Adaptimmune Therapeutics plc filed SEC Form 8-K: Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement
On July 31, 2025, in connection with the consummation of the Transaction (as defined below), affiliates of Hercules Capital, Inc. (“Hercules”) were paid an amount equal to approximately $29.1 million (the “Payoff Amount”) in satisfaction of all of Adaptimmune Therapeutics plc’s (the “Company”) indebtedness owed to Hercules, including principal, accrued and unpaid interest, fees, costs and expenses payable under that certain Loan and Security Agreement, dated May 14, 2024, by and among the Company, Hercules and the other parties thereto (the “Loan Agreement”).
The Payoff Amount included (a) approximately $2.9 million as an end-of-term fee and (b) approximately $0.5 million as a pre-payment fee. Upon receipt of the Payoff Amount, Hercules discharged in full all of the Company’s and its subsidiaries’ obligations, covenants, debts and liabilities under the Loan Agreement and released all liens and security interests granted to Hercules to secure the obligations under the Loan Agreement.
The Loan Agreement was irrevocably terminated as of July 31, 2025.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 31, 2025, Adaptimmune Limited (“Seller”, a wholly-owned subsidiary of the Company and, together with the Company, “Adaptimmune”), completed the sale of the assets and rights related to Adaptimmune’s TECELRA, lete-cel, afami-cel and uza-cel cell therapies to USWM CT, LLC, a subsidiary of US WorldMeds Partners, LLC (such sale, the “Transaction”).
The unaudited pro forma financial information giving effect to the Transaction is filed as Exhibit 99.1 hereto.
Forward-looking Statements
This Current Report on Form 8-K, including the documents filed herewith or attached hereto and any related oral statements, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding: the proposed transaction and related matters; the impact of the proposed transaction on Adaptimmune’s share price; the anticipated benefits of the proposed transaction for Adaptimmune’s financial results and business performance; Adaptimmune’s targets, plans, objectives or goals for future operations, including those related to Adaptimmune’s products or product candidates, research and development, product candidate introductions and product candidate approvals as well as cooperation in relation thereto; projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures; future economic performance, future actions and outcome of contingencies such as legal proceedings; the assumptions underlying or relating to such statements; and other risks and uncertainties contained in Adaptimmune’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Adaptimmune’s most recently filed Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Adaptimmune undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
| · | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2025. |
| · | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2024 and for the six months ended June 30, 2025. |
| · | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADAPTIMMUNE THERAPEUTICS PLC | ||
| Date: July 31, 2025 | By: | /s/ Margaret Henry |
| Name: Margaret Henry | ||
| Title: Corporate Secretary | ||