exercise) of $Nil (2023: $Nil).
There are no guarantees or amounts secured in any related party transactions.
25 Impact of climate change
The Company has assessed the qualitative and quantitative impact of climate related risks on asset
recoverable amounts and concluded that there are no material impairments.
26 Post balance sheet events
In January 2025, Genentech provided the Company with a notice of termination for the second expansion
option program, effective in March 2025, and the Company expects to recognise revenue of approximately $7.4
million of deferred revenue allocated to the remaining material rights for the second expansion option in 2025.