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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM  i 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):  i April 10, 2024

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 i ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

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 i 60 Jubilee Avenue,  i Milton Park

 i Abingdon, Oxfordshire  i OX14 4RX

 i United Kingdom

(Address of principal executive offices, including zip code)

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( i 44)  i 1235 430000

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 i ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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 i ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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 i ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 i ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company  i ☐

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If an emerging growth company, indicate by check mark 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.☐

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Item 1.02 Termination of Material Definitive Agreement.

On April 10, 2024, Adaptimmune Limited, a wholly-owned subsidiary of Adaptimmune Therapeutics plc (“Adaptimmune”) received notice of termination of the Strategic Collaboration and License Agreement with Genentech, Inc. (“Genentech”) and F. Hoffman-La Roche Ltd. (the “Agreement”).  The termination will become effective 180 days after the date of receipt of the notice of termination (the “Termination Date”).

Under the Agreement, Genentech and Adaptimmune (each, a “party” and together, the “parties”) collaborated to develop two types of allogeneic T-cell therapies: (i) off-the-shelf αβ T-cell therapies directed to up to five collaboration targets and (ii) personalized therapies utilizing αβ T-cell receptors (TCRs) isolated from a patient, with these therapies being administered to the same patient. Under the terms of the Agreement, Adaptimmune received $150 million in upfront payments and $35 million in milestone payments. Until the Termination Date, the obligations of the parties under the Agreement will continue as currently provided.

As a result of the termination of the Agreement, Adaptimmune will not be entitled to receive any further milestones or other payments due after the Termination Date. Adaptimmune will also cease to have any development obligations after the Termination Date and the licenses Adaptimmune granted to Genentech pursuant to the Agreement will cease to be in effect as of the Termination Date.

The foregoing description of the termination of the Agreement is only a summary of the material terms thereof, and does not purport to be complete. The description is qualified in its entirety by reference to the Agreement, which was filed as Exhibit 10.1 to Adaptimmune’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021 and is attached as Exhibit 10.1 hereto and incorporated herein by reference.

On April 12, 2024, Adaptimmune issued a press release announcing the termination of the Agreement. A copy of the press release is being filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

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Item 9.01    Financial Statements and Exhibits.

(d)  Exhibits.

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SIGNATURES

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

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