Adc Therapeutics Sa SEC Filings

ADC Therapeutics (ADCT): Schedule 13G/A—Prosight Management and affiliated reporting persons disclosed beneficial ownership of 7,195,374 common shares, representing 5.8% of the class, with shared voting and dispositive power over those shares and no sole power. The event date is 09/30/2025. The percentage is based on 123,877,111 shares outstanding as of October 31, 2025.

Within the group, Prosight Fund holds 350,415 shares (0.3%) and Prosight Plus Fund holds 1,586,895 shares (1.3%). The filing certifies the securities were not acquired for the purpose of changing or influencing control of the issuer.

ADC Therapeutics SA filed a resale registration allowing selling shareholders to offer up to 14,696,253 common shares from time to time as described under “Plan of Distribution.” The company is not selling any shares under this prospectus and will not receive proceeds from sales by the selling shareholders.

The filing covers shares issued in an October 2025 private placement, specifically 10,850,100 common shares and 3,846,153 common shares issuable upon exercise of pre-funded warrants. If those pre-funded warrants are exercised in cash, the company may receive up to CHF 307,692, earmarked for working capital and general corporate purposes. ADC Therapeutics’ common shares trade on the NYSE under the symbol ADCT.

ADC Therapeutics (ADCT) filed its Q3 2025 10‑Q, reporting continued operating losses alongside completed and planned capital raises. Net revenue was $16.4 million for the quarter, down from $18.5 million a year ago, driven by $15.8 million in product revenue and $0.7 million in royalties. Net loss was $41.0 million, or $0.30 per share. Cash and cash equivalents were $234.7 million at September 30, 2025.

Operating expenses were $47.4 million, including $0.4 million in restructuring costs this quarter and $13.5 million year‑to‑date tied to a June 2025 plan that reduced headcount by about 30% and initiated the UK facility shutdown. Interest expense totaled $13.4 million for the quarter. The balance sheet shows a deferred royalty obligation of $340.2 million and senior secured term loans of $115.2 million, with shareholders’ equity at a deficit of $238.2 million.

The company closed a June 2025 private placement for gross proceeds of $100.0 million (net $93.1 million) by selling 13,031,161 common shares at $3.53 and pre‑funded warrants to purchase 15,734,267 shares at $3.43. A subsequent October 2025 private placement raised $60.0 million gross (net $57.6 million) via 11,250,000 shares at $4.00 and pre‑funded warrants to purchase 3,846,153 shares at $3.90. Earlier in 2025, $5.0 million in license revenue was recognized upon Health Canada’s conditional approval of ZYNLONTA.

ADC Therapeutics SA filed an 8‑K and furnished a press release announcing financial results for the quarter ended September 30, 2025.

The release is included as Exhibit 99.1 and, as stated under Item 2.02, the information is furnished and not deemed filed under the Exchange Act.

ADC Therapeutics SA (ADCT): Oaktree-affiliated entities filed an amended Schedule 13G reporting beneficial ownership of 4.14% of ADCT’s common shares. The filing lists 4,673,441 shares beneficially owned, comprising 4,409,794 common shares and 263,647 shares issuable upon exercise of warrants. The percentage is calculated based on 112,499,395 shares outstanding as of August 1, 2025, increased by the 263,647 warrant shares.

The Oaktree reporting persons disclose shared voting and dispositive power over 4,673,441 shares and certify the securities were not acquired to change or influence control. The Brookfield-related entities named in prior filings now report 0% beneficial ownership and state they are no longer acting together with the Oaktree reporting persons for this position.

ADC Therapeutics (ADCT): RedCo II Master Fund, L.P., affiliated with Redmile Group, reported the purchase of 3,846,153 pre-funded warrants in a private placement that closed on October 27, 2025. The filing shows a transaction code P (purchase).

The purchase price per pre-funded warrant was $3.90, reflecting the common share price minus the exercise price. The warrants carry an exercise price of CHF 0.08 per share (approximately $0.10 based on the October 12, 2025 exchange rate) and are exercisable any time after closing until the tenth anniversary, subject to a 9.99% beneficial ownership blocker. Each warrant is exercisable for one common share, for a total underlying 3,846,153 common shares.

The filing notes Redmile Group, LLC and Jeremy Green may be deemed beneficial owners through management of RedCo II, with beneficial ownership disclaimed except to the extent of pecuniary interest.

ADC Therapeutics SA entered into securities purchase agreements for a $60.0 million private placement of equity to institutional investors. The Company will sell 11,250,000 common shares at $4.00 per share and pre-funded warrants to purchase 3,846,153 common shares at $3.90 per warrant. Closing is expected on October 27, 2025, subject to customary conditions.

The Company agreed to file a registration statement within 30 business days to register the resale of the common shares and the common shares issuable upon exercise of the pre-funded warrants. The pre-funded warrants are exercisable until the tenth anniversary at an exercise price of CHF 0.08 per share, include a 9.99% beneficial ownership cap (which holders may increase to 19.99% after 61 days’ notice), and permit cashless exercise under specified conditions.