Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 30, 2023, TCR2 Therapeutics Inc. (the “Company”)
held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders
voted to approve the Company's pending merger with Adaptimmune Therapeutics plc (“Adaptimmune”), which is described
in more detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on April 20,
2023.
The
Company’s stockholders were entitled to one vote for each share of common stock, $0.0001 par value per share (each, a “Share”),
held as of the close of business on April 10, 2023 (the “Record Date”). At the close of business on the Record
Date, there were 39,244,199 Shares entitled to vote at the Special Meeting. Present at the Special Meeting or by proxy were holders of
23,772,067 Shares, representing 60.57% of the outstanding Shares eligible to vote at the Special Meeting, and constituting a quorum. The final
results with respect to each proposal voted on at the Special Meeting are set forth below.
The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of March 5,
2023 (as it may be amended from time to time, the “Merger Agreement”) by and among the Company, Adaptimmune and CM
Merger Sub, Inc., an indirect wholly owned subsidiary of Adaptimmune (“Merger Sub”), pursuant to which Merger
Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned direct
subsidiary of CM Intermediate Sub II, Inc., a Delaware corporation and subsidiary of Adaptimmune (the “Merger Proposal”).
The
following votes were cast at the Special Meeting (in person or by proxy), and the Merger Proposal was approved by the requisite
vote of the Company’s stockholders:
| Votes For | | |
Votes
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 23,700,468 | | |
63,776 | | |
7,823 | | |
0 | |
The
proposal to approve the adjournment or postponement of the Special Meeting, if necessary
or appropriate, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to
approve the Merger Proposal or to ensure that any supplement or amendment to the joint proxy
statement/prospectus was timely provided to the Company’s stockholders, was not voted
upon at the Special Meeting since there were sufficient votes to approve the Merger
Proposal.
Safe Harbor for Forward-Looking Statements
This communication relates to the proposed transaction pursuant to
the terms of 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.
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; 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. 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.
