ADC Therapeutics SA has entered into securities purchase agreements for a private investment in public equity (PIPE) financing. The transaction is expected to raise approximately $86.6 million, assuming the cash exercise of pre-funded warrants, and is scheduled to close on October 22, 2026, subject to customary closing conditions. Under the agreement, the company will sell 12,911,347 common shares at a price of $1.4200 per share. Additionally, the company will issue pre-funded warrants to purchase 48,088,653 common shares at a price of $1.32400 per warrant. The PIPE is being led by placement agents Jefferies, Guggenheim Securities, and Cantor, and involves participation from new investors Bain Capital Life Sciences and existing investors Redmile, TCGX, and Nantahala Capital.
In connection with the financing, ADC Therapeutics has amended its Loan Agreement and Guaranty dated August 15, 2022. The amendment requires the prepayment of $70.0 million in principal on term loans, which will reduce the outstanding loan balance to $50.0 million. The amended loan eliminates subsequent scheduled principal amortization, removes the minimum liquidity covenant, and establishes a minimum trailing four-quarter U.S. ZYNLONTA sales covenant of $65.0 million for the quarter ending December 31, 2026, and each quarter thereafter. The amendment also reduces the exercise price of warrants issued in connection with the original loan from $8.30 per share to $1.00 per share.
Separately, the company has amended its Purchase and Sale Agreement with entities managed by HealthCare Royalty Management, LLC (HCR). The amendment eliminates a $150 million payment required solely upon a change of control and reduces the aggregate outstanding principal amount of third-party indebtedness the company and its subsidiaries may incur to $50.0 million. The amendment also amends warrants issued in connection with the previous HCR agreement, reducing the exercise price from $3.8130 per share to $0.10 per share. The effectiveness of these amendments is conditioned upon the completion of the PIPE by October 31, 2026.
ADC Therapeutics reported preliminary net product revenues from sales of ZYNLONTA of approximately $21.0 million for the third quarter ended September 30, 2026, with cash and cash equivalents totaling $189.2 million as of that date. The company stated it intends to use the net proceeds from the PIPE to fund continued studies of ZYNLONTA, including Phase 3 trials in diffuse large B-cell lymphoma and marginal zone lymphoma, as well as for working capital and general corporate purposes.
