ANNUAL REPORT 2012 - TiGenix

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Number of options Weighted average exercise price Total Grant date July 6, 2012 March 12, 2010 June 19, 2009 Options issued in March 20, 2008 Febr. 26, 2007 Nov . 03, 2005 April 20, 2005 May 14, 2004 Number of options created 4,000,000 500,000 500,000 400,000 800,000 454,570 45,268 135,802 Weighted average 1.00 2.74 3.98 4.10 5.49 3.50 3.18 3.10 exercise price (EURO) Fair value at grant date 0.17 2.00 3.53 2.56 2.64 1.29 1.15 1.08 (EURO) Expiry date 31/05/22 30/11/19 31/05/19 30/11/17 31/03/17 31/03/14 31/03/14 31/03/14 Balance at 4,72 1,490,895 0 0 168,200 355,500 521,500 295,663 45,268 104,764 January 1, 2010 Granted 2,58 372,000 372,000 0 0 0 0 0 0 Forfeited 4,31 -87,812 -7,000 -13,000 -55,125 -10,687 -2,000 Exercised 3,45 -2,500 0 0 -2,500 0 0 0 0 Balance at 4,29 1,772,583 0 365,000 155,200 297,875 510,813 293,663 45,268 104,764 December 31, 2010 Granted 0 0 0 0 0 0 0 0 Forfeited 3,34 -44,900 -22,250 -11,150 -10,500 -1,000 0 0 0 Balance at 4,31 1,727,683 0 342,750 144,050 287,375 509,813 293,663 45,268 104,764 December 31, 2011 Granted 1,00 3,948,000 3,948,000 0 0 0 0 0 0 0 Forfeited 2,03 -58,000 -26,000 -30,000 -1,125 -875 0 0 0 Balance at December 31, 2012 2,01 5,617,683 3,922,000 312,750 142,925 286,500 509,813 293,663 45,268 104,764 The warrants have been accounted for in accordance with IFRS 2 – Share-based payment. The fair value of each warrant is estimated on the date of grant using the Black Scholes model with the following assumptions : - The historic volatility of the Company (determined at 52.8 % for the 2012 warrant plan and 60 % for the previous plans), which was determined based on past (3 years) volatility of the TiGenix share; - The expected dividends are assumed to be zero in the model; - Weighted average risk-free interests rates based on Belgian Sovereign Strips at the date of grant with a term equal to the expected life of the warrants, ranging between 2.6 % and 4.6 %; - Weighted average share price (determined at EUR 0.46 for the 2012 warrant plan); and - The expected lifetime of the warrants, which on average is about 7 years for the warrants with a maximum duration of 10 years. 144 TiGenix I annual report 2012
TiGenix SAU – Stock options Prior to the business combination, TiGenix SAU (formerly “Cellerix”) had created two Equity Based Incentive Plans (“EBIPs”). The completion of the business combination has triggered certain consequences outlined below which affect both EBIPs. A summary overview of some of the conditions of both EBIPs is given below. Options under the EBIP 2008 were granted to employees, executives and independent members of the board of directors of TiGenix SAU prior to the business combination. Options under the EBIP 2008 were granted to each beneficiary through individual letters. As a result of the business combination, all EBIP 2008 options have vested except for 32,832 options of employees who terminated their employment with TiGenix SAU before the business combination and that were not re-allocated. The exercise prices of the EBIP 2008 are set at EUR 11, EUR 7 and EUR 5.291 depending on the date of grant and beneficiary. TiGenix SAU granted 453,550 options under the EBIP 2008 of which 420,718 are vested. As a result of the business combination, all outstanding TiGenix SAU options were exchanged into TiGenix stock options. Options under the EBIP 2010 were only granted to senior management of TiGenix SAU. The EBIP provides that the normal exercise price of the options is set at EUR 5.291. However, as a result of the business combination the exercise price for all EBIP 2010 options has been reduced to EUR 0.013. TiGenix SAU has granted 221,508 options under the EBIP 2010. As a result of the business combination, all EBIP 2010 options have vested. Beneficiaries must exercise their options before September 30, 2016. Pursuant to the terms of the EBIP 2010 the board of directors of TiGenix SAU has opted to exchange all existing options for new options over existing TiGenix shares. As the options keep the same exchange rate of the Contribution (i.e. 2.96 shares per TiGenix SAU share contributed to TiGenix), each EBIP 2010 option shall give the EBIP 2010 beneficiaries the right to receive 2.96 shares at the time of exercise. As of December 31, 2012, all EBIP 2008 and EBIP 2010 options are vested. 145
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Therapeutics (product Hyalograft C)
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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
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Invalidation of US patent US6777231
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7. Corporate Governance 7.1. GENERA
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7.2.3. Independent directors As to
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7.2.4. Composition of the Board of
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of Ravago NV, Vanbreda Risk & Benef
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Litigation statement concerning the
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As proof of the independence and an
Page 93 and 94: for their healthcare and biotechnol
Page 95 and 96: 7.5. SCIENTIFIC ADVISORY BOARD AND
Page 97 and 98: As of the date of publication of th
Page 99 and 100: (rounded down to the nearest intege
Page 101 and 102: usiness at customary market conditi
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
Page 107 and 108: 11. Consolidated Financial Statemen
Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
Page 113 and 114: 11.5.2.2. Basis of consolidation Th
Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
Page 119 and 120: Deferred tax assets and liabilities
Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
Page 127 and 128: Sales and marketing expenses Years
Page 129 and 130: The number of employees in the R&D
Page 131 and 132: Analysis of profit/(loss) for the p
Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
Page 137 and 138: The decrease of stock in 2012 compa
Page 139 and 140: dividends will be based upon the Co
Page 141 and 142: alance. As a consequence, the Compa
Page 143: (23) Other current liabilities The
Page 147 and 148: (25) Business combination Descripti
Page 149 and 150: (26) Related party transactions Tra
Page 151 and 152: (28) Commitments and contingencies
Page 153 and 154: (30) Consolidation scope Name Subsi
Page 155 and 156: We believe that the audit evidence
Page 157 and 158: assets and liabilities, its financi
Page 159 and 160: the results of its operations and c
Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
Page 165 and 166: 13. Annual Report of the Board of D
Page 167 and 168: 2013. The facility will provide the
Page 169 and 170: year ended December 31, 2011, and T
Page 171 and 172: Operating result (EBIT) and net res
Page 173 and 174: Statement of financial position The
Page 175 and 176: - The total personnel costs of EUR
Page 177 and 178: - TiGenix may fail in successfully
Page 179 and 180: continue as a going concern and to
Page 181 and 182: Functioning of the Board of Directo
Page 183 and 184: The nomination and remuneration com
Page 185 and 186: Apart from the above remuneration f
Page 187 and 188: Shares and warrants held by indepen
Page 189 and 190: - Long-term incentive plan : warran
Page 191 and 192: Shares and warrants held by executi
Page 193 and 194: - identifying and implementing busi
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actual bonus equal to 78 % of her p
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was reduced to a half-time role com
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14. Business and Financial Update a
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Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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