​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): April 14, 2025

​

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

​

​

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

​

(44) 1235 430000

(Registrant’s telephone number, including area code)

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

​

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

​

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

​

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

​

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

​

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced on December 19, 2024, Adaptimmune Therapeutics plc (the “Company”), entered into a letter agreement with Gavin Wood on December 18, 2024 in connection with the termination of his employment as Chief Financial Officer on May 31, 2025 by reason of redundancy (the “Wood Letter Agreement”).

​

On April 14, 2025, the Company, entered into a variation to the Wood Letter Agreement (the “Variation Letter Agreement”) with Mr. Wood. The Variation Letter Agreement provides that Mr. Wood’s employment with Adaptimmune Limited will end on August 31, 2025 (the “Revised Termination Date”) by reason of redundancy. The terms of his severance are governed by the Company’s Executive Severance Policy dated March 10, 2017, as amended, which include a severance payment equal to 12 months base salary for 2025, eligibility for a pro rata bonus for 2025 at the discretion of the Remuneration Committee and reimbursement of healthcare benefits for 12 months following the Revised Termination Date or a payment equal to their value. All payments will be subject to deduction of applicable taxes. Market value options covering ordinary shares (the “Market Value Options”) granted to Mr Wood pursuant to the Adaptimmune Therapeutics plc 2016 Employee Share Option Scheme and related plan documents (collectively, the “Plan”) will continue to vest until the Revised Termination Date, subject to the relevant Plan rules and in accordance with the respective vesting schedules. Mr. Wood will be permitted a period of 12 months from the Revised Termination Date to exercise the Market Value Options that have vested by the Revised Termination Date. The further terms and conditions of his share options are governed by the relevant Plan rules.

The foregoing summary of the Variation Letter Agreement is qualified in its entirety by reference to the complete text of the Variation Letter 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.

​

​

​

​

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.

​

​