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): March 17, 2025

Immunocore Holdings plc

(Exact name of registrant as specified in its Charter)

 

(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:

 

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

 

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 ☐

 

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. ☐  

 

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On March 17, 2025, Immunocore Holdings plc (the “Company”) and U.S. Bank Trust Company, National Association, as trustee, entered into the first supplemental indenture (the “First Supplemental Indenture”), supplementing the indenture, dated February 2, 2024 (the “Indenture”) governing the Company's 2.50% Convertible Senior Notes due 2030 (the “Notes”), to add to the Indenture certain provisions relating to the Trust Indenture Act of 1939, as amended. A copy of the First Supplemental Indenture is attached hereto as Exhibit 4.1

 

On March 17, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3ASR (File No. 333-278120) (the “Registration Statement”) with the U.S. Securities and Exchange Commission, under the Securities Act of 1933, as amended, with respect to the resale by the selling securityholders named therein of up to $150,000,000 aggregate principal amount of Notes held by such selling securityholders and the American Depositary Shares (“ADSs”) issuable upon conversion of the Notes, including the ordinary shares, nominal value £0.002 per share, represented by such ADSs.

 

In connection with the filing of the Prospectus Supplement, the Company is filing legal opinions of its counsel, Cooley (UK) LLP and Cooley LLP, regarding the legality of the securities being registered, which opinions are attached as Exhibit 5.1 and 5.2, respectively, to this Current Report on Form 8-K.

 

 

SIGNATURES

 

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

 

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