Item 1.01 Entry into a Material Definitive Agreement.
On
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
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
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
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, datedJune 1, 2020 , by and amongAdaptimmune Therapeutics plc ,Cowen and Company, LLC andSVB Leerink LLC , as representative of the several Underwriters named therein. 5.1 Opinion ofMayer Brown International LLP . 23.1 Consent ofMayer Brown International LLP (contained in Exhibit 5.1). 99.1 Press Release datedJune 1, 2020 , announcing the commencement of the Offering. 99.2 Press Release datedJune 1 , 2020,announcing the pricing of the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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