UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023

TCR² Therapeutics Inc.

(Exact name of registrant as specified in its charter)

100 Binney Street
Suite 710
Cambridge, Massachusetts 02142

(Address of principal executive office) (Zip Code)

(617) 949-5200

(Registrant’s telephone number, including area code)

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On June 1, 2023, TCR² Therapeutics Inc., a Delaware corporation (“TCR²”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to the Agreement and Plan of Merger entered into as of April 5, 2023 (as amended, the “Merger Agreement”), with Adaptimmune Therapeutics plc, a public limited company incorporated in England and Wales (“Adaptimmune”) and CM Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Adaptimmune (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into TCR², with TCR² surviving as a wholly-owned subsidiary of Adaptimmune (the “Merger”).

At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of TCR² common stock, par value $0.0001 per share (the “TCR² Common Stock”) (other than shares of TCR² Common Stock held by TCR² as treasury stock or shares of TCR² Common Stock owned by Adaptimmune, Merger Sub or any other direct or indirect wholly-owned subsidiary of Adaptimmune), including shares of TCR² Common Stock underlying TCR² restricted stock units that immediately vest upon a change of control of TCR², was converted into the right to receive 1.5117 (the “Exchange Ratio”) Adaptimmune American Depositary Shares (“Adaptimmune ADSs”).

Each option to acquire shares of TCR² Common Stock (each, a “TCR² Option”) that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was assumed and substituted for an option to purchase a number of Adaptimmune ordinary shares, based on a calculation equal to the product of (i) the total number of shares of TCR² Common Stock subject to such TCR² option immediately prior to the Effective Time multiplied by (ii) six times the Exchange Ratio (the “Ordinary Share Exchange Ratio”), with any fractional Adaptimmune ordinary shares rounded down to the nearest whole ordinary share (each, an “Adjusted Option”). The exercise price per share of such Adjusted Option equals the quotient of (i) the exercise price per share subject to such TCR² Option immediately prior to the Effective Time divided by (ii) the Ordinary Share Exchange Ratio, with any fractional cents or pence rounded up to the nearest whole cent or penny, as applicable. Each award of restricted stock units with respect to shares of TCR² Common Stock (other than restricted stock units that immediately vest upon a change of control) was assumed and substituted for a restricted stock unit-style option to purchase a number of Adaptimmune ordinary shares, based on a calculation equal to the product of (i) the total number of shares of TCR² Common Stock subject to such TCR² restricted stock unit immediately prior to the Effective Time and (ii) the Ordinary Share Exchange Ratio, with any fractional shares rounded down to the nearest whole Adaptimmune ordinary share.

The issuance of Adaptimmune ordinary shares, par value £0.001 per share, which are represented by Adaptimmune ADSs, and Adaptimmune ADSs issued in connection with the Merger were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-271145) filed by Adaptimmune with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on April 20, 2023.

The foregoing is a general description of the Merger and Merger Agreement; it does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to TCR²’s Current Report on Form 8-K filed with the SEC on March 6, 2023 and is incorporated herein by reference.

The Merger Agreement has been filed by TCR² with the SEC and has been described above to provide investors and TCR² stockholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Adaptimmune, Merger Sub or TCR² or any of their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by Adaptimmune’s shareholders or TCR²’s stockholders. In reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or conditions of Adaptimmune, Merger Sub or TCR² or any of their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that Adaptimmune and TCR² publicly file with the SEC.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On June 1, 2023, in connection with the consummation of the Merger, TCR² notified the NASDAQ Global Select Market (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq cease trading of TCR² Common Stock on Nasdaq and suspend the listing of TCR² Common Stock, which is expected to be effective as of the market close on June 1, 2023, and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist TCR² Common Stock from Nasdaq and deregister TCR² Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. TCR² also intends to file with the SEC a Form 15 with respect to TCR² Common Stock, requesting that TCR² Common Stock be deregistered under Section 12(g) of the Exchange Act and that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, a change in control of TCR² occurred, and TCR² is now an indirect wholly-owned subsidiary of Adaptimmune. The information set forth in Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Garry Menzel, Andrew Allen, Priti Hegde, Ansbert Gadicke, Axel Hoos, Neil Gibson, Shawn Tomasello and Stephen Webster ceased serving as directors of TCR², and Garry Menzel, Andrew Allen and Priti Hegde were each appointed to the board of directors of Adaptimmune for a term commencing upon the Effective Time.

In addition, Garry Menzel, TCR²’s President and Chief Executive Officer, resigned from his position as an officer of TCR², effective as of immediately prior to the Effective Time. 

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

In connection with the completion of the Merger, TCR²’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. TCR²’s Fourth Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. Also, in connection with the completion of the Merger, TCR²’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. TCR²’s Second Amended and Restated By-Laws are filed as Exhibit 3.2 and is incorporated herein by reference.

(d) Exhibits.

*All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.