0001621227false00-000000000016212272024-02-162024-02-16

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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): February 16, 2024

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ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

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England and Wales

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1-37368

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Not Applicable

(State or other jurisdiction of
incorporation)

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(Commission File Number)

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(IRS Employer Identification No.)

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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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Title of each class

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Trading Symbol

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Name of each exchange on which
registered

American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share

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ADAP

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The Nasdaq Global Select Market

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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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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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On February 16, 2024, Adaptimmune Therapeutics plc (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market. Consequently, the Company is now in compliance with all applicable listing standards, and it will continue to be listed on The Nasdaq Global Select Market.

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The Company was previously notified by Nasdaq on August 31, 2023 that it was not in compliance with the minimum bid price requirement because its American Depositary Shares (“ADSs”), each representing six ordinary shares of the Company, failed to meet the closing bid price requirement of at least $1.00 per share for 30 consecutive business days. In order to regain compliance with the minimum bid price requirement, the Company was required to maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days. This requirement was met on February 15, 2024, the tenth consecutive trading day when the closing bid price of the Company’s ADSs was over $1.00, and Nasdaq’s letter stated that the matter is now closed.

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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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ADAPTIMMUNE THERAPEUTICS PLC

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Date: February 16, 2024

By:

/s/ Margaret Henry

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Name:

Margaret Henry

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Title:

Corporate Secretary

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v3.24.0.1
Document and Entity Information
Feb. 16, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 16, 2024
Entity File Number 1-37368
Entity Registrant Name ADAPTIMMUNE THERAPEUTICS PLC
Entity Incorporation, State or Country Code X0
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 60 Jubilee Avenue
Entity Address, Adress Line Two Milton Park
Entity Address, City or Town Abingdon, Oxfordshire
Entity Address, Postal Zip Code OX14 4RX
Entity Address, Country GB
City Area Code 44
Local Phone Number 1235 430000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share
Trading Symbol ADAP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001621227
Amendment Flag false
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