--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-067031" form_type: "8-K" ticker: null cik: "0001750019" company_name: "TCR2 THERAPEUTICS INC." filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:35:15.601170+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # TCR2 completes merger with Adaptimmune; shareholders receive 1.5117 ADSs per share ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-067031 - form_type: 8-K - cik: 0001750019 - company_name: TCR2 THERAPEUTICS INC. - filed_at: 2023-06-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/tm2317482d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-067031 - JSON: https://secwatch.observer/filing/0001104659-23-067031.json - Plain text: https://secwatch.observer/filing/0001104659-23-067031.txt ## Key facts - Executive change Garry Menzel resigned as President and Chief Executive Officer at TCR2 THERAPEUTICS INC.. - Action: resigned - Role: President and Chief Executive Officer source text: Garry Menzel, TCR 2 ’s President and Chief Executive Officer, resigned from his position as an officer of TCR 2 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Andrew Allen was appointed as Director at TCR2 THERAPEUTICS INC.. - Action: appointed - Role: Director source text: Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Shawn Tomasello departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Priti Hegde departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Stephen Webster departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Garry Menzel departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Ansbert Gadicke departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Axel Hoos departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Garry Menzel was appointed as Director at TCR2 THERAPEUTICS INC.. - Action: appointed - Role: Director source text: Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Andrew Allen departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Neil Gibson departed as Director at TCR2 THERAPEUTICS INC.. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Executive change Priti Hegde was appointed as Director at TCR2 THERAPEUTICS INC.. - Action: appointed - Role: Director source text: Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1750019/000110465923067031/0001104659-23-067031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.