Current Report Filing (8-k)
December 16 2020 - 05:01PM
Edgar (US Regulatory)
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2020-12-16 2020-12-16 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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):
December 16, 2020
ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
England and Wales |
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1-37368 |
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Not
Applicable |
(State or other
jurisdiction of
incorporation) |
|
(Commission File
Number) |
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(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:
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¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
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 |
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Name of each exchange on which registered |
American Depositary Shares, each representing 6 Ordinary Shares,
par value £0.001 per share |
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ADAP |
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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
¨
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.
¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 16, 2020 Adaptimmune Therapeutics plc (the “Company”)
promoted Elliot Norry, Chief Medical Officer, to its executive team
effective from January 1, 2021.
In connection with his promotion, on December 16, 2020, Dr. Norry
entered into an employment agreement (the “Employment Agreement”)
with the Company’s U.S. subsidiary, Adaptimmune LLC (the
“Employer”). Under the terms of the Employment Agreement, effective
January 1, 2021, Dr. Norry will receive an annual base salary of
$425,100, which may be modified by the Employer in its sole
discretion. In addition to the base salary, Dr. Norry will be
eligible to receive an annual discretionary bonus following the end
of each calendar year that ends during his employment period when
he serves as Chief Medical 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 January 1, 2021 will be forty-five percent of Dr.
Norry’s base salary. The Annual Bonus payment will be pro-rated for
any partial year of service.
Dr. Norry 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 such 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, Dr. Norry will be awarded market value options to
acquire ordinary shares in the Company and RSU-style options to
acquire ordinary shares in the Company on the condition that, at
the time of the award of such stock options, Dr. Norry continues to
serve as the Company’s Chief Medical 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. Dr. Norry will also be entitled to
additional employee benefits.
The Company may terminate Dr. Norry’s employment with or without
cause and without notice, but Dr. Norry is required to provide at
least 60 days’ advance written notice to the Company in order to
terminate his employment. In the event of a termination of
employment by the Company without cause or a resignation by Dr.
Norry 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. Dr. Norry 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 Dr.
Norry for good reason without a change of control and upon a change
of control. In order to receive severance benefits under the
policy, Dr. Norry is required to execute a release of claims in
favor of the Company and comply with certain other post-employment
covenants set forth in the Employment Agreement. 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.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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.
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ADAPTIMMUNE THERAPEUTICS PLC |
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Date: December 16,
2020 |
By: |
/s/ Margaret Henry |
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Name: |
Margaret
Henry |
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Title: |
Corporate Secretary |