UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.02 Termination of a Material Definitive Agreement
On March 2, 2023, Adaptimmune Limited and Universal Cells, Inc (“Universal Cells”) mutually agreed to the termination of the Collaboration and License Agreement between Adaptimmune Limited and Universal Cells dated January 13, 2020 (the “Collaboration Agreement”), pursuant to which Universal Cells and Adaptimmune Limited had agreed to collaborate to research, develop, and commercialize certain cellular therapy products directed to certain targets. Termination of the Collaboration Agreement became effective March 6, 2023 (the “Effective Date”). The parties previously terminated an Amended and Restated Research Collaboration and License Agreement, dated January 13, 2020, effective February 26, 2023.
In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Collaboration Agreement ceased, and each party is required to return all confidential information of the other party within 30 days of the Effective Date. Each party also agreed to destroy all cell lines and other materials of the other party in its possession within 30 days of the Effective Date. There were no termination penalties in connection with the termination.
Item 2.02 Results of Operations and Financial Conditions.
On March 6, 2023, Adaptimmune Therapeutics plc (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2022 and provided a corporate update. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2023, Adaptimmune, LLC (“Adaptimmune”), a wholly-owned subsidiary of Adaptimmune Therapeutics plc (the “Company”), entered into a separation and consulting agreement (the “Agreement”) with Cintia Piccina who served as the Company’s Chief Commercial Officer since January 31, 2022. Ms. Piccina also received notice pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (WARN Act). The Agreement is effective as of March 5, 2023 and provides that Ms. Piccina’s employment with Adaptimmune ends on that date and she will provide consulting services to the Company for a period from March 6, 2023 until September 6, 2023 unless the consulting arrangement is terminated earlier or extended (the “Consulting Period”).
The Agreement provides that Adaptimmune will pay Ms. Piccina a severance payment equal to nine months base pay, in the amount of $333,750, less all applicable deductions and withholdings and a payment equal to the gross value of nine months of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) totaling $5,730.84. These payments will be made in lump-sum form in the next available month-end pay date following the effective date of the Agreement. Ms. Piccina acknowledged and agreed that the payments are in full satisfaction of Adaptimmune’s obligations under its Executive Severance Policy dated March 10, 2017.
An option covering 3,376,992 ordinary shares (the “Market Value Options”) granted to Ms. Piccina on January 31, 2022 pursuant to the Adaptimmune Therapeutics plc 2016 Employee Share Option Scheme and related plan documents (collectively, the “Plan”) will continue to vest during the Consulting Period, subject to the relevant Plan rules and in accordance with the respective vesting schedule. The Agreement provides that Ms. Piccina will not receive any additional compensation for the consulting services. Provided that the Agreement is not terminated by the Company for cause, Ms. Piccina will be permitted a period of 12 months from the date that she ceases to be Connected (as defined in the Plan) to exercise the Market Value Options that shall have vested by the date that she ceases to be Connected.
The foregoing summary of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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.
ADAPTIMMUNE THERAPEUTICS PLC | |||
Date: March 6, 2023 | By: | /s/ Margaret Henry | |
Name: | Margaret Henry | ||
Title: | Corporate Secretary | ||