aibioADC Therapeutics amends HCR royalty deal, issues warrants for 9,834,776 shares
Tickers ADCT
The February 18, 2026 amendment sets the change-of-control payment to HCR at $150 million or $200 million and revises a buyout option. HCR received warrants at $3.8130 per share.
Key facts
- Company
- ADC Therapeutics SA (NYSE: ADCT)
- News type
- Financings
- Primary source
- ADC Therapeutics SA Form 8-K filed February 23, 2026 (SEC EDGAR)
ADC Therapeutics SA (NYSE: ADCT) amended its royalty financing agreement with entities managed by HealthCare Royalty Management, LLC (HCR) on February 18, 2026 and issued HCR warrants to buy 9,834,776 common shares. The company reported both steps in a Form 8-K filed February 23, 2026.
What changed in the royalty agreement
The deal started as a Purchase and Sale Agreement dated August 25, 2021, between ADC Therapeutics and entities managed by HCR. In this kind of royalty financing, an investor pays a company up front and receives a share of future revenue. The 8-K says HCR has provided $300 million of funding to the company to date.
Under the original agreement, a change of control event would have obligated the company to pay HCR $750 million (or $675 million if HCR receives royalty payments exceeding a mid-nine-digit amount on or prior to March 31, 2029), less royalties previously paid to HCR.
Under the amended agreement, a change of control event obligates the company to pay HCR $150 million if it occurs on or before December 31, 2027, or $200 million if it occurs on or after January 1, 2028. That amount is not reduced by royalties previously paid to HCR.
The buyout option
After a change of control, the royalty obligations continue until the Royalty Cap defined in the original agreement. The company or its successor can end them early by paying HCR $525 million if the buyout occurs on or prior to December 31, 2029, or $750 million if it occurs on or after January 1, 2030. Those buyout amounts are reduced by royalties previously paid and by the change of control payment.
Amendment No. 1, filed as Exhibit 10.1, states the buyout as 1.75 times the Purchase Price if paid on or prior to December 31, 2029 and 2.50 times the Purchase Price if paid after that date, in each case less the amounts credited toward the Royalty Cap. The amendment also says the change of control payment is a non-refundable, one-time payment made on the closing of a change of control.
The warrants
As consideration for the amendment, ADC Therapeutics issued HCR warrants to purchase 9,834,776 common shares at an exercise price of $3.8130 per share, subject to customary adjustments. The warrants can be exercised at any time after issuance until December 31, 2030. Any exercise must be for at least 50,000 common shares, or the remaining shares available if fewer.
Holders may pay in cash or choose a fully or partially cashless exercise. The warrants and the shares they cover cannot be transferred on or before December 31, 2027. The one exception is for shares issued on exercise, which may be transferred in connection with certain sale or merger events described in the filing. The company has agreed to file a registration statement within 30 business days to register the resale of the underlying shares. The form of warrant, Exhibit 10.2, is dated February 18, 2026, and the 8-K says the warrants are governed by the laws of Switzerland.
The company issued the warrants without registering them under the Securities Act of 1933. It relies on Section 4(a)(2) of that act, which it says covers a transaction between an issuer and sophisticated investors not involving any public offering.
About the company
In its annual report on Form 10-K filed March 27, 2025, ADC Therapeutics describes itself as a commercial-stage global pioneer in antibody drug conjugates. Its flagship product, ZYNLONTA (loncastuximab tesirine), has FDA accelerated approval for relapsed or refractory diffuse large B-cell lymphoma after two or more lines of systemic therapy. The company also runs early-stage solid tumor programs, and says it is seeking strategic partnerships, collaborations or license arrangements to fund them.
Who signed
Chief Legal Officer Peter J. Graham signed the 8-K. Ameet Mallik, Chief Executive Officer, signed the amendment for ADC Therapeutics. Clarke B. Futch signed for the HCR entities, which include Healthcare Royalty Partners IV, L.P., HCRX Holdings, L.P., HCR Canary Fund, L.P. and HCR Molag Fund, L.P.