Adaptimmune Therapeutics PLC 10-Q for FY2024 Q3

Adaptimmune Therapeutics PLC (ADAPY)

10-Q 2024-11-13 For: 2024-09-30

Added on June 11, 2026

About this 10-Q

Adaptimmune Therapeutics PLC filed this 10-Q on November 13, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $40.9M; up 458.8% from $7.32M a year earlier
Net loss: $17.62M; compared with a net loss of $45.6M a year earlier
Diluted EPS: -$0.01; compared with -$0.03 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 Global Select 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 September 30, 2024 and December 31, 2023	4

	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	5

	Unaudited Condensed Consolidated Statements of Comprehensive Income/Loss for the three and nine months ended September 30, 2024 and 2023	6

	Unaudited Condensed Consolidated Statements of Change in Equity for the three and nine months ended September 30, 2024 and 2023	7

	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	9

	Notes to the Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II — OTHER INFORMATION		41

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	49

Item 6.	Exhibits	49

Signatures		50


	September 30,		December 31,
	2024		2023
Assets
Current assets
Cash and cash equivalents	$	116,741	$	143,991
Marketable securities - available-for-sale debt securities (amortized cost of $69,293 and $2,940) net of allowance for expected credit losses of $0 and $0		69,349		2,947
Accounts receivable, net of allowance for expected credit losses of $0 and $0		12,500		821
Inventory, net		1,874		—
Other current assets and prepaid expenses		43,750		59,793
Total current assets		244,214		207,552

Restricted cash		2,681		3,026
Other noncurrent assets		968		—
Operating lease right-of-use assets, net of accumulated amortization of $17,243 and $13,220		20,494		20,762
Property, plant and equipment, net of accumulated depreciation of $55,697 and $46,020		44,796		50,946
Intangible assets, net of accumulated amortization of $5,525 and $5,155		4,283		330
Total assets	$	317,436	$	282,616

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	9,069	$	8,128
Operating lease liabilities, current		4,175		5,384
Accrued expenses and other current liabilities		31,504		30,303
Deferred revenue, current		18,709		28,973
Total current liabilities		63,457		72,788

Operating lease liabilities, non-current		20,455		19,851
Deferred revenue, non-current		98,731		149,060
Borrowings, non-current		49,865		—
Other liabilities, non-current		4,939		1,404
Total liabilities		237,447		243,103

Stockholders’ equity
Common stock - Ordinary shares par value £0.001, 2,039,252,874 authorized and 1,534,889,490 issued and outstanding (2023: 1,702,760,280 authorized and 1,363,008,102 issued and outstanding)		2,084		1,865
Additional paid in capital		1,102,813		1,064,569
Accumulated other comprehensive loss		(5,136)		(3,748)
Accumulated deficit		(1,019,772)		(1,023,173)
Total stockholders' equity		79,989		39,513

Total liabilities and stockholders’ equity	$	317,436	$	282,616



	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Revenue	$	40,901	$	7,319	$	174,810	$	60,050
Operating expenses
Research and development		(34,304)		(37,788)		(109,959)		(93,301)
Selling, general and administrative		(21,277)		(16,164)		(60,092)		(56,634)
Total operating expenses		(55,581)		(53,952)		(170,051)		(149,935)
Operating (loss)/profit		(14,680)		(46,633)		4,759		(89,885)
Interest income		2,096		2,149		4,817		4,368
Interest expense		(1,109)		—		(1,635)		—
Gain on bargain purchase		—		(106)		—		22,049
Other income (expense), net		(3,093)		(324)		(2,657)		(494)
(Loss)/profit before income tax expense		(16,786)		(44,914)		5,284		(63,962)
Income tax expense		(831)		(687)		(1,883)		(1,992)
Net (loss)/profit attributable to ordinary shareholders	$	(17,617)	$	(45,601)	$	3,401	$	(65,954)

Net (loss)/profit per ordinary share
Basic	$	(0.01)	$	(0.03)	$	0.00	$	(0.06)
Diluted	$	(0.01)	$	(0.03)	$	0.00	$	(0.06)


Weighted average shares outstanding:
Basic		1,534,613,977		1,357,849,656		1,506,565,234		1,153,791,567
Diluted		1,534,613,977		1,357,849,656		1,537,021,778		1,153,791,567


						Accumulated
						other
						comprehensive				Total
	Common	Common		Additional		(loss)		Accumulated		stockholders’
	stock	stock		paid in capital		income		deficit		equity
Balance as of January 1, 2024	1,363,008,102	$	1,865	$	1,064,569	$	(3,748)	$	(1,023,173)	$	39,513

Net loss	—		—		—		—		(48,503)		(48,503)
Other comprehensive profit	—		—		—		1,028		—		1,028
Issuance of shares upon exercise of stock options	6,297,720		8		66		—		—		74
Issue of shares under At The Market sales agreement, net of commission and expenses	163,669,056		208		28,953		—		—		29,161
Share-based compensation expense	—		—		3,102		—		—		3,102
Balance as of March 31, 2024	1,532,974,878	$	2,081	$	1,096,690	$	(2,720)	$	(1,071,676)	$	24,375
Net profit	—		—		—		—		69,521		69,521
Other comprehensive loss	—		—		—		(692)		—		(692)
Issuance of shares upon exercise of stock options	1,245,726		2		—		—		—		2
Issue of shares under At The Market sales agreement, net of commission and expenses	—		—		10		—		—		10
Share-based compensation expense	—		—		3,058		—		—		3,058
Balance as of June 30, 2024	1,534,220,604	$	2,083	$	1,099,758	$	(3,412)	$	(1,002,155)	$	96,274
Net loss	—		—		—		—		(17,617)		(17,617)
Other comprehensive loss	—		—		—		(1,724)		—		(1,724)
Issuance of shares upon exercise of stock options	668,886		1		—		—		—		1
Share-based compensation expense	—		—		3,055		—		—		3,055
Balance as of September 30, 2024	1,534,889,490	$	2,084	$	1,102,813	$	(5,136)	$	(1,019,772)	$	79,989


			Fair value measurements using
	September 30,		Level 1		Level 2		Level 3
	2024
Assets classified as cash equivalents:
U.S. Treasury securities	$	3,996	$	—	$	3,996	$	—

Assets classified as available-for-sale debt securities:
Agency bonds	$	17,015	$	—	$	17,015	$	—
Corporate debt securities		17,172		17,172
U.S. Treasury securities		35,162		—		35,162		—
	$	69,349	$	17,172	$	52,177	$	—


				Gross		Gross		Aggregate
	Remaining	Amortized		unrealized		unrealized		estimated
	contractual maturity	cost		gains		losses		fair value
Cash equivalents:
U.S. Treasury securities	Less than 3 months	$	3,996	$	—	$	—	$	3,996
		$	3,996	$	—	$	—	$	3,996

Available-for-sale debt securities:
Agency bonds	Less than 3 months	$	10,072	$	9	$	—	$	10,081
Corporate debt securities	Less than 3 months		15,172		3		(1)		15,174
U.S. Treasury securities	Less than 3 months		18,867		13		—		18,880
Agency bonds	3 months to 1 year		6,926		9		—		6,935
Corporate debt securities	3 months to 1 year		1,994		3		—		1,997
U.S. Treasury securities	3 months to 1 year		16,262		20		—		16,282
		$	69,293	$	57	$	(1)	$	69,349



	September 30, 2024						December 31, 2023
	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	$	1,481		1	$	—	$	1,600		1	$	(1)
	$	1,481		1	$	—	$	1,600		1	$	(1)


	Operating leases

2024	$	1,678
2025		5,715
2026		4,503
2027		4,335
2028		4,387
after 2028		12,306
Total lease payments		32,924
Less: Imputed interest		(8,294)
Present value of lease liability	$	24,630


Consideration transferred:
Fair value of 357,429,306 ordinary shares issued	$	60,763
Fair value of replacement options and RSU-style options granted attributable to pre-combination service:		963
Purchase consideration	$	61,726

Identifiable assets acquired and liabilities assumed:

Assets acquired
Cash and cash equivalents	$	43,610
Restricted cash		1,654
Marketable securities - available-for-sale debt securities		39,532
Other current assets and prepaid expenses		6,029
Property, plant and equipment		2,712
Operating lease right-of-use assets		5,145
Intangible assets		58
Total assets acquired	$	98,740

Liabilities assumed
Accounts payable		(6,210)
Accrued expenses and other current liabilities		(4,537)
Operating lease liabilities, current		(1,974)
Operating lease liabilities, non-current		(2,244)
Total liabilities assumed	$	(14,965)

Net assets acquired and liabilities assumed	$	83,775


Gain on bargain purchase

Purchase consideration	$	(61,726)
Net assets acquired and liabilities assumed		83,775
Gain on bargain purchase	$	22,049


	Nine months ended
	September 30, 2023
Revenue	$	60,050
Net loss		(129,684)


	Total
	acquisition-related
	costs
Legal, professional and accounting fees	$	5,174
Bankers' fees		2,172
Total acquisition-related costs	$	7,346


	Nine months ended
	September 30,
	2024		2023
Cash flows from operating activities
Net profit/(loss)	$	3,401	$	(65,954)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		8,156		6,647
Amortization		234		322
Gain on bargain purchase		—		(22,049)
Share-based compensation expense		9,215		8,692
Unrealized foreign exchange losses		3,164		709
Accretion on available-for-sale debt securities		(544)		(1,595)
Other		(104)		253
Changes in operating assets and liabilities:
Decrease/(increase) in receivables and other operating assets		5,426		(709)
Increase in inventories		(1,869)		—
Increase/(decrease) in payables and other current liabilities		1,173		(7,792)
Increase in noncurrent assets		(926)		—
Increase in borrowings and other non-current liabilities		1,480		—
Decrease in deferred revenue		(67,808)		(44,728)
Net cash used in operating activities		(39,002)		(126,204)

Cash flows from investing activities
Acquisition of property, plant and equipment		(667)		(3,854)
Acquisition of intangible assets		(880)		(199)
Cash from acquisition of TCR2 Therapeutics Inc.		—		45,264
Maturity or redemption of marketable securities		—		139,243
Investment in marketable securities		(65,701)		(73,026)
Other		129		913
Net cash (used in)/provided by investing activities		(67,119)		108,341

Cash flows from financing activities
Proceeds from issuance of borrowings, net of discount		49,500		—
Proceeds from issuance of common stock from offerings, net of commissions and issuance costs		29,171		623
Proceeds from exercise of stock options		77		183
Net cash provided by financing activities		78,748		806

Effect of currency exchange rate changes on cash, cash equivalents and restricted cash		(222)		527
Net decrease in cash, cash equivalents and restricted cash		(27,595)		(16,530)


	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, 2024	$	(3,754)	$	6	$	(3,748)
Foreign currency translation adjustments		6,815		—		6,815
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0		(5,782)		—		(5,782)
Unrealized holding gains 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 gains on intercompany loan of a long-term investment nature, net of tax of $0		1,400		—		1,400
Unrealized holding gains on available-for-sale debt securities, net of tax of $0		—		(1)		(1)
Balance at June 30, 2024	$	(3,412)	$	—	$	(3,412)
Foreign currency translation adjustments		(43,558)		—		(43,558)
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0		41,777		—		41,777
Unrealized holding gains on available-for-sale debt securities, net of tax of $0		—		57		57
Balance at September 30, 2024	$	(5,193)	$	57	$	(5,136)

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

Balance at January 1, 2023	$	55	$	(930)		(875)
Foreign currency translation adjustments		(16,908)		—		(16,908)
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0		15,526		—		15,526
Unrealized holding gains on available-for-sale debt securities, net of tax of $0		—		472		472
Balance at March 31, 2023	$	(1,327)	$	(458)	$	(1,785)
Foreign currency translation adjustments		(12,281)		—		(12,281)
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0		10,590		—		10,590
Unrealized holding losses on available-for-sale debt securities, net of tax of $0		—		385		385
Balance at June 30, 2023	$	(3,018)	$	(73)	$	(3,091)
Foreign currency translation adjustments		24,359		—		24,359
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0		(21,321)		—		(21,321)
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net loss, net of tax of $0		—		69		69
Unrealized holding gains on available-for-sale debt securities, net of tax of $0		—		87		87


	September 30,		December 31,
	2024		2023
Research and development credits receivable	$	24,905	$	46,098
Prepayments		14,164		9,954
Clinical materials		97		1,329
VAT receivable		1,209		—
Other current assets		3,375		2,412
	$	43,750	$	59,793


	Nine months ended
	September 30,
	2024		2023
Lease cost:
Operating lease cost	$	5,114	$	4,168
Short-term lease cost		98		643
	$	5,212	$	4,811

	September 30,
	2024		2023

Weighted-average remaining lease term - operating leases	6.9 years		5.6 years
Weighted-average discount rate - operating leases	10.1%		8.5%


	Maturity
2024	$	—
2025		—
2026		—
2027		12,767
2028		23,601
2029		17,909
Total principal repayments	$	54,277

Composition of principal repayments
Original principal	$	50,000
Capitalized PIK interest		4,277
Total principal repayments	$	54,277


	September 30,
	2024
Raw materials	$	1,741
Work-in-progress		132
Finished goods		—
Total inventory, net	$	1,874


Exhibit Number	Description of Exhibit
10.1**†		Mutual Release and Resolution Agreement dated September 23, 2024 by and among Adaptimmune Limited, Genentech, Inc., and F. Hoffman La-Roche Ltd.

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 September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income/Loss for the three and nine months ended September 30, 2024 and 2023, (iv) Unaudited Condensed Consolidated Statements of Change in Equity for the three and nine months ended September 30, 2024 and 2023, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 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: November 13, 2024	/s/ Adrian Rawcliffe
	Adrian Rawcliffe
	Chief Executive Officer


Date: November 13, 2024	/s/ Gavin Wood
	Gavin Wood
	Chief Financial Officer

		ADAPTIMMUNE LIMITED
		By:		/s/ Helen Tayton-Martin
		Name:		Helen Tayton-Martin
		Title:		Chief Business & Strategy Officer

		GENENTECH, INC.
		By:		/s/ Neal Dahiya
		Name:		Neal Dahiya
		Title:		VP, Litigation

F. HOFFMANN-LA ROCHE LTD
By:	/s/ Matthias Rueth		By:		/s/ Hannah Boehm
Name:	Matthias Rueth		Name:		Hannah Boehm
Title:	Head Alliance and Asset Management		Title:		Senior Legal Counsel