20-F/A

As filed with the Securities and Exchange Commission on May 11, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1

(Mark One)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37965

TiGenix

(Exact name of Registrant as specified in its charter)

Kingdom of Belgium

(Jurisdiction of incorporation or organization)

Romeinse straat 12, box 2
3001 Leuven
Belgium

(Address of principal executive offices)

An Moonen, General Counsel
Tel: +32 01639 7937
Romeinse straat 12, box 2
3001Leuven
Belgium

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each representing 20 ordinary shares with no nominal value per share	The Nasdaq Stock Market LLC
Ordinary Shares, no nominal value per share*	The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the registration of the American Depositary Shares

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding shares of each class of capital stock of TiGenix at December 31, 2017 was:

259,956,369 Ordinary Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filers” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer x Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued
by the International Accounting Standards Board x Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   x Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 20-F of TiGenix amends TiGenix’s Annual Report on Form 20-F for the year ended December 31, 2017 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on April 16, 2018. TiGenix is filing this Amendment No. 1 solely to furnish the Interactive Data File disclosed as Exhibit 101 in accordance with Rule 405 of Regulation S-T, which was not included in the Original 20-F.

Exhibit 101 includes information in eXtensible Business Reporting Language (XBRL).

Except as described above, this Amendment No. 1 does not amend any information set forth in the Original 20-F, and TiGenix has not updated disclosures included therein to reflect any events that occurred subsequent to April 16, 2018.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.

2

ITEM 19. Exhibits

The following is a list of exhibits furnished as part of this Amendment No. 1 to TiGenix’s Annual Report on Form 20-F:

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

* In accordance with Rule 406T(b)(2) of Regulation S-T, this eXtensible Business Reporting Language (XBRL) information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

3

Signatures

The registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form 20-F on its behalf.

TIGENIX

/s/ Eduardo Bravo

Name: Eduardo Bravo

Title: Chief Executive Officer

/s/ Claudia D’Augusta

Name: Claudia D’Augusta

Title: Chief Financial Officer

Madrid, Spain

May 11, 2018

4

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2017 shares
Document and Entity Information [Abstract]
Entity Registrant Name	TiGenix NV
Entity Central Index Key	0001581987
Document Type	20-F/A
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	259,956,369
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY

XML

CONSOLIDATED INCOME STATEMENTS - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenues and other operating income
Royalties		€ 395	€ 537
License revenues	€ 0	25,000
Grants and other operating income	906	1,395	1,703
Total revenues and other operating income	906	26,790	2,240
Research and development expenses	(44,213)	(21,454)	(19,633)
General and administrative expenses	(9,873)	(8,363)	(6,683)
Total operating expenses	(54,086)	(29,817)	(26,316)
Operating Loss	(53,180)	(3,027)	(24,076)
Financial income	218	156	148
Interest on borrowings and other finance costs	(7,067)	(7,288)	(6,651)
Fair value gains		11,593
Fair value losses	(14,623)		(6,654)
Impairment and gains/(losses) on disposal of financial instruments			(161)
Foreign exchange differences, net	(60)	232	1,000
Profit (Loss) before taxes	(74,712)	1,666	(36,394)
Income tax	(114)	2,136	1,325
Profit (Loss) for the year	€ (74,826)	€ 3,802	€ (35,069)
Basic income (loss) per share (euro)	€ (0.28)	€ 0.02	€ (0.21)
Diluted income (loss) per share (euro)	€ (0.28)	€ 0.02	€ (0.21)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Profit (Loss) for the year	€ (74,826)	€ 3,802	€ (35,069)
Items of other comprehensive income that may be reclassified subsequently to the income statement
Currency translation differences		(327)	(1,006)
Other comprehensive Income (Loss)		(327)	(1,006)
Total comprehensive Income (Loss)	(74,826)	3,475	(36,075)
Attributable to equity holders of TiGenix	€ (74,826)	€ 3,475	€ (36,075)

XML

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
ASSETS
Intangible assets	€ 36,160	€ 46,584	€ 48,993
Property, plant and equipment	4,463	1,642	484
Other non-current assets	1,801	3,855	4,764
Non-current assets	42,424	52,081	54,241
Inventories	1,413	244	365
Trade and other receivables	1,299	2,737	3,033
Current tax assets	2,226	1,588	1,147
Other current financial assets	473	1,582	2,403
Cash and cash equivalents	34,063	77,969	17,982
Current assets	39,474	84,120	24,930
TOTAL ASSETS	81,898	136,201	79,171
EQUITY AND LIABILITIES
Share capital	27,429	25,996	17,730
Share premium	177,542	166,630	112,750
Share to be issued	1,396
Accumulated deficit	(189,850)	(116,201)	(120,002)
Other reserves	4,853	3,254	2,667
Equity attributable to equity holders	21,370	79,679	13,145
Total equity	21,370	79,679	13,145
Financial loans and other payables	5,056	29,084	40,084
Deferred tax liability			24
Other non-current liabilities - Contingent consideration		7,311	12,029
Non-current liabilities	5,056	36,395	52,137
Current portion of financial loans	20,354	5,412	4,611
Other financial liabilities	16,341	350	985
Trade and other payables	4,357	5,147	3,349
Other current liabilities	14,420	3,671	4,944
Other current liabilities - Contingent consideration		5,547
Current liabilities	55,472	20,127	13,889
TOTAL EQUITY AND LIABILITIES	€ 81,898	€ 136,201	€ 79,171

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Operating loss	€ (53,180)	€ (3,027)	€ (24,076)
Adjustments for:
Depreciation, amortisation	3,555	3,201	3,272
Share based compensation	2,238	914	149
Impairment of Intangible Assets	18,493		1,121
Grant Income	(589)	(725)	(855)
Deferred revenue	884
Contingent consideration	(7,858)	829
Other	(13)	89	62
Total	(36,470)	1,281	(20,327)
Movements in working capital:
Decrease / (increase) in inventories	(1,169)	120	(263)
Decrease / (increase) in trade and other receivables	2,277	498	(852)
(Decrease) / increase in trade and other payables	(1,201)	1,798	996
Decrease in other financial assets	39
Increase/(decrease) in other current liabilities	4,716	(1,299)	872
Cash (used in)/provided by operations	(31,808)	2,400	(19,574)
Income taxes received	1,556	1,147
Net cash (used in) / provided by operating activities	(30,252)	3,548	(19,574)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment	(3,165)	(1,499)	(33)
Acquisition of intangible assets	(5,824)	(631)	(587)
Proceeds from disposal of property, plant and equipment		32
(Increase)/decrease of other non current assets		1,787	(1,090)
(Increase)/decrease of other current financial assets	1,142	821	(1,570)
Acquisition of subsidiaries, net of cash acquired			(1,154)
Net cash (used in) / provided by investing activities	(7,847)	510	(4,434)
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from issuance of equity instruments of the Company	997	67,862	8,658
Issuance costs equity increase	(268)	(5,716)	(441)
Net proceeds from financial loans	621	948
Repayments of financial loans	(4,525)	(3,833)	(2,729)
Transaction with own shares	394
Repayments of other financial liabilities			(163)
Proceeds from government grants		138	1,532
Proceeds from issuance of convertible notes			25,000
Issuance costs convertible notes			(1,127)
Interests paid	(3,026)	(3,470)	(2,207)
Net cash (used in) provided by financing activities	(5,807)	55,929	28,523
Net increase/(decrease) in cash and cash equivalents	(43,906)	59,987	4,515
Cash and cash equivalents at beginning of the year	77,969	17,982	13,471
Effect of currency translation on cash and cash equivalents			(4)
Cash and cash equivalents at end of year	€ 34,063	€ 77,969	€ 17,982

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - EUR (€) € in Thousands	Share capital	Share premium	Shares to be issued	Accumulated deficits	Equity-settled employee benefits reserve	Translation reserves	Total
Beginning balance at Dec. 31, 2014	€ 16,048	€ 100,118		€ (87,041)	€ 6,744	€ (1,110)	€ 34,757
Beginning balance (in shares) at Dec. 31, 2014	160,476,620						160,476,620
Profit (Loss) for the year				(35,069)			€ (35,069)
Other comprehensive loss						(1,006)	(1,006)
Total comprehensive Income (Loss)				(35,069)		(1,006)	(36,075)
Issuance of shares	€ 1,682	13,073					14,755
Issuance of shares (in shares)	16,827,967
Transaction costs		(441)					(441)
Share-based compensation				2,108	(1,959)		149
Other					(1)	1
Ending balance at Dec. 31, 2015	€ 17,730	112,750		(120,002)	4,784	(2,117)	€ 13,145
Ending balance (in shares) at Dec. 31, 2015	177,304,587						177,304,587
Profit (Loss) for the year				3,801			€ 3,802
Other comprehensive loss						(327)	(327)
Total comprehensive Income (Loss)				3,801		(327)	3,475
Issuance of shares	€ 8,265	€ 59,596					67,861
Issuance of shares (in shares)	82,651,778	82,651,778
Transaction costs		€ (5,716)					(5,716)
Share-based compensation					914		914
Ending balance at Dec. 31, 2016	€ 25,996	166,630		(116,201)	5,698	(2,444)	€ 79,679
Ending balance (in shares) at Dec. 31, 2016	259,956,365						259,956,365
Profit (Loss) for the year				(74,826)			€ (74,826)
Total comprehensive Income (Loss)				(74,826)			(74,826)
Issuance of shares	€ 1,433	€ 11,180					12,613
Issuance of shares (in shares)	14,330,825	14,330,825
Transaction costs		€ (268)					(268)
Transaction with own shares				1,177			1,177
Share-based compensation					1,599		1,599
Shares pending to be issued			€ 1,396				1,396
Ending balance at Dec. 31, 2017	€ 27,429	€ 177,542	€ 1,396	€ (189,850)	€ 7,297	€ (2,444)	€ 21,370
Ending balance (in shares) at Dec. 31, 2017	274,287,190						274,287,190

XML

General information

12 Months Ended

Dec. 31, 2017

General information

General information

1. General information

TiGenix NV, the parent company, (hereafter “TiGenix”, the “Company”, the “Group”, “we” or “us”) is a limited liability company incorporated and domiciled in Belgium. The registered office is located at Romeinse straat 12, bus 2, 3001 Leuven, Belgium. These consolidated financial statements of the Company with respect to the financial years ended December 31, 2015, December 31, 2016 and December 31, 2017 comprise the financial statements of TiGenix NV (Belgium legal entity) and its subsidiaries TiGenix SAU. (Spanish legal entity), Coretherapix, SLU (Spanish legal entity), TiGenix Inc. (United States legal entity) and TiGenix US, Inc. (United States legal entity).

TiGenix is a leading European cell therapy company with an advanced clinical stage pipeline of adult stem cell programs. The stem cell programs are based on proprietary validated platforms of allogeneic expanded stem cells targeting autoimmune, inflammatory and heart diseases. Built on solid pre-clinical and CMC packages, they are being developed in close consultation with the European Medicines Agency.

As a result of this activity, the Group has developed different products which are in different stages of approval and/or potential sale.

TiGenix’s most advanced product is Cx601 which received positive Committee for Medicinal Products for Human Use (“CHMP”) opinion in Europe on December 14, 2017, based on the data from a European Phase III clinical trial (ADMIRE-CD), which was completed in August 2015. Cx601 has been developed to treat complex perianal fistulas in patients with Crohn’s disease.

TiGenix US Inc. is fully participated by TiGenix SAU and was incorporated in May 2017 in the state of Delaware, with the strategic goal of filing and commercializing TiGenix’s lead product, Cx601, for the treatment of complex perianal fistulas in Crohn’s disease patients in the United States.

On July 4, 2016, TiGenix entered into a licensing agreement with Takeda, a public limited liability pharmaceutical company incorporated under the laws of Japan (“Takeda”) leader in gastroenterology, whereby Takeda acquired an exclusive right to commercialize Cx601 for complex perianal fistulas in Crohn’s patients outside of the U.S.

On January 5, 2018 Takeda, announced its intention to launch a potential voluntary and conditional public tender offer to purchase up to 100% of the issued and outstanding shares of the Company. (See note 27)

Another developed product is Cx611 which has successfully concluded a Phase IIa trial in rheumatoid arthritis, and is now in development for a Phase Ib/IIa study in severe sepsis secondary to severe community-acquired pneumonia.

Effective as of July 31, 2015, TiGenix acquired Coretherapix, SLU (“Coretherapix”), whose lead cellular product, AlloCSC-01, is currently in a Phase II clinical trial in acute myocardial infarction (AMI). With Cx601 now having received a positive regulatory opinion in Europe, TiGenix reviewed its pipeline priorities beyond the continued commitment to the development of Cx601 for the US market and Cx611 for sepsis. The Company is of the opinion that Cx601 has great potential in other indications and that it will deliver greater shareholder value by directing its resources to targeted trials in those areas. Given the focus on Cx601 and the allogeneic adipose-derived stem cell technology, TiGenix will not dedicate investing efforts to R&D of its allogeneic cardiac stem cell technology.

ChondroCelect®, for cartilage repair in the knee, was the first cell-based product approved in Europe. Due to the regulatory environment TiGenix withdrew the marketing authorization for ChondroCelect on July 2016 and came to an agreement with Sobi, Finnish Red Cross and Pharmacell for the early termination of their existing commercial relationships.

The consolidated financial statements of the Group for the years ended December 31, 2017, 2016 and 2015 were approved and authorised for issue on April 11, 2018 in accordance with a resolution of the Company’s board of directors (“BoD”) on April 11, 2018.

XML

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2017

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

Basis of preparation

The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented, unless otherwise stated.

These consolidated financial statements do not include any information or disclosures that, not requiring presentation due to their qualitative significance, have been determined as immaterial or of no relevance pursuant to the concepts of materiality or relevance defined in the IFRS conceptual framework, insofar as the Group’s consolidated financial statements, taken as a whole, are concerned. All amounts are presented in thousands of euros, unless otherwise indicated, rounded to the nearest 1,000 euro.

The financial statements have been prepared on the basis of the historical cost method. Any exceptions to the historical cost method are disclosed in the valuation rules described hereafter.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Group’s management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

Liquidity

The Group is subject to a number of risks similar to those of other pre-commercial stage companies, including uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, dependence on price reimbursement decisions from national authorities or insurance providers, dependence on third party manufacturers, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Group’s development programs. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Group’s cost structure.

The Group has experienced net losses and significant cash outflows from cash used in operating activities since its inception except for year 2016, and as at December 31, 2017 had an accumulated deficit of 189.8 million euros (2016: 116.2 million euros; 2015: 120.0 million euros), a loss for the year of 74.8 million euros (2016: income of 3.8 million euros; 2015: loss of 35.1 million euros) and net cash used in operating activities of 30.3 million euros (2016: net cash provided: 3.5 million euros; 2015: net cash used in: 19.6 million euros).

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. This basis of accounting contemplates the recovery of the Group’s assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2017, we had cash and cash equivalents of 34.1 million euros. In addition, after receiving marketing authorization from the European Commission for Cx061 on March 23, 2018, TiGenix expects to receive 15 million euros from Takeda as a milestone payment under its licensing agreement with Takeda during the second quarter of 2018. Our board of directors is of the opinion that this cash position is sufficient to continue operating through the next 12 months, but we will require significant additional cash resources to launch new development phases of existing projects in our pipeline.

In order to be able to launch such new development phases, we intend to obtain on a timely basis either additional non-dilutive funding, such as from establishing commercial relationships, dilutive funding or both. On the last quarter of the 2017, we started negotiations with the European Investment Bank in order to obtain a 25 million euros loan from its program “InnovFin” (loans to innovative business with fewer than 3,000 employees to support the growth and investments in research and innovation).

A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Group’s cost structure.

On January 19, 2018, the Company issued 20,037,848 new shares resulting from the conversion of 18 million of senior unsecured convertible bonds of TiGenix NV due on March 6, 2018.

On November 6, 2017, TiGenix announced the partial conversion of its senior, unsecured convertible bonds. Through this converstion, the total convertible debt was reduced from EUR 25 million to EUR 18 million. (See note 18 for further information on our convertible bonds).

The Group will continue to consider additional business opportunities to allow us to develop our pipeline and generate additional revenues. We expect to use any capital obtained from such fund raisings or other arrangements to further develop our product candidates.

The future viability of the Group is dependent on its ability to generate cash from operating activities, to raise additional capital to finance its operations or to successfully obtain regulatory approval to allow marketing of the Group’s products. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

The consolidated financial statements do not include any adjustments due to this uncertainty relating to the recoverability and classification of recorded asset amounts and classification of liabilities.

New and amended standards and interpretations

The Group applied for the first time certain amendments to the standards, which are effective for annual periods beginning on or after January 1, 2017. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

The nature and the impact of each amendment is described below:

Amendments to IAS 7 Statement of Cash Flows: Disclosure Initiative

The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Group has provided the information for both the current and the comparative period in note 5. (See the reconciliation of the net cash flow to the movement in net debt in note 18)

Amendments to IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of deductible temporary difference related to unrealized losses. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Their application has no effect on the Group’s financial position and performance as the Group has no deductible temporary differences or assets that are in the scope of the amendments.

Standards issued but not yet effective

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

Standard	Brief explanation of the requirement
Amendments to IFRS 2 - Classification and measurement of share-based payment transactions	The amendment affects the classification and quantification of share-based payments in three areas:  Accounting for cash-settled share-based payment transactions that include a performance condition,  The classification of share-based payments settled net of tax withholdings, and  Accounting in case of modification of share-based payment transactions from cash-settled to equity-settled.
Interpretation IFRIC 22, Foreign Currency Transactions and Advance Consideration	This interpretation deals with the accounting record of advance consideration provided in a currency other than the functional currency for the purchase of goods and how the differences in exchange for such advance compensation should be recognised.
Improvements to IFRS, 2015-2017 cycle	It includes changes to IAS 12 (Income Taxes), IAS 23 (Borrowing Costs) and IAS 28 (Investments in Associates and Joint Ventures).
Interpretation IFRIC 23, Uncertainty over Income Tax Treatments	This Interpretation clarifies how to apply the recognition and measurement requirements of IAS 12 when there is uncertainty over income tax treatments.

Based on the analyses carried out to date, the Group initially has concluded that the application of these standards and amendments will not have a significant impact on the consolidated financial statements in the initial period of application. However, for the most relevant standards (IFRS 9, 15 and 16) the Group has carried out the analyses shown below:

· IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments that replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Except for hedge accounting, retrospective application is required but providing comparative information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.

The Group plans to adopt the new standard on the required effective date and will not restate comparative information. During 2017, the Group has performed a detailed impact assessment of all three aspects of IFRS 9.

This assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group in 2018 when the Group will adopt IFRS 9. Overall, the Group expects no significant impact on its statement of financial position and equity.

(a) Classification and measurement

The Group does not expect a significant impact on its balance sheet or equity on applying the classification and measurement requirements of IFRS 9.

Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. The Group analysed the contractual cash flow characteristics of those instruments and concluded that they meet the criteria for amortised cost measurement under IFRS 9. Therefore, reclassification for these instruments is not required.

(b) Impairment

IFRS 9 requires the Group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Group will apply the simplified approach and record lifetime expected losses on all trade receivables. The Group does not expect any impact on applying the new estimation considering the characteristics of its receivables.

· IFRS 15 Revenue from Contracts with Customers

IFRS 15 was issued in May 2014 and establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard will supersede all current revenue recognition requirements under IFRS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 January 2018. Early adoption is permitted. The Group plans to adopt the new standard on the required effective date using the modified retrospective method. During 2016, the Group performed a preliminary assessment of IFRS 15, which was continued with a more detailed analysis completed in 2017.

The Group is in the business of the development of cell therapy programs with an advanced clinical stage pipeline of adult stem cell programs. The stem cell programs are based on proprietary validated platforms of allogeneic expanded stem cells targeting autoimmune, inflammatory and heart diseases. Built on solid pre-clinical and CMC packages, they are being developed in close consultation with the European Medicines Agency.

As a consequence of this activity, the Group licenses its intellectual property. The license is a right of use license. Below is a summary of the Company’s preliminary assessment of IFRS 15 and the potential impact(s) to the Company’s financial statements upon implementation:

(a)Licenses sales

In the license of its intellectual property, TiGenix identifes and separates the different performance obligations embedded in the contract.

As of December 31, 2017, the Company has one licensing agreement. The license is a right of use license. This licensing agreement, in addition to the right of use of the license, includes some other performance obligations which has not been satisfied at December 31, 2017 because they are dependent on the approval of the use of the license in the European Union.

The performance obligations identified in the agreement are the following:

· License of the product which permits to sell the product using the “TiGenix” trademark in the relevant territory. The Company is transferring the ownership (risks and rewards) of the license and Takeda can benefit from that license by itself from the signature date.

· Obtaining the marketing authorization for Cx601.

· Transfer of knowledge.

· Manufacturing of the product during a certain period of time.

(b) Variable consideration

The Group recognises revenue from the sale of goods measured at the fair value of the consideration received or receivable. If revenue cannot be reliably measured, the Group defers revenue recognition until the uncertainty is resolved. Such provisions give rise to variable consideration under IFRS 15, and will be required to be estimated at contract inception and updated thereafter. However, IFRS 15 requires the estimated variable consideration to be constrained to prevent over-recognition of revenue.

The right of use license discussed above involves a future potential milestone payment to be collected when marketing authorization occurs. Under IAS 18, the Group did not recognize as revenue these milestone payments, as the collection was not guaranteed. Under the new standard, future contingent consideration is treated as variable. This variable consideration, under the new standard, needs to be estimated although only to the extent that it is highly probable that a significant reversal will not occur. Considering the amount of the milestone that was conditioned upon obtaining marketing approval and considering that collection depends on facts and circumstances that are out the entity’s control, these milestone payments should not be recognized as revenue until the marketing authorization occurs (the relevant marketing authorization was obtained on March 23, 2018). At this point it is highly probable that a significant reversal will not occur.

In the contract, there are some other rights of future revenue in the form of royalties on future sales. A sales-based royalty is recognized at the later of the subsequent sales or the performance obligation to which the royalties relate has been satisfied, which does not differ from current accounting treatment.

(c) Presentation and disclosure requirements

The presentation and disclosure requirements under IFRS 15 are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in the Group’s financial statements.

Many of the disclosure requirements in IFRS 15 are new and the Group has assessed that the impact of some of these disclosures requirements will be significant. In particular, the Group expects that the notes to the financial statements will be expanded because of the disclosure of significant judgements made: when determining the transaction price of those contracts that include variable consideration, how the transaction price has been allocated to the performance obligations, and the assumptions made to estimate the stand-alone selling prices of each performance obligation. In addition, as required by IFRS 15, the Group will disaggregate revenue recognised from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

· IFRS 16 Leases

IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees — leases of ‘low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less).

At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.

IFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard’s transition provisions permit certain reliefs.

IFRS 16 ‘Leases’ was issued in January 2016 and will be implemented by the Group from 1 January 2019. The Standard will replace IAS 17 ‘Leases’ and will require lease liabilities and ‘right of use’ assets to be recognised on the balance sheet for almost all leases. This is expected to result in a significant increase in both assets and liabilities recognised. The costs of operating leases currently included within operating costs will be split and the financing element of the charge will be reported within finance expense. Finance lease obligations at December 31, 2017 are set out in Note 26.

The Group is still assessing the potential impact of IFRS 16.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company:

· has power over the investee;

· is exposed, or has rights, to variable returns from its involvement with the investee; and

· has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Changes in Accounting estimates and judgements

Prior to 2017, it was intended for TiGenix Inc to carry out the business activities related to Cx601 in the United States. As such, management concluded that the entity would be able to settle the intercompany loan in the foreseeable future. However, after a detailed analysis of the market and the strategy, management and the BoD decided to create a new US entity (TiGenix US, Inc.) for these activities and not use the historical entity TiGenix Inc. Therefore, management concluded that the intercompany loan would not be repaid.

Prior to 2017, the exchange differences associated with this loan were recognized in the consolidated income statement, as it was expected for the loan to be repaid.

However, during 2017 it was determined that the loan will not be repaid/settled. Therefore, the foreign exchange and conversion differences are now recognized in other comprehensive income.

The foreign exchange differences associated to this loan recognized during the year ended December 31, 2017, amounting to Euros 1,331 thousand have been recorded in other comprehensive income.

Foreign currency translation

In preparing the financial statements of each group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise.

IAS 21.15 states that an entity may have a monetary item that is receivable from or payable to a foreign operation. An item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity’s net investment in that foreign operation. Such monetary items may include long-term receivables or loans. Financial statements that include the foreign operation and the reporting entity, such exchange differences shall be recognized initially in other comprehensive income instead of profit or loss in financial results.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (translation reserves).

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation), or a disposal involving loss of control over a subsidiary that includes a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

Segment information

The Group’s activities are carried out through one segment: biopharmaceuticals. The Group is managed and operated as one business unit, which is reflected in the organizational structure and internal reporting. No separate line of business or separate business entity has been identified with respect to any of the product candidates or geographical markets. Accordingly, it has been concluded that it is not relevant to include segment disclosures as the group business activities are not organized on the basis of differences in related product.

The CEO has been identified as the Chief Operating Decision Maker, since he reviews the operating results and operating plans and makes resource allocation decisions on a company-wide basis.

Geographical information is further disclosed in note 25.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred, except for costs to issue debt or equity securities, which are recognized in accordance with IAS 32 and IAS 39.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except for deferred tax assets and liabilities arising from the assets acquired and liabilities assumed (which are recognized and measured in accordance with IAS 12), assets and liabilities relating to employee benefit arrangements (which are recognized and measured in accordance with IAS 19), liabilities or equity-instruments related to the replacement of the acquiree’s share-based payment arrangements (which are recognized and measured in accordance with IFRS 2) and assets that are classified as held for sale (which are recognized and measured in accordance with IFRS 5).

Goodwill is measured as the excess of the sum of the consideration transferred (including the fair value of the contingent consideration), the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Any contingent consideration included in the consideration payable for a business combination is recorded at fair value at the date of acquisition. These fair values are generally based on risk-adjusted future cash flows discounted using appropriate interest rates. The fair values are reviewed on a regular basis, at least annually, and any changes are reflected in the income statement.

At year-end 2015, the change in the fair value of the contingent consideration was solely driven by the time value of money and therefore presented in Fair value changes recognized in profit or loss (Financial expenses).

At year-end 2017 and 2016, management reassessed the fair value of the contingent consideration, including the changes in assumptions regarding the future inflows/(outflows) and the unwind of the discount to reflect the time value of money, and therefore presented in Fair value changes recognized in profit or loss (Operating expenses). The 2015 fair value change presentation was not revised as management deemed the revision immaterial for 2015.

Revenue and other income recognition

Revenue from sale of products is recognized when:

· the ownership of the products is transferred to the buyer;

· the amount of revenue can be measured reliably;

· it is probable that the economic benefits associated with the transaction will flow to the entity; and

· the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from the royalties related to the sale of the ChondroCelect were recognized when implantation occurred. Provisions for rebates, product returns and discounts to customers were provided for as reductions to revenue in the same period as the related royalties were recorded.

Revenue recognition in respect of license arrangements

The Company recognizes revenue from licensing arrangements which may include multiple elements. Revenue arrangements with multiple elements are reviewed in order to determine whether the multiple elements can be divided into separate units of accounting, if certain criteria are met. If separable, the consideration receivable is allocated amongst the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. If not separable, the applicable revenue recognition criteria are applied to combined elements as a single unit of accounting.

The Company may enter into licensing and collaboration agreements for supply and distribution for its product. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from licensing arrangements. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. License fees are recognized as revenue when persuasive evidence of an arrangement exists, the Company has transferred to the licensee the risks and rewards of the product, the Company retains neither continuing managerial involvement nor effective control over the product sold, the fee is fixed or determinable, delivery or performance has substantially completed and collection is reasonably assured. The delivery of a license is to be deemed substantially completed when the licensee can use, license, exploit, develop and obtain a profit from it without further licensor’s involvement.

The Company analyses and separates the different performance obligations and how they will be remunerated. If substantive contractual obligations are satisfied over time or over the life of the contract, revenue will be recognized over their performance. Milestone payments are immediately recognized as revenue when the condition is met, when performance obligations related to that milestone are fulfilled and if the milestone is not a condition to future deliverables and collectability is reasonably assured. Otherwise, they are recognized over the remaining term of the agreement or the performance period.

Government grants and government loans

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

· Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue in the consolidated statement of financial position and transferred to profit or loss (under “other operating income”) on a systematic and rational basis over the useful lives of the related assets.

· Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss (under “grants and other operating income”) in the period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, (measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates). Only when there is sufficient assurance that the Group will comply with the conditions attached to it, the grants will be recognized in profit or loss (under “other operating income”). Determination of the appropriate amount of grant income to recognize involves judgments and estimates that the Company believes are reasonable, but it is possible that actual results may differ from the Company’s estimates. When the Company receives the final written reports, identifying satisfaction of the requirements of the grantor, to the extent not received within a reasonable time frame following the end of the period, the Company records any differences between estimated grant income and actual grant income in the next reporting period once the Company determines the final amounts. During the period that these benefits cannot be considered as grants due to the insufficient assurance that all the conditions have been met, these grants will be included in the liabilities as financial loans and other payables.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically made up of salaries and benefits, clinical and preclinical activities, drug development and manufacturing costs, and third-party service fees, including for clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials, are recognized at every reporting period in the income statement based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expenses.

As an exception to this accounting treatment the Company capitalized development costs for Chrondrocelect during 2010 and 2011. (See note 11)

Intangible assets

Acquisition of intangibles

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development is recognized to the extent that all of the factors for capitalization have been satisfied as specified in IAS 38:

· The technical feasibility of completing the intangible asset so that it will be available for use or sale.

· The intention to complete the intangible asset and use or sell it.

· The ability to use or sell the intangible asset.

· How the intangible asset will generate probable future economic benefits.

· The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

· The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the various expenses needed to generate the related intangible assets. Amortization starts from the date when the intangible asset first meets the recognition criteria listed above. These intangible assets are amortized on a straight-line basis over their estimated useful life (ten years). Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. As of December 31, 2017 the amounts capitalized we associated with the registration of the Company’s patents.

Intangible assets acquired through a business combination

Intangible assets, including in-process research and development projects, acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets (except for in-process research and development projects) acquired in a business combination are reported at cost less accumulated amortization and impairment losses. Such intangible assets are amortized over their useful economic lives, which will depend on their related patent life (up to fifteen years). Goodwill arising from business combinations is not amortized but reviewed annually for impairment.

Subsequent to initial recognition, in-process research and development projects acquired in a business combination are reported at cost and are subject to annual impairment tests until the date the projects are available for use, at this moment the in-process research and development projects will be amortized over their remaining useful economic lives, which will depend on their related remaining patent life.

Patents, licenses and other similar intangible assets acquired separately

Costs related to the registration of internally-generated intangible assets (patents) are recognized as intangible assets.

Licences, patents, or rights separately acquired are amortised over their estimated useful lives, generally not exceeding 20 years, using the straight-line basis, from the time they are available for use. The estimated useful lives for determining the amortisation charge take into account patent lives, where applicable, as well as the value obtained from periods of non-exclusivity. Asset lives are reviewed, and where appropriate adjusted, annually.

Computer software

Software licenses and software development costs are measured at purchase cost and are amortized on a straight-line basis over the economic useful life (three years). They are acquired from external providers.

Impairment of tangible and indefinite-lived intangible assets

At each balance sheet date and at each interim reporting date, the Group analyses whether there is any indication that any of its assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and also whenever there is an indication that the asset might be impaired. The recoverable amount is the higher of fair value less costs to sell and value in use. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset or cash generating unit is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is immediately recognized as an expense. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss is recognized as income. (See note 11) Goodwill is stated at cost less impairments. Goodwill is deemed to have an indefinite useful life and is tested for impairment at least annually.

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables.’ The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, receivables from reverse repurchase agreements, bank balances and cash) are measured at amortized cost using the effective interest method, less any impairment. For the purposes of the cash flow statements, cash and cash equivalents comprise cash on hand and deposits held on call with banks. In the balance sheet, bank overdrafts, if any, are included in other current financial liabilities.

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Objective evidence of impairment could include:

· significant financial difficulty of the issuer or counterparty; or

· breach of contract, such as a default or delinquency in interest or principal payments; or

· it becoming probable that the borrower will enter bankruptcy or financial re-organization; or

· the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

Inventories

Raw materials, consumables and goods purchased for resale are valued at the lower of their cost determined according to the FIFO-method (first-in-first-out) or their net realizable value.

The cost of finished goods comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to the present location and condition.

Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable result differs from “profit/(loss) before tax” as reported in the consolidated income statement because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. In 2016, TiGenix SAU applied the patent box legislation in relation to revenues obtained through the license deal with Takeda. Under this regime, qualified incomes are exempt from income taxes.

Deferred taxes are recognized using the “balance sheet liability method” for temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets and liabilities are measured based on the expected manner of realization or settlement of assets and liabilities, using tax rates that have been enacted or substantively enacted at the balance sheet date.

A Spanish tax law allows that eligible companies could claim certain research and development investment tax credits instead of deducting them from their taxable base and carrying them forward until the expiration date. The same law provides that the applicant must obtain an audit report from an independent third party certifying that R&D activities were performed and were reported as eligible for this purpose and certifying to the accuracy of the cost incurred and reported as elegible for this purpose. The Company recognizes this income at the time in which it receives these reports in connection with this activity.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Group’s accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives with a negative fair value (see “Financial assets” for derivatives with a positive fair value) and financial liabilities designated at fair value through profit or loss.

They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated income statement. Other than these derivative financial instruments, the Group does not have any liabilities held for trading nor has it designated any financial liabilities as being at fair value through profit or loss. The Group currently has no non-derivative financial liabilities that are accounted for at fair value through profit or loss.

On March 6, 2015 the Company issued senior, unsecured convertible bonds.

As a result of the possible modifications that may result from the application of the conversion features, the undetermined conversion price at launch (and thus the undetermined value of the ordinary note at launch) fails to meet the fixed-for-fixed requirement for the recognition of the conversion features as equity and thus the convertible bonds are recorded as a liability. At the issuance date it was not possible to determine a fixed number of ordinary shares of TiGenix in case the bondholders convert their bonds into shares. This is due to the fact that the conversion price is not fixed. Consequently, the embedded derivative cannot be considered as equity. Therefore, the bonds meet the definition of a hybrid instrument under IAS 39, so the bonds are accounted for as two instruments, the host contract (the “Ordinary Note”) and an embedded derivative (the “Warrant”).

The Ordinary Note is measured at amortized cost in accordance with IAS 39 using its effective interest rate and the Warrant is considered as a financial derivative liability measured at fair value with changes in fair value recognized immediately in profit or loss. (See note 3 Derivative financial instruments)

The Group issued in 2014 warrants related to one of the Group loans which meet the definition of a derivative financial liability. These warrants were issued in connection with the loan facility agreement with Kreos Capital IV (UK), and contain an option for the holders to put the warrants back to the Company for cash. The warrants are options over the shares of the Company, but are derivatives that must be measured at fair value through profit or loss, and not own equity instruments of the Company, because of the cash settlement alternative. The Group determined the initial fair value of the warrants using a Black-Scholes valuation model. A portion of the issue amount of the loan corresponding to this initial fair value of the warrants was allocated to the warrants and the remaining balance of the proceeds received were allocated to the loan, which is then measured at amortized cost. The effective interest rate method was applied to determine the effective interest rate on the loan on the basis of the initial carrying amount and the contractual cash flows of the loan (interest payments and repayment of principal). This effective interest rate is 20% compared to the contractual interest rate of 12.5%. The effective interest rate is used to accrue interest in the loan, and to amortize the difference between the initial carrying amounts of the loan to its repayment amount.

Other financial liabilities

Financial liabilities measured at amortized cost, including borrowings and ordinary notes, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

The Group’s financial liabilities measured at amortized cost comprise financial loans, other current financial liabilities and trade payables.

Share capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares are presented in equity as a deduction, net of tax, from the proceeds.

Share-based payments

The Group has offered equity-settled share-based payments to employees, directors and business associates. These share-based payments are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

The estimate of the number of compensation plans which will be vested is revised at each reporting date. The change in estimates will be recorded as expense with a corresponding correction in equity. If a modification of a share-based payment transaction occurs and this modification increases the fair value of the equity instruments granted, measured immediately before and after the modification, the incremental fair value granted shall be included in the measurement of the amount recognized for services received as consideration for the equity instruments granted. The incremental fair value granted is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as at the date of the modification. If the modification occurs during the vesting period, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from the modification date until the date when the modified equity instruments vest, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period. If the modification occurs after vesting date, the incremental fair value granted is recognized immediately, or over the vesting period if the employee is required to complete an additional period of service before becoming unconditionally entitled to those modified equity instruments.

If the terms or conditions of the equity instruments granted are modified in a manner that reduces the total fair value of the share-based payment arrangement, or is not otherwise beneficial to the employee, the services received shall continue to be accounted for as consideration for the equity instruments granted as if that modification had not occurred.

XML

Critical accounting judgments and key sources of estimation uncertainty

12 Months Ended

Dec. 31, 2017

Critical accounting judgments and key sources of estimation uncertainty

Critical accounting judgments and key sources of estimation uncertainty

3. Critical accounting judgments and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to use certain critical accounting estimates, assumptions and judgment about the carrying amounts of certain assets and liabilities. The areas involving a high degree of judgment or complexity or areas where assumptions and estimates are significant to the consolidated financial statements are the following:

Going concern

The Group has experienced net losses and significant cash used in operating activities since our inception in 2000 except for year 2016. As of December 31, 2017, the Group had an accumulated deficit of 189.8 million euros, a loss for the year of 74.8 million euros and net cash used in operating activities of 30.3 million euros. As of December 31, 2016, the Group had an accumulated deficit of 116.2 million euros, a profit for the year of 3.8 million euros and net cash provided by operating activities of 3.5 million euros. Management expects the Group to continue to incure net losses and have significant cash outflows for at least the next twelve months. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Group will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure.

As of December 31, 2017, we had cash and cash equivalents of 34.1 million euros. In addition, after receiving marketing authorization from the European Commission for Cx061 on March 23, 2018, TiGenix expects to receive 15 million euros from Takeda as a milestone payment under its licensing agreement with Takeda during the second quarter of 2018. Our board of directors is of the opinion that this cash position is sufficient to continue operating through the next 12 months, but we will require significant additional cash resources to launch new development phases of existing projects in our pipeline.

In order to be able to launch such new development phases, we intend to obtain on a timely basis either additional non-dilutive funding, such as from establishing commercial relationships, dilutive funding or both. On the last quarter of the 2017 we started negotiations with the European Investment Bank in order to obtain a 25 million euros loan from its program “InnovFin” (loans to innovative business with fewer than 3,000 employees to support the growth and investments in research and innovation)

In addition, a successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure.

For more information related to the expected cash flows see Note 2. section, Liquidity.

Business combinations and goodwill

The Group accounts for business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the fair value of consideration given over the fair values of the identifiable assets and liabilities acquired is recorded as goodwill. The determination of estimated fair values of acquired intangible assets and contingent considerations, as well as the useful economic life ascribed to finite lived intangible assets, requires the use of significant judgment. The use of different estimates and assumptions to those used by the Group could result in a materially different valuation of acquired intangible assets, which could have a material effect on the Group’s results of operations.

Several methods may be used to determine the estimated fair value of intangible assets acquired in a business combination, all of which require multiple assumptions.

The Group used the relief from royalty method, which is a variant of the income valuation approach to determine the fair value of the intangibles related to the acquisition of TiGenix SAU. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset.

The fair value of assets related to the acquisition of Coretherapix was determined taking into account the sum of the survival probability discounted present values of Coretherapix’s projected cash flows in each year of its key product’s development and commercialization life. See note 4.

The fair value of the contingent consideration related to the acquisition of Coretherapix at the date of acquisition was computed as the sum of the probability weighted values of the fair values of the purchase prices associated with each of the potential product development routes. The fair value of each route is in turn computed as the sum of the survival probability discounted present values of the contingent payments in each such route including the Milestone and Commercialisation Payments.

The nine routes considered in the development process of Coretherapix are the result of combining multiple variables. The structure of these routes and the probability assigned to each route are reassesed by management at every reporting period and every time the development process reaches a milestone.

Any contingent consideration included in the consideration payable for a business combination is recorded at fair value at the date of acquisition. The fair values are reviewed on a regular basis, at each reporting date, and any changes are reflected in the income statement.

Acquisition costs incurred are expensed and included in general and administrative expenses.

Impairment of assets

We review the carrying value of intangible assets with indefinitive lives for potential impairment on a periodic basis (annually) and also whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We review the carrying value of tangible assets and intangible assets with definitive lives for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We determine impairment by comparing the recoverable amount to its carrying value. If impairment is identified, a loss is recorded equal to the excess of the asset’s carrying amount over its recoverable amount.

In the context of the business combination with TiGenix SAU in 2011, development costs related to product Cx601 were capitalized in an amount of 1.7 million euros. These costs were not amortized at December 31, 2015 because the product was not yet available for use and was, therefore, subject to an annual test for impairment. In July 2016, the product Cx601 (1.7 million euros) was considered as available for use and consequently subject to amortization. As a result of that, we reclassified it from development to intellectual property. The estimated useful economic life was determined to be 10 years, which was the remaining period for the patents related to it.

On July 31, 2015 the Group acquired 100% of the issued share capital of Coretherapix. The most significant part of the purchase price was allocated to in-process research and development (17.4 million euros) as well as certain other intangible assets (277 thousand euros). The difference between the fair values of the assets acquired and liabilities assumed and the purchase price comprised the value of expected synergies arising from the acquisition and was recorded as goodwill (717 thousand euros).

As explained in note 4, at December 31, 2017 the Company fully impaired the assets related to the Coretherapix acqusition and derecognized the contingent consideration associated with the business combination.

For impaired assets, we recognize a loss equal to the difference between the carrying value of the asset and its recoverable amount. The recoverable amount, being the higher of the fair value less costs of disposal and value in use, is based on discounted future cash flows of the asset using a discounted rate commensurate with the risk. Estimates of future cash flows, based on what we believe to be reasonable and supportable assumptions and projections, require management’s judgment. Actual results could vary from these estimates. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The results of the impairment tests conducted during 2017 are described in note 11.

Deferred taxes

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Tax losses carried forward and other tax credits relate to the parent and subsidiaries that all have a history of losses and do not expire, except for other tax credits of 25.8 million euros related to TiGenix SAU, TiGenix NV and Coretherapix (see note 21). Both, the tax losses carried forward and the tax credits, may not be used to offset taxable income elsewhere in the Group.

With respect to the net operating losses of the Group, no deferred tax assets have been recognized, given that there is uncertainty as to the extent to which these tax losses will be used in future years.

Derivative financial instruments

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately.

Pursuant to the terms and conditions of the loan facility agreement that we entered into with Kreos, on April 22, 2014, an extraordinary meeting of our shareholders issued and granted 1,994,302 new cash settled warrants, including a put option to Kreos Capital IV (Export Fund). These warrants have been designated at fair value through profit or loss. The Company recognizes the warrants, including the put option, as one instrument, because the Company believes that the put option is unconditionally linked to the warrant. Because the issued warrants can be settled in cash, the instrument is considered as a financial derivative liability measured at fair value with changes in fair value recognized immediately in profit or loss.

In May 2015, Kreos Capital exercised the above mentioned put option and executed one third of the warrants (EUR 163,333). As from January 2016, the remaining two thirds of the warrants put option have lapsed due to the increase in the price of the share which makes this amount no longer exercisable by Kreos Capital.

In December 2017, Kreos Capital converted its remaining warrants into TiGenix shares at 0.75€ per warrant.

The measurement of the warrant at fair value is based on the Black-Scholes option pricing model taking into account the following variables:

· The share price.

· The strike price.

· The volatility of the share has been determined based on historical stock prices of our shares.

· The dividend yield, which has been estimated as zero, as we have never paid a dividend due to the past experience of losses.

· The duration, which has been estimated as the difference between the valuation date of the warrant plans and final exercise date.

· The risk-free interest rate, which has been calculated based on the discount curve composed based on liquid euro deposit rates (for periods shorter than one year) and futures (typically for maturities between one and six years).

The Company uses judgment in evaluating the risk-free interest rate, dividend yield, duration and volatility related to our cash-settled warrant plan on a prospective basis and incorporating these factors into the Black-Scholes option pricing model.

Pursuant to the terms and conditions of the convertible bonds issued on March 6, 2015, the warrant will be reflected at any reporting period at its fair value. Measurement of the fair value will be determined using methodologies such as Black-Scholes, binominal lattices or Monte Carlo simulations. In this particular case, the conversion features are complex and render Black-Scholes and binominal trees inapplicable. The measurement of the warrant at fair value is based on a Monte Carlo valuation model.

The Resetting and the Early Redemption clauses embedded in the Instrument result in the Conversion Price being dependent upon an unknown share price path.

· The Conversion Price depends on the evolution of the share price through the Resetting period.

· The Early Redemption Clause will, for certain share price paths compel noteholders, to accelerate conversion in order to avoid the loss on the Warrant value that would result from the Instrument being called by Issuer.

Such Conversion Features cannot be factored into a fixed Conversion Price continuous or discrete model, such as Black-Scholes or binomial lattices, respectively.

On the other hand, a Monte Carlo model can indeed incorporate not only the market parameters such as volatility, risk-free interest rates and share price, but all the contractual characteristics of the Warrant such as Present Date (31/12/2017), Conversion Date (06/03/18), Present Price (1.70), Conversion Price (0.8983), Interest rate annual (-0.48%), Reference Period Days (60), Number of iterations (10,000), Annual Volatility (122.97%), Conversion price Reset, Early Redemption, Average Conversion Price (0.8982) and Number of anticipated redemptions (9,003).

Share-based payment arrangements

The Group used the Black-Scholes model to estimate the fair value of the share-based payment transactions. Using this model requires management to make assumptions with regard to volatility and expected life of the equity instruments. The assumptions used for estimating fair value for share-based payment transactions are further disclosed in note 25 and are estimated as follows:

· Volatility is estimated based on the average annualized volatility of the TiGenix share price;

· Estimated life of the warrant is estimated to be until the first exercise period;

· The dividend return is estimated by reference to the historical dividend payment of the Group. Currently, this is estimated to be zero, because no dividend has been paid since inception.

XML

Business Combination - Acquisition of Coretherapix

12 Months Ended

Dec. 31, 2017

Business Combination - Acquisition of Coretherapix

Business Combination - Acquisition of Coretherapix

4. Business Combination - Acquisition of Coretherapix

On July 31, 2015, the Group acquired 100% of the issued share capital of Coretherapix as well as certain Coretherapix receivables with a nominal value of 3.3 million euros from its sole shareholder, Genetrix, SL

Coretherapix is a Spanish privately-owned early-stage pharmaceutical company engaged in the development of myocardial regeneration therapies for the prevention of the effects of cardiovascular disease during the acute and chronic stages of the acute myocardial infarction and congestive heart failure.

The BoD believed that the acquisition of Coretherapix allowed TiGenix to expand its clinical programs and broadened the potential of both platforms of allogeneic cell therapy products, which significantly helps TiGenix towards its goal of leading the cell therapy space in the world. TiGenix expands its pipeline of clinical stage assets, enters the cardiovascular indications and gets access to a new platform of allogeneic stem cells of different origin, which significantly strengthens its competitive position in the cell therapy sector.

All of the shares of Coretherapix and part of the receivables Genetrix had with Coretherapix on July 31, 2015 were contributed in return for the issuance of 7.7 million of ordinary shares of TiGenix (6.1 million euros, being the market value of TiGenix shares as listed on Euronext on that date). Part of the receivables Genetrix had with Coretherapix on July 31, 2015 (for a nominal value of 1.2 million euros) were transferred and assigned by Genetrix to TiGenix. Pursuant to the terms of the Contribution Agreement, TiGenix made a cash payment of 1.2 million euros.

The following table summarizes the fair values of the assets acquired and liabilities assumed on July 31, 2015 (in thousands of euros):

In process research and development	17,374
Accounts receivable (received from Genetrix)	3,306
Other net asset acquired:
Other intangible assets	277
Property, plant and equipment	109
Other current assets	1,310
Cash	3
Financial Loans	(3,870	)
Trade & other payables	(635	)
Total Net Asset Acquired	17,874
Total Consideration	18,591
Goodwill on acquisition	717

Total consideration of the business combination is broken down as follows (in thousand of euros):

Cash consideration payable	1,154
Issuance of ordinary shares of TiGenix, N.V. according to the Contribution Agreement	6,093
Estimated fair value of contingent consideration	11,344
Total Purchase Price	18,591

The value of the 7.7 million of ordinary shares issued as part of the consideration paid for 100% of Coretherapix shares and certain receivables from Genetrix was based on a share price of 0.79 euro, the Company’s share price at the date of the acquisition.

Other current assets in the net asset acquired (1.3 million euros) mainly consist of contribution to be received from the European Union and the National Cardiovascular Research Centre Foundation (CNIC) to implement the ‘Cardio Repair European Multidisciplinary Initiative (CARE - MI)’ project for EUR 0.6 million and pending amounts to be received from Spanish Tax authorities amounting EUR 0.5 million in relation to investments in R&D activities during 2013 and 2014.

Under the terms of the Contribution Agreement, assuming successful development of the lead product AlloCSC01, as per the initial agreement Genetrix could receive up to 15 million euros in new ordinary shares depending on the results of the ongoing clinical trial (after the results of the clinical trial in March 2017, this amount has been reduced to 5 million euros in new ordinary shares). Based on and subject to future sales milestones, Genetrix would be entitled to receive in addition up to 245 million euros plus certain percentages of the direct net sales of the first product, or certain percentages of any third-party royalties and sales milestones for the first product.

Sales milestones would start when annual net sales reached 150 million euros and the last one would be payable once annual net sales were above 750 million euros. Also, Genetrix would receive a 25 million euros milestone payment per additional product reaching the market.

Under the acquisition method, acquisition-related transaction costs (e.g. advisory, legal, valuation and other professional fees) are not included as consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs amounted to 0.3 million euros in 2015.

The fair value of the contingent deferred elements of the purchase price of EUR 11.3 million was computed as the sum of the probability weighted values of the fair values of the purchase prices associated with each of the nine product development routes.

Management modelled these routes as a succession of decision points at which the Company decides to pursue internal development or licensing at different times, and in different circumstances such as whether the product enters into a pivotal trial or otherwise. In addition to the license/not to license decision, the decision tree was subject to results of the ongoing phase I/IIa trial. Two different options were considered: i) a fast development process under which the current Phase I/IIa phase ends at year-end (YE) 2017 with a significant success and is followed by a three-year Phase II Pivotal trial that ends at YE 2020 and a two-year market approval process that ends at YE 2022, with commercialisation commencing in 2023 and ii) slow development process in which the current Phase I/IIa phase ends at YE 2017 and is followed by a three-year Phase IIb trial that ends at YE 2020, a three-year Phase III trial that ends at YE 2023 and a two-year market approval process that ends at YE 2025, commercialisation commences in 2026. In March 2017 TiGenix announced Top-Line Phase I/II results of AlloCSC-01 clinical trial. These preliminary results increase the possibilities of a slow development process and reduce the probabilities of a fast development process option.

The fair value of each route was in turn computed as the sum of the survival probability discounted present values of the contingent payments in each such route including the Milestone and Commercialisation Payments.

Significant unobservable valuation inputs considered in the model were the market penetration, the price of the product and the discount rate (15%). For the market penetration, we evaluated a range of 20%-40% of the reperfused AMI patients with large infarcts treatable with cell therapy and falling within the indication. The price was yet unknown since there were no products out there, and based on our research we used figures in the range of 8 to 16 thousand euros. This range could only be a very rough estimation given the early stage of development of the project.

Factors ultimately affecting the price include:

· the product’s final efficacy and safety profile;

· the definition of the final clinical indication that is approved; and

· the evolution of several factors that may influence the willingness to pay of the health systems.

The final efficacy and safety profile will be a result of the clinical trial results in the chosen indication. Currently we have completed a Phase IIa focused on safety and a better approximation will only be available after a subsequent efficacy trial.

The final indication itself will depend on the ability to focus the clinical trials on populations representing a high-unmet clinical need for which clinical benefit is demonstrable in the aforementioned efficacy trials.

Finally, the willingness to pay will be affected first by budget impact considerations driven by the evolution of target population epidemiology (affected by factors such as the impact of non-smoking regulations, diet habits, improved primary and secondary prevention and new standards of care) and secondly by regulatory and economic drivers (e.g. different health technology assessment requirements, public funding availability etc).

Significant increase (decrease) in the market penetration and price of the product would result in higher (lower) fair value of the contingent consideration liability, while significant increase (decrease) in the discount rate would result in lower (higher) fair value of the liability.

As at December 31, 2015, 2016 and 2017, a reconciliation of fair value measurement of the contingent consideration liability is provided below (in thousand of euros):

As at July 31, 2015	—
Liability arising on business combination	11,344
Fair value changes recognized in profit or loss (Financial expenses)	685
As at December 31, 2015	12,029
Fair value changes recognized in profit or loss (Operating expenses)	829
As at December 31, 2016	12,858
Milestone payment in TiGenix shares	(5,000	)
Fair value changes recognized in profit or loss (Operating expenses)	550
As at December 31, 2017 (pre-impaired value)	8,408

At year-end 2015, the change in the fair value of the contingent consideration was solely driven by the time value of money and therefore presented in Fair value changes recognized in profit or loss (Financial expenses).

At year-end 2016, management reassessed the fair value of the contingent consideration by updating the underlying assumptions such as increasing the probabilities of the slow track route and updating the milestone payments. Unlike the change in fair value as at December 31, 2015 which was solely driven by the time value of money and therefore presented in the financial result, we considered that the main triggers for the change in fair value of the contingent consideration for the year 2016 were due to the new information on the development process of AlloCSC001. As a result, these fair value changes (0.8 million euros) were presented as research and development expenses.

At year-end 2017 and 2016, management reassessed the fair value of the contingent consideration, including the changes in assumptions regarding the future inflows/(outflows) and the unwind of the discount to reflect the time value of money, and therefore presented in Fair value changes recognized in profit or loss (Operating expenses). The 2015 fair value change presentation was not revised as management deemed the revision immaterial for 2015.

Significant unobservable valuation inputs when updating fair value at year end 2016 were discount rate, market penetration and price of the product. These are those to which the fair value of the liability is most sensitive. The potential effect of changes in these inputs were the following: i) discount rate (10% increase/decrease would have an impact of -0.8/1.0 million euros); ii) market penetration (10% increase/decrease would have an impact of 1.1/-0.4 million euros); iii) price of the product (10% increase/decrease would have an impact of 1.1/-0.4 million euros).

In accordance with IFRS standards, TiGenix allocated the purchase price, and calculated the fair values of the assets acquired and liabilities assumed, in accordance with generally applied valuation rules in the sector.

The measurements of fair value attributed to the underlying acquired intangible assets were 17.4 million euros. The fair value of the underlying acquired intangible assets was computed as the sum of the probability weighted values of the fair values corresponding to nine possible product development routes. The fair value of each such route was in turn computed as the sum of the survival probability discounted present values of Coretherapix’s projected cash flows in each year of its key product’s development and commercialisation life.

The discount and probability of survival rates used were the same for the valuation of the underlying intangible assets and contingent deferred elements of the purchase price.

On December 14, 2017, TiGenix’s most advanced product, Cx601, received positive CHMP opinion in Europe. Upon Cx601 receiving a positive regulatory opinion in Europe, TiGenix reviewed its pipeline priorities beyond the continued commitment to the development of Cx601 for the US market and Cx611 for sepsis. The Company has decided to apply its resources to targeted trials in those areas. Given the focus on Cx601 and the allogeneic adipose-derived stem cell technology, TiGenix will not dedicate any additional investing efforts to R&D of its allogeneic cardiac stem cell technology. Due to this reason the Company has determined that the assets acquired from the business combination with Coretherapix should be fully impaired as of December 31, 2017. Putting on hold this project in such early stage situation, makes the value in use to be close to zero.

In addition, the contingent consideration associated with the acquisition should be derecognized as all future payment commitments included in this consideration were based on the probability of licensing the product or in its commercial marketing authorization. As of the financial statements date, the Company has concluded that none of these milestones are probable of being achieved.

No indemnities or liabilities resulted from this decision. The Company has not any payment obligation to the former Coretherapix’s shareholders (Genetrix). The acquisition agreement of Coretherapix states that in the case the Company decides to stop AlloCSCs programmes, Genetrix shall have the option to acquire the AlloCSCs programmes, at TiGenix discretion, by i) acquiring all of the shares that TiGenix holds in the Company for a total consideration of one euro or ii) acquiring the assets and liabilities of the Company relating to the AlloCSCs programmes from the Company for a total consideration of one euro.

As a result of the change in strategic focus, the Company considers that both fair value less cost to sell and value in use are close to zero and consequently has impaired the asset (18.1 million euros) and derecognsised the liability (8.4 million euros). These items and the fair value changes occurred during the year in the contingent consideration (0.5 million euros) negatively impacted the Company’s consolidated statement of income within research and development costs (in 10.2 million euros).

A deferred tax liability of 1.5 million euro was recorded as of December 31, 2015 on the fair value of the in-process research and development acquired. Coretherapix had sufficient unused tax losses carried forward to absorb the impact of this deferred tax liability. Due to the impairment on this asset, at December 31, 2017 amount of the the deferred tax liability related to it has been reversed. (See note 21)

As per December 31, 2015, the contribution of Coretherapix to the Company’s consolidated statement of income amounted to 1.4 million euros losses and 2 thousand euros of revenues. If Coretherapix would have consolidated from January 1, 2015, the consolidated statement of income would have included revenues of 0.7 million euros and losses of 2.5 million euros.

XML

Financial instruments and financial risk management

12 Months Ended

Dec. 31, 2017

Financial instruments and financial risk management

Financial instruments and financial risk management

5. Financial instruments and financial risk management

The principal financial instruments used by the Group, from which financial risk arises, are as follows:

· Other non-current assets

· Trade receivables

· Other current financial assets

· Derivative financial instruments

· Cash and cash equivalents

· Financial Loans and other payables.

· Other financial liabilities

· Trade payables

Capital risk management

The Group policy with respect to managing capital is to safeguard the Group’s ability to continue as a going concern and to obtain an optimal capital structure over time. With this objective, the cash position is monitorized in a monthly basis.

Categories of financial instruments

		As at December 31,
Thousands of euros	Notes	2017	2016	2015
Financial assets
Loans, receivables and cash and cash equivalents		36,415	85,134	26,837
Cash and cash equivalents (including cash balances in disposal group held for sale)		34,063	77,969	17,982
Other non-current assets	16	1,801	3,855	4,764
Trade receivables	18	78	1,728	1,687
Other current financial assets	19	473	1,582	2,404
Financial liabilities
Amortized cost		27,049	34,982	32,421
Financial loans	20	7,171	10,268	11,777
Convertible notes (ordinary note)	20	17,780	21,548	18,840
Trade payables	23	2,098	3,166	1,804
Fair value through profit or loss		16,341	15,587	26,351
Convertible notes (warrant)	20	16,341	2,379	13,337
Other financial liabilities	20	—	350	985
Other liabilities contingent consideration	23	—	12,858	12,029

Fair value of financial instruments

		As at December 31, 2017
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		1,801	1,802
Other non-current assets		1,801	1,802	Level 2
Financial liabilities
Amortized cost		24,951	27,805
Financial loans	21	7,171	9,885	Level 2
Convertible notes (ordinary note)	21	17,780	17,920	Level 2
Fair value through profit or loss		16,341	16,341
Convertible notes (warrant)	21	16,341	16,341	Level 3

		As at December 31, 2016
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		3,855	3,855
Other non-current assets		3,855	3,855	Level 2
Financial liabilities
Amortized cost		31,816	40,898
Financial loans	21	10,268	13,436	Level 2
Convertible notes (ordinary note)	21	21,548	27,462	Level 2
Fair value through profit or loss		15,587	15,587
Convertible notes (warrant)	21	2,379	2,379	Level 3
Other financial liabilities	21	350	350	Level 2
Other liabilities contingent consideration	23	12,858	12,858	Level 3

		As at December 31, 2015
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		4,764	4,764
Other non-current assets		4,764	4,764	Level 2
Financial liabilities
Amortized cost		30,617	44,005
Financial loans	21	11,777	16,180	Level 2
Convertible notes (ordinary note)	21	18,840	27,825	Level 2
Fair value through profit or loss		26,351	26,351
Convertible notes (warrant)	21	13,337	13,337	Level 3
Other financial liabilities	21	985	985	Level 2
Other liabilities contingent consideration	23	12,029	12,029	Level 3

The fair values of the financial assets and financial liabilities measured at amortized cost in the statement of financial position have been determined in accordance with generally accepted pricing models based on discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk.

At December 31, 2017 the market credit risk for a company such as TiGenix has been determined at 2.70% (3.03% at December 31, 2016 and 4.97% at December 31, 2015). This discount rate has been used to determine the fair values of the financial liabilities at amortized cost as of December 31, 2017.

The fair value of other liabilities contingent consideration is explained in note 4.

The current financial assets and liabilities are not included in the table above as their carrying amounts approximate their fair values.

Financial risk management objectives

The Group coordinates access to financial markets, monitors and manages the financial risks relating to the operations through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group does not use any derivative financial instruments to hedge risk exposures.

Currency risk

The Group may be subject to limited currency risk. The Group’s presentation currency is the euro, in addition to which we are exposed to the U.S. dollar. The Company tries to match foreign currency cash inflows with foreign currency cash outflows. The Company has not engaged in hedging of its foreign currency risk using derivative instruments. The Group’s financial assets and financial liabilities were denominated in the following currencies:

	EUR			USD			GBP			CHF			Total
	As at			As at			As at			As at			As at
Thousands	December 31			December 31			December 31			December 31			December 31
of euros	2017	2016	2015	2017	2016	2015	2017	2016	2015	2017	2016	2015	2017	2016	2014
Financial assets
Cash and cash equivalents	33,811	77,320	17,749	248	524	54	0	123	179	2	2	—	34,063	77,969	17,982
Trade receivables	78	1,728	1,687	—	—	—	—	—	—	—	—	—	78	1,728	1,687
Total Financial assets	33,889	79,048	19,436	248	524	54	0	123	179	2	2	—	34,141	79,697	19,669
Financial liabilities
Trade payables	1,944	2,184	1,731	119	955	33	35	27	5	—	—	35	2,098	3,166	1,804
Other liabilities contingent consideration	—	12,858	12,029	—	—	—	—	—	—	—	—	—	—	12,858	12,029
Borrowings	41,752	34,846	45,680	—	—	—	—	—	—	—	—	—	41,752	34,846	45,680
Total financial liabilities	43,696	49,888	59,440	119	955	33	35	27	5	—	—	35	43,850	50,870	59,513

The Group’s exposure is only limited to pounds sterling, U.S. dollars and Swiss-francs.

Except for the currency effect, mentioned in Note 2, in relation to the intercompany loan with TiGenix Inc, there is limited external currency exposure, and therefore no sensitivity analysis has been performed.

Interest rate risk

The Group is not exposed to interest rate risk, because the Group’s external borrowings are at fixed interest rates.

Liquidity risk

The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecasted and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following table details the Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

Thousands of	Interest		Within						After
euros	rate		1 year	2 years	3 years	4 years	5 years	6 years	6 years	Total
As at December 31, 2017
Non-interest bearing	N/A		471	471	471	471	405	254	236	2,779
Fixed interest rate borrowings	1.46	%	675	675	675	675	675	675	1,012	5,062
Fixed interest rate borrowings	0.33	%	—	49	139	230	230	230	730	1,608
Fixed interest rate borrowings (Kreos)	12.5	%	1,324	—	—	—	—	—	—	1,324
Fixed interest rate borrowings (Bonds)	9.0	%	18,810	—	—	—	—	—	—	18,810
Leasings	N/A		169	48	—	—	—	—	—	217
Total			21,449	1,243	1,285	1,376	1,310	1,159	1,978	29,800
As at December 31, 2016
Non-interest bearing	N/A		471	471	471	471	471	405	490	3,251
Fixed interest rate borrowings	1.46	%	675	675	675	675	675	675	1,688	5,739
Fixed interest rate borrowings	0.33	%	—	—	49	139	139	139	506	972
Floating interest rate borrowings	Euribor		20	—	—	—	—	—	—	20
Fixed interest rate borrowings (Kreos)	12.5	%	3,973	1,324	—	—	—	—	—	5,297
Fixed interest rate borrowings (Bonds)	9.0	%	2,250	26,125	—	—	—	—	—	28,375
Leasings	N/A		63	74	—	—	—	—	—	137
Other financial liabilities	N/A		350	—	—	—	—	—	—	350
Total			7,803	28,669	1,196	1,285	1,285	1,219	2,684	44,142
As at December 31, 2015
Non-interest bearing	N/A		468	471	471	471	471	471	895	3,718
Fixed interest rate borrowings	1.46	%	563	675	675	675	675	675	2,363	6,301
Floating interest rate borrowings	Euribor		40	20	—	—	—	—	—	60
Fixed interest rate borrowings (Kreos)	12.5	%	3,973	3,973	1,117	—	—	—	—	9,063
Fixed interest rate borrowings (Bonds)	9.0	%	2,250	2,250	26,125	—	—	—	—	30,625
Other financial liabilities	N/A		985	—	—	—	—	—	—	985
Total			8,279	7,389	28,388	1,146	1,146	1,146	3,258	50,753

On March 6, 2015, the Company issued senior, unsecured convertible bonds due 2018 for a total principal amount of 25 million euros. The bonds are issued and will be redeemed at 100% of their principal amount and have a coupon of 9% per annum, payable semi-annually in arrear in equal instalments on March 6 and September 6 of each year. The first interest payment date was on September 6, 2015. On November 10, 2017, 7 million euros of the Company´s senior unsecured convertible bonds were converted into 7,792,496 shares. Final maturity date for the rest of the EUR 18 million convertible bonds is March 6, 2018.

More information can be found in note 18.

Following the acquisition of Coretherapix, the Group has an additional interest-free loan from the Innpacto Program. It has a term of 10 years, with a grace period of three years. In January 2012, the Group received the first annual instalment of the Innpacto loan amounting to 0.5 million euros. In 2013, the Group received two annual payments of the Innpacto loan, one of 0.5 million euros and another of 0.1 million euros. Final maturity date is 2022, 2023 and 2024 per tranche.

Additionally, on December 20, 2013, the Group entered into a loan facility agreement of up to 10.0 million euros with Kreos. The loan was drawn in three tranches (5.0 million euros by February 3, 2014; 2.5 million euros by May 31, 2014; and 2.5 million euros by September 30, 2014).

As part of the consideration for this debt financing agreement, in April 2014 the Group issued a warrant plan to Kreos Capital IV (Expert Fund). The warrant plan consisted of 1,994,302 warrants that were issued with an exercise price of 0.75 euros exercisable immediately and which expire in April 2019. The warrants also include a put option that authorizes Kreos Capital IV (Expert Fund) to return the warrants to the Company and to settle the warrants in cash at any time during the repayment term of the Kreos loan, provided that (i) the put option can only be exercised in three equal tranches of each one third of the total number of warrants; (ii) no more than one tranche can be exercised in a twelve month period; (iii) the put option cannot be exercised if, at the time of the proposed exercise, the price of a share of the Company is higher than 0.9957 euros; and (iv) the put option shall lapse and can no longer be exercised if the average stock price per share in the Company on each trading day included in any period of thirty (30) consecutive calendar days during the duration of the warrant plan exceeds 0.9957 euros. In May 2015, Kreos Capital IV (Expert Fund) exercised the first tranche of the put option of the Kreos Warrant Plan, equivalent to 664,767 warrants. In the meantime, the put option has lapsed in accordance with the afore-mentioned item (iv).

The loan is measured at amortized cost in accordance with IAS 39. At initial recognition of the loan, the nominal amount of the loan is decreased with the transactions costs related to the loan which also includes the amount of the warrants allocated to the tranches. The interest rate is the effective interest rate (20.16%).

The warrants, including the put option, are accounted for as one instrument (not separating the put option from the warrants) and at issuance had a fair value of 0.7 million euros. Since Kreos Capital IV (Expert Fund) has the option to settle the warrants in cash, the instrument is considered as a financial derivative liability measured at fair value with changes in fair value recognized immediately in profit or loss. The measurement of the warrant at every reporting date at fair value is based on a Black-Scholes valuation model taking into account following inputs: share price, strike price, volatility of the share, duration and risk-free interest rate.

On December 19, 2017, Kreos Capital IV exercised the right to convert 1,329,535 warrants into TiGenix shares.

The measurement of the warrant (including the put option) at December 31, 2016 at fair value was based on a Black-Scholes valuation model taking into account following inputs: share price (0.71 euros), strike price (0.7449 euros), volatility of the share (66.6%), duration (2.31 years) and risk-free interest rate (-0.16%).

The measurement of the warrant (including the put option) at December 31, 2015 at fair value was based on a Black-Scholes valuation model taking into account following inputs: share price (1.19 euros), strike price (0.74 euros), volatility of the share (66.7%), duration (3.31 years) and risk-free interest rate (0.10%).

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure is continuously monitored, and the aggregate value of transactions concluded is spread among approved counterparties.

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of financial assets. The Group does not hold any collateral as security.

More information on the trade receivables can be found in note 15 to the consolidated financial statements.

Market risk

The Group is exposed to market risk. Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include the derivate instruments linked to the convertible bonds issued on March 6, 2015.

Pursuant to the terms and conditions of the convertible bonds issued on March 6, 2015, the measurement of the warrant at fair value shall be reflected at any time at its fair value as determined by direct observation.

At December 31, 2017 the inputs with the most significant effect on the fair value calculation are the value and volatility of TiGenix’s shares. The potential effect of using reasonable assumptions (Black-Scholes formula) for changes in these inputs are the following: i) share price (10% increase/decrease would have an impact of 2,779 thousand euros/-2,632 thousand euros) ii) volatility of the shares (10% increase/decrease would have an impact of 485 thousand euros/ -461 thousand euros).

At December 31, 2016 the inputs with the most significant effect on the fair value calculation are the value and volatility of TiGenix’s shares. The potential effect of using reasonable assumptions (Black-Scholes formula) for changes in these inputs are the following: i) share price (10% increase/decrease would have an impact of 238 thousand euros/-38 thousand euros) ii) volatility of the shares (10% increase/decrease would have an impact of 238 thousand euros/ -238 thousand euros).

XML

Revenues and other operating income

12 Months Ended

Dec. 31, 2017

Revenues and other operating income

Revenues and other operating income

6. Revenues and other operating income

	Years ended December 31,
Thousands of euros	2017	2016	2015
Royalties	—	395	537
License revenues	—	25,000	—
Grant income	589	725	855
Other operating income	317	670	848
Total revenues and other operating income	906	26,790	2,240

License revenues

No license revenues were received in 2017.

On July 4, 2016 the Group entered into a licensing agreement with Takeda under which Takeda now has the exclusive right to commercialize and develop Cx601 for complex perianal fistulas in all countries outside the United States.

The agreement provides for the right to TiGenix to receive certain payments, including an upfront payment that was collected on the date of the contract, as well as other future milestone payments that will be enforceable once the market authorizations are obtained.

Under the agreement, TiGenix is also entitled to receive royalty payments based on net sales of Cx601 on a country-by-country basis, and in addition has the right to some other milestone payments when achieving certain level of sales.

In the overall negotiation, and linked with the licensing agreement, is a manufacturing agreement which obliges TiGenix to manufacture Cx601 at cost for Takeda until Takeda is able to manufacture Cx601 independently. The transfer of the manufacturing responsibilities to Takeda is expected to be prior to January 1, 2021.

Based in the agreement, the following separate performance obligations were identified:

· Initial upfront fee (25 million euros) was matched with the single obligation existing at that time, the transmission of the property right to the Cx601 license, so it was fully recognized as income on the agreement date.

· This agreement includes a second payment (15 million euros) to be received after marketing authorization for Cx601 is obtained, Market authorization was obtained on March 23, 2018 and we expect to receive the payment during the second quarter of 2018.

· On October 25, 2017 Takeda and TiGenix signed a manufacturing and supply agreement complementary to the licensing agreement.

· Included in the licensing agreement is a commitment from Takeda to contribute half of the cost (1.7 million euros) to be incurred in the construction of additional premises to produce Cx601 for the benefit of Takeda. This contribution has been considered as part of the remuneration for the manufacturing services (“at cost” in the licensing deal). In addition the manufacturing service will be remunerated with a portion of the second milestone (marketing authorization in EU amounting to 15 million euros). To calculate what portion of the milestone should be deferred and allocated as margin for manufacturing services, TiGenix will estimate a reasonable margin, as stated acceptable method of estimation of stand-alone selling price in the revenue recognition standard.

The remaining milestones are not recognized as revenue until the triggering event occur (regulatory approvals) considering that TiGenix cannot influence in the trigger decision.

Royalties are linked with future sales and will be considered revenues when future sales take place.

Initial upfront fee, paid in the agreement date, amounted to 25 million euros and second milestone of 15 million euros (UE regulatory approval) is expected to be obtained during the first half of 2018.

To produce Cx601 for the benefit of Takeda there is a plan in progress to increase the manufacturing capacity at TiGenix. The estimated investment for this purpose amounts approximately to 3.5 million euros. Takeda will contribute half of this expenditure (1.7 million euros). As of December 31, 2017 there are 1.3 million euros recognized as deferred revenue corresponding to the 50% of the work performed until that date (2.6 million euros).

XML

Operating charges

12 Months Ended

Dec. 31, 2017

Operating charges

Operating charges

7. Operating charges

The operating charges consist of the following elements:

Research and development expenses

	Years ended December 31,
Thousands of euros	2017	2016	2015
Employee benefits expenses	6,931	5,000	3,500
Depreciation and amortization	3,352	3,115	2,604
Impairment losses	10,636	—	1,121
Lab fees and other operating expenses	20,114	9,265	8,868
Other expenses	3,180	4,074	3,540
Total	44,213	21,454	19,633

General and administrative expenses

	Years ended December 31,
Thousands of euros	2017	2016	2015
Employee benefits expenses	4,698	3,949	2,772
Depreciation and amortization expense	202	89	668
Services and other sundry expenses	4,880	3,240	2,227
Other expenses	93	1,085	1,016
Total	9,873	8,363	6,683

Employee benefits expenses and mandate contractors

The employee benefits expenses included in the Research and development expenses and the General and administrative expenses lines of the income statements are detailed as follows:

	Years ended December 31,
Thousands of euros	2017	2016	2015
Wages, salaries, fees and bonuses	8,804	6,968	5,097
Social security cost	1,033	889	624
Group & Hospitalization insurance	101	97	43
Share-based compensation	1,623	914	148
Other expenses	68	82	360
Total	11,629	8,949	6,272

At year-end, the number of employees (full-time equivalents) was as follows:

	As at December 31,
Number of employees and mandate contractors	2017	2016	2015
Research and development staff	62	56	43
General and administrative staff	27	24	20
Total	89	80	63

For further details about the share-based compensation plans, see note 24.

XML

Financial result

12 Months Ended

Dec. 31, 2017

Financial result

Financial result

8. Financial result

	Years ended December 31,
Thousands of euros	2017		2016		2015
Interest income on bank deposits	6		19		10
Fair value gains	—		11,593		—
Other interest income	212		137		138
Total financial income	218		11,749		148
Interest on borrowings	(7,067	)	(6,985	)	(6,525	)
Fair value losses	(14,623	)	—		(6,654	)
Impairment and losses on disposal of financial instruments	—		—		(161	)
Other finance costs	—		(303	)	(126	)
Total financial expenses	(21,690	)	(7,288	)	(13,466	)
Net foreign exchange differences	(60	)	232		1,000
Financial result	(21,532	)	4,693		(12,318	)

XML

Income tax

12 Months Ended

Dec. 31, 2017

Income tax

Income tax

9. Income tax

The income tax in 2017 is negative by 114 thousand euros compared to positive 2.1 million euros in 2016. The amount in 2016 corresponds to a tax incentive related to the tax Law for entrepreneurs in Spain that allows TiGenix SAU to receive in cash the tax deductions obtained from R&D activities. These incentives need to be revised and approved by the tax authorities and TiGenix management does not recognize the profit until it receives the certifying reports from an independent third party (see note 2). As the Company received the approval reports for 2014 and 2015 before the year-end, the Company applied for the reimbursement and recognized receivables (current and non-current) of 3.8 million euros of its tax credits reported in 2014 and 2015. During 2017, the approval for the research and development activities performed in 2016 in TiGenix SAU was received the January 8, 2018 for a total amount of 1.9 million euros, as such at December 31, 2017 no amount was recognized. This amount will be recognized in the Income Statements of financial year 2018. The negative amount of 114 thousand euros relates to a change in the interpretation of the described tax law of the 2015 research and development activities related to Coretherapix.

The income tax expense for the year can be reconciled to the accounting profit as follows:

	Years ended December 31,
Thousands of euros	2017		2016		2015
Profit/(Loss) before taxes	(74,712	)	1,666		(36,394	)
Income tax expense calculated at 33%	(24,655	)	566		(12,370	)
Effect of income that is exempt from taxation	—		—		(2	)
Effect of expenses that are not deductible	6,622		43		63
Effect of unused tax losses and tax offsets not recognized as deferred tax assets	15,250		(121	)	11,303
Effect of different tax rates in foreign jurisdictions	2,783		(488	)	1,006
Effect of the incentives of Spanish Tax Law 14/2013	—		2,136		1,325
Other	-114		—		—
Total	-114		2,136		1,325

The deferred taxes are further detailed in note 19.

XML

Earnings per share

12 Months Ended

Dec. 31, 2017

Earnings per share

Earnings per share

10. Earnings per share

The calculation of the basic earnings per share is based on the loss/profit attributable to the holders of ordinary shares and the weighted average number of ordinary shares outstanding during the period.

The Group offers its employee’s share-based compensation benefits (see note 25), which may have a dilutive effect on the basic earning per share. For the purpose of calculating diluted earning per share, the number of ordinary shares shall be the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued in case of conversion into ordinary shares of all instruments that can be converted into ordinary shares.

On February 20, 2017, 5,505,477 warrants were issued of which 5,345,477 warrants were granted and 160,000 warrants could still be granted as of December 31, 2017. These warrants expired on February 20, 2018 because they were not granted.

During 2015 due to the losses incurred by the Group, these instruments had an anti-dilutive effect on the loss per share. Instruments that can be converted into ordinary shares shall only be treated as dilutive when their conversion into ordinary shares would decrease earnings per share or increase loss per share from continuing operations.

	Years ended December 31,
Thousands of euros except share and per share data	2017		2016	2015
Profit/(Loss) for the period for the purpose of basic earnings per share	(74,826	)	3,802	(35,069	)
Weighted average number of shares for the purpose of basic earnings per share	263,978,780		199,946,147	164,487,813
Basic income (loss) per share (in euros)	(0.28	)	0.02	(0.21	)
POTENTIAL DILUTIVE INSTRUMENTS
Number of share-based options (out-of-the-money)	26,919,213		5,098,316	34,937,688
Number of shared-based options (in-the-money) with dilutive effect	0		32,680,195	3,045,235
Weighted average number of shares for the purpose of diluted earnings per share	263,978,780		232,626,342	167,533,048
Diluted income (loss) per share (in euros)	(0.28	)	0.02	(0.21	)

XML

Intangible assets

12 Months Ended

Dec. 31, 2017

Intangible assets

Intangible assets

11. Intangible assets

Thousands of euros	Development		Goodwill		Intellectual property		Patents and licences		Software		Total
COST
Balance at December 31, 2014	5,071		—		38,504		1,695		1,122		46,393
Additions—separately acquired	—		—		13		574		—		587
Coretherapix acquisition	17,374		717		—		277		—		18,368
Balance at December 31, 2015	22,445		717		38,517		2,546		1,122		65,347
Additions—separately acquired	—		—		—		617		15		631
Disposals	—		—		—		(412	)	—		(412	)
Reclassification	(1,714	)	—		1,714		—		—		—
Balance at December 31, 2016	20,731		717		40,231		2,750		1,137		65,566
Additions—separately acquired	—		—		—		11,166		—		11,166
Disposals	—		—		—		(131	)	—		(131	)
Effect of foreign exchange differences	—		—		—		—		—		—
Balance at December 31, 2017	20,731		717		40,231		13,785		1,137		76,601
ACCUMULATED AMORTISATION AND IMPAIRMENT
Balance at December 31, 2014	(1,097	)	—		(9,412	)	(591	)	(1,120	)	(12,221	)
Amortisation expense	(240	)	—		(2,565	)	(206	)	(2	)	(3,012	)
Impairment loss	(1,121	)	—		—		—		—		(1,121	)
Balance at December 31, 2015	(2,458	)	—		(11,977	)	(797	)	(1,122	)	(16,354	)
Amortisation expense	—		—		(2,653	)	(118	)	(4	)	(2,774	)
Eliminated on disposals	—		—		—		146		—		146
Balance at December 31, 2016	(2,458	)	—		(14,630	)	(769	)	(1,126	)	(18,983	)
Amortisation expense	—		—		(2,738	)	(356	)	—		(3,094	)
Reclassification	(17,374	)	(717	)	—		(403	)	—		(18,494	)
Eliminated on disposals	—		—		—		130		—		130
Balance at December 31, 2017	(19,832	)	(717	)	(17,368	)	(1,398	)	(1,126	)	(40,441	)
Carrying amount at December 31, 2015	19,987		717		26,540		1,749		—		48,993
Carrying amount at December 31, 2016	18,273		717		25,601		1,981		11		46,583
Carrying amount at December 31, 2017	899		—		22,863		12,387		11		36,160

The Company recognized during 2011 and 2010 development costs for ChondroCelect. They were amortized over their useful life of 10 years. No additional development costs for ChondroCelect were capitalized after 2011. The Company registered in 2015 an impairment on this asset amounting to 1.1 million euros (corresponding to its net carrying amount prior to its impairment).

On July 31, 2015 the Group acquired 100% of the issued share capital of Coretherapix, SLU. The most significant part of the purchase price has been allocated to in-process research & development (17.4 million euros) as well as certain other intangible assets (277 thousand euros). The difference between the fair values of the assets acquired and liabilities assumed and the purchase price comprises the value of expected synergies arising from the acquisition and was recorded as goodwill (717 thousand euros). See note 4.

The asset recognized as a consequence of this business combination was not amortized, because it was not yet available for use and was, therefore, subject to an annual test for impairment. Group management has implemented an annual procedure to identify any possible impairment on net assets and goodwill allocated by CGU with respect to the recoverable amount thereof. The recoverable amount of the Coretherapix unit was calculated as the present value of the cash flows resulting from the financial projections discounted at a rate that takes into account the assets’ specific risks, the average cost of the liabilities and the Group’s target financial structure covering a fifteen-year period. The period considered in the model exceeded five years because the first year of sales was estimated to be 2023 and the peak year of sales to be 2029. The estimate on the post tax discount rate was updated at December 31, 2016. As a result, a range between 13% and 15% was obtained. The post tax discount rate applied to cash flow projections when estimating fair values was 15% (same as December 31, 2015).

The main variables affecting the calculation of the aforementioned projections were as follows:

· Discount rate (15%)

· Market Penetration

· Price of the product

· Development tree and possible scenarios (9 possible scenarios depending on Licensing/no Licensing; Pivotal /Not into Pivotal)

· Licensing Milestone incomes

· Trial and running costs

· Year of sales (Pick year sales)

· POS (Probability of success)

The main assumptions were based on past experience and were reviewed as part of management strategic planning cycle for changes in market conditions and sales erosion through competition.

As explained in Note 4, TiGenix most advanced product is Cx601 which received positive CHMP opinion in Europe on December 14, 2017.With Cx601 now having received a positive regulatory opinion in Europe, TiGenix reviewed its pipeline priorities beyond the continued commitment to the development of Cx601 for the US market and Cx611 for sepsis. The Company is of the opinion that Cx601 has great potential in other indications and that it will deliver greater shareholder value by directing its resources to targeted trials in those areas. Given the focus on Cx601 and the allogeneic adipose-derived stem cell technology, TiGenix will not dedicate investing efforts to R&D of its allogeneic cardiac stem cell technology.

Due to this reason the Company has decided to impair the asset obtained from the business combination with Coretherapix including the goodwill related to it. Putting on hold this project in such early stage situation, makes the recoverable amount to be close to zero.

In addition to that those patents belgonging to Coretherapix also has been impaired during the period.

In addition, intellectual property and development relate to the acquisition of TiGenix SAU in May 2011 and consist of the technology platform, included in ‘Intellectual property’ and, in-process research & development, included in ‘Development’. These intangible assets were recognized at fair value in accordance with IFRS 3—Business Combinations. The technology platform’s carrying value of EUR 21.4 million at December 31, 2017 (2016: EUR 24.0 million; 2015: EUR 26.5 million) is amortized over its useful life of fifteen years. The remaining useful life is nine years at the end of 2017. In-process research & development at the end of 2015 amounted to EUR 2.6 million and was not amortized, because it was not yet available for use. In July 2016, the part of this intangible asset related to the product Cx601 (EUR 1.7 million) was considered as available for use and consequently subject to amortization. As a result of that, we reclassified it from development to intellectual property. The estimated useful economic life has been determined to be 10 years, which is the remaining period for the patents related to it. At the end of 2017, Cx601 carrying value was EUR 1.5 million.

In December 2017, TiGenix obtained exclusive access to certain patents from Mesoblast Limited a global leader in developing innovative cell-based medicines, to support global commercialization of the adipose-derived mesenchymal stem cell product Cx601 for the local treatment of fistulae. The agreement includes the right for TiGenix to grant sub-licenses to affiliates and third parties, including TiGenix’s current development and commercialization partner ex-United States.

As consideration, TiGenix will pay up to 20 million euros, with 5 million euros upfront, 5 million euros within 12 months, and up to 10 million euros in product regulatory milestones. Additionally, TiGenix will pay royalties on net sales of Cx601. The Company recognized this license in intangible assets for an amount of 10 million euros and will amortize during the expected usefull life of the patents embeeded in the agreement.

At December 31, 2017, 2016 and 2015 no commitments were signed to acquire intangible assets.

XML

Property, plant and equipment

12 Months Ended

Dec. 31, 2017

Property, plant and equipment

Property, plant and equipment

12. Property, plant and equipment

Thousands of euros	IT & machinery		Furniture		Laboratory equipment		Leasehold improvements		TOTAL
COST
Balance at December 31, 2014	1,763		402		732		1,215		4,113
Additions	9		4		21		—		34
Acquisition Coretherapix (Note 4)	5		14		90		—		109
Balance at December 31, 2015	1,777		421		843		1,215		4,256
Additions	46		154		481		818		1,499
Disposals	(2	)	—		(1	)	(879	)	(881	)
Balance at December 31, 2016	1,822		575		1,324		1,154		4,874
Additions	19		155		1,078		1,332		2,584
Disposals	—		—		68		632		700
Balance at December 31, 2017	1,841		730		2,470		3,118		8,159
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Balance at December 31, 2014	(1,422	)	(394	)	(697	)	(999	)	(3,512	)
Depreciation expense	(12	)	(24	)	(109	)	(115	)	(260	)
Balance at December 31, 2015	(1,434	)	(419	)	(806	)	(1,114	)	(3,772	)
Depreciation expense	(11	)	(38	)	(131	)	(6	)	(186	)
Eliminated on disposals	—		—		—		725		725
Balance at December 31, 2016	(1,445	)	(456	)	(937	)	(395	)	(3,233	)
Depreciation expense	(20	)	(47	)	(301	)	(93	)	(460	)
Eliminated on disposals	—		—		(3	)	—		(3	)
Balance at December 31, 2017	(1,465	)	(503	)	(1,241	)	(488	)	(3,696	)
Carrying amount at December 31, 2015	343		4		37		101		484
Carrying amount at December 31, 2016	377		118		387		759		1,642
Carrying amount at December 31, 2017	376		227		1,229		2,631		4,463

In the licence agreement signed with Takeda, TiGenix and Takeda agreed that an expansion of the capacity of the current manufacturing plant of TiGenix was necessary in order to achieve a minimum volume of production of doses, and Takeda committed to contribute to that expansion assuming 50% of the capital investment. On October 25, 2017 we signed a manufacturing agreement with Takeda governing, among other things, the specific aspects of this contribution.This explains the additions in laboratory equipment and leashold improvements.

Since TiGenix will be the owner of the resulting expansion of the manufacturing facilities, this contribution received from Takeda is considered to remunerate the initial production of doses to be delivered to Takeda from the moment Cx601 is approved for commercialization until Takeda is in a position to manufacture Cx601 itself. As of December 31, 2017 an amount of EUR 1.3 million has been recorded as deferred income in connection with this contribution from Takeda, of which EUR 0.8 million relates to cash already received and EUR 0.5 million has been recorded as an account receivable based on the level of capital investment already incurred.

During 2016, TiGenix SAU increased its leased offices in Madrid and started working to increase the capacity of its manufacturing plant (at December 31, 2016, 0.6 million euros were under construction). At December 31, 2016 there were commitments with corresponding suppliers for a total amount of 0.4 million euros.

On July 31, 2015 the Group acquired Coretherapix as well as certain Coretherapix property, plant and equipment with a fair value of 109 thousand euros. (See note 4).

XML

Other non-current assets

12 Months Ended

Dec. 31, 2017

Other non-current assets

Other non-current assets

13. Other non-current assets

The other non-current assets include guaranteed deposits (1.4 million euros) in relation to soft loans obtained from Madrid Network, the Ministry of Economy and Competitivity and other guarantees (0.4 million euros) for the rental of the buildings in Madrid and Leuven.

On May 30, 2014, the Group completed the sale of TiGenix B.V., our Dutch subsidiary, which held our manufacturing facility, to PharmaCell, a leading European contract manufacturing organization active in the area of cell therapy, for a total consideration of 4.3 million euros. Under the terms of the share purchase agreement with PharmaCell, we received an upfront payment of 3.5 million euros when the sale became effective on May 30, 2014 and we expected to receive a final payment of 0.8 million in 2017. As a consequence of the early termination of the agreement with Pharmacell signed in July 2016 we collected this pending amount (0.8 million euros) in December 2016. In 2015, other non-current assets also included the deferred consideration from the sale of the Dutch manufacturing facility.

On March 6, 2015, the Company issued senior, unsecured convertible bonds due 2018 for a total principal amount of 25 million euros and with a nominal value of 100,000 euros per convertible bond. These convertible bonds must have a coupon escrow that is an amount sufficient to pay the aggregate amount of interest due on the bonds on the first four interest payment dates up to and including March 6, 2017. The corresponding amount was transferred to an escrow account for the purpose of paying those four interest payments. As of year-end 2016 the remaining amount of 1.13 million euros of interest payments was classified as other current financial assets.

In accordance with Law 14/2013 of September 27, 2013 on supporting entrepreneurs and their internationalisation (published in the Official State Gazette of September 28, 2013), TiGenix SAU and Coretherapix SLU annually request the monetization of the tax incentives related to the R&D expenses already approved by the tax authorities. The amount approved (2.1 million euros) during 2016 was recognized as other non-current assets as it was not expected to be collected before 2018. During 2017 it has been transferred to current tax assets. As explained in Note 9, amounts corresponding to fiscal year 2016 have not been certified until January 2018.

XML

Inventories

12 Months Ended

Dec. 31, 2017

Inventories

Inventories

14. Inventories

The carrying amounts of the different components of the inventory are as follows:

	As at December 31,
Thousands of euros	2017	2016	2015
Raw materials and consumables	1,413	244	365
Total	1,413	244	365

All the raw materials and consumables are related to the eASC platform´s activities.

XML

Trade and other receivables

12 Months Ended

Dec. 31, 2017

Trade and other receivables

Trade and other receivables

15. Trade and other receivables

	As at December 31,
Thousands of euros	2017	2016	2015
Trade receivables	78	1,728	1,687
Other receivables	1,221	1,009	1,346
Recoverable taxes	605	582	1,346
Other	616	427	—
Total	1,299	2,737	3,033

The Company during the periods ended December 31, 2015, 2016 and 2017 had not doubtfull debts and consequently it did not recognized allowance for that purpose. The aging analysis of the Group’s trade receivables at year-end is as follows:

	As at December 31,
Thousands of euros	2017	2016	2015
Not past due	77	1,647	847
Up to three months	—	6	210
Three to 6 months	1	26	630
More than one year	—	49	—
Total	78	1,728	1,687

The movement in the allowance for doubtful debts is detailed below:

	As at December 31,
Thousands of euros	2017	2016	2015
Balance at January 1	—	—	87
Impairment losses reversed	—	—	(87	)
Balance at December 31	—	—	—

How credit risk is managed is described in Note 5 of the consolidated financial statements.

XML

Other current financial assets

12 Months Ended

Dec. 31, 2017

Other current financial assets

Other current financial assets

16. Other current financial assets

At December 31, 2017, Other current financial assets mainly include prepaid expenses.

At December 31, 2016, Othe current financial assets mainly included 1.13 million euros of restricted cash in relation to interest payments to be executed in the short term with respect to the Convertible Bonds issued on March 6, 2015. (See note 15).

XML

Equity

12 Months Ended

Dec. 31, 2017

Equity.

Equity

17. Equity

17.1. Share Capital

The share capital of TiGenix amounts to EUR 27.4 million at December 31, 2017 (2016: EUR 26.0 million; 2015: EUR 17.7 million), represented by 274,287,190 shares (2016: 259,956,365 shares; 2015: 177,304,587 shares). The Company’s shares have no par value. The holders of TiGenix shares are entitled to receive dividends as declared and to one vote per share at the shareholders’ meeting of the Company. All shares issued are fully paid.

The Company has never declared or paid any dividend on its shares. In the future, the Company’s dividend policy will be determined by its BoD and may change from time to time. Any declaration of dividends will be based upon the Company’s earnings, financial condition, capital requirements and other factors considered important by the BoD. Belgian law and the Company’s articles of association do not require the Company to declare dividends. Currently, the BoD expects to retain all earnings, if any, generated by the Company’s operations for the development and growth of its business and does not anticipate paying any dividend in the near future.

The change in the number of shares during the year is as follows:

Number of shares	2017	2016	2015
Balance at January 1,	259,956,365	177,304,587	160,476,620
Capital increase—payment of the contingent consideration of Coretherapix business combination	6,538,329	—	—
Capital increase—conversion of 7.0 millions euro bonds	7,792,496	—	—
Capital increase—contribution in cash	—	82,651,778	9,115,210
Capital increase—contribution in kind	—	—	7,712,757
Balance at December 31,	274,287,190	259,956,365	177,304,587

During 2017, the share capital of the Company has been increase twice:

Share Capital	No of shares	Nominal value	Thousand of euros
Capital increase July 25, 2017	6,538,329	0.10	654
Capital increase November 10, 2017	7,792,496	0.10	779
Total Increase of share capital in 2017	14,330,825		1,433

Share premium	No of shares	Nominal value	Thousand of euros
Capital increase July 25, 2017	6,538,329	0.66	4,346
Capital increase November 10, 2017	7,792,496	0.877	6,834
Total Increase	14,330,825		11,180
Transaction costs			(268	)
Total increase share premium in 2017			10,912

· 6,538,329 shares were issued on July 25, 2017, pursuant to the completion of the contribution in kind by Genetrix SL in relation to the acquisition of Coretherapix in July 2015.

· 7,792,496 shares were issued on November 10, 2017, pursuant to the partial convertion of 7 million euros of the Company´s senior unsecured convertible bonds due in 2018.

As indicated in Note 5.4 on December 20, 2013, the Group entered into a loan facility agreement of up to 10.0 million euros with Kreos. As part of the consideration for this debt financing agreement, in April 2014 the Group issued a warrant plan to Kreos Capital IV (Expert Fund). The warrant plan consisted of 1,994,302 warrants that were issued with an exercise price of 0.75 euros exercisable immediately and which expire in April 2019. The warrants also include a put option that authorizes Kreos Capital IV (Expert Fund) to return the warrants to the Company and to settle the warrants in cash at any time during the repayment term of the Kreos loan. In May 2015, Kreos Capital IV (Expert Fund) exercised the first tranche of the put option of the Kreos Warrant Plan, equivalent to 664,767 warrants.

On December 19, 2017 Kreos exercised its right to convert the remaining warrants (1,329,535). The capital increase for issuing the corresponding shares was executed in January 5, 2018. On December 29, 2017, the Company received 997 thousand euros corresponding to the exercise of these warrants. At December 31, 2017 the Company has registered the impact of this capital increase in Equity using the “Shares to be issued” heading for an amount of 1.4 million euros (market value at the exercising date).

During 2016, the share capital of the Company had been increased three times:

Share Capital	No of shares	Nominal value	Thousand of euros
Capital increase March 10, 2016	25,000,000	0.10	2,500
Capital increase December 15, 2016	46,000,000	0.10	4,600
Capital Increase December 29, 2016	11,651,778	0.10	1,165
Total Increase of share capital in 2016	82,651,778		8,265

Share premium	No of shares	Nominal value	Thousand of euros
Capital increase March 10, 2016	25,000,000	0.85	21,250
Capital increase December 15, 2016	46,000,000	0.642	29,512
Capital Increase December 29, 2016	11,651,778	0.758	8,834
Total Increase	82,651,778		59,596
Transaction costs			(5,716	)
Total increase share premium in 2016			53,880

· 25,000,000 shares were issued pursuant to a capital increase on March 10, 2016 (23.75 million euros gross proceeds).

· 46,000,000 shares were issued pursuant to a Nasdaq IPO on December 15, 2016 (34.1 million euros gross proceeds).

· 11,651,778 shares were issued pursuant to the capital increase of 10.0 million euros from Takeda on December 29, 2016.

During 2015, the share capital of the Company had been increased four times:

· 7,712,757 shares were issued pursuant to the acquisition of Coretherapix, SLU on July 31, 2015 (See note 4).

· 4,149,286 shares were issued pursuant to a contribution in cash on November 27, 2015 (3.9 million euros).

· 4,956,894 shares were issued pursuant to a contribution in cash on December 3, 2015 (4.7 million euros).

· The capital increase of 903 euros on December 14, 2015 following the exercise of 9,030 warrants.

Transaction costs related to these capital increases amounted to 441 thousand euros.

17.2. Equity-settled employee benefits reserve

The equity-settled employee benefits reserve relates to share options granted by the Group to its employees under its employee share option plan. Further information about share-based payments to employees is set out in note 23.

17.3. Translation reserves

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (the euro) are recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of foreign operations) are reclassified to profit or loss on the disposal of the foreign operation (see note 8).

The financial statements of TiGenix Inc are not expressed in euros. At December 31, 2017, the negative equity (11.9 million dollars) of TiGenix Inc is translated into euros at the historical exchange rate (euro/U.S. dollar) while the rest of the financial statement line items within the statement of financial position is translated at the closing rate as of December 31, 2017. TiGenix Inc has a significant intercompany liability in U.S. dollars (9.9 million euros) with TiGenix NV. As the U.S. dollar depreciated during last year against the euro, liabilities in euros have significantly decreased while the past year results (equity) remain constant. This resulted in 2.4 million euros recognized in translation reserves. TiGenix US Inc was incorporated in May 2017 in the state of Delaware, and its reporting currency is the US dollar. At December 31, 2017, the equity (398 thousand dollars) is translated into euros at the historical exchange rate (euro/U.S. dollar) while the rest of the financial statement line items within the statement of financial position is translated at the closing rate as of December 31, 2017. This resulted in 1 thousand euros recognized in translation reserves.

XML

Financial loans and other payables

12 Months Ended

Dec. 31, 2017

Financial loans and other payables

Financial loans and other payables

18. Financial loans and other payables

	As at December 31,
Thousands of euros	2017	2016	2015
Non-current
Financial loans	4,595	5,568	7,879
Convertible notes (Ordinary note)	—	20,835	18,127
Convertible notes (Warrant)	—	2,379	13,337
Other payables	461	302	741
Non-current borrowings	5,056	29,084	40,084
Current
Current portion of financial loans	2,574	4,699	3,898
Convertible notes (Ordinary note)	17,780	713	713
Other financial liabilities	16,341	350	985
Current borrowings	36,695	5,762	5,596
Total	41,751	34,846	45,680

The Company’s current and non-current borrowings can mainly be detailed as follows:

· Two loans received in different tranches over 2011 and 2013 from Madrid Network, presented within Financial loans, for an original amount of 5.9 million euros to finance the TiGenix SAU Phase III study for complex perianal fistulas in Crohn’s disease patients and to develop the potential of stem cells in autoimmune inflammatory diseases. The loans are scheduled to be repaid over a period of ten years starting in 2015 with an annual fixed interest rate of 1.46%. The outstanding amount for this facility at December 31, 2017 was 2.6 million euros of which 1.9 million euros are long term. These loans have been registered at an amortized cost using an annual interest rate of 21%.

· Interest-free loans, presented within Financial loans, maturing in 2025 received from the Spanish government. These loans have an original amount of 3.2 million euros. The outstanding amount for this facility at December 31, 2017 was 1.2 million euros of which 0.9 million euros are long term. These loans have been registered at an amortized cost using an annual interest rate of 21%.

· Kreos loan, presented within Financial loans, received in 3 tranches over 2014 of 5.0 million euros, 2.5 million euros and 2.5 million euros respectively. The loan will be repaid as from the first anniversary over a period of four years and has a fixed interest rate of 12.5%. The outstanding amount for this facility at December 31, 2017 was 1.2 million euros all of which are short term.

· Interest-free loan from the Innpacto Program, presented within Financial loans. It has a term of 10 years, with a grace period of three years. In January 2012, the Company received the first annual instalment of the Innpacto loan amounting to 548 thousand euros. In 2013, the Company received two annual payments of the Innpacto loan, the first payment amounting to 457 thousand euros and second payment amounting to of 142 thousand euros. Outstanding amount for these facilities at December 31, 2017 was 0.5 million euros of which 0.4 million euros are long term. These loans have been registered at an amortized cost using an annual effective interest rates of 20.35% and 19.91%.

· Three loans received in January 2016, December 2016 and December 2017 from the Ministry of Science, for an original amount of 0.3 million euros, 0.6 million euros and 0.6 million euros respectively to finance the Coretherapix chronic heart failure preclinical investigations. The loans will be repaid over a period of ten years starting in 2019, 2020 and 2021 respectively with an annual fixed interest rate of 0.329%. The outstanding amount for these facilities at December 31, 2017 was 1.3 million euros all of which are long term. These loans have been registered at an amortized cost using an annual interest rates of 4.97%, 3.03% and 2.70% respectively.

Some of these borrowings, were granted subject to the condition of maintaining specific covenants. As of December 31, 2017, 2016 and 2015 the Group was not in breach of any of its loan covenants. On March 6, 2015, the Company issued senior, unsecured convertible bonds due 2018 for a total principal amount of 25 million euros and with a nominal value of 100,000 euros per convertible bond. The bonds are convertible into fully paid ordinary shares of the Company and are guaranteed by the Company’s subsidiary, TiGenix SAU.

Unsecured. The bonds are unsecured, meaning that the holders of the bonds will not benefit from any security interests to secure the performance of the Company’s obligations under the bonds, except for the guarantee provided by TiGenix SAU, the coupon escrow and the negative pledge as further described.

Senior. The bonds will constitute senior obligations of the Company, meaning that the obligations of the Company will not be subordinated to the repayment of any other unsecured financial indebtedness of the Company. The bonds will rank at all times pari passu and rateably, without any preference among themselves, and equally with all other existing and future unsecured (subject to the coupon escrow and the negative pledge) and unsubordinated obligations of the Company.

Coupon escrow. An amount sufficient to pay the aggregate amount of interest to be paid on the bonds on the first four interest payment dates up to and including March 6, 2017 was transferred to an escrow account for the purpose of paying those four interest payments. This was a restricted account (this amount cannot be used for any other different purpose).

Negative pledge. The Company and its subsidiaries cannot issue debt instruments on the capital market.

Issue price / Redemption price / Coupon / Maturity. The bonds are issued and will be redeemed at 100% of their principal amount and have a coupon of 9% per annum, payable semi-annually in arrear in equal instalments on March 6 and September 6 of each year. The first interest payment date was on September 6, 2015. Maturity date is March 6, 2018.

Initial conversion price. The initial conversion price has been set at 0.9414 euros. At this initial conversion price, the bonds were convertible into 26,556,192 fully paid ordinary shares of the Company. Following the private placement by the Company of 25,000,000 new shares at an issue price of 0.95 euros per new share announced on March 10, 2016, the calculation agent appointed for the bonds has determined that the conversion price had to be adjusted from its previous level of 0.9414 euros to the new level of 0.9263 euros per TiGenix share. At this adjusted conversion price, the bonds were convertible into 26,989,096 fully paid ordinary shares of the Company. This conversion price adjustment became effective on March 14, 2016.

Following the announcement by the Company on December 15, 2016 of the pricing of its initial public offering in the United States (the “Offering”), totalling US$ 35.65 million from the sale of 2,300,000 American Depositary Shares (“ADSs”) representing 46,000,000 new Ordinary Shares at an issue price of US$ 15.50 per ADS, and, in connection with the Offering, the granting by the Company to the underwriters of a 30-day option to purchase up to an additional 345,000 ADSs representing 6,900,000 new Ordinary Shares, with cancellation of the preferential subscription rights for the existing shareholders of the Company, the Calculation Agent determined that the Conversion Price had to be adjusted from its previous level of € 0.9263 to the new level of € 0.8983 per Ordinary Share (after rounding in accordance with Condition 6.6 of the Terms and Conditions of the Bonds). The Conversion Price adjustment became effective on December 20, 2016.

Conversion period. The bonds are convertible into shares of the Company during the period from April 16, 2015 until approximately 10 dealing days prior to the final maturity date or, in the case of an earlier redemption, the date falling 10 dealing days prior to the relevant redemption date.

Conversion price reset. As from March 7, 2016, the conversion price shall be adjusted so as to equal the greater of (i) the arithmetic average of the daily volume weighted average price (“VWAP”) of the Company’s share on each dealing day in the “reset period”, and (ii) 80% of the arithmetic average of the conversion price in effect on each dealing day in the “reset period”, whereby “reset period” means the 20 consecutive dealing days ending on the fifth dealing day prior to March 7, 2016, provided that no adjustment will be made if such adjustment would result in an increase to the conversion price. At March 7, 2016 the conversion price was maintained at its original value as an adjustment based on the conversion price reset formula would have resulted in an increase of the conversion price. On March 14, 2016, as a result of the private placement, the conversion price for the 9% senior unsecured convertible bonds due 2018 was adjusted from its previous level of 0.9414 euros to the level of 0.9263 euros per share. On December 20, 2016 the conversion price was adjusted from its previous level of 0.9263 euros per share to the new level of 0.8983 euros per share as a consequence of the initial public offering of the Company in the United States.

Issuer call option. If at any time after March 27, 2017, the share price on each of at least 20 dealing days within a period of 30 consecutive dealing days ending not earlier than 7 dealing days prior to the giving of a notice of redemption shall have been at least 130% of the applicable conversion price in effect on each such dealing day, by giving a notice, the Company may redeem all, but not some only, of the bonds at their principal amount (plus accrued interest) within not less than 30 and not more than 60 days of the date of the notice of redemption.

Clean-up call. The Company may redeem all, but not some only, of the outstanding bonds at their principal amount (plus accrued interest) at any time if less than 15% of the aggregate principal amount of the bonds originally issued remains outstanding, by giving not less than 30 and not more than 60 days’ notice.

Anti-dilution protection. The bonds are issued subject to standard anti-dilution protection dealing with, inter alia, share consolidations, share splits, rights issues, capital distributions and bonus issues.

Dividend protection. The bonds benefit from full dividend protection through adjustment of the conversion price for any distribution in cash or shares.

Change of control protection. Upon the occurrence of a change of control (i.e. when one or several individuals or legal entities acting alone or in concert acquire, directly or indirectly, more than 30% of the share capital or voting shares of the Company), bondholders may require the Company to redeem their bonds at the principal amount, plus accrued interest. In addition, the conversion price of the bonds shall be temporarily adjusted downwards in accordance with a market standard formula for a period of 60 days.

Transferability. The bonds are freely transferable.

Lock-up. The Company agreed, subject to certain customary exceptions, not to issue or dispose of ordinary shares, convertible bonds, warrants or related securities during a period of 90 days after March 6, 2015.

Governing law. The bonds are governed by English law, except for the provisions relating to meetings of bondholders and any matter relating to the dematerialized form of the bonds, which are governed by Belgian law.

Issuance costs amounted to 1.1 million euros and have been allocated to the ordinary note and the warrant in proportion to their values (0.7 million euros and 0.4 million euros, respectively). In the case of the warrant, issuance costs have been recognized in profit or loss on initial recognition, following IAS 39.

At issuance, the Instrument had a nominal value of 25 million euros, being the fair value of the warrant 7.9 million euros and the amortized cost of the ordinary note 16.4 million euros.

On November 10, 2017 the Company converted 7 million euros of the senior unsecured convertible bonds into 7,792,496 shares.

As at December 31, 2017 the fair value of the warrant (18 million euros of loan) amounts to 16.3 million euros (in other financial liabilities) and the amortized cost (with an effective interest rate of 28.06%) of the ordinary note to 17.8 million euros.

As at December 31, 2016 the fair value of the warrant (25 million euros of loan) amounted to 2.4 million euros (13.3 million euros at December 31, 2015) and the amortized cost (with an effective interest rate of 28.06%) of the ordinary note to 21.5 million euros.

The fair value of the government loans at below market rate interest represented in the table above for the periods 2015-2014, has been calculated based on a discount rate of 21% reflecting the market credit risk for a company such as TiGenix in a similar development stage. This market credit risk was determined considering the effective interest from the Kreos loan, which was signed at the end of December 2013 but only into force since February 2014, and the market yields of similar companies.

Other financial liabilities in 2016 and 2015 relate to the warrants issued as a consideration for the Kreos loan for an amount of 350 thousand euros in 2016. The warrant plan consisted of 1,994,302 warrants that were issued with an exercise price of 0.75 euros exercisable immediately and which expire in April 2019. The warrants also include a put option that authorizes Kreos Capital IV (Expert Fund) to return the warrants to the Company and to settle the warrants in cash under certain circumstances. In May 2015, Kreos Capital exercised this option and executed one third of the warrants (€163,333), the remaining put options lapsed in January 2016. The amount in other financial liabilities at December 31, 2016 recognizes the fair value of remaining warrants at that date. As explained in note 17.1, on December 19, 2017 Kreos exercised its right to convert the remaining warrants (1,329,535). The impact was recognized in equity and consequently the fair value of the warrans are not recognized at December 31, 2017.

The evolution of the net debt during the year 2017 is as follows:

	December 31, 2017		December 31, 2016
Cash and cash equivalents	34,063		77,969
Borrowings- repayable within one year	(36,695	)	(5,762	)
Borrowings- repayable after one year	(4,551	)	(28,782	)
Net Debt	(7,183	)	43,425
Cash and liquid investments	34,063		77,969
Gross Debt - Fixed Interest Rates	(41,246	)	(34,544	)
Net Debt	(7,183	)	43,425

The reconciliation of the net cash flow to the movement in net debt is as follows:

	December 31, 2017
Net (decrease)/increase in cash and cash equivalents	(43,906	)
Net (increase)/decrease in debt and lease financing	6,930
Non-cash movements:
— Financial liabilities/interests accrued	(6,764	)
— Fair value changes	(14,624	)
— Reclassification to Equity	7,756
Net (increase)/decrease in liabilities from financing	(6,702	)
Movement in net (debt)/cash in the period	(50,608	)
Opening net cash/(debt)	43,425
Closing net (debt)/cash	(7,183	)

XML

Deferred taxes

12 Months Ended

Dec. 31, 2017

Deferred taxes

Deferred taxes

19. Deferred taxes

Deferred tax liabilities

	As at December 31,
Thousands of euros	2017	2016	2015
Deferred tax liabilities	—	—	24
Total	—	—	24

The variation in the deferred tax balances presented in the consolidated statement of financial position is as follows:

Thousands of euros	Intangible assets		Tax losses		Other		Total
Balance at January 1, 2015	(9,512	)	9,512		(29	)	(29	)
Coretherapix acquisition	(1,532	)	1,532		—		—
Recognized in income statement—continuing operations	2,362		(2,362	)	5		5
Balance at December 31, 2015	(8,682	)	8,682		(24	)	(24	)
Recognized in income statement—continuing operations	(2,283	)	2,283		24		24
Balance at December 31, 2016	(10,965	)	10,965		—		—
Recognized in income statement—continuing operations	5,028		(5,028	)	—		—
Balance at December 31, 2017	(5,937	)	5,937		—		—

In the context of the business combination with TiGenix SAU, the Group recognized a deferred tax liability of 12.3 million euros relating to the recognition of the intangible assets of TiGenix SAU at the acquisition date. At the same time (i.e., the acquisition date), a deferred tax asset was recognized for the tax losses carried forward of TiGenix SAU to the extent of the deferred tax liabilities recognized.

In the case of Coretherapix acquisition, the Group has recognized a deferred tax liability of 1.5 million euros relating to the recognition of the intangible assets of Coretherapix at the acquisition date. At the same time (i.e., the acquisition date), a deferred tax asset was recognized for the tax losses carried forward of Coretherapix to the extent of the deferred tax liabilities recognized. As a consequence of a change in accounting policy at statutory level (Coretherapix used to capitalized research and development cost related to its cardiac stem cell platform. TiGenix SAU did not capitalize these cost. To homogenize the accounting policies under Spanish GAAP, Coretherapix adapted this principle to the TiGenix’s one), there was an increase in the amount of tax losses; in 2016, the mentioned deferred tax liability raised to 4.3 million euros. This mainly explains the 2.3 million euros evolution of deferred tax assets during that period. At the end of 2017 and as a consequence of the impairment registered in this asset (see note 4), the deferred tax liability related to it has been reversed in an amount of 4.3 million euros.

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized, are attributable to the following:

	As at December 31,
Thousands of euros	2017	2016	2015
Unused tax losses	261,514	200,349	180,671
Unused tax credits	25,209	20,804	20,086
Notional interest deductions	642	1,748	3,033
Total	287,365	222,901	203,790

The tax losses do not have an expiration date. 35% of the unused tax credits will expire within a period of ten years. 62% of unused tax credits have an expiration date between ten and eighteen years. The remaining 3% do not have an expiration date. The notional interest deductions will expire within a period of one year.

Due to the losses of the Group, no income taxes were payable. On December 31, 2017 the Group had losses carried forward amounting to 261.5 million euros (2016: 200.3 million euros; 2015: 180.7 million euros), including a potential deferred tax asset of 65.4 million euros. On 22 December 2017, the Belgian Parliament has approved the Belgian tax reform bill. This bill has been published in the Belgian Official Gazette on 29 December 2017 and was signed by the Belgian King on 25 December 2017. As such, that the Belgian tax reform has been substantively enacted for IFRS (IAS 12) on 22 December 2017. Consequently, the deferred tax impact of the Belgian tax reform, which reduces the corporate income tax rate from 33.99% in 2017 to 29.58% in 2019 and 25% in 2020, must be recognized in the consolidated financial statements for the year ended 31 December 2017 for IFRS reporters. Because of this circumstance, the tax losses generated by TiGenix NV are considered at 25% for its inclusion in the potential deferred tax asset of the group previously described. In addition due to the uncertainty surrounding TiGenix’s ability to realize taxable profits in the near future, the Company did not recognize any deferred tax assets, except for the ones used to offset the deferred tax liabilities recognized as part of a past business combination, on its balance sheet.

In addition to tax losses, the Group has unused tax credits (2017: 25.2 million euros; 2016: 20.8 million euros; 2015: 20.1 million euros) and notional interest deductions (2017: 0.6 million euros; 2016: 1.7 million euros; 2015: 3.0 million euros) for which no deferred tax assets have been recognized.

XML

Other noncurrent liabilities - contingent consideration

12 Months Ended

Dec. 31, 2017

Other noncurrent liabilities - contingent consideration

Other noncurrent liabilities - contingent consideration

20. Other non-current liabilities —contingent consideration

Other non-current liabilities included the fair value at December 31, 2016 of the contingent deferred elements of the purchase price of Coretherapix (7.3 million euros).

The fair value upon acquisition date of the contingent deferred elements of the purchase price of 9.0 million euros was computed as the sum of the probability-weighted values of the fair values of the purchase prices associated with each of the nine product development routes. The fair value of each route was in turn computed as the sum of the survival probability-discounted present values of the contingent payments in each such route including the Milestone and Commercialization Payments. The annual discount rate used in the model was 15%. (See note 4).

The fair values are reviewed on a regular basis, at least at each reporting period, and any changes are reflected in the income statement. The fair value of contingent consideration decreased from 12.9 million euros at the December 31, 2016 to 0 million euros at December 31, 2017 (of which, 7.3 million euros were presented as non-current liabilities and 5.5 million euros as current liabilities in 2016). The decrease is due to the repayment in July 25, 2017, of 5 million euros through a contribution in kind and the impairment of the Coretherapix activities that have been strategically put on hold by the company (see note 4).

In the line item Other current liabilities — contingent consideration it is included the fair value at December 31, 2016 of the short term contingent deferred elements of the purchase price of Coretherapix (5.5 million euros) at that date.

XML

Trade and other payables

12 Months Ended

Dec. 31, 2017

Trade and other payables

Trade and other payables

21. Trade and other payables

	As at December 31,
Thousands of euros	2017	2016	2015
Trade payables	1,701	3,165	1,804
Other payables	2,656	1,982	1,545
Payables relating to personnel	2,258	1,967	1,410
Other	398	15	135
Total	4,357	5,147	3,349

XML

Other current liabilities

12 Months Ended

Dec. 31, 2017

Other current liabilities

Other current liabilities

22. Other current liabilities

The other current liabilities consist of grant income and other accruals.

	As at December 31,
Thousands of euros	2017	2016	2015
Accrued charges	13,100	3,277	4,711
Deferred income	1,320	394	233
Total	14,420	3,671	4,944

XML

Share-based payments

12 Months Ended

Dec. 31, 2017

Share-based payments

Share-based payments

23. Share-based payments

TiGenix—Stock options granted to employees, consultants and directors

On, March 20, 2008 (400,000), June 19, 2009 (500,000), March 12, 2010 (500,000), July 6, 2012 (4,000,000), March 20, 2013 (777,000), December 16, 2013 (1,806,000) and December 7, 2015 (2,250,000) and February 20, 2017 (5,505,477) in the aggregate 15,738,477 warrants were issued for the benefit of employees, consultants and directors, subject to the warrants being granted to and accepted by the beneficiaries. Of these 15,738,477 warrants, (i) 646,121 warrants expired as they have not been granted, (ii) 457,183warrants have expired as they have not been accepted by their beneficiaries, (iii) 1,258,222 warrants have lapsed due to their beneficiaries leaving the Company, (iv) 11,530 warrants have been exercised, and (v) 160,000 warrants were not yet granted but could still be granted until February 19, 2018. As a result, as at December 31, 2017, there are 13,205,421 warrants granted and outstanding (2016: 8,618,630; 2015: 8,344,086).

The warrants are granted to employees, consultants and directors of the Company and its subsidiaries, as well as to other persons who in the scope of their professional activity have made themselves useful to the Group, including but not limited to the members of the scientific advisory board and the clinical advisors. The warrants have been granted free of charge. Each warrant entitles its holder to subscribe to one common share of the Company at a subscription price determined by the BoD, within the limits decided upon at the occasion of their issuance.

The warrants issued on March 20, 2008, June 19, 2009, March 12, 2010, July 6, 2012, December 16, 2013 and December 7, 2015 have a term of ten years. The warrants issued on March 20, 2013 have a term of five years. Upon expiration of the ten or five year term, the warrants become null and void.

The warrants issued on February 26, 2007, March 20, 2008, June 19, 2009, March 12, 2010 vest, in principle, in cumulative tranches of 25% per year, i.e., 25% as of the first anniversary date of their granting, 50% as of the second anniversary date of their granting, 75% as of the third anniversary date of their granting, 100% as of the fourth anniversary date of their granting provided that the warrant holder has satisfied the vesting conditions, unless the BoD approved a deviation from this vesting schedule. As to the warrants issued on July 6, 2012, March 20, 2013 and December 7, 2015 and February 20, 2017, in principle, (i) one-third of the warrants granted will vest on the first anniversary of the granting of the warrants and (ii) one-twenty-fourth of the remaining two-thirds of the warrants granted will vest on the last day of each of the twenty-four months following the month of the first anniversary of the granting of the warrants. As to the warrants issued on December 16, 2013, in principle, (i) 10% of the warrants granted will vest on the date of acceptance of the warrants, (ii) 25% of the warrants granted will vest on the first anniversary of the granting of the warrants and (iii) 65% of the warrants granted will only vest (one-twenty-fourth on the last day of each of the months included in the period January 2015 to December 2016) if the Company effectively enters into certain business transactions. The warrants can only be exercised by the warrant holder if they have effectively vested.

In accordance with IFRS 2, the table below provides an overview as at December 31, 2017 of all outstanding warrant pools offered to employees, consultants and directors of the Company and its subsidiaries together with the activities under the different pools of warrants during 2017.

Number of options	Weighted average exercise price	Total		February 02, 2017		December 07, 2015		December 16, 2013		March 20, 2013		March 20, 2013	July 6, 2012		March 12, 2010	June 19, 2009		March 20, 2008		February 26, 2007
Number of options created	—	—		5,505,477		2,250,000		1,806,000		160,000		273,000	4,000,000		500,000	500,000		400,000		800,000
Weighted average exercise price (euros)	—	—		0.73		0.95		0.47		1.00		0.91	1.00		2.74	3.98		4.1		5.49
Fair value at grant date (euros)	—	—		0.49		0.68		0.35		0.2		0.43	0.17		2.00	3.53		2.56		2.64
Expiration date	—	—		02/19/2027		11/30/2025		11/30/2024		11/30/2019		11/30/2019	05/31/2022		11/30/2019	05/31/2019		11/30/2017		03/31/2017
Balance at January 1, 2015	1.53	6,594,676		—		—		1,724,730		160,000		273,000	3,342,833		158,000	139,800		286,500		509,813
Granted	0.96	1,766,218		—		1,766,218		—		—		—	—		—	—		—		—
Forfeited	1.00	(7,778	)	—		—		—		—		—	(7,778	)	—	—		—		—
Exercised	0.46	(9,030	)	—		—		(9,030	)	—		—	—		—	—		—		—
Balance at December 31, 2015	1.41	8,344,086		—		1,766,218		1,715,700		160,000		273,000	3,335,056		158,000	139,800		286,500		509,813
Granted	0.97	453,961		—		453,961		—		—		—	—		—	—		—		—
Forfeited	0.83	(179,417	)	—		(142,581	)	(17,119	)	(19,717	)	—	—		—	—		—		—
Balance at December 31, 2016	1.40	8,618,630		—		2,077,598		1,698,581		140,283		273,000	3,335,056		158,000	139,800		286,500		509,813
Granted	0.72	5,345,477		5,345,477		—		—		—		—	—		—	—		—		—
Forfeited	0.81	(335,116	)	(280,000	)	(55,116	)	—		—		—	—		—	—		—		—
Correction	2.74	92,500		—		—		—		—		—	—		92,500	—		—		—
Expired	6.54	(516,063	)	—		—		—		—		—	—		—	(3,750	)	(2,500	)	(509,813	)
Balance at December 31, 2017	0.95	13,205,428		5,065,477		2,022,482		1,698,581		140,283		273,000	3,335,056		250,500	136,050		284,000		—

On December 7, 2015, 2,250,000 warrants were issued of which 2,220,179 warrants were granted in total and 29,821 warrants expired because they were not granted.

On December 7, 2015, 1,766,218 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.95 euro, the closing price of our ordinary shares on December 4, 2015, the last closing price prior to the grant of the warrants on December 7, 2015, which was lower than the 30 day average price.

· For our CEO, Eduardo Bravo, who is not an employee of TiGenix SAU, the exercise price was set at 0.97 euro, the average closing price of our ordinary shares during 30 calendar days prior to the issuance of the warrants on December 7, 2015.

On May 4, 2016, 96,637 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.95 euro, the closing price of our ordinary shares on May 3, 2016, the last closing price prior to the grant of the warrants on May 4, 2016, which was higher than the 30 days average price.

On June 2, 2016, 193,863 warrants were granted. The exercise price was determined as follows:

· For our independent directors, who are not employees of TiGenix, the exercise price was set at 0.97 euro, the average closing price of our ordinary shares during 30 calendar days prior to the issuance of the warrants on December 7, 2015.

On September 6, 2016, 163,461 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.97 euro, the closing price of our ordinary shares on September 5, 2016, the last closing price prior to the grant of the warrants on September 6, 2016, which was lower than the 30 day average price.

The warrants issued on December 7, 2015 have a term of ten years. Upon expiration of the ten year term, the warrants become null and void. The issuance of these warrants has no impact on the accompanying consolidated financial statements.

On February 20, 2017, 5,505,477 warrants were issued of which 5,345,477 warrants were granted in total and 160,000 warrants expired because they were not granted.

On February 20, 2017, 4,802,477 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.70 euro, the closing price of our ordinary shares on February 17, 2017, the last closing price prior to the grant of the warrants on February 20, 2017, which was lower than the 30 day average price.

· For our CEO, Eduardo Bravo, who is not an employee of TiGenix SAU, the exercise price was set at 0.71 euro, the average closing price of our ordinary shares during 30 calendar days prior to the issuance of the warrants on February 20, 2017.

On May 9, 2017, 48,000 warrants were granted. The exercise price was determined as follows:

· For our independent director June Almenoff, who is not an employee of TiGenix, the exercise price was set at 0.76 euro, the average closing price of our ordinary shares during the 30 calendar days prior to the grant of the warrants on May 9, 2017.

On July 6, 2017, 250,000 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.91 euro, the average closing price of our ordinary shares during the 30 calendar days prior to the grant of the warrants on July 6, 2017.

On November 16, 2017, 150,000 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.94 euro, the closing price of our ordinary shares on November 15, 2017, the last closing price prior to the grant of the warrants on November 16, 2017, which was lower than the 30 day average price.

On December 1, 2017, 95,000 warrants were granted. The exercise price was determined as follows:

· For all employees, the exercise price was set at 0.95 euro, the closing price of our ordinary shares on November 30, 2017, the last closing price prior to the grant of the warrants on December 1, 2017, which was lower than the 30 day average price.

The fair value of each warrant was estimated on the date of grant using the Black-Scholes model with the following assumptions:

· The historic volatility of the Company (ranged between 48.9% and 56.0% for the 2017 warrants plan granted in five different tranches, between 66.9% and 69.7% for the 2015 warrant plan granted in four different tranches, 67% for the 2013 warrant plans, 52.8% for the 2012 warrant plan and 60% for the previous plans), which was determined based on past (three years) volatility of the TiGenix share;

· The expected dividends are assumed to be zero in the model;

· Weighted average risk-free interest rates based on Belgian Sovereign Strips at the date of grant with a term equal to the expected life of the warrants, ranging between 0% and 4.6%;

· Weighted average share price (determined at 0.73 euros for the latest warrant plan); and

· The expected lifetime of the warrants, which on average is about five years for the warrants with a maximum duration of ten years.

The remaining weighted average life of these options was 6.59 years at December 31, 2017 (2016: 5.86 years; 2015: 6.8 years).

The total expense recognized for the year arising from share-based payment transactions amounts to 1.6 million euro at December 31, 2017 (2016: 0.9 million euro; 2015: 0.1 million euro).

TiGenix SAU—Stock options granted to employees, executives and independent board members

Prior to the business combination, TiGenix SAU (formerly Cellerix) had created two equity based incentive plans, or EBIPs. The completion of the business combination 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 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 were set at 11.0 euros, 7.0 euros and 5.291 euros depending on the date of grant and beneficiary. TiGenix SAU granted 453,550 options under the EBIP 2008 of which 420,718 were vested. As a result of the business combination, all TiGenix SAU options were exchanged into TiGenix stock options.

The options under the EBIP 2008 had to be exercised prior to August 6, 2015. As no beneficiary exercised its options, they have now expired. This resulted in a movement of 2,108 euro in accumulated deficits during year 2015.

On June 15, 2017, TiGenix SAU’s board of directors and shareholders’ meeting approved an EBIP for all employees of the TiGenix group (the “June 2017 EBIP”). The June 2017 EBIP was based on the existing TiGenix NV shares underlying the expired EBIP 2008 options.

Pursuant to the June 2017 EBIP, TiGenix SAU offered a total of 1,247,325 options on existing TiGenix NV shares (the “June 2017 EBIP Options”) to the employees of the TiGenix group. TiGenix SAU held such options on existing TiGenix NV shares pursuant to a management agreement entered into between TiGenix SAU and CX EBIP Agreement SL (“CEA”) in relation to the EBIP 2008 and the EBIP 2010 (the “CEA Agreement”) and as a consequence of the expiration of options under the 2008 EBIP. The existing TiGenix NV shares were held by CEA.

Under the June 2017 EBIP, the beneficiaries of the plan could purchase a number of June 2017 EBIP Options from TiGenix SAU at a purchase price of 0.433 euros per option. Subsequently, the beneficiaries could exercise the June 2017 EBIP Options for an exercise price of 0.0044 (rounded) euros per EBIP option. Each June 2017 EBIP Option entitles its beneficiary to one TiGenix share.

The June 2017 EBIP ended on December 31, 2017.

As of December 31, 2017, beneficiaries of the June 2017 EBIP purchased and exercised 802,386 June 2017 EBIP Options. The June 2017 EBIP Options not purchased under the June 2017 EBIP were used in the subsequent October 2017 EBIP.

On October 6, 2017, TiGenix SAU’s board of directors and shareholders’ meeting approved an EBIP for certain employees of the TiGenix group (the “October 2017 EBIP”). The October 2017 EBIP was based on the remaining existing TiGenix NV shares underlying the expired EBIP 2008 options and on the June 2017 EBIP Options not purchased under the June 2017 EBIP.

Pursuant to the October 2017 EBIP, TiGenix SAU offered a total of 445,664 options on existing TiGenix NV shares (the “October 2017 EBIP Options”) to certain employees of the TiGenix group. TiGenix SAU held such options on existing TiGenix NV shares pursuant to the CEA Agreement and as a consequence of the expiration of options under the 2008 EBIP. The existing TiGenix NV shares were held by CEA.

Under the October 2017 EBIP, the beneficiaries of the plan could purchase a number of October 2017 EBIP Options from TiGenix SAU at a purchase price of 0.45 euros per option. Subsequently, the beneficiaries could exercise the October 2017 EBIP Options for an exercise price of 0.0044 (rounded) euros per EBIP option. Each October 2017 EBIP Option entitles its beneficiary to one TiGenix share.

The October 2017 EBIP will end on June 30, 2018.

As of December 31, 2017, beneficiaries of the October 2017 EBIP purchased and exercised 425,661 October 2017 EBIP options. No other EBIP options, under any plan, were outstanding as of December 31, 2017.

As of December 31, 2017, a total of EUR 1.2 million has been recorded within equity, of which EUR 0.6 million relates to the cash received from employees acquiring the EBIP options, and EUR 0.6 million relates to the differential between the fair value of the option and the price of the option. The fair value of the option is considered at the date in which the employee accepts the offer. These values varied from EUR 0.90 to EUR 1.08. This differential has been recorded as a personnel expense.

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 5.291 euros. However, as a result of the business combination the exercise price for all EBIP 2010 options has been reduced to 0.013 euros.

TiGenix SAU has granted 221,508 options under the EBIP 2010. As a result of the business combination, all EBIP 2010 options have vested. 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. Pursuant to the initial terms of the EBIP 2010, beneficiaries had to exercise their options before September 30, 2016. However, the exercise period of the EBIP 2010 was extended until December 31, 2016, and all remaining options under the EBIP 2010 were exercised in October 2016.

As of December 31, 2017, no more options were outstanding under the EBIPs.

XML

Related party transactions

12 Months Ended

Dec. 31, 2017

Related party transactions

Related party transactions

24. Related party transactions

Transactions between the Group and its employees, consultants or directors are disclosed below.

Compensation of key management personnel

Key management personnel are identified as being the CEO, CFO, CTO and CMO.

The combined remuneration package of key management was as follows:

	Years ended December 31,
Thousands of euros	2017	2016	2015
Short-term benefits	1,823	1,600	1,387
Post-employment benefits	94	87	86
Share-based payments	674	470	104
Total	2,591	2,157	1,577

No loan, quasi-loan or other guarantee is outstanding with members of the management team.

Transactions with non-executive directors

Non-executive directors that represent shareholders of the Company receive no compensation for their position as directors.

The independent directors receive a fee for attending and preparing the meetings of the BoD and they receive reimbursement for expenses directly related to the board meetings.

	As at December 31,
Thousands of euros	2017	2016	2015
Short-term benefits	234	158	173
Share-based payments	52	39	—
Total	286	197	173

No advances or credits have been granted to any member of the BoD. None of the members of the BoD has received any non-monetary remuneration other than warrants.

XML

Segment information

12 Months Ended

Dec. 31, 2017

Segment information

Segment information

25. Segment information

The Group’s activities are managed and operated in one segment, biopharmaceuticals. There is no other significant class of business, either individual or in aggregate. As such, the chief operating decision maker (i.e., the CEO) reviews the operating results and operating plans and makes resource allocation decisions on a company-wide basis.

Geographical information

Revenue of 2017 from continuing operations are mainly related to grants and other operating income 0.6 million euros Spain and 0.3 million euros Belgium.

The Group’s non-current assets by location are presented below:

	As at December 31,
Thousands of euros	2017	2016	2015
Belgium	142	154	2,159
Spain	42,282	51,927	52,082
Total	42,424	52,081	54,241

XML

Commitments and contingencies

12 Months Ended

Dec. 31, 2017

Commitments and contingencies

Commitments and contingencies

26. Commitments and contingencies

Operating lease commitments

The operating lease commitments of the Group relate to leases of buildings between one and nine years and leases of cars and IT equipment for four years. The Group does not have an option to purchase the leased assets.

The operating lease commitments for future periods are presented in the table below:

	As at December 31,
Thousands of euros	2017	2016	2015
Within one year	593	474	590
In the second to fifth year	692	926	1,351
After five years	—	—	—
Total	1,285	1,401	1,941

Other commitments

TiGenix Inc guarantees the operating lease payments of Cognate for the building leased in the United States. Total remaining operating lease commitments at December 31, 2017 for which TiGenix Inc was a guarantor were 0.2 million euros (0.3 million euros in 2016). Cognate was the party with whom TiGenix had a joint venture, TC CEF LLC, in the past.

Legal proceedings

TiGenix SAU is involved in the following legal proceedings.

Invalidation of U.S. patent US6777231

On April 1, 2011, Cellerix (the predecessor entity of our subsidiary TiGenix SAU) filed an inter partes re-examination request with the US Patent and Trademark Office regarding the patent US6777231, owned by the University of Pittsburgh. The US Patent and Trademark Office examiner issued a decision concluding that all ten originally issued and all eighteen newly submitted claims of the patent granted to the University of Pittsburgh were invalid. The University of Pittsburgh appealed the examiner’s decision to the Patent Trial and Appeal Board (“PTAB”). The PTAB issued its decision on July 31, 2017 affirming the examiner’s rejection of the newly submitted claims as indefinite and as anticipated. The PTAB’s decision affirming that all ten originally issued claims and all 18 newly submitted claims of the patent granted to the University of Pittsburgh were invalid on at least one ground became final and appealable on November 30, 2017. The deadline for filing a notice of appeal was January 30, 2018. TiGenix did not appeal and has not been served with a notice of appeal by the University of Pittsburgh. At this stage, we expect that the PTO examiner will issue a Notice of Intent to Issue an Inter Partes Reexamination Certificate that will indicate that all claims have been canceled and the re-examination prosecution is terminated.

In the unlikely event that the re-examination is not successful as a result of an appeal by the University of Pitsburg (which as of the date hereof would be untimely), the Company may be required to obtain a license on unfavorable terms, or may not be able to obtain a license at all in order to commercialize its adipose-derived stem cell products in the United States. The Company would potentially be susceptible to patent infringement or litigation regarding patent infringement while commercializing its eASC products in the United States. The Company may, therefore, choose to delay the launch of its adipose-derived stem cell products in the U.S. market until the expiration of the patent US6777231 on March 10, 2020.

XML

Subsequent events

12 Months Ended

Dec. 31, 2017

Subsequent events

Subsequent events

27. Subsequent events

On January 5, 2018 Takeda , announced its intention to launch a potential voluntary and conditional public tender offer to purchase (i) up to 100% of the issued and outstanding shares of the Company that are held by residents in the United States, including holders who are “U.S. Holders” (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) for €1.78 per share and (ii) up to 100% of the outstanding ADSs of the Company from all holders, wherever located, for €35.60 (payable in the equivalent amount of U.S. dollars) per ADS, in each case, in cash, without interest, and in each case less the amount of any fees, expenses and withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) to be filed by Takeda with the U.S. Securities and Exchange Commission (the “SEC”) and the Schedule 14D-9 to be filed by the Company with the SEC (the “U.S. Offer”). The Schedule TO and Schedule 14D-9 will be available at the SEC’s website (www.sec.gov).

Simultaneously with the U.S. Offer, Takeda announced its intention to launch an offer in accordance with the laws of Belgium to purchase (i) up to 100% of the issued and outstanding shares from all holders of shares, wherever located, subject to certain restrictions for €1.78 per share and (ii) up to 100% of the issued and outstanding warrants of the Company to acquire shares from all holders of Warrants, wherever located, subject to certain restrictions and subject to the conditions set forth in the prospectus prepared by Takeda (the “Prospectus”) to be approved by the Belgian Financial Services and Market authority (the “FSMA”) (the “Belgian Offer” and, together with the U.S. Offer, the “Tender Offer”), and on substantially the same terms as the shares offered to be purchased pursuant to the U.S. Offer. The U.S. Offer will be open to all holders of ADSs, wherever located, including Belgian-resident holders, and to all holders of shares who are U.S. Holders. Holders of shares who are not U.S. Holders will only be allowed to tender their shares into the Belgian Offer.

The Tender Offer will be made in connection with, and subject to the terms and conditions of, the Offer and Support Agreement, dated as of January 5, 2018, by and among Takeda and the Company (as such agreement may be amended from time to time, the “Offer and Support Agreement”). The Offer and Support Agreement includes certain representations, warranties and undertakings by both parties customary in transactions of a similar nature, including an obligation of the Company to conduct its business and operations in the ordinary course and consistent with past practices until the completion of the Tender Offer and cooperation by the parties in necessary regulatory filings and in completing the Tender Offer in the most expeditious way possible. The Company has agreed not to solicit or encourage any competing offers or proposals for such offers or other transactions competing with the Tender Offer, nor to facilitate or promote any such competing proposals, unless the Company’s board of directors has determined that, with respect to an unsolicited competing proposal, failure to take such measures would be inconsistent with the board of directors’ fiduciary duties. The Tender Offer will be subject to (i) the tender into the U.S. Offer and the Belgian Offer, in aggregate, of a number of shares, warrants and ADSs that, together with all shares, warrants and ADSs owned by Takeda and its affiliates, represents or gives access to 85% or more of the voting rights represented or given access to by all of the outstanding shares, warrants and ADSs on a fully diluted basis as of the end of the first acceptance period, (ii) no material adverse effect since the execution of and as defined in the Offer and Support Agreement, (iii) the receipt of U.S. anti-trust clearance (which has been obtained) and (iv) Cx601 obtaining marketing authorization in the European Union by the European Commission (which was obtained on March 23, 2018).

On January 19, 2018 the Company issued 20,037,848 new shares resulting from the conversion of 18 million of senior unsecured convertible bonds of TiGenix NV due on March 6, 2018.

On March 23, 2018 the European Commission approved Alofisel (darvadstrocel), previously Cx601, for the treatment of complex perianal fistulas in adult patients with nonactive/mildly active luminal Crohn’s disease, when fistulas have shown an inadequate response to at least one conventional or biologic therapy. Alofisel should be used after conditioning of fistula. This marks the first allogeneic stem cell therapy to receive central marketing authorization (MA) approval in Europe.

XML

Consolidation scope

12 Months Ended

Dec. 31, 2017

Consolidation scope

Consolidation scope

28. Consolidation scope

			Ownership interest
		Place of	As at December 31,
Legal Entity	Principal activity	incorporation	2017		2016		2015
TiGenix Romeinse straat 12, Box 2 3001 Leuven	Biopharmaceutical company	Belgium	100	%	100	%	100	%
TiGenix SAU Calle Marconi 1, Parque Tecnológico de Madrid Tres Cantos 28760 Madrid	Biopharmaceutical company	Spain	100	%	100	%	100	%
Coretherapix SLU Calle Marconi 1, Parque Tecnológico de Madrid Tres Cantos 28760 Madrid	Biopharmaceutical company	Spain	100	%	100	%	100	%
TiGenix Inc 1209 Orange Street Wilmington, Delaware	Biopharmaceutical company	U.S.A.	100	%	100	%	100	%
TiGenix US, Inc 1209 Orange Street Wilmington, Delaware	Biopharmaceutical company	U.S.A.	100	%	—		—

XML

Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2017

Summary of significant accounting policies

Basis of preparation

Basis of preparation

The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented, unless otherwise stated.

These consolidated financial statements do not include any information or disclosures that, not requiring presentation due to their qualitative significance, have been determined as immaterial or of no relevance pursuant to the concepts of materiality or relevance defined in the IFRS conceptual framework, insofar as the Group’s consolidated financial statements, taken as a whole, are concerned. All amounts are presented in thousands of euros, unless otherwise indicated, rounded to the nearest 1,000 euro.

The financial statements have been prepared on the basis of the historical cost method. Any exceptions to the historical cost method are disclosed in the valuation rules described hereafter.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Group’s management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

Liquidity

The Group is subject to a number of risks similar to those of other pre-commercial stage companies, including uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, dependence on price reimbursement decisions from national authorities or insurance providers, dependence on third party manufacturers, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Group’s development programs. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Group’s cost structure.

The Group has experienced net losses and significant cash outflows from cash used in operating activities since its inception except for year 2016, and as at December 31, 2017 had an accumulated deficit of 189.8 million euros (2016: 116.2 million euros; 2015: 120.0 million euros), a loss for the year of 74.8 million euros (2016: income of 3.8 million euros; 2015: loss of 35.1 million euros) and net cash used in operating activities of 30.3 million euros (2016: net cash provided: 3.5 million euros; 2015: net cash used in: 19.6 million euros).

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. This basis of accounting contemplates the recovery of the Group’s assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2017, we had cash and cash equivalents of 34.1 million euros. In addition, after receiving marketing authorization from the European Commission for Cx061 on March 23, 2018, TiGenix expects to receive 15 million euros from Takeda as a milestone payment under its licensing agreement with Takeda during the second quarter of 2018. Our board of directors is of the opinion that this cash position is sufficient to continue operating through the next 12 months, but we will require significant additional cash resources to launch new development phases of existing projects in our pipeline.

In order to be able to launch such new development phases, we intend to obtain on a timely basis either additional non-dilutive funding, such as from establishing commercial relationships, dilutive funding or both. On the last quarter of the 2017, we started negotiations with the European Investment Bank in order to obtain a 25 million euros loan from its program “InnovFin” (loans to innovative business with fewer than 3,000 employees to support the growth and investments in research and innovation).

A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Group’s cost structure.

On January 19, 2018, the Company issued 20,037,848 new shares resulting from the conversion of 18 million of senior unsecured convertible bonds of TiGenix NV due on March 6, 2018.

On November 6, 2017, TiGenix announced the partial conversion of its senior, unsecured convertible bonds. Through this converstion, the total convertible debt was reduced from EUR 25 million to EUR 18 million. (See note 18 for further information on our convertible bonds).

The Group will continue to consider additional business opportunities to allow us to develop our pipeline and generate additional revenues. We expect to use any capital obtained from such fund raisings or other arrangements to further develop our product candidates.

The future viability of the Group is dependent on its ability to generate cash from operating activities, to raise additional capital to finance its operations or to successfully obtain regulatory approval to allow marketing of the Group’s products. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

The consolidated financial statements do not include any adjustments due to this uncertainty relating to the recoverability and classification of recorded asset amounts and classification of liabilities.

New and amended standards and interpretations

The Group applied for the first time certain amendments to the standards, which are effective for annual periods beginning on or after January 1, 2017. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

The nature and the impact of each amendment is described below:

Amendments to IAS 7 Statement of Cash Flows: Disclosure Initiative

The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Group has provided the information for both the current and the comparative period in note 5. (See the reconciliation of the net cash flow to the movement in net debt in note 18)

Amendments to IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of deductible temporary difference related to unrealized losses. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Their application has no effect on the Group’s financial position and performance as the Group has no deductible temporary differences or assets that are in the scope of the amendments.

Standards issued but not yet effective

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

Standard	Brief explanation of the requirement
Amendments to IFRS 2 - Classification and measurement of share-based payment transactions	The amendment affects the classification and quantification of share-based payments in three areas:  Accounting for cash-settled share-based payment transactions that include a performance condition,  The classification of share-based payments settled net of tax withholdings, and  Accounting in case of modification of share-based payment transactions from cash-settled to equity-settled.
Interpretation IFRIC 22, Foreign Currency Transactions and Advance Consideration	This interpretation deals with the accounting record of advance consideration provided in a currency other than the functional currency for the purchase of goods and how the differences in exchange for such advance compensation should be recognised.
Improvements to IFRS, 2015-2017 cycle	It includes changes to IAS 12 (Income Taxes), IAS 23 (Borrowing Costs) and IAS 28 (Investments in Associates and Joint Ventures).
Interpretation IFRIC 23, Uncertainty over Income Tax Treatments	This Interpretation clarifies how to apply the recognition and measurement requirements of IAS 12 when there is uncertainty over income tax treatments.

Based on the analyses carried out to date, the Group initially has concluded that the application of these standards and amendments will not have a significant impact on the consolidated financial statements in the initial period of application. However, for the most relevant standards (IFRS 9, 15 and 16) the Group has carried out the analyses shown below:

· IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments that replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Except for hedge accounting, retrospective application is required but providing comparative information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.

The Group plans to adopt the new standard on the required effective date and will not restate comparative information. During 2017, the Group has performed a detailed impact assessment of all three aspects of IFRS 9.

This assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group in 2018 when the Group will adopt IFRS 9. Overall, the Group expects no significant impact on its statement of financial position and equity.

(a) Classification and measurement

The Group does not expect a significant impact on its balance sheet or equity on applying the classification and measurement requirements of IFRS 9.

Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. The Group analysed the contractual cash flow characteristics of those instruments and concluded that they meet the criteria for amortised cost measurement under IFRS 9. Therefore, reclassification for these instruments is not required.

(b) Impairment

IFRS 9 requires the Group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Group will apply the simplified approach and record lifetime expected losses on all trade receivables. The Group does not expect any impact on applying the new estimation considering the characteristics of its receivables.

· IFRS 15 Revenue from Contracts with Customers

IFRS 15 was issued in May 2014 and establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard will supersede all current revenue recognition requirements under IFRS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 January 2018. Early adoption is permitted. The Group plans to adopt the new standard on the required effective date using the modified retrospective method. During 2016, the Group performed a preliminary assessment of IFRS 15, which was continued with a more detailed analysis completed in 2017.

The Group is in the business of the development of cell therapy programs with an advanced clinical stage pipeline of adult stem cell programs. The stem cell programs are based on proprietary validated platforms of allogeneic expanded stem cells targeting autoimmune, inflammatory and heart diseases. Built on solid pre-clinical and CMC packages, they are being developed in close consultation with the European Medicines Agency.

As a consequence of this activity, the Group licenses its intellectual property. The license is a right of use license. Below is a summary of the Company’s preliminary assessment of IFRS 15 and the potential impact(s) to the Company’s financial statements upon implementation:

(a)Licenses sales

In the license of its intellectual property, TiGenix identifes and separates the different performance obligations embedded in the contract.

As of December 31, 2017, the Company has one licensing agreement. The license is a right of use license. This licensing agreement, in addition to the right of use of the license, includes some other performance obligations which has not been satisfied at December 31, 2017 because they are dependent on the approval of the use of the license in the European Union.

The performance obligations identified in the agreement are the following:

· License of the product which permits to sell the product using the “TiGenix” trademark in the relevant territory. The Company is transferring the ownership (risks and rewards) of the license and Takeda can benefit from that license by itself from the signature date.

· Obtaining the marketing authorization for Cx601.

· Transfer of knowledge.

· Manufacturing of the product during a certain period of time.

(b) Variable consideration

The Group recognises revenue from the sale of goods measured at the fair value of the consideration received or receivable. If revenue cannot be reliably measured, the Group defers revenue recognition until the uncertainty is resolved. Such provisions give rise to variable consideration under IFRS 15, and will be required to be estimated at contract inception and updated thereafter. However, IFRS 15 requires the estimated variable consideration to be constrained to prevent over-recognition of revenue.

The right of use license discussed above involves a future potential milestone payment to be collected when marketing authorization occurs. Under IAS 18, the Group did not recognize as revenue these milestone payments, as the collection was not guaranteed. Under the new standard, future contingent consideration is treated as variable. This variable consideration, under the new standard, needs to be estimated although only to the extent that it is highly probable that a significant reversal will not occur. Considering the amount of the milestone that was conditioned upon obtaining marketing approval and considering that collection depends on facts and circumstances that are out the entity’s control, these milestone payments should not be recognized as revenue until the marketing authorization occurs (the relevant marketing authorization was obtained on March 23, 2018). At this point it is highly probable that a significant reversal will not occur.

In the contract, there are some other rights of future revenue in the form of royalties on future sales. A sales-based royalty is recognized at the later of the subsequent sales or the performance obligation to which the royalties relate has been satisfied, which does not differ from current accounting treatment.

(c) Presentation and disclosure requirements

The presentation and disclosure requirements under IFRS 15 are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in the Group’s financial statements.

Many of the disclosure requirements in IFRS 15 are new and the Group has assessed that the impact of some of these disclosures requirements will be significant. In particular, the Group expects that the notes to the financial statements will be expanded because of the disclosure of significant judgements made: when determining the transaction price of those contracts that include variable consideration, how the transaction price has been allocated to the performance obligations, and the assumptions made to estimate the stand-alone selling prices of each performance obligation. In addition, as required by IFRS 15, the Group will disaggregate revenue recognised from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

· IFRS 16 Leases

IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees — leases of ‘low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less).

At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.

IFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard’s transition provisions permit certain reliefs.

IFRS 16 ‘Leases’ was issued in January 2016 and will be implemented by the Group from 1 January 2019. The Standard will replace IAS 17 ‘Leases’ and will require lease liabilities and ‘right of use’ assets to be recognised on the balance sheet for almost all leases. This is expected to result in a significant increase in both assets and liabilities recognised. The costs of operating leases currently included within operating costs will be split and the financing element of the charge will be reported within finance expense. Finance lease obligations at December 31, 2017 are set out in Note 26.

The Group is still assessing the potential impact of IFRS 16.

Basis of consolidation

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company:

· has power over the investee;

· is exposed, or has rights, to variable returns from its involvement with the investee; and

· has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Changes in Accounting estimates and judgements

Changes in Accounting estimates and judgements

Prior to 2017, it was intended for TiGenix Inc to carry out the business activities related to Cx601 in the United States. As such, management concluded that the entity would be able to settle the intercompany loan in the foreseeable future. However, after a detailed analysis of the market and the strategy, management and the BoD decided to create a new US entity (TiGenix US, Inc.) for these activities and not use the historical entity TiGenix Inc. Therefore, management concluded that the intercompany loan would not be repaid.

Prior to 2017, the exchange differences associated with this loan were recognized in the consolidated income statement, as it was expected for the loan to be repaid.

However, during 2017 it was determined that the loan will not be repaid/settled. Therefore, the foreign exchange and conversion differences are now recognized in other comprehensive income.

The foreign exchange differences associated to this loan recognized during the year ended December 31, 2017, amounting to Euros 1,331 thousand have been recorded in other comprehensive income.

Foreign currency translation

Foreign currency translation

In preparing the financial statements of each group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise.

IAS 21.15 states that an entity may have a monetary item that is receivable from or payable to a foreign operation. An item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity’s net investment in that foreign operation. Such monetary items may include long-term receivables or loans. Financial statements that include the foreign operation and the reporting entity, such exchange differences shall be recognized initially in other comprehensive income instead of profit or loss in financial results.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (translation reserves).

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation), or a disposal involving loss of control over a subsidiary that includes a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

Segment information

Segment information

The Group’s activities are carried out through one segment: biopharmaceuticals. The Group is managed and operated as one business unit, which is reflected in the organizational structure and internal reporting. No separate line of business or separate business entity has been identified with respect to any of the product candidates or geographical markets. Accordingly, it has been concluded that it is not relevant to include segment disclosures as the group business activities are not organized on the basis of differences in related product.

The CEO has been identified as the Chief Operating Decision Maker, since he reviews the operating results and operating plans and makes resource allocation decisions on a company-wide basis.

Geographical information is further disclosed in note 25.

Business combinations

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred, except for costs to issue debt or equity securities, which are recognized in accordance with IAS 32 and IAS 39.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except for deferred tax assets and liabilities arising from the assets acquired and liabilities assumed (which are recognized and measured in accordance with IAS 12), assets and liabilities relating to employee benefit arrangements (which are recognized and measured in accordance with IAS 19), liabilities or equity-instruments related to the replacement of the acquiree’s share-based payment arrangements (which are recognized and measured in accordance with IFRS 2) and assets that are classified as held for sale (which are recognized and measured in accordance with IFRS 5).

Goodwill is measured as the excess of the sum of the consideration transferred (including the fair value of the contingent consideration), the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Any contingent consideration included in the consideration payable for a business combination is recorded at fair value at the date of acquisition. These fair values are generally based on risk-adjusted future cash flows discounted using appropriate interest rates. The fair values are reviewed on a regular basis, at least annually, and any changes are reflected in the income statement.

At year-end 2015, the change in the fair value of the contingent consideration was solely driven by the time value of money and therefore presented in Fair value changes recognized in profit or loss (Financial expenses).

At year-end 2017 and 2016, management reassessed the fair value of the contingent consideration, including the changes in assumptions regarding the future inflows/(outflows) and the unwind of the discount to reflect the time value of money, and therefore presented in Fair value changes recognized in profit or loss (Operating expenses). The 2015 fair value change presentation was not revised as management deemed the revision immaterial for 2015.

Revenue and other income recognition

Revenue and other income recognition

Revenue from sale of products is recognized when:

· the ownership of the products is transferred to the buyer;

· the amount of revenue can be measured reliably;

· it is probable that the economic benefits associated with the transaction will flow to the entity; and

· the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from the royalties related to the sale of the ChondroCelect were recognized when implantation occurred. Provisions for rebates, product returns and discounts to customers were provided for as reductions to revenue in the same period as the related royalties were recorded.

Revenue recognition in respect of license arrangements

The Company recognizes revenue from licensing arrangements which may include multiple elements. Revenue arrangements with multiple elements are reviewed in order to determine whether the multiple elements can be divided into separate units of accounting, if certain criteria are met. If separable, the consideration receivable is allocated amongst the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. If not separable, the applicable revenue recognition criteria are applied to combined elements as a single unit of accounting.

The Company may enter into licensing and collaboration agreements for supply and distribution for its product. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from licensing arrangements. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. License fees are recognized as revenue when persuasive evidence of an arrangement exists, the Company has transferred to the licensee the risks and rewards of the product, the Company retains neither continuing managerial involvement nor effective control over the product sold, the fee is fixed or determinable, delivery or performance has substantially completed and collection is reasonably assured. The delivery of a license is to be deemed substantially completed when the licensee can use, license, exploit, develop and obtain a profit from it without further licensor’s involvement.

The Company analyses and separates the different performance obligations and how they will be remunerated. If substantive contractual obligations are satisfied over time or over the life of the contract, revenue will be recognized over their performance. Milestone payments are immediately recognized as revenue when the condition is met, when performance obligations related to that milestone are fulfilled and if the milestone is not a condition to future deliverables and collectability is reasonably assured. Otherwise, they are recognized over the remaining term of the agreement or the performance period.

Government grants and government loans

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

· Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue in the consolidated statement of financial position and transferred to profit or loss (under “other operating income”) on a systematic and rational basis over the useful lives of the related assets.

· Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss (under “grants and other operating income”) in the period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, (measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates). Only when there is sufficient assurance that the Group will comply with the conditions attached to it, the grants will be recognized in profit or loss (under “other operating income”). Determination of the appropriate amount of grant income to recognize involves judgments and estimates that the Company believes are reasonable, but it is possible that actual results may differ from the Company’s estimates. When the Company receives the final written reports, identifying satisfaction of the requirements of the grantor, to the extent not received within a reasonable time frame following the end of the period, the Company records any differences between estimated grant income and actual grant income in the next reporting period once the Company determines the final amounts. During the period that these benefits cannot be considered as grants due to the insufficient assurance that all the conditions have been met, these grants will be included in the liabilities as financial loans and other payables.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically made up of salaries and benefits, clinical and preclinical activities, drug development and manufacturing costs, and third-party service fees, including for clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials, are recognized at every reporting period in the income statement based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expenses.

As an exception to this accounting treatment the Company capitalized development costs for Chrondrocelect during 2010 and 2011. (See note 11)

Intangible assets

Intangible assets

Acquisition of intangibles

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development is recognized to the extent that all of the factors for capitalization have been satisfied as specified in IAS 38:

· The technical feasibility of completing the intangible asset so that it will be available for use or sale.

· The intention to complete the intangible asset and use or sell it.

· The ability to use or sell the intangible asset.

· How the intangible asset will generate probable future economic benefits.

· The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

· The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the various expenses needed to generate the related intangible assets. Amortization starts from the date when the intangible asset first meets the recognition criteria listed above. These intangible assets are amortized on a straight-line basis over their estimated useful life (ten years). Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. As of December 31, 2017 the amounts capitalized we associated with the registration of the Company’s patents.

Intangible assets acquired through a business combination

Intangible assets, including in-process research and development projects, acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets (except for in-process research and development projects) acquired in a business combination are reported at cost less accumulated amortization and impairment losses. Such intangible assets are amortized over their useful economic lives, which will depend on their related patent life (up to fifteen years). Goodwill arising from business combinations is not amortized but reviewed annually for impairment.

Subsequent to initial recognition, in-process research and development projects acquired in a business combination are reported at cost and are subject to annual impairment tests until the date the projects are available for use, at this moment the in-process research and development projects will be amortized over their remaining useful economic lives, which will depend on their related remaining patent life.

Patents, licenses and other similar intangible assets acquired separately

Costs related to the registration of internally-generated intangible assets (patents) are recognized as intangible assets.

Licences, patents, or rights separately acquired are amortised over their estimated useful lives, generally not exceeding 20 years, using the straight-line basis, from the time they are available for use. The estimated useful lives for determining the amortisation charge take into account patent lives, where applicable, as well as the value obtained from periods of non-exclusivity. Asset lives are reviewed, and where appropriate adjusted, annually.

Computer software

Software licenses and software development costs are measured at purchase cost and are amortized on a straight-line basis over the economic useful life (three years). They are acquired from external providers.

Impairment of tangible and definite-lived intangible assets

Impairment of tangible and indefinite-lived intangible assets

At each balance sheet date and at each interim reporting date, the Group analyses whether there is any indication that any of its assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and also whenever there is an indication that the asset might be impaired. The recoverable amount is the higher of fair value less costs to sell and value in use. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset or cash generating unit is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is immediately recognized as an expense. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss is recognized as income. (See note 11) Goodwill is stated at cost less impairments. Goodwill is deemed to have an indefinite useful life and is tested for impairment at least annually.

Financial assets

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables.’ The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, receivables from reverse repurchase agreements, bank balances and cash) are measured at amortized cost using the effective interest method, less any impairment. For the purposes of the cash flow statements, cash and cash equivalents comprise cash on hand and deposits held on call with banks. In the balance sheet, bank overdrafts, if any, are included in other current financial liabilities.

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Objective evidence of impairment could include:

· significant financial difficulty of the issuer or counterparty; or

· breach of contract, such as a default or delinquency in interest or principal payments; or

· it becoming probable that the borrower will enter bankruptcy or financial re-organization; or

· the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

Inventories

Inventories

Raw materials, consumables and goods purchased for resale are valued at the lower of their cost determined according to the FIFO-method (first-in-first-out) or their net realizable value.

The cost of finished goods comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to the present location and condition.

Income taxes

Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable result differs from “profit/(loss) before tax” as reported in the consolidated income statement because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. In 2016, TiGenix SAU applied the patent box legislation in relation to revenues obtained through the license deal with Takeda. Under this regime, qualified incomes are exempt from income taxes.

Deferred taxes are recognized using the “balance sheet liability method” for temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets and liabilities are measured based on the expected manner of realization or settlement of assets and liabilities, using tax rates that have been enacted or substantively enacted at the balance sheet date.

A Spanish tax law allows that eligible companies could claim certain research and development investment tax credits instead of deducting them from their taxable base and carrying them forward until the expiration date. The same law provides that the applicant must obtain an audit report from an independent third party certifying that R&D activities were performed and were reported as eligible for this purpose and certifying to the accuracy of the cost incurred and reported as elegible for this purpose. The Company recognizes this income at the time in which it receives these reports in connection with this activity.

Financial liabilities

Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Group’s accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives with a negative fair value (see “Financial assets” for derivatives with a positive fair value) and financial liabilities designated at fair value through profit or loss.

They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated income statement. Other than these derivative financial instruments, the Group does not have any liabilities held for trading nor has it designated any financial liabilities as being at fair value through profit or loss. The Group currently has no non-derivative financial liabilities that are accounted for at fair value through profit or loss.

On March 6, 2015 the Company issued senior, unsecured convertible bonds.

As a result of the possible modifications that may result from the application of the conversion features, the undetermined conversion price at launch (and thus the undetermined value of the ordinary note at launch) fails to meet the fixed-for-fixed requirement for the recognition of the conversion features as equity and thus the convertible bonds are recorded as a liability. At the issuance date it was not possible to determine a fixed number of ordinary shares of TiGenix in case the bondholders convert their bonds into shares. This is due to the fact that the conversion price is not fixed. Consequently, the embedded derivative cannot be considered as equity. Therefore, the bonds meet the definition of a hybrid instrument under IAS 39, so the bonds are accounted for as two instruments, the host contract (the “Ordinary Note”) and an embedded derivative (the “Warrant”).

The Ordinary Note is measured at amortized cost in accordance with IAS 39 using its effective interest rate and the Warrant is considered as a financial derivative liability measured at fair value with changes in fair value recognized immediately in profit or loss. (See note 3 Derivative financial instruments)

The Group issued in 2014 warrants related to one of the Group loans which meet the definition of a derivative financial liability. These warrants were issued in connection with the loan facility agreement with Kreos Capital IV (UK), and contain an option for the holders to put the warrants back to the Company for cash. The warrants are options over the shares of the Company, but are derivatives that must be measured at fair value through profit or loss, and not own equity instruments of the Company, because of the cash settlement alternative. The Group determined the initial fair value of the warrants using a Black-Scholes valuation model. A portion of the issue amount of the loan corresponding to this initial fair value of the warrants was allocated to the warrants and the remaining balance of the proceeds received were allocated to the loan, which is then measured at amortized cost. The effective interest rate method was applied to determine the effective interest rate on the loan on the basis of the initial carrying amount and the contractual cash flows of the loan (interest payments and repayment of principal). This effective interest rate is 20% compared to the contractual interest rate of 12.5%. The effective interest rate is used to accrue interest in the loan, and to amortize the difference between the initial carrying amounts of the loan to its repayment amount.

Other financial liabilities

Financial liabilities measured at amortized cost, including borrowings and ordinary notes, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

The Group’s financial liabilities measured at amortized cost comprise financial loans, other current financial liabilities and trade payables.

Share capital

Share capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares are presented in equity as a deduction, net of tax, from the proceeds.

Sharebased payments

Share-based payments

The Group has offered equity-settled share-based payments to employees, directors and business associates. These share-based payments are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

The estimate of the number of compensation plans which will be vested is revised at each reporting date. The change in estimates will be recorded as expense with a corresponding correction in equity. If a modification of a share-based payment transaction occurs and this modification increases the fair value of the equity instruments granted, measured immediately before and after the modification, the incremental fair value granted shall be included in the measurement of the amount recognized for services received as consideration for the equity instruments granted. The incremental fair value granted is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as at the date of the modification. If the modification occurs during the vesting period, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from the modification date until the date when the modified equity instruments vest, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period. If the modification occurs after vesting date, the incremental fair value granted is recognized immediately, or over the vesting period if the employee is required to complete an additional period of service before becoming unconditionally entitled to those modified equity instruments.

If the terms or conditions of the equity instruments granted are modified in a manner that reduces the total fair value of the share-based payment arrangement, or is not otherwise beneficial to the employee, the services received shall continue to be accounted for as consideration for the equity instruments granted as if that modification had not occurred.

XML

Business Combination - Acquisition of Coretherapix (Tables)

12 Months Ended

Dec. 31, 2017

Business Combination - Acquisition of Coretherapix

Summary of fair values of the assets acquired and liabilities assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed on July 31, 2015 (in thousands of euros):

In process research and development	17,374
Accounts receivable (received from Genetrix)	3,306
Other net asset acquired:
Other intangible assets	277
Property, plant and equipment	109
Other current assets	1,310
Cash	3
Financial Loans	(3,870	)
Trade & other payables	(635	)
Total Net Asset Acquired	17,874
Total Consideration	18,591
Goodwill on acquisition	717

Total consideration of the business combination is broken down as follows (in thousand of euros):

Cash consideration payable	1,154
Issuance of ordinary shares of TiGenix, N.V. according to the Contribution Agreement	6,093
Estimated fair value of contingent consideration	11,344
Total Purchase Price	18,591

Reconciliation of fair value measurement of the contingent consideration liability

As at December 31, 2015, 2016 and 2017, a reconciliation of fair value measurement of the contingent consideration liability is provided below (in thousand of euros):

As at July 31, 2015	—
Liability arising on business combination	11,344
Fair value changes recognized in profit or loss (Financial expenses)	685
As at December 31, 2015	12,029
Fair value changes recognized in profit or loss (Operating expenses)	829
As at December 31, 2016	12,858
Milestone payment in TiGenix shares	(5,000	)
Fair value changes recognized in profit or loss (Operating expenses)	550
As at December 31, 2017 (pre-impaired value)	8,408

XML

Financial instruments and financial risk management (Tables)

12 Months Ended

Dec. 31, 2017

Financial instruments and financial risk management

Schedule of categories of financial instruments

		As at December 31,
Thousands of euros	Notes	2017	2016	2015
Financial assets
Loans, receivables and cash and cash equivalents		36,415	85,134	26,837
Cash and cash equivalents (including cash balances in disposal group held for sale)		34,063	77,969	17,982
Other non-current assets	16	1,801	3,855	4,764
Trade receivables	18	78	1,728	1,687
Other current financial assets	19	473	1,582	2,404
Financial liabilities
Amortized cost		27,049	34,982	32,421
Financial loans	20	7,171	10,268	11,777
Convertible notes (ordinary note)	20	17,780	21,548	18,840
Trade payables	23	2,098	3,166	1,804
Fair value through profit or loss		16,341	15,587	26,351
Convertible notes (warrant)	20	16,341	2,379	13,337
Other financial liabilities	20	—	350	985
Other liabilities contingent consideration	23	—	12,858	12,029

Schedule of fair value of financial instruments

		As at December 31, 2017
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		1,801	1,802
Other non-current assets		1,801	1,802	Level 2
Financial liabilities
Amortized cost		24,951	27,805
Financial loans	21	7,171	9,885	Level 2
Convertible notes (ordinary note)	21	17,780	17,920	Level 2
Fair value through profit or loss		16,341	16,341
Convertible notes (warrant)	21	16,341	16,341	Level 3

		As at December 31, 2016
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		3,855	3,855
Other non-current assets		3,855	3,855	Level 2
Financial liabilities
Amortized cost		31,816	40,898
Financial loans	21	10,268	13,436	Level 2
Convertible notes (ordinary note)	21	21,548	27,462	Level 2
Fair value through profit or loss		15,587	15,587
Convertible notes (warrant)	21	2,379	2,379	Level 3
Other financial liabilities	21	350	350	Level 2
Other liabilities contingent consideration	23	12,858	12,858	Level 3

		As at December 31, 2015
Thousands of euros	Notes	Carrying amount	Fair value	Fair value hierarchy
Financial assets
Loans and receivables		4,764	4,764
Other non-current assets		4,764	4,764	Level 2
Financial liabilities
Amortized cost		30,617	44,005
Financial loans	21	11,777	16,180	Level 2
Convertible notes (ordinary note)	21	18,840	27,825	Level 2
Fair value through profit or loss		26,351	26,351
Convertible notes (warrant)	21	13,337	13,337	Level 3
Other financial liabilities	21	985	985	Level 2
Other liabilities contingent consideration	23	12,029	12,029	Level 3

Schedule of financial assets and financial liabilities denominated in different currencies

	EUR			USD			GBP			CHF			Total
	As at			As at			As at			As at			As at
Thousands	December 31			December 31			December 31			December 31			December 31
of euros	2017	2016	2015	2017	2016	2015	2017	2016	2015	2017	2016	2015	2017	2016	2014
Financial assets
Cash and cash equivalents	33,811	77,320	17,749	248	524	54	0	123	179	2	2	—	34,063	77,969	17,982
Trade receivables	78	1,728	1,687	—	—	—	—	—	—	—	—	—	78	1,728	1,687
Total Financial assets	33,889	79,048	19,436	248	524	54	0	123	179	2	2	—	34,141	79,697	19,669
Financial liabilities
Trade payables	1,944	2,184	1,731	119	955	33	35	27	5	—	—	35	2,098	3,166	1,804
Other liabilities contingent consideration	—	12,858	12,029	—	—	—	—	—	—	—	—	—	—	12,858	12,029
Borrowings	41,752	34,846	45,680	—	—	—	—	—	—	—	—	—	41,752	34,846	45,680
Total financial liabilities	43,696	49,888	59,440	119	955	33	35	27	5	—	—	35	43,850	50,870	59,513

Schedule of maturity analysis of financial liabilities

Thousands of	Interest		Within						After
euros	rate		1 year	2 years	3 years	4 years	5 years	6 years	6 years	Total
As at December 31, 2017
Non-interest bearing	N/A		471	471	471	471	405	254	236	2,779
Fixed interest rate borrowings	1.46	%	675	675	675	675	675	675	1,012	5,062
Fixed interest rate borrowings	0.33	%	—	49	139	230	230	230	730	1,608
Fixed interest rate borrowings (Kreos)	12.5	%	1,324	—	—	—	—	—	—	1,324
Fixed interest rate borrowings (Bonds)	9.0	%	18,810	—	—	—	—	—	—	18,810
Leasings	N/A		169	48	—	—	—	—	—	217
Total			21,449	1,243	1,285	1,376	1,310	1,159	1,978	29,800
As at December 31, 2016
Non-interest bearing	N/A		471	471	471	471	471	405	490	3,251
Fixed interest rate borrowings	1.46	%	675	675	675	675	675	675	1,688	5,739
Fixed interest rate borrowings	0.33	%	—	—	49	139	139	139	506	972
Floating interest rate borrowings	Euribor		20	—	—	—	—	—	—	20
Fixed interest rate borrowings (Kreos)	12.5	%	3,973	1,324	—	—	—	—	—	5,297
Fixed interest rate borrowings (Bonds)	9.0	%	2,250	26,125	—	—	—	—	—	28,375
Leasings	N/A		63	74	—	—	—	—	—	137
Other financial liabilities	N/A		350	—	—	—	—	—	—	350
Total			7,803	28,669	1,196	1,285	1,285	1,219	2,684	44,142
As at December 31, 2015
Non-interest bearing	N/A		468	471	471	471	471	471	895	3,718
Fixed interest rate borrowings	1.46	%	563	675	675	675	675	675	2,363	6,301
Floating interest rate borrowings	Euribor		40	20	—	—	—	—	—	60
Fixed interest rate borrowings (Kreos)	12.5	%	3,973	3,973	1,117	—	—	—	—	9,063
Fixed interest rate borrowings (Bonds)	9.0	%	2,250	2,250	26,125	—	—	—	—	30,625
Other financial liabilities	N/A		985	—	—	—	—	—	—	985
Total			8,279	7,389	28,388	1,146	1,146	1,146	3,258	50,753

XML

Revenues and other operating income (Tables)

12 Months Ended

Dec. 31, 2017

Revenues and other operating income

Schedule of Revenues and other operating income

	Years ended December 31,
Thousands of euros	2017	2016	2015
Royalties	—	395	537
License revenues	—	25,000	—
Grant income	589	725	855
Other operating income	317	670	848
Total revenues and other operating income	906	26,790	2,240

XML

Operating charges (Tables)

12 Months Ended

Dec. 31, 2017

Operating charges

Schedule of research and development expenses

	Years ended December 31,
Thousands of euros	2017	2016	2015
Employee benefits expenses	6,931	5,000	3,500
Depreciation and amortization	3,352	3,115	2,604
Impairment losses	10,636	—	1,121
Lab fees and other operating expenses	20,114	9,265	8,868
Other expenses	3,180	4,074	3,540
Total	44,213	21,454	19,633

Schedule of general and administrative expenses

	Years ended December 31,
Thousands of euros	2017	2016	2015
Employee benefits expenses	4,698	3,949	2,772
Depreciation and amortization expense	202	89	668
Services and other sundry expenses	4,880	3,240	2,227
Other expenses	93	1,085	1,016
Total	9,873	8,363	6,683

Schedule of employee benefits expenses and mandate contractors

	Years ended December 31,
Thousands of euros	2017	2016	2015
Wages, salaries, fees and bonuses	8,804	6,968	5,097
Social security cost	1,033	889	624
Group & Hospitalization insurance	101	97	43
Share-based compensation	1,623	914	148
Other expenses	68	82	360
Total	11,629	8,949	6,272

Schedule of number of employees (full-time equivalents)

	As at December 31,
Number of employees and mandate contractors	2017	2016	2015
Research and development staff	62	56	43
General and administrative staff	27	24	20
Total	89	80	63

XML

Financial result (Tables)

12 Months Ended

Dec. 31, 2017

Financial result

Schedule of financial result

	Years ended December 31,
Thousands of euros	2017		2016		2015
Interest income on bank deposits	6		19		10
Fair value gains	—		11,593		—
Other interest income	212		137		138
Total financial income	218		11,749		148
Interest on borrowings	(7,067	)	(6,985	)	(6,525	)
Fair value losses	(14,623	)	—		(6,654	)
Impairment and losses on disposal of financial instruments	—		—		(161	)
Other finance costs	—		(303	)	(126	)
Total financial expenses	(21,690	)	(7,288	)	(13,466	)
Net foreign exchange differences	(60	)	232		1,000
Financial result	(21,532	)	4,693		(12,318	)

XML

Income tax (Tables)

12 Months Ended

Dec. 31, 2017

Income tax

Schedule of income tax expense reconciled to accounting profit

	Years ended December 31,
Thousands of euros	2017		2016		2015
Profit/(Loss) before taxes	(74,712	)	1,666		(36,394	)
Income tax expense calculated at 33%	(24,655	)	566		(12,370	)
Effect of income that is exempt from taxation	—		—		(2	)
Effect of expenses that are not deductible	6,622		43		63
Effect of unused tax losses and tax offsets not recognized as deferred tax assets	15,250		(121	)	11,303
Effect of different tax rates in foreign jurisdictions	2,783		(488	)	1,006
Effect of the incentives of Spanish Tax Law 14/2013	—		2,136		1,325
Other	-114		—		—
Total	-114		2,136		1,325

XML

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings per share

Schedule of earnings per share

	Years ended December 31,
Thousands of euros except share and per share data	2017		2016	2015
Profit/(Loss) for the period for the purpose of basic earnings per share	(74,826	)	3,802	(35,069	)
Weighted average number of shares for the purpose of basic earnings per share	263,978,780		199,946,147	164,487,813
Basic income (loss) per share (in euros)	(0.28	)	0.02	(0.21	)
POTENTIAL DILUTIVE INSTRUMENTS
Number of share-based options (out-of-the-money)	26,919,213		5,098,316	34,937,688
Number of shared-based options (in-the-money) with dilutive effect	0		32,680,195	3,045,235
Weighted average number of shares for the purpose of diluted earnings per share	263,978,780		232,626,342	167,533,048
Diluted income (loss) per share (in euros)	(0.28	)	0.02	(0.21	)

XML

Intangible assets (Tables)

12 Months Ended

Dec. 31, 2017

Intangible assets

Schedule of intangible assets

Thousands of euros	Development		Goodwill		Intellectual property		Patents and licences		Software		Total
COST
Balance at December 31, 2014	5,071		—		38,504		1,695		1,122		46,393
Additions—separately acquired	—		—		13		574		—		587
Coretherapix acquisition	17,374		717		—		277		—		18,368
Balance at December 31, 2015	22,445		717		38,517		2,546		1,122		65,347
Additions—separately acquired	—		—		—		617		15		631
Disposals	—		—		—		(412	)	—		(412	)
Reclassification	(1,714	)	—		1,714		—		—		—
Balance at December 31, 2016	20,731		717		40,231		2,750		1,137		65,566
Additions—separately acquired	—		—		—		11,166		—		11,166
Disposals	—		—		—		(131	)	—		(131	)
Effect of foreign exchange differences	—		—		—		—		—		—
Balance at December 31, 2017	20,731		717		40,231		13,785		1,137		76,601
ACCUMULATED AMORTISATION AND IMPAIRMENT
Balance at December 31, 2014	(1,097	)	—		(9,412	)	(591	)	(1,120	)	(12,221	)
Amortisation expense	(240	)	—		(2,565	)	(206	)	(2	)	(3,012	)
Impairment loss	(1,121	)	—		—		—		—		(1,121	)
Balance at December 31, 2015	(2,458	)	—		(11,977	)	(797	)	(1,122	)	(16,354	)
Amortisation expense	—		—		(2,653	)	(118	)	(4	)	(2,774	)
Eliminated on disposals	—		—		—		146		—		146
Balance at December 31, 2016	(2,458	)	—		(14,630	)	(769	)	(1,126	)	(18,983	)
Amortisation expense	—		—		(2,738	)	(356	)	—		(3,094	)
Reclassification	(17,374	)	(717	)	—		(403	)	—		(18,494	)
Eliminated on disposals	—		—		—		130		—		130
Balance at December 31, 2017	(19,832	)	(717	)	(17,368	)	(1,398	)	(1,126	)	(40,441	)
Carrying amount at December 31, 2015	19,987		717		26,540		1,749		—		48,993
Carrying amount at December 31, 2016	18,273		717		25,601		1,981		11		46,583
Carrying amount at December 31, 2017	899		—		22,863		12,387		11		36,160

XML

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2017

Property, plant and equipment

Schedule of property, plant and equipment

Thousands of euros	IT & machinery		Furniture		Laboratory equipment		Leasehold improvements		TOTAL
COST
Balance at December 31, 2014	1,763		402		732		1,215		4,113
Additions	9		4		21		—		34
Acquisition Coretherapix (Note 4)	5		14		90		—		109
Balance at December 31, 2015	1,777		421		843		1,215		4,256
Additions	46		154		481		818		1,499
Disposals	(2	)	—		(1	)	(879	)	(881	)
Balance at December 31, 2016	1,822		575		1,324		1,154		4,874
Additions	19		155		1,078		1,332		2,584
Disposals	—		—		68		632		700
Balance at December 31, 2017	1,841		730		2,470		3,118		8,159
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Balance at December 31, 2014	(1,422	)	(394	)	(697	)	(999	)	(3,512	)
Depreciation expense	(12	)	(24	)	(109	)	(115	)	(260	)
Balance at December 31, 2015	(1,434	)	(419	)	(806	)	(1,114	)	(3,772	)
Depreciation expense	(11	)	(38	)	(131	)	(6	)	(186	)
Eliminated on disposals	—		—		—		725		725
Balance at December 31, 2016	(1,445	)	(456	)	(937	)	(395	)	(3,233	)
Depreciation expense	(20	)	(47	)	(301	)	(93	)	(460	)
Eliminated on disposals	—		—		(3	)	—		(3	)
Balance at December 31, 2017	(1,465	)	(503	)	(1,241	)	(488	)	(3,696	)
Carrying amount at December 31, 2015	343		4		37		101		484
Carrying amount at December 31, 2016	377		118		387		759		1,642
Carrying amount at December 31, 2017	376		227		1,229		2,631		4,463

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2017

Inventories

Schedule of components of inventory

	As at December 31,
Thousands of euros	2017	2016	2015
Raw materials and consumables	1,413	244	365
Total	1,413	244	365

XML

Trade and other receivables (Tables)

12 Months Ended

Dec. 31, 2017

Trade and other receivables

Schedule of trade and other receivables

	As at December 31,
Thousands of euros	2017	2016	2015
Trade receivables	78	1,728	1,687
Other receivables	1,221	1,009	1,346
Recoverable taxes	605	582	1,346
Other	616	427	—
Total	1,299	2,737	3,033

Schedule of aging analysis of trade receivables

	As at December 31,
Thousands of euros	2017	2016	2015
Not past due	77	1,647	847
Up to three months	—	6	210
Three to 6 months	1	26	630
More than one year	—	49	—
Total	78	1,728	1,687

Schedule of movement in the allowance for doubtful debts

	As at December 31,
Thousands of euros	2017	2016	2015
Balance at January 1	—	—	87
Impairment losses reversed	—	—	(87	)
Balance at December 31	—	—	—

XML

Equity (Tables)

12 Months Ended

Dec. 31, 2017

Equity.

Schedule of changes in the number of shares

Number of shares	2017	2016	2015
Balance at January 1,	259,956,365	177,304,587	160,476,620
Capital increase—payment of the contingent consideration of Coretherapix business combination	6,538,329	—	—
Capital increase—conversion of 7.0 millions euro bonds	7,792,496	—	—
Capital increase—contribution in cash	—	82,651,778	9,115,210
Capital increase—contribution in kind	—	—	7,712,757
Balance at December 31,	274,287,190	259,956,365	177,304,587

Schedule of increase in share capital and share premium

During 2017, the share capital of the Company has been increase twice:

Share Capital	No of shares	Nominal value	Thousand of euros
Capital increase July 25, 2017	6,538,329	0.10	654
Capital increase November 10, 2017	7,792,496	0.10	779
Total Increase of share capital in 2017	14,330,825		1,433

Share premium	No of shares	Nominal value	Thousand of euros
Capital increase July 25, 2017	6,538,329	0.66	4,346
Capital increase November 10, 2017	7,792,496	0.877	6,834
Total Increase	14,330,825		11,180
Transaction costs			(268	)
Total increase share premium in 2017			10,912

During 2016, the share capital of the Company had been increased three times:

Share Capital	No of shares	Nominal value	Thousand of euros
Capital increase March 10, 2016	25,000,000	0.10	2,500
Capital increase December 15, 2016	46,000,000	0.10	4,600
Capital Increase December 29, 2016	11,651,778	0.10	1,165
Total Increase of share capital in 2016	82,651,778		8,265

Share premium	No of shares	Nominal value	Thousand of euros
Capital increase March 10, 2016	25,000,000	0.85	21,250
Capital increase December 15, 2016	46,000,000	0.642	29,512
Capital Increase December 29, 2016	11,651,778	0.758	8,834
Total Increase	82,651,778		59,596
Transaction costs			(5,716	)
Total increase share premium in 2016			53,880

XML

Financial loans and other payables (Tables)

12 Months Ended

Dec. 31, 2017

Financial loans and other payables

Schedule of Financial loans and other payables

	As at December 31,
Thousands of euros	2017	2016	2015
Non-current
Financial loans	4,595	5,568	7,879
Convertible notes (Ordinary note)	—	20,835	18,127
Convertible notes (Warrant)	—	2,379	13,337
Other payables	461	302	741
Non-current borrowings	5,056	29,084	40,084
Current
Current portion of financial loans	2,574	4,699	3,898
Convertible notes (Ordinary note)	17,780	713	713
Other financial liabilities	16,341	350	985
Current borrowings	36,695	5,762	5,596
Total	41,751	34,846	45,680

Schedule of evolution of the net debt

	December 31, 2017		December 31, 2016
Cash and cash equivalents	34,063		77,969
Borrowings- repayable within one year	(36,695	)	(5,762	)
Borrowings- repayable after one year	(4,551	)	(28,782	)
Net Debt	(7,183	)	43,425
Cash and liquid investments	34,063		77,969
Gross Debt - Fixed Interest Rates	(41,246	)	(34,544	)
Net Debt	(7,183	)	43,425

Schedule of reconciliation of net cash flow to net debt

	December 31, 2017
Net (decrease)/increase in cash and cash equivalents	(43,906	)
Net (increase)/decrease in debt and lease financing	6,930
Non-cash movements:
— Financial liabilities/interests accrued	(6,764	)
— Fair value changes	(14,624	)
— Reclassification to Equity	7,756
Net (increase)/decrease in liabilities from financing	(6,702	)
Movement in net (debt)/cash in the period	(50,608	)
Opening net cash/(debt)	43,425
Closing net (debt)/cash	(7,183	)

XML

Deferred taxes (Tables)

12 Months Ended

Dec. 31, 2017

Deferred taxes

Schedule of deferred tax liabilities

	As at December 31,
Thousands of euros	2017	2016	2015
Deferred tax liabilities	—	—	24
Total	—	—	24

Schedule of variation in deferred tax balances

Thousands of euros	Intangible assets		Tax losses		Other		Total
Balance at January 1, 2015	(9,512	)	9,512		(29	)	(29	)
Coretherapix acquisition	(1,532	)	1,532		—		—
Recognized in income statement—continuing operations	2,362		(2,362	)	5		5
Balance at December 31, 2015	(8,682	)	8,682		(24	)	(24	)
Recognized in income statement—continuing operations	(2,283	)	2,283		24		24
Balance at December 31, 2016	(10,965	)	10,965		—		—
Recognized in income statement—continuing operations	5,028		(5,028	)	—		—
Balance at December 31, 2017	(5,937	)	5,937		—		—

Schedule of temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized

	As at December 31,
Thousands of euros	2017	2016	2015
Unused tax losses	261,514	200,349	180,671
Unused tax credits	25,209	20,804	20,086
Notional interest deductions	642	1,748	3,033
Total	287,365	222,901	203,790

XML

Trade and other payables (Tables)

12 Months Ended

Dec. 31, 2017

Trade and other payables

Schedule of trade and other payables

	As at December 31,
Thousands of euros	2017	2016	2015
Trade payables	1,701	3,165	1,804
Other payables	2,656	1,982	1,545
Payables relating to personnel	2,258	1,967	1,410
Other	398	15	135
Total	4,357	5,147	3,349

XML

Other current liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Other current liabilities

Schedule of other current liabilities

	As at December 31,
Thousands of euros	2017	2016	2015
Accrued charges	13,100	3,277	4,711
Deferred income	1,320	394	233
Total	14,420	3,671	4,944

XML

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2017

Share-based payments

Schedule of activities under different pools of warrants

Number of options	Weighted average exercise price	Total		February 02, 2017		December 07, 2015		December 16, 2013		March 20, 2013		March 20, 2013	July 6, 2012		March 12, 2010	June 19, 2009		March 20, 2008		February 26, 2007
Number of options created	—	—		5,505,477		2,250,000		1,806,000		160,000		273,000	4,000,000		500,000	500,000		400,000		800,000
Weighted average exercise price (euros)	—	—		0.73		0.95		0.47		1.00		0.91	1.00		2.74	3.98		4.1		5.49
Fair value at grant date (euros)	—	—		0.49		0.68		0.35		0.2		0.43	0.17		2.00	3.53		2.56		2.64
Expiration date	—	—		02/19/2027		11/30/2025		11/30/2024		11/30/2019		11/30/2019	05/31/2022		11/30/2019	05/31/2019		11/30/2017		03/31/2017
Balance at January 1, 2015	1.53	6,594,676		—		—		1,724,730		160,000		273,000	3,342,833		158,000	139,800		286,500		509,813
Granted	0.96	1,766,218		—		1,766,218		—		—		—	—		—	—		—		—
Forfeited	1.00	(7,778	)	—		—		—		—		—	(7,778	)	—	—		—		—
Exercised	0.46	(9,030	)	—		—		(9,030	)	—		—	—		—	—		—		—
Balance at December 31, 2015	1.41	8,344,086		—		1,766,218		1,715,700		160,000		273,000	3,335,056		158,000	139,800		286,500		509,813
Granted	0.97	453,961		—		453,961		—		—		—	—		—	—		—		—
Forfeited	0.83	(179,417	)	—		(142,581	)	(17,119	)	(19,717	)	—	—		—	—		—		—
Balance at December 31, 2016	1.40	8,618,630		—		2,077,598		1,698,581		140,283		273,000	3,335,056		158,000	139,800		286,500		509,813
Granted	0.72	5,345,477		5,345,477		—		—		—		—	—		—	—		—		—
Forfeited	0.81	(335,116	)	(280,000	)	(55,116	)	—		—		—	—		—	—		—		—
Correction	2.74	92,500		—		—		—		—		—	—		92,500	—		—		—
Expired	6.54	(516,063	)	—		—		—		—		—	—		—	(3,750	)	(2,500	)	(509,813	)
Balance at December 31, 2017	0.95	13,205,428		5,065,477		2,022,482		1,698,581		140,283		273,000	3,335,056		250,500	136,050		284,000		—

XML

Related party transactions (Tables)

12 Months Ended

Dec. 31, 2017

Related party transactions

Schedule of combined remuneration package of key management

	Years ended December 31,
Thousands of euros	2017	2016	2015
Short-term benefits	1,823	1,600	1,387
Post-employment benefits	94	87	86
Share-based payments	674	470	104
Total	2,591	2,157	1,577

Schedule of compensation to independent directors

	As at December 31,
Thousands of euros	2017	2016	2015
Short-term benefits	234	158	173
Share-based payments	52	39	—
Total	286	197	173

XML

Segment information (Tables)

12 Months Ended

Dec. 31, 2017

Segment information

Summary of geographical information of non-current assets

	As at December 31,
Thousands of euros	2017	2016	2015
Belgium	142	154	2,159
Spain	42,282	51,927	52,082
Total	42,424	52,081	54,241

XML

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of operating lease commitments for future periods

	As at December 31,
Thousands of euros	2017	2016	2015
Within one year	593	474	590
In the second to fifth year	692	926	1,351
After five years	—	—	—
Total	1,285	1,401	1,941

XML

Consolidation scope (Tables)

12 Months Ended

Dec. 31, 2017

Consolidation scope

Schedule of consolidation scope

			Ownership interest
		Place of	As at December 31,
Legal Entity	Principal activity	incorporation	2017		2016		2015
TiGenix Romeinse straat 12, Box 2 3001 Leuven	Biopharmaceutical company	Belgium	100	%	100	%	100	%
TiGenix SAU Calle Marconi 1, Parque Tecnológico de Madrid Tres Cantos 28760 Madrid	Biopharmaceutical company	Spain	100	%	100	%	100	%
Coretherapix SLU Calle Marconi 1, Parque Tecnológico de Madrid Tres Cantos 28760 Madrid	Biopharmaceutical company	Spain	100	%	100	%	100	%
TiGenix Inc 1209 Orange Street Wilmington, Delaware	Biopharmaceutical company	U.S.A.	100	%	100	%	100	%
TiGenix US, Inc 1209 Orange Street Wilmington, Delaware	Biopharmaceutical company	U.S.A.	100	%	—		—

XML

General information (Disclosure) (Details)	Jan. 05, 2018
General information
Percentage of issued and outstanding shares of the company that are held by residents to purchase under offer	100.00%

XML

Summary of significant accounting policies - Basis of preparation (Details) € in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2017 EUR (€) employee	Dec. 31, 2017 EUR (€) agreement	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)	Jan. 19, 2018 EUR (€) shares	Nov. 06, 2017 EUR (€)	Nov. 05, 2017 EUR (€)	Mar. 06, 2015 EUR (€)	Dec. 31, 2014 EUR (€)
Summary of Significant Accounting Policies [Line Items]
Accumulated deficit	€ (189,850)	€ (189,850)	€ (116,201)	€ (120,002)
Profit (Loss) for the year		(74,826)	3,802	(35,069)
Net cash used in operating activities		(30,252)	3,548	(19,574)
Cash and cash equivalents	34,063	34,063	€ 77,969	€ 17,982					€ 13,471
Milestone payment receivable from Takeda	15,000	15,000
Negotiations to obtain loan from European Investment Bank	€ 25,000	€ 25,000
Maximum number of employee under InnovFin program of EIB | employee	3,000
Bonds issued						€ 18,000	€ 25,000	€ 25,000
Convertible debt						€ 18,000	€ 25,000	€ 25,000
Number of licensing agreements | agreement		1
Conversion of senior unsecured convertible bonds
Summary of Significant Accounting Policies [Line Items]
Number of Shares Issued for Conversion of Unsecured Bonds | shares					20,037,848
Bonds issued					€ 18,000
Convertible debt					€ 18,000

XML

Summary of significant accounting policies - Changes in Accounting estimates and judgements & Segment information(Details) € in Thousands	12 Months Ended
	Dec. 31, 2017 EUR (€) segment item
Summary of significant accounting policies
Exchange differences recognized in other comprehensive income | €	€ 1,331
Number of segments in the Group | segment	1
Number of business units in the Group | item	1

XML

Summary of significant accounting policies - Intangible assets (Details)	12 Months Ended
	Dec. 31, 2017
Internallygenerated intangible assets
Intangible assets
Amortization of intangible assets	10 years
Computer software
Intangible assets
Amortization of intangible assets	3 years
Maximum | Intangible assets acquired through a business combination
Intangible assets
Amortization of intangible assets	15 years
Maximum | Patents, licenses and other similar intangible assets acquired separately
Intangible assets
Amortization of intangible assets	20 years

XML

Summary of significant accounting policies - Financial liabilities (Details) € in Thousands	Dec. 31, 2017 EUR (€)
Summary of significant accounting policies
Non-derivative financial liabilities accounted for at fair value through profit or loss	€ 0
Effective interest rate (as a percent)	20.00%
Contractual interest rate	12.50%

XML

Critical accounting judgments and key sources of estimation uncertainty (Details) € in Thousands	1 Months Ended	3 Months Ended	12 Months Ended			24 Months Ended
	Jul. 31, 2016 EUR (€)	Dec. 31, 2017 EUR (€) employee	Dec. 31, 2017 EUR (€) item	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)	Dec. 31, 2015 EUR (€)	Dec. 31, 2011 EUR (€)	Jul. 31, 2015 EUR (€)	Dec. 31, 2014 EUR (€)
Critical accounting judgments and key sources of estimation uncertainty
Accumulated deficit		€ (189,850)	€ (189,850)	€ (116,201)	€ (120,002)	€ (120,002)
Profit (Loss) for the year			(74,826)	3,802	(35,069)
Net cash (used in) provided by operating activities			(30,252)	3,548	(19,574)
Cash and cash equivalents		34,063	34,063	77,969	17,982	17,982			€ 13,471
Milestone payment receivable from Takeda		15,000	15,000
Negotiations to obtain loan from European Investment Bank		€ 25,000	€ 25,000
Maximum number of employee under InnovFin program of EIB | employee		3,000
Number of product development routes | item			9
Impairment of assets
Carrying value		€ 36,160	€ 36,160	46,584	48,993	48,993
Tax credits related to subsidiaries		25,800	25,800
Deferred tax assets recognized on net operating losses		0	0
Tax credit receivables recognized						3,800
ChondroCelect
Impairment of assets
Useful life							10 years
Intellectual property
Impairment of assets
Carrying value		22,863	22,863	25,601	26,540	26,540
Intellectual property | Cx601
Impairment of assets
Carrying value	€ 1,700
Useful life	10 years
Development
Impairment of assets
Carrying value		899	899	€ 18,273	19,987	19,987
TiGenix SAU | Cx601
Impairment of assets
Development costs capitalized							€ 1,700
Carrying value	€ 1,700	€ 1,500	€ 1,500
TiGenix SAU | Intellectual property
Impairment of assets
Useful life	10 years
TiGenix SAU | Development
Impairment of assets
Carrying value					€ 2,600	€ 2,600
Coretherapix
Critical accounting judgments and key sources of estimation uncertainty
Number of product development routes | item			9
Impairment of assets
Issued share capital acquired (in percent)								100.00%
Goodwill								€ 717
Coretherapix | Development
Impairment of assets
Allocation of purchase price								17,400
Coretherapix | Other intangible assets
Impairment of assets
Allocation of purchase price								€ 277

XML

Critical accounting judgments and key sources of estimation uncertainty - Derivative financial instruments (Details)		1 Months Ended			12 Months Ended			24 Months Ended
	Apr. 22, 2014 shares	Dec. 31, 2017 € / shares	May 31, 2015 EUR (€)	Apr. 30, 2014 € / shares shares	Dec. 31, 2017 EUR (€) item € / shares	Dec. 31, 2016 € / shares	Dec. 31, 2015 € / shares	Dec. 31, 2017 € / shares	Mar. 06, 2018 € / shares
Derivative financial instruments - Warrants Issued
Warrants exercised by Kreos Capital (as a percent)				33.33%
Dividend paid | €					€ 0
Black Scholes model
Derivative financial instruments - Warrants Issued
Dividend yield (as a percent)		0.00%
Present Price (in Euros)						€ 0.71	€ 1.19
Conversion Price (in Euros)						€ 0.7449	€ 0.74
Reference Period Days						2 years 3 months 22 days	3 years 3 months 22 days
Annual Volatility (as a percent)						66.60%	66.70%
Black Scholes model | Minimum
Derivative financial instruments - Warrants Issued
Period for calculation of risk-free interest rate, futures		1 year
Black Scholes model | Maximum
Derivative financial instruments - Warrants Issued
Period for calculation of risk-free interest rate, liquid euro deposit rates		1 year
Period for calculation of risk-free interest rate, futures		6 years
Monte Carlo model
Derivative financial instruments - Warrants Issued
Present Price (in Euros)		€ 1.70			€ 1.70			€ 1.70
Conversion Price (in Euros)									€ 0.8983
Interest rate annual (as a percent)					(0.48%)
Reference Period Days					60 days
No of iterations | item					10,000
Annual Volatility (as a percent)					122.97%
Average Conversion Price		0.8982			€ 0.8982			€ 0.8982
No of anticipated redemptions | item					9,003
Kreos loan
Derivative financial instruments - Warrants Issued
Number of cash settled warrants issued and granted | shares	1,994,302			1,994,302
Warrants exercised by Kreos Capital (as a percent)			33.33%
Warrants exercised by Kreos Capital | €			€ 163,333
Warrants put option lapsed (as a percent)								66.67%
Warrants conversion rate		€ 0.75		€ 0.75

XML

Business Combination - Acquisition of Coretherapix (Details) € in Thousands, EquityInstruments in Millions	Jul. 31, 2015 EUR (€) EquityInstruments
Business combination
Nominal value of receivables of the sole shareholder transferred and assigned	€ 1,200
Coretherapix
Business combination
Percentage of share capital acquired	100.00%
Nominal value of certain receivables acquired from the sole shareholder	€ 3,306
Number of ordinary shares issued | EquityInstruments	7.7
Market value of shares	€ 6,093
Cash payment for receivables acquired	€ 1,154

XML

Business Combination - Acquisition of Coretherapix - Fair values of the assets acquired and liabilities assumed and Total consideration of the business combination (Details) - Coretherapix € / shares in Units, € in Thousands	Jul. 31, 2015 EUR (€) € / shares
Fair value of assets acquired and liabilities assumed
Accounts receivable (received from Genetrix)	€ 3,306
Other net asset acquired:
Property, Plant and equipment	109
Other current assets	1,310
Cash	3
Financial Loans	(3,870)
Trade & other payables	(635)
Total Net Asset Acquired	17,874
Total Consideration	18,591
Goodwill on acquisition	717
Total consideration of the business combination
Cash consideration payable	1,154
Issuance of ordinary shares of TiGenix, N.V. according to the contribution agreement	6,093
Estimated fair value of contingent consideration	11,344
Total Purchase Price	€ 18,591
Share price base | € / shares	€ 0.79
Development
Fair value of assets acquired and liabilities assumed
Intangible assets acquired	€ 17,374
Other intangible assets
Fair value of assets acquired and liabilities assumed
Intangible assets acquired	€ 277

XML

Business Combination - Acquisition of Coretherapix - Terms of acquisition (Details) € in Thousands	12 Months Ended
	Dec. 31, 2017 EUR (€) item	Dec. 31, 2015 EUR (€)	Mar. 31, 2017 EUR (€)	Jul. 31, 2015 EUR (€)	Dec. 31, 2014 EUR (€)	Dec. 31, 2013 EUR (€)
Business combination
Number of product development routes | item	9
Coretherapix
Business combination
Total acquisition related transaction costs		€ 300
Number of product development routes | item	9
Number of options considered under the decision tree | item	2
Number of years in Phase II Pivotal trial that ends at YE 2020	3 years
Number of years of market approval process that ends at YE 2022	2 years
Number of years in Phase II b trial that ends at YE 2020	3 years
Number of years in Phase III trial that ends at YE 2023	3 years
Number of years of market approval process that ends at FY 2025	2 years
Annual discount rate (as a percent)	15.00%
Coretherapix | Minimum
Business combination
Range evaluated for market penetration	20.00%
Price range of the products	€ 8
Coretherapix | Maximum
Business combination
Range evaluated for market penetration	40.00%
Price range of the products	€ 16
Coretherapix | Contribution Agreement
Business combination
Amount of net sales at which sales milestones start	150,000
Amount of net sales above which last amount is payable	750,000
European Union and CNIC | Coretherapix
Business combination
Amount receivable from counterparties, included in other current assets acquired						€ 600
Spanish Tax Authorities | Coretherapix
Business combination
Amount receivable from counterparties, included in other current assets acquired					€ 500
Genetrix S.L | Contribution Agreement
Business combination
Amount of new ordinary shares to be received by the sole shareholder depending on the results of the clinical trial			€ 5,000	€ 15,000
Additional amount receivable	245,000
Amount of milestone payment receivable per additional product reaching the market	€ 25,000

XML

Business Combination - Acquisition of Coretherapix - Reconciliation of fair value measurement of the contingent consideration (Details) - Coretherapix - EUR (€) € in Thousands	5 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of fair value measurement of the contingent consideration
Balance at beginning of the period		€ 12,858	€ 12,029
Liability arising on business combination	€ 11,344
Fair value changes recognized in profit or loss (Financial expenses)	685
Fair value changes recognised in profit or loss (Operating expenses)		550	829
Milestone payment in TiGenix shares		(5,000)
Balance at end of the period	€ 12,029	€ 8,408	€ 12,858

XML

Business Combination - Acquisition of Coretherapix - Potential effect of changes in significant unobservable valuation inputs (Details) - Coretherapix € in Millions	12 Months Ended
	Dec. 31, 2016 EUR (€)
Potential effect of changes in significant unobservable valuation inputs
Percentage of increase in discount rate	10.00%
Percentage of decrease in discount rate	10.00%
Effect of increase in discount rate	€ (0.8)
Effect of decrease in discount rate	€ 1.0
Percentage of increase in market penetration rate	10.00%
Percentage of decrease in market penetration rate	10.00%
Effect of increase in market penetration rate	€ 1.1
Effect of decrease in market penetration rate	€ (0.4)
Percentage of increase in price of the product	10.00%
Percentage of decrease in price of the product	10.00%
Effect of increase in price of the product	€ 1.1
Effect of decrease in price of the product	€ (0.4)

XML

Business Combination - Acquisition of Coretherapix - Other Information (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2015	Jul. 31, 2015
Business combination
Impairment of assets	€ 10,636	€ 1,121
Coretherapix
Business combination
Value in use of acquired assets	0
Impairment of assets	18,100
Derecognition of liability	8,400
Fair value changes in contingent consideration	500
Impact of impairment of asset and cancellation of liability, recognized as research and development expense	€ 10,200
Deferred tax liability recorded		1,500	€ 1,500
Losses		1,400
Revenues		2
Proforma revenues		700
Proforma losses		€ 2,500

XML

Financial instruments and financial risk management - Categories of financial instruments (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Categories of financial instruments
Financial Liabilities	€ 16,341	€ 15,587	€ 26,351
Loans, receivables and cash and cash equivalents
Categories of financial instruments
Financial assets	36,415	85,134	26,837
Cash and cash equivalents (including cash balances in disposal group held for sale) | Loans, receivables and cash and cash equivalents
Categories of financial instruments
Financial assets	34,063	77,969	17,982
Other non current assets | Loans, receivables and cash and cash equivalents
Categories of financial instruments
Financial assets	1,801	3,855	4,764
Trade receivables | Loans, receivables and cash and cash equivalents
Categories of financial instruments
Financial assets	78	1,728	1,687
Other current financial assets | Loans, receivables and cash and cash equivalents
Categories of financial instruments
Financial assets	473	1,582	2,404
Amortized cost
Categories of financial instruments
Financial Liabilities	27,049	34,982	32,421
Amortized cost | Financial loans
Categories of financial instruments
Financial Liabilities	7,171	10,268	11,777
Amortized cost | Convertible notes (ordinary note)
Categories of financial instruments
Financial Liabilities	17,780	21,548	18,840
Amortized cost | Trade payables
Categories of financial instruments
Financial Liabilities	2,098	3,166	1,804
Fair value through profit or loss | Convertible notes (warrant)
Categories of financial instruments
Financial Liabilities	€ 16,341	2,379	13,337
Fair value through profit or loss | Other financial liabilities
Categories of financial instruments
Financial Liabilities		350	985
Fair value through profit or loss | Other liabilities contingent consideration
Categories of financial instruments
Financial Liabilities		€ 12,858	€ 12,029

XML

Financial instruments and financial risk management - Fair value of financial instruments (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair value of financial instruments
Financial Liabilities	€ 16,341	€ 15,587	€ 26,351
Market credit risk
Discount rate	2.70%	3.03%	4.97%
Loans, receivables and cash and cash equivalents
Fair value of financial instruments
Financial assets	€ 36,415	€ 85,134	€ 26,837
Loans, receivables and cash and cash equivalents | At fair value
Fair value of financial instruments
Financial assets at fair value	1,802	3,855	4,764
Loans, receivables and cash and cash equivalents | Not at fair value
Fair value of financial instruments
Financial assets	1,801	3,855	4,764
Other non current assets | Loans, receivables and cash and cash equivalents
Fair value of financial instruments
Financial assets	1,801	3,855	4,764
Other non current assets | Loans, receivables and cash and cash equivalents | Not at fair value
Fair value of financial instruments
Financial assets	1,801	3,855	4,764
Other non current assets | Loans, receivables and cash and cash equivalents | Level 2 | At fair value
Fair value of financial instruments
Financial assets at fair value	1,802	3,855	4,764
Amortized cost
Fair value of financial instruments
Financial Liabilities	27,049	34,982	32,421
Amortized cost | At fair value
Fair value of financial instruments
Financial Liabilities at fair value	27,805	40,898	44,005
Amortized cost | Not at fair value
Fair value of financial instruments
Financial Liabilities	24,951	31,816	30,617
Amortized cost | Financial loans
Fair value of financial instruments
Financial Liabilities	7,171	10,268	11,777
Amortized cost | Financial loans | Not at fair value
Fair value of financial instruments
Financial Liabilities	7,171	10,268	11,777
Amortized cost | Financial loans | Level 2 | At fair value
Fair value of financial instruments
Financial Liabilities at fair value	9,885	13,436	16,180
Amortized cost | Convertible notes (ordinary note)
Fair value of financial instruments
Financial Liabilities	17,780	21,548	18,840
Amortized cost | Convertible notes (ordinary note) | Not at fair value
Fair value of financial instruments
Financial Liabilities	17,780	21,548	18,840
Amortized cost | Convertible notes (ordinary note) | Level 2 | At fair value
Fair value of financial instruments
Financial Liabilities at fair value	17,920	27,462	27,825
Fair value through profit or loss | At fair value
Fair value of financial instruments
Financial Liabilities at fair value	16,341	15,587	26,351
Fair value through profit or loss | Not at fair value
Fair value of financial instruments
Financial Liabilities	16,341	15,587	26,351
Fair value through profit or loss | Convertible notes (warrant)
Fair value of financial instruments
Financial Liabilities	16,341	2,379	13,337
Fair value through profit or loss | Convertible notes (warrant) | Not at fair value
Fair value of financial instruments
Financial Liabilities	16,341	2,379	13,337
Fair value through profit or loss | Convertible notes (warrant) | Level 3 | At fair value
Fair value of financial instruments
Financial Liabilities at fair value	€ 16,341	2,379	13,337
Fair value through profit or loss | Other financial liabilities
Fair value of financial instruments
Financial Liabilities		350	985
Fair value through profit or loss | Other financial liabilities | Not at fair value
Fair value of financial instruments
Financial Liabilities		350	985
Fair value through profit or loss | Other financial liabilities | Level 2 | At fair value
Fair value of financial instruments
Financial Liabilities at fair value		350	985
Fair value through profit or loss | Other liabilities contingent consideration
Fair value of financial instruments
Financial Liabilities		12,858	12,029
Fair value through profit or loss | Other liabilities contingent consideration | Not at fair value
Fair value of financial instruments
Financial Liabilities		12,858	12,029
Fair value through profit or loss | Other liabilities contingent consideration | Level 3 | At fair value
Fair value of financial instruments
Financial Liabilities at fair value		€ 12,858	€ 12,029

XML

Financial instruments and financial risk management - Currency Risk (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Currency Risk
Financial liabilities	€ 16,341	€ 15,587	€ 26,351
Currency risk
Currency Risk
Financial assets	34,141	79,697	19,669
Financial liabilities	43,850	50,870	59,513
Currency risk | EUR
Currency Risk
Financial assets	33,889	79,048	19,436
Financial liabilities	43,696	49,888	59,440
Currency risk | USD
Currency Risk
Financial assets	248	524	54
Financial liabilities	119	955	33
Currency risk | GBP
Currency Risk
Financial assets		123	179
Financial liabilities	35	27	5
Currency risk | CHF
Currency Risk
Financial assets	2	2
Financial liabilities			35
Currency risk | Trade payables
Currency Risk
Financial liabilities	2,098	3,166	1,804
Currency risk | Trade payables | EUR
Currency Risk
Financial liabilities	1,944	2,184	1,731
Currency risk | Trade payables | USD
Currency Risk
Financial liabilities	119	955	33
Currency risk | Trade payables | GBP
Currency Risk
Financial liabilities	35	27	5
Currency risk | Trade payables | CHF
Currency Risk
Financial liabilities			35
Currency risk | Other liabilities contingent consideration
Currency Risk
Financial liabilities		12,858	12,029
Currency risk | Other liabilities contingent consideration | EUR
Currency Risk
Financial liabilities		12,858	12,029
Currency risk | Borrowings
Currency Risk
Financial liabilities	41,752	34,846	45,680
Currency risk | Borrowings | EUR
Currency Risk
Financial liabilities	41,752	34,846	45,680
Cash and cash equivalents (including cash balances in disposal group held for sale) | Currency risk
Currency Risk
Financial assets	34,063	77,969	17,982
Cash and cash equivalents (including cash balances in disposal group held for sale) | Currency risk | EUR
Currency Risk
Financial assets	33,811	77,320	17,749
Cash and cash equivalents (including cash balances in disposal group held for sale) | Currency risk | USD
Currency Risk
Financial assets	248	524	54
Cash and cash equivalents (including cash balances in disposal group held for sale) | Currency risk | GBP
Currency Risk
Financial assets		123	179
Cash and cash equivalents (including cash balances in disposal group held for sale) | Currency risk | CHF
Currency Risk
Financial assets	2	2
Trade receivables | Currency risk
Currency Risk
Financial assets	78	1,728	1,687
Trade receivables | Currency risk | EUR
Currency Risk
Financial assets	€ 78	€ 1,728	€ 1,687

XML

Financial instruments and financial risk management - Liquidity Risk (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Liquidity Risk
Undiscounted cash flows	€ 29,800	€ 44,142	€ 50,753
Within 1 year
Liquidity Risk
Undiscounted cash flows	21,449	7,803	8,279
2 years
Liquidity Risk
Undiscounted cash flows	1,243	28,669	7,389
3 years
Liquidity Risk
Undiscounted cash flows	1,285	1,196	28,388
4 years
Liquidity Risk
Undiscounted cash flows	1,376	1,285	1,146
5 years
Liquidity Risk
Undiscounted cash flows	1,310	1,285	1,146
6 years
Liquidity Risk
Undiscounted cash flows	1,159	1,219	1,146
After 6 years
Liquidity Risk
Undiscounted cash flows	1,978	2,684	3,258
Noninterest bearing
Liquidity Risk
Undiscounted cash flows	2,779	3,251	3,718
Noninterest bearing | Within 1 year
Liquidity Risk
Undiscounted cash flows	471	471	468
Noninterest bearing | 2 years
Liquidity Risk
Undiscounted cash flows	471	471	471
Noninterest bearing | 3 years
Liquidity Risk
Undiscounted cash flows	471	471	471
Noninterest bearing | 4 years
Liquidity Risk
Undiscounted cash flows	471	471	471
Noninterest bearing | 5 years
Liquidity Risk
Undiscounted cash flows	405	471	471
Noninterest bearing | 6 years
Liquidity Risk
Undiscounted cash flows	254	405	471
Noninterest bearing | After 6 years
Liquidity Risk
Undiscounted cash flows	236	490	895
Madrid Network loans
Liquidity Risk
Undiscounted cash flows	5,062	5,739	6,301
Madrid Network loans | Within 1 year
Liquidity Risk
Undiscounted cash flows	675	675	563
Madrid Network loans | 2 years
Liquidity Risk
Undiscounted cash flows	675	675	675
Madrid Network loans | 3 years
Liquidity Risk
Undiscounted cash flows	675	675	675
Madrid Network loans | 4 years
Liquidity Risk
Undiscounted cash flows	675	675	675
Madrid Network loans | 5 years
Liquidity Risk
Undiscounted cash flows	675	675	675
Madrid Network loans | 6 years
Liquidity Risk
Undiscounted cash flows	675	675	675
Madrid Network loans | After 6 years
Liquidity Risk
Undiscounted cash flows	€ 1,012	€ 1,688	€ 2,363
Madrid Network loans | Fixed interest rate
Liquidity Risk
Interest rate (as a percent)	1.46%	1.46%	1.46%
Fixed interest rate borrowings, 0.33%
Liquidity Risk
Interest rate (as a percent)		0.33%
Undiscounted cash flows	€ 1,608	€ 972
Fixed interest rate borrowings, 0.33% | 2 years
Liquidity Risk
Undiscounted cash flows	49
Fixed interest rate borrowings, 0.33% | 3 years
Liquidity Risk
Undiscounted cash flows	139	49
Fixed interest rate borrowings, 0.33% | 4 years
Liquidity Risk
Undiscounted cash flows	230	139
Fixed interest rate borrowings, 0.33% | 5 years
Liquidity Risk
Undiscounted cash flows	230	139
Fixed interest rate borrowings, 0.33% | 6 years
Liquidity Risk
Undiscounted cash flows	230	139
Fixed interest rate borrowings, 0.33% | After 6 years
Liquidity Risk
Undiscounted cash flows	€ 730	506
Fixed interest rate borrowings, 0.33% | Fixed interest rate
Liquidity Risk
Interest rate (as a percent)	0.33%
Roll-over credit facility
Liquidity Risk
Undiscounted cash flows		20	€ 60
Roll-over credit facility | Within 1 year
Liquidity Risk
Undiscounted cash flows		20	40
Roll-over credit facility | 2 years
Liquidity Risk
Undiscounted cash flows			20
Kreos loan
Liquidity Risk
Undiscounted cash flows	€ 1,324	5,297	9,063
Kreos loan | Within 1 year
Liquidity Risk
Undiscounted cash flows	€ 1,324	3,973	3,973
Kreos loan | 2 years
Liquidity Risk
Undiscounted cash flows		€ 1,324	3,973
Kreos loan | 3 years
Liquidity Risk
Undiscounted cash flows			€ 1,117
Kreos loan | Fixed interest rate
Liquidity Risk
Interest rate (as a percent)	12.50%	12.50%	12.50%
Senior, unsecured convertible bonds due 2018
Liquidity Risk
Undiscounted cash flows	€ 18,810	€ 28,375	€ 30,625
Senior, unsecured convertible bonds due 2018 | Within 1 year
Liquidity Risk
Undiscounted cash flows	€ 18,810	2,250	2,250
Senior, unsecured convertible bonds due 2018 | 2 years
Liquidity Risk
Undiscounted cash flows		€ 26,125	2,250
Senior, unsecured convertible bonds due 2018 | 3 years
Liquidity Risk
Undiscounted cash flows			€ 26,125
Senior, unsecured convertible bonds due 2018 | Fixed interest rate
Liquidity Risk
Interest rate (as a percent)	9.00%	9.00%	9.00%
Leasings
Liquidity Risk
Undiscounted cash flows	€ 217	€ 137
Leasings | Within 1 year
Liquidity Risk
Undiscounted cash flows	169	63
Leasings | 2 years
Liquidity Risk
Undiscounted cash flows	€ 48	74
Other financial liabilities
Liquidity Risk
Undiscounted cash flows		350	€ 985
Other financial liabilities | Within 1 year
Liquidity Risk
Undiscounted cash flows		€ 350	€ 985

XML

Financial instruments and financial risk management - Borrowings (Details) € / shares in Units, € in Millions							1 Months Ended			12 Months Ended
	Dec. 19, 2017 shares	Nov. 10, 2017 EUR (€) shares	Nov. 06, 2017 EUR (€) shares	Dec. 14, 2015 shares	Jul. 31, 2015	Apr. 22, 2014 shares	Dec. 31, 2017 € / shares	May 31, 2015 shares	Apr. 30, 2014 EUR (€) tranche D € / shares shares	Dec. 31, 2017	Dec. 31, 2016 € / shares	Dec. 31, 2015 € / shares	Mar. 06, 2018 EUR (€)	Nov. 05, 2017 EUR (€)	Sep. 06, 2017	Mar. 06, 2017	Mar. 06, 2015 EUR (€)	Sep. 30, 2014 EUR (€)	May 31, 2014 EUR (€)	Feb. 03, 2014 EUR (€)	Dec. 31, 2013 EUR (€) AnnualPayment	Dec. 20, 2013 EUR (€) tranche	Jan. 31, 2012 EUR (€)
Fair value of financial instruments
Total principal amount			€ 18.0											€ 25.0			€ 25.0
Warrants to be exercised by Kreos Capital (as a percent)									33.33%
Warrants exercised by Kreos Capital (in shares) | shares	1,329,535			9,030				664,767
Effective interest rate (as a percent)							20.00%			20.00%
Senior, unsecured convertible bonds due 2018
Fair value of financial instruments
Total principal amount																	€ 25.0
Redemption percentage															100.00%	100.00%	100.00%
Coupon percentage															9.00%	9.00%	9.00%
Amount of bonds converted		€ 7.0	€ 7.0
Shares issued upon conversion | shares		7,792,496	7,792,496
Bonds available at maturity date													€ 18.0
Innpacto Program, Interest free loan
Fair value of financial instruments
Debt instrument term					10 years
Grace Period					3 years
Number of annual payments | AnnualPayment																					2
Effective interest rate (as a percent)							20.35%			20.35%
Innpacto Program first annual instalment
Fair value of financial instruments
Original amount of loans received																							€ 0.5
Innpacto Program second annual instalment
Fair value of financial instruments
Original amount of loans received																					€ 0.5
Innpacto Program third annual instalment
Fair value of financial instruments
Original amount of loans received																					€ 0.1
Kreos loan
Fair value of financial instruments
Debt instrument term										4 years
Number of annual payments | tranche																						3
Loan facility maximum amount																						€ 10.0
Number of warrants issued to Kreos Capital | shares						1,994,302			1,994,302
Warrants exercise price | € / shares							€ 0.75		€ 0.75
Number of tranches for the put option | tranche									3
Warrants to be exercised by Kreos Capital (as a percent)								33.33%
Number of tranches that can be exercised in 12 month period | tranche									1
Share price above which the put option cannot be exercised | € / shares									€ 0.9957
Consecutive trading days for the put option to lapse | D									30
Effective interest rate (as a percent)									20.16%
Fair value of warrants									€ 0.7
Kreos loan, Tranche 1
Fair value of financial instruments
Original amount of loans received																				€ 5.0
Drawn Amount																				€ 5.0
Kreos loan, Tranche 2
Fair value of financial instruments
Original amount of loans received																			€ 2.5
Drawn Amount																			€ 2.5
Kreos loan, Tranche 3
Fair value of financial instruments
Original amount of loans received																		€ 2.5
Drawn Amount																		€ 2.5
Black Scholes model
Fair value of financial instruments
Share price | € / shares											€ 0.71	€ 1.19
Strike price | € / shares											€ 0.7449	€ 0.74
Volatility rate (as a percent)											66.60%	66.70%
Duration											2 years 3 months 22 days	3 years 3 months 22 days
Risk free interest rate (as a percent)											(0.16%)	0.10%

XML

Financial instruments and financial risk management - Market Risk Sensitivity Analysis (Details) - Market risk - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016
Market Risk Sensitivity Analysis
Reasonably possible increase in share price (as a percent)	10.00%	10.00%
Reasonably possible decrease in in share price (as a percent)	10.00%	(10.00%)
Impact of reasonably possible increase in share price	€ 2,779	€ 238
Impact of reasonably possible decrease in share price	€ (2,632)	€ (38)
Reasonably possible increase in volatility (as a percent)	10.00%	10.00%
Reasonably possible decrease in volatility (as a percent)	10.00%	(10.00%)
Impact of reasonably possible increase in volatility of shares	€ 485	€ 238
Impact of reasonably possible decrease in volatility of shares	€ (461)	€ (238)

XML

Revenues and other operating income (Details) - EUR (€) € in Thousands		12 Months Ended
	Jul. 04, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of Revenue and Other Operating Income [Line Items]
Royalties			€ 395	€ 537
License revenues		€ 0	25,000
Grant income		589	725	855
Other operating income		317	670	848
Total revenues and other operating income		906	€ 26,790	€ 2,240
Licensing Agreement with Takeda
Disclosure of Revenue and Other Operating Income [Line Items]
Initial upfront fee	€ 25,000
Second milestone payment	€ 15,000
Expected investment		3,500
Contribution from commitments		1,700
Deferred revenue		€ 1,300
Percentage of work completed		50.00%
Work performed till date		€ 2,600

XML

Operating charges (Details) € in Thousands	12 Months Ended
	Dec. 31, 2017 EUR (€) employee	Dec. 31, 2016 EUR (€) employee	Dec. 31, 2015 EUR (€) employee
Research and development expenses
Employee benefits expenses	€ 6,931	€ 5,000	€ 3,500
Depreciation and amortization	3,352	3,115	2,604
Impairment losses	10,636		1,121
Lab fees and other operating expenses	20,114	9,265	8,868
Other expenses	3,180	4,074	3,540
Total	44,213	21,454	19,633
General and administrative expenses
Employee benefits expenses	4,698	3,949	2,772
Depreciation and amortization expense	202	89	668
Services and other sundry expenses	4,880	3,240	2,227
Other expenses	93	1,085	1,016
Total	9,873	8,363	6,683
Employee benefits expenses and mandate contractors
Wages, salaries, fees and bonuses	8,804	6,968	5,097
Social security cost	1,033	889	624
Group & Hospitalization insurance	101	97	43
Sharebased compensation	1,623	914	148
Other expenses	68	82	360
Total	€ 11,629	€ 8,949	€ 6,272
Number of employees and mandate contractors
Research and development staff | employee	62	56	43
General and administrative staff | employee	27	24	20
Total | employee	89	80	63

XML

Financial result (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financial result
Interest income on bank deposits	€ 6	€ 19	€ 10
Fair value gains		11,593
Other interest income	212	137	138
Total financial income	218	11,749	148
Interest on borrowings	(7,067)	(6,985)	(6,525)
Fair value losses	(14,623)		(6,654)
Impairment and losses on disposal of financial instruments			(161)
Other finance costs		(303)	(126)
Total financial expenses	(21,690)	(7,288)	(13,466)
Net foreign exchange differences	(60)	232	1,000
Financial result	€ (21,532)	€ 4,693	€ (12,318)

XML

Income tax benefits (Details) - EUR (€) € in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2015
Income tax benefits
Income tax benefits	€ 114	€ (2,136)	€ (1,325)
Tax credit receivables recognized				€ 3,800
TiGenix SAU
Income tax benefits
Tax credit receivables recognized	€ 0	€ 1,900

XML

Income tax benefits - Income tax expense for reconciled to accounting profit (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income tax expense reconciled to the accounting profit
Income tax rate (as a percent)	25.00%	29.58%	33.00%	33.00%	33.00%
Profit/(Loss) before taxes			€ (74,712)	€ 1,666	€ (36,394)
Income tax expense calculated at 33.99%			(24,655)	566	(12,370)
Effect of income that is exempt from taxation					(2)
Effect of expenses that are not deductible			6,622	43	63
Effect of unused tax losses and tax offsets not recognized as deferred tax assets			15,250	(121)	11,303
Effect of different tax rates in foreign jurisdictions			2,783	(488)	1,006
Effect of the incentives of Spanish Tax Law 14/2013				2,136	1,325
Other			(114)
Total			€ (114)	€ 2,136	€ 1,325

XML

Earnings per share (Details) - EUR (€) € / shares in Units, € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Feb. 20, 2017
Earnings per share
Number of warrants issued (in shares)				5,505,477
Number of warrants granted (in shares)				5,345,477
Number of warrants to be granted (in shares)	160,000
CONTINUING OPERATIONS
Profit (loss) for the period	€ (74,826)	€ 3,802	€ (35,069)
Weighted average number of shares for the purpose of basic earnings per share	263,978,780	199,946,147	164,487,813
Basic income (loss) per share (in euros)	€ (0.28)	€ 0.02	€ (0.21)
POTENTIAL DILUTIVE INSTRUMENTS
Number of share-based options (out-of-the-money)	26,919,213	5,098,316	34,937,688
Number of shared-based options (in-the-money) with dilutive effect	0	32,680,195	3,045,235
Weighted average number of shares for the purpose of diluted earnings per share	263,978,780	232,626,342	167,533,048
Diluted income (loss) per share (in euros)	€ (0.28)	€ 0.02	€ (0.21)

XML

Intangible assets (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	€ 46,584	€ 48,993
Balance at the end of the year	36,160	46,584	€ 48,993
Development
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	18,273	19,987
Balance at the end of the year	899	18,273	19,987
Goodwill
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	717	717
Balance at the end of the year		717	717
Intellectual property
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	25,601	26,540
Balance at the end of the year	22,863	25,601	26,540
Patents and licences
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	1,981	1,749
Balance at the end of the year	12,387	1,981	1,749
Computer software
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	11
Balance at the end of the year	11	11
COST
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	65,566	65,347	46,393
Additions-separately acquired	11,166	631	587
Coretherapix acquisition			18,368
Disposals	(131)	(412)
Balance at the end of the year	76,601	65,566	65,347
COST | Development
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	20,731	22,445	5,071
Coretherapix acquisition			17,374
Reclassification		(1,714)
Balance at the end of the year	20,731	20,731	22,445
COST | Goodwill
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	717	717
Coretherapix acquisition			717
Balance at the end of the year	717	717	717
COST | Intellectual property
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	40,231	38,517	38,504
Additions-separately acquired			13
Reclassification		1,714
Balance at the end of the year	40,231	40,231	38,517
COST | Patents and licences
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	2,750	2,546	1,695
Additions-separately acquired	11,166	617	574
Coretherapix acquisition			277
Disposals	(131)	(412)
Balance at the end of the year	13,785	2,750	2,546
COST | Computer software
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	1,137	1,122	1,122
Additions-separately acquired		15
Balance at the end of the year	1,137	1,137	1,122
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	(18,983)	(16,354)	(12,221)
Disposals	130	146
Reclassification	(18,494)
Amortisation expense	(3,094)	(2,774)	(3,012)
Impairment			(1,121)
Balance at the end of the year	(40,441)	(18,983)	(16,354)
ACCUMULATED DEPRECIATION AND IMPAIRMENT | Development
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	(2,458)	(2,458)	(1,097)
Reclassification	(17,374)
Amortisation expense			(240)
Impairment			(1,121)
Balance at the end of the year	(19,832)	(2,458)	(2,458)
ACCUMULATED DEPRECIATION AND IMPAIRMENT | Goodwill
Disclosure of reconciliation of changes in intangible assets and goodwill
Reclassification	(717)
Balance at the end of the year	(717)
ACCUMULATED DEPRECIATION AND IMPAIRMENT | Intellectual property
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	(14,630)	(11,977)	(9,412)
Amortisation expense	(2,738)	(2,653)	(2,565)
Balance at the end of the year	(17,368)	(14,630)	(11,977)
ACCUMULATED DEPRECIATION AND IMPAIRMENT | Patents and licences
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	(769)	(797)	(591)
Disposals	130	146
Reclassification	(403)
Amortisation expense	(356)	(118)	(206)
Balance at the end of the year	(1,398)	(769)	(797)
ACCUMULATED DEPRECIATION AND IMPAIRMENT | Computer software
Disclosure of reconciliation of changes in intangible assets and goodwill
Balance at the beginning of the year	(1,126)	(1,122)	(1,120)
Amortisation expense		(4)	(2)
Balance at the end of the year	€ (1,126)	€ (1,126)	€ (1,122)

XML

Intangible assets - Business combination (Details) € in Thousands	1 Months Ended	12 Months Ended			24 Months Ended
	Jul. 31, 2016 EUR (€)	Dec. 31, 2017 EUR (€) item	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)	Dec. 31, 2011	Jul. 31, 2015 EUR (€)
Disclosure of detailed information about intangible assets
Impairment losses		€ 10,636		€ 1,121
Consequence of business combination
Carrying value		36,160	€ 46,584	€ 48,993
Mesoblast
Consequence of business combination
Consideration payments		20,000
Consideration payments in upfront		5,000
Consideration payments within 12 months		5,000
Consideration payments in product regulatory milestones		€ 10,000
Coretherapix
Consequence of business combination
Issued share capital acquired (in percent)						100.00%
Goodwill						€ 717
Length of period for financial budgets used for cash flow projections			15 years
Period exceeded for financial budgets used for cash flow projections			5 years
Post tax discount rate		15.00%	15.00%	15.00%
Value in use of the project		€ 0
Coretherapix | Minimum
Consequence of business combination
Post tax discount rate			13.00%
Coretherapix | Maximum
Consequence of business combination
Post tax discount rate			15.00%
ChondroCelect
Disclosure of detailed information about intangible assets
Useful life					10 years
Impairment losses				€ 1,100
Cx601 | TiGenix SAU
Consequence of business combination
Carrying value	€ 1,700	€ 1,500
Development
Consequence of business combination
Number of possible scenarios | item		9
Carrying value		€ 899	€ 18,273	19,987
Development | Coretherapix
Consequence of business combination
Allocation of purchase price						17,400
Development | TiGenix SAU
Consequence of business combination
Carrying value				2,600
Other intangible assets | Coretherapix
Consequence of business combination
Allocation of purchase price						€ 277
Technology | TiGenix SAU
Disclosure of detailed information about intangible assets
Useful life		15 years
Consequence of business combination
Carrying value		€ 21,400	24,000	26,500
Remaining useful life		9 years
Intellectual property
Consequence of business combination
Carrying value		€ 22,863	25,601	26,540
Intellectual property | TiGenix SAU
Disclosure of detailed information about intangible assets
Useful life	10 years
Intellectual property | Cx601
Disclosure of detailed information about intangible assets
Useful life	10 years
Consequence of business combination
Carrying value	€ 1,700
Patents and licences
Consequence of business combination
Carrying value		12,387	€ 1,981	€ 1,749
Patents and licences | Mesoblast
Consequence of business combination
Carrying value		€ 10,000

XML

Property, plant and equipment (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Property, plant and equipment
Balance at the beginning of the year	€ 1,642	€ 484
Balance at the end of the year	4,463	1,642	€ 484
Total amount of commitments with corresponding suppliers	€ 400
Percentage of costs incurred to increase manufacturing capacity agreed to be paid by Takeda (as a percent)	50.00%
COST
Property, plant and equipment
Balance at the beginning of the year	€ 4,874	4,256	4,113
Additions	2,584	1,499	34
Acquisition Coretherapix			109
Disposals	700	(881)
Balance at the end of the year	8,159	4,874	4,256
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Property, plant and equipment
Balance at the beginning of the year	(3,233)	(3,772)	(3,512)
Depreciation expense	(460)	(186)	(260)
Disposals	(3)	725
Balance at the end of the year	(3,696)	(3,233)	(3,772)
IT & machinery
Property, plant and equipment
Balance at the beginning of the year	377	343
Balance at the end of the year	376	377	343
IT & machinery | COST
Property, plant and equipment
Balance at the beginning of the year	1,822	1,777	1,763
Additions	19	46	9
Acquisition Coretherapix			5
Disposals		(2)
Balance at the end of the year	1,841	1,822	1,777
IT & machinery | ACCUMULATED DEPRECIATION AND IMPAIRMENT
Property, plant and equipment
Balance at the beginning of the year	(1,445)	(1,434)	(1,422)
Depreciation expense	(20)	(11)	(12)
Balance at the end of the year	(1,465)	(1,445)	(1,434)
Furniture
Property, plant and equipment
Balance at the beginning of the year	118	4
Balance at the end of the year	227	118	4
Furniture | COST
Property, plant and equipment
Balance at the beginning of the year	575	421	402
Additions	155	154	4
Acquisition Coretherapix			14
Balance at the end of the year	730	575	421
Furniture | ACCUMULATED DEPRECIATION AND IMPAIRMENT
Property, plant and equipment
Balance at the beginning of the year	(456)	(419)	(394)
Depreciation expense	(47)	(38)	(24)
Balance at the end of the year	(503)	(456)	(419)
Laboratory equipment
Property, plant and equipment
Balance at the beginning of the year	387	37
Balance at the end of the year	1,229	387	37
Laboratory equipment | COST
Property, plant and equipment
Balance at the beginning of the year	1,324	843	732
Additions	1,078	481	21
Acquisition Coretherapix			90
Disposals	68	(1)
Balance at the end of the year	2,470	1,324	843
Laboratory equipment | ACCUMULATED DEPRECIATION AND IMPAIRMENT
Property, plant and equipment
Balance at the beginning of the year	(937)	(806)	(697)
Depreciation expense	(301)	(131)	(109)
Disposals	(3)
Balance at the end of the year	(1,241)	(937)	(806)
Leasehold improvements
Property, plant and equipment
Balance at the beginning of the year	759	101
Balance at the end of the year	2,631	759	101
Leasehold improvements | COST
Property, plant and equipment
Balance at the beginning of the year	1,154	1,215	1,215
Additions	1,332	818
Disposals	632	(879)
Balance at the end of the year	3,118	1,154	1,215
Leasehold improvements | ACCUMULATED DEPRECIATION AND IMPAIRMENT
Property, plant and equipment
Balance at the beginning of the year	(395)	(1,114)	(999)
Depreciation expense	(93)	(6)	(115)
Disposals		725
Balance at the end of the year	(488)	(395)	€ (1,114)
Increased capacity of manufacturing plant under construction | TiGenix SAU
Property, plant and equipment
Balance at the end of the year	600
Deferred revenue		1,300
Deferred income relating to cash received		€ 800
Deferred income recorded as accounts receivable	€ 500

XML

Other non-current assets (Details)			1 Months Ended	12 Months Ended
	Mar. 06, 2015 EUR (€) item	May 30, 2014 EUR (€)	Dec. 31, 2016 EUR (€)	Dec. 31, 2017 EUR (€)	Nov. 06, 2017 EUR (€)	Nov. 05, 2017 EUR (€)
Other non-current assets
Guaranteed deposits				€ 1,400,000
Other guarantees				400,000
Total sale consideration		€ 4,300,000
Upfront payment received		€ 3,500,000
Final payment receivable				€ 800,000
Pending amount received on early termination of agreement			€ 800,000
Senior, unsecured convertible bonds due 2018
Total principal amount	€ 25,000,000				€ 18,000,000	€ 25,000,000
Nominal value per convertible bond	€ 100,000
Number of interest payments | item	4
Interest payments classified as other current financial assets			1,130,000
Tax credit receivables recognized as other non-current assets			€ 2,100,000

XML

Inventories (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Inventories
Raw materials and consumables	€ 1,413	€ 244	€ 365
Total	€ 1,413	€ 244	€ 365

XML

Trade and other receivables (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Trade and other receivables
Trade receivables	€ 78	€ 1,728	€ 1,687
Other receivables	1,221	1,009	1,346
Recoverable taxes	605	582	1,346
Other	616	427
Total	€ 1,299	€ 2,737	€ 3,033

XML

Trade and other receivables - Aging analysis of the Group's trade receivables (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Trade and other receivables
Trade receivables	€ 78	€ 1,728	€ 1,687
Not past due
Trade and other receivables
Trade receivables	77	1,647	847
Up to three months
Trade and other receivables
Trade receivables		6	210
Three to 6 months
Trade and other receivables
Trade receivables	€ 1	26	€ 630
More than one year
Trade and other receivables
Trade receivables		€ 49

XML

Trade and other receivables - Movement in the allowance for doubtful debts (Details) - Trade and other receivables € in Thousands	12 Months Ended
	Dec. 31, 2015 EUR (€)
Trade and other receivables
Balance at January 1	€ 87
Impairment losses reversed	€ (87)

XML

Other current financial assets (Details) € in Thousands	Dec. 31, 2016 EUR (€)
Other current financial assets
Other current financial assets	€ 1,130

XML

Equity (Details) € / shares in Units, € in Thousands	12 Months Ended
	Dec. 31, 2017 shares	Dec. 31, 2016 shares	Dec. 31, 2015 shares	Dec. 31, 2017 EUR (€) Vote € / shares shares	Dec. 31, 2016 EUR (€) shares	Dec. 31, 2015 EUR (€) shares
Equity.
Share capital | €				€ 27,429	€ 25,996	€ 17,730
Share capital (in shares)	259,956,365	177,304,587	160,476,620	274,287,190	259,956,365	177,304,587
Par value per share | € / shares				€ 0
Vote per share | Vote				1
Change in the number of shares
Beginning balance (in shares)	259,956,365	177,304,587	160,476,620
Capital increase-payment of the contingent consideration of Coretherapix business combination	6,538,329
Capital increase-conversion of 7.0 millions euro bonds	7,792,496
Capital increase-contribution in kind		82,651,778	9,115,210
Capital increase-contribution in cash			7,712,757
Ending balance (in shares)	274,287,190	259,956,365	177,304,587

XML

Equity - Increase in Share Capital (Details) € / shares in Units, € in Thousands															1 Months Ended			12 Months Ended
	Dec. 29, 2017 EUR (€)	Dec. 19, 2017 shares	Nov. 10, 2017 EUR (€) € / shares shares	Nov. 06, 2017 EUR (€)	Jul. 25, 2017 EUR (€) € / shares shares	Dec. 29, 2016 EUR (€) € / shares shares	Dec. 20, 2016 EUR (€)	Dec. 15, 2016 EUR (€) € / shares shares	Mar. 10, 2016 EUR (€) € / shares shares	Dec. 14, 2015 EUR (€) shares	Dec. 03, 2015 EUR (€) shares	Nov. 27, 2015 EUR (€) shares	Jul. 31, 2015 shares	Apr. 22, 2014 shares	Dec. 31, 2017 € / shares	May 31, 2015 shares	Apr. 30, 2014 € / shares shares	Dec. 31, 2017 EUR (€) item € / shares shares	Dec. 31, 2016 EUR (€) item shares	Dec. 31, 2015 EUR (€) item shares	Dec. 20, 2013 EUR (€)
Increase in Share Capital
Number of times the share capital was increased | item																		2	3	4
Nominal value of shares issued | € / shares															€ 0			€ 0
Issuance of equity recorded within equity										€ 903								€ 12,613	€ 67,861	€ 14,755
Transaction costs																		€ 268	€ 5,716	€ 441
Warrants exercised by Kreos Capital (in shares) | shares		1,329,535								9,030						664,767
Consideration received on exercise of warrants	€ 997
Gross proceeds from issue of shares								€ 34,100	€ 23,750		€ 4,700	€ 3,900
Share capital
Increase in Share Capital
Capital increase, Number of shares issued | shares			7,792,496		6,538,329	11,651,778		46,000,000	25,000,000		4,956,894	4,149,286	7,712,757					14,330,825	82,651,778	16,827,967
Nominal value of shares issued | € / shares			€ 0.10		€ 0.10	€ 0.10		€ 0.10	€ 0.10
Issuance of equity recorded within equity			€ 779		€ 654	€ 1,165		€ 4,600	€ 2,500									€ 1,433	€ 8,265	€ 1,682
Share premium
Increase in Share Capital
Capital increase, Number of shares issued | shares			7,792,496		6,538,329	11,651,778		46,000,000	25,000,000									14,330,825	82,651,778
Nominal value of shares issued | € / shares			€ 0.877		€ 0.66	€ 0.758		€ 0.642	€ 0.85
Issuance of equity recorded within equity			€ 6,834		€ 4,346	€ 8,834		€ 29,512	€ 21,250									€ 11,180	€ 59,596	13,073
Transaction costs																		268	5,716	€ 441
Capital increase, value after adjustment for transaction costs																		€ 10,912	€ 53,880
Takeda
Increase in Share Capital
Issuance of equity recorded within equity							€ 10,000
Senior, unsecured convertible bonds due 2018
Increase in Share Capital
Amount of bonds converted			€ 7,000	€ 7,000
Kreos loan
Increase in Share Capital
Loan facility maximum amount																					€ 10,000
Number of warrants issued to Kreos Capital | shares														1,994,302			1,994,302
Warrants exercise price | € / shares															€ 0.75		€ 0.75

XML

Equity - Translation Reserves (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Translation Reserves
Equity	€ 21,370	€ 79,679	€ 13,145	€ 34,757
TiGenix Inc.
Translation Reserves
Equity	(11,900)
Intercompany liability	9,900
TiGenix US Inc
Translation Reserves
Equity	398
Translation reserves
Translation Reserves
Equity	(2,444)	€ (2,444)	€ (2,117)	€ (1,110)
Translation reserves | TiGenix US Inc
Translation Reserves
Equity	€ 1

XML

Financial loans and other payables (Details) € in Thousands		12 Months Ended		24 Months Ended	36 Months Ended
	Jul. 31, 2015	Dec. 31, 2017 EUR (€)	Dec. 31, 2015 EUR (€)	Dec. 31, 2017 EUR (€) loan	Dec. 31, 2013 EUR (€) AnnualPayment loan	Dec. 31, 2016 EUR (€)	Jan. 31, 2016 EUR (€)	Sep. 30, 2014 EUR (€)	May 31, 2014 EUR (€)	Apr. 30, 2014	Feb. 03, 2014 EUR (€)	Dec. 20, 2013 tranche	Jan. 31, 2012 EUR (€)
Disclosure of detailed information about borrowings [line items]
Financial loans		€ 4,595	€ 7,879	€ 4,595		€ 5,568
Other payables		461	741	461		302
Total non-current portion of non-current borrowings		5,056	40,084	5,056		29,084
Current portion of financial loans		2,574	3,898	2,574		4,699
Other financial liabilities		16,341	985	16,341		350
Total current borrowings and current portion of non-current borrowings		36,695	5,596	36,695		5,762
Total borrowings		€ 41,751	45,680	€ 41,751		34,846
Effective interest rate (as a percent)		20.00%		20.00%
Convertible notes (ordinary note)
Disclosure of detailed information about borrowings [line items]
Convertible notes			18,127			20,835
Convertible notes		€ 17,780	713	€ 17,780		€ 713
Effective interest rate (as a percent)		28.06%		28.06%		28.06%
Convertible notes (warrant)
Disclosure of detailed information about borrowings [line items]
Convertible notes			€ 13,337			€ 2,379
Original amount		€ 18,000		€ 18,000		25,000
Madrid Network loans
Disclosure of detailed information about borrowings [line items]
Total non-current portion of non-current borrowings		1,900		1,900
Total borrowings		€ 2,600		€ 2,600
Original amount					€ 5,900
Maturity of borrowings			10 years
Number of loans received | loan					2
Effective interest rate (as a percent)		21.00%		21.00%
Interest-free loans from Spanish Government
Disclosure of detailed information about borrowings [line items]
Total non-current portion of non-current borrowings		€ 900		€ 900
Total borrowings		1,200		1,200
Original amount		€ 3,200		€ 3,200
Effective interest rate (as a percent)		21.00%		21.00%
Kreos loan
Disclosure of detailed information about borrowings [line items]
Maturity of borrowings		4 years
Effective interest rate (as a percent)										20.16%
Number of tranches | tranche												3
short-term borrowings		€ 1,200		€ 1,200
Kreos loan, Tranche 1
Disclosure of detailed information about borrowings [line items]
Original amount											€ 5,000
Kreos loan, Tranche 2
Disclosure of detailed information about borrowings [line items]
Original amount									€ 2,500
Kreos loan, Tranche 3
Disclosure of detailed information about borrowings [line items]
Original amount								€ 2,500
Innpacto Program, Interest free loan
Disclosure of detailed information about borrowings [line items]
Total non-current portion of non-current borrowings		400		400
Total borrowings		€ 500		€ 500
Maturity of borrowings	10 years
Effective interest rate (as a percent)		20.35%		20.35%
Number of tranches | AnnualPayment					2
Grace Period	3 years
Effective interest rate on long term borrowings(as a percent)		19.91%		19.91%
Innpacto Program first annual instalment
Disclosure of detailed information about borrowings [line items]
Original amount													€ 500
Innpacto Program second annual instalment
Disclosure of detailed information about borrowings [line items]
Original amount					€ 500
Innpacto Program third annual instalment
Disclosure of detailed information about borrowings [line items]
Original amount					€ 100
Loans received from Ministry of Science
Disclosure of detailed information about borrowings [line items]
Total non-current portion of non-current borrowings		€ 1,300		€ 1,300
Original amount		€ 600		€ 600		€ 600	€ 300
Number of loans received | loan				3
Repayment period		10 years
Effective interest rate on long term borrowings(as a percent)		2.70%		2.70%		3.03%	4.97%
Fixed interest rate | Madrid Network loans
Disclosure of detailed information about borrowings [line items]
Interest rate (as a percent)			1.46%
Fixed interest rate | Kreos loan
Disclosure of detailed information about borrowings [line items]
Interest rate (as a percent)		12.50%		12.50%
Fixed interest rate | Loans received from Ministry of Science
Disclosure of detailed information about borrowings [line items]
Interest rate (as a percent)		0.329%		0.329%

XML

Financial loans and other payables - Bonds (Details)												1 Months Ended			12 Months Ended
	Dec. 19, 2017 shares	Nov. 10, 2017 EUR (€) shares	Nov. 06, 2017 EUR (€) shares	Mar. 27, 2017 D	Dec. 15, 2016 EUR (€) shares	Mar. 10, 2016 € / shares shares	Mar. 07, 2016 € / shares	Dec. 14, 2015 shares	Apr. 16, 2015	Mar. 06, 2015 EUR (€) payment item	Apr. 22, 2014 shares	Dec. 31, 2017 EUR (€) € / shares shares	May 31, 2015 EUR (€) shares	Apr. 30, 2014 EUR (€) € / shares shares	Dec. 31, 2017 EUR (€) € / shares shares	Dec. 31, 2016 EUR (€)	Nov. 05, 2017 EUR (€)	Sep. 06, 2017	Mar. 06, 2017	Dec. 20, 2016 € / shares	Dec. 15, 2016 $ / shares shares	Dec. 15, 2016 € / shares shares	Mar. 14, 2016 € / shares shares	Dec. 31, 2015 EUR (€)
Disclosure of detailed information about borrowings [line items]
Total principal amount			€ 18,000,000							€ 25,000,000							€ 25,000,000
Nominal value per convertible bond										€ 100,000
Number of interest payments | item										4
Issuance costs															€ 1,100,000
Effective interest rate (as a percent)												20.00%			20.00%
Discount rate on fair value												21.00%			21.00%
Warrants exercised by Kreos Capital (as a percent)														33.33%
Number of Warrants Exercised | shares	1,329,535							9,030					664,767
Private placement
Disclosure of detailed information about borrowings [line items]
Number of shares issued | shares						25,000,000
Issue price per share | € / shares						€ 0.95
Initial Public offering
Disclosure of detailed information about borrowings [line items]
Number of shares issued | shares					46,000,000
Issue price per share | $ / shares																					$ 15.50
Amount received on sale of shares					€ 35,650,000
Number of ADS sold | shares																					2,300,000	2,300,000
Underwriter's option
Disclosure of detailed information about borrowings [line items]
Initial conversion price | € / shares																						€ 0.9263
Number of ordinary shares to be issued on conversion | shares																					6,900,000	6,900,000
Adjusted conversion price | € / shares																				€ 0.8983
Number of ADS sold | shares																					345,000	345,000
Option period					30 days
Senior, unsecured convertible bonds due 2018
Disclosure of detailed information about borrowings [line items]
Total principal amount										€ 25,000,000
Nominal value per convertible bond										€ 100,000
Number of interest payments | payment										4
Redemption percentage										100.00%								100.00%	100.00%
Coupon percentage										9.00%								9.00%	9.00%
Initial conversion price | € / shares												€ 0.9414			€ 0.9414
Number of ordinary shares to be issued on conversion | shares												26,556,192			26,556,192
Adjusted conversion price | € / shares							€ 0.9263													€ 0.8983			€ 0.9263
Number of ordinary shares to be issued at adjusted conversion price | shares																							26,989,096
Bonds conversion period									10 days
Percentage of arithmetic average							80.00%
Reset period							20 days
Issuer call option, number of dealing days | D				20
Issuer call option, number of consecutive dealing days				30 days
Issuer call option, number of dealing days prior to notice of redemption | D				7
Aggregate principal amount outstanding (as a percent)															15.00%
Conversion price temporary adjustment period															60 days
Lockup period										90 days
Amount of bonds converted		€ 7,000,000	€ 7,000,000
Shares issued upon conversion | shares		7,792,496	7,792,496
Senior, unsecured convertible bonds due 2018 | Minimum
Disclosure of detailed information about borrowings [line items]
Issuer call option, share price (as a percent)				130.00%
Redemption period of the bonds				30 days
Senior, unsecured convertible bonds due 2018 | Maximum
Disclosure of detailed information about borrowings [line items]
Redemption period of the bonds				60 days
Convertible notes (ordinary note)
Disclosure of detailed information about borrowings [line items]
Issuance costs															€ 700,000
Amortized cost of ordinary note										€ 16,400,000		€ 17,800,000			€ 17,800,000	€ 21,500,000
Effective interest rate (as a percent)												28.06%			28.06%	28.06%
Convertible notes (warrant)
Disclosure of detailed information about borrowings [line items]
Issuance costs															€ 400,000
Fair value of warrants										€ 7,900,000		€ 16,300,000			16,300,000	€ 2,400,000								€ 13,300,000
Original amount												€ 18,000,000			€ 18,000,000	25,000,000
Kreos loan
Disclosure of detailed information about borrowings [line items]
Fair value of warrants														€ 700,000
Effective interest rate (as a percent)														20.16%
Warrants issued consideration																€ 350,000
Number of warrants issued to Kreos Capital | shares											1,994,302			1,994,302
Warrants exercise price | € / shares												€ 0.75		€ 0.75
Warrants exercised by Kreos Capital (as a percent)													33.33%
Warrants exercised by Kreos Capital (in euros)													€ 163,333

XML

Financial loans and other payables - Evolution of net debt (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Financial loans and other payables
Cash and cash equivalents	€ 34,063	€ 77,969	€ 17,982	€ 13,471
Borrowings- repayable within one year	(36,695)	(5,762)
Borrowings- repayable after one year	(4,551)	(28,782)
Gross Debt - Fixed Interest Rates	(41,246)	(34,544)
Net Debt	€ (7,183)	€ 43,425

XML

Financial loans and other payables - Reconciliation of the net cash flow to the movement in net debt (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financial loans and other payables
Net increase/(decrease) in cash and cash equivalents	€ (43,906)	€ 59,987	€ 4,515
Net (increase)/decrease in debt and lease financing	6,930
Financial liabilities/interests accrued	(6,764)
Fair value changes	(14,624)
Reclassification to Equity	7,756
Net (increase)/decrease in liabilities from financing	(6,702)
Movement in net (debt)/cash in the period	(50,608)
Opening net cash/( debt)	43,425
Closing net (debt)/cash	€ (7,183)	€ 43,425

XML

Deferred taxes (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jul. 31, 2015	Dec. 31, 2011
Deferred taxes
Deferred tax liabilities			€ 24
Variation in deferred tax balances
Balance at the beginning		€ (24)	(29)
Recognized in income statement-continuing operations		24	5
Balance at the end			(24)
Increase in deferred tax liability		4,300
Evolution od deferred tax assets		2,300
Reversal of deferred tax liability	€ 4,300
Intangible assets
Variation in deferred tax balances
Balance at the beginning	(10,965)	(8,682)	(9,512)
Coretherapix acquisition			(1,532)
Recognized in income statement-continuing operations	5,028	(2,283)	2,362
Balance at the end	(5,937)	(10,965)	(8,682)
Tax losses
Variation in deferred tax balances
Balance at the beginning	10,965	8,682	9,512
Coretherapix acquisition			1,532
Recognized in income statement-continuing operations	(5,028)	2,283	(2,362)
Balance at the end	€ 5,937	10,965	8,682
Other
Variation in deferred tax balances
Balance at the beginning		(24)	(29)
Recognized in income statement-continuing operations		€ 24	5
Balance at the end			(24)
TiGenix SAU
Variation in deferred tax balances
Amount of deferred tax liabilities recognized at the acquisition date					€ 12,300
Coretherapix
Variation in deferred tax balances
Amount of deferred tax liabilities recognized at the acquisition date			€ 1,500	€ 1,500

XML

Deferred Taxes - Unused tax losses and unused tax credits (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Deferred taxes
Unused tax losses			€ 261,514	€ 200,349	€ 180,671
Unused tax credits			25,209	20,804	20,086
Notional interest deductions			642	1,748	3,033
Total			€ 287,365	€ 222,901	€ 203,790
Percentage of unused tax credits expire within a period of ten years			35.00%
Percentage of unused tax credits, have an expiration date between ten and eighteen years			62.00%
Percentage of unused tax credits, not subject to expiration			3.00%
Notional interest deductions, expiration period (in years)			1 year
Income taxes payable			€ 0
Potential deferred tax asset			€ 65,400
Income tax rate (as a percent)	25.00%	29.58%	33.00%	33.00%	33.00%
Percentage of unused tax losses			25.00%

XML

Other noncurrent liabilities - Contingent consideration (Details) € in Thousands		12 Months Ended
	Jul. 25, 2017 EUR (€)	Dec. 31, 2017 EUR (€) item	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)
Other non-current liabilities - contingent consideration
Fair value of contingent consideration		€ 0	€ 12,900
Number of product development routes | item		9
Non-current liabilities			7,311	€ 12,029
Current liabilities			5,547
Repayments resulting in reduction of contingent consideration	€ 5,000
Coretherapix
Other non-current liabilities - contingent consideration
Fair value of contingent consideration			€ 7,300
Fair value of contingent consideration upon acquisition date		€ 9,000
Number of product development routes | item		9
Annual discount rate (as a percent)		15.00%	15.00%	15.00%

XML

Trade and other payables (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Trade and other payables
Trade payables	€ 1,701	€ 3,165	€ 1,804
Other payables	2,656	1,982	1,545
Payables relating to personnel	2,258	1,967	1,410
Other	398	15	135
Total	€ 4,357	€ 5,147	€ 3,349

XML

Other current liabilities (Details) - EUR (€) € in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other current liabilities
Accrued charges	€ 13,100	€ 3,277	€ 4,711
Deferred income	1,320	394	233
Total	€ 14,420	€ 3,671	€ 4,944

XML

Share-based payments - Stock options granted to employees, consultants and directors (Details)										12 Months Ended		107 Months Ended
	Feb. 20, 2017 EquityInstruments shares	Dec. 07, 2015 EquityInstruments shares	Dec. 16, 2013 EquityInstruments	Mar. 20, 2013 EquityInstruments	Jul. 06, 2012 EquityInstruments	Mar. 12, 2010 EquityInstruments	Jun. 19, 2009 EquityInstruments	Mar. 20, 2008 EquityInstruments	Feb. 26, 2007 EquityInstruments	Dec. 31, 2016 EquityInstruments shares	Dec. 31, 2015 EquityInstruments	Feb. 20, 2017 EquityInstruments shares	Dec. 31, 2017 EquityInstruments	Dec. 31, 2014 EquityInstruments
Warrants
Share-based payments
Warrants issued												15,738,477
Warrants expired due to non-grant | shares												646,121
Warrants expired due to non-acceptance by beneficiaries | shares												457,183
Warrants lapsed												1,258,222
Warrants exercised											9,030	11,530
Warrants not yet granted but could still be granted until February 19, 2018												160,000
Warrants granted and outstanding										8,618,630	8,344,086		13,205,428	6,594,676
Number of shares the warrant entitles | shares										1
Warrants issued on February 26, 2007
Share-based payments
Warrants issued									800,000
Warrants granted and outstanding										509,813	509,813			509,813
Vesting percentage (as a percent)									25.00%
Warrants issued on February 26, 2007 | First anniversary
Share-based payments
Vesting percentage (as a percent)									25.00%
Warrants issued on February 26, 2007 | Second anniversary
Share-based payments
Vesting percentage (as a percent)									50.00%
Warrants issued on February 26, 2007 | Third anniversary
Share-based payments
Vesting percentage (as a percent)									75.00%
Warrants issued on February 26, 2007 | Fourth anniversary
Share-based payments
Vesting percentage (as a percent)									100.00%
Warrants issued on March 20, 2008
Share-based payments
Warrants issued								400,000
Warrants granted and outstanding										286,500	286,500		284,000	286,500
Term of warrants issued (in years)								10 years
Vesting percentage (as a percent)								25.00%
Warrants issued on March 20, 2008 | First anniversary
Share-based payments
Vesting percentage (as a percent)								25.00%
Warrants issued on March 20, 2008 | Second anniversary
Share-based payments
Vesting percentage (as a percent)								50.00%
Warrants issued on March 20, 2008 | Third anniversary
Share-based payments
Vesting percentage (as a percent)								75.00%
Warrants issued on March 20, 2008 | Fourth anniversary
Share-based payments
Vesting percentage (as a percent)								100.00%
Warrants issued on June 19, 2009
Share-based payments
Warrants issued							500,000
Warrants granted and outstanding										139,800	139,800		136,050	139,800
Term of warrants issued (in years)							10 years
Vesting percentage (as a percent)							25.00%
Warrants issued on June 19, 2009 | First anniversary
Share-based payments
Vesting percentage (as a percent)							25.00%
Warrants issued on June 19, 2009 | Second anniversary
Share-based payments
Vesting percentage (as a percent)							50.00%
Warrants issued on June 19, 2009 | Third anniversary
Share-based payments
Vesting percentage (as a percent)							75.00%
Warrants issued on June 19, 2009 | Fourth anniversary
Share-based payments
Vesting percentage (as a percent)							100.00%
Warrants issued on March 12, 2010
Share-based payments
Warrants issued						500,000
Warrants granted and outstanding										158,000	158,000		250,500	158,000
Term of warrants issued (in years)						10 years
Vesting percentage (as a percent)						25.00%
Warrants issued on March 12, 2010 | First anniversary
Share-based payments
Vesting percentage (as a percent)						25.00%
Warrants issued on March 12, 2010 | Second anniversary
Share-based payments
Vesting percentage (as a percent)						50.00%
Warrants issued on March 12, 2010 | Third anniversary
Share-based payments
Vesting percentage (as a percent)						75.00%
Warrants issued on March 12, 2010 | Fourth anniversary
Share-based payments
Vesting percentage (as a percent)						100.00%
Warrants issued on July 6, 2012
Share-based payments
Warrants issued					4,000,000
Warrants granted and outstanding										3,335,056	3,335,056		3,335,056	3,342,833
Term of warrants issued (in years)					10 years
Warrants issued on July 6, 2012 | First anniversary
Share-based payments
Vesting percentage (as a percent)					33.33%
Warrants issued on July 6, 2012 | Vesting at each twenty four months following the first anniversary
Share-based payments
Vesting percentage (as a percent)					4.17%
Remaining warrants to vest (as a percent)					66.67%
Warrants issued on March 20, 2013
Share-based payments
Warrants issued				777,000
Term of warrants issued (in years)				5 years
Warrants issued on March 20, 2013 | First anniversary
Share-based payments
Vesting percentage (as a percent)				33.33%
Warrants issued on March 20, 2013 | Vesting at each twenty four months following the first anniversary
Share-based payments
Vesting percentage (as a percent)				4.17%
Remaining warrants to vest (as a percent)				66.67%
Warrants issued on December 16, 2013
Share-based payments
Warrants issued			1,806,000
Warrants exercised											9,030
Warrants granted and outstanding										1,698,581	1,715,700		1,698,581	1,724,730
Term of warrants issued (in years)			10 years
Warrants issued on December 16, 2013 | First anniversary
Share-based payments
Vesting percentage (as a percent)			25.00%
Warrants issued on December 16, 2013 | Vesting at each twenty four months following the first anniversary
Share-based payments
Vesting percentage (as a percent)			4.17%
Warrants issued on December 16, 2013 | Vesting on the date of acceptance of warrants
Share-based payments
Vesting percentage (as a percent)			10.00%
Warrants issued on December 16, 2013 | Vesting if the company enters into certain business transactions
Share-based payments
Vesting percentage (as a percent)			65.00%
Warrants issued on December 07, 2015
Share-based payments
Warrants issued		2,250,000
Warrants expired due to non-grant | shares		29,821
Warrants granted and outstanding										2,077,598	1,766,218		2,022,482
Term of warrants issued (in years)		10 years
Warrants issued on December 07, 2015 | First anniversary
Share-based payments
Vesting percentage (as a percent)		33.33%
Warrants issued on December 07, 2015 | Vesting at each twenty four months following the first anniversary
Share-based payments
Vesting percentage (as a percent)		4.17%
Remaining warrants to vest (as a percent)		66.67%
Warrants issued on February 20, 2017
Share-based payments
Warrants issued	5,505,477
Warrants expired due to non-grant | shares	160,000
Warrants issued on February 20, 2017 | First anniversary
Share-based payments
Vesting percentage (as a percent)	33.33%
Warrants issued on February 20, 2017 | Vesting at each twenty four months following the first anniversary
Share-based payments
Vesting percentage (as a percent)	4.17%
Remaining warrants to vest (as a percent)	66.67%

XML

Share-based payments - Outstanding Warrant Pools (Details)																		12 Months Ended			107 Months Ended
	Dec. 01, 2017 EUR (€) EquityInstruments D	Nov. 16, 2017 EUR (€) EquityInstruments D	Jul. 06, 2017 EUR (€) EquityInstruments D	May 09, 2017 EUR (€) EquityInstruments D	Feb. 20, 2017 EUR (€) EquityInstruments D shares	Feb. 02, 2017 EUR (€) EquityInstruments	Sep. 06, 2016 EUR (€) EquityInstruments D	Jun. 02, 2016 EUR (€) EquityInstruments D	May 04, 2016 EUR (€) EquityInstruments D	Dec. 07, 2015 EUR (€) EquityInstruments D shares	Dec. 16, 2013 EUR (€) EquityInstruments	Mar. 20, 2013 EUR (€) EquityInstruments	Jul. 06, 2012 EUR (€) EquityInstruments	Mar. 12, 2010 EUR (€) EquityInstruments	Jun. 19, 2009 EUR (€) EquityInstruments	Mar. 20, 2008 EUR (€) EquityInstruments	Feb. 26, 2007 EUR (€) EquityInstruments	Dec. 31, 2017 EUR (€) EquityInstruments	Dec. 31, 2016 EUR (€) EquityInstruments	Dec. 31, 2015 EUR (€) EquityInstruments	Feb. 20, 2017 EquityInstruments shares	Feb. 02, 2017 EUR (€)	Dec. 07, 2015 EUR (€)	Dec. 16, 2013 EUR (€)	Mar. 20, 2013 EUR (€)	Jul. 06, 2012 EUR (€)	Mar. 12, 2010 EUR (€)	Jun. 19, 2009 EUR (€)	Mar. 20, 2008 EUR (€)	Feb. 26, 2007 EUR (€)
Warrants
Share-based payments
Number of options created (in shares)																					15,738,477
Weighted average exercise price (euros) | €																		€ 1.40	€ 1.41	€ 1.53
Weighted average exercise price
Balance at the beginning of the period, Weighted average exercise price (euros) | €																		1.40	1.41	1.53
Granted, Weighted average exercise price (euros) | €																		0.72	0.97	0.96
Forfeited, Weighted average exercise price (euros) | €																		0.81	0.83	1.00
Exercised, Weighted average exercise price (euros) | €																				0.46
Correction, Weighted average exercise price (euros) | €																		2.74
Expired, Weighted average exercise price (euros) | €																		6.54
Balance at the end of the period, Weighted average exercise price (euros) | €																		€ 0.95	€ 1.40	€ 1.41
Number of warrants
Balance at the beginning of the period (in shares)																		8,618,630	8,344,086	6,594,676
Granted (in shares)																		5,345,477	453,961	1,766,218
Forfeited (in shares)																		(335,116)	(179,417)	(7,778)
Exercised (in shares)																				(9,030)	(11,530)
Correction (in shares)																		92,500
Expired (in shares)																		(516,063)
Balance at the end of the period (in shares)																		13,205,428	8,618,630	8,344,086
Warrants expired due to non-grant (in shares) | shares																					646,121
Warrants issued on February 26, 2007
Share-based payments
Number of options created (in shares)																	800,000
Weighted average exercise price (euros) | €																	€ 5.49													€ 5.49
Fair value at grant date (euros) | €																														€ 2.64
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €																	€ 5.49
Number of warrants
Balance at the beginning of the period (in shares)																		509,813	509,813	509,813
Expired (in shares)																		(509,813)
Balance at the end of the period (in shares)																			509,813	509,813
Warrants issued on March 20, 2008
Share-based payments
Number of options created (in shares)																400,000
Weighted average exercise price (euros) | €																€ 4.10													€ 4.10
Fair value at grant date (euros) | €																													€ 2.56
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €																€ 4.10
Number of warrants
Balance at the beginning of the period (in shares)																		286,500	286,500	286,500
Expired (in shares)																		(2,500)
Balance at the end of the period (in shares)																		284,000	286,500	286,500
Warrants issued on June 19, 2009
Share-based payments
Number of options created (in shares)															500,000
Weighted average exercise price (euros) | €															€ 3.98													€ 3.98
Fair value at grant date (euros) | €																												€ 3.53
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €															€ 3.98
Number of warrants
Balance at the beginning of the period (in shares)																		139,800	139,800	139,800
Expired (in shares)																		(3,750)
Balance at the end of the period (in shares)																		136,050	139,800	139,800
Warrants issued on March 12, 2010
Share-based payments
Number of options created (in shares)														500,000
Weighted average exercise price (euros) | €														€ 2.74													€ 2.74
Fair value at grant date (euros) | €																											€ 2.00
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €														€ 2.74
Number of warrants
Balance at the beginning of the period (in shares)																		158,000	158,000	158,000
Correction (in shares)																		92,500
Balance at the end of the period (in shares)																		250,500	158,000	158,000
Warrants issued on July 6, 2012
Share-based payments
Number of options created (in shares)													4,000,000
Weighted average exercise price (euros) | €													€ 1.00													€ 1.00
Fair value at grant date (euros) | €																										€ 0.17
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €													€ 1.00
Number of warrants
Balance at the beginning of the period (in shares)																		3,335,056	3,335,056	3,342,833
Forfeited (in shares)																				(7,778)
Balance at the end of the period (in shares)																		3,335,056	3,335,056	3,335,056
Warrants issued on March 20, 2013
Share-based payments
Number of options created (in shares)												777,000
Warrants issued on March 20, 2013, one
Share-based payments
Number of options created (in shares)												160,000
Weighted average exercise price (euros) | €												€ 1.00													€ 1.00
Fair value at grant date (euros) | €																									0.20
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €												€ 1.00
Number of warrants
Balance at the beginning of the period (in shares)																		140,283	160,000	160,000
Forfeited (in shares)																			(19,717)
Balance at the end of the period (in shares)																		140,283	140,283	160,000
Warrants issued on March 20, 2013, two
Share-based payments
Number of options created (in shares)												273,000
Weighted average exercise price (euros) | €												€ 0.91													0.91
Fair value at grant date (euros) | €																									€ 0.43
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €												€ 0.91
Number of warrants
Balance at the beginning of the period (in shares)																		273,000	273,000	273,000
Balance at the end of the period (in shares)																		273,000	273,000	273,000
Warrants issued on December 16, 2013
Share-based payments
Number of options created (in shares)											1,806,000
Weighted average exercise price (euros) | €											€ 0.47													€ 0.47
Fair value at grant date (euros) | €																								€ 0.35
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €											€ 0.47
Number of warrants
Balance at the beginning of the period (in shares)																		1,698,581	1,715,700	1,724,730
Forfeited (in shares)																			(17,119)
Exercised (in shares)																				(9,030)
Balance at the end of the period (in shares)																		1,698,581	1,698,581	1,715,700
Warrants issued on December 07, 2015
Share-based payments
Number of options created (in shares)										2,250,000
Weighted average exercise price (euros) | €										€ 0.95													€ 0.95
Fair value at grant date (euros) | €																							€ 0.68
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €										€ 0.95
Number of warrants
Balance at the beginning of the period (in shares)																		2,077,598	1,766,218
Granted (in shares)							163,461	193,863	96,637	2,220,179									453,961	1,766,218
Forfeited (in shares)																		(55,116)	(142,581)
Balance at the end of the period (in shares)																		2,022,482	2,077,598	1,766,218
Warrants expired due to non-grant (in shares) | shares										29,821
Warrants issued on December 07, 2015 | Employees
Number of warrants
Exercise price (euros) | €							€ 0.97		€ 0.95	€ 0.95
Number of calendar days to calculate average price | D							30		30	30
Warrants issued on December 07, 2015 | CEO
Number of warrants
Exercise price (euros) | €										€ 0.97
Number of calendar days to calculate average price | D										30
Warrants issued on December 07, 2015 | Independent directors
Number of warrants
Exercise price (euros) | €								€ 0.97
Number of calendar days to calculate average price | D								30
Warrants issued on February 02, 2017
Share-based payments
Number of options created (in shares)						5,505,477
Weighted average exercise price (euros) | €						€ 0.73																€ 0.73
Fair value at grant date (euros) | €																						€ 0.49
Weighted average exercise price
Balance at the end of the period, Weighted average exercise price (euros) | €						€ 0.73
Number of warrants
Granted (in shares)																		5,345,477
Forfeited (in shares)																		(280,000)
Balance at the end of the period (in shares)																		5,065,477
Warrants issued on February 20, 2017
Share-based payments
Number of options created (in shares)					5,505,477
Number of warrants
Granted (in shares)	95,000	150,000	250,000	48,000	4,802,477
Warrants expired due to non-grant (in shares) | shares					160,000
Warrants issued on February 20, 2017 | Employees
Number of warrants
Exercise price (euros) | €	€ 0.95	€ 0.94	€ 0.91		€ 0.70
Number of calendar days to calculate average price | D	30	30	30		30
Warrants issued on February 20, 2017 | CEO
Number of warrants
Exercise price (euros) | €					€ 0.71
Number of calendar days to calculate average price | D					30
Warrants issued on February 20, 2017 | Independent directors
Number of warrants
Exercise price (euros) | €				€ 0.76
Number of calendar days to calculate average price | D				30

XML

Share-based payments - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2017 EUR (€) Y tranche	Dec. 31, 2016 EUR (€) Y	Dec. 31, 2015 EUR (€) Y
Share-based payments
Total expense arising from share-based payment transactions | €	€ 1,623,000	€ 914,000	€ 148,000
Warrants
Share-based payments
Number of years used for determining the historic volatility rate	3 years
Expected dividends (as a percent)	0.00%
Weighted average share price (euros) | €	€ 0.73
Expected lifetime (in years) | Y	5
Maximum duration (in years)	10 years
Remaining weighted average life (in years) | Y	6.59	5.86	6.8
Warrants | Minimum
Share-based payments
Risk-free interest rate (as a percent)	0.00%
Warrants | Maximum
Share-based payments
Risk-free interest rate (as a percent)	4.60%
2017 warrants plan
Share-based payments
Number of tranches | tranche	5
2017 warrants plan | Minimum
Share-based payments
Historic volatility rate (as a percent)	48.90%
2017 warrants plan | Maximum
Share-based payments
Historic volatility rate (as a percent)	56.00%
2015 warrants plan
Share-based payments
Number of tranches | tranche	4
2015 warrants plan | Minimum
Share-based payments
Historic volatility rate (as a percent)	66.90%
2015 warrants plan | Maximum
Share-based payments
Historic volatility rate (as a percent)	69.70%
2013 warrants plan
Share-based payments
Historic volatility rate (as a percent)	67.00%
2012 warrants plan
Share-based payments
Historic volatility rate (as a percent)	52.80%
Previous warrant plans
Share-based payments
Historic volatility rate (as a percent)	60.00%

XML

Share-based payments - Equity Based Incentive Plans (Details)				1 Months Ended		12 Months Ended
	Oct. 06, 2017 EUR (€) EquityInstruments € / shares shares	Jun. 15, 2017 EUR (€) EquityInstruments € / shares shares	Dec. 14, 2015 EUR (€)	May 31, 2011 EUR (€) EquityInstruments	Apr. 30, 2011 plan	Dec. 31, 2017 EUR (€) EquityInstruments	Dec. 31, 2016 EUR (€) EquityInstruments	Dec. 31, 2015 EUR (€)	Dec. 31, 2010 EUR (€)
Share-based payments
Movement due to share-based compensation arrangements						€ 1,599,000	€ 914,000	€ 149,000
Issuance of equity recorded within equity			€ 903,000			12,613,000	€ 67,861,000	14,755,000
Cash received						600,000
Difference between fair value and price of the option						€ 600,000
Accumulated deficits
Share-based payments
Movement due to share-based compensation arrangements								€ 2,108,000
TiGenix SAU
Share-based payments
Number of outstanding options under the EBIPs | EquityInstruments						0
TiGenix SAU | Minimum
Share-based payments
Fair value of the option						€ 0.90
TiGenix SAU | Maximum
Share-based payments
Fair value of the option						€ 1.08
TiGenix SAU | 2008 EBIP
Share-based payments
Warrants lapsed (in shares) | EquityInstruments				32,832
Exercise price, one				€ 11.0
Exercise price, two				7.0
Exercise price, three				€ 5.291
Number of options granted (in shares) | EquityInstruments				453,550
Number of options vested (in shares) | EquityInstruments				420,718
TiGenix SAU | 2010 EBIP
Share-based payments
Exercise price, one				€ 0.013					€ 5.291
Number of options granted (in shares) | EquityInstruments							221,508
TiGenix SAU | June 2017 EBIP
Share-based payments
Exercise price, one		€ 0.0044
Number of options granted (in shares) | EquityInstruments		1,247,325
Purchase price per option | € / shares		€ 0.433
Number of shares per option | shares		1
Number of options purchased and exercised | EquityInstruments						802,386
TiGenix SAU | October 2017 EBIP
Share-based payments
Exercise price, one	€ 0.0044
Number of options granted (in shares) | EquityInstruments	445,664
Purchase price per option | € / shares	€ 0.45
Number of shares per option | shares	1
Number of options purchased and exercised | EquityInstruments						425,661
Cellerix
Share-based payments
Number of equity based incentive plans | plan					2

XML

Related party transactions - Compensation of key management personnel (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Related party transactions
Short term benefits	€ 1,823	€ 1,600	€ 1,387
Post employment benefits	94	87	86
Share based payments	674	470	104
Total	2,591	€ 2,157	€ 1,577
Loan, quasi loan or other guarantee outstanding with members of the management team	€ 0

XML

Related party transactions - Transactions with non-executive directors (Details) - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Non-executive directors
Transactions with non-executive directors
Directors compensation	€ 0
Independent directors
Transactions with non-executive directors
Short-term benefits	234,000	€ 158,000	€ 173,000
Share-based payments	52,000	39,000
Total	286,000	€ 197,000	€ 173,000
Board of directors
Transactions with non-executive directors
Advances or credits granted	€ 0

XML

Segment information (Details) € in Thousands	12 Months Ended
	Dec. 31, 2017 EUR (€) segment	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)
Segment information
Number of operating segments | segment	1
Revenue	€ 906	€ 1,395	€ 1,703
Non-current assets	42,424	52,081	54,241
Belgium
Segment information
Revenue	300
Non-current assets	142	154	2,159
Spain
Segment information
Revenue	600
Non-current assets	€ 42,282	€ 51,927	€ 52,082

XML

Commitments and contingencies (Details) € in Thousands		12 Months Ended
	Apr. 01, 2011 claim	Dec. 31, 2017 EUR (€)	Dec. 31, 2016 EUR (€)	Dec. 31, 2015 EUR (€)
Operating lease commitments
Operating lease commitments		€ 1,285	€ 1,401	€ 1,941
Total remaining operating lease commitments		200	300
TiGenix SAU
Legal proceedings
Number of originally issued claims of University of Pittsburgh declared as invalid | claim	10
Number of newly submitted claims of University of Pittsburgh declared as invalid | claim	18
Within 1 year
Operating lease commitments
Operating lease commitments		593	474	590
In the second to fifth year
Operating lease commitments
Operating lease commitments		€ 692	€ 926	€ 1,351
Buildings | Minimum
Operating lease commitments
Lease term (in years)		1 year
Buildings | Maximum
Operating lease commitments
Lease term (in years)		9 years
Cars and IT equipment
Operating lease commitments
Lease term (in years)		4 years

XML

Subsequent events (Details) - EUR (€) € / shares in Units, € in Thousands	Jan. 05, 2018	Jan. 19, 2018	Nov. 06, 2017	Nov. 05, 2017	Mar. 06, 2015
Subsequent events
Percentage of issued and outstanding shares of the company that are held by residents to purchase under offer	100.00%
Convertible debt			€ 18,000	€ 25,000	€ 25,000
U S tender offer | Takeda
Subsequent events
Percentage of issued and outstanding shares of the company that are held by residents to purchase under offer	100.00%
Share price	€ 1.78
Percentage of ADS to purchase under offer from holders.	100.00%
Offer price	€ 35,600
Belgian tende offer | Takeda
Subsequent events
Percentage of issued and outstanding shares of the company that are held by residents to purchase under offer	100.00%
Share price	€ 1.78
Percentage of warrants to purchase under offer from holders	100.00%
Potential voluntary and conditional public tender offer to purchase shares | Takeda
Subsequent events
Percentage of voting rights	85.00%
Conversion of senior unsecured convertible bonds
Subsequent events
Shares issued on conversion of bonds		20,037,848
Convertible debt		€ 18,000

XML

Consolidation scope (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
TiGenix
Consolidation scope
Ownership interest (as a percent)	100.00%	100.00%	100.00%
TiGenix SAU | Subsidiaries
Consolidation scope
Ownership interest (as a percent)	100.00%	100.00%	100.00%
Coretherapix | Subsidiaries
Consolidation scope
Ownership interest (as a percent)	100.00%	100.00%	100.00%
TiGenix Inc. | Subsidiaries
Consolidation scope
Ownership interest (as a percent)	100.00%	100.00%	100.00%
TiGenix US, Inc. | Subsidiaries
Consolidation scope
Ownership interest (as a percent)	100.00%