UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March, 2018

 

 

 

Commission File Number: 001-37891

 

AC IMMUNE SA

(Exact name of registrant as specified in its charter)

 

EPFL Innovation Park

Building B

1015 Lausanne, Switzerland

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes   No

X

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes   No

X

 

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AC IMMUNE SA
   
  By: /s/ Andrea Pfeifer
    Name: Andrea Pfeifer
    Title: Chief Executive Officer

 

 

 

      By: /s/ Joerg Hornstein
        Name: Joerg Hornstein
        Title: Chief Financial Officer
Date: March 20, 2018        

 

2

 

Exhibit Index

 

Exhibit Number

Description

99.1 Press Release dated March 20, 2018
99.2 2017 Statutory Annual Report
99.3 2017 Compensation Report

 

3

Exhibit 99.1

 

  Press Release

 

AC Immune reports full-year 2017 financial results – successful first year as a public company

 

Lausanne, Switzerland, March 20, 2018 – AC Immune SA (NASDAQ: ACIU), a Swiss-based, clinical stage biopharmaceutical company with a broad pipeline focused on neurodegenerative diseases, today announced financial results and provided a corporate overview for the year ended December 31, 2017, its first full year as a public company.

 

Prof. Andrea Pfeifer, CEO of AC Immune, commented: “AC Immune made significant progress in 2017 – our first full year as a public company. Our lead asset, crenezumab, entered a second pivotal Phase 3 trial in Alzheimer’s disease with our partner Genentech. There were important developments with our other assets, and a new collaboration with Essex Biotechnology in Asia. We continue to invest in each of the company’s three strategic pillars – Alzheimer’s disease, neuro-orphan indications and diagnostics – and we believe that precision medicine will significantly improve patients’ lives. During 2017 we were pleased to strengthen our relationships with the investment community. We look forward to sharing some key value inflection points in 2018, like for example the recently announced development of potentially the first selective alpha-synuclein PET tracer for earlier and more accurate diagnosis of Parkinson’s disease.”

 

Financial Highlights 2017

 

§Strategic R&D expenditures rose by CHF 6.9 million (+27%) supporting an ongoing ramp-up in R&D activities primarily driven by investments in our Diagnostics and New Discovery programs and pipeline advancements in our proprietary and partnered key vaccine programs

 

§Ongoing strong financial position with CHF 124.4 million in cash, allowing the company to be fully financed through Q2 2019, excluding potential incoming milestones

 

§Increase in property and equipment to enhance our research facilities by CHF 1.8 million (+55%), as well as increase in R&D personnel expenses of CHF 1.8 million with increase of 15 FTEs (+28%) in 2017

 

§IFRS net operating loss of CHF 26.4 million and adjusted (Non-IFRS) loss of CHF 20.6 million1

 

Key Financial Results

 

 

For the year ended

December 31,

 
  2017 2016 Change
 

(in CHF million


except per share data)

 
Contract revenue 20.3 23.2 (2.9)
       
R&D expenses (32.7) (25.8) (6.9)
G&A expenses (10.1) (7.9) (2.2)
       
IFRS (Loss) for the period (26.4) (7.1) (19.3)
IFRS EPS – basic and diluted (0.46) (0.14) (0.32)
       
Non-IFRS (Loss) for the period1 (20.6) (9.2) (11.4)
Non-IFRS EPS – basic and diluted1 (0.36) (0.18) (0.18)

1 Adjusted (Loss) and Adjusted EPS are non-IFRS measures. See “Non-IFRS Financial Measures” below for further information.

 

1  / 9

 

As of

December 31,

  2017 2016 Change
  (in CHF million)  
Cash and cash equivalents 124.4 152.2 (27.8)
Total shareholder’s equity 116.8 142.4 (25.6)

 

Research & Development Highlights 2017

 

§Crenezumab: initiated a second pivotal Phase 3 trial CREAD in 750 subjects with prodromal to mild Alzheimer’s disease

 

§Received a CHF 14 million milestone payment from Genentech for the first dosing in a Phase 2 clinical trial for Alzheimer’s disease with an anti-Tau antibody

 

§Completed recruitment for low-dose cohort of participants in a Phase 1 trial targeting Alzheimer's disease-like characteristics in individuals with Down syndrome

 

§Discovered next-generation antibodies for two targets that are important in the pathogenesis of significant neurodegenerative and neuro-orphan diseases (TDP-43 and alpha-synuclein)

 

§Discovered potentially the first selective alpha-synuclein positron emission tomography (PET) tracer for Parkinson’s disease

 

§Signed a research collaboration agreement with Essex Bio-Technology to develop a novel biological therapeutic for the treatment of neurodegenerative diseases and neuroinflammation; the company’s first R&D base in Asia

 

§Awarded a continuation grant from The Michael J. Fox Foundation for Parkinson's Research for the development of an alpha-synuclein PET tracer

 

§Hosted a Key Opinion Leader (KOL) event focused on Tau as a Therapeutic and Diagnostic Target in Alzheimer’s and other Neurodegenerative Diseases

 

Milestones achieved in 2017

 

Crenezumab: Second Phase 3 study commenced

 

Genentech, a member of the Roche Group, started a second Phase 3 clinical trial of the Alzheimer's disease therapy crenezumab, an anti-Abeta antibody. This new trial, CREAD2, will recruit 750 patients with prodromal or mild Alzheimer's disease. The trial will complement the current Phase 3 CREAD1 trial of 750 participants with prodromal or mild Alzheimer's disease, expected to read out in 2020.

 

Anti-Tau Antibody moved into Phase 2 Trial for Alzheimer's disease triggering CHF 14 million milestone payment

 

Genentech, a member of the Roche Group, has dosed the first patient in a Phase 2 clinical trial for Alzheimer's disease (AD) with an anti-Tau monoclonal antibody known as RO7105705. This investigational medicine was discovered and humanized as part of the company's collaboration with Genentech. Upon the dosing of the first patient in the Phase 2 clinical trial, AC Immune became eligible to receive a milestone payment of CHF 14 million, which was paid in the fourth quarter of 2017. This is the third milestone payment under the 2012 strategic collaboration and licensing agreement with Genentech for anti-Tau antibodies for the treatment of AD and other neurodegenerative diseases.

 

2  / 9

Pipeline expansion with new antibodies active against alpha-synuclein and TDP-43

 

This discovery marks the advancement of our business strategy by targeting pathological proteins involved in Alzheimer’s disease and Parkinson’s disease, beyond Abeta and Tau. These two antibodies may potentially also address significant neurodegenerative and orphan indications. Alpha-synuclein is an established target for Parkinson’s disease and other Lewy body diseases while TDP-43 is a recently identified target of growing interest for neuro-orphan indications such as Frontotemporal Lobar Degeneration. Both antibodies were discovered using the company’s proprietary SupraAntigen™ platform which has already generated four products in clinical development including crenezumab, our lead product candidate that is partnered with Genentech, a member of the Roche Group, in Phase 3 for Alzheimer’s disease.

 

ACI-24 – anti-Abeta vaccine for AD is advancing to Phase 2

 

The Phase 1/2a clinical study to evaluate safety, tolerability, immunogenicity and biomarker endpoints in patients with mild to moderate AD was conducted in Europe. Due to the observed favorable safety profile, the treatment free safety follow-up period of the Phase 1 was shortened to one year and is currently ongoing. Antibody responses were observed in the two higher dose groups, indicating a dose dependent effect of the vaccine. While the study was not powered to examine efficacy, a dose-dependent trend of reduction in brain amyloid measured by PET imaging was also observed in these groups. Due to the promising safety profile and potential dose dependent reduction of amyloid plaques, we plan to move this program forward into a Phase 2 clinical trial.

 

ACI-24 – anti-Abeta vaccine in Phase 1b in individuals with Down syndrome

 

Together with our prestigious clinical partners, recruitment was completed for the low-dose cohort in a Phase 1b trial targeting Alzheimer’s disease-like characteristics in individuals with Down syndrome. The study evaluates the safety, tolerability and immunogenicity of the anti-Abeta vaccine ACI-24 and is being funded through a grant from The US National Institute on Aging and an additional grant from the LuMind Research Down Syndrome Foundation. Interim results are expected in 2018.

 

ACI-35 – anti-Tau vaccine for AD partnered with Janssen Pharmaceuticals
in Phase 1

 

A Phase 1b clinical study to evaluate the safety, tolerability and immunogenicity of ACI-35 in patients with mild to moderate AD was conducted in Europe. An interim analysis showed a dose-dependent and target-specific antibody response to pTau. For an optimal long-term and potentially preventive application, new formulations of the Anti-Tau vaccine were developed in collaboration with Janssen Pharmaceuticals. Due to the encouraging data, AC Immune and Janssen jointly decided to advance the anti-Tau vaccine program to the next stage of development.

 

Essex Biotechnology Collaboration

 

AC Immune and Essex Bio-Technology Limited (HKEX: 1061), which specializes in biopharmaceutical drug development based on recombinant DNA technology, entered into a research collaboration agreement to undertake the pre-clinical and clinical co-development of a novel biological therapeutic for the treatment of neurodegenerative diseases and neuroinflammation.

 

3  / 9

Continuation of 2015 Grant from The Michael J. Fox Foundation for Parkinson’s Research

 

The company has been awarded a continuation of a February 2015 research grant from the Michael J. Fox Foundation for Parkinson’s Research (MJFF). This provides funds for the development of PET tracers for the alpha-synuclein protein, to support the early diagnosis and clinical management of Parkinson’s disease. AC Immune has been collaborating on this biomarker program with Biogen since April 2016 and expects to initiate a first in human study in the second half of 2018.

 

AC Immune shared insights from Key Opinion Leader Meeting focused on Tau as a Therapeutic and Diagnostic Target in Alzheimer’s disease and other Neurodegenerative Diseases

 

In December 2017 the company shared top level insights from a Key Opinion Leader (KOL) luncheon-meeting addressing the importance of Tau as a target in Alzheimer's disease and other neurodegenerative diseases. Michael Rafii, MD, PhD (UC San Diego and University of Southern California, USC) discussed the importance of the Tau biomarker which can readily be studied in the Down syndrome population as well as other populations that display early signs of Alzheimer’s disease. This potentially aids in early Alzheimer’s disease diagnosis and treatment.

 

Khalid Iqbal, PhD (Professor and Chairman, Department of Neurochemistry at the New York State Institute for Basic Research in Developmental Disabilities, Staten Island, New York) highlighted the critical importance of Tau as a therapeutic target in Alzheimer's disease and other neurodegenerative diseases. He also addressed inhibition and prevention of Tau pathology, which may potentially disrupt the progression of Alzheimer's disease and improve cognitive impairment.

 

Prof. Andrea Pfeifer, PhD, CEO, AC Immune provided a general corporate overview of AC Immune’s vision and progress followed by Dr. Andreas Muhs, Chief Scientific Officer of AC Immune, who highlighted AC Immune's relevant Tau programs:

 

§ACI-35, an anti-Tau vaccine in Phase 1b and developed in collaboration with Janssen Pharmaceuticals under a 2014 licensing agreement

 

§RO7105705, an anti-Tau antibody in Phase 2 and developed in collaboration with Genentech under a 2012 licensing agreement

 

§Morphomer Tau, a small molecule in pre-clinical development and developed in-house

 

§PI-2620, a Tau-PET imaging agent developed in collaboration with Piramal Imaging under a 2014 licensing agreement

 

4  / 9

Clinical development pipeline

 

  Product candidate Target Target Indication Partner Status
  Crenezumab
(Anti-Abeta antibody)
Abeta AD treatment Genentech* Phase 3
Crenezumab
(Anti-Abeta antibody)
Abeta AD prevention Genentech* Phase 2
ACI-24
(Anti-Abeta vaccine)
Abeta AD treatment   Advancing to Phase 2
ACI-35
(Anti-pTau vaccine)
Tau AD treatment Janssen Pharmaceuticals Phase 1b
Anti-Tau antibody Tau AD treatment Genentech* Phase 2
Morphomer Tau
(Tau inhibitor)
Tau AD treatment   Pre-clinical
  ACI-24
(Anti-Abeta vaccine)
Abeta Down syndrome1   Phase 1b
Morphomer Abeta
(Abeta inhibitor)
Abeta Glaucoma   Pre-clinical
Morphomer alpha-syn
(alpha-syn inhibitor)
alpha-synuclein Parkinson’s disease   Discovery
Anti-alpha-syn antibody alpha-synuclein alpha-synuclein Pathologies   Discovery
Anti-TDP-43 antibody TDP-43 TDP-43 Pathologies   Discovery
  Tau-PET imaging agent Tau AD and Progressive supranuclear palsy (PSP) Piramal Healthcare Advancing to longitudinal study
In-vitro diagnostics
(Tau, Abeta)
Abeta; Tau AD   Pre-clinical
Alpha-syn-PET
imaging agent
alpha-synuclein Parkinson’s disease Biogen Pre-clinical

 

 

AD = Alzheimer’s disease

 

* Genentech, a member of the Roche group

 

1 AD and cognitive impairment associated with Down syndrome

 

5  / 9

Analysis of Financial Statements for 12 month period ended December 31, 2017

 

§Revenues for 2017 were CHF 20.3 million, which constitutes a decrease of CHF 2.9 million (12.7%) compared to 2016

 

§Our revenues fluctuate as a result of our collaborations with current and potentially new partners, the timing of milestone achievements and the size of each milestone payment. In 2017 we received:

 

§CHF 14 million milestone payment from Genentech for dosing the first patient in a Phase 2 clinical trial for Alzheimer’s disease

 

§CHF 3.4 million for research and collaboration services as part of our Biogen collaboration

 

§CHF 1.1 million milestone payment from Piramal related to the initiation of “Part B” of the first-in-man Phase 1 clinical trial for PSP (Progressive Supranuclear Palsy)

 

Research & Development (R&D) Expenses

 

§Total R&D expenditures in 2017 were CHF 32.7 million, up CHF 6.9 million (+27%) compared to 2016

 

§The company increased Non-Alzheimer’s disease, diagnostics and new discovery programs spending by CHF 4.7 million, with CHF 3.3 million related to finalizing the proof-of-concept and manufacturing activities for studies related to our lead compounds in the Anti-Tau Morphomer program. The Company continued to incur costs in ACI-24 for the Phase 1b clinical study in Down syndrome and spending increased for the Company’s alpha-synuclein and TDP-43 PET tracer programs

 

§Increase in R&D personnel expenses of CHF 1.8 million was linked to an augmentation of 15 FTEs (+28%) in 2017

 

General & Administrative (G&A) Expenses

 

§G&A expenditures were CHF 10.1 million in 2017, up CHF 2.2 million (28%) compared to 2016

 

§Increase was driven by personnel expenses including share-based compensation and higher professional service costs, such as legal and audit fees, related to AC Immune’s US public listing on Nasdaq

 

IFRS Loss for the period

 

§Net loss after taxes was CHF 26.4 million in 2017 compared with net loss of CHF 7.1 million in 2016

 

Balance Sheet

 

§The company had a total cash balance of CHF 124.4 million at December 31, 2017, compared to CHF 152.2 million at year end 2016. The decrease of CHF 27.8 million was principally due to the net loss of CHF 26.4 million for the year. Further details are available in our Statements of Cash flows in the Form 20-F, published on the company website

 

§The cash balance is strong and provides liquidity for the Company through Q2 2019, excluding potential incoming milestones. The company continued to be debt-free through 2017

 

§The total shareholders’ equity position decreased year-over-year to CHF 116.8 million as of December 31, 2017, from CHF 142.4 million at year end 2016. Further details are available in our corresponding Financial Statements filed in the Form 20-F, published on the company website

 

6  / 9

 

Non-IFRS Financial Measures

 

In addition to our operating results, as calculated in accordance with International Financial Reporting Standards, or IFRS, as adopted by the International Accounting Standards Board, we use Adjusted Income/(Loss) and Adjusted Earnings/(Loss) per share when monitoring and evaluating our operational performance. Adjusted Income/(Loss) is defined as income/(loss) for the relevant period, as adjusted for certain items that we believe are not indicative of our ongoing operating performance. Adjusted Earnings/(Loss) per share is defined as Adjusted Income/(Loss) for the relevant period divided by the weighted-average number of shares for such period.

 

We believe that these measures assist our shareholders because they enhance comparability of our results each period and provide more useful insight into operational results for the period. The company’s executive management uses these non-IFRS measures to evaluate our operational performance. These non-IFRS financial measures are not meant to be considered alone or substitute for our IFRS financial measures and should be read in conjunction with AC Immune’s financial statements prepared in accordance with IFRS. The most directly comparable IFRS measure to these non-IFRS measures is net income/(loss) and earnings/(loss) per share. The following table reconciles net income/(loss) and earnings/(loss) per share to Adjusted Net Earnings/(Loss) and Adjusted Net Earnings/(Loss) per share for the periods presented:

 

Reconciliation of Income/(Loss) to Adjusted Income/(Loss) and Earnings/(Loss) Per Share to Adjusted Earnings/(Loss) Per Share (unaudited)

 

For the year ended

December 31

Change
  2017 2016 CHF
 

(in CHF millions

except per share data)

 
Income/(Loss) (26.4) (7.1) (19.3)

Adjustments:

Non-Cash share-based compensation1

Foreign currency remeasurement (Gains)/Losses2 

1.6

 4.2

1.3

 (3.4)

0.3

 7.6

Adjusted Income (Loss) for the period (20.6) (9.2) (11.4)
       
EPS – basic and diluted (0.46) (0.14) (0.32)
Adjustment to EPS – basic and diluted 0.10 (0.04) 0.14
Adjusted EPS – basic and diluted2 (0.36) (0.18) (0.18)
Weighted-average number of shares used to compute Adjusted Earnings (Loss) per share – basic and diluted 57,084,295 50,096,859 6,987,436
1Reflects non-cash expenses associated with share-based compensation for equity awards issued to Directors, Management and employees of the company. This expense reflects the awards’ fair value recognized for the portion of the equity award which is vesting over the period.

2Reflects foreign currency remeasurement gains and losses for the period, predominantly impacted by the change in the exchange rate between the US Dollar and the Swiss Franc.

 

7  / 9

Non-IFRS Expenditures

 

Adjustments for the years ended December 31, 2017 and 2016 were CHF 5.8 million in net losses and CHF 2.1 million in net gains, respectively. These were largely due to foreign currency remeasurement losses and gains of CHF 4.2 million and CHF 3.4 million, respectively, predominantly related to the cash balance of the company as a result of a weakening of the US Dollar against the Swiss Franc for most of the first half of 2017. The company also recorded CHF 1.6 million and CHF 1.3 million for share-based compensation expenses for the years ended December 31, 2017 and 2016, respectively. Further details are available in our corresponding Financial Statements filed in the Form 20-F, published on the company website.

 

2018 Financial Guidance

 

For the full year 2018, the company expects a total cash burn of CHF 55-70 million at constant exchange rates.

 

About AC Immune

 

AC Immune is a clinical stage Swiss-based biopharmaceutical company focused on neurodegenerative diseases with five product candidates in clinical trials. The Company designs, discovers and develops therapeutic and diagnostic products intended to prevent and modify diseases caused by misfolding proteins. AC Immune’s two proprietary technology platforms create antibodies, small molecules and vaccines designed to address a broad spectrum of neurodegenerative indications, such as Alzheimer’s disease. The Company’s pipeline features nine therapeutic and three diagnostic product candidates. The most advanced of these is crenezumab, a humanized anti-amyloid-β monoclonal IgG4 antibody that targets monomeric and aggregated forms of amyloid-β, with highest affinity for neurotoxic oligomers currently in Phase 3 clinical studies for AD. This global program is being conducted by the collaboration partner Genentech (a member of the Roche group). Other collaborations include Biogen, Janssen Pharmaceuticals, Nestlé Institute of Health Sciences, Piramal Imaging and Essex Bio-Technology.

 

Forward looking statements

 

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical fact and may include statements that address future operating, financial or business performance or AC Immune’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,”

 

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“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include those described under the captions “Item 3. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in AC Immune’s Annual Report on Form 20-F and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and AC Immune does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

For further information, please contact:

 

In Europe

Beatrix Benz

AC Immune Corporate Communications

Phone: +41 21 345 91 34

E-mail: beatrix.benz@acimmune.com 

In the US

Lisa Sher

AC Immune Investor Relations

Phone: +1 970 987 26 54

E-mail: lisa.sher@acimmune.com

Nick Miles /Toomas Kull

Cabinet Privé de Conseils s.a.

Phone: +41 22 552 46 46

E-mail: miles@cpc-pr.com

kull@cpc-pr.com 

Ted Agne

The Communications Strategy Group Inc.

Phone: +1 781 631 3117

E-mail: edagne@comstratgroup.com 

 

 

 

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Exhibit 99.2

 

 

 

 

 

 

 

 

 

Statutory Financial Statements (Swiss CO)

1 January - 31 December 2017

 

 

  Financial Statements 2
  Notes to the Financial Statements 4

 

 

 

 

 

 

 

 

 

 

 

AC Immune SA

EPFL Innovation Park

1015 Lausanne / Ecublens

Switzerland

 

 

 

 

 

 

 
 

Ernst & Young Ltd

Rue de Chancey 59

P.O. Box

CH-1213 Lancy

Phone   +41 58 286 86 86

Fax       +41 58 286 86 00

www.ey.com/ch

 

 

To the General Meeting of

AC Immune SA, Ecublens

 

 

 

 

Lancy, 20 March 2018

Report of the statutory auditor on the financial statements  
     
 

As statutory auditor, we have audited the accompanying financial statements of AC Immune SA, which comprise the balance sheet, income statement and notes, for the year ended 31 December 2017.

 

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

 

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

In our opinion, the financial statements for the year ended 31 December 2017 comply with Swiss law and the company’s articles of incorporation.

 

 

 

Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority

Key audit matters are those matters that, in our professional judgment, were of most significance in our

 

 

 

 

 

audit of the financial statements of the current period. These matters 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

 

We have fulfilled the responsibilities described in the Auditor’s responsibilities section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

 

 

Collaboration arrangements - revenue recognition
Area of focus

AC Immune SA has entered into material revenue generating collaboration agreements with various collaboration partners. These arrangements vary in type and structure; however, typically include up-front fees, performance milestones and contain separate Research and Development (R&D) service deliverables. Revenue is recognized as Contract Revenue on the Income Statement over the estimated performance or agreement period or upon successful accomplishment of pre-defined objectives.

 

Given the nature of the collaboration agreements and the complexity and judgement involved, we consider this area as significant to our audit.

 

Refer to Note 2 and Note 11 in the Financial Statements for AC Immune's accounting policy and further details.

Our audit response Our audit procedures included assessing the application of the accounting policy for collaboration agreements. For each significant transaction, we evaluated the revenue recognition timing compared to the timing of fulfillment of contractual terms and conditions and corroborated the key judgements applied in this determination.

 

 

 

 

 

 

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

 

In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements

 

 

 

 

 

 

 

 

according to the instructions of the Board of Directors.

 

We recommend that the financial statements submitted to you be approved.

 

  Ernst & Young Ltd
 

 

 

/s/ Jürg Zürcher 

  /s/ Paulina Korecka 
  Jürg Zürcher   Paulina Korecka
  Licensed audit expert   Certified Public Accountant
  (Auditor in charge)    

 

 

 

 

 

  Enclosures
  „  Financial statements (balance sheet, income statement and notes)

 

 

 

 

AC Immune SA, Ecublens

 

Balance Sheet

 

        As at 31 December,  
in CHF thousands   Notes   2017     2016 
             
Assets                        
                         
Current assets                        
Cash and cash equivalents     5       124,631       153,831  
Other current receivables                        
- Third parties     6       918       517  
- Short-term financial receivables     6       20       20  
Prepaid expenses     7       1,457       1,278  
Accrued income             2,799       889  
Total current assets             129,825       156,535  
                         
Non-current assets                        
Financial assets     4       126       86  
Property, plant and equipment     3       2,353       1,120  
Prepaid expenses     7       17       -  
Total non-current assets             2,496       1,206  
                         
Total assets             132,321       157,741  
                         
Liabilities and shareholders' equity                        
                         
Current liabilities                        
Trade payables                        
- To third parties             1,092       2,720  
- To shareholders             -       39  
Accrued expenses and deferred income             8,662       7,163  
Total current liabilities     8       9,754       9,922  

 

Non-current liabilities

                       
Long-term financing obligation     9       494       -  
Total non-current liabilities             494       -  
                         
Shareholders' equity                        
Share capital     10       1,147       1,135  
Reserves from capital contributions             179,352       179,242  
Accumulated losses brought forward             (32,558 )     (24,930 )
Loss for the year             (25,868 )     (7,628 )
Total shareholders' equity             122,073       147,819  
                         
Total liabilities and shareholders' equity             132,321       157,741  

 

 

 

Statutory Financial Statements

 

 

 

2

 

 

 

AC Immune SA, Ecublens

 

 

Income Statement

 

        For the Years Ended 31 December,  
in CHF thousands   Notes   2017     2016  
             
Contract revenue     11       20,255       23,214  
                         
Operating expenses                        
Salaries and related costs     12       (13,206 )     (10,168 )
Operating expenses     12       (27,098 )     (25,499 )
Depreciation of fixed assets     12       (580 )     (278 )
Total operating expenses             (40,884 )     (35,945 )
                         
Operating loss             (20,629 )     (12,731 )
                         
Financial income     13       450       5,238  
Financial expenses     13       (5,689 )     (135 )
Loss for the period             (25,868 )     (7,628 )

 

 

 

Statutory Financial Statements 3

 

 

AC Immune SA, Ecublens

 

 

Notes to the financial statements

 

1.General information

 

AC Immune SA (the “Company,” or “AC Immune,” “ACI,” “we,” “our,” “ours,” “us”) is a clinical stage biopharmaceutical company leveraging our two proprietary technology platforms to discover, design and develop novel, proprietary medicines for prevention, diagnosis and treatment of neurodegenerative diseases associated with protein misfolding. Misfolded proteins are generally recognized as the leading cause of neurodegenerative diseases, such as Alzheimer’s disease, or AD, and Parkinson’s disease, or PD, with common mechanisms and drug targets, such as Abeta, Tau and alpha-synuclein. Our corporate strategy is founded upon a three-pillar approach that targets Alzheimer’s Disease, non-Alzheimer’s neurodegenerative diseases including neuro-orphan indications and diagnostics. Our lead product candidate is crenezumab, a humanized, monoclonal, conformation-specific anti-Abeta antibody that we developed using our proprietary SupraAntigen platform. The two Phase 3 clinical studies for crenezumab were commenced in early 2016 and in February 2017, respectively. We use our two unique proprietary platform technologies, SupraAntigen (conformation-specific biologics) and Morphomer (conformation-specific small molecules), to discover, design and develop medicines and diagnostics to target misfolded proteins. 

 

The Company was initially incorporated as a limited liability company on 13 February 2003 in Basel and effective 25 August 2003 was transformed into a stock company. The Company’s corporate headquarters are located at EPFL Innovation Park Building B, Ecublens/Lausanne, Vaud, Switzerland.

 

The statutory financial statements of AC Immune SA for the period ended 31 December 2017 were authorized for issue in accordance with a resolution of the Board of Directors on 19 March 2018 and will be submitted to the next Ordinary General Assembly.

 

During 2017 and 2016, AC Immune had an annual average of more than 50 but less than 250 full time equivalent positions.

 

2. Summary of significant accounting principles

 

The present annual accounts have been prepared in accordance with the provisions of the Swiss law on accounting and financial reporting (32 nd Title of the Swiss Code of Obligations). The principal accounting policies are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

For the presentation of the financial statements for 2017 and 2016, certain amounts were reclassified in 2016 to conform to the 2017 financial statement presentation.

 

Current vs. non-current classification

 

The Company presents assets and liabilities in the balance sheet based on current/non-current classification. The Company classifies all amounts to be realized or settled within twelve months after the reporting period to be current and all other amounts to be non-current.

 

Foreign currency transactions

 

The financial statements are presented in Swiss Francs (CHF). Foreign currency transactions are translated into the functional currency (CHF) using prevailing exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into CHF at rates of exchange prevailing at reporting date. Any gains or losses from these translations are included in the income statement in the period in which they arise.

 

Non-monetary assets and liabilities at historical costs are converted at the foreign exchange rate at the time of the transaction. Any foreign exchange profits are deferred in the balance sheet as not having an effect on net income. Foreign exchange losses, on the other hand, are recorded in the profit and loss account.

 

 

 

Statutory Financial Statements 4

 

 

AC Immune SA, Ecublens

 

 

Revenue recognition

 

Revenue includes upfront fees, milestone payments as well as revenue from research and development agreements associated with collaborations with third parties and grants from public institutions and foundations.

 

License of intellectual property

 

Revenue from non-refundable, upfront license payments and performance milestones where the Company has continuing involvement is recognized over the estimated performance or agreement period, depending on the terms of the agreement. The recognition of revenue is prospectively changed for subsequent changes in the development or agreement period.

 

For collaboration agreements on product candidates (i) that are in clinical development, (ii) where the upfront payment reflects a payment for past investments the Company has made in the development of the product candidate, access to the product candidate, the associated intellectual property and our knowledge, and, (iii) where there is no further performance commitment, the Company recognizes the fair value of the upfront payment at the time of entering into the collaboration agreement. For collaboration agreements (i) in clinical development but where conditions (ii) and (iii) are not met, the Company recognizes revenue from upfront payments under our collaboration agreements pro-rata over the term of the estimated period of performance under each agreement.

 

For collaboration agreements, in addition to receiving upfront payments, the Company is also entitled to milestone and other contingent payments upon achieving pre-defined objectives.

 

Milestone payments

 

Revenue from milestones, if they are non-refundable and deemed substantive, is recognized upon successful accomplishment of the milestones. To the extent that non-substantive milestones are achieved and the Company has remaining performance obligations, milestones are deferred and recognized as revenue over the estimated remaining period of performance.

 

Research and Development Services

 

The Company has certain arrangements with our collaboration partners that include contracting our full-time employees for research and development programs. These revenues are recorded in license and collaboration revenues as the services are performed.

 

Research and development expenditures

 

Given the stage of development of the Company’s products, all research expenditures are recognized as expenses when incurred.

 

For external research contracts accrued expenses are generally estimated based on a rate of completion related to each research project in a clinical study. The Company estimates its accrued expenses as of the balance sheet date in the financial statement based on facts and circumstances known at the time.

 

Registration costs for patents are part of the expenditure for research and development projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does not meet the criteria for capitalization.

 

 

Statutory Financial Statements 5

 

 

AC Immune SA, Ecublens

 

 

Total research and development related costs, inclusive of operating expenses, payroll related expenses, and depreciation were CHF 32.1M in 2017 and CHF 25.2M in 2016. R&D expenses in Alzheimer’s disease were driven by the investments related to the completion of the Phase 1b study for ACI-35, as well as costs related to the combined Phase 1/2a study for ACI-24 AD. In addition, the Company incurred costs for the next stages of clinical development for each of these respective candidates. In Non-Alzheimer’s diseases, the Company continues to incur costs in ACI-24 for Down syndrome’s Phase 1b clinical study. Diagnostic investments entail predominantly increases in spending related to our alpha-synuclein and TDP-43 PET tracer programs. New discovery programs increase CHF 3.8 million driven by CHF 3.3 million related to finalizing the proof-of-concept and manufacturing activities for studies related to our lead compounds in the Anti-Tau Morphomers and investments in new therapeutic and preventive vaccine technology. R&D Expenses not allocated to specific programs increased CHF 2.5 million predominantly driven by a CHF 1.9 million increase in salaries and related costs, CHF 0.3 million in depreciation expense and CHF 0.1 million in regulatory costs. Our total research and development costs are likely to rise substantially in the coming years as the Company continues to develop and advance product candidates from the pre-clinical to clinical stages across its three-pillar strategy.

 

Property, plant and equipment

 

Property, plant and equipment is shown at historical acquisition cost, less accumulated depreciation and any accumulated impairment losses. Historical costs include expenditures that are directly attributable to the acquisition of the property, plant and equipment. Depreciation is calculated using a straight-line method to write off the cost of each asset to its residual value over its estimated useful life as follows:

 

IT equipment 3 years
Laboratory equipment 5 years
Leasehold improvements / furniture 5 years

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Where an asset’s carrying amount is greater than its estimated recoverable amount, it is written down to its recoverable amount.

 

Profits and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are included in the income statement.

 

Financial assets & liabilities

 

The Company’s financial assets and liabilities are only comprised of receivables, cash and cash equivalents and trade payables and a long-term financing obligation.

 

Receivables

 

Receivables are non-derivative financial assets with fixed payments that are not quoted in an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as long-term assets. Receivables are recognized at their billing value. An allowance for doubtful accounts is recorded for potential estimated losses when there is objective evidence of the debtor’s inability to make required payments.

 

Cash and cash equivalents

 

Cash and cash equivalents include deposits held with external financial institutions and cash on hand. All cash and cash equivalents are either in cash or in deposits with less than 3 months’ duration.

 

Trade payables

 

Trade payables are recognized initially at nominal amount, which represents cost incurred.

 

Long-term financing obligation

 

The Company’s long-term financing obligation is measured as of the period end date based on the repayment terms when originated.

 

 

Statutory Financial Statements 6

 

 

 

AC Immune SA, Ecublens

 

Significant Shareholders

 

Principal shareholders who own more than 5 percent of the voting rights:

 

    Shares Owned   Shares Owned
    2017   2016
Principal Shareholders     Number       Percent       Number       Percent    
5% Shareholders                                  
dievini Hopp BioTech holding GmbH & Co KG(1)     18,041,000       31.5 %     18,041,000       31.7 %  
Varuma AG(2)     11,410,700       19.9 %     11,400,000       20.0 %  
Andrea Pfeifer, Chief Executive Officer     *       *       2,908,500       5.1 %  

 

  (1) Represents 18,041,000 shares held by dievini Hopp BioTech holding CmbH & Co KG. Dietmar Hopp controls the voting and investment decisions of the ultimate parent company of dievini Hopp BioTech holding CmbH & Co KG. The shares registered in the name of dievini Hopp BioTech holding CmbH & Co KG may also be deemed to be beneficially owned by Friedrich von Bohlen und Halbach, who is a managing director of dievini Hopp BioTech holding CmbH & Co KG. The address for dievini Hopp BioTech holding CmbH & Co KG, Friedrich von Bohlen und Halbach is Johann-Jakob-Astor Str. 57, 69190 Walldorf, Germany.

 

  (2)

The address for Varuma AG is Aeschenvorstadt 55, CH-4051 Basel, Switzerland. Rudolf Maag controls the voting and investment decisions of Varuma AG.

 

 

 * less than 5 percent held at 31 December 2017

 

Operating lease liabilities

 

We have been a tenant at our current location in the EPFL Innovation Park in Lausanne since shortly after our inception in 2003. We have entered into long-term rental lease agreements with respect to these facilities. However, our lease agreements are structured such that we can exit these lease agreements without penalty provided we give the owner of our premises sufficient notice. As of 31 December 2017, total minimum liability for the remaining term was CHF 243 thousand.

 

Provisions

 

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events where it is more likely than not that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

 

Critical judgments and accounting estimates

 

The preparation of financial statements in conformity with Swiss Code of Obligations requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

 

The areas where AC Immune has had to make judgments, estimates and assumptions relate to (i) revenue recognition on collaboration and licensing agreements and (ii) clinical development accruals. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

 

Statutory Financial Statements 7

 

 

AC Immune SA, Ecublens

 

Information relating to items on Balance Sheet and Income Statement

 

3.Property, plant and equipment

    As at 31 December,  
in CHF thousands   2017        2016     
Furniture     85       81  
IT equipment     569       298  
Lab equipment     4,163       2,793  
Leasehold improvements     271       103  
Total property, plant and equipment     5,088       3,275  
Accumulated depreciation     (2,735     (2,155
Total     2,353       1,120  

 

4.Financial assets

 

    As at 31 December,  
in CHF thousands   2017        2016     
Rental deposit (restricted cash)     123       83  
Security deposit     3       3  
Total     126       86  

 

5.Cash and cash equivalents
    As at 31 December,  
in CHF thousands   2017        2016     
Cash        80,631       11,366  
Short term deposits     44,000       142,465  
Total     124,631       153,831  
                 
By Currency                
CHF     103,272       41,322  
EUR     3,694       6,818  
USD     17,665       105,691  
Total     124,631       153,831  

 

6.Other current receivables
    As at 31 December,  
in CHF thousands   2017       2016    
         
Other current receivables                
- from third parties     918       517  
- short-term financial receivables     20       20  
Total     938       537  

 

 

Statutory Financial Statements 8

 

 

AC Immune SA, Ecublens

 

7.Prepaid expenses
    As at 31 December,  
in CHF thousands   2017         2016      
         
Prepaid expenses (current)     1,457       1,278  
Prepaid expenses (non-current)     17       -  
Total     1,474       1,278  

  

8.Trade payables and accrued liabilities
    As at 31 December,  
in CHF thousands   2017         2016      
         
Trade payables        
- to third parties     1,092       2,720  
- to shareholders     -       39  
                 
Accrued payroll expenses     2,420       2,560  
Accrued R&D costs     5,429       3,265  
Other accrued expenses     458       817  
Current portion of deferred Income     355       521  
Total accrued expenses and deferred income     8,662       7,163  
Total payables and accrued liabilities     9,754       9,922   

 

9.Long-term financing obligation
    As at 31 December,  
in CHF thousands   2017         2016      
         
Accrued interest – long-term     99       -  
Long-term financing obligation     395       -  
Total     494       -  

 

10.Share capital

 

As at 31 December 2017, the issued share capital amounted to CHF 1,146,984 is comprised of 57,349,190 common shares at a par value of CHF 0.02 per common share.

 

11.Revenues

 

  For the Years Ended 31 December,  
in CHF thousands   2017          2016       
         
Contract revenue     20,255          23,214  
Total     20,255          23,214  

 

 

Statutory Financial Statements 9

 

 

AC Immune SA, Ecublens

 

 

12.Operating Expenses
    For the Years Ended 31 December,  
in CHF thousands   2017          2016       
         
Salaries and related costs        
- related to research and development     8,294       6,441  
- related to general administrative     4,912       3,727  
Total salaries and related cost     13,206       10,168  
                 
Research and development expenses                
- related to research and development expense     23,242       18,489  
Total research and development expenses     23,242       18,489  
                 
General and administrative expenses                
- related to regular general and administrative     3,856       3,168  
- related to IPO     -       3,842  
Total general and administrative expenses     3,856       7,010  
                 
Depreciation of fixed assets     580       278  
                 
Total operating expenses     40,884       35,945  

 

13.Financial income and expenses

 

    For the Years Ended 31 December,  
in CHF thousands   2017      2016      
         
Financial income                
- interest income     330       43  
- foreign exchange gains     120       5,195  
Total financial income     450       5,238  
                 
Financial expenses                
- foreign exchange (losses)     (5,536 )     (9 )
- bank fees     (7 )     (119 )
- interest expense     (146 )     (7 )
Total financial expenses     (5,689 )     (135 )
 
   
Statutory Financial Statements 10

 

 

AC Immune SA, Ecublens

 

 

14.Shareholders rights and equity awards

 

The following table presents information on the allocation of shares and equity awards to executive officers, directors and employees in accordance with Article 959c, paragraph 2, number 11 Swiss Code of Obligations (CO) as at 31 December 2017:

 

    Shares     Equity Awards  
in CHF thousands   Number       KCHF       Number       KCHF    

Issued to executive officers and directors

    4,657,882       58,922       930,748     3,473  
Issued to employees     504,664       6,384       479,725     1,119  
Total     5,162,546       65,306       1,410,473     4,592  

 

Share values are based on the Company’s share price of $12.80 (CHF 12.65). Equity awards are comprised of options and non-vested stock (restricted shares and restricted share units) awards. The fair value of our options is determined using the Black-Scholes Merton Model and our non-vested stock awards are valued using a reasonable estimate of market value of the common stock on the date of the award. Total shares are derived from our transfer agent’s records as at 31 December 2017.

 

The table below presents beneficial ownership of executive officers and directors, including affiliated entities, if applicable, in accordance with Article 663c CO as at 31 December 2017:

 

Beneficial ownership of executive officers and directors   Number of Shares     Number of Equity   Awards  
    2017     2017  
Andrea Pfeifer, Ph.D., Chief Executive Officer and Director     2,596,809       339,352  
Jörg Hornstein, Chief Financial Officer     -       113,981  
Andreas Muhs, Ph.D., Chief Scientific Officer     475,050       373,867  
Jean-Fabien Monin, Chief Administrative Officer     275,000       63,923  
Martin Velasco, Chairman and Director     469,250       16,125  
Detlev Riesner, Ph.D., Director     759,000       5,875  
Friedrich von Bohlen und Halbach, Director     78,750       5,875  
Peter Bollmann, Director     -       5,875  
Thomas Graney, Director     4,023       5,875  

 

 

15. Post balance sheet events

 

On February 2, 2018, we entered into an additional lease with the EPFL Innovation Park to expand our premises by more than 4,300 square feet effective March 1, 2018. As part of this expansion, the Company agreed to purchase CHF 750 thousand of the previous tenant’s lab equipment.

 

Statutory Financial Statements

11

 

 

AC Immune SA, Ecublens

 

 

Proposal of the Board of Directors to the annual Shareholders’ Meeting:

 

Proposal of the Board for the accumulated losses to be carried forward, subject to the approval of the Annual Shareholders’ Meeting

 

    As at 31 December,    
in CHF thousands   2017        2016       
           
Accumulated losses carried forward     (32,558 )     (24,930 )  
Loss for the year     (25,868 )     (7,628 )  
Total accumulated losses     (58,426 )     (32,558 )  

 

 

Statutory Financial Statements

 

12

 

Exhibit 99.3

 

 

 

Report of the Statutory Auditor on the Compensation Report in Accordance with the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance)

 

 

 

Contents

 

Report of the Statutory Auditor

 

Compensation of the Board of Directors

 

Compensation of the Members of the Executive Management

 

Equity Incentive Plans of the Board of Directors and the Members of the Executive Team

 

 

Annex

 

Compensation Philosophy, Principles and Governance

 

1 

 

 

Ernst & Young Ltd 

Route de Chancy 59 

P.O. Box 

1213 Lancy 

Phone: +41 58 286 56 56 

Fax: +41 58 286 56 57 

www.ey.com/ch 

 

 

To the General Meeting of 

AC Immune SA, Ecublens 

Lancy, 20 March 2018

 

Report of the statutory auditor on the remuneration report

 

 

We have audited the remuneration report of AC Immune SA for the year ended
31 December 2017. The audit was limited to the information according to articles 14–16 of the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance) contained in the tables 1.c., 2.c.and 3., and the information in section 1.b.and 3.of the remuneration report. 

   

Board of Directors’ responsibility 

The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinance. The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages. 

   

Auditor’s responsibility 

Our responsibility is to express an opinion on the remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance.

 

An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

   

Opinion 

In our opinion, the remuneration report for the year ended 31 December 2017 of AC Immune SA complies with Swiss law and articles 14 – 16 of the Ordinance. 

   
 

Ernst & Young Ltd

  

 

  /s/ Jürg Zürcher /s/ Chris Roberts
  Jürg Zürcher Chris Roberts
  Licensed audit expert Chartered accountant
  (Auditor in charge)  

  

2 

 

 

This compensation report of AC Immune SA (the “Company”) has been prepared in accordance with the Federal Ordinance Against Excessive Compensation in Stock Exchange Listed Companies (“Ordinance”), effective January 1, 2014.

 

1.Compensation of the Board of Directors

 

a.   Board Composition in 2017 and 2016

 

Name Appointment Board Audit Compensation
      Committee* and
        Nomination
        Committee*
Martin Velasco 2003 Chairman Member Member
Peter Bollmann, PhD 2015 Director Chairman  
Thomas Graney 2016 Director (1) Member Member
Detlev Riesner, PhD 2004 Director   Chairman
Friedrich von Bohlen und Halbach, PhD 2015 Director    
Andrea Pfeifer, PhD 2016 Director – CEO    
Mathias Hothum 2013 Director (2)    

 

(1) – elected November 15, 2016

(2) – term expired November 15, 2016

 

* Created November 11, 2016

 

Our Board of Directors is composed of six directors. Each director is elected for a one-year term. The current members of our board of directors were appointed at a shareholders’ meeting held on June 28, 2017 to serve until the 2018 shareholders’ meeting planned for June 2018.

 

Pursuant to NASDAQ Marketplace Rule 5615(a)(3), the Company follows Swiss rules in lieu of the NASDAQ exchange listing rules for rules regarding nominations committee, independent director oversight of executive officer compensation, majority independent board representation and the establishment of or amendments to equity-based compensation plans for employees. Swiss law does not require that a majority of our board of directors consist of independent directors. Taking into account any applicable committee independence standards, Martin Velasco, Detlev Riesner, Friedrich von Bohlen und Halbach, Peter Bollmann and Thomas Graney are “independent directors”. In making such determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining the director’s independence, including the number of ordinary shares beneficially owned by the director and his or her affiliated entities, if any.

 

b.   Compensation Structure

 

Board members are paid a fixed fee dependent on the function exercised. Such fees have been established in light of market practice. In addition to the fixed fee, Board members are awarded equity instruments

 

3 

 

 

under the Company’s equity incentive plans as described more fully in the annex to this report. For 2017, annual fixed fees were paid semi-annually in Swiss Francs (CHF) as follows:

 

KCHF 79 (net of social charges) for the Chairman of the Board

 

KCHF 49 (net of social charges) for other members of the Board

 

KCHF 15 (net of social charges) for the Audit Chairman

 

KCHF 7.5 (net of social charges) for members of the Audit Committee

 

KCHF 8.5 (net of social charges) for the Compensation and Nomination Committee chairman

 

KCHF 5 (net of social charges) for members of the Compensation and Nomination Committee

 

For 2016, annual fixed fees were paid semi-annually in Swiss Francs as follows:

 

KCHF 45 (net of social charges) for the Chairman of the Board

 

KCHF 30 (net of social charges) for other members of the Board

 

c.   2017 and 2016 Board Compensation

 

In 2017 and 2016, the total compensation of the members of the Board of Directors consists of Board fees, social charges and compensation paid in the form of equity instruments and is outlined below:

 

All amounts are in thousands of CHF

 

Year Name Gross Cash Social FMV of Total Annual
    Compensation Contribution Equity Compensation
        instruments  
        granted  
        (3) (4)  
2017 Martin Velasco 98 6 56 160
2016 Martin Velasco 48 4 - 52
           
2017 Peter Bollmann, PhD (1) 84 5 56 145
2016 Peter Bollmann, PhD 16 3 - 19
           
2017 Thomas Graney 62 - 106 168
2016 Thomas Graney - - - -
           
2017 Detlev Riesner, PhD 60 4 56 120
2016 Detlev Riesner, PhD 31 1 - 32
           
2017 Friedrich von Bohlen und 49 - 56 105
  Halbach, PhD        
2016 Friedrich von Bohlen und 32 - - 32
  Halbach, PhD        
           
2017 Andrea Pfeifer, PhD (2) - -    
2016 Andrea Pfeifer, PhD (2) - - - -
           
2016 Mathias Hothum 28 - - 28
           

 

4 

 

 

  Total 2017 353 15 330 698
  Total 2016 155 8 - 163

 

(1)Includes CHF 16K gross cash compensation for fees in 2016

 

(2)– Compensation for Andrea Pfeifer is included in section 2 c below.

 

(3) - Restricted Share Units and Restricted Share Awards were granted in 2017 and are further described in Section 3 below. No equity instruments were granted in 2016. Stock options granted are valued using the Black-Scholes model. We estimate the fair value of non-vested stock awards (restricted shares and restricted share units) using a reasonable estimate of market value of the common stock on the date of the award.

 

(4)Fair market value (FMV) excludes Swiss social security contributions

 

d. Loans to Board Members, payments to former members of the Board of Directors and payments to Related Parties of Members of the Board of Directors

 

For the years ended December 31, 2017 and 2016, the Company granted no loans to members or former members of the Board of Directors. Additionally, as of December 31, 2017 and 2016, no such loans or credit payments existed to present or former members of the Board of Directors, or to related parties of present or former members of the Board of Directors.

 

For the years ended December 31, 2017 and 2016, no compensation was paid to related parties or former members of the Board of Directors.

 

2.

Compensation for Members of Executive Management

 

a.   Executive Management Composition

 

The Executive Management during 2017 was comprised of:

 

Name Function Appointment
Andrea Pfeifer, PhD Chief Executive Officer 2003
Andreas Muhs, PhD Chief Scientific Officer 2005
Jörg Hornstein (1) Chief Financial Officer 2017
Jean-Fabien Monin Chief Administrative Officer 2009

 

The Executive Management during 2016 was comprised of:

 

Name Function Appointment
Andrea Pfeifer, PhD Chief Executive Officer 2003
Andreas Muhs, PhD Chief Scientific Officer 2005
George Pavey Chief Financial Officer 2015
Jean-Fabien Monin Chief Administrative Officer 2009

 

(1) Mr. Jörg Hornstein was appointed Chief Financial in November 2016 effective April 1, 2017.

 

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b.   Executive Compensation Principles

 

Each member of the Executive Management receives remuneration consisting of a base salary, incentive plan, social benefits and an equity incentive plan as described more fully in the annex to this report.

 

c.   2017 and 2016 Executive Compensation

 

The total compensation of the Executive Management and the highest individual compensation of the members of the Executive Management for the years ended December 31, 2017 and 2016, respectively, are outlined below:

 

All amounts are in thousands of CHF

 

Year Name Cash Other Pension Employer’s Cash Total Equity FMV
    Compensation Compensation (employer) Social Bonus   excluding
          Contribution     Social
          (1)     Contributions
                (2) (3)
2017 Andrea 404 28 60 43 408 943 1,393
  Pfeifer, PhD              
2016 Andrea 350 28 52 41 305 776 -
  Pfeifer, PhD              
                 
2017 Total 1,206 70 166 106 680 2,228 2,771
  Executive              
  Management              
  Compensation              
2016 Total 1,080 52 154 98 526 1,910 674
  Executive              
  Management              
  Compensation              

 

(1)Amounts exclude social charges related to the exercise of options in the amount of CHF 25K in the aggregate for Executive Management in 2017, and of CHF 253K for Andrea Pfeifer and CHF 333K in the aggregate for Executive Management, in 2016.

 

(2)Stock options granted are valued using the Black-Scholes model. We estimate the fair value of non-vested stock awards (restricted shares and restricted share units) using a reasonable estimate of market value of the common stock on the date of the award.

 

(3)Fair market value (FMV) excludes social charges.

 

d.Loans, Severance or other Compensation Paid to Members or Former Members of the Executive Management

 

For the years end December 31, 2017 and 2016 the Company granted no loans to members or former members of the Executive Management. Additionally, as of December 31, 2017 and 2016, no such loans or

 

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credit payments existed to present or former members of the Executive Management, or to related parties of present or former members of the Executive Management.

 

For the years ended December 31, 2017 and 2016 no compensation was paid to related parties of present or former members of the Executive Management.

 

3.   Equity Incentive Plans of the Board of Directors and the Executive Management

 

Board of Directors and Executive Management Equity Incentive Plan Summary

 

The Members of the Board of Directors and Executive Management held the following equity instruments as of December 31, 2017 and 2016:

 

Investments held by members of the Board of Directors (1)

 

Year Name Function Number Number Number of Number of
      of of Restricted Restricted
      Shares Options Share Share
          Units Awards
          (4) (5)
2017 Martin Velasco Chairman 469,250 10,250 5,875 -
2016 Martin Velasco (2)(3) Chairman 964,500 10,250 - -
             
2017 Peter Bollmann, PhD Director 0 - 5,875 -
2016 Peter Bollmann, PhD Director - - - -
             
2017 Thomas Graney Director 1,343 - 5,875 2,680
2016 Thomas Graney Director - - - -
             
2017 Detlev Riesner, PhD (2) Director 759,000 - 5,875 -
2016 Detlev Riesner, PhD (2) Director 764,000 5,000 - -
             
2017 Friedrich von Bohlen und Halbach, Director 78,750 - 5,875 -
  PhD          
2016 Friedrich von Bohlen und Halbach, Director 78,750 - - -
  PhD          
             
2016 Board Member – Departing (Mathias Director 36,500 - - -
  Hothum)          
             
  Total 2017   1,308,343 10,250 29,375 2,680
  Total 2016   1,843,750 15,250 - -

 

(1)Excluding Andrea Pfeifer, CEO, whose holdings are listed under Executive Management.

(2)Includes shares held directly and indirectly through vehicles controlled by the Director.

 

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(3) A portion of the shares correspond to preferred shares acquired directly by the member through the Company’s successive financial rounds (Series A, B, C and D) and cannot be assimilated to compensation in equity.  

(4)These unvested Restricted Share Units were awarded in 2017 and fully vest in 2018.

(5)Unvested Restricted Share Award balance as of December 31, 2017.

 

Investments held by members of the Executive Management

 

Year Name Function Number of Options – Options - Restricted Restricted
      Shares Vested Unvested Stock Units – Stock Units –
            Vested Unvested
               
2017 Andrea Pfeifer, Chief Executive 2,596,809 174,426 96,385 4,284 64,257
  PhD (1) Officer          
2016 Andrea Pfeifer, Chief Executive 2,908,500 168,000 - -  
  PhD (1) Officer          
               
2017 Jörg Hornstein Chief Financial - 14,248 99,733 - -
    Officer          
               
2017 Andreas Muhs, Chief Scientific 475,050 318,892 32,128 1,428 21,419
  PhD Officer          
2016 Andreas Muhs, Chief Scientific 581,750 316,750 - - -
  PhD Officer          
               
2017 Jean-Fabien Chief 275,000 52,928 6,426 286 4,283
  Monin Administrative          
    Officer          
2016 Jean-Fabien Chief 265,000 62,500 - - -
  Monin Administrative          
    Officer          
               
  Total 2017   3,346,859 560,494 234,672 5,998 89,959
  Total 2016   3,755,250 592,250(2) 49,250(2) - -

 

(1)A portion of the shares correspond to preferred shares acquired directly by the member through the Company’s successive financial rounds (Series A, B, C and D) and cannot be assimilated to compensation in equity.

(2)2016 totals include 45,000 and 49,250 vested and unvested options, respectively, for the former Chief Financial Officer.

 

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Compensation of Current and Former Members of the Board and Executive Management

 

In connection with options exercised in 2017 and 2016 by current and former members of the Board and Executive Management, AC Immune paid social contributions, in accordance with applicable laws, on the gain resulting from the difference in exercise price and fair value of the shares at the time of the exercise. With regard to the former Board and Executive Management members, AC Immune paid a total of CHF 63K and CHF 156K in 2017 and 2016, respectively. With regard to the current Board and Executive Management members, AC Immune paid a total of CHF 11K and CHF 453K in 2017 and 2016, respectively.

 

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Annex to the Report

 

Compensation Philosophy, Principles and Governance

 

AC Immune’s values as “A leader in AD Drug Development” are driven by passion to win, innovation, entrepreneurship, team spirit, modesty, communication and leadership. The Company aims to attract “world class” professionals and strives for growth, achievement and success. The Company’s values are an essential component of its strategy and key drivers of the Company’s performance.

 

AC Immune's compensation policy is designed to attract, motivate and retain talent in order to support the achievement of the Company’s financial and strategic objectives. The policy further aims at ensuring a fair and competitive compensation package. The Board believes that by combining short- and long-term incentive elements, the compensation system helps to align the interests of the Board members and management with the interests of the Company and its shareholders. In addition, compensation elements are focused on rewarding the delivery of outstanding and sustainable results without inappropriate risk-taking.

 

In 2016, the Company had engaged a reputable compensation and performance expert firm to benchmark the compensation level and structure for the members of the Board and Executive Management. The analysis included compensation data of the comparable Pharma/Biopharma companies, including several U.S.-based companies. The Board came to the conclusion that adjustments to the compensation were required in order for AC Immune to remain a competitive employer.

 

Method of Determining Compensation

 

The Role and Powers of the Compensation, Nomination and Corporate Governance Committee “CNC”

The CNC consists of three (3) members, who are appointed by the Annual Shareholders' Meeting and the committee enacts its own charter.

 

Compensation Guidelines:

The CNC recommends guidelines for the compensation of the members of the Board of Directors, the CEO and the Executive Management, and submits these recommendations to the Board of Directors for approval.

 

The CNC provides an overall package for near- and long-term compensation, including variable compensation, that (1) is designed to attract, motivate and retain persons with the necessary skills and character, (2) is consistent with market conditions, and in the case of variable compensation, consistent with the Company’s and individual’s performance, and (3) aligns the interests of the members of the Board of Directors and the Executive Management with the interests of the Company. The CNC also periodically reviews the Company’s compensation policies for its employees who are not members of the Executive Management.

 

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The CNC meets at least four times a year and informs the Board of Directors of its recommendation and resolutions after each meeting.

 

Approval of Compensation by the Annual Shareholders' Meeting

 

Swiss law requires a binding approval of the maximum compensation for the Board and the Executive Management. Each year, the Annual Shareholders' Meeting separately approves the total maximum amounts proposed by the Board of Directors pursuant to Articles 32 and 33 of the Articles of Association for:

 

a)the non-performance-related compensation of the Board of Directors for the next term of office;

 

b)a possible additional compensation of the Board of Directors for the preceding business year;

 

c)         the non-performance-related compensation of the Executive Management for the 12-month period starting on 1 July following the Ordinary Annual Shareholders' Meeting;

 

d)the variable compensation for the Executive Management for the current year;

 

e)         the grant of options, shares or other equity instruments in the Company to the Board of Directors and the Executive Management.

 

The respective total compensation amounts include social security and occupational pension contributions for the benefit of the members of the Board of Directors, the Executive Management and the Company.

 

If the Annual Shareholders' Meeting refuses to approve a respective motion by the Board of Directors, the Board of Directors may either submit a new motion at the same meeting or determine a maximum total remuneration or several maximum partial remunerations, subject to the relevant principles of the compensation, or submit a new motion to the next Annual Shareholders' Meeting for approval. The Company may pay remunerations within the framework of the maximum total or partial remuneration and subject to the approval by the Annual Shareholders' Meeting.

 

Compensation of the Board of Directors

The CNC reviews and proposes to the Board of Directors the resolution to be submitted to the Ordinary Annual Shareholders' Meeting for the maximum total compensation of the Board of Directors. The CNC will also request approval by the Board of Directors of the individual compensation packages to be paid to members of the Board of Directors.

 

The compensation for members of the Board typically consists of:

 

Annual cash compensation

 

Annual grant of equity

 

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Both components do not depend on the achievement of corporate goals or the individual performance of a Board member. Additionally, the Company pays the employer’s social security contributions due on these amounts. Board members do not receive any variable compensation.

 

Compensation of the Executive Management

The CNC evaluates annually the performance of the CEO and the Executive Management and submits such evaluation for review and discussion by the Board of Directors, in each case in executive session without the presence of the CEO or the Executive Management.

 

Subject to and within the bounds of the maximum compensation approved by the Ordinary Annual Shareholders' Meeting, the CNC reviews and recommends for approval by the Board of Directors the annual base salary, incentive compensation (bonus) and equity compensation of the CEO, and in consultation with the CEO, of the Executive Management, and the overall compensation of the CEO and the Executive Management. The CNC also requests approval by the Board of Directors regarding the determination of the compensation-related targets for the Executive Management and requests approval by the Board of Directors of the individual compensation packages to be paid to members of the Executive Management.

 

Elements of Compensation for 2017 and 2016

 

Base Salary

Base salaries are highly competitive in order to attract, motivate, and retain persons with the necessary skills and character. The salary level is based on the scope of the position and market conditions and the individual’s profile in terms of experience and skills. The fixed compensation for the Executive Management members includes base salary, social security contributions and payments to the pension fund by the Company. Base salaries are reviewed annually by the CNC, taking into account individual performance and the results of the external benchmarking.

 

Incentive Plan (Bonus)

The CNC proposes to the Board of Directors an incentive compensation plan providing for variable compensation of the members of the Executive Management based on the achievement of the Company’s corporate goals and in relation to the Executive Management based on the individuals’ performance, and approve any changes to such plan as may be proposed by the CEO from time to time. The CNC reviews and approves any employment contracts, severance contracts, or other agreements that the Company proposes to enter into with any present, future or former members of the Executive Management; provided that the key terms of such contracts shall be submitted for approval by the Board of Directors and shall be within the bounds of the maximum compensation approved by the Ordinary Annual Shareholders' Meeting.

 

The annual cash bonus for 2017 and 2016 was based on the achievement of Company and individual goals. The target bonus, i.e. cash bonus to be paid if 100% of corporate and individual objectives are met, is determined individually for each member of the executive management as a fixed amount, ranging from

 

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approximately 20% to 90% of the base salary. According to the external benchmarking, the target bonuses continued to be in the lower range of the peer group. The 2017 corporate goals included (i) fulfillment of various R&D project milestones, and (ii) meeting the standards of a NASDAQ listed company with particular emphasis on the financial organization. The 2016 corporate goals included (i) fulfillment of various R&D project milestones, and (ii) successful completion of an initial public offering. The weightings of the corporate and individual goals are defined for each executive management member and vary depending on the position. In general, the higher the position of an employee, the more weight is put on the achievement of corporate goals rather than on individual goals. The Board determined that the actual target achievement of the 2017 and 2016 corporate goals was 102% and 100%, respectively.

 

Pension Plan and Social Charges

 

Pension Plan

The Company participates in a collective foundation covering all of its employees including its executive officers. In addition to retirement benefits, the plan provides death or long-term disability benefits. Contributions paid to the plan are computed as a percentage of salary, adjusted for the age of the employee and shared approximately 47% (46% in 2016) and 53% (54% in 2016) by employee and employer, respectively. This plan is governed by the Swiss Law on Occupational Retirement, Survivors and Disability Pension Plans (BVG), which requires contributions to be made to a separately administered fund. The fund has the legal form of a foundation and it is governed by the Board of Trustees, which consists of an equal number of employer’s and employee’s representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

 

Social Charges

The Company pays old age and survivors’ insurance (AHV), Disability insurance (IV), Income replacement scheme (EO) as required by Federal Swiss law.

 

Equity Incentive Plans

 

Current Plan

The 2016 Option and Incentive Plan as amended and restated as of May 19, 2017 (the “2016 Plan”) was established for the officers, employees, non-employee directors and consultants of AC Immune SA. The 2016 Plan provides for a variety of award types, including stock options, restricted share awards, restricted share units, unrestricted share awards, and performance based awards. Vesting and performance based conditions vary by grant and are determined by the plan administrator, which is the Compensation Committee of the Board of Directors, (or in its absence the Board of Directors) or the Chief Executive Officer under specified delegation limitations granted by the Board of Directors. However, option awards with an “Exercise Price” shall be determined at the time of grant by the plan administrator, but shall not be less than 100 percent of fair market value on the date of grant. Further, awards with an “Option Term” may not exceed 10 years. In 2017, awards were granted to members of the Executive Management and Board of Directors and are disclosed in Section 3 of this report. No awards were issued under the 2016 Plan during 2016 According to the external benchmarking, the equity awards continued to be in the lower range of the peer group.

 

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Prior Plans

Since our inception in 2003, we have had four separate Prior Plans: Plan A, which was established in 2004 and amended in June 2015 and June 2017; Plan B, which was established in 2005; Plan C1, which was established in 2006; and Plan C2, which was also established in 2006 and was intended specifically for members of our board of directors to purchase our common shares. Options granted under the C1 Plan prior to 2013 were taxed at grant and options granted from 2013 and thereafter were taxed upon exercise instead of at grant due to a change in taxation rules. The options granted under Plan A vested immediately but were subject to a four-year lockup period. The options granted under Plan B and Plan C1 vested over a four year period with 25% of these options vesting each year. Under Plan C2, options were immediately exercisable.

 

Our Board of Directors has the authority to amend each of the Prior Plans.

 

Option Purchase Plan “Employment Consideration”

For the fiscal year ended December 31, 2017, we have granted our directors and executive management, in the aggregate, options for the right to acquire 257,916 shares at an exercise price of CHF 9.53 per share, that vest over a four year period with vesting to occur quarterly. In addition to the stock options granted, the Company also granted 125,332 restricted share units to its directors and executive officers. The restricted share units granted to directors total 29,375 and vest at the end of a one-year period. The remaining 95,957 restricted share units were granted to executives and have a four year vesting life to be vested quarterly. Finally, we have granted 4,023 restricted shares as part of a Restricted Share Award to one of our Directors.

 

In 2015 we have granted one member of the Executive Management, in the aggregate, options that will give him the right to acquire shares. Contingent upon continued employment and approval of our Board of Directors, such options vesting conditions are as follows:

 

• 45,000 options which became purchasable on July 15, 2015, on a four-year period at a price of CHF 0.14548 per share with 25% having vested on July 14, 2016 and a further 25% vesting on each of July 14, 2017, July 14, 2018 and July 14, 2019; upon consummation of the proposed IPO, the 33,750 unvested options were accelerated and vested upon consummation of the IPO; and

 

98,500 options which were granted on July 15, 2016 at a price of CHF 0.14548 per share and will vest over a four-year period with 25% vesting on each of July 14, 2017, July 14, 2018, July 14, 2019 and July 14, 2020. Due to the departure of the employee in the fourth quarter of 2016, the initial grant was considered forfeited as the vesting conditions of the 98,500 options would not be met. Subsequently, an agreement was formalized whereby 50% of the previously forfeited options (49,250 options) would be awarded as a replacement grant with no remaining service condition, which has been accounted for as a new award granted on the date of forfeiture of the original award. The fourth quarter 2016 grant date fair value of the replacement was CHF 674K.

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Other

 

Employment Contracts

The Executive Management of the Company is employed under employment contracts of unlimited duration with a notice period of six months for the Chief Executive Officer, twelve months for the Chief Financial Officer, and three months for the Chief Scientific Officer and the Chief Administrative Officer. Executive members are not contractually entitled to termination payments other than the vested portions of the stock options.

 

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