ADAPY on OTC

Adaptimmune (United Kingdom)

In its 2025 annual report the company says: “We are a commercial-stage biopharmaceutical company working to redefine the treatment of solid tumor cancers with cell therapies. We are planning commercial launch for our second T-cell immunotherapy, letetresgene autoleucel, for people with synovial sarcoma and myxoid liposarcoma in 2026. We estimate that approximately 400 newly diagnosed patients per year are biomarker eligible for TECELRA, and an incremental 600 newly diagnosed synovial sarcoma and myxoid liposarcoma patients per year in the US will be biomarker eligible for lete-cel.”5 It was founded in 2008.1 It is headquartered in Abingdon-on-Thames.1 Its shares trade on OTC under the symbol ADAPY.1

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Last updated Oct 21, 2026.

Overview

2008Founded1

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  • TickerADAPY on OTC1
  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersAbingdon-on-Thames1
  • Websitewww.adaptimmune.com
  • Incorporated inUnited Kingdom3
  • Business address60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire3
  • Filer categoryNon-accelerated filer, Smaller reporting company3

We are a commercial-stage biopharmaceutical company working to redefine the treatment of solid tumor cancers with cell therapies. With the approval by the U.S. Food and Drug Administration (“FDA”) of our first biologics license application (“BLA”) for TECELRA® (afamitresgene autoleucel) (“TECELRA”), which is the first engineered T-cell therapy for the treatment of a solid tumor cancer approved in the U.S., we are now focused on its launch and commercialization.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-38.6%Operating margin6
-39.8%Net margin6
195.3%Revenue growth, 20246
-597.6%Return on equity6
4.24×Debt to equity6
-$74.1MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue0¢$70.0K
  • Research and development62¢$149.1M
  • Selling, general and admin36¢$87.3M
  • Income tax1¢$3.6M

Out of $178.0M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$178.0M in 2024+199% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $59.5M$59.5M20182019: $1.1M$1.1M2019−98%2020: $4.0M$4.0M2020+253%2021: $6.1M$6.1M2021+55%2022: $27.1M$27.1M2022+342%2023: $60.3M$60.3M2023+122%2024: $178.0M$178.0M2024+195%
Operating income789106-$68.8M in 2024−17% since 2018
-$200.0M-$150.0M-$100.0M-$50.0M02018: -$82.4M-$82.4M20182019: -$139.8M-$139.8M2019+70%2020: -$133.4M-$133.4M2020−5%2021: -$162.2M-$162.2M2021+22%2022: -$164.0M-$164.0M2022+1%2023: -$139.7M-$139.7M2023−15%2024: -$68.8M-$68.8M2024−51%
Net income789106-$70.8M in 2024−26% since 2018
-$200.0M-$150.0M-$100.0M-$50.0M02018: -$95.5M-$95.5M20182019: -$137.2M-$137.2M2019+44%2020: -$130.1M-$130.1M2020−5%2021: -$158.1M-$158.1M2021+22%2022: -$165.5M-$165.5M2022+5%2023: -$113.9M-$113.9M2023−31%2024: -$70.8M-$70.8M2024−38%
Fiscal year2018201920202021202220232024
Revenue$59.5M7$1.1M8$4.0M9$6.1M10$27.1M6$60.3M6$178.0M6
Cost of revenue$70.0K6
Research and development$98.3M7$97.5M8$91.6M9$111.1M10$127.7M6$126.5M6$149.1M6
Selling, general and admin$63.4M6$73.5M6$87.3M6
Operating expenses$168.4M10$191.1M6$200.0M6$246.8M6
Operating income-$82.4M7-$139.8M8-$133.4M9-$162.2M10-$164.0M6-$139.7M6-$68.8M6
Income before tax-$157.3M10-$163.0M6-$112.5M6-$67.2M6
Income tax$497.0K7$242.0K8$162.0K9$791.0K10$2.5M6$1.3M6$3.6M6
Net income-$95.5M7-$137.2M8-$130.1M9-$158.1M10-$165.5M6-$113.9M6-$70.8M6
Earnings per share-$0.228-$0.159-$0.1710-$0.176-$0.096-$0.056
Earnings per share (diluted)-$0.228-$0.159-$0.1710-$0.176-$0.096-$0.056
Shares (weighted, basic)934.8M shares10967.2M shares61.2B shares61.5B shares6
Shares (weighted, diluted)934.8M shares10967.2M shares61.2B shares61.5B shares6

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Corporate structure

Adaptimmune (United Kingdom) sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Adaptimmune (United Kingdom)

  • Adaptimmune (United Kingdom) Abingdon-on-Thames
    • Adaptimmune B.V. Subsidiary · Netherlands
    • CM Intermediate Sub I, Inc. Subsidiary · Delaware, United States
    • CM Intermediate Sub II, Inc. Subsidiary · Delaware, United States
    • TCR² Therapeutics Inc. Subsidiary · Delaware, United States
    • TRUCS Therapeutics Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Adaptimmune (United Kingdom) reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$83.2M6 Dec 31, 2024$97.0M6 Dec 31, 2023−14.2%
Accumulated depreciation$51.9M6 Dec 31, 2024$46.0M6 Dec 31, 2023+12.8%
Property and equipment, net$31.3M6 Dec 31, 2024$50.9M6 Dec 31, 2023−38.5%
Operating-lease assets (leased space)$19.9M6 Dec 31, 2024$20.8M6 Dec 31, 2023−4.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$91.1M6 Dec 31, 2024$144.0M6 Dec 31, 2023−36.7%
Marketable securities, current$60.5M6 Dec 31, 2024$2.9M6 Dec 31, 2023+1951.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$3.9M6 Dec 31, 2024$330.0K6 Dec 31, 2023+1075.8%
Finite-lived intangibles, gross$9.4M6 Dec 31, 2024$5.5M6 Dec 31, 2023+72.2%
Accumulated amortization$5.6M6 Dec 31, 2024$5.2M6 Dec 31, 2023+8.0%
Finite-lived intangibles, net$3.9M6 Dec 31, 2024$330.0K6 Dec 31, 2023+1075.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$7.3M6 Dec 31, 2024
Work in process$84.0K6 Dec 31, 2024

Properties, in its own words

The following table summarizes the facilities we lease as of December 31, 2024, including the location and size of the facilities, and their primary use.

Location · Approximate Square Feet · Primary Usage · Lease Expiration Dates

The rest of Item 2

Abingdon, Oxfordshire, United Kingdom · 67,140 · Corporate headquarters , Research, Development, Process Development, Manufacturing, Administration · October 2041

Abingdon, Oxfordshire, United Kingdom · 46,017 · Manufacturing, Process Development, Research · October 2041

Philadelphia, Pennsylvania, United States · 47,700 · Manufacturing, Process Development, Research · October 2031

Cambridge, Massachussetts, United States · 22,890 · Research, Development, Process Development · January 2026

As of December 31, 2024, all of the above sites were utilized by the Company.

We believe that our existing facilities are adequate for our near-term needs and will continue to keep our space requirements under review.

Item 2 of the 10-K filed Mar 24, 2025.5

Leadership

Who has led Adaptimmune (United Kingdom), and when. Pick a name to see everywhere that person has worked.

Board members and other officers (24)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Adaptimmune B.V. The Netherlands4
  • Adaptimmune LLC Delaware4
  • Adaptimmune Limited England and Wales4
  • CM Intermediate Sub I, Inc. Delaware4
  • CM Intermediate Sub II, Inc. Delaware4
  • TCR² Therapeutics Inc. Delaware4
  • TRUCS Therapeutics Limited England and Wales4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Adaptimmune LtdOct 2, 2014 to Mar 17, 20153

Timeline

  1. Oct 20, 20258-K Listing notice or transfer; Regulation FD disclosure43
  2. Sep 26, 20258-K Listing notice or transfer44
  3. Sep 12, 20258-K Listing notice or transfer45
  4. Sep 8, 20258-K Executive or director change46
  5. Aug 29, 20258-K Executive or director change47
  6. Aug 15, 20258-K Executive or director change48
  7. Aug 14, 20258-K Listing notice or transfer49
  8. Aug 13, 20258-K Results of operations50
  9. Aug 7, 20258-K Executive or director change51
  10. Jul 31, 20258-K Ended a material agreement; Completed an acquisition or sale52
  11. Jul 28, 20258-K Entered a material agreement; Exit or restructuring costs; Executive or director change53
  12. Jul 17, 20258-K Other events54
  13. Sep 3, 2019New chief executive Adrian Rawcliffe becomes CEO14
  14. Jan 4, 2016New chief executive James Noble becomes CEO15
  15. 2008Founded Founded1

Calendar

When it reported results

  1. Aug 13, 2025Reported quarterly or annual results50
  2. May 13, 2025Reported quarterly or annual results55
  3. Mar 20, 2025Reported quarterly or annual results56
  4. Nov 13, 2024Reported quarterly or annual results57
  5. Aug 12, 2024Reported quarterly or annual results58
  6. May 15, 2024Reported quarterly or annual results59
  7. Mar 6, 2024Reported quarterly or annual results60
  8. Nov 8, 2023Reported quarterly or annual results61

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

293 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 71 major events, 125 insider forms, 27 large holders, 54 other. The latest 20:

  1. Apr 22, 2026RW EDGAR
  2. Feb 17, 2026SCHEDULE 13G EDGAR
  3. Nov 14, 2025EFFECT EDGAR
  4. Nov 14, 2025SCHEDULE 13G/A EDGAR
  5. Nov 13, 2025424B3 EDGAR
  6. Nov 13, 202515-12G EDGAR
  7. Oct 28, 2025S-8 POS EDGAR
  8. Oct 28, 2025S-8 POS EDGAR
  9. Oct 28, 2025S-8 POS EDGAR
  10. Oct 28, 2025POS AM EDGAR
  11. Oct 28, 202525 EDGAR
  12. Oct 20, 20258-K EDGAR
  13. Oct 8, 20253 OWNERSHIP DOCUMENT EDGAR
  14. Sep 26, 20258-K EDGAR
  15. Sep 12, 20258-K EDGAR
  16. Sep 8, 20258-K EDGAR
  17. Sep 3, 20254 OWNERSHIP DOCUMENT EDGAR
  18. Sep 2, 2025144 EDGAR
  19. Aug 29, 20258-K EDGAR
  20. Aug 29, 20254 OWNERSHIP DOCUMENT EDGAR

The 293 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

80 open-market trades by officers, directors and large owners since October 2021: 1 buys and 79 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2025Wood GavinChief Financial OfficerSale96,000$0.01$960Form 4
Aug 28, 2025Bertrand William C JRChief Operating OfficerSale207,000$0.01$2.1KForm 4
Aug 18, 2025Behbahani AliDirectorSale14,671,794$0.01$146.7KForm 4
Aug 15, 2025Behbahani AliDirectorSale4,828,206$0.01$48.3KForm 4
Jul 30, 2025EcoR1 Capital, LLC10% ownerSale27,433,338$0.10$2.7MForm 4
Jul 29, 2025EcoR1 Capital, LLC10% ownerSale2,687,460$0.10$268.7KForm 4
Jul 28, 2025EcoR1 Capital, LLC10% ownerSale33,931,740$0.11$3.7MForm 4
Jan 17, 2025Norry ElliotChief Medical OfficerSale5,584$0.58$3.2KForm 4
Jan 17, 2025Lunger JohnChief Patient Supply OfficerSale5,584$0.58$3.2KForm 4
Jan 17, 2025Bertrand William C JRChief Operating OfficerSale5,584$0.58$3.2KForm 4
Jan 17, 2025Rawcliffe AdrianChief Executive OfficerSale30,601$0.58$17.7KForm 4
Jan 15, 2025Rawcliffe AdrianChief Executive OfficerSale29,096$0.57$16.6KForm 4
Jan 15, 2025Piccina CintiaChief Commercial OfficerSale12,991$0.57$7.4KForm 4
Jan 15, 2025Norry ElliotChief Medical OfficerSale9,803$0.57$5.6KForm 4
Jan 15, 2025Lunger JohnChief Patient Supply OfficerSale9,803$0.57$5.6KForm 4
Jan 15, 2025Bertrand William C JRChief Operating OfficerSale9,803$0.57$5.6KForm 4
Jan 13, 2025Rawcliffe AdrianChief Executive OfficerSale30,473$0.59$18.0KForm 4
Jan 13, 2025Norry ElliotChief Medical OfficerSale12,392$0.59$7.3KForm 4
Jan 13, 2025Lunger JohnChief Patient Supply OfficerSale9,739$0.59$5.7KForm 4
Jan 13, 2025Bertrand William C JRChief Operating OfficerSale9,739$0.59$5.7KForm 4

All 80 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Adrian Rawcliffe Chief Executive Officer53$676.0K$2.1M71
2024Cintia PiccinaChief Commercial Officer52$1.2M$1.7M71
2024William BertrandChief Operating Officer60$486.9K$1.1M71
2023Adrian Rawcliffe Chief Executive Officer53$650.0K$2.8M71
2023William BertrandChief Operating Officer60$468.2K$1.2M71
2023Cintia PiccinaChief Commercial Officer52$501.0K$992.3K71

SEC filer profile

How Adaptimmune (United Kingdom) is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAdaptimmune Therapeutics PLC2
  • CIK0001621227
  • Employer ID (EIN)00-00000005
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inX05
  • Fiscal year endsDecember 312
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business address60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, United Kingdom2
  • Phone44 1235 4300002
  • Shares outstanding1,590,309,546 as of Aug 11, 202512
  • Public float$230.9M as of Jun 30, 20245
  • AuditorKPMG LLP, Reading, United Kingdom PCAOB ID 1118; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceOct 2, 20142
  • Filings808 in all: 4 (310), 8-K (197), 3 (41), SC 13G/A (32), 10-Q (29), 6-K (20), CORRESP (16), SC 13G (14)2
    All 51 form types

    144 (13), UPLOAD (13), 10-K (9), 424B5 (9), CT ORDER (9), DEF 14A (9), PRE 14A (8), SCHEDULE 13G/A (8), EFFECT (7), SC 13D/A (6), 425 (5), S-8 POS (5), S-3 (4), S-3/A (3), S-8 (3), 10-Q/A (2), 20-F (2), 424B3 (2), 8-K/A (2), ARS (2), F-1/A (2), F-6EF (2), S-3ASR (2), SC 13D (2), SCHEDULE 13G (2), 15-12G (1), 25 (1), 424B4 (1), 8-A12B (1), CERTNAS (1), D (1), DRS (1), DRS/A (1), DRSLTR (1), F-1 (1), F-1MEF (1), F-6 (1), NT 10-K (1), POS AM (1), RW (1), S-4 (1), S-4/A (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2025
    Quarterly report (10-Q) Aug 13, 2025
    Proxy statement (DEF 14A) Apr 25, 2025
    Latest 8-K (8-K) Oct 20, 2025

Securities registered for trading

ClassSymbolExchange
American Depositary Shares, each representingADAPThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 24, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Adaptimmune (United Kingdom) names in Item 1A of its 10-K filed Mar 24, 2025: 70 risks under these headings, as written.5

  • Risks Related to Our Financial Condition and Capital Requirements
  • Risks Related to the Commercialization and Marketing of Our Cell Therapies
  • Risks Related to the Development of Our Cell Therapies
  • Risks Related to the Manufacture and Supply of Our Cell Therapies
  • Risks Related to Government Regulation
  • Risks Related to Our Reliance Upon Third Parties
  • Risks Related to Our Intellectual Property
  • Risks related to litigation
  • General Business Risks
  • We have incurred net losses every year since our inception and expect to continue to incur net losses in the future.
  • We are currently operating in a period of heightened economic, energy supply and material supply uncertainty as a result of the Russian/Ukrainian conflict and the Israel-Hamas conflict.
  • Unstable market and economic conditions may have a serious adverse impact on our business and financial condition.
The other 67 risks
  • If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our cell therapies.
  • Although our financial statements have been prepared on a going concern basis there is substantial doubt about our ability to continue as a going concern.
  • Our current cash projections include reliance on the ability to obtain certain tax credits and the operation of certain tax regimes within the U.K. Should these cease to be available or be reduced, this could impact our ongoing requirement for investment and the timeframes within which additional investment is required.
  • Our ability to generate revenue from sales of our cell therapies and become profitable depends on our ability to progress our cell therapies through development.
  • Our business is, in part, dependent on the successful commercialization of TECELRA in the United States.
  • TECELRA is approved under accelerated approval in the United States, and additional confirmatory work is required in order to maintain that approval. Inability to maintain approval or to otherwise meet the requirements imposed by the FDA will have a significant impact on our ability to commercialize TECELRA.
  • As part of the approval of TECELRA, certain post approval requirements apply which, if not satisfied, could impact continued approval of TECELRA.
  • The approval of TECELRA is limited to adult patients with unresectable or metastatic synovial sarcoma who have received prior chemotherapy, are positive for HLA-A*02:01P, -A*02:02P, -A*02:03P, or -A*02:06P, and negative for HLA-A*02:05P, and whose tumor expresses the MAGE-A4 antigen.
  • This is the first time we as an organization are marketing a product and we have limited experience as a commercial company and have never generated revenue from product sales.
  • As a novel cell therapy, TECELRA may not gain market acceptance among physicians, patients, hospitals, cancer treatment centers and others in the medical community, including referral centers.
  • Coverage, price flexibility, and reimbursement may be limited or unavailable in certain market segments for TECELRA.
  • TECELRA represents a novel approach to treatment of synovial sarcoma that could result in heightened regulatory scrutiny.
  • Manufacturing and supply of cell therapies is complex, and if we encounter any difficulties in manufacture or supply of TECELRA or our ability to provide supply for confirmatory clinical trials commercial supply of TECELRA could be delayed or stopped.
  • We will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated problems with TECELRA.
  • We may not be able to obtain marketing approvals of our cell therapies including lete-cel as broadly as planned or on the timescales we plan.
  • The review and approval of a BLA for lete-cel may not occur on the anticipated timelines, and we cannot be certain that the FDA will grant final marketing approval.
  • Development of a commercially available cell therapy process is difficult, and we may be unable to develop the process on currently anticipated timescales or at all.
  • Following grant of marketing authorization we will be subject to ongoing regulatory obligations, which may result in significant additional expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our cell therapies.
  • We may not be able to develop or obtain approval for the analytical assays and companion diagnostics required for commercialization of our cell therapies including lete-cel.
  • Obtaining and maintaining regulatory approval of our cell therapies in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our cell therapies in other jurisdictions.
  • The market opportunities for cell therapies may be limited to those patients who have failed prior treatments.
  • We currently have a limited marketing and sales organization and as an organization have no experience in marketing products.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our cell therapies.
  • Even if we or our collaborators obtain regulatory approval of our cell therapies, they may not gain market acceptance among physicians, patients, hospitals, cancer treatment centers and others in the medical community.
  • Coverage, price flexibility, and reimbursement may be limited or unavailable in certain market segments for cell therapies.
  • Our cell therapies for which we intend to seek approval as biologic products may face competition sooner than anticipated.
  • Our cell therapy products require significant additional clinical testing before we can seek regulatory approval and begin commercialization.
  • The data produced in preclinical testing and clinical trials for our preclinical and clinical-stage cell therapies is at an early stage, and future data may not support continued progression of any of these therapies through development.
  • We may not be able to commence additional clinical trials for cell therapies on the timeframes we expect.
  • T-cell therapy is a novel approach to cancer treatment that creates significant increased risk in terms of side-effect profile.
  • We may encounter substantial delays in our clinical trials or may not be able to conduct our trials on the timelines we expect.
  • Our cell therapies represent a novel approach to cancer treatment that could result in heightened regulatory scrutiny and delays in clinical development.
  • Our clinical trials may fail to demonstrate adequately the safety and efficacy of any cell therapies which would prevent or delay regulatory approval and commercialization.
  • Clinical trials are expensive, time-consuming and difficult to implement.
  • Validation of our cell therapies requires access to human samples which we may be unable to obtain or, if they can be obtained, that the terms under which they are provided will be favorable to us.
  • Our cell therapies and their application are not fully scientifically understood and are still undergoing validation and investigation.
  • We may not be able to identify and validate additional target peptides or isolate and develop affinity-enhanced TCRs or other cell therapy candidates that are suitable for validation and further development.
  • Development of an “off-the-shelf” cell therapy takes a considerable amount of time and such development may not be successful.
  • Manufacturing and supply of cell therapies is complex, and if we encounter any difficulties in manufacture or supply of cell therapies our ability to provide supply of our cell therapies for clinical trials or for commercial purposes could be delayed or stopped.
  • Our manufacturing process needs to comply with regulations, and any failure to comply with relevant regulations could result in delays in or termination of our clinical programs and suspension or withdrawal of any regulatory approvals.
  • We have our own manufacturing capabilities which may result in increased costs being incurred by us.
  • Our autologous cell therapy products are patient-specific and we need to ensure that the correct product is administered to the correct patient.
  • Regulatory authorities may impose a hold on our clinical trials.
  • The FDA regulatory process can be difficult to predict, in particular whether for example, accelerated approval processes are available or further unanticipated clinical trials are required will depend on the data obtained in our ongoing clinical trials.
  • We may be unable to obtain breakthrough or similar designations for our cell therapies or maintain the benefits associated with such designations.
  • We will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense as well as significant penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our cell therapies.
  • We may seek a conditional marketing authorization in Europe for some or all of our current cell therapies, but we may not be able to obtain or maintain such authorization.
  • We may not be able to obtain or maintain orphan drug exclusivity for our cell therapies.
  • Any failure by us to comply with existing regulations could harm our reputation and operating results.
  • Our research and development activities utilize hazardous, radioactive and biological materials. Should such materials cause injury or be used other than in accordance with applicable laws and regulations, we may be liable for damages.
  • We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, results of operations and financial condition.
  • If we are found in violation of federal or state “fraud and abuse” or other health care laws, we may be required to pay a penalty and/or be suspended from participation in federal or state health care programs, which may adversely affect our business, financial condition and results of operations.
  • We rely on Galapagos in relation to the performance of the collaboration agreement between us and for progression of uza-cell into the clinic.
  • We rely on third parties to manufacture and supply our cell therapies and to develop next-generation cell therapies, and we may have to rely on third parties to produce and process our cell therapies, if approved.
  • Certain of the components required for manufacturing of our cell therapies come from sole source or limited source suppliers.
  • We rely on third parties to conduct our clinical trials.
  • We may be forced to litigate to enforce or defend our intellectual property rights, and/or the intellectual property rights of our licensors.
  • We may not be able to protect our proprietary technology in the marketplace or the cost of doing so may be prohibitive or excessive.
  • We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
  • If third parties claim that our activities or products infringe upon their intellectual property, our operations could be adversely affected.
  • Licenses may be required from third parties in relation to any of cell therapies developed or commercialized by us.
  • Where we license certain technology from a third party, the prosecution, maintenance and defense of the patent rights licensed from such third party may be controlled by the third party which may impact the scope of patent protection which will be obtained or enforced.
  • Issued patents protecting our T-cells or other cell therapies could be found invalid or unenforceable if challenged in court or at the USPTO.
  • Risk of Legal Proceedings
  • We are subject to legal proceedings, the outcome of which could be unfavorable to us
  • We depend upon our key personnel and our ability to attract and retain employees.
  • We may engage in strategic transactions that could impact our liquidity, increase our expenses and present significant distractions to our management.
  • We expect to face intense competition, which may be from companies with greater resources and experience than we have.

Legal proceedings

On December 2, 2024, the University of Texas M.D. Anderson Cancer Center (“MD Anderson”) served litigation in the District Court of Harris County against Adaptimmune LLC (“Adaptimmune”). The litigation relates to a Strategic Alliance Agreement between MD Anderson and Adaptimmune dated September 23, 2016. MD Anderson claims damages of over $21 million (excluding legal fees and costs of court) caused by Adaptimmune’s breach of contract. Alternatively, MD Anderson brings an action for quantum meruit, promissory estoppel, unjust enrichment, negligent misrepresentation and reformation. Adaptimmune provided its Original Answer, Affirmative Defenses, Special Exceptions and Counterclaims on January 22, 2025 denying all allegations of the MD Anderson petition and counterclaiming for breach of contract. MD Anderson filed a motion to dismiss Adaptimmune’s counterclaim, Special Exceptions and Original Answer to the counterclaim denying all allegations in the counterclaim on February 11, 2025. The case has not yet proceeded to discovery stage and we do not believe there is any merit to the claims being brought by MD Anderson.

Save as provided above, as of December 31, 2024, we were not a party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.5

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