Annual report pursuant to Section 13 and 15(d)

Subsequent events

Subsequent events
12 Months Ended
Dec. 31, 2022
Subsequent events  
Subsequent events

Note 16 – Subsequent events

The Astellas Collaboration Agreement termination

The Company and Universal Cells mutually agreed to terminate the Astellas Collaboration Agreement as of March 6, 2023 (the “Effective Date”). In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Collaboration Agreement ceased, and each party is required to return all confidential information of the other party within 30 days of the Effective Date. Each party also agreed to destroy all cell lines and other materials of the other party in its possession within 30 days of the Effective Date. There were no termination penalties in connection with the termination.

The termination is expected to result in the deferred income associated with the Astellas Collaboration Agreement of $43,070,000 as of December 31, 2022, being recognized as revenue in Q1 2023, in addition to any revenue relating to reimbursement for development work performed in the quarter.

TCR2 Therapeutics Inc merger agreement

On March 6, 2023 we announced entry into a definitive agreement under which we will combine with TCR² Therapeutics Inc in an all-stock transaction to create a preeminent cell therapy company focused on treating solid tumors. The combination provides extensive advantages for clinical development and product delivery supported by

complementary technology platforms. The lead clinical franchises for the combined company utilize engineered T-cell therapies targeting MAGE A4 and mesothelin. These targets are expressed on a broad range of solid tumors and are supported by compelling early- and late-stage clinical data. The combined company also has a preclinical pipeline of additional target opportunities with development initially focused on PRAME and CD70.

The merger agreement was unanimously approved by the boards of directors of both companies. Following the closing of the transaction, Adaptimmune shareholders will own approximately 75% of the combined company and TCR2 stockholders will own approximately 25% of the combined company. The transaction is expected to close in Q2 2023, subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders and satisfaction or waiver of other customary closing conditions. Subject to the successful closing of the transaction, we currently estimate that the cash runway of the combined company will extend into early 2026.

As the transaction is not expected to close until Q2 2023, an estimate of the other financial effects of this event on the Company cannot yet be made.