UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Adaptimmune Therapeutics plc

(Exact name of registrant as specified in its charter)

 

England and Wales

 

N/A

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

91 Park Drive, Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

 

OX14 4RY

(Address of principal executive offices)

 

(Zip Code)

 

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

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

 

 

 

American Depositary Shares

each representing six Ordinary Shares

 

The NASDAQ Stock Market LLC

 

 

 

Ordinary Shares, par value £0.001 per share

 

The NASDAQ Stock Market LLC*

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-203267

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

* Application to be made for listing, not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

 

 

 


 

Item 1.                                 Description of Registrant’s Securities to be Registered

 

The description of the securities to be registered hereunder is contained in the sections entitled “Dividends and Dividend Policy,” “Description of Share Capital and Articles of Association,” “Description of American Depositary Shares,” “Ordinary Shares and ADSs Eligible For Future Sale” and “Taxation” of the prospectus included as part of the Registrant’s Registration Statement on Form F-1 (No. 333-203267), as amended, originally filed with the Securities and Exchange Commission on April 6, 2015 under the Securities Act of 1933, and is hereby incorporated by reference in answer to this Item.

 

Item 2.                                 Exhibits

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: April 30, 2015

 

 

 

 

ADAPTIMMUNE THERAPEUTICS PLC

 

 

 

By:

/s/ James J. Noble

 

Name:

James J. Noble

 

Title:

Chief Executive Officer

 

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