As filed with the Securities and Exchange Commission
on December 9, 2025.
Registration No. 333-291434
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
ADC THERAPEUTICS SA
(Exact name of Registrant as specified in its charter)
| Switzerland |
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Not Applicable |
| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
+41 21 653 02 00
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
ADC Therapeutics America, Inc.
430 Mountain Avenue, 4th Floor
New Providence, New Jersey 07974
(908) 731-5556
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Deanna L. Kirkpatrick
Yasin Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000 |
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Dieter Gericke
Daniel Häusermann
Homburger AG
Hardstrasse 201
CH-8005 Zurich, Switzerland
+41 43 222 10 00 |
Approximate date of commencement of proposed sale to the public: From
time to time after the effectiveness of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this
registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
EXPLANATORY NOTE
ADC Therapeutics SA is filing this Amendment No. 1 to its Registration
Statement on Form S-3 (333-291434) (“Amendment No. 1”) as an exhibit-only filing solely to file an updated auditor consent
as Exhibit 23.1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement.
This Amendment No. 1 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page,
the exhibit index and the exhibit being filed with this Amendment No. 1.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
We expect that our expenses in connection with this offering will be
as follows:
| Expenses | |
Amount |
| SEC registration fee | |
$ | 8,341.46 | |
| Printing expenses | |
| 3,000 | |
| Legal fees and expenses | |
| 30,000 | |
| Accounting fees and expenses | |
| 30,000 | |
| Miscellaneous costs | |
| — | |
| Total | |
$ | 71,341.46 | |
All amounts in the table are estimates except the SEC registration fee.
We will pay fees and expenses incurred by us incident to the registration of the securities. If any shares are sold, the selling shareholders
will pay any brokerage commissions and/or similar charges incurred for the sale of such shares.
Item 15. Indemnification of Directors and Officers
Under Swiss law, a corporation may indemnify its directors or officers
against losses and expenses (except for such losses and expenses arising from willful misconduct or negligence, although legal scholars
advocate that at least gross negligence be required), including attorney’s fees, judgments, fines and settlement amounts actually
and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of, or serving at
the request of, the corporation.
Subject to Swiss law, our articles of association provide for indemnification
of the existing and former members of our board of directors and our executive committee as well as their heirs, executors and administrators,
against liabilities arising in connection with the performance of their duties in such capacity, and our articles of association require
us to advance the expenses of defending any action, suit or proceeding to existing and former members of our board of directors and our
executive committee to the extent not included in insurance coverage or advanced by third parties.
In addition, under general principles of Swiss employment law, an employer
may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties
under the employment agreement with the company.
We have entered into indemnification agreements with each of the members
of our board of directors and executive officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that, in the opinion of the U.S. Securities and Exchange Commission (the “SEC”), such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 16. Exhibits
The following documents are filed as part of this registration statement:
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Incorporation by Reference |
| Exhibit No. |
Description |
Form |
File No. |
Exhibit No. |
Filing Date |
| 4.1 |
Articles of Association of ADC Therapeutics SA |
8-K |
001-39071 |
3.1 |
June 5, 2025 |
| 4.2 |
Letter Agreement, dated January 18, 2024, between ADC Therapeutics SA and Redmile LLC |
8-K |
001-39071 |
10.1 |
January 24, 2024 |
| 4.3 |
Form of Securities Purchase Agreement |
8-K |
001-39071 |
10.1 |
October 14, 2025 |
| 4.4 |
Form of Pre-Funded Warrant |
8-K |
001-39071 |
10.2 |
October 14, 2025 |
| 5.1* |
Opinion of Homburger AG, Swiss counsel of ADC Therapeutics SA |
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| 23.1 |
Consent of PricewaterhouseCoopers SA, independent registered public accounting firm |
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| 23.2* |
Consent of Homburger AG, Swiss counsel of ADC Therapeutics SA (included in Exhibit 5.1) |
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| 24.1* |
Powers of attorney |
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| 107* |
Filing fee table |
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* Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
| (a) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(1) to include any prospectus
required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus
any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective registration statement; and
(3) to include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1),
(a)(2) and (a)(3) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
| (b) | that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; |
| (c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; |
| (d) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(1) each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(2) each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; and
| (e) | that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: |
(1) any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2) any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(3) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(4) any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless, in the opinion of its counsel, the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the municipality of Epalinges, Switzerland on December 9, 2025.
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ADC THERAPEUTICS SA |
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By: |
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/s/ Ameet Mallik |
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Name: |
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Ameet Mallik |
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Title: |
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Chief Executive Officer |
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons on December 9, 2025 in the capacities indicated:
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| /s/ Ameet Mallik |
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Chief Executive Officer and Director
(principal executive officer) |
| Ameet Mallik |
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| /s/ Jose “Pepe” Carmona |
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Chief Financial Officer
(principal financial officer) |
| Jose “Pepe” Carmona |
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| /s/ Lisa Kallebo |
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Corporate Controller and Chief Accounting Officer
(principal accounting officer) |
| Lisa Kallebo |
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Chairman of the Board of Directors |
| Ron Squarer |
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Director |
| Robert Azelby |
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Director |
| Jean-Pierre Bizzari |
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Director |
| Timothy Coughlin |
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Director |
| Peter Hug |
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Director |
| Viviane Monges |
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Director |
| Tyrell J. Rivers |
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Director |
| Victor Sandor |
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| /s/ Jose “Pepe” Carmona |
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Authorized Representative in the United States |
| Jose “Pepe” Carmona |
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| ADC Therapeutics America, Inc. |
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* By: /s/ Ameet Mallik, Ameet Mallik, as attorney-in-fact
