UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2019

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales		1-37368		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

(Address of principal executive offices, including zip code)

(44) 1235 430000

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class		Trading Symbol		Name of each exchange on which registered
American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share		ADAP		The Nasdaq Global Select Market

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).

Emerging growth company o

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2019, Dr. Rafael Amado, President, Research and Development of Adaptimmune Therapeutics plc (the “Company”) informed the Company that he will be leaving the Company effective August 12, 2019.

On August 1, 2019, the Company announced the appointment of John Lunger as Chief Patient Supply Officer effective August 1, 2019, and the creation of a new executive team. Effective from September 1, 2019, the new executive team will comprise Adrian Rawcliffe, Chief Executive Officer, Bill Bertrand, Chief Operating Officer, Helen Tayton-Martin, Chief Business Officer, and John Lunger, Chief Patient Supply Officer. As announced on June 27, 2019, the Company has started a global search for a new Chief Financial Officer (CFO), which will be the subject of a separate announcement. Until a replacement is found, Mr. Rawcliffe will continue in his role as the Company’s CFO, principal financial officer and principal accounting officer.

On August 1, 2019, Mr. Lunger entered into an employment agreement (the “Employment Agreement”) with the Company’s U.S. subsidiary. Under the terms of the Employment Agreement, effective August 1, 2019, Mr. Lunger will receive an annual base salary of $400,000, which may be modified by the Company’s Board of Directors (the “Board”) or the remuneration committee, as applicable, in its sole discretion. In addition to the base salary, Mr. Lunger will be eligible to receive an annual discretionary bonus, determined by the Board or the remuneration committee following the end of each calendar year that ends during his employment period where he serves as Chief Patient Supply Officer (“Annual Bonus”), subject to: (i) objective criteria set forth by the Board or an authorized delegate thereof on an annual basis; and (ii) the overall performance of the Company. The initial target Annual Bonus effective from August 1, 2019 will be forty-five percent of Mr. Lunger’s base salary. The Annual Bonus payment will be pro-rated for any partial year of service.

Mr. Lunger will also be eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance with the terms of any such plans, at the sole and absolute discretion of the Company and the Board or the remuneration committee. On or around August 1, 2019, or such other date as the Board or the remuneration committee may determine and subject to the rules of the relevant equity plan and any applicable legal or regulatory requirements, Mr. Lunger will be awarded 839,568 market value options to acquire ordinary shares of the Company and 187,500 RSU-style options to acquire ordinary shares in the Company on condition that, at the time of the award of such stock options, Mr. Lunger continues to serve as the Company’s Chief Patient Supply Officer and remains employed by the Company and is not under notice of termination (given or received). The options will vest over a period of four years from the date of grant. The market value options will have an exercise price per ordinary share of not less than one sixth of the closing trading price of the Company’s American Depositary Shares on the last business day prior to the date of grant, translated from USD to GBP, and the RSU-style options will have an exercise price of £0.001 per ordinary share. Mr. Lunger will also be entitled to additional employee benefits.

The Company may terminate Mr. Lunger’s employment with or without cause and without notice, but Mr. Lunger is required to provide at least 60 days’ advance written notice to the Company if he is terminating his employment. In the event of a termination of employment by the Company without cause or a resignation by Mr. Lunger for good reason, upon a change of control, any portion of stock option awards that were granted and unvested as of the date of termination will vest and immediately become exercisable on the date of termination. Mr. Lunger will also be entitled to payments under the Company’s executive severance policy in the event of a termination by the Company without cause or a resignation by Mr. Lunger for good reason without a change of control and upon a change of control. The Employment Agreement also contains non-solicitation and non-competition provisions for a twelve month period as well as standard confidentiality provisions.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment 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 8.01 Other Events

On August 1, 2019 the Company issued a press release announcing the departure of Dr. Amado, the appointment of Mr. Lunger and the other developments referred to in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

10.1		Employment Agreement dated as of August 1, 2019 by and between Adaptimmune, LLC and John Lunger
99.1		Press release dated August 1, 2019

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: August 1, 2019	By:	/s/ Margaret Henry
		Name:	Margaret Henry
		Title:	Corporate Secretary