aibioAdaptimmune sells cell therapy assets to US WorldMeds for $55 million upfront
Tickers ADAPY
Adaptimmune sold its TECELRA, lete-cel, afami-cel and uza-cel cell therapies to a US WorldMeds subsidiary for $55 million in cash at closing, with up to $30 million more on milestones. The $134 million gain is a pro forma estimate built on March 31, 2025 values.
Key facts
- Company
- Adaptimmune Therapeutics plc (OTC: ADAPY)
- News type
- Mergers
- Primary source
- Adaptimmune Therapeutics plc 8-K (2025-07-31)
The sale
Adaptimmune Therapeutics plc (ADAPY) closed the sale of its TECELRA, lete-cel, afami-cel and uza-cel cell therapies on July 31, 2025. The seller was Adaptimmune Limited, a wholly owned subsidiary. The buyer was USWM CT, LLC, a subsidiary of US WorldMeds Partners, LLC.
The buyer paid $55 million in cash at closing and took on certain liabilities tied to the products. Adaptimmune also transferred intellectual property, product rights, regulatory authorizations, contracts, equipment and inventory. The pro forma statements set $5 million of estimated deal costs against the payment. The exhibit names no adviser or counsel.
Two collaboration agreements went to the buyer: the termination and transfer agreement with GlaxoSmithKline Intellectual Property Development Limited, dated April 6, 2023, and the collaboration and license agreement with Galapagos NV, executed May 30, 2024. The pro forma balance sheet removes deferred revenue tied to them, listed at $108,423 thousand.
The milestones
The buyer may pay up to $30 million more. The 8-K sets out four payments:
- $5 million when the FDA accepts for review all modules of a Biologics License Application for lete-cel.
- $10 million on full FDA approval of lete-cel for biomarker-eligible patients with advanced or metastatic synovial sarcoma and myxoid or round cell liposarcoma.
- Up to $5 million in two equal instalments if U.S. net product revenue for TECELRA is $18 million or more in any calendar quarter.
- $10 million if U.S. net product revenue for TECELRA and lete-cel reaches $200 million.
The exhibit says the milestones fall within specified time periods, subject to certain time reductions, and does not state them. TECELRA has accelerated approval based on overall response rate, and the 10-K says continued approval may be contingent on a confirmatory trial, so the revenue-linked payments rest on a product whose label may still change.
The gain
Adaptimmune estimates a pro forma gain on the sale of $139 million before tax and $134 million after tax. The gain is reflected in equity on a pro forma balance sheet as of March 31, 2025, and is not in the pro forma income statements. The filing says the actual gain will be based on carrying values at July 31, 2025, so the final number may differ,.
The pro forma tables are headed "in millions", but their figures match thousands of dollars: total revenue for 2024 appears as 178,032, against $178.0 million in the 10-K. On that basis, total equity was a deficit of $37,429 thousand at March 31, 2025, and the pro forma figure is $96,674 thousand. Cash and cash equivalents were $41,054 thousand and borrowings $25,411 thousand. The pro forma statements exclude the cost of a planned reduction in workforce, including departures of leadership team members.
What was sold
The 10-K filed March 24, 2025 says TECELRA was approved on August 1, 2024 as the first engineered T-cell therapy for a solid tumor cancer in the United States. It counted 20 authorized treatment centers as of March 18, 2025, with ten patients apheresed. Product revenue was $1,236 thousand for 2024 and $4,048 thousand for the first quarter of 2025, so the commercial launch was early.
The company said it planned a lete-cel launch in 2026 and estimated up to $400 million in annual peak combined U.S. sales for TECELRA and lete-cel. Lete-cel received breakthrough therapy designation in January 2025 for myxoid liposarcoma. For uza-cel, the 10-K cites partial responses in four out of five patients in an earlier phase 1 trial, a very small group.
The 10-K also described a headcount reduction of approximately 29% and said the company was evaluating all strategic options to maximize shareholder value.
The cash position
Adaptimmune's 2024 net loss was $70.8 million, down from $113.9 million in 2023. It used $73.2 million in operations in 2024, against $140.9 million a year earlier. Revenue was $178.0 million in 2024, against $60.3 million in 2023, mostly development revenue. Research and development expense was $149.1 million in 2024. For the first quarter of 2025 the pro forma exhibit shows a net loss of $47,584 thousand on revenue of $7,285 thousand.