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Note 17 – Subsequent events

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On July 16, 2025, the Company entered into the Settlement Agreement with MD Anderson. See Note 16 for futher information.

On July 27, 2025, the Company entered into the Asset Purchase Agreement. Pursuant to the terms set forth in the Asset Purchase Agreement, Adaptimmune agreed to sell to USWM CT, LLC (“Purchaser”, and together with US WorldMeds Partners, LLC, “US WorldMeds”) the assets and rights related to Adaptimmune’s TECELRA, letecel, afami-cel and uza-cel cell therapies (the “Products”), and Purchaser agreed to assume certain liabilities related to the Products (the “Transaction”). The Company also agreed to transfer to Purchaser specified intellectual property, product rights, regulatory authorizations, contracts, equipment, inventory, and other related assets. In connection with the Transaction, US WorldMeds intends to offer employment to approximately half of the Company’s workforce.

Upon consummation of the Transaction, Purchaser paid $55.0 million in cash, a portion of which Purchaser paid directly to Hercules to repay all of the Company’s indebtedness under the Loan Agreement. In addition, Purchaser has agreed to make future payments to the Company 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, including:

The Transaction was completed and funds received from Purchaser on July 31, 2025.

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At the same time and in connection with the consummation of the Transaction Hercules was paid an amount equal to approximately $29.1 million (the “Payoff Amount”) in satisfaction of all indebtedness owed to Hercules, including principal, accrued and unpaid interest, fees, costs and expenses payable under the Loan Agreement. The Payoff Amount included (a) approximately $2.9 million as an end-of-term fee and (b) approximately $0.5 million as a pre-payment fee. Upon receipt of the Payoff Amount, Hercules discharged in full all of the Company’s and its subsidiaries’ obligations, covenants, debts and liabilities under the Loan Agreement and released all liens and security interests granted to Hercules to secure the obligations under the Loan Agreement. 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.

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The Loan Agreement was irrevocably terminated as of July 31, 2025.

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On July 28, 2025, the Company also announced a restructuring in connection with the 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 the majority 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 approximately $7 to $8 million in pre-tax costs, relating to employee severance and other employee related costs. These estimates are subject to certain assumptions and actual results may differ. As part of the restructuring, Elliot Norry, our Chief Medical Officer, and Cintia Piccina, our Chief Commercial Officer, ceased to be employed by Adaptimmune LLC as of August 8, 2025 and Joanna Brewer, our Chief Scientific Officer, will cease to be employed by Adaptimmune Limited as of August 31, 2025.

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