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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): June 15, 2022

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ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

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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))

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

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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 1.01. Entry into a Material Definitive Agreement.

On June 15, 2022, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) entered into a Deed of Surrender of Part with MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited (“MEPC”) through which the Company surrendered part of the property known as 39 Innovation Drive, Milton Park, Oxfordshire, U.K. (“39 Innovation Drive”) to MEPC (the “Deed of Surrender”) so that MEPC could grant a lease to The Electricity Network Company Limited on June 15, 2022 in connection with the installation of an electricity substation to serve Adaptimmune’s facility at 39 Innovation Drive (the “Substation Lease”). On June 15, 2022, the Company also entered into a Deed of Variation with MEPC of the lease of 39 Innovation Drive dated February 28, 2018 between MEPC and the Company (the “39 Innovation Drive Lease”) to implement variations to the 39 Innovation Drive Lease so that it is subject to rights granted in the Substation Lease related to the laying and maintenance of cables for the electricity substation (the “Deed of Variation”). All other terms of the 39 Innovation Drive Lease remain unchanged.

The foregoing descriptions of the Deed of Surrender and the Deed of Variation are qualified in their entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)  Exhibits.

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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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