ADAPY 8-K
Adaptimmune Therapeutics PLC (ADAPY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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the Securities Exchange Act of 1934
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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
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.☐
Item 1.02 Termination of a Material Definitive Agreement
On March 2, 2023, Adaptimmune Limited and Universal Cells, Inc (“Universal Cells”) mutually agreed to the termination of the Collaboration and License Agreement between Adaptimmune Limited and Universal Cells dated January 13, 2020 (the “Collaboration Agreement”), pursuant to which Universal Cells and Adaptimmune Limited had agreed to collaborate to research, develop, and commercialize certain cellular therapy products directed to certain targets. Termination of the Collaboration Agreement became effective March 6, 2023 (the “Effective Date”). The parties previously terminated an Amended and Restated Research Collaboration and License Agreement, dated January 13, 2020, effective February 26, 2023.
In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Collaboration Agreement ceased, and each party is required to return all confidential information of the other party within 30 days of the Effective Date. Each party also agreed to destroy all cell lines and other materials of the other party in its possession within 30 days of the Effective Date. There were no termination penalties in connection with the termination.
Item 2.02 Results of Operations and Financial Conditions.
On March 6, 2023, Adaptimmune Therapeutics plc (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2022 and provided a corporate update. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2023, Adaptimmune, LLC (“Adaptimmune”), a wholly-owned subsidiary of Adaptimmune Therapeutics plc (the “Company”), entered into a separation and consulting agreement (the “Agreement”) with Cintia Piccina who served as the Company’s Chief Commercial Officer since January 31, 2022. Ms. Piccina also received notice pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (WARN Act). The Agreement is effective as of March 5, 2023 and provides that Ms. Piccina’s employment with Adaptimmune ends on that date and she will provide consulting services to the Company for a period from March 6, 2023 until September 6, 2023 unless the consulting arrangement is terminated earlier or extended (the “Consulting Period”).
The Agreement provides that Adaptimmune will pay Ms. Piccina a severance payment equal to nine months base pay, in the amount of $333,750, less all applicable deductions and withholdings and a payment equal to the gross value of nine months of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) totaling $5,730.84. These payments will be made in lump-sum form in the next available month-end pay date following the effective date of the Agreement. Ms. Piccina acknowledged and agreed that the payments are in full satisfaction of Adaptimmune’s obligations under its Executive Severance Policy dated March 10, 2017.
An option covering 3,376,992 ordinary shares (the “Market Value Options”) granted to Ms. Piccina on January 31, 2022 pursuant to the Adaptimmune Therapeutics plc 2016 Employee Share Option Scheme and related plan documents (collectively, the “Plan”) will continue to vest during the Consulting Period, subject to the relevant Plan rules and in accordance with the respective vesting schedule. The Agreement provides that Ms. Piccina will not receive any additional compensation for the consulting services. Provided that the Agreement is not terminated by the Company for cause, Ms. Piccina will be permitted a period of 12 months from the date that she ceases to be Connected (as defined in the Plan) to exercise the Market Value Options that shall have vested by the date that she ceases to be Connected.
The foregoing summary of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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.
ADAPTIMMUNE THERAPEUTICS PLC | |||
Date: March 6, 2023 | By: | /s/ Margaret Henry | |
Name: | Margaret Henry | ||
Title: | Corporate Secretary | ||
Exhibit 10.1
SEPARATION AND CONSULTING AGREEMENT
THIS SEPARATION AND CONSULTING AGREEMENT (together with Exhibit A, the “Agreement”) is made and entered into effective as of March 5, 2023 (“Effective Date”) by and between Adaptimmune, LLC (“Adaptimmune”) and Cintia Piccina (“Piccina”).
WHEREAS, Piccina and Adaptimmune previously entered into an Employment Agreement, dated as of January 26, 2022 (the “Employment Agreement”).
WHEREAS, Piccina’s employment with Adaptimmune shall end, and Adaptimmune and Piccina wish to conclude their employment relationship on mutually satisfactory terms and to settle fully and finally all matters and potential disputes that Piccina may have with Adaptimmune and certain others.
WHEREAS, Piccina and Adaptimmune have agreed that following the Effective Date, Piccina shall continue to provide services to Adaptimmune under the terms of this Agreement in order to facilitate a smooth transition for both parties.
NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, Adaptimmune and Piccina hereby agree as follows:
| i. | A payment equal to gross value of nine (9) months’ base pay, in the amount of $333,750, less all applicable deductions and withholdings; and |
| ii. | A payment equal to the gross value to cover nine (9) months of health care coverage through COBRA totaling a net of $5,730.84. |
The Payment will be made in lump-sum form in the next available Company month-end pay date following the Effective Date of this Agreement. Piccina acknowledges and agrees that the Payment is in full satisfaction of Adaptimmune’s obligations to Piccina under the Executive Severance Policy dated March 10, 2017 (the “Severance Policy”). Piccina will be entitled to any accrued and unused vacation time, as communicated separately, regardless of whether she elects to sign this Agreement.
Regardless of whether Piccina enters into this Agreement, Piccina will remain eligible to receive group health benefits (medical and dental) through the end of the month of the Separation Date in accordance with plan terms and enrollment status, and will receive a notice of rights under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), pursuant to which Piccina can, if eligible, elect to extend health benefits on a self-pay basis. If Piccina enters into this Agreement, Piccina will receive the taxable lump sum cash payment identified in Section 2(ii) above intended
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for use to extend health benefits under COBRA. However, this amount is not legally restricted as to use and it will be paid regardless of whether Piccina actually enrolls for COBRA coverage. To receive COBRA coverage, Piccina must fulfill all enrollment requirements and pay all applicable premiums in a timely manner. Adaptimmune will not enroll Piccina for COBRA coverage or pay any COBRA premiums on Piccina’s behalf.
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BY SIGNING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES DOING SO VOLUNTARILY AFTER CAREFULLY READING AND FULLY UNDERSTANDING EACH PROVISION AND ALL OF THE EFFECTS OF THIS AGREEMENT, WHICH INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS AND A RESTRICTION ON FUTURE LEGAL ACTION AGAINST ADAPTIMMUNE AND OTHER RELEASED PARTIES.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties execute this Separation and Consulting Agreement. | |
Employee: By: /s/ Cintia Piccina Printed Name: Cintia Piccina Date: March 3, 2023 | For Adaptimmune, LLC: By:/s/ Adrian Rawcliffe Printed Name: Adrian Rawcliffe Title: CEO Date: March 3, 2023 |
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EXHIBIT A
REAFFIRMATION OF SEPARATION AND CONSULTING AGREEMENT
I, Cintia Piccina, through this Reaffirmation of Separation and Consulting Agreement (this “Reaffirmation”) hereby reaffirm and recommit to the terms and conditions of the Separation and Consulting Agreement effective March 5, 2023 (the “Separation Agreement”), that I entered into with Adaptimmune, LLC (“Adaptimmune”). In particular, I reaffirm the General Release and Covenant Not to Sue provisions set forth in Sections 5 and 6 of the Separation Agreement, as well as Sections 7 through 15 of the Separation Agreement. I understand and acknowledge that the General Release is intended to be as broad as legally permissible and applies to both employment-related and non-employment-related claims against any and all Released Parties (as defined in the Separation Agreement) up to the time that I execute this Reaffirmation.
Notwithstanding the foregoing, I understand that the following are not included in this reaffirmation of the General Release: (i) any rights or claims that arise after the date I sign this Reaffirmation; (ii) any rights or claims that are not waivable as a matter of law; or (iii) any claims arising from the breach of the Separation Agreement or this Reaffirmation. In addition, I understand that nothing in this Reaffirmation prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, or any other government agency.
I further acknowledge and confirm that I have been given a period of at least forty-five (45) calendar days within which to consider the Agreement and whether to execute this Reaffirmation, and the parties agree that any changes to this Agreement, whether material or immaterial, have not re-started the running of this period. For my signature on this Reaffirmation to be effective, it must be dated no earlier than the last day of the Consulting Period and no more than forty-five (45) days following the last day of the Consulting Period.
I may revoke or cancel my acceptance of this Reaffirmation (but not the Separation Agreement) within seven (7) calendar days after execution of it by notifying Adaptimmune of my desire to do so in writing delivered to Adaptimmune at: (i) 351 Rouse Boulevard, Philadelphia, PA 19112, or (ii) [email protected]. To be effective, Adaptimmune must receive such notice of revocation or cancellation before the close of business on the seventh (7th) calendar day following my execution of this Reaffirmation. I understand and agree that I will not be entitled to the Additional Consideration (as defined in the Separation Agreement) if I revoke this Reaffirmation in the time and manner described above.
I understand that my receipt of the Additional Consideration described in Section 4 of the Separation Agreement is conditioned upon my returning this Reaffirmation to Adaptimmune within forty-five (45) days after the end of the Consulting Period. By signing this Reaffirmation, I hereby reaffirm and agree that I will continue to be bound by the terms of the Separation Agreement.
Dated:___________________________
Signed:___________________________
Exhibit 99.1
Adaptimmune Reports Fourth-Quarter and Full Year Financial Results and Business Update
BLA submission initiated for afami-cel, with aim to complete in mid-2023; afami-cel has the potential to be the first marketed engineered TCR T-cell therapy for a solid tumor
52% (13/25) response rate in ovarian, bladder and head & neck cancers in the Phase 1 SURPASS trial with next-generation MAGE-A4 product; 75% (9/12) response rate amongst patients with these tumor types who received ≤ 3 prior lines of therapy
Adaptimmune will advance its wholly owned optimized PRAME TCR to be IND-ready in 2023
Strategic combination to create a preeminent cell therapy company for solid tumors
announced earlier today
Webcast to be held today, March 6, 2023, at 8:00 a.m. EST (1:00 p.m. GMT)
PHILADELPHIA, PA. and OXFORD, UK, March 6, 2023 – Adaptimmune Therapeutics plc (Nasdaq: ADAP), a leader in cell therapy to treat cancer, today reported financial results for the fourth quarter and full year ended December 31, 2022 and provided a business update.
Adrian Rawcliffe, Adaptimmune’s Chief Executive Officer: “The last twelve months have seen immense progress in autologous cell therapies for people with cancer. CAR-T therapies have established autologous T-cell therapy as viable businesses within the broader cell and gene therapy market, which has annual sales exceeding three billion dollars. Our progress with T-cell therapies in solid tumors is truly exciting, as solid tumors account for nearly 90% of all adult cancers. I think 2023 will be a breakout year for T-cell therapies to address the broader cancer market, with Adaptimmune at the forefront.”
Adaptimmune’s first potential commercial product, afami-cel, for the treatment of synovial sarcoma
Adaptimmune initiated its BLA submission to the U.S. Food and Drug Administration (FDA) in the fourth-quarter 2022 and is on track to complete the BLA in mid-2023. This BLA is supported by data from Cohort 1 of the pivotal trial SPEARHEAD-1, which met its primary endpoint for efficacy. The Company has Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA for afami-cel for the treatment of synovial sarcoma.
As reported in November 2022, data presented at the Connective Tissue Oncology Society (CTOS) annual meeting indicate continued clinical responses with an acceptable safety profile in heavily pre-treated patients with late-stage synovial sarcoma after a single dose of afami-cel.
| ● | Overall response rate was 39% in heavily pre-treated patients with synovial sarcoma, with a median duration of response of ~12 months |
| ● | Afami-cel shown to drive tumor infiltration of activated and proliferative cytotoxic ("killer") T-cells into tumors - which likely contributes to antitumor responses. |
| ● | Benefit:risk profile of afami-cel has been favorable, to date |
Potential of next-gen MAGE-A4 TCR T-cell therapy (ADP-A2M4CD8) in multiple solid tumors
| ● | The following results were reported from 43 evaluable patients the Phase 1 SURPASS trial at the beginning of the year in heavily pre-treated patients with late-stage cancers after a single dose of ADP-A2M4CD8 |
| o | 37% overall response rate across multiple solid tumors |
| o | 52% response rate in the focus indications of ovarian, bladder and head & neck cancers |
| o | 75% response rate in these focus indications amongst patients who received ≤ 3 prior lines of therapy |
| ● | The Company is initiating a Phase 2 trial, SURPASS-3, in 1H 2023 for people with ovarian cancer. |
| o | SURPASS-3 will be conducted in patients with platinum resistant ovarian cancer who have received ≤ 4 prior lines of therapy; ADP-A2M4CD8 will be investigated as monotherapy and also combined with the checkpoint inhibitor nivolumab. |
| o | SURPASS-3, which could become registrational, is supported by RMAT designation from the FDA and is being developed in collaboration with The GOG Foundation, Inc. |
| ● | Adaptimmune is initiating two new cohorts in the Phase 1 SURPASS trial, combining ADP-A2M4CD8 with the checkpoint inhibitor pembrolizumab in 1) the second line treatment setting for bladder cancer and 2) in the first line treatment setting for head & neck cancer. |
| ● | As announced last year, the Company has closed the SURPASS-2 trial in gastroesophageal cancers to further enrollment |
Preclinical pipeline update
| ● | Last year, the Company announced that it will gain full control of the late-stage preclinical optimized PRAME TCR as well as the NY-ESO cell therapy program; discussions with GSK to finalize termination and transfer terms remain ongoing |
| ● | The Company aims for the PRAME program to be IND-ready in 2023 |
| ● | Adaptimmune will continue to focus on its MAGE-A4 franchise while determining the optimal development path for complementary PRAME and NY-ESO programs |
| ● | Partnered programs with Genentech continue with the allogeneic pipeline and the Company is also advancing its own wholly owned allogeneic programs |
| ● | Last year, the Company took the decision to change the cell line being used to develop its MAGE-A4 allogeneic cell therapy. This change was due to the presence of a chromosomal abnormality in the original cell line and will delay the timing of the first allogeneic IND submission to 2025. This original cell line is not used in any of the Company's partnered programs. |
Corporate and other news
| ● | Adaptimmune and Universal Cells have agreed to terminate the Collaboration and License Agreement dated January 13, 2020 under which the parties agreed to co-develop certain allogeneic cell therapies. Termination is effective as of March 6, 2023. Termination does not impact the development of our allogeneic cell lines for our internal allogeneic programs or for our collaboration with Genentech Inc. |
| ● | Completed the majority of the expenditure on two capital projects to prepare manufacturing network for the next phase of growth. |
| o | Additional cleanroom space in the manufacturing facility at the Navy Yard in Philadelphia, PA for future commercial launch of afami-cel |
| o | Construction of a dedicated allogeneic manufacturing facility in the United Kingdom (co-located with its UK research headquarters) to supply future allogeneic products. |
| ● | Completed restructuring with a reduction in headcount of approximately 25%. |
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| ● | In connection with the Company’s restructuring, Cintia Piccina separated from the Company as its Chief Commercial Officer effective March 5, 2023. Ms. Piccina remains engaged with Adaptimmune on a consultancy basis. |
Financial Results for the fourth quarter and year ended December 31, 2022
| ● | Cash / liquidity position: As of December 31, 2022, Adaptimmune had cash and cash equivalents of $108.0 million and Total Liquidity1 of $204.6 million, compared to $149.9 million and $369.6 million, respectively, as of December 31, 2021. |
| ● | Revenue: Revenue for the fourth quarter and year ended December 31, 2022 was $11.0 million and $27.1 million, respectively, compared to $1.4 million and $6.1 million for the same periods in 2021. Revenue has increased primarily due to an increase in development activities under our collaboration arrangements, in particular due to development activities under the Genentech Strategic Collaboration and License Agreement, which become effective in October 2021. Revenue also increased due to a $6 million payment receivable from GSK as a result of the termination and amendment to the GSK Collaboration and License Agreement. |
| ● | Research and development (R&D) expenses: R&D expenses for the fourth quarter and year ended December 31, 2022 were $23.1 million and $127.7 million, respectively, compared to $29.5 million and $111.1 million for the same periods in 2021. R&D expenses increased due to an increase in the average number of employees engaged in research and development, increases in subcontracted expenditures and a decrease in offsetting reimbursements receivable for research and development tax and expenditure credits. |
| ● | General and administrative (G&A) expenses: G&A expenses for the fourth quarter and year ended December 31, 2022 were $15.2 million and $63.4 million, respectively, compared to $14.8 million and $57.3 million for the same periods in 2021 due to increases in employee-related costs and other corporate costs and restructuring charges. |
| ● | Net loss: Net loss attributable to holders of the Company’s ordinary shares for the fourth quarter and year ended December 31, 2022 was $29.3 million and $165.5 million, respectively ($(0.03) and $(0.17) per ordinary share), compared to $38.9 million and $158.1 million, respectively ($(0.04) and $(0.17) per ordinary share), for the same periods in 2021. |
Financial Guidance
The Company believes that its existing cash, cash equivalents and marketable securities, together with the additional payments under the Strategic Collaboration and License Agreement with Genentech and reductions in the Company’s operating costs as a result of the restructuring of the Company that is expected to be completed in the first quarter of 2023, will fund the Company’s current operations into early 2025, as further detailed in the Company’s Quarterly Report on Form 10-K for the fourth quarter and year ended December 31, 2022, to be filed with the Securities and Exchange Commission following this earnings release.
On March 6, 2023 the Company announced entry into a merger agreement under which the Company will combine with TCR² Therapeutics Inc in an all-stock transaction. Following the closing of the transaction, we currently estimate that the cash runway of the combined company will extend into early 2026.
1 Total liquidity is a non-GAAP financial measure, which is explained and reconciled to the most directly comparable financial measures prepared in accordance with GAAP below
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Webcast Information
The Company will host a live webcast to provide additional details at 8:00 a.m. EDT (1:00 p.m. GMT) today, March 6, 2023. A live webcast of the conference call and replay can be accessed at https://api.newsfilecorp.com/redirect/e4WKKsxwna. Call in information is as follows: (800)-319-4610 (US or Canada) or +1 (416)-915-3239 (International and additional options available HERE). Callers should dial in 5-10 minutes prior to the scheduled start time and simply ask to join the Adaptimmune call.
About Adaptimmune
Adaptimmune is a clinical-stage biopharmaceutical company focused on the development of novel cancer immunotherapy products for people with cancer. The Company’s unique SPEAR (Specific Peptide Enhanced Affinity Receptor) T-cell platform enables the engineering of T-cells to target and destroy cancer across multiple solid tumors.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve certain risks and uncertainties. Such risks and uncertainties could cause our actual results to differ materially from those indicated by such forward-looking statements, and include, without limitation: the success, cost and timing of our product development activities and clinical trials and our ability to successfully advance our TCR therapeutic candidates through the regulatory and commercialization processes. For a further description of the risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, as well as risks relating to our business in general, we refer you to our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2021 filed on March 14, 2022, Current Reports on Form 8-K, and our other filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made and we do not undertake any obligation to update such forward-looking statements to reflect subsequent events or circumstances.
Total Liquidity (a non-GAAP financial measure)
Total Liquidity (a non-GAAP financial measure) is the total of cash and cash equivalents and marketable securities (available-for-sale debt securities). Each of these components appears separately in the condensed consolidated balance sheet. The U.S. GAAP financial measure most directly comparable to Total Liquidity is cash and cash equivalents as reported in the condensed consolidated financial statements, which reconciles to Total Liquidity as follows (in millions):
|
| December 31, |
| December 31, | ||
| | 2022 | | 2021 | ||
Cash and cash equivalents | | $ | 108,033 | | $ | 149,948 |
Marketable securities - available-for-sale debt securities | |
| 96,572 | |
| 219,632 |
Total Liquidity | | $ | 204,605 | | $ | 369,580 |
The Company believes that the presentation of Total Liquidity provides useful information to investors because management reviews Total Liquidity as part of its assessment of overall solvency and liquidity, financial flexibility, capital position and leverage.
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Condensed Consolidated Statement of Operations
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | | |
| | Three months ended |
| Year ended | | ||||||||
| | December 31, | | December 31, | | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | | ||||
Development revenue | | | 11,028 | | | 1,417 | | | 27,148 | | | 6,149 | |
Revenue | | $ | 11,028 | | $ | 1,417 | | $ | 27,148 | | $ | 6,149 | |
Operating expenses | | | | | | | | | | | | | |
Research and development | | | (23,052) | | | (29,505) | |
| (127,726) | |
| (111,090) | |
General and administrative | | | (15,218) | | | (14,776) | |
| (63,387) | |
| (57,305) | |
Total operating expenses | | | (38,270) | | | (44,281) | | | (191,113) | |
| (168,395) | |
Operating loss | | | (27,242) | | | (42,864) | |
| (163,965) | |
| (162,246) | |
Interest income | | | 523 | | | 179 | |
| 1,542 | |
| 1,095 | |
Other (expense) income, net | | | (1,537) | | | 4,036 | |
| (536) | |
| 3,852 | |
Loss before income tax expense | | | (28,256) | | | (38,649) | |
| (162,959) | |
| (157,299) | |
Income tax expense | | | (994) | | | (210) | |
| (2,497) | |
| (791) | |
Net loss attributable to ordinary shareholders | | $ | (29,250) | | $ | (38,859) | | $ | (165,456) | | $ | (158,090) | |
| | | | | | | | | | | | | |
Net loss per ordinary share | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.03) | | $ | (0.04) | | $ | (0.17) | | $ | (0.17) | |
| | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | |
Basic and diluted | | | 984,715,238 | | | 937,328,712 | |
| 967,242,403 | |
| 934,833,017 | |
| | | | | | | | | | | | | |
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Condensed Consolidated Balance Sheets
(unaudited, in thousands, except share data)
| | December 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 108,033 | | $ | 149,948 |
Marketable securities - available-for-sale debt securities | | | 96,572 | | | 219,632 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 | | | 7,435 | | | 752 |
Other current assets and prepaid expenses | | | 43,330 | | | 45,126 |
Total current assets | | | 255,370 | | | 415,458 |
| | | | | | |
Restricted cash | | | 1,569 | | | 1,718 |
Operating lease right-of-use assets, net of accumulated amortization of $9,470 and $7,253 | | | 18,019 | | | 20,875 |
Property, plant and equipment, net of accumulated depreciation of $38,588 and $36,253 | | | 53,516 | | | 30,494 |
Intangible assets, net of accumulated amortization of $4,676 and $4,051 | | | 442 | | | 1,000 |
Total assets | | $ | 328,916 | | $ | 469,545 |
| | | | | | |
Liabilities and stockholders’ equity | | | | | | |
Current liabilities | | | | | | |
Accounts payable | | $ | 4,753 | | $ | 8,113 |
Operating lease liabilities, current | | | 2,728 | | | 2,320 |
Accrued expenses and other current liabilities | | | 31,215 | | | 29,909 |
Restructuring provision | | | 2,285 | | | — |
Deferred revenue, current | | | 23,520 | | | 22,199 |
Total current liabilities | | | 64,501 | | | 62,541 |
| | | | | | |
Operating lease liabilities, non-current | | | 20,349 | | | 23,148 |
Deferred revenue, non-current | | | 160,892 | | | 177,223 |
Other liabilities, non-current | | | 1,296 | | | 673 |
Total liabilities | | | 247,038 | | | 263,585 |
| | | | | | |
Stockholders’ equity | | | | | | |
Common stock - Ordinary shares par value £0.001, 1,282,773,750 authorized and 987,109,890 issued and outstanding (2021: 1,240,853,520 authorized and 937,547,934 issued and outstanding) | | | 1,399 | | | 1,337 |
Additional paid in capital | | | 990,656 | | | 959,611 |
Accumulated other comprehensive loss | | | (875) | | | (11,142) |
Accumulated deficit | | | (909,302) | | | (743,846) |
Total stockholders' equity | | | 81,878 | | | 205,960 |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 328,916 | | $ | 469,545 |
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Condensed Consolidated Cash Flow Statement
(unaudited, in thousands)
|
| Year ended | | Year ended | ||
| | December 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
Cash flows from operating activities | | | | | | |
Net loss | | $ | (165,456) | | $ | (158,090) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
Depreciation | | | 5,266 | | | 5,630 |
Amortization | | | 809 | | | 937 |
Share-based compensation expense | | | 18,240 | | | 20,629 |
Unrealized foreign exchange (gains)/losses | | | (2,438) | | | 540 |
Amortization on available-for-sale debt securities | | | 2,525 | | | 5,276 |
Other | | | 816 | | | 1,173 |
Changes in operating assets and liabilities: | | | | | | |
(Increase)/decrease in receivables and other operating assets | | | (9,813) | | | (19,358) |
Increase in payables and other current liabilities | | | 4,408 | | | 4,207 |
Increase in deferred revenue | | | 3,874 | | | 149,785 |
Net cash (used in)/provided by operating activities | | | (141,769) | | | 10,729 |
| | | | | | |
Cash flows from investing activities | | | | | | |
Acquisition of property, plant and equipment | | | (29,496) | | | (8,574) |
Acquisition of intangible assets | | | (244) | | | (207) |
Maturity or redemption of marketable securities | | | 166,994 | | | 224,343 |
Investment in marketable securities | | | (48,117) | | | (139,762) |
Net cash provided by/(used in) investing activities | | | 89,137 | | | 75,800 |
| | | | | | |
Cash flows from financing activities | | | | | | |
Proceeds from issuance of common stock from offerings, net of commissions and issuance costs | | | 12,817 | | | 2,529 |
Proceeds from exercise of stock options | | | 50 | | | 759 |
Net cash provided by financing activities | | | 12,867 | | | 3,288 |
| | | | | | |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | | | (2,299) | | | 365 |
Net (decrease)/increase in cash, cash equivalents and restricted cash | | | (42,064) | | | 90,182 |
Cash, cash equivalents and restricted cash at start of period | | | 151,666 | | | 61,484 |
Cash, cash equivalents and restricted cash at end of period | | $ | 109,602 | | $ | 151,666 |
| | | | | | |
Supplemental cash flow information | | | | | | |
Interest received | | $ | 5,149 | | $ | 7,765 |
Amortization on available-for-sale debt securities | | | (2,525) | | | (5,276) |
Income taxes paid | | | 630 | | | 535 |
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Adaptimmune Contact
Investor
Juli P. Miller, Ph.D. — VP, Corporate Affairs and Investor Relations
T: +1 215 825 9310
M: +1 215 460 8920
Media Relations
Dana Lynch, Senior Director of Corporate Communications
M: +1 267 990 1217
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