As filed with the Securities and Exchange Commission
on October 28, 2025
Registration No. 333-286639
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-286639)
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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.) |
60 Jubilee Avenue,
Milton Park Abingdon, Oxfordshire OX14 4RX
United Kingdom
(44) 1235 430000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
ADAPTIMMUNE LLC
351 Rouse Boulevard,
The Navy Yard Philadelphia, PA 19112
(215) 825 9260
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
David S. Bakst, Esq.
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 506-2500
Facsimile: (212) 849-5551
Facsimile: (44) 1235 430001
Adrian Rawcliffe,
Chief Executive Officer Adaptimmune Therapeutics plc
60 Jubilee Avenue,
Milton Park Abingdon,
Oxfordshire, OX14 4RX United Kingdom
Telephone: (44) 1235 430000
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ¨ |
Accelerated
filer ¨ |
| |
|
| Non-accelerated
filer x |
Smaller
reporting company 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 standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
Adaptimmune Therapeutics plc, a public limited
company incorporated under the laws of England and Wales (the “Company”), is filing this post-effective amendment (the “Post-Effective
Amendment”) to the following Registration Statement on Form S-3 (the “Registration Statement”), which has been
previously filed with the Securities and Exchange Commission (the “SEC”), to deregister:
| 1. | Any and all securities, registered but unsold or otherwise unissued as of the date hereof under
the Registration Statement on Form S-3 (File No. 333-286639), filed with the SEC on April 18,
2025, registering an indeterminate number of American Depositary Shares (“ADSs”), par value
£0.001 per share, Warrants, Units, or any combination of the foregoing, having an aggregate initial
public offering price not to exceed $400 million. |
On October 20, 2025, the Company announced
its intention to apply for the voluntary delisting of its ADSs, each representing six ordinary shares, from the Nasdaq Capital Market
and the voluntary deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with the SEC. In connection with the Company’s voluntary decision to delist and deregister its ADSs, the Company has
terminated any and all offerings pursuant to the Registration Statement. Accordingly, this filing is made pursuant to an undertaking
made by the Company in Part II of the Registration Statement to remove from registration by means of a post-effective amendment
any securities that had been registered for issuance but remain unsold at the termination of the offering. The Company, by filing this
Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all
securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (the “Securities Act”), the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Oxfordshire, England on October 28, 2025.
| ADAPTIMMUNE
THERAPEUTICS PLC |
|
| |
|
| By: |
/s/ Adrian Rawcliffe |
|
| |
Name: |
Adrian
Rawcliffe |
|
| |
Title: |
Chief
Executive Officer |
|
No other person is required to sign the Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933.
