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# ADC Therapeutics Plans $86.6 Million Share Sale, Cuts Loan To $50.0 Million, Drops $150 Million Change-Of-Control Payment
- URL: https://www.bullished.co/adc-therapeutics-plans-86-6-million-share-sale-cuts-loan-to-50-0-million-drops-150-million-6a85af48/
- Published: 2026-10-13T10:36:41.000Z
- Updated: 2026-10-28T22:29:12.000Z
- Description: The company says the package extends its expected cash runway into 2029, and it gave preliminary third-quarter ZYNLONTA revenue of about $21.0 million.
- Author: Matteo Parrino
- Tags: Earnings, ADCT, Industry: Healthcare

ADC Therapeutics agreed to sell shares and pre-funded warrants in an [$86.6 million private placement](https://www.prnewswire.com/news-releases/adc-therapeutics-announces-comprehensive-strategic-financial-restructuring-marking-key-capital-structure-improvements-302902376.html?ref=bullished.co), assuming cash exercise of the warrants, according to an [8-K](https://www.bullished.co/learn/8-k-items-explained/) filed Tuesday. The same filing amends its senior loan and its royalty financing with HealthCare Royalty, including removal of a $150 million payment triggered solely by a change of control.

## The private placement

ADC will sell 12,911,347 common shares at $1.4200 each, plus pre-funded warrants for 48,088,653 shares at $1.32400 each. A pre-funded warrant is a warrant whose price is nearly paid up front; the holder pays a CHF 0.08 exercise price later. The investors include new investor Bain Capital Life Sciences and existing holders Redmile, TCGX and Nantahala Capital, the [company's press release](https://www.prnewswire.com/news-releases/adc-therapeutics-announces-comprehensive-strategic-financial-restructuring-marking-key-capital-structure-improvements-302902376.html?ref=bullished.co) said.

The company says it intends to use net proceeds for its ZYNLONTA pipeline studies, balance-sheet strengthening, working capital and general corporate purposes. Closing is expected October 22, 2026.

The stock closed at $1.86 at Monday's close, against the $1.42 placement price.

## The loan and royalty changes

Under a second amendment with lenders led by Blue Owl Opportunistic Lending Master Fund I, the company is to prepay $70.0 million of term-loan principal, leaving $50.0 million. The amendment takes effect only if that prepayment is made, and it is conditioned on the placement closing. It ends scheduled amortization, drops the minimum liquidity covenant and sets a floor of $65.0 million on trailing four-quarter U.S. ZYNLONTA sales, tested from the quarter ending December 31, 2026\. The release says the remaining principal is due in August 2029.

HealthCare Royalty, which has provided $300 million of funding, agreed to drop the $150 million change-of-control payment. The company may instead buy out the remaining royalty obligations for $525 million on or before December 31, 2029, or $750 million on or after January 1, 2030, less royalties already paid.

The amendment also cuts the exercise price on HCR's 9,834,776 warrants from $3.8130 to $0.10, and limits the company's other third-party debt to $50.0 million. It requires best efforts, subject to shareholder approval, to become a Delaware corporation. Lender warrants on 527,295 shares fall to $1.00 from $8.30.

The royalty amendment depends on the placement closing by October 31, 2026.

## Preliminary third-quarter numbers

The company estimates third-quarter ZYNLONTA net product revenue of about $21.0 million and cash of $189.2 million at September 30\. Both are preliminary and unaudited. Pro forma for estimated net placement proceeds of about $76.3 million and a $69.6 million prepayment including fees, cash would have been about $196 million.

CEO Ameet Mallik said the changes reflect "confidence in ZYNLONTA's growth potential."

## What to watch

Mallik pointed to LOTIS-7 and marginal zone lymphoma data abstracts in early November, with presentations in December at the American Society of Hematology annual meeting.

The placement is due to close October 22, and the royalty amendment lapses unless it closes by October 31.

Learn

- [Item 2.02: results of operations →](https://www.bullished.co/learn/8-k-items-explained/#item-202-results-of-operations)  
From 8-K Items Explained: What Every Item Code From 1.01 To 9.01 Tells You, With Examples

### Sources

- [8-K Filing — ADC Therapeutics SA (ADCT)](https://www.sec.gov/Archives/edgar/data/0001771910/000095010326015465/dp254756%5F8k.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit dp254756\_ex9901.htm — ADC Therapeutics SA 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001771910/000095010326015465/dp254756%5Fex9901.htm?ref=bullished.co) — SEC EDGAR
- [ADC Therapeutics Announces Comprehensive Strategic Financial Restructuring Marking Key Capital Structure Improvements](https://www.prnewswire.com/news-releases/adc-therapeutics-announces-comprehensive-strategic-financial-restructuring-marking-key-capital-structure-improvements-302902376.html?ref=bullished.co) — prnewswire.com