Adaptimmune Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stockholders' equity

Stockholders' equity	12 Months Ended
Dec. 31, 2019
Stockholders' equity
Stockholders' equity	Note 11 — Stockholders’ equity Ordinary shares Each holder of ordinary shares is entitled to one vote, on a show of hands and one vote per share on a poll, at general meetings of the Company. On the winding up of the Company, the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company shall be paid to the shareholders in proportion to the number of shares held by each of them. The payment of dividends by Adaptimmune Therapeutics plc is governed by English law. As of December 31, 2019, Adaptimmune Therapeutics Plc and Adaptimmune Limited have accumulated net losses. Effective from May 2, 2019, the Directors have the authority to allot new ordinary shares or to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a maximum aggregate nominal amount of £207,288.00. This authority runs for five years and will expire on May 1, 2024 (unless previously renewed, varied or revoked). Effective from May 2, 2019, the Directors also have the authority to allot ordinary shares for cash or to grant rights to subscribe for or to convert any security into ordinary shares in the Company without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £157,500.00. This power will expire at the end of the Annual General Meeting of the Company to be held in 2021 (unless previously renewed, varied or revoked). 2020 Underwritten public offering Details of the Company’s public offering subsequent to December 31, 2019 are provided in Note 15. 2018 Registered direct offering On September 7, 2018, the Company completed a registered direct offering of its American Depositary Shares (“ADSs”) following its entry into a definitive agreement with Matrix Capital Management Company, LP, New Enterprise Associates 16, L.P., New Enterprise Associates 14, L.P. and Syncona Portfolio Limited. The Company sold 10,000,000 ADSs (representing 60,000,000 ordinary shares) at a price of $10.00 per ADS. The net proceeds were $99,653,000 after deducting offering expenses of $347,000.

Stockholders' equity

12 Months Ended

Dec. 31, 2019

Stockholders' equity

Stockholders' equity

Note 11 — Stockholders’ equity

Ordinary shares

Each holder of ordinary shares is entitled to one vote, on a show of hands and one vote per share on a poll, at general meetings of the Company. On the winding up of the Company, the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company shall be paid to the shareholders in proportion to the number of shares held by each of them. The payment of dividends by Adaptimmune Therapeutics plc is governed by English law. As of December 31, 2019, Adaptimmune Therapeutics Plc and Adaptimmune Limited have accumulated net losses.

Effective from May 2, 2019, the Directors have the authority to allot new ordinary shares or to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a maximum aggregate nominal amount of £207,288.00. This authority runs for five years and will expire on May 1, 2024 (unless previously renewed, varied or revoked). Effective from May 2, 2019, the Directors also have the authority to allot ordinary shares for cash or to grant rights to subscribe for or to convert any security into ordinary shares in the Company without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £157,500.00. This power will expire at the end of the Annual General Meeting of the Company to be held in 2021 (unless previously renewed, varied or revoked).

2020 Underwritten public offering

Details of the Company’s public offering subsequent to December 31, 2019 are provided in Note 15.

2018 Registered direct offering

On September 7, 2018, the Company completed a registered direct offering of its American Depositary Shares (“ADSs”) following its entry into a definitive agreement with Matrix Capital Management Company, LP, New Enterprise Associates 16, L.P., New Enterprise Associates 14, L.P. and Syncona Portfolio Limited. The Company sold 10,000,000 ADSs (representing 60,000,000 ordinary shares) at a price of $10.00 per ADS. The net proceeds were $99,653,000 after deducting offering expenses of $347,000.