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): September 7, 2018
ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
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England and Wales |
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1-37368 |
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Not Applicable |
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(State or other jurisdiction of |
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(Commission File Number) |
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(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:
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))
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. x
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. x
Item 8.01. Other Events.
On September 7, 2018, Adaptimmune Therapeutics plc (the “Company”) issued a press release announcing the closing of its previously announced registered direct offering (the “Offering”) of its American Depositary Shares (“ADSs”). The Company sold 10,000,000 ADS at a price of $10.00 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. 333-226147), pursuant to which the Offering has been registered with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Report on Form 8-K:
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Exhibit No. |
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Description of Exhibit |
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5.1 |
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23.1 |
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99.1 |
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Exhibit Index
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Exhibit No. |
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Description of Exhibit |
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5.1 |
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Opinion of Mayer Brown International LLP |
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23.1 |
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Consent of Mayer Brown International LLP (included in 5.1) |
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99.1 |
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Press Release dated September 7, 2018 |
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.
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ADAPTIMMUNE THERAPEUTICS PLC | ||
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Date: September 7, 2018 |
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/s/ Margaret Henry | |
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Name: |
Margaret Henry |
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Title: |
Corporate Secretary |