Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2020, Adaptimmune Therapeutics plc (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cowen and Company, LLC, as representative of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell an aggregate of 21,000,000 of its American Depositary Shares ("ADSs") to the Underwriters (the "Offering"). Each ADS represents six ordinary shares of the Company. The ADSs will be sold at a public offering price of $4.00 per ADS. The Company expects to receive aggregate net proceeds from the sale of the ADSs of approximately $78.1 million, after deducting underwriting fees and commissions and estimated offering expenses. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 3,150,000 additional ADSs at the public offering price. The Offering is expected to close on January 24, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Company and all of the Company's directors and executive officers also agreed to not sell or transfer any ADSs of the Company for 60 days after January 22, 2020 without first obtaining the consent of Cowen and Company, LLC.

The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-233557), including the prospectus contained therein, effective September 10, 2019, as the same has been amended and/or supplemented from time to time.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Mayer Brown International LLP relating to the legality of the issuance and the ordinary shares underlying the ADSs in this offering is attached as Exhibit 5.1 hereto and is filed with reference to, and is hereby incorporated by reference into, the registration statement referred to above.




Item 8.01 Other Events.

On January 21, 2020, the Company issued a press release announcing the commencement of the Offering and issued a subsequent press release on January 22, 2020 announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.                          Description of Exhibit
    1.1         Underwriting Agreement, dated January 22, 2020, by and between
              Adaptimmune Therapeutics plc and Cowen and Company, LLC, as
              representative of the several Underwriters named therein.

    5.1         Opinion of Mayer Brown International LLP.

   23.1         Consent of Mayer Brown International LLP (contained in Exhibit
              5.1).

   99.1         Press Release dated January 21, 2020.

   99.2         Press Release dated January 22, 2020.

    104       Cover Page Interactive Date File (embedded within the Inline XBRL
              document)

© Edgar Online, source Glimpses