Adaptimmune Therapeutics PLC: M&A transaction — Adaptimmune sells cell therapy assets to US WorldMeds for $55M cash plus $30M milestones

Adaptimmune Therapeutics PLC

Sold TECELRA, lete-cel, afami-cel, uza-cel to US WorldMeds subsidiary; $55M upfront, up to $30M in milestones.
Hercules Capital loan of $29.1M paid off, terminating the Loan and Security Agreement.
Pro forma net gain on sale estimated at $134M after tax; FY2024 pro forma net income of $159.6M vs prior loss.
Milestones: $5M on lete-cel BLA acceptance, $10M on FDA approval, up to $5M on TECELRA revenue thresholds.
Pro forma cash increases to $91M from $41M; equity turns positive to $96.7M from negative $37.4M.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Adaptimmune Therapeutics PLC completed a disposition involving USWM CT, LLC, a subsidiary of US WorldMeds Partners, LLC for $55 million in cash upon consummation of the Transaction, and Purchaser has agreed to make future payments of up to $30 million (closed 2025-07-31).

Action: disposition
Counterparty: USWM CT, LLC, a subsidiary of US WorldMeds Partners, LLC
Consideration: $55 million in cash upon consummation of the Transaction, and Purchaser has agreed to make future payments of up to $30 million
Closing: 2025-07-31

Exact text from the filing

rights, regulatory authorizations, contracts, equipment, inventory, and other related assets (together with the Products, the “Transferred Assets”). Purchaser paid Adaptimmune $55 million in cash upon consummation of the Transaction, and Purchaser has agreed to make future payments of up to $30 million to Adaptimmune upon the achievement of certain regulatory and

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Source: SEC EDGAR

accession 0001104659-25-072753

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