Washington, D.C. 20549


Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2022


(Exact name of registrant as specified in its charter)

England and Wales


Not Applicable

(State or other jurisdiction of

(Commission File Number)

(IRS Employer Identification No.)

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

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:

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which

American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share


The Nasdaq Global Select Market

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).

Emerging growth company

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.

Item 1.01. Entry into a Material Definitive Agreement.

On October 24, 2022 Adaptimmune Therapeutics plc (“Adaptimmune”) received notice of termination of the Collaboration and License Agreement (“Collaboration Agreement”) between Adaptimmune Limited and GlaxoSmithKline Intellectual Property Development Ltd (“GSK”) dated May 30, 2014. On December 19, 2022 and as a result of such termination, Adaptimmune and GSK entered into Amendment Agreement No. 8 (the “Amendment”) further amending the Collaboration Agreement. The Amendment deleted Section 13.6.9 of the Collaboration Agreement relating to GSK’s post termination manufacturing and supply obligations in consideration for the payment of £5 million by GSK to Adaptimmune and clarified that no additional milestones are due under the Collaboration Agreement. The Amendment also clarified the allocation of responsibilities between GSK and Adaptimmune with respect to the transfer of information relating to the manufacturing process for the collaboration product targeting NY-ESO (lete-cel) and information relating to the collaboration program directed to the PRAME target to Adaptimmune. Further elements of the transfer of the NY-ESO and PRAME programs and any remaining payments are subject to further negotiation and a future agreement between the parties.

Item 9.01    Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.


Description of Exhibit


Amendment Agreement No. 8 made and effective as of December 19, 2022 by and between Adaptimmune Limited and GlaxoSmithKline Intellectual Property Development Ltd.


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


Certain portions of this exhibit have been omitted because they are not material and they are the type of information that the registrant treats as private or confidential.


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.


Date: December 20, 2022


/s/ Margaret Henry


Margaret Henry


Corporate Secretary

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