ADC Therapeutics: enters financing agreements and reports preliminary results

What happened

• ADC Therapeutics SA announced that on Oct 7, 2026 it entered into securities purchase agreements for a private placement totaling $86.6 million (assuming cash exercise of the pre-funded warrants), expected to close on Oct 22, 2026. The company also entered into a second amendment to its Loan Agreement and an amendment to its Healthcare Royalty Management (HCR) purchase and sale agreement on Oct 7, 2026. On Oct 8, 2026 the company issued a press release with preliminary, unaudited ZYNLONTA net product revenues for the quarter ended Sep 30, 2026 and preliminary cash and cash equivalents as of Sep 30, 2026.

Key details

• Private placement: sale of 12,911,347 common shares at $1.4200 per share and pre-funded warrants to purchase 48,088,653 common shares at $1.32400 per pre-funded warrant; pre-funded warrants exercisable for ten years; exercise price per share for pre-funded warrants is CHF 0.08; ownership cap on exercises is 9.99% (or up to 19.99% after 61 days following written notice).
• Loan agreement amendment: effectiveness conditioned on prepayment of $70.0 million of term loans, leaving $50.0 million principal outstanding if prepayment is made; amendment eliminates subsequent scheduled principal amortization, eliminates the minimum liquidity covenant, and sets a minimum trailing four-quarter U.S. ZYNLONTA sales covenant at $65.0 million for the quarter ending Dec 31, 2026 and each quarter thereafter; amendments to lender warrants (527,295 warrants) reduce exercise price from $8.30 to $1.00, effective upon the loan amendment.
• HCR amendment: HCR has provided $300 million to date; eliminates a change-of-control payment and permits a buyout of remaining royalty obligations for $525 million if on or before Dec 31, 2029, or $750 million if on or after Jan 1, 2030, less royalties previously paid; reduces permitted third-party indebtedness to $50.0 million and provides an uncured-breach remedy equal to 1.5 times a specified shortfall; amends HCR warrants (9,834,776 warrants) to reduce exercise price from $3.8130 to $0.10, adds a 4.99% ownership cap (or up to 9.99% after 61 days), and removes certain transfer restrictions before Jan 1, 2028; effectiveness conditioned on completion of the private placement by Oct 31, 2026 and effectiveness of the loan amendment.
• Preliminary results: the Oct 8, 2026 press release includes the company’s estimated ZYNLONTA net product revenues and cash and cash equivalents as of Sep 30, 2026; the filing states these figures are preliminary, unaudited and subject to change.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) covers the private placement and the related amendments to the loan agreement and HCR agreement described above. Item 2.02 (results of operations and financial condition) covers the company’s preliminary, unaudited ZYNLONTA net product revenues and cash and cash equivalents as of Sep 30, 2026. The filing states the private placement is exempt from registration under Section 4(a)(2) of the Securities Act and includes registration rights requiring a registration statement to be filed within 30 business days. The filing does not show why the insider traded or why the company acted.