Adaptive Biotechnologies Corp 8-K

What Happened

• Adaptive Biotechnologies Corporation announced on June 22, 2026 that it issued $345 million aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “Notes”), which includes the initial purchasers’ full exercise (on June 17, 2026) of a $45 million option. The Notes were issued under an indenture with U.S. Bank Trust Company, N.A. as trustee and mature July 1, 2031.
• Net proceeds were approximately $334.5 million. The company used about $25.6 million to pay for capped call transactions, $25.0 million to repurchase 1,451,800 shares in privately negotiated transactions, and $156.9 million to repay and terminate its revenue interest purchase agreement with OrbiMed pursuant to a June 15, 2026 waiver and payoff.

Key Details

• Notes: $345.0M principal, 0% coupon, no accretion, senior unsecured; maturity July 1, 2031; conversions settled in cash, shares or a mix at the company’s election.
• Conversion terms: initial conversion rate 41.4800 shares per $1,000 principal (≈ $24.11 per share), ~40% premium to the $17.22 closing price on June 16, 2026; conversion restrictions relax April 1, 2031.
• Capped calls: privately negotiated capped call transactions with counterparties to reduce dilution; initial cap price $34.44 per share (100% premium to $17.22).
• OrbiMed payoff: $156.9M used to repurchase and terminate revenue interests under the OrbiMed Purchase Agreement (original purchaser payment net was $124.4M).

Why It Matters

• Capital and leverage: The offering provides ~ $334.5M in net proceeds, strengthening the company’s liquidity while adding a new senior unsecured convertible obligation. The Notes carry no regular interest but can convert into equity, potentially diluting shareholders if conversions occur.
• Dilution management: The conversion price is set at a significant premium to the recent market price, and capped call transactions (and a concurrent share repurchase) are intended to limit dilution and offset potential cash settlement exposure.
• Strategic flexibility: Repaying the OrbiMed revenue interest removes ongoing revenue-share obligations tied to past financing, giving the company greater control over future revenue and cash flow. Investors should note the conversion and redemption triggers, repurchase rights on a Fundamental Change, and typical default provisions in the indenture.