Adaptive Biotechnologies Corporation Announces Proposed Convertible Senior Notes Offering
Rhea-AI Summary
Adaptive Biotechnologies (Nasdaq: ADPT) plans a private offering of $250 million convertible senior notes due 2031, with an option for an additional $37.5 million, to qualified institutional buyers under Rule 144A.
According to Adaptive Biotechnologies, net proceeds will fund capped call transactions, repay the OrbiMed Purchase Agreement, support up to $25 million in share repurchases, and be used for general corporate purposes and MRD business initiatives.
Positive
- Proposed $250 million convertible notes plus $37.5 million option provide new capital access
- Up to $25 million common stock repurchase may reduce potential dilution
- Capped call transactions intended to limit dilution and excess cash payments on conversion
- Proceeds earmarked to repay OrbiMed Purchase Agreement, potentially improving financial flexibility
Negative
- New convertible senior notes add $250 million+ of debt obligations through 2031
- Future note conversions could dilute existing shareholders if settled in stock
- Dilution and cash offset protection limited above the capped call transaction cap price
- Notes and conversion shares unregistered, restricting resale to exempt transactions
News Market Reaction – ADPT
In the Jun 16 session, ADPT declined 1.37%, reflecting a mild negative market reaction. Argus tracked a trough of -19.2% from its starting point during tracking. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 29 | Clinical data updates | Positive | -0.3% | New clonoSEQ MRD data featured in 33 ASCO and EHA 2026 presentations. |
| May 21 | Investor conferences | Neutral | +0.1% | Participation in upcoming investor conferences and webcasted presentation. |
| May 05 | Q1 2026 earnings | Positive | +4.7% | Strong MRD‑driven Q1 revenue, higher clonoSEQ volumes and raised MRD guidance. |
| Apr 15 | Earnings date notice | Neutral | -3.1% | Announcement of timing and webcast details for Q1 2026 results. |
| Feb 05 | Q4/FY 2025 earnings | Positive | -4.3% | Q4 and full‑year 2025 revenue up 55% YoY, MRD business EBITDA positive. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Positive MRD and earnings news has not consistently produced sustained price strength; one strong Q1 2026 print saw upside, but other positive updates were followed by flat or negative moves.
Recent updates highlight Adaptive’s MRD‑driven growth, with Q1 2026 revenue of $70.9M and MRD revenue of $67.1M, plus raised MRD guidance to $260–$270M. Earlier, Q4 2025 revenue reached $71.7M and full‑year 2025 revenue $277.0M, up 55% year over year. Despite this, several positive clinical and earnings‑related announcements around MRD and clonoSEQ were followed by mixed to negative share reactions. Today’s convertible notes offering adds a capital‑structure action to this fundamentally growth‑oriented backdrop.
Key Terms
convertible senior notes financial
rule 144a regulatory
capped call transactions financial
fundamental change regulatory
qualified institutional buyers financial
senior, unsecured obligations financial
registration requirements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Proceeds expected to be deployed to repay the OrbiMed Purchase Agreement to enhance financial flexibility
- Additional proceeds used to pay for the capped call with a premium of at least
75% and to repurchase up to$25 million of common stock to reduce potential dilution - Remaining capital to be used for general corporate purposes and opportunistic initiatives in the MRD business
SEATTLE, June 15, 2026 (GLOBE NEWSWIRE) -- Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT) today announced its intention to offer, subject to market and other conditions,
The notes will be senior, unsecured obligations of Adaptive Biotechnologies, will accrue interest payable semi-annually in arrears and will mature on July 1, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Adaptive Biotechnologies will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Adaptive Biotechnologies’s election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Adaptive Biotechnologies’s option at any time, and from time to time, on or after July 1, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Adaptive Biotechnologies’s common stock exceeds
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Adaptive Biotechnologies to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Adaptive Biotechnologies intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. Adaptive Biotechnologies expects to use up to
In connection with the pricing of the notes, Adaptive Biotechnologies has been advised that J. Wood Capital Advisors LLC (“JWCA”), Adaptive Biotechnologies’s financial advisor with respect to the offering, intends to purchase up to
In connection with the pricing of the notes, Adaptive Biotechnologies expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates or one or more other financial institutions (the “option counterparties”). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Adaptive Biotechnologies’s common stock that will initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, then Adaptive Biotechnologies expects to enter into additional capped call transactions with the option counterparties.
The capped call transactions are expected generally to reduce the potential dilution to Adaptive Biotechnologies’s common stock upon any conversion of the notes and/or offset any potential cash payments Adaptive Biotechnologies is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per share of Adaptive Biotechnologies’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Adaptive Biotechnologies’s common stock and/or purchase shares of Adaptive Biotechnologies’s common stock concurrently with or shortly after the pricing of the notes. This activity, as well as the JWCA Purchase, could increase (or reduce the size of any decrease in) the market price of Adaptive Biotechnologies’s common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Adaptive Biotechnologies’s common stock and/or purchasing or selling Adaptive Biotechnologies’s common stock or other securities of Adaptive Biotechnologies in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of notes or following any repurchase of notes by Adaptive Biotechnologies in connection with any fundamental change and (y) may do so following any repurchase of notes by Adaptive Biotechnologies other than in connection with any fundamental change). This activity, as well as the JWCA Purchase, could also cause or avoid an increase or decrease in the market price of Adaptive Biotechnologies’s common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Adaptive Biotechnologies
Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed. We apply our platform to partner with biopharmaceutical companies, inform drug development, and develop clinical diagnostics across our two business segments: Minimal Residual Disease (MRD) and Immune Medicine. Our commercial products and clinical pipeline enable the diagnosis, monitoring, and treatment of diseases such as cancer and autoimmune disorders. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above. Forward-looking statements represent Adaptive Biotechnologies’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Adaptive Biotechnologies’s common stock and risks relating to Adaptive Biotechnologies’s business, including those described in periodic reports that Adaptive Biotechnologies files from time to time with the SEC. Adaptive Biotechnologies may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Adaptive Biotechnologies does not undertake to update the statements included in this press release for subsequent developments, except as required by law.
Contact Information
Karina Calzadilla, Vice President, Investor Relations and FP&A
201-396-1687
investors@adaptivebiotech.com
Erica Jones, Associate Corporate Communications Director
206-279-2423
media@adaptivebiotech.com
