Adaptimmune Therapeutics plc ADR 2024年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedDecember 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission File Number 001-37368 ADAPTIMMUNE THERAPEUTICS PLC (Exact name of Registrant as specified in its charter) 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit and post such files).⌧Yes⌧No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” 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 complyingwith any new 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or 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 registrantincluded in the 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-basedcompensation received 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 lastbusiness day 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 was 1,543,391,646. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the U.S. Securities andExchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. Table of Contents PART IItem 1.Business1Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments75Item 1C.Cybersecurity75Item 2.Properties76Item 3.Legal Proceedings77Item 4.Mine Safety Disclosures77PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities77Item 6.[Reserved]78Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations78Item 7A.Quantitative and Qualitative Disclosures About Market Risk102Item 8.Financial Statements and Supplementary Data103Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103Item 9A.Controls and Procedures103Item 9B.Other Information104Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104PART IIIItem 10.Directors, Executive Officers and Corporate Governance104Item 11.Executive Compensation104Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters105Item 13.Certain Relationships and Related Transactions, and Director Independence105Item 14.Principal Accountant Fees and Services105PART IVItem 15.Exhibit and Financial Statement Schedules105Item 16.Form 10-K Summary111Signatures112 GENERAL INFORMATION In this Annual Report on Form 10-K (“Annual Report”), “Adaptimmune,” the “Group,” the “Company,”“we,” “us” and “our” refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries, except where the