Adaptimmune absorbs TCR² to extend cash runway and broaden T-cell pipeline

What do TCR² Therapeutics and Adaptimmune have in common? They’re both T-cell-focused drug developers that have been shedding staff in recent weeks to stay afloat. Now, they’re combining into one company in the latest example of a growing trend for biotech-on-biotech mergers.

Judging by the fine print, Adaptimmune is coming out on top. The company is absorbing TCR² Therapeutics, with the combined entity trading under Adaptimmune’s Nasdaq ticker and led by its CEO Adrian Rawcliffe. The board will feature executives from both companies and will aim to leverage T-cell tech from both sides in the form of Adaptimmune’s specific peptide enhance affinity receptor (SPEAR) and TCR’s TRuC tech.

The deal will certainly provide a boost to Adaptimmune’s finances. As recently as November, the biotech was laying off up to 30% of staff and deprioritizing noncore assets to eke out its cash until early 2025. Thanks to the merger, Adaptimmune now expects its funds to last into 2026.

Under the deal, TCR² stockholders will receive 1.51 Adaptimmune American depository shares for each TCR² share. It will leave Adaptimmune’s shareholders owning 75% of the combined company, with TCR² stockholders holding the remaining 25%.

“This strategic combination takes two technologically and culturally aligned companies at the forefront of their fields and combines them to create a preeminent cell therapy company for solid tumors,” Adaptimmune CEO Adrian Rawcliffe said in the release. “The combined company will drive forward its pipeline of cell therapies aimed at treating multiple cancers with high unmet medical needs.”

A top priority for the combined company is Adaptimmune’s afami-cel, which the biotech hopes will be the first engineered T-cell receptor (TCR) therapy to secure FDA approval for a solid tumor. The biotech has already begun a filing for approval in a soft tissue cancer called synovial sarcoma, with the aim of completing the process by the middle of the year.

The application is based on data from the phase 3 Spearhead trial, which showed that the MAGE-A4-targeting treatment shrank tumors in 39.3% of patients.

“The strategic rationale for this combination and the operating benefits are highly compelling for both Adaptimmune and TCR² shareholders,” TCR² CEO Garry Menzel, Ph.D., said in the release. “We jointly have an array of next-generation innovations that we will integrate to address the tumor micro-environment using both autologous and allogeneic approaches.”

Adaptimmune’s SPEAR T-cell technology is based on the affinity enhancement and engineering of TCRs to target solid tumor-specific peptide. This year will see an expected full readout from the phase 1 trial of another of the biotech’s SPEAR therapies, dubbed ADP-A2M4CD8, in heavily pretreated patients across a broad range of solid tumors.

The drug will also be tested in combination with Merck & Co.’s Keytruda to treat head and neck cancer and in a phase 2 trial alongside Bristol Myers Squibb’s Opdivo—with both studies due to begin this year.

In contrast, TCR’s TRuC T-cell tech uses an antibody-based binding domain fused to TCR subunits to reprogram an intact TCR complex to recognize tumor surface antigens. The combined company will be awaiting a phase 2 readout of TCR’s lead candidate, gavo-cel, in platinum resistant ovarian cancer, as well as phase 1 data in an array of solid tumors.

The company entered the year confirming a 40% reduction in its remaining head count only six months after the biotech waved goodbye to 20% of its workforce. The cash savings were expected to stretch out TCR’s runway until 2025, but the company still warned about the “very challenging capital market environment.”

The deal marks the latest in a growing trend this year for biotech-on-biotech mergers. Last week alone saw Flamingo fold into Dynacure and Adamis scooped up by DMK.