aibioADC Therapeutics agrees to $86.6 million PIPE and plans loan cut to $50.0 million
Tickers ADCT
ADC Therapeutics agreed to an $86.6 million private placement and to cut its senior loan to $50.0 million, and its royalty holder gave up a $150 million change-of-control payment. The changes depend on the placement closing, and expected cash at September 30, 2026 was $189.2 million, against $219.1 million at June 30.
Key facts
- Company
- ADC Therapeutics SA (NYSE: ADCT)
- News type
- Debt Financing
- Primary source
- ADC Therapeutics SA 8-K (2026-10-13)
The private placement
ADC Therapeutics SA (NYSE: ADCT) said on October 8, 2026 that it had agreed to an $86.6 million private investment in public equity, or PIPE. The company is selling 12.9 million common shares at $1.42 each, and pre-funded warrants on 48.1 million shares at $1.32 each. Gross proceeds, assuming cash exercise of the pre-funded warrants, are about $86.6 million before fees. The 8-K puts net proceeds at about $76.3 million after placement agent fees and expenses. Closing was expected on October 22, 2026.
Bain Capital Life Sciences is a new investor. Redmile, TCGX and Nantahala Capital are existing investors. Jefferies, Guggenheim Securities and Cantor are placement agents. Davis Polk & Wardwell LLP and Homburger AG are the company's legal advisers. The company has agreed to register the resale of the shares.
The company says the net proceeds will fund ZYNLONTA studies, including Phase 3 trials of ZYNLONTA with glofitamab in diffuse large B-cell lymphoma and of ZYNLONTA alone in marginal zone lymphoma. The rest will strengthen the balance sheet and fund working capital.
The royalty holder
On October 7, 2026, the company amended its 2021 royalty purchase agreement with HealthCare Royalty, under which HCR has provided $300 million to date. The amendment removes a $150 million payment that was due only on a change of control. It also caps the company's third-party debt at $50.0 million. An uncured breach of that cap lets HCR elect a payment of 1.5 times the gap between the $300 million purchase price and the royalties and credits it has received.
The amendment also requires the company, subject to shareholder approval, to use its best efforts to become a Delaware corporation.
HCR's warrants on 9,834,776 common shares, issued February 18, 2026, have their exercise price cut from $3.8130 to $0.10. The holder cannot exercise if that would take its stake above 4.99%, or up to 9.99% on 61 days' notice. Transfer limits on the warrants and their shares lapse before January 1, 2028.
The loan
On October 7, 2026, the company amended its August 15, 2022 loan agreement with lenders led by Blue Owl Opportunistic Lending Master Fund I, L.P., which acts as administrative and collateral agent. Term loans of $70.0 million will be prepaid, which leaves $50.0 million outstanding, with the remainder due in August 2029. Scheduled amortization and the minimum liquidity covenant are removed.
A new covenant requires trailing four-quarter U.S. ZYNLONTA sales of at least $65.0 million, tested from the quarter ending December 31, 2026. Lender warrants on 527,295 shares have their exercise price cut from $8.30 to $1.00, or to the PIPE price if that is lower. Both loan changes take effect only if the placement closes.
The cash figures
The company expects third-quarter ZYNLONTA net product revenue of about $21.0 million, and cash of $189.2 million at September 30, 2026. Its 10-Q put cash at $219.1 million at June 30, 2026. On a pro forma basis, with net proceeds of about $76.3 million and a $69.6 million loan prepayment including fees, the company says cash would be approximately $196 million.
The company's 2025 annual figures show revenue of $81.4 million, up from $70.8 million in 2024. The net loss narrowed to $142.6 million from $157.8 million. Cash used in operations rose to $141.2 million from $123.8 million. The 10-K attributes that increase to a $14.4 million discarded-drug rebate paid in 2025, a $5.7 million decrease in partner collections, $4.6 million in restructuring severance, and a $4.0 million bonus and retention increase.
The company also raised $100.0 million privately in June 2025 and $60.0 million in October 2025.
What comes next
The placement was expected to close on October 22, 2026, and the royalty amendment depends on that closing by October 31, 2026. Data abstracts for the LOTIS-7 and MZL trials are expected in early November, with presentations at the American Society of Hematology meeting in December. The sales covenant starts with the quarter ending December 31, 2026.
The release gives no share count before the deal, so the dilution from the new shares and pre-funded warrants cannot be measured from it, and it does not name counsel to the placement agents.