LAUSANNE, Switzerland, June 12, 2025 /PRNewswire/ -- ADC Therapeutics SA (NYSE:ADCT), a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), today announced that it has entered into securities purchase agreements for the sale of its equity securities to certain institutional investors in a $100.0 million private investment in public equity ("PIPE") financing. In the PIPE, ADC Therapeutics is selling 13.0 million common shares at $3.53 per share and pre-funded warrants to purchase 15.7 million common shares at $3.43, per pre-funded warrant, which is the price per common share in the PIPE minus the exercise price of CHF 0.08 per pre-funded warrant.

Gross proceeds from the PIPE financing are anticipated to be approximately $100.0 million before deducting placement agent fees and offering expenses. The PIPE is expected to close on June 16, 2025, subject to customary closing conditions. ADC Therapeutics intends to use the net proceeds from the PIPE to fund multiple catalysts primarily in support of ZYNLONTA^® clinical development as well as ZYNLONTA commercialization activities, working capital and general corporate purposes.

Beyond ZYNLONTA, the Company will advance its preclinical exatecan-based ADC targeting prostate-specific membrane antigen (PSMA) and will discontinue early development efforts for the remaining preclinical programs in solid tumors. As research and development efforts and related programs are closed out, the Company plans to shut down its UK facility and reduce the global workforce across functions by approximately 30%, which is expected to be substantially completed by September 30, 2025. The Company estimates that it will incur one-time cash restructuring charges of between $6 and 7 million for employee severance, benefits and related termination costs, the majority of which will be recognized in the second quarter of 2025.

These events together are expected to position the Company for long-term growth with significantly reduced operating expenses and an expected cash runway extending into 2028. The anticipated catalysts within the cash runway are:

LOTIS-7

Fuller, more mature data in the dose expansion arm of LOTIS-7 Phase 1b trial of ZYNLONTA plus glofitamab in patients with relapsed/refractory (r/r) diffuse large B-cell lymphoma (DLBCL) expected in second half of 2025
Expanding enrollment to 100 patients at recommended dose, with full enrollment expected in first half of 2026
Potential publication and compendia inclusion in first half of 2027

LOTIS-5

Expect to reach pre-specified number of progression-free survival (PFS) events by end of 2025
Topline results from the LOTIS-5 Phase 3 confirmatory trial evaluating ZYNLONTA in combination with rituximab in patients with r/r DLBCL anticipated in late 2025 or first half of 2026
Potential biologics license application submission to regulatory authorities in first half of 2026 with potential confirmatory approval in 2L+ DLBCL and publication and compendia inclusion in first half of 2027

Indolent Lymphomas

Potential r/r marginal zone lymphoma publication and compendia inclusion in first half of 2027

PSMA-targeting ADC

Expect to complete IND-enabling activities by end of 2025

The offer and sale of the foregoing securities are made in a transaction not involving a public offering, and the foregoing securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws, and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act. The securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. ADC Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares to be sold the PIPE and the common shares issuable upon exercise of the pre-funded warrants to be sold in the PIPE.

The PIPE was led by Redmile Group and includes participation from other institutional investors. Jefferies, Guggenheim Securities, Cantor and RBC Capital Markets are acting as placement agents for the PIPE. Davis Polk & Wardwell LLP and Homburger AG are acting as legal advisors to ADC Therapeutics.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About ZYNLONTA^®

ZYNLONTA^® is a CD19-directed antibody drug conjugate (ADC). Once bound to a CD19-expressing cell, ZYNLONTA is internalized by the cell, where enzymes release a pyrrolobenzodiazepine (PBD) payload. The potent payload binds to DNA minor groove with little distortion, remaining less visible to DNA repair mechanisms. This ultimately results in cell cycle arrest and tumor cell death.

The U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) have approved ZYNLONTA (loncastuximab tesirine-lpyl) for the treatment of adult patients with relapsed or refractory (r/r) large B-cell lymphoma after two or more lines of systemic therapy, including diffuse large B-cell lymphoma (DLBCL) not otherwise specified (NOS), DLBCL arising from low-grade lymphoma and also high-grade B-cell lymphoma. The trial included a broad spectrum of heavily pre-treated patients (median three prior lines of therapy) with difficult-to-treat disease, including patients who did not respond to first-line therapy, patients refractory to all prior lines of therapy, patients with double/triple hit genetics and patients who had stem cell transplant and CAR-T therapy prior to their treatment with ZYNLONTA. This indication is approved by the FDA under accelerated approval and in the European Union under conditional approval based on overall response rate and continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

ZYNLONTA is also being evaluated as a therapeutic option in combination studies in other B-cell malignancies and earlier lines of therapy.

About ADC Therapeutics

ADC Therapeutics (NYSE:ADCT) is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs). The Company is advancing its proprietary ADC technology to transform the treatment paradigm for patients with hematologic malignancies and solid tumors.

ADC Therapeutics' CD19-directed ADC ZYNLONTA (loncastuximab tesirine-lpyl) received accelerated approval by the FDA and conditional approval from the European Commission for the treatment of relapsed or refractory diffuse large B-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents and in earlier lines of therapy. In addition to ZYNLONTA, ADC Therapeutics has multiple ADCs in ongoing clinical and preclinical development.

ADC Therapeutics is based in Lausanne (Biopôle), Switzerland, and has operations in London and New Jersey.

ZYNLONTA^® is a registered trademark of ADC Therapeutics SA.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated proceeds to be received in the PIPE, the Company's expected use of proceeds, the expected timing of the closing of the PIPE, the Company's plans to advance its preclinical exatecan-based ADC targeting PSMA and to discontinue early development efforts for its remaining preclinical programs in solid tumors, expectations regarding the Company's restructuring plan, including estimated costs associated with the restructuring plans, the timing of recognition of such charges and reduced operating expenses in connection with the restructuring plan, the Company's long-term growth potential, the Company's expected cash runway into 2028, the Company's research, development and regulatory plans, including the timing and results of clinical trials and the timing and outcome of regulatory submissions, and the Company's potential publication and compendia strategy. In some cases you can identify forward-looking statements by terminology such as "may", "will", "should", "would", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "future", "continue", or "appear" or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to certain risks and uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences include, but are not limited to: the success of the Company's strategic restructuring plan; changes in estimated costs associated with the restructuring plan including the workforce reduction and planned closure of the UK facility; the expected cash runway into 2028 which assumes use of minimum liquidity amount required to be maintained under its loan agreement covenants; whether future LOTIS-7 clinical trial results will be consistent with or different from the LOTIS-7 data presented at EHA and ICML and future compendia and regulatory strategy and opportunity; the timing of the PFS events for LOTIS-5 and the results of the trial and full FDA approval; the Company's ability to grow ZYNLONTA^® revenue in the United States and potential peak revenue; the ability of our partners to commercialize ZYNLONTA^® in foreign markets, the timing and amount of future revenue and payments to us from such partnerships and their ability to obtain regulatory approval for ZYNLONTA^® in foreign jurisdictions; the timing and results of the Company's or its partners' research and development projects or clinical trials including LOTIS 5 and 7, as well as early pre-clinical research for our exatecan-based ADC targeting PSMA; the timing and results of investigator-initiated trials including those studying FL and MZL and the potential regulatory and/or compendia strategy and the future opportunity; the timing and outcome of regulatory submissions for the Company's products or product candidates; actions by the FDA or foreign regulatory authorities; projected revenue and expenses; the Company's indebtedness, including Healthcare Royalty Management and Blue Owl and Oaktree facilities, and the restrictions imposed on the Company's activities by such indebtedness, the ability to comply with the terms of the various agreements and repay such indebtedness and the significant cash required to service such indebtedness; and the Company's ability to obtain financial and other resources for its research, development, clinical, and commercial activities. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the "Risk Factors" section of the Company's Annual Report on Form 10-K and in the Company's other periodic and current reports and filings with the U.S. Securities and Exchange Commission. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking statements. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document.

CONTACTS:

Investors

Marcy Graham

ADC Therapeutics

Marcy.Graham@adctherapeutics.com

+1 650-667-6450

Media

Nicole Riley

ADC Therapeutics

Nicole.Riley@adctherapeutics.com

+1 862-926-9040

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SOURCE ADC Therapeutics SA