ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Entry into a Material Definitive Agreement

ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

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On September5, 2018, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) entered into a purchase agreement with Matrix Capital Management Master Fund, L.P., New Enterprise Associates 16, L.P., New Enterprise Associates 14, L.P., and Syncona Portfolio Limited (the “Purchase Agreement”) providing for the issuance and sale by the Company of $100,000,000 of the Company’s American Depositary Shares (“ADSs”) in a registered direct offering. The transaction was completed from the Company’s shelf registration. The closing of the offering is expected to take place on or about September7, 2018, subject to the satisfaction of customary closing conditions.

The Company is offering the shares to a prospectus supplement dated September5, 2018, and a prospectus dated July12, 2018, which is part of a registration statement on FormS-3 (Registration No.333-226147) that became automatically effective upon filing with the Securities and Exchange Commission on July12, 2018.

The foregoing summary of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a form of which is included as Exhibit1.1 to this Current Report on Form8-K and incorporated by reference herein.

Item 8.01 Other Events

On September5, 2018, the Company issued a press release announcing that it has entered into the Purchase Agreement for the registered direct offering of its ADSs.The press release is attached as Exhibit99.1 and incorporated by reference herein.

The information contained in Item 8.01 of this Form8-K, including Exhibit99.1 furnished herewith, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Purchase Agreement, dated September5, 2018, between Adaptimmune Therapeutics plc and Matrix Capital Management Master Fund, LP, New Enterprise Associates 16, L.P, New Enterprise Associates 14, L.P., and Syncona Portfolio Limited.


Press release dated September5, 2018.

Adaptimmune Therapeutics PLC Exhibit
EX-1.1 2 a18-26035_1ex1d1.htm EX-1.1 Exhibit 1.1   Execution Version   ADAPTIMMUNE THERAPEUTICS PLC   (a public limited company organized under the laws of England and Wales)   10,…
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Adaptimmune Therapeutics plc is a clinical-stage biopharmaceutical company. The Company is focused on cancer immunotherapy products based on its T-cell receptor (TCR) platform. The Company has developed a platform that enables it to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer TCRs, and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer-specific peptides, including its lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. The Company’s TCR therapeutic candidates are able to target intracellular, as well as extracellular cancer antigens. The TCRs consist of approximately two associated protein chains: the alpha and beta chains. Each of the chains has approximately two regions: a variable region and a constant region.

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