aibioADC Therapeutics plans about 30% workforce cut, U.K. closure, $100 million private placement
Tickers ADCT
ADC Therapeutics approved a restructuring on June 11, 2025 that closes its U.K. research facility and cuts about 30% of its global workforce. The same day it agreed to a $100 million private placement priced at $3.53 per share.
Key facts
- Company
- ADC Therapeutics SA (NYSE: ADCT)
- News type
- Distress
- Primary source
- ADC Therapeutics SA Form 8-K filed June 12, 2025 (SEC EDGAR)
ADC Therapeutics SA (NYSE: ADCT) said on June 12, 2025 that its board had approved a restructuring that closes its U.K. research and development facility and reduces its global workforce by about 30%. In the same Form 8-K filed June 12, 2025, the company reported that on June 11 it entered into securities purchase agreements for a $100 million private placement, expected to close on June 16, 2025.
What the restructuring does
The board approved what the filing calls a strategic reprioritization and restructuring plan. The company says it will focus resources on expanding ZYNLONTA (loncastuximab tesirine-lpyl) and on a preclinical exatecan-based antibody drug conjugate, or ADC, aimed at prostate-specific membrane antigen, or PSMA. An ADC links an antibody to a drug payload. ADC Therapeutics will stop early development of its remaining preclinical solid tumor programs.
The company plans to shut its U.K. facility and cut workforce across functions by about 30%, a process it expects to be substantially complete by September 30, 2025. It estimates one-time pre-tax charges of about $6 million to $7 million for severance, benefits and termination costs, most of them in the second quarter of 2025. The filing warns that actual results may differ materially from those estimates and that further costs may arise. It gives no figure for the savings, and no ZYNLONTA sales figure that the plan depends on.
The private placement
The company will sell 13,031,161 common shares at $3.53 per share, which the filing says is the last reported sale price on the New York Stock Exchange on June 11, 2025. It will also sell pre-funded warrants to buy 15,734,267 common shares at $3.432 per warrant. That price is the share price less the warrant's exercise price. A pre-funded warrant is paid for almost entirely up front, so the holder pays only a small amount later for each share.
Under the purchase agreements, the company must file a resale registration statement within 30 business days. The sales rely on the Section 4(a)(2) exemption from registration, which covers sales to sophisticated investors that do not involve a public offering.
Warrant terms
The pre-funded warrants can be exercised from issuance until the tenth anniversary, at an exercise price of CHF 0.08 per share. Each exercise must cover at least 50,000 shares, unless fewer remain. A holder may not exercise if that would take it above 9.99% of the outstanding common shares, though it can raise the limit to as much as 19.99% on 61 days' written notice.
Cashless exercise is subject to limits. If the company lacks enough freely distributable equity and holds treasury shares above a set minimum, it need not deliver the full number of shares. In a sale or merger, holders are treated as having exercised just before closing if shareholders receive only cash or marketable securities. Otherwise the successor must assume the warrants. The warrants are governed by Swiss law.
Banks and advisers
The 8-K does not name the placement agents. The form of purchase agreement attached as Exhibit 10.1 defines the placement agents as Jefferies LLC, Guggenheim Securities, LLC, Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. The 8-K and Exhibit 10.1 name no counsel for the company or for the banks.
Who signed, and the company's base
Peter J. Graham, chief legal officer, signed the 8-K. ADC Therapeutics is a Swiss company with its principal executive offices in Epalinges, Switzerland, and its common shares trade on the New York Stock Exchange as ADCT.
What the filings leave out
The 8-K does not give ADC Therapeutics' cash balance, net loss or ZYNLONTA sales, so it does not show the size of the gap the $100 million is meant to close. The annual report filed March 27, 2025 describes the company as commercial-stage in antibody drug conjugates, and its cover lists 99,083,838 common shares outstanding as of March 17, 2025 and a market value of about $173.4 million for shares held by non-affiliates. The placement covers 13,031,161 new shares and pre-funded warrants for 15,734,267 more, so it adds a large block of shares next to that count.