Note 2 — Summary of Significant Accounting Policies

(a)          Basis of presentation

The condensed consolidated financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation.

The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2024 Annual Report. The condensed consolidated balance sheet as of December 31, 2024, as presented herein, was derived from audited consolidated financial statements included in the Company’s 2024 Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year.

(b)          Use of estimates in interim financial statements

The preparation of interim financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are made in various areas, including in relation to valuation allowances relating to deferred tax assets, revenue recognition, the fair value of assets acquired, liabilities assumed, and estimation of the incremental borrowing rate for operating leases. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.

(c)          Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

As of June 30, 2025, the Company had cash and cash equivalents of $26.1 million, marketable securities of $0, and negative stockholders’ equity of $71.0 million. During the six months ended June 30, 2025, the Company incurred a net loss of $77.9 million, used cash of $101.4 million in its operating activities, and generated revenues of $21.0 million. The Company has incurred net losses in most periods since inception and it expects to incur operating losses in future periods.

On July 27, 2025, the Company, entered into an Asset Purchase Agreement with USWM CT, LLC (“Purchaser”), a subsidiary of US WorldMeds Partners, LLC. Pursuant to the terms set forth in the Agreement, Adaptimmune agreed to sell to Purchaser the assets and rights related to Adaptimmune’s TECELRA, letecel, afami-cel and uza-cel cell therapies, and Purchaser agreed to assume certain liabilities related to the Products. The Transaction was completed on July 31, 2025. Upon consummation of the Transaction, the Purchaser paid $55.0 million in cash, a portion of which the Purchaser paid directly to Hercules Capital, Inc. (“Hercules”) to repay all of Adaptimmune’s indebtedness under that certain Loan and Security Agreement, dated May 14, 2024, by and among Adaptimmune, Hercules and the other parties thereto. In addition, Purchaser has agreed to make future payments to Adaptimmune of up to $30.0 million in cash upon the achievement of certain regulatory and commercial milestones related to the Products within certain specified time periods and subject to certain specified reductions. In connection with the Transaction, the Company also entered into (i) a license agreement, pursuant to which,

among other things, Purchaser will be exclusively licensed residual intellectual property rights necessary for the manufacture and commercialization of the Products and (ii) a transition services agreement, pursuant to which Adaptimmune will agree to provide certain transition services to facilitate the transfer of purchased assets to US WorldMeds. Transition services will end, on a transition service-by-transition service basis, upon the earlier of the end of the term specified for each transition service and June 30, 2026 and are reimbursed by Purchaser.

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On July 28, 2025, the Company also announced a restructuring in connection with the above Asset Purchase Agreement Transaction. Following consummation of the Transaction the Company plans to further reduce its remaining workforce by approximately 62%. The planned reduction in workforce is subject to consultation with employee representatives in the United Kingdom regarding the plan. The Company anticipates that much of the reduction in workforce will be completed during the third quarter of 2025. As a result of these actions, the Company expects to incur pre-tax costs, relating to employee severance and other employee related costs, of approximately $7.0 million to 8 million. The Company expects to incur the majority of such costs during the third quarter of 2025. This will significantly reduce the headcount, operations and costs base of the remaining company.

We intend to continue to look to monetize our remaining early stage pre-clincial assets including PRAME and ADP-520 and may engage in future financing activities.

As a result of the above activities, management considers that cash and cash equivalents will be sufficient to meet operating requirements through the 12 months following the filing of this Quarterly Report.

(d) 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.

(e)          Significant concentrations of credit risk

The Company held cash and cash equivalents of $26,061,000, and restricted cash of $1,717,000 as of June 30, 2025. 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 (“U.S.”) and the U.K. Government Financial Services Compensation Scheme in the U.K. 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 made sales of TECELRA to commercial customers and had two development revenue-generating customers during the three and six months ended June 30, 2025 which are Galapagos NV (“Galapagos”), and GSK. There were accounts receivable of $9,313,000 as of June 30, 2025 and $1,454,000 as of December 31, 2024. The Company has been transacting with Galapagos since 2024 and GSK since 2014 and has been selling products commercially since November 2024, during which time no credit losses have been recognized. As of June 30, 2025, the allowance for expected credit losses was not significant on the basis that the possibility of credit losses arising on its receivables as of June 30, 2025 is considered to be remote.

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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.

(f) New accounting pronouncements

Adopted in the current period

Improvements to Income Tax Disclosures

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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 its Annual Report on Form 10-K for the fiscal year beginning January 1, 2025. The Company is currently evaluating the impact of the guidance on its Consolidated financial statements.

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To be adopted in future periods

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Disaggregation of Income Statement Expenses

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In November 2024, the FASB issued ASU 2024-03 Disaggregation of Income Statement Expense, which improves disclosure around the nature of expenses included in the income statement. The improvements require entities to disaggregate and disclose the amounts of certain types of expenses included in certain expense captions. For public business entities, the guidance is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company intends to adopt the guidance in its Annual Report on Form 10-K for the fiscal year beginning January 1, 2027. The Company is currently evaluating the impact of the guidance on its Consolidated financial statements.

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