8-K 1 a17-11089_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2017

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales |  | 1-37368 |  | Not Applicable
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

101 Park Drive, Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

(Address of principal executive offices, including zip code)

(44) 1235 430000

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 8.01. Other Events.

On April 10, 2017, Adaptimmune Therapeutics plc (the “Company”) issued a press release announcing the closing of its previously announced registered direct offering of its American Depositary Shares (“ADSs”). The Company sold 7,000,000 ADS at a price of $6.00 per ADS. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The opinion of Mayer Brown International LLP relating to the legality of the ADSs is filed as Exhibit 5.1 to this Current Report on Form 8-K and such opinion is incorporated by reference into the registration statement on Form S-3 (Registration No. 333-212713) that was declared effective by the Securities and Exchange Commission on September 12, 2016 and into the prospectus filed with the SEC on April 5, 2017.

The Company also released an updated corporate presentation. The updated corporate presentation materials are attached hereto as 99.2 and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this Report on Form 8-K:

Exhibit No. |  | Description of Exhibit
5.1 |  | Opinion of Mayer Brown International LLP
23.1 |  | Consent of Mayer Brown International LLP (included in 5.1)
99.1 |  | Press Release dated April 10, 2017
99.2 |  | Adaptimmune Therapeutics plc corporate presentation dated April 2017

2

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.

| ADAPTIMMUNE THERAPEUTICS PLC
Date: April 10, 2017 | By: | /s/ Margaret Henry
|  | Name: | Margaret Henry
|  | Title: | Corporate Secretary

3

Exhibit Index

Exhibit No. |  | Description of Exhibit
5.1 |  | Opinion of Mayer Brown International LLP
23.1 |  | Consent of Mayer Brown International LLP (included in 5.1)
99.1 |  | Press Release dated April 10, 2017
99.2 |  | Adaptimmune Therapeutics plc corporate presentation dated April 2017

4