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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/20 Adaptimmune Therapeutics plc S-3ASR 8/10/20 5:1.6M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 490K Well-Known Issuer 2: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 188K 3: EX-5.1 Exhibt 5.1 HTML 40K 4: EX-5.2 Opinion of Counsel re: Legality HTML 16K 5: EX-23.1 Consent of Expert or Counsel HTML 6K
tm2027053-1_s3asr - none - 5.7121224s |
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England and Wales
(State or other jurisdiction of
incorporation or organization) |
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Not Applicable
(I.R.S. Employer
Identification No.)
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Please send copies of all communications to:
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Adrian Rawcliffe, Chief Executive Officer
Adaptimmune Therapeutics plc 60 Jubilee Avenue, Milton Park Abingdon, Oxfordshire, OX14 4RX United Kingdom Telephone: (44) 1235 430000 Facsimile: (44) 1235 430001 |
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| Large accelerated filer ☐ | | | Accelerated filer ☒ | |
| Non-accelerated filer ☐ | | |
Smaller reporting company ☒
Emerging growth company ☐ |
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Title of each class of securities
to be registered |
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Amount to be
Registered(1) |
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Proposed Maximum
Offering Price per Security(2) |
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Proposed maximum
aggregate offering price(3) |
| | |
Amount of
registration fee(4) |
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Primary Offering of Securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares, nominal value £0.001 per share(5)
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| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
Warrants(6)
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| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
Units(7)
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| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
Primary Offering of Securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares, nominal value £0.001 per share
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| | | | $ | 200,000,000 | | | | | | | — | | | | | | $ | 200,000,000 | | | | | |
$
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25,960.00
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Total Registration Fee(8)
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| | | | $ | 200,000,000 | | | | | |
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—
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| | | | | $ | 200,000,000 | | | | | |
$
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25,960.00
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Service
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Fees
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Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions of ordinary shares)
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| | Up to U.S. 5¢ per ADS issued | |
Delivery of deposited property against surrender of ADSs
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| | Up to U.S. 5¢ per ADS surrendered | |
Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)
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| | Up to U.S. 5¢ per ADS held | |
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
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| | Up to U.S. 5¢ per ADS held | |
Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off ordinary shares)
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| | Up to U.S. 5¢ per ADS held | |
ADS Services
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| | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank | |
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Page
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PROSPECTUS
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Assumed public offering price per ADS
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| | | | | | | | | $ | 8.06 | | |
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Net tangible book value per ADS as of June 30, 2020
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| | | $ | 2.64 | | | | | | | | |
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Increase per ADS attributable to new investors purchasing ADSs in this offering
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| | | $ | 0.72 | | | | | | | | |
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As adjusted net tangible book value per ADS after giving effect to this offering
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| | | | | | | | | $ | 3.36 | | |
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Dilution per ADS to new investors
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| | | | | | | | | $ | 4.70 | | |
Service
|
| |
Fees
|
|
Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions of ordinary shares)
|
| | Up to U.S. 5¢ per ADS issued | |
Delivery of deposited property against surrender of ADSs
|
| | Up to U.S. 5¢ per ADS surrendered | |
Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)
|
| | Up to U.S. 5¢ per ADS held | |
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
|
| | Up to U.S. 5¢ per ADS held | |
Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off ordinary shares)
|
| | Up to U.S. 5¢ per ADS held | |
ADS Services
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| | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank | |
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Amount to
be paid |
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SEC registration fee
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| | | $ | 25,960 | | |
Printing expenses
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(1)
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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Miscellaneous
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(1)
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Total
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| | | $ | (1) | | |
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Signature
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Title
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Date
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/s/ Adrian Rawcliffe
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Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ Gavin Wood
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Chief Financial Officer
(Principal Accounting and Financial Officer) |
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/s/ David M. Mott
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Chairman of the Board of Directors
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Director
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Director
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/s/ Barbara Duncan
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Director
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/s/John Furey
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Director
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Signature
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Title
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Date
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/s/ James Noble
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Director
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Director
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| | | |
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Director
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| | | | ADAPTIMMUNE LLC | |
| | | |
By:
/s/ Adrian Rawcliffe
Name: Adrian Rawcliffe
Title:
Chief Executive Officer
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|
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/28/21 | ||||
Filed on / Effective on: | 8/10/20 | |||
8/6/20 | 10-Q, 8-K | |||
6/30/20 | 10-Q, 4 | |||
5/29/20 | 4, 8-K, DEF 14A, PRE 14A | |||
2/27/20 | 10-K, 8-K | |||
12/31/19 | 10-K | |||
1/1/19 | ||||
12/31/18 | 10-K | |||
1/1/18 | ||||
12/3/14 | ||||
List all Filings |