ADC Therapeutics SA Files 8-K: Material Agreement & Financials

Ticker: ADCT · Form: 8-K · Filed: Oct 14, 2025 · CIK: 1771910

Adc Therapeutics SA 8-K Filing Summary
FieldDetail
CompanyAdc Therapeutics SA (ADCT)
Form Type8-K
Filed DateOct 14, 2025
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$60.0 million, $4.00, $3.90
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-condition, equity-securities

TL;DR

ADC Therapeutics dropped an 8-K detailing a new material agreement and financial updates. Watch this space.

AI Summary

ADC Therapeutics SA announced on October 12, 2025, that it has entered into a material definitive agreement. The company also reported on its results of operations and financial condition, and disclosed unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on ADC Therapeutics' financial health and strategic agreements, which could impact investor decisions and the company's future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial condition updates, which can carry inherent business and market risks.

Key Players & Entities

  • ADC Therapeutics SA (company) — Registrant
  • October 12, 2025 (date) — Date of Earliest Event Reported
  • Switzerland (location) — State of Incorporation

FAQ

What is the nature of the material definitive agreement entered into by ADC Therapeutics SA?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What specific information is disclosed regarding the results of operations and financial condition?

The filing states that results of operations and financial condition are reported, but the specific details are not included in the provided text.

What are the details of the unregistered sales of equity securities?

The filing mentions unregistered sales of equity securities, but the specifics of these sales are not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on October 12, 2025.

Where is ADC Therapeutics SA's principal executive office located?

ADC Therapeutics SA's principal executive office is located at Biopôle Route de la Corniche 3B, 1066 Epalinges, Switzerland.

Filing Stats: 1,663 words · 7 min read · ~6 pages · Grade level 12.6 · Accepted 2025-10-14 06:15:32

Key Financial Figures

  • $60.0 million — to certain institutional investors in a $60.0 million private placement. In the private place
  • $4.00 — y will sell 11,250,000 common shares at $4.00 per share and pre-funded warrants to pu
  • $3.90 — to purchase 3,846,153 common shares at $3.90 per pre-funded warrant, which is the pr

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 12, 2025, ADC Therapeutics SA (the "Company") entered into securities purchase agreements for the sale of its equity securities to certain institutional investors in a $60.0 million private placement. In the private placement, 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 pre-funded warrant, which is the price per common share in the private placement minus the exercise price per pre-funded warrant. The private placement is expected to close on October 27, 2025, subject to customary closing conditions. The purchase agreements provide certain registration rights, pursuant to which the Company has agreed to file a registration statement within 30 business days to register the resale of the common shares sold in the private placement and the common shares issuable upon exercise of the pre-funded warrants sold in the private placement. The private placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") under Section 4(a)(2) of the Securities Act in that the private placement is between an issuer and sophisticated investors not involving any public offering. The Company is relying on this exemption from registration based in part on representations made in the purchase agreements for the private placement, a form of which is attached to this Current Report on Form 8-K as Exhibit 10.1. The pre-funded warrants are exercisable at any time after their original issuance until the tenth anniversary of their original issuance. At any time during the last 90 days of the term, the holder may exchange the pre-funded warrant for, and the Company will issue, a new pre-funded warrant for the number of common shares then remaining under the pre-funded warrant. The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part (but no

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On October 13, 2025, the Company issued a press release and made available a corporate presentation that include the preliminary net product revenues from sales of ZYNLONTA for the quarter ended September 30, 2025 and the preliminary cash and cash equivalents as of September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the corporate presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein. The ZYNLONTA net product revenues and cash and cash equivalents figures are preliminary and unaudited and reflect the Company's estimated financial results. In preparing this information, management made a number of complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. The Company's actual financial results for the quarter ended September 30, 2025 have not yet been finalized by management or audited or reviewed by the Company's independent auditors. The preliminary financial information is not a comprehensive statement of all financial results for the quarter ended September 30, 2025. Subsequent information or events may lead to material differences between the foregoing preliminary financial results and those reported in the Company's subsequent SEC filings. Accordingly, investors should not place undue reliance on these preliminary financial results. The information contained in this Item 2.02, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of securities purchase agreement 10.2 Form of pre-funded warrant 99.1 Press release dated October 13, 2025 99.2 Corporate presentation dated October 13, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADC Therapeutics SA Date: October 14, 2025 By: /s/ Peter J. Graham Name: Peter J. Graham Title: Chief Legal Officer

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