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ADC Therapeutics Announces Comprehensive Strategic Financial Restructuring Marking Key Capital Structure Improvements

The amended loan sets a $65.0 million minimum trailing four-quarter U.S. ZYNLONTA sales covenant beginning with the December 2026 quarter.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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ADC Therapeutics (ADCT) announced an $86.6 million private placement alongside royalty and loan amendments intended to extend its expected cash runway into 2029. The financing comprises 12.9 million common shares at $1.42 and pre-funded warrants for 48.1 million shares at $1.32 each, with a CHF 0.08 exercise price. Closing is expected October 22, 2026.

The HCR amendment removes a $150 million change-of-control payment. A $70.0 million loan principal prepayment would leave $50.0 million due in August 2029, without scheduled amortization or a minimum liquidity covenant. Both amendments depend on the financing; HCR requires completion by October 31, 2026. Existing HCR and lender warrant exercise prices are reduced. ADC expects approximately $21.0 million in third-quarter ZYNLONTA net product revenue. September 30 cash was $189.2 million, or approximately $196 million pro forma for the financing and loan prepayment.

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7 points · 2 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 12 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.PIPE financing anticipates approximately $86.6 million gross proceeds, assuming cash exercise of pre-funded warrants. 48% of market cap
  • Major point. Forward-looking: it has not happened yet and may not happen.Loan principal would decrease to $50.0 million following a $70.0 million principal prepayment. 39% of market cap
  • Moderate point. Forward-looking: it has not happened yet and may not happen.Cash runway is expected to extend into 2029 following the restructuring.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.HCR amendment eliminates the $150 million payment otherwise required solely upon a change of control. 83% of market cap
  • Moderate point. Forward-looking: it has not happened yet and may not happen.Remaining loan principal becomes a bullet payment in August 2029, eliminating subsequent scheduled amortization.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.Loan amendment eliminates the minimum liquidity covenant.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.PIPE proceeds are intended to fund Phase 3 ZYNLONTA trials in diffuse large B-cell and marginal zone lymphoma.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.PIPE issuance of 12.9 million common shares at $1.42 dilutes existing shareholders.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.HCR warrants covering 9,834,776 shares have their exercise price reduced from $3.8130 to $0.10.
  • Moderate pointThird-party indebtedness is capped at $50.0 million under the HCR amendment.
  • Moderate pointUncured debt-cap breach permits HCR to elect a 1.5-times non-performance payment on $300 million less royalties and qualifying credits. 1.7× market cap
  • Moderate point. Forward-looking: it has not happened yet and may not happen.U.S. ZYNLONTA sales covenant requires $65.0 million over trailing four quarters from the December 31, 2026 quarter onward.
7 minor points
  • Minor point. Forward-looking: it has not happened yet and may not happen.Pre-funded warrants for 48.1 million shares at $1.32 each, exercisable at CHF 0.08, add potential dilution.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Lender warrants covering 527,295 shares have their exercise price reduced from $8.30 to $1.00, conditional on loan-amendment effectiveness.
  • Minor pointHCR amendment requires PIPE completion by October 31, 2026 and effectiveness of the loan amendment.
  • Minor pointLoan amendment and associated prepayment remain conditional on PIPE completion.
  • Minor pointLoan prepayment requires accrued interest, related fees and premiums in addition to principal.
  • Minor point. Forward-looking: it has not happened yet and may not happen.HCR amendment requires best efforts to become a Delaware corporation, subject to shareholder approval and legal and fiduciary duties.
  • Minor pointExisting HCR royalty obligations continue unchanged until the contractual Royalty Cap.

News Explained

A $65.0 million trailing-four-quarter U.S. ZYNLONTA sales covenant starts for the quarter ending December 31, 2026, alongside the conditional financing.

On October 7, 2026, ADC Therapeutics entered the agreements, but the PIPE remains pending; the loan amendment depends on its completion, and the HCR amendment also requires the loan amendment to take effect. If completed, the sale of common shares increases the share count, and exercise of the pre-funded warrants could add more shares, reducing existing holders’ percentage ownership absent offsetting changes.

Pre-funded warrants are sold at nearly the full share price with a nominal exercise price and convert into shares when exercised; these warrants have an exercise price of CHF 0.08.

The amended loan agreement sets a minimum trailing-four-quarter U.S. ZYNLONTA sales covenant of $65.0 million for the quarter ending December 31, 2026, and each quarter thereafter.

The HCR amendment limits permitted aggregate third-party debt to $50.0 million; an uncured breach after the cure period lets HCR elect a non-performance payment equal to 1.5 times the difference between the $300 million purchase price and qualifying amounts received. The existing royalty obligations continue until the contractual Royalty Cap.

Argus 15 min delay 12 alerts
+4.93% vs previous close $1.49 last price 109.4x rel. volume Open Argus
Details

Market move: ADCT +4.93% vs previous close. strategic financial restructuring

-4.3% Trough in 0 min
$1.25 – $1.55 Day Range
$190.22M Market Cap

On Oct 8, the day this news came out, the latest delayed price for ADCT is 4.93% above the previous close. Argus tracked a trough of -4.3% from its starting point during tracking. Our momentum scanner has recorded 12 alerts for this stock so far that day. The latest delayed price is $1.49. Relative volume is exceptionally heavy at 109.4x the average.

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Key Figures

PIPE gross proceeds: $86.6M Common shares in PIPE: 12.9M shares at $1.42 per share Pre-funded warrants: 48.1M warrants at $1.32 each; CHF 0.08 exercise price +5 more
PIPE gross proceeds
$86.6M
Anticipated assuming cash exercise of pre-funded warrants; before fees and expenses
Common shares in PIPE
12.9M shares at $1.42 per share
PIPE securities purchase agreements
Pre-funded warrants
48.1M warrants at $1.32 each; CHF 0.08 exercise price
PIPE terms
Change-of-control payment eliminated
$150M
HCR agreement amendment
Remaining term-loan principal
$50M
Immediately after the contemplated prepayment
Minimum trailing U.S. ZYNLONTA sales covenant
$65M
For the quarter ending December 31, 2026, and each quarter thereafter
Expected cash runway
Into 2029
Company expectation following the announced restructuring
Cash and cash equivalents
$189.2M
As of September 30, 2026, before the contemplated PIPE proceeds and loan prepayment

Key Terms

private investment in public equity, pre-funded warrants, minimum liquidity covenant, bullet payment, +1 more
5 terms
private investment in public equity financial
"in an $86.6 million private investment in public equity"
Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.
pre-funded warrants financial
"pre-funded warrants to purchase 48.1 million common shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
minimum liquidity covenant financial
"eliminates the minimum liquidity covenant"
A minimum liquidity covenant is a clause in a loan or bond agreement that requires the borrower to keep a certain amount of cash or easily sold assets on hand, like an agreed emergency fund. It matters to investors because it protects lenders and other creditors by reducing the chance of missed payments; falling below the required level can trigger penalties, default, or demands for extra collateral, which can affect a company’s borrowing costs and equity value.
bullet payment financial
"with bullet payment in August 2029"
A bullet payment is a single large repayment of the loan principal or bond face value that is made at the end of the loan or bond term instead of gradually over time; interest may still be paid periodically before maturity. For investors it matters because the borrower must find a large sum at one time, concentrating default and refinancing risk and making the security more sensitive to interest-rate and liquidity changes—like renting monthly but having to pay the whole house price in one final lump sum.
change-of-control payment financial
"eliminates the $150 million payment otherwise required solely upon a change of control"
A change-of-control payment is a contractual payment or benefit that becomes due when a company undergoes a defined change in ownership or control, such as a merger, acquisition, sale of substantially all assets, or a shift in the board that meets thresholds set in the contract. These payments are commonly written into employment agreements, severance plans, executive compensation arrangements, and vendor or creditor contracts, and they can take the form of cash severance, accelerated vesting of equity awards, lump-sum payouts, or other agreed benefits. Whether a specific event qualifies as a change of control depends on the precise definition in the governing agreement, and such payments may be limited, reduced, or treated specially under tax, securities, or corporate rules that apply in the relevant jurisdiction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$86.6 Million Private Placement announced, with participation from new and existing investors, extending expected cash runway into 2029 

HealthCare Royalty financing agreement amended, removing change-of-control payment 

Senior secure loan refinanced, decreasing principal to $50M with bullet payment in August 2029 and no minimum liquidity

LAUSANNE, Switzerland, Oct. 8, 2026 /PRNewswire/ -- ADC Therapeutics SA (NYSE: ADCT), a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), today announced a comprehensive strategic financial restructuring designed to strengthen its balance sheet, reduce leverage, and increase strategic optionality to maximize shareholder value while extending the expected cash runway into 2029. The strategic initiative includes securing new equity financing, restructuring the HealthCare Royalty (HCR) agreement, and reducing the outstanding loan principal.

ADC Therapeutics logo

"We are pleased to announce this robust set of improvements to our capital structure which reflect confidence in ZYNLONTA's growth potential from both long-standing and new investors as well as from HCR and our lenders," said Ameet Mallik, Chief Executive Officer of ADC Therapeutics. "These efforts extend our expected cash runway and increase strategic optionality, as we approach much anticipated LOTIS-7 and MZL data abstracts in early November with presentations in December at the 68th American Society of Hematology Annual Meeting."

Strategic Financing
ADC Therapeutics has entered into securities purchase agreements for the sale of its equity securities to certain institutional investors, including new investor Bain Capital Life Sciences and existing investors Redmile, TCGX, and Nantahala Capital, in an $86.6 million private investment in public equity ("PIPE") financing. In the PIPE, ADC Therapeutics is selling 12.9 million common shares at $1.42 per share and pre-funded warrants to purchase 48.1 million common shares at $1.32, per pre-funded warrant, which is the price per common share in the PIPE minus the exercise price of CHF 0.08 per pre-funded warrant.

Gross proceeds from the PIPE, assuming cash exercise of the pre-funded warrants, are anticipated to be approximately $86.6 million before deducting placement agent fees and offering expenses. The PIPE is expected to close on October 22, 2026, subject to customary closing conditions. ADC Therapeutics intends to use the net proceeds from the PIPE to invest in continued funding of ZYNLONTA pipeline studies, including the Phase 3 trials in diffuse large B-cell lymphoma (ZYNLONTA plus glofitamab) and marginal zone lymphoma (ZYNLONTA monotherapy), and strengthen the balance sheet, in addition to funding working capital and general corporate purposes.

The offer and sale of the foregoing securities are made in a transaction not involving a public offering, and the foregoing securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws, and are being offered and sold in reliance on Section 4(a)(2) of the Securities Act. The securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. ADC Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares to be sold in the PIPE and the common shares issuable upon exercise of the pre-funded warrants to be sold in the PIPE.

Amendment to Royalty Purchase and Sale Agreement
On October 7, 2026, ADC Therapeutics entered into Amendment No. 2 (the "HCR Amendment") to its Purchase and Sale Agreement, dated August 25, 2021 (as amended from time to time, the "HCR Agreement"), with certain entities managed by HealthCare Royalty Management, LLC (collectively, "HCR"). To date, HCR has provided $300 million of funding to the Company. The HCR Amendment eliminates the $150 million payment otherwise required solely upon a change of control.

In addition, the HCR Amendment reduces the aggregate outstanding principal amount of third-party indebtedness of the Company, and its subsidiaries are permitted to incur to $50.0 million. An uncured breach of this debt limitation covenant entitles HCR to elect to receive the non-performance payment equaling 1.5 times the difference between the $300 million aggregate purchase price and royalty payments and other qualifying credited amounts actually received by HCR, subject to a cure period. The HCR Amendment also requires the Company, subject to shareholder approval and applicable legal and fiduciary duties, to use its best efforts to become a Delaware corporation. In addition, the HCR Amendment amends the warrants to purchase 9,834,776 common shares, which were issued on February 18, 2026, in connection with a previous amendment to the HCR Agreement (the "HCR Warrants"), by reducing the exercise price of the HCR Warrants from $3.8130 per share to $0.10 per share; by adding a provision that prohibits the exercise of the HCR Warrants if, upon giving effect to such exercise, the aggregate number of the Company's common shares beneficially owned by the holder (together with its affiliates and certain attribution parties) would exceed 4.99% (or, 61 days after a written notice from such holder, any other percentage not in excess of 9.99%) of the number of the Company's common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the HCR Amendment; and removing the contractual restrictions on transfers of the HCR Warrants and shares issuable upon exercise of the HCR Warrants before January 1, 2028. The effectiveness of the HCR Amendment is conditioned upon the completion of the PIPE by October 31, 2026, and the effectiveness of the Loan Agreement Amendment. All other terms of the HCR Agreement remain unchanged including the ongoing royalty obligations which will continue until the Royalty Cap (as defined in the HCR Agreement).

Amendment to Loan Agreement
On October 7, 2026, ADC Therapeutics, certain subsidiaries of the Company, the lenders party thereto and Blue Owl Opportunistic Master Fund I, L.P., as administrative agent and collateral agent, entered into a second amendment (the "Loan Agreement Amendment") to the Loan Agreement and Guaranty, dated August 15, 2022 (as amended from time to time, the "Loan Agreement").

The Loan Agreement Amendment provides for the prepayment of $70.0 million principal amount of term loans under the Loan Agreement, plus accrued and unpaid interest with respect thereto and any related fees and premiums, inclusive of the Company's scheduled September 30, 2026, amortization payment. Immediately after such prepayment, the principal amount of outstanding term loans under the Loan Agreement will be $50.0 million. The Loan Agreement Amendment eliminates subsequent scheduled principal amortization, with the remaining principal payable at maturity unless earlier accelerated; eliminates the minimum liquidity covenant; and sets the minimum trailing four-quarter U.S. ZYNLONTA sales covenant at $65.0 million for the quarter ending December 31, 2026, and each quarter thereafter. The effectiveness of the Loan Agreement Amendment, including the consummation of the prepayment contemplated thereunder, is conditioned upon the completion of the PIPE.

In connection with the Loan Agreement Amendment, the Company entered into amendments to the warrants to purchase an aggregate of 527,295 common shares, which were issued on August 15, 2022, in connection with the Loan Agreement (the "Lender Warrants"). The amendments reduce the exercise price of the Lender Warrants from $8.30 per share to $1.00 per share (being the lesser of $1.00 per share and the price per common share in the PIPE). The effectiveness of the amendments to the Lender Warrants is conditioned upon the effectiveness of the Loan Agreement Amendment.

The company expects net product revenues from sales of ZYNLONTA to be approximately $21.0 million for the third quarter ended September 30, 2026 with cash and cash equivalents totaling $189.2 million as of September 30, 2026. On a proforma basis, giving effect to the estimated net cash proceeds from the PIPE of approximately $76.3 million (after deducting placement agent fees and estimated offering expenses), and the partial principal prepayment of $69.6 million (including fees) on the senior secured term loan, the Company would have had approximately $196 million of cash and cash equivalents as of that date.

Jefferies, Guggenheim Securities, and Cantor are acting as placement agents for the PIPE. Davis Polk & Wardwell LLP and Homburger AG are acting as legal advisors to ADC Therapeutics.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The Company has uploaded an updated corporate presentation to the Investor portion of its website.

About ZYNLONTA®
ZYNLONTA® is a CD19-directed antibody drug conjugate (ADC). Once bound to a CD19-expressing cell, ZYNLONTA is internalized by the cell, where enzymes release a pyrrolobenzodiazepine (PBD) payload. The potent payload binds to DNA minor groove with little distortion, remaining less visible to DNA repair mechanisms. This ultimately results in cell cycle arrest and tumor cell death.

The U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) have approved ZYNLONTA (loncastuximab tesirine-lpyl) for the treatment of adult patients with relapsed or refractory (r/r) large B-cell lymphoma after two or more lines of systemic therapy, including diffuse large B-cell lymphoma (DLBCL) not otherwise specified (NOS), DLBCL arising from low-grade lymphoma and also high-grade B-cell lymphoma. The trial included a broad spectrum of heavily pre-treated patients (median three prior lines of therapy) with difficult-to-treat disease, including patients who did not respond to first-line therapy, patients refractory to all prior lines of therapy, patients with double/triple hit genetics and patients who had stem cell transplant and CAR-T therapy prior to their treatment with ZYNLONTA. This indication is approved by the FDA under accelerated approval and in the European Union under conditional approval based on overall response rate and continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial. Please see full prescribing information including important safety information about ZYNLONTA at www.ZYNLONTA.com.

ZYNLONTA is also being evaluated as a therapeutic option in combination studies in other B-cell malignancies and earlier lines of therapy.

About ADC Therapeutics
ADC Therapeutics (NYSE: ADCT) is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), transforming treatment for patients through our focused portfolio with ZYNLONTA® (loncastuximab tesirine-lpyl).

ADC Therapeutics' CD19-directed ADC ZYNLONTA received accelerated approval by the FDA and conditional approval from the European Commission for the treatment of relapsed or refractory diffuse large B-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents and in earlier lines of therapy.

Headquartered in Lausanne (Biopôle), Switzerland, with operations in New Jersey, ADC Therapeutics is focused on driving innovation in ADC development with specialized capabilities from clinical to manufacturing and commercialization.

ZYNLONTA® is a registered trademark of ADC Therapeutics SA.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "would", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "future", "continue", or "appear" or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to certain risks and uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences include, but are not limited to: the adequacy of the LOTIS-5 clinical trial data to support full regulatory approval and our ability to maintain accelerated approval in the United States and foreign jurisdictions for our product; our ability to identify and execute on potential regulatory and compendia pathways; the timing, content and outcome of meetings with and feedback or other communications provided by regulatory authorities including U.S. FDA including our ability to adequately address the serious concerns related to the LOTIS-5 trial results raised by the FDA at the recent pre-sBLA submission meeting; the timing, submission and outcome of an sBLA related to LOTIS-5 and potential approval; the actual and perceived benefit-risk profile for ZYNLONTA as studied in the LOTIS-5 trial; the assessment of the data from LOTIS-5 study, including additional analyses of outcomes observed for safety, efficacy and within key geographic regions and across certain patient sub-populations; the path for full regulatory approval for ZYNLONTA in the United States and foreign jurisdictions and into earlier lines of therapy; whether future LOTIS-7 results will be consistent with or different from the prior disclosure, the timing, results and publication of the full LOTIS-7 trial data and potential compendia inclusion; future regulatory strategy for a Phase 3 trial for the combination of ZYNLONTA plus glofitamab; our expected revenue growth in 2027 and the Company's ability to sustain or grow ZYNLONTA® revenue in the future; our ability to effect the proposed amendments to the HCR agreement and the loan agreement; our expected cash runway into at least 2028 which assumes use of the minimum liquidity amount required to be maintained under its loan agreement covenants; our ability to comply with the terms of our indebtedness; changes in our regulatory and commercial strategy; the ability of our partners to commercialize ZYNLONTA® in foreign markets, the timing and amount of future revenue and payments to us from such partnerships and their ability to obtain or maintain regulatory approval for ZYNLONTA® in foreign jurisdictions; the timing and results of the Company's clinical trials; the timing, publication and results of investigator-initiated trials including those studying FL and MZL and the potential regulatory and/or compendia strategy and the future opportunity; the timing and outcome of regulatory submissions for the Company's products or product candidates; actions by the FDA or foreign regulatory authorities; projected revenue and expenses; the Company's indebtedness, including HealthCare Royalty Management and Blue Owl and Oaktree facilities, and the restrictions imposed on the Company's activities by such indebtedness, the ability to comply with the terms of the various agreements and repay such indebtedness and the significant cash required to service such indebtedness; the Company's ability to obtain financial and other resources for its research, development, clinical, and commercial activities; uncertainties related to a potential change in domicile from Switzerland to Delaware, including the outcome of tax analyses associated with such redomiciliation, the receipt of requisite shareholder approval, and the ability to complete the redomiciliation on the anticipated terms and timeline, if at all; and the uncertainties of international trade policies, including tariffs, sanctions, trade barriers and most favored nation drug pricing and the potential impact they may have on our business, financial condition, and results of operations. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the "Risk Factors" section of the Company's Annual Report on Form 10-K and in the Company's other periodic and current reports and filings with the U.S. Securities and Exchange Commission. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking statements. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document.

The ZYNLONTA net sales and cash and cash equivalents figures included in this press release are preliminary and unaudited and reflect the Company's estimated financial results. In preparing this information, management made a number of complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. The Company's actual financial results for the quarter ended September 30, 2026 have not yet been finalized by management. The preliminary financial information is not a comprehensive statement of all financial results for the quarter ended September 30, 2026. Subsequent information or events may lead to material differences between the foregoing preliminary financial results and those reported in the Company's subsequent SEC filings. Accordingly, investors should not place undue reliance on these preliminary financial results.

CONTACTS:

Investors & Media
Nicole Riley
ADC Therapeutics
Nicole.Riley@adctherapeutics.com
+1 862-926-9040

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SOURCE ADC Therapeutics SA

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is ADC Therapeutics raising in its private placement, and when is closing expected?

ADC Therapeutics anticipates approximately $86.6 million in gross proceeds, assuming cash exercise of the pre-funded warrants, with closing expected October 22, 2026, subject to customary closing conditions. Estimated net cash proceeds are approximately $76.3 million after placement agent fees and estimated offering expenses.

What conditions must ADC Therapeutics meet for its financing amendments to take effect?

The loan amendment requires completion of the PIPE, while the HCR amendment requires PIPE completion by October 31, 2026, and effectiveness of the loan amendment. Amendments reducing the lender warrants' exercise price also depend on the loan amendment becoming effective.

What ownership limits apply to ADC Therapeutics' amended HCR warrants?

The amended HCR warrants prohibit exercise if the holder's beneficial ownership, including affiliates and specified attribution parties, would exceed 4.99% immediately after exercise. After 61 days following written notice, the holder may use another limit not exceeding 9.99%. Contractual transfer restrictions applying before January 1, 2028, are also removed.

When does ADC Therapeutics expect LOTIS-7 and MZL data presentations?

ADC Therapeutics expects LOTIS-7 and MZL data abstracts in early November, with presentations in December at the 68th American Society of Hematology Annual Meeting.

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