UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)1

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number  001-37368

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37368

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of Registrant as specified in its charter)

 

England and Wales

Not Applicable

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

101 Park Drive, 60 Jubilee Avenue, Milton Park

Abingdon, OxfordshireOX14 4RY4RX

United Kingdom

(44) 1235 430000

(Address of principal executive offices)

 

(44) 1235 430000

(Registrant’s telephone number, including area code)

 

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

Title of each classTrading SymbolName of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per shareADAPThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYeso¨ No

 

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYeso¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filero

¨

Accelerated filerx

Non-accelerated filero

¨

Smaller reporting companyo

x
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 standard provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o¨  Yes    xNo

 

As of April 5, 2017May 13, 2020, the number of outstanding ordinary shares par value £0.001 per share of the Registrant is 560,976,430.780,593,444.

 

 

 


Explanatory NoteEXPLANATORY NOTE

 

ThisAdaptimune Therapeutics plc (the “Company”) is filing this Amendment No. 1 (“Amendment”) on Form 10-Q/A amends the quarterly report(this “Amendment”) to amend its Quarterly Report on Form 10-Q of Adaptimmune Therapeutics PLC (the “Company”) for the periodquarter ended September 30, 2016, asMarch 31, 2020, originally filed with the Securities and Exchange Commission (“the Commission”(the “SEC”) on November 10, 2016May 14, 2020 (the “Form“Original Form 10-Q”), solely to add this Explanatory Note, which was inadvertently omitted from the Original Form 10-Q, to disclose that the Company had filed the Original Form 10-Q after the May 11, 2020 deadline applicable to the Company for the filing in reliance on the 45-day extension provided by an order issued by the SEC under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order under Section 36 of the Exchange Act Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

 

This Amendment is an exhibit-only filing solelyOn April 29, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order for such extension. Specifically, the purpose of filing revised Exhibit 10.11Company disclosed that the current coronavirus (“COVID-19”) pandemic has caused significant disruptions and revised Exhibit 10.13changes in connection with the the confidential treatment process.  No revisions are being madeworking approaches including travel and access to the Company’s financialsfacilities and resources for those individuals involved in completion of the quarterly report which had, in turn, delayed the Company’s ability to complete its quarterly review and prepare the report by its original due date. As a result of government and local regulation, the Company was required to introduce a work from home policy for the large majority of its work force which together with related cautionary measures disrupted routine interactions among the Company’s accounting personnel, other staff and third parties involved in preparation of the quarterly report and the completion of the Company’s quarterly review.  Therefore, due to COVID-19’s impact on the Company’s operations, the Company was unable to file the Original Form 10-Q prior to the due date. Consistent with the Company’s statements made in the Form 8-K, the Company filed its Original Form 10-Q on May 14, 2020 (which was within the permitted timeframe of the Order).

In addition, as required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q. This Amendment should be read in conjunction with the Original Form 10-Q or modify or update those disclosures that may be affected byand with the Company’s other filings made with the SEC subsequent events, and no other changes are being made to any other disclosure containedthe filing of the Original Form 10-Q. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-Q.

 

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Table of Contents

 

PART II — OTHER INFORMATION

Exhibits

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Item 6. Exhibits.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference:ITEM 6 – EXHIBITS

 

Exhibit
Number

Description of Exhibit

3.1*

Articles of Association of Adaptimmune Therapeutics plc (incorporated by reference to Exhibit 3.1 to our Form 8-K filed with the SEC on June 16, 2016).

10.1*

Letter of Appointment, dated August 9, 2016 and effective August 11, 2016, between the Company and David M. Mott (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on August 12, 2016).

10.2*

Letter of Appointment, dated August 9, 2016 and effective August 11, 2016, between the Company and Lawrence M. Alleva (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on August 12, 2016).

10.3*

Letter of Appointment, dated August 9, 2016 and effective August 11, 2016, between the Company and Ali Behbahani (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on August 12, 2016).

10.4*

Letter of Appointment, dated August 9, 2016 and effective August 11, 2016, between the Company and Ian M. Laing (incorporated by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on August 12, 2016).

10.5*

Letter of Appointment, dated August 9, 2016 and effective August 11 2016, between the Company and Elliott Sigal (incorporated by reference to Exhibit 10.5 to our Form 8-K filed with the SEC on August 12, 2016).

10.6*

Letter of Appointment, dated August 9, 2016 and effective August 11, 2016, between the Company and Peter Thompson (incorporated by reference to Exhibit 10.6 to our Form 8-K filed with the SEC on August 12, 2016).

10.7*

Letter of Appointment, dated October 26, 2016 and effective November 1, 2016, between the Company and Giles Kerr.

10.8*

Letter of Appointment, dated November 7, 2016 and effective November 14, 2016, between the Company and Tal Zaks.

10.9*

First Amendment to Employment Agreement, dated September 6, 2016 and effective April 6, 2015, between Adaptimmune LLC and Adrian Rawcliffe.

10.10*†

Services Agreement, dated September 13, 2016, by and between Adaptimmune Limited and PCT, LLC.

10.11**†

Strategic Alliance Agreement, dated September 23, 2016, by and between Adaptimmune LLC and The University Of Texas M.D. Anderson Cancer Center.

10.12*

Lease, dated October 24, 2016, by and between MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited, Adaptimmune Limited and Adaptimmune Therapeutics plc relating to 60 Jubilee Avenue Milton Park.

10.13**†

Clinical Trial Collaboration and Supply Agreement, dated October 27, 2016, by and between Merck Sharp & Dohme B.V. and Adaptimmune Limited.


10.14*

Letter, dated September 12, 2016, and effective November 8, 2016, between the Company and Immunocore Limited recording mutual agreement to terminate target collaboration agreement with termination effective on March 1, 2017.

31.1**

31.1 Certificate of Chief Executive Officer pursuantPursuant to 17 CFR 240.13a-14(a).

Section 302 of Sarbanes-Oxley Act of 2002

31.2**

31.2 Certificate of Chief Financial Officer pursuantPursuant to 17 CFR 240.13a-14(a).

32.1**

CertificateSection 302 of Chief Executive Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

32.2**

CertificateSarbanes-Oxley Act of Chief Financial Officer pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350.

101.INS*

XBRL Instance Document.

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

2002

 

*                                         Previously filed.

**                                  Filed herewith.

†                                         Confidential treatment requested by104 Cover Page Interactive Data File (embedded within the Company as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

ADAPTIMMUNE THERAPEUTICS PLC

April 6, 2017

Date: May 28, 2020

/s/ James Noble

James Noble

Chief Executive Officer

April 6, 2017

/s/ Adrian Rawcliffe

Adrian Rawcliffe

Chief FinancialExecutive Officer