Item 1.01 Entry into a Material Definitive Agreement.
Lease Assignment Agreement
On May 23, 2023, TCR2 Therapeutics Inc. (the "Company") entered into an
assignment of lease agreement (the "Lease Assignment Agreement") with
AstraZeneca Pharmaceuticals LP ("AstraZeneca"), pursuant to which the Company
assigned to AstraZeneca its Lease Agreement (the "Rockville Lease") with
ARE-Maryland No. 31, LLC (the "Lessor") for office and laboratory space located
at 9950 Medical Center Drive, Rockville, Maryland (the "Rockville Premises").
The assignment was approved by the Lessor on May 23, 2023.
The effective date of the lease assignment will be June 1, 2023 (the "Effective
Date"), at which time AstraZeneca will assume the Company's obligations under
the Rockville Lease. In connection with the Lease Assignment Agreement, the
Company agreed to convey to AstraZeneca certain equipment and pay $0.9 million
in cash consideration to AstraZeneca to defray additional equipment and
build-out costs.
Lease Modification Agreement
In connection with the Lease Assignment Agreement, on May 23, 2023, the Company
entered into a lease modification agreement (the "Lease Modification Agreement")
with Lessor to modify the Rockville Lease. Pursuant to the Lease Modification
Agreement, and in connection with the release of the Company's obligations under
the Rockville Lease, on the Effective Date, the Company shall convey certain
equipment to Lessor and pay a lease modification fee of approximately $5.8
million.
The Lease Assignment Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The foregoing descriptions
of the terms of the Lease Assignment Agreement do not purport to be complete and
each is qualified in its entirety by reference to the full text of the Lease
Assignment Agreement filed herein. The Lease Modification Agreement is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing descriptions of the terms of the Lease Modification
Agreement do not purport to be complete and each is qualified in its entirety by
reference to the full text of the Lease Modification Agreement filed herein.
Forward-looking Statements
This communication relates to the proposed transaction pursuant to the terms of
the Agreement and Plan of Merger, dated as of March 5, 2023, by and among the
Company, Adaptimmune Therapeutics plc ("Parent") and CM Merger Sub, Inc., an
indirect wholly-owned subsidiary of Parent ("Merger Sub"), as amended by that
certain Amendment No. 1 to the Agreement and Plan of Merger, dated April 5,
2023, by and among the Company, Parent and Merger Sub (the "Merger Agreement").
This communication includes express or implied forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), about the proposed transaction between Adaptimmune and the Company and
the operations of the combined company that involve risks and uncertainties
relating to future events and the future performance of Adaptimmune and the
Company. Actual events or results may differ materially from these
forward-looking statements. Words such as "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate," "predict,"
"project," "potential," "continue," "future," "opportunity" "will likely
result," "target," variations of such words, and similar expressions or
negatives of these words are intended to identify such forward-looking
statements, although not all forward-looking statements contain these
identifying words. Examples of such forward-looking statements include, but are
not limited to, express or implied statements regarding: the business
combination and related matters, including, but not limited to, satisfaction of
closing conditions to the proposed transaction, prospective performance and
opportunities with respect to Adaptimmune or the Company, post-closing
operations and the outlook for the companies' businesses; Adaptimmune's, the
Company's or the combined company's targets, plans, objectives or goals for
future operations, including those related to Adaptimmune's and the Company's
product candidates, research and development, product candidate introductions
and product candidate approvals as well as cooperation in relation thereto;
projections of or targets for revenues, costs, income (or loss), earnings per
share, capital expenditures, dividends, capital structure, net financials and
other financial measures; future economic performance, future actions and
outcome of contingencies such as legal proceedings; and the assumptions
underlying or relating to such statements.
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These statements are based on Adaptimmune's and the Company's current plans,
estimates and projections. By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and specific. A number of
important factors, including those described in this communication, could cause
actual results to differ materially from those contemplated in any
forward-looking statements. Factors that may affect future results and may cause
these forward-looking statements to be inaccurate include, without limitation:
uncertainties as to the timing for completion of the proposed transaction;
uncertainties as to Adaptimmune's and/or the Company's ability to obtain the
approval of Adaptimmune's shareholders or the Company's stockholders required to
consummate the proposed transaction; the possibility that competing offers will
be made by third parties; the occurrence of events that may give rise to a right
of one or both of Adaptimmune and the Company to terminate the Merger Agreement;
the possibility that various closing conditions for the proposed transaction may
not be satisfied or waived on a timely basis or at all, including the
possibility that a governmental entity may prohibit, delay, or refuse to grant
approval, if required, for the consummation of the proposed transaction (or only
grant approval subject to adverse conditions or limitations); the difficulty of
predicting the timing or outcome of consents or regulatory approvals or actions,
if any; the possibility that the proposed transaction may not be completed in
the time frame expected by Adaptimmune and the Company, or at all; the risk that
Adaptimmune and the Company may not realize the anticipated benefits of the
proposed transaction in the time frame expected, or at all; the effects of the
proposed transaction on relationships with Adaptimmune's or the Company's
employees, business or collaboration partners or governmental entities; the
ability to retain and hire key personnel; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
proposed transaction; significant or unexpected costs, charges or expenses
resulting from the proposed transaction; the potential impact of unforeseen
liabilities, future capital expenditures, revenues, costs, expenses, earnings,
synergies, economic performance, indebtedness, financial condition and losses on
the future prospects, business and management strategies for the management,
expansion and growth of the combined business after the consummation of the
proposed transaction; potential negative effects related to this announcement or
the consummation of the proposed transaction on the market price of
Adaptimmune's American Depositary Shares or the Company's common stock and/or
Adaptimmune's or the Company's operating or financial results; uncertainties as
to the long-term value of Adaptimmune's American Depositary Shares (and the
ordinary shares represented thereby), including the dilution caused by
Adaptimmune's issuance of additional American Depositary Shares (and the
ordinary shares represented thereby) in connection with the proposed
transaction; unknown liabilities related to Adaptimmune or the Company; the
nature, cost and outcome of any litigation and other legal proceedings involving
Adaptimmune, the Company or their respective directors, including any legal
proceedings related to the proposed transaction; risks related to global as well
as local political and economic conditions, including interest rate and currency
exchange rate fluctuations; potential delays or failures related to research
and/or development of Adaptimmune's or the Company's programs or product
candidates; risks related to any loss of Adaptimmune's or the Company's patents
or other intellectual property rights; any interruptions of the supply chain for
raw materials or manufacturing for Adaptimmune or the Company's product
candidates, the nature, timing, cost and possible success and therapeutic
applications of product candidates being developed by Adaptimmune, the Company
and/or their respective collaborators or licensees; the extent to which the
results from the research and development programs conducted by Adaptimmune, the
Company, and/or their respective collaborators or licensees may be replicated in
other studies and/or lead to advancement of product candidates to clinical
trials, therapeutic applications, or regulatory approval; uncertainty of the
utilization, market acceptance, and commercial success of Adaptimmune or the
Company's product candidates, and the impact of studies (whether conducted by
Adaptimmune, the Company or others and whether mandated or voluntary) on any of
the foregoing; unexpected breaches or terminations with respect to Adaptimmune's
or the Company's material contracts or arrangements; risks related to
competition for Adaptimmune's or the Company's product candidates; Adaptimmune's
or the Company's ability to successfully develop or commercialize Adaptimmune's
or the Company's product candidates; Adaptimmune's, the Company's, and their
collaborators' abilities to continue to conduct current and future
developmental, preclinical and clinical programs; potential exposure to legal
proceedings and investigations; risks related to changes in governmental laws
and related interpretation thereof, including on reimbursement, intellectual
property protection and regulatory controls on testing, approval, manufacturing,
development or commercialization of any of Adaptimmune's or the Company's
product candidates; unexpected increase in costs and expenses with respect to
the potential transaction or Adaptimmune's or the Company's business or
operations; and risks and uncertainties related to epidemics, pandemics or other
public health crises and their impact on Adaptimmune's and the Company's
respective businesses, operations, supply chain, patient enrollment and
retention, preclinical and clinical trials, strategy, goals and anticipated
milestones.
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While the foregoing list of factors presented here is considered representative,
no list should be considered to be a complete statement of all potential risks
and uncertainties. There can be no assurance that the proposed transaction or
any other transaction described above will in fact be consummated in the manner
described or at all. A more complete description of these and other material
risks can be found in Adaptimmune's and the Company's respective filings with
the U.S. Securities and Exchange Commission (the "SEC"), including each of their
Annual Reports on Form 10-K for the year ended December 31, 2022, subsequent
Quarterly Reports on Form 10-Q and other documents that may be filed from time
to time with the SEC, as well as, the Registration Statement on Form S-4 which
includes the joint proxy statement of Adaptimmune and the Company that also
constitutes the prospectus of Adaptimmune, which joint proxy
statement/prospectus has been mailed or otherwise disseminated to Adaptimmune's
shareholders and the Company's stockholders on or about April 24, 2023.
Adaptimmune and the Company also plan to file other relevant documents with the
SEC regarding the proposed transaction.
Any forward-looking statements speak only as of the date of this communication
and are made based on the current beliefs and judgments of Adaptimmune's and the
Company's management, and the reader is cautioned not to rely on any
forward-looking statements made by Adaptimmune or the Company. Unless required
by law, neither Adaptimmune nor the Company is under no duty and undertakes no
obligation to update or revise any forward-looking statement after the
distribution of this document, including without limitation any financial
projection or guidance, whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to
subscribe for, buy or sell or the solicitation of an offer to subscribe for, buy
or sell any securities, or a solicitation of any vote or approval, nor shall
there be any sale of, or offer to sell or buy, securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. This
communication is for informational purposes only. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction, Adaptimmune and the Company filed
with the SEC a Registration Statement on Form S-4. The Registration Statement on
Form S-4 includes a document that serves as a prospectus of Adaptimmune and a
joint proxy statement of Adaptimmune and the Company, and each party may also
file other documents regarding the proposed transaction with the SEC.
Adaptimmune and the Company mailed or otherwise provided to its respective
shareholders and stockholders the joint proxy statement/prospectus and other
relevant documents in connection with the proposed transaction on or about
April 24, 2023. Before making a voting decision, Adaptimmune shareholders and
the Company stockholders are urged to read the joint proxy statement/prospectus
and any other documents filed by each of Adaptimmune and the Company with the
SEC in connection with the proposed transaction or incorporated by reference
therein carefully and in their entirety because they will contain important
information about Adaptimmune, the Company and the proposed transaction. You may
. . .
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit Description
10.1 Assignment of Lease by and between TCR2 Therapeutics Inc. and
AstraZeneca Pharmaceuticals LP, dated May 23, 2023
10.2 Lease Modification Agreement by and between TCR2 Therapeutics Inc.
and ARE-Maryland No. 31, LLC, dated May 23, 2023
104 Inline XBRL cover page
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