Adaptimmune Therapeutics plc ADR 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedDecember31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.◻Yes⌧No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.⌧Yes◻No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and postsuch files).⌧Yes◻No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer◻Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $230,884,394. As of March 21, 2025 the number of outstanding ordinary shares, par value £0.001 per share, of the registrant was1,543,391,646. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K areincorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. Table of Contents PARTIItem 1.Business1Item1A.Risk Factors23Item1B.Unresolved Staff Comments75Item 1C.Cybersecurity75Item2.Properties76Item3.Legal Proceedings77Item4.Mine Safety Disclosures77PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of EquitySecurities77Item6.[Reserved]78Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations78Item7A.Quantitative and Qualitative Disclosures About Market Risk102Item8.Financial Statements and Supplementary Data103Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure103Item9A.Controls and Procedures103Item9B.Other Information104Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104PARTIIIItem10.Directors, Executive Officers and Corporate Governance104Item11.Executive Compensation104Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters105Item13.Certain Relationships and Related Transactions, and Director Independence105Item14.Principal Accountant Fees and Services105PARTIVItem15.Exhibit and Financial Statement Schedules105Item16.Form 10-K Summary111Signatures112 GENERAL INFORMATION In this Annual Report on Form10-K (“Annual Report”), “Adaptimmune,” the “Group,” the“Company,” “we,” “us” and “our” refer to Adaptimmune Thera