8-K
filed June 1, 2023, 7:59 PM ET
CIK 0001750019
M&A
confidence high
sentiment neutral
materiality 1.00
TCR2 completes merger with Adaptimmune; shareholders receive 1.5117 ADSs per share
TCR2 THERAPEUTICS INC.
- Each TCR2 share exchanged for 1.5117 Adaptimmune ADSs; options and RSUs converted to Adaptimmune equity awards.
- TCR2 to delist from Nasdaq; plans to file Form 25 and Form 15 to suspend SEC reporting obligations.
- All directors resigned; Garry Menzel, Andrew Allen, Priti Hegde appointed to Adaptimmune board; Menzel resigned as TCR2 CEO.
- Fourth Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws adopted.
- TCR2 becomes indirect wholly-owned subsidiary of Adaptimmune; change in control effective June 1, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garry Menzel resigned as President and Chief Executive Officer at TCR2 THERAPEUTICS INC..
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
Garry Menzel, TCR 2 ’s President and Chief Executive Officer, resigned from his position as an officer of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Allen was appointed as Director at TCR2 THERAPEUTICS INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shawn Tomasello departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Priti Hegde departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Webster departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garry Menzel departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ansbert Gadicke departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Axel Hoos departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garry Menzel was appointed as Director at TCR2 THERAPEUTICS INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Allen departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neil Gibson departed as Director at TCR2 THERAPEUTICS INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR 2
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Priti Hegde was appointed as Director at TCR2 THERAPEUTICS INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TCR2 THERAPEUTICS INC.: Certificate of incorporation amended and restated to be the same as Merger Sub's certificate of incorporation in connection with the merger.
- Change
- charter amendment
Exact text from the filing
TCR 2 ’s third amended and restated certificate of incorporation was further amended and restated to be the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TCR2 THERAPEUTICS INC.: Amended and restated by-laws to be the same as Merger Sub's by-laws in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
TCR 2 ’s amended and restated by-laws were further amended and restated to be the same as the by-laws of Merger Sub, as in effect immediately prior to the Effective Time.
View on SEC.gov
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