Adaptimmune Therapeutics PLC 10-Q for FY2025 Q2

Adaptimmune Therapeutics PLC (ADAPY)

10-Q 2025-08-13 For: 2025-06-30

Added on June 11, 2026

About this 10-Q

Adaptimmune Therapeutics PLC filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $13.68M; down 89.3% from $128.23M a year earlier
Net loss: $30.34M; compared with net income of $69.52M a year earlier
Diluted EPS: -$0.02; compared with $0.04 a year earlier

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England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol	Name of each exchange on which registered

American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share	ADAP	The Nasdaq Capital Market


Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filerx	Smaller reporting company x
	Emerging growth company☐


PART I — FINANCIAL INFORMATION		4

Item 1.	Financial Statements:	4

	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	4

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	5

	Unaudited Condensed Consolidated Statements of Comprehensive Income/Loss for the three and six months ended June 30, 2025 and 2024	6

	Unaudited Condensed Consolidated Statements of Change in Equity for the three and six months ended June 30, 2025 and 2024	7

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	9

	Notes to the Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II — OTHER INFORMATION		40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	42

Signatures		43


	June 30,		December 31,
	2025		2024
Assets
Current assets
Cash and cash equivalents	$	26,061	$	91,139
Marketable securities - available-for-sale debt securities (amortized cost of $0 and $60,451) net of allowance for expected credit losses of $0 and $0		-		60,466
Accounts receivable, net of allowance for expected credit losses of $0 and $0		9,313		1,454
Inventory, net		11,411		7,320
Other current assets and prepaid expenses		31,330		27,790
Total current assets		78,115		188,169

Restricted cash		1,717		2,067
Other non-current assets		94		629
Operating lease right-of-use assets, net of accumulated amortization of $20,721 and $17,750		18,748		19,909
Property, plant and equipment, net of accumulated depreciation of $75,028 and $51,893		28,152		31,309
Intangible assets, net of accumulated amortization of $6,141 and $5,567		3,807		3,880
Total assets	$	130,633	$	245,963

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	9,418	$	8,692
Operating lease liabilities, current		4,514		4,709
Accrued expenses and other current liabilities		24,526		32,919
Restructuring provision		2,355		5,911
Deferred revenue, current		10,700		12,296
Total current liabilities		51,513		64,527

Operating lease liabilities, non-current		18,491		19,263
Deferred revenue, non-current		101,419		95,815
Borrowings, non-current		25,675		50,237
Other liabilities, non-current		4,493		4,272
Total liabilities		201,591		234,114

Stockholders’ equity
Common stock - Ordinary shares par value £0.001, 2,108,130,546 authorized and 1,590,309,546 issued and outstanding (2024: 2,039,252,874 authorized and 1,535,653,620 issued and outstanding)		2,156		2,085
Additional paid in capital		1,109,409		1,105,653
Accumulated other comprehensive loss		(10,612)		(1,902)
Accumulated deficit		(1,171,911)		(1,093,987)
Total stockholders' equity		(70,958)		11,849

Total liabilities and stockholders’ equity	$	130,633	$	245,963



	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
Revenue:
Product revenue, net	$	11,078	$	—	$	15,126	$	—
Development revenue		2,599		128,231		5,836		133,909
Total revenue		13,677		128,231		20,962		133,909
Operating expenses:
Cost of goods sold		(2,501)		—		(3,380)		—
Research and development		(22,979)		(40,448)		(51,836)		(75,655)
Selling, general and administrative		(18,485)		(19,083)		(41,767)		(38,815)
Total operating expenses		(43,965)		(59,531)		(96,983)		(114,470)
(Loss)/profit from operations		(30,288)		68,700		(76,021)		19,439
Interest income		233		1,376		1,143		2,721
Interest expense		(962)		(526)		(2,843)		(526)
Other income (expense), net		1,289		497		984		436
(Loss)/profit before income tax expense		(29,728)		70,047		(76,737)		22,070
Income tax expense		(612)		(526)		(1,187)		(1,052)
Net (loss)/profit attributable to ordinary shareholders	$	(30,340)	$	69,521	$	(77,924)	$	21,018

Net (loss)/profit per ordinary share
Basic	$	(0.02)	$	0.05	$	(0.05)	$	0.01
Diluted	$	(0.02)	$	0.04	$	(0.05)	$	0.01


Weighted average shares outstanding:
Basic		1,584,522,868		1,533,531,837		1,563,458,270		1,492,386,749
Diluted		1,584,522,868		1,559,183,774		1,563,458,270		1,519,004,675


						Accumulated
						other
						comprehensive				Total
	Common	Common		Additional		(loss)		Accumulated		stockholders’
	stock	stock		paid in capital		income		deficit		equity
Balance as of January 1, 2025	1,535,653,620		2,085		1,105,653		(1,902)		(1,093,987)	$	11,849

Net loss	—		—		—		—		(47,584)		(47,584)
Other comprehensive loss	—		—		—		(2,510)		—		(2,510)
Issuance of shares upon exercise of stock options	7,738,026		9		—		—		—		9
Issue of shares under At The Market sales agreement, net of commission and expenses	3,702,162		5		117		—		—		122
Share-based compensation expense	—		—		685		—		—		685
Balance as of March 31, 2025	1,547,093,808	$	2,099	$	1,106,455	$	(4,412)	$	(1,141,571)	$	(37,429)
Net loss	—		—		—		—		(30,340)		(30,340)
Other comprehensive loss	—		—		—		(6,200)		—		(6,200)
Issuance of shares upon exercise of stock options	637,734		1		—		—		—		1
Issue of shares under At The Market sales agreement, net of commission and expenses	42,578,004		56		1,597		—		—		1,653
Share-based compensation expense	—		—		1,357		—		—		1,357
Balance as of June 30, 2025	1,590,309,546		2,156		1,109,409		(10,612)		(1,171,911)		(70,958)



	June 30, 2025						December 31, 2024
	Fair market value of investments in an unrealized loss position		Number of investments in an unrealized loss position		Unrealized losses		Fair market value of investments in an unrealized loss position		Number of investments in an unrealized loss position		Unrealized losses
Marketable securities in a continuous loss position for less than 12 months:
Corporate debt securities	$	—		—	$	—	$	4,679	$	2	$	(3)
	$	—		—	$	—	$	4,679	$	2	$	(3)


	Operating leases

2025	$	3,789
2026		4,774
2027		4,391
2028		4,443
2029		4,496
after 2029		7,952
Total lease payments		29,845
Less: Imputed interest		(6,840)
Present value of lease liability	$	23,005


	Maturity
2025	$	—
2026		—
2027		6,388
2028		11,808
2029		8,872
Total principal repayments	$	27,068

Composition of principal repayments
Original principal	$	25,000
Capitalized PIK interest		2,068
Total principal repayments	$	27,068



		Contractual termination benefits		One-time employee termination benefits		Total restructuring cost
Cumulative amount incurred to, December 31, 2024	$	4,102	$	1,809	$	5,911
Amount incurred in six months ended June 30,2025		321		1,914		2,235
Remaining amount expected to be incurred in future periods		—		240		240
Total amount expected to be incurred	$	4,423	$	3,963	$	8,386



		Contractual termination benefits		One-time employee termination benefits		Total restructuring provision

Liability at December 31, 2024	$	4,102	$	1,809	$	5,911
Costs incurred and charged to selling, general and administrative expenses		401		1,777		2,178
Adjustment to liability		(80)		137		57
Amounts utilised during the period		(3,099)		(2,922)		(6,021)
Effects of foreign exchange rates		149		81		230
Liability at June 30, 2025	$	1,473	$	882	$	2,355


Exhibit Number	Description of Exhibit
10.1		Asset Purchase Agreement, dated July 27, 2025, by and among Adaptimmune Limited, USWM CT, LLC and, solely for the purpose of Section 10.14 thereof, US WorldMeds Partners, LLC (incorporated by reference to Exhibit 2.1 to our Form 8-K filed with the SEC on July 28, 2025).

10.2		Rules of the Adaptimmune Therapeutics plc 2025 Employee Share Option Scheme and Rules of the Adaptimmune Therapeutics plc 2025 Non-Employee Share Option Scheme (incorporated by reference to Annex B to our Definitive Proxy Statement filed with the SEC on April 25, 2025).

31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2***		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**		The following financial information from Adaptimmune Therapeutics plc’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income/Loss for the three and six months ended June 30, 2025 and 2024, (iv) Unaudited Condensed Consolidated Statements of Change in Equity for the three and six months ended June 30, 2025 and 2024, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.

104**		Cover Page Interactive date File (formatted in Inline XBRL and contained in Exhibit 101).


	ADAPTIMMUNE THERAPEUTICS PLC


Date: August 13, 2025	/s/ Adrian Rawcliffe
	Adrian Rawcliffe
	Chief Executive Officer


Date: August 13, 2025	/s/ Gavin Wood
	Gavin Wood
	Chief Financial Officer



	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
Net (loss)/profit	$	(30,340)	$	69,521	$	(77,924)	$	21,018
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments, net of tax of $0 and $0		(50,858)		(2,091)		(79,051)		4,724
Foreign currency gains/(losses) on intercompany loan of a long-term investment nature, net of tax of $0 and $0		44,655		1,400		70,358		(4,382)
Unrealized holding gains/(losses) on available-for-sale debt securities, net of tax of $0 and $0		3		(1)		(17)		(6)
Total comprehensive (loss)/income for the period	$	(36,540)	$	68,829	$	(86,634)	$	21,354


	Six months ended
	June 30,
	2025		2024
Cash flows from operating activities
Net (loss)/profit	$	(77,924)	$	21,018
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,620		5,457
Amortization		355		115
Share-based compensation expense		1,990		6,160
Unrealized foreign exchange gains		(888)		(266)
Accretion of available-for-sale debt securities		(509)		(42)
Other		56		2
Changes in operating assets and liabilities:
(Increase)/decrease in receivables and other operating assets		(9,158)		20,788
Increase in inventories		(4,041)		—
(Decrease)/increase in payables and other current liabilities		(11,407)		1,012
Decrease in noncurrent assets		562		—
Increase in borrowings and other non-current liabilities		784		454
Decrease in deferred revenue		(5,812)		(39,249)
Net cash (used in)/provided by operating activities		(101,372)		15,449

Cash flows from investing activities
Acquisition of property, plant and equipment		(1,278)		(524)
Acquisition of intangible assets		—		(588)
Maturity, redemption or sale of marketable securities		76,950		—
Investment in marketable securities		(16,090)		—
Other		62		11
Net cash provided by/(used in) investing activities		59,644		(1,101)

Cash flows from financing activities
Proceeds from issuance of borrowings, net of discount		—		24,500
Repayment of borrowings		(25,451)		—
Proceeds from issuance of common stock from offerings, net of commissions and issuance costs		1,775		29,171
Proceeds from exercise of stock options		10		76
Net cash (used in)/provided by financing activities		(23,666)		53,747

Effect of currency exchange rate changes on cash, cash equivalents and restricted cash		(34)		(436)
Net (decrease)/increase in cash, cash equivalents and restricted cash		(65,428)		67,659
Cash, cash equivalents and restricted cash at start of period		93,206		147,017


	Accumulated		Accumulated			Total
	foreign		unrealized			accumulated
	currency		(losses) gains on			other
	translation		available-for-sale			comprehensive
	adjustments		debt securities			(loss) income

Balance at January 1, 2025	$	(1,919)	$	17	$	(1,902)
Foreign currency translation adjustments		(28,193)		—		(28,193)
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0		25,703		—		25,703
Unrealized holding losses on available-for-sale debt securities, net of tax of $0		—		(20)		(20)
Balance at March 31, 2025	$	(4,409)	$	(3)	$	(4,412)
Foreign currency translation adjustments		(50,858)		—		(50,858)
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0		44,655		—		44,655
Unrealized holding gains on available-for-sale debt securities, net of tax of $0		—		3		3
Balance at June 30, 2025	$	(10,612)	$	—	$	(10,612)

	Accumulated		Accumulated		Total
	foreign		unrealized		accumulated
	currency		(losses) on		other
	translation		available-for-sale		comprehensive
	adjustments		debt securities		(loss) income

Balance at January 1, 2024	$	(3,754)	$	6		(3,748)
Foreign currency translation adjustments		6,815		—		6,815
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0		(5,782)		—		(5,782)
Unrealized holding losses on available-for-sale debt securities, net of tax of $0		—		(5)		(5)
Balance at March 31, 2024	$	(2,721)	$	1	$	(2,720)
Foreign currency translation adjustments		(2,091)		—		(2,091)
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0		1,400		—		1,400
Unrealized holding losses on available-for-sale debt securities, net of tax of $0		—		(1)		(1)
Balance at June 30, 2024	$	(3,412)	$	—	$	(3,412)


	June 30,		December 31,
	2025		2024
Research and development credits receivable	$	18,277	$	12,929
Prepayments		8,232		10,033
Clinical materials		—		59
VAT receivable		1,305		1,599
Other current assets		3,516		3,170
	$	31,330	$	27,790