UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-37368

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of Registrant as specified in its charter)


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

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices)

(44) 1235 430000

(Registrant’s telephone number, including area code)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filerx	Smaller reporting company x
	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 standard provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ⌧ No

As of November 12, 2024, the number of outstanding ordinary shares par value £0.001 per share of the Registrant is 1,535,299,242.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	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

See accompanying notes to unaudited condensed consolidated financial statements.

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ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)



	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

See accompanying notes to unaudited condensed consolidated financial statements.

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ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS

(In thousands)



	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Net (loss)/profit	$	(17,617)	$	(45,601)	$	3,401	$	(65,954)
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments, net of tax of $0, and $0		(43,558)		24,359		(38,835)		(4,830)
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, net of tax of $0, and $0		41,777		(21,321)		37,396		4,794
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0, and $0		57		69		51		926
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, net of tax of $0, $0, and $0		—		87		—		87
Total comprehensive (loss)/profit for the period	$	(19,341)	$	(42,407)	$	2,013	$	(64,977)

See accompanying notes to unaudited condensed consolidated financial statements.

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ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

(In thousands, except share data)


						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

See accompanying notes to unaudited condensed consolidated financial statements.

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ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

(In thousands, except share data)


						Accumulated
						other
						comprehensive				Total
	Common	Common		Additional		(loss)		Accumulated		stockholders’
	stock	stock		paid in capital		income		deficit		equity
Balance as of January 1, 2023	987,109,890	$	1,399	$	990,656	$	(875)	$	(909,302)	$	81,878

Net profit	—		—		—		—		1,036		1,036
Other comprehensive loss	—		—		—		(910)		—		(910)
Issuance of shares upon exercise of stock options	6,035,574		7		1		—		—		8
Issuance of shares upon completion of public offering, net of issuance costs	554,496		1		187		—		—		188
Share-based compensation expense	—		—		1,676		—		—		1,676
Balance as of March 31, 2023	993,699,960	$	1,407	$	992,520	$	(1,785)	$	(908,266)	$	83,876
Net loss	—		—		—		—		(21,389)		(21,389)
Other comprehensive loss	—		—		—		(1,307)		—		(1,307)
Issuance of shares upon exercise of stock options	698,778		1		13		—		—		14
Issuance of shares upon acquisition of TCR²	357,429,306		443		60,320		—		—		60,763
Share-based compensation expense	—		—		4,694		—		—		4,694
Balance as of June 30, 2023	1,351,828,044	$	1,851	$	1,057,547	$	(3,092)	$	(929,655)	$	126,651
Net loss	—		—		—		—		(45,601)		(45,601)
Issuance of shares upon exercise of stock options	—		—		—		3,194		—		3,194
Issuance of shares under At The Market sales agreement, net of commission and expenses	6,466,992		9		152		—		—		161
Other comprehensive gain	3,300,000		3		432		—		—		435
Share-based compensation expense	—		—		3,289		—		—		3,289
Balance as of September 30, 2023	1,361,595,036	$	1,863	$	1,061,420	$	102	$	(975,256)	$	88,129

See accompanying notes to unaudited condensed consolidated financial statements.

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ADAPTIMMUNE THERAPEUTICS PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	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)
Cash, cash equivalents and restricted cash at start of period		147,017		109,602
Cash, cash equivalents and restricted cash at end of period	$	119,422	$	93,072

See accompanying notes to unaudited condensed consolidated financial statements.

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(c) Fair value measurements

The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs:

Level 1 - Quoted prices in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 - Unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability

The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 6, Fair value measurements.

(d) Significant concentrations of credit risk

The Company held cash and cash equivalents of $116,741,000, marketable securities of $69,349,000 and restricted cash of $2,681,000 as of September 30, 2024. The cash and cash equivalents and restricted cash are held with multiple banks and the Company monitors the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation in the United States and the U.K. Government Financial Services Compensation Scheme in the United Kingdom. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments, corporate debt securities and commercial paper, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio.

The Company had three customers during the three and nine months ended September 30, 2024 which are Galapagos NV (“Galapagos”), Genentech, Inc. and F. Hoffmann-La Roche Ltd (together, “Genentech”) and GSK. There were accounts receivable of $12,500,000 as of September 30, 2024 and $821,000 as of December 31, 2023. The Company has been transacting with Galapagos since 2024, Genentech since 2021 and GSK since 2014, during which time no credit losses have been recognized. As of September 30, 2024, no allowance for expected credit losses is recognized on the basis that the possibility of credit losses arising on its receivables as of September 30, 2024 is considered to be remote. As of September 30, 2024 there are no receivables, either accrued or billed, due from Genentech that are no longer recoverable following the termination of the collaboration and license agreement with Genentech (the “Genentech Collaboration Agreement”) in April 2024, that became effective on September 23, 2024.

Management analyzes current and past due accounts and determines if an allowance for credit losses is required based on collection experience, credit worthiness of customers and other relevant information. The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided.

(e) New accounting pronouncements

Adopted in the current period

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment. The Company adopted the guidance in the fiscal year beginning January 1, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 15.

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In March 2024, the FASB issued ASU 2024-02 - Codification Improvements—Amendments to remove References to the Concepts Statements, which contains amendments to the Codification that remove references to various FASB Concepts Statements. The amendments apply to all reporting entities within the scope of the affected accounting guidance and are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted for all entities. The Company adopted the guidance in the fiscal year beginning January 1, 2024. There was no impact on the Company’s financial statements.

To be adopted in future periods

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which improves income tax disclosures primarily relating to the rate reconciliation and income taxes paid information. This includes a tabular reconciliation using both percentages and reporting currency amounts, covering various tax and reconciling items, and disaggregated summaries of income taxes paid during the period. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company intends to adopt the guidance in the fiscal year beginning January 1, 2025. The Company is currently evaluating the impact of the guidance on its Consolidated financial statements.

(f) Borrowings

The Company recognizes borrowings comprised solely of contractual payments on fixed or determinable dates that are issued solely for cash equal to their face value, at face value with the difference between the face amount and proceeds received upon issuance shown as either a discount or premium.

These notes are subsequently measured using the Interest Method, with the total interest being measured as the difference between the actual amount of cash received by the Company and the total amount agreed to be repaid. The interest charge in a given period is based on the effective interest rate, which is the rate implicit in the note based on the contractual cash flows. The discount or premium on the note is amortized as interest expense over the life of the note so as to produce a constant rate of interest.

(g) Inventory

The Company commences capitalization of inventory once regulatory approval is received or considered probable. Until this date, the Company expenses all such costs as incurred as research and development expenses. The Company capitalizes material costs, labor and applicable overheads that are incurred in the production of its commercial product.

The Company values inventory at the lower of cost or net realizable value on a first-in-first-out basis. The Company reviews the recoverability of inventory each reporting period to determine any changes to net realizable airisng from excess, slow-moving or obsolete inventory. If net realizable value is lower than cost, the inventory will be written down to net realizable value and an impairment charge will be recognized in Cost of goods sold.

Inventory that can be used for either clinical or commercial purposes is classified initially as inventory. Inventory that is subsequently designated to be used in clinical trials and is no longer available for use in commercial products is expensed as research and development expenditure from the point that it becomes exclusively for clinical use.

Note 3 — Revenue

The Company generates development revenue from collaboration agreements with customers. The Company had three revenue-generating contracts with customers in the three and nine months ended September 30, 2024, compared to two customers in the three months ended September 30, 2023, and three customers in the nine months ended September 30, 2023: a termination and transfer agreement with GSK that was entered into on April 6, 2023 (the “Termination and Transfer Agreement”), a collaboration and license agreement with Galapagos executed on May 30, 2024 (the “Galapagos Collaboration Agreement”), the Genentech Collaboration Agreement and a collaboration agreement with Astellas Pharma Inc. (“Astellas”) (the “Astellas Collaboration Agreement”) that was

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terminated as of March 6, 2023. The Genentech Collaboration Agreement was terminated in April 2024 which subsequently became effective on September 23, 2024.

Revenue comprises the following categories (in thousands):


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023

Development revenue	$	40,901	$	7,319	$	174,810	$	60,050
	$	40,901	$	7,319	$	174,810	$	60,050

No revenue was generated from commercial sales in the three and nine months ended September 30, 2024.

Deferred revenue decreased by $60,593,000 from $178,033,000 at December 31, 2023 to $117,440,000 at September 30, 2024 due to revenue recognized during the period of $161,007,000 that was included in deferred revenue at December 31, 2023 and a $9,130,000 decrease caused by the change in the exchange rate between pound sterling and the U.S. dollar from £1.00 to $1.27 at December 31, 2023 to £1.00 to $1.34 at September 30, 2024. This was partially offset by a payment of $85,000,000 from Galapagos and milestones totalling $9,673,000 from GSK that were met and paid during the nine months ended September 30, 2024.

The aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements as of September 30, 2024 was $128,150,000.

The Galapagos Collaboration and Exclusive License Agreement

On May 30, 2024, the Company entered into the Galapagos Collaboration Agreement, a clinical collaboration agreement with Galapagos. The Galapagos Collaboration Agreement includes an option for Galapagos to exclusively license the TCR T-cell therapy candidate uza-cel, manufactured on Galapagos’ decentralized manufacturing platform, in head and neck cancer and potential future solid tumor indications. Under the Galapagos Collaboration Agreement, we will conduct a clinical proof-of-concept trial (the “POC Trial”) to evaluate the safety and efficacy of uza-cel produced on Galapagos’ decentralized manufacturing platform in patients with head and neck cancer.

The Company will receive initial payments of $100 million, comprising $70 million upfront and $30 million of research and development funding of which $15 million is due upfront and $15 million is due once the first patient is infused in the POC Trial, option exercise fees of up to $100 million (the amount depending on the number of indications in relation to which the option is exercised), additional development and sales milestone payments of up to a maximum of $465 million, plus tiered royalties on net sales. The $70 million upfront payment and $15 million of upfront research and development funding was received in June 2024.

The Company determined that Galapagos is a customer and has accounted for the agreement under ASC 606 Revenue from Contracts with Customers. The Company has identified a performance obligation relating to the various activities required to complete the POC trial and a material right associated with the exclusive license option.

The aggregate transaction price at inception of the Galapagos Collaboration Agreement was $100,000,000 comprising the $70,000,000 upfront payment and the $30,000,000 research and development funding. The fees for the exclusive license option exercise and development milestone payments are not considered probable as of September 30, 2024 and have not been included in the transaction price. The sales milestones and royalties for future sales of therapies have not been included within the transaction price as of September 30, 2024 because they are sales-based and would be recognized when the subsequent sales occur.

The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered the internal pricing objectives it used in negotiating the contract, together with internal data regarding the expected costs and a standard margin on those costs, for completing the POC Trial. The residual approach was used to value the material right associated with the exclusive license option as the Company has not previously sold uza-cel on a standalone basis and has not established a price for uza-cel.

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The Company expects to satisfy the POC Trial obligation over time over the period that the trial is completed, based on an estimate of the percentage of completion of the trial determined based on the costs incurred on the trial as a percentage of the total expected costs. The revenue allocated to the material right associated with the exclusive licence option will be recognized from the point that the option is either exercised and control of the license has passed to Galapagos or the option lapses.

The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of September 30, 2024 was $99,836,000, of which $44,236,000 is allocated to the POC Trial performance obligation and $55,600,000 is allocated to the material right for the exclusive option.

The Genentech Collaboration and License Agreement

On April 12, 2024 the Company announced the termination of the Genentech Collaboration Agreement, entered into by Adaptimmune Limited, a wholly-owned subsidiary of the Company, in relation to the research, development and commercialization of cancer targeted allogeneic T-cell therapies which was originally scheduled to be effective from October 7, 2024. The termination was accounted for as a contract modification on a cumulative catch-up basis. The termination did not change the nature of the performance obligations identified but resulted in a reduction in the transaction price as the additional payments and variable consideration that would have been due in periods after October 7, 2024 will now never be received.

The Company originally expected to satisfy the performance obligations relating to the initial ‘off-the-shelf’ collaboration targets and the personalized therapies as development progressed and recognized revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company expected to satisfy the performance obligations relating to the material rights to designate additional ‘off-the-shelf’ collaboration targets from the point that the options would have been exercised and then as development progressed, in line with the initial ‘off-the-shelf’ collaboration targets, or at the point in time that the rights expired. The Company expected to satisfy the performance obligations relating to the material rights to extend the research term from the point that the options would have been exercised and then over the period of the extension, or at the point in time that the rights expired.

The aggregate remaining transaction price that had not yet been recognized as revenue as of the date of the termination was $146,301,000 which included the remaining deferred revenue that had not been recognized as revenue as of the date of the modification and the variable consideration to be billed under the collaboration until the effective date of the termination that is still considered probable. The termination resulted in a cumulative catch-up adjustment to revenue at the date of the termination of $101,348,000 and a further $20,741,000 of revenue recognized in the second quarter of 2024.

On September 23, 2024, the Adaptimmune Limited entered into a Mutual Release and Resolution Agreement (the “Mutual Release Agreement”) with Genentech. This agreement, among other things, resolved and released each party from any and all past, present and future disputes, claims, demands and causes of action, whether known or unknown, related to the Genentech Collaboration Agreement in any way. Under the terms of the Mutual Release Agreement, Genentech will pay the Company $12.5 million upon which the Genentech Collaboration Agreement will be terminated. The Agreement was effective immediately as of September 23, 2024.

The Mutual Release Agreement resulted in all remaining performance obligations being fully satisfied and the remaining deferred revenue of $25,298,000 and the additional payment of $12,500,000 were both recognized as total revenue of $37,798,000 in the third quarter of 2024.

The GSK Termination and Transfer Agreement

On April 6, 2023, the Company and GSK entered into the Termination and Transfer Agreement, regarding the return of rights and materials comprised within the PRAME and NY-ESO cell therapy programs. The parties will work collaboratively to ensure continuity for patients in ongoing lete-cel clinical trials forming part of the NY-ESO cell therapy program.

As part of the Termination and Transfer Agreement, sponsorship and responsibility for the ongoing IGNYTE and long-term follow-up (“LTFU”) trials relating to the NY-ESO cell therapy program will transfer to the Company. In return for this, the Company received an upfront payment of £7.5 million in June 2023, following the signing of the agreement, and milestone payments of £3 million, £12 million, £6 million and £1.5 million in September and December 2023 and June and August 2024, respectively. No further payments are due from GSK under the Termination and Transfer Agreement.

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The Company determined that GSK is a customer and has accounted for the Termination and Transfer Agreement under ASC 606 Revenue from Contracts with Customers. The Termination and Transfer Agreement is accounted for as a separate contract from the original Collaboration and License Agreement with GSK. The agreement was terminated in October 2022 and the termination became effective on December 23, 2022. The Company has identified the following performance obligations under the Termination and Transfer Agreement: (i) to take over sponsorship for the IGNYTE trial and (ii) to take over sponsorship for the LTFU trial.

The aggregate transaction price at inception of the agreement was $37,335,000 comprising the total £30,000,000 upfront and milestone payments. No value was ascribed to non-cash consideration and there was no variable consideration identified. The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of the performance obligations. In determining the best estimate of the relative standalone selling price, the Company considered the internal pricing objectives it used in negotiating the contract, together with internal data regarding the expected costs and a standard margin on those costs, for completing the trials. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation.

The Company expects to satisfy the performance obligations over time from the point that sponsorship of the active trials that make up the trial transfers and then over the period that the trial is completed, based on the number of patients transferred and still actively enrolled to date on the trial at a given period-end relative to the total estimated periods of active patient enrollment over the estimated duration of the trial.

The Company considers that this depicts the progress of the completion of the trials under the Termination and Transfer Agreement, as the status of patients on the trial is not directly affected by decisions that the Company might make relating to its own development of the NY-ESO cell therapy program.

The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of September 30, 2024 was $28,314,000, of which $11,744,000 is allocated to the IGNYTE performance obligation and $16,570,000 is allocated to the LTFU performance obligation.

The Astellas Collaboration Agreement

The Company and Universal Cells mutually agreed to terminate the Astellas Collaboration Agreement as of March 6, 2023 (the “Termination Date”). In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Astellas Collaboration Agreement ceased as of the Termination Date. There were no termination penalties in connection with the termination; however the Company is still entitled to receive reimbursement for research and development work performed up to and including a period of 30 days after the Termination Date.

The termination was accounted for as a contract modification on a cumulative catch-up basis. No performance obligations were identified as a result of the modification as there were no further goods or services to be provided by the Company and the modification resulted in the remaining unsatisfied and partially satisfied performance obligations under the collaboration becoming fully satisfied. The aggregate transaction price of the contract modification was $42,365,000 which included the remaining deferred income that had not been recognized as revenue as of the date of the modification and variable consideration from the remaining reimbursement income to be billed under the collaboration at the end of the 30 day period after the Effective Date. The transaction price of the modification was recognized in full in March 2023 and there is no remaining transaction price allocated to performance obligations that are unsatisfied or partially satisfied under, no remaining deferred income relating to, the Astellas Collaboration Agreement as of September 30, 2024 and no revenue was recognized in 2024.

Note 4 — (Loss)/profit per share

The following tables reconcile the numerator and denominator in the basic and diluted (loss)/profit per share computation (in thousands):

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	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator for basic and diluted (loss)/profit per share
Net (loss)/profit attributable to ordinary shareholders	$	(17,617)	$	(45,601)	$	3,401	$	(65,954)
Net (loss)/profit attributable to ordinary shareholders used for basic and diluted (loss)/profit per share	$	(17,617)	$	(45,601)	$	3,401	$	(65,954)


	Three months ended		Nine months ended
	September 30,		September 30,
	2024	2023	2024	2023
Denominator for basic (loss)/profit per share - Weighted average shares outstanding	1,534,613,977	1,357,849,656	1,506,565,234	1,153,791,567
Effect of dilutive securities:
Employee stock options	—	—	30,456,544	—
Denominator for diluted (loss)/profit per share	1,534,613,977	1,357,849,656	1,537,021,778	1,153,791,567

The dilutive effect of 132,452,050 and 259,677,864 weighted stock options outstanding for the three and nine months ended September 30, 2024 respectively, and 200,370,627 for the three and nine months ended September 30, 2023 have been excluded from the diluted (loss)/profit per share calculation for the three and nine months ended September 30, 2024 and 2023 because they would have an antidilutive effect on the (loss)/profit per share for the period.

Note 5 — Accumulated other comprehensive (loss)/income

The Company reports foreign currency translation adjustments and the foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature within Other comprehensive (loss) income. Unrealized gains and losses on available-for-sale debt securities are also reported within Other comprehensive (loss) income until a gain or loss is realized, at which point they are reclassified to Other (expense) income, net in the Condensed Consolidated Statement of Operations.

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The following tables show the changes in accumulated other comprehensive (loss) income (in thousands):


	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		—


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