aibioAdaptive Biotechnologies plans $250 million of convertible notes
Tickers ADPT
Adaptive Biotechnologies plans a $250 million offering of convertible senior notes due 2031 and expects to use up to $25 million of the proceeds to repurchase common stock. The interest rate and conversion terms will be set only at pricing.
Key facts
- Company
- Adaptive Biotechnologies Corporation (NASDAQ: ADPT)
- News type
- Debt Financing
- Primary source
- SEC Form 8-K
The proposed offering
Adaptive Biotechnologies Corporation (Nasdaq: ADPT) announced on June 15, 2026 its intention to offer $250 million aggregate principal amount of convertible senior notes due 2031. The offering is a private sale to qualified institutional buyers under Rule 144A. The company also expects to grant the initial purchasers an option to purchase up to an additional $37.5 million of notes, exercisable within 13 days of the first issue date.
The notes will be senior and unsecured, and they will accrue interest payable semi-annually. The interest rate, initial conversion rate and other terms will be determined at pricing. The notes mature on July 1, 2031 unless they are repurchased, redeemed or converted earlier. Noteholders may convert in certain circumstances and during specified periods, and the company chooses whether to settle conversions in cash, shares or a combination.
Redemption and the fundamental change
The company may redeem the notes for cash on or after July 1, 2029, but only if its share price exceeds 130% of the conversion price for a specified period. The notes are also redeemable in full if less than 15% of the original principal remains outstanding. If a fundamental change occurs, noteholders may require the company to repurchase their notes for cash, subject to a limited exception.
Use of proceeds and the capped calls
The company intends to use part of the net proceeds to fund capped call transactions. It also expects to use up to $25 million to repurchase shares at the time of pricing, through one of the initial purchasers or its affiliate. The remainder would repay the OrbiMed Purchase Agreement, fund general corporate purposes and support opportunistic initiatives in the minimal residual disease business. The release does not describe the terms of the OrbiMed agreement.
The release says the capped calls carry a premium of at least 75% and are expected to cover the same number of shares as the notes. It warns that above the cap price, dilution would not be offset. The release also says the concurrent share repurchases may lift the stock price and so produce a higher initial conversion price for the notes. The option counterparties may trade the stock around pricing, which, with the advisor's purchase, could move the stock or the notes.
Who is named
J. Wood Capital Advisors LLC is the company's financial advisor on the offering. It intends to purchase up to $10 million of common stock concurrently with the offering, in privately negotiated transactions with institutional investors, through one of the initial purchasers or its affiliate. The release does not name the initial purchasers or the option counterparties to the capped calls. The release names no placement agent and no legal counsel.
Revenue, losses and cash
The annual report, filed February 26, 2026, shows revenue of $277.0 million in 2025, up from $179.0 million in 2024. The company says the MRD business drove most of the increase, growing $66.8 million. Research and development expense fell to $93.8 million from $103.0 million. The net loss narrowed to $59.5 million from $159.5 million, and cash used in operations fell to $46.0 million from $95.2 million.
Cash, cash equivalents and marketable securities were $227.2 million at December 31, 2025. That total excludes $13.1 million of cash held by Digital Biotechnologies, Inc. The $250 million principal in the offering is larger than the total. At the end of 2024 the company held $47.9 million in cash and cash equivalents and $174.4 million in short-term investments. The release does not say how much of the proceeds will go to the OrbiMed repayment as opposed to the other uses.
The immune medicine business
The company describes a second business, immune medicine, and says it has identified autoreactive T cell receptors in multiple sclerosis and type 1 diabetes. It also says it completed a preclinical data package for a TCR-depleting antibody program in ankylosing spondylitis and has since discontinued investment in that program to prioritize data development and diagnostics. The annual report passage cited here gives no clinical outcome data for any immune medicine program.