Adaptimmune(US:ADAP)2025-08-13 11:47PART I — FINANCIAL INFORMATION Financial Statements This section presents Adaptimmune Therapeutics plc's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, detailing financial position, performance, cash flows, and significant subsequent events Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $26,061 | $91,139 | | Marketable securities | $0 | $60,466 | | Total current assets | $78,115 | $188,169 | | Total assets | $130,633 | $245,963 | | Liabilities & Equity | | | | Total current liabilities | $51,513 | $64,527 | | Total liabilities | $201,591 | $234,114 | | Total stockholders' equity | $(70,958) | $11,849 | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Income Statement Item | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Product revenue, net | $15,126 | $0 | | Development revenue | $5,836 | $133,909 | | Total revenue | $20,962 | $133,909 | | Research and development | $(51,836) | $(75,655) | | Selling, general and administrative | $(41,767) | $(38,815) | | (Loss)/profit from operations | $(76,021) | $19,439 | | Net (loss)/profit | $(77,924) | $21,018 | | Net (loss)/profit per share, basic | $(0.05) | $0.01 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Item | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | $(101,372) | $15,449 | | Net cash provided by/(used in) investing activities | $59,644 | $(1,101) | | Net cash (used in)/provided by financing activities | $(23,666) | $53,747 | | Net (decrease)/increase in cash | $(65,428) | $67,659 | - The company has incurred a net loss of $77.9 million and used $101.4 million in cash from operating activities for the six months ended June 30, 2025 However, management believes that cash and cash equivalents will be sufficient for at least the next 12 months following the filing, primarily due to a significant asset sale and restructuring that occurred in July 20252831 - A significant subsequent event occurred on July 27, 2025, when the company entered into an Asset Purchase Agreement to sell its key cell therapy assets (TECELRA, letecel, afami-cel, uza-cel) to USWM CT, LLC for $55.0 million in cash upfront, plus potential future milestones up to $30.0 million The transaction closed on July 31, 2025103104105 - In connection with the asset sale, the company announced a further restructuring on July 28, 2025, planning to reduce its remaining workforce by approximately 62% This is expected to incur pre-tax costs of approximately $7.0 million to $8.0 million, primarily in the third quarter of 2025109 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's strategic shift, including the sale of key assets and restructuring, analyzing financial results impacted by decreased collaboration revenue and initial product sales, while affirming sufficient liquidity post-asset sale - On July 27, 2025, the company agreed to sell its key assets, including TECELRA, letecel, afami-cel, and uza-cel, to US WorldMeds This transaction marks a significant strategic shift, with the company now planning to explore options for its remaining preclinical assets like PRAME and ADP-520115120121 Comparison of Operations for the Three Months Ended June 30 (in thousands) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $13,677 | $128,231 | $(114,554) | (89)% | | Product revenue, net | $11,078 | $0 | $11,078 | N/A | | Development revenue | $2,599 | $128,231 | $(125,632) | (98)% | | R&D Expenses | $(22,979) | $(40,448) | $17,469 | (43)% | | SG&A Expenses | $(18,485) | $(19,083) | $598 | (3)% | | Net (Loss)/Profit | $(30,340) | $69,521 | $(99,861) | (144)% | Comparison of Operations for the Six Months Ended June 30 (in thousands) | Metric | H1 2025 | H1 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $20,962 | $133,909 | $(112,947) | (84)% | | Product revenue, net | $15,126 | $0 | $15,126 | N/A | | Development revenue | $5,836 | $133,909 | $(128,073) | (96)% | | R&D Expenses | $(51,836) | $(75,655) | $23,819 | (31)% | | SG&A Expenses | $(41,767) | $(38,815) | $(2,952) | 8% | | Net (Loss)/Profit | $(77,924) | $21,018 | $(98,942) | (471)% | - The significant decrease in development revenue in 2025 is primarily due to the termination of the Genentech collaboration in April 2024, which resulted in a one-time cumulative catch-up revenue recognition of $101.3 million in Q2 2024163178 - Total Liquidity, a non-GAAP measure combining cash, cash equivalents, and marketable securities, was $26.1 million as of June 30, 2025, a sharp decline from $151.6 million at December 31, 2024 However, the company received a $55.0 million cash payment from the asset sale in July 2025190199 - Net cash used in operating activities was $101.4 million for the first six months of 2025, a stark contrast to the $15.4 million provided by operating activities in the same period of 2024 The change was driven by the absence of large upfront collaboration payments received in 2024 and cash outflows for redundancy payments in 2025192193195 Quantitative and Qualitative Disclosures About Market Risk The company reports no material changes to its market risk exposure during the three months ended June 30, 2025, referring to the 2024 Annual Report for detailed discussion - There were no material changes to the Company's market risk during the second quarter of 2025202 Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective203204 - No material changes to the company's internal control over financial reporting were identified during the quarter ended June 30, 2025205 PART II — OTHER INFORMATION Legal Proceedings The company settled litigation with The University of Texas M.D. Anderson Cancer Center on July 16, 2025, with the financial impact deemed immaterial to its operations - On July 16, 2025, the company settled litigation with The University of Texas M.D Anderson Cancer Center concerning a 2016 strategic alliance agreement95206 - The company asserts that the financial obligations of the settlement are not material and are not expected to have a material adverse effect on its financial position96207 Risk Factors This section highlights the risk of non-compliance with Nasdaq's minimum bid price requirement, detailing the company's transfer to the Nasdaq Capital Market and the extended period to regain compliance - The company is not in compliance with Nasdaq's minimum bid price requirement, as its American Depositary Shares (ADSs) traded below $1.00 for over 30 consecutive business days, receiving a notice on November 1, 2024211 - On May 1, 2025, Nasdaq approved the company's application to transfer its listing to the Nasdaq Capital Market, granting an additional 180-day compliance period to regain the minimum $1.00 bid price212 - Failure to regain compliance with Nasdaq's listing rules could result in the delisting of the company's ADSs, which would adversely affect market price, liquidity, and the ability to raise capital213 Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds from such sales during the period - None reported for the period214 Defaults Upon Senior Securities The company reported no defaults upon its senior securities during the period - None reported for the period215 Mine Safety Disclosures This item is not applicable to the company's business operations - Not applicable216 Other Information The company states that during the three-month period ended June 30, 2025, none of its directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the second quarter of 2025217 Exhibits This section lists exhibits filed with the Quarterly Report on Form 10-Q, including the Asset Purchase Agreement and required officer certifications - The exhibits filed with this report include the Asset Purchase Agreement dated July 27, 2025, and required officer certifications under Sections 302 and 906 of the Sarbanes-Oxley Act218