aibioAdaptive Biotechnologies prices upsized $300 million convertible notes
Tickers ADPT
Adaptive Biotechnologies priced $300 million of 0% convertible senior notes due 2031, upsized from $250 million. J. Wood Capital Advisors LLC, its financial advisor on the offering, agreed to purchase about $10 million of shares.
Key facts
- Company
- Adaptive Biotechnologies Corporation (NASDAQ: ADPT)
- News type
- Debt Financing
- Primary source
- Adaptive Biotechnologies Corporation 8-K (2026-06-22)
The notes
Adaptive Biotechnologies Corporation (Nasdaq: ADPT) priced an upsized private offering of $300 million of 0% convertible senior notes due 2031 on June 17, 2026, up from the previously announced $250 million. The notes were sold under Rule 144A to qualified institutional buyers and were scheduled to settle on June 22, 2026. The initial purchasers also have an option, exercisable for 13 days, to take up to an additional $45 million of notes.
The notes are senior, unsecured obligations. They bear no regular interest, and their principal will not accrete. They mature on July 1, 2031 unless they are repurchased, redeemed or converted earlier. Before April 1, 2031, holders may convert only when specified events occur. From that date they may convert at any time. The company chooses whether to settle conversions in cash, shares or a combination.
The initial conversion rate is 41.48 shares per $1,000 of principal, an initial conversion price of about $24.11 a share. The company says that is a premium of about 40.0% over the $17.22 last sale price on June 16, 2026. The company may redeem for cash from July 1, 2029, but only if the stock exceeds 130% of the conversion price for a set period.
Proceeds, repurchases and capped calls
The company estimates net proceeds of about $290.8 million, or about $334.5 million if the option is fully exercised. About $22.3 million will pay for capped call transactions. About $25.0 million will repurchase 1,451,800 common shares at the same time as the offering, through one of the initial purchasers or its affiliate. The remainder is to repay the OrbiMed Purchase Agreement, fund general corporate purposes and support initiatives in the minimal residual disease business. The release does not describe the OrbiMed agreement's terms.
The company says the concurrent share repurchases may have affected the initial terms of the notes, including the initial conversion price. The capped calls cover the same number of shares as the notes and start at a cap price of $34.44, a premium of 100% over the June 16 price. The company warns that above that cap, dilution would not be offset.
Who is named
J. Wood Capital Advisors LLC is the company's financial advisor on the offering and has agreed to purchase about $10 million of common shares 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 it names no legal counsel.
The company also says the option counterparties may trade the stock around pricing. It says that activity, along with the J. Wood purchase, could move the stock or the notes.
Revenue, losses and cash
Revenue was $277.0 million in 2025, up from $179.0 million in 2024, and the company says the minimal residual disease business drove most of the increase. 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. Cash used in operations fell to $46.0 million from $95.2 million.
The company's annual report, filed February 26, 2026, reports cash, cash equivalents and marketable securities of $227.2 million at December 31, 2025. It excludes $13.1 million of cash held by Digital Biotechnologies, Inc. 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 offering's $300 million of principal is larger than the $227.2 million of cash and marketable securities reported at year-end 2025. In its immune medicine business, the annual report says the company completed a preclinical data package for its TCR-depleting antibody program in ankylosing spondylitis and has since discontinued investment in it to prioritize data development and diagnostics.