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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

(Amendment No. 1)

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Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 1, 2023

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ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

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60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

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(44) 1235 430000

(Registrant’s telephone number, including area code)

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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:

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

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

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

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

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

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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).

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Emerging growth company ☐

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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.☐

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Explanatory Note

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On June 1, 2023, Adaptimmune Therapeutics plc, a public limited company incorporated in England and Wales (“Adaptimmune”), filed a report on Form 8-K (the “Original Report”) to report the completion of its previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to the Agreement and Plan of Merger entered into as of April 5, 2023 (as amended, the “Merger Agreement”), with TCR² Therapeutics Inc., a Delaware corporation (“TCR²”), Adaptimmune, and CM Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Adaptimmune (“Merger Sub”). Pursuant to the Merger Agreement, among other things, Merger Sub merged with and into TCR², with TCR² surviving as a wholly-owned subsidiary of Adaptimmune.

This Amendment No. 1 to Current Report on Form 8-K/A amends the Original Report to include the financial statements and the pro forma financial information required under Items 9.01(a) and 9.01(b), which were excluded from the Original Report in reliance on the instructions to such Items.

Item 9.01    Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements of TCR² required by Item 9.01(a) to this Current Report on Form 8-K/A are incorporated herein by reference to TCR²’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in TCR²’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities & Exchange Commission (the “SEC”) on March 23, 2023 and to TCR²’s unaudited consolidated financial statements as of and for the quarterly periods ended March 31, 2023 and March 31, 2022 included in TCR²’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet as of March 31, 2023, the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, and the related notes thereto are filed as Exhibit 99.3 to this Amendment, and are incorporated herein by reference.

(d)  Exhibits.

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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.

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