Adaptimmune Therapeutics Plc SEC Filings

Form 144 notice for Adaptimmune Therapeutics plc (ADAP): A proposed sale of 13,829,778 American Depositary Receipts is being submitted for sale through J.P. Morgan Securities LLC on or about 08/15/2025 on NASDAQ. The form lists the issuer's total shares outstanding as 1,590,309,546 and reports an aggregate market value for the proposed sale of 981,914. The ADRs were acquired in private placements from the issuer on several dates between 09/23/2014 and 09/05/2018, with recorded quantities for each acquisition and cash as the nature of payment. No securities were reported sold by the filer in the past three months. The filer certifies they are not aware of undisclosed material adverse information.

Form 144 notice: The filer notified the sale of 3,250,000 American Depositary Receipts (ADRs) through J.P. Morgan Securities LLC with an approximate aggregate market value of $230,750, and an approximate sale date of 08/15/2025 on NASDAQ. The filing reports 1,590,309,546 ADRs outstanding. The securities were originally acquired in private placements from the issuer on 09/05/2018 (2,000,000 ADRs) and 01/22/2020 (1,250,000 ADRs), with payment in cash on the acquisition dates. The filer certifies they have no undisclosed material adverse information. The filing shows no securities sold by the seller in the past three months.

Adaptimmune disclosure: Two Seas Capital entities and Sina Toussi report beneficial ownership of 135,484,206 ordinary shares of Adaptimmune, representing 8.5% of the outstanding share class. The holdings are held by Two Seas Global (Master) Fund LP and are represented by 22,580,701 American Depositary Shares. The filing states that Two Seas Capital has sole voting and sole dispositive power over these shares through its advisory and partnership roles; Two Seas Capital GP serves as general partner and Sina Toussi serves as Managing Member and chief investment officer. The 8.5% figure is calculated using a total of 1,590,309,546 shares outstanding.

Adaptimmune Therapeutics plc (ADAP) reported a six-month net loss of $77.9 million and used $101.4 million of cash in operating activities through June 30, 2025. Revenue for the six months was $20.96 million, down from $133.91 million in the prior-year period, reflecting lower development revenue. Cash and cash equivalents were $26.1 million at period end and total assets fell to $130.6 million from $246.0 million at year-end. The company carried an accumulated deficit of $1,171.9 million and negative stockholders' equity of $70.96 million.

After period end, Adaptimmune completed an asset sale of its TECELRA, letecel, afami-cel and uza-cel product assets to US WorldMeds for $55.0 million upfront, with up to $30.0 million in contingent milestone payments, and used part of the proceeds to repay all indebtedness to Hercules (payoff ~$29.1 million), terminating the loan. The company announced further workforce reductions of approximately 62% post-transaction and expects to incur $7–8 million of pre-tax severance and related costs. Management states cash will be sufficient to meet operating requirements for 12 months following this filing.

Adaptimmune Therapeutics plc announced second-quarter financial results for the period ended June 30, 2025 and provided a corporate update. The Form 8-K furnishes the companys press release as Exhibit 99.1 and states that the furnished information is not deemed "filed" for purposes of Section 18 and is not incorporated by reference except by specific reference.

The filing does not include the financial figures or operational details; the full press release attached as Exhibit 99.1 contains the detailed results and corporate update.