adc-20250331

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2025
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39071

ADC Therapeutics SA
(Exact name of registrant as specified in its charter)


Switzerland			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Biopôle Route de la Corniche 3B 1066 Epalinges Switzerland (Address of principal executive offices) (Zip code)			+41 21 653 02 00 (Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Shares, par value CHF 0.08 per share

ADCT

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding was 99,178,286 as of May 1, 2025.

Table of Contents


PART I: FINANCIAL INFORMATION			1
Condensed Consolidated Balance Sheets (Unaudited) - M arch 31 , 202 5 and December 31, 2 024			1
Condensed Consolidated Statements of Operations (Unaudited) - Three months ended March 31 , 202 5 and 202 4			2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - Three months ended March 3 1 , 202 5 and 202 4			3
Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Unaudited) - Three m onths ended March 31 , 202 5 and 20 24			4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended March 3 1 , 202 5 and 202 4			5
Notes to the Condensed Consolidated Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26
PART II: OTHER INFORMATION			26
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3. Defaults Upon Senior Securities			26
Item 4. Mine Safety Disclosures			26
Item 5. Other Information			27
Item 6. Exhibits			27
Signatures			28

Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to “ADC Therapeutics,” “ADCT,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to ADC Therapeutics SA and its consolidated subsidiaries.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future catalysts, results of operations and financial position, business and commercial strategy, market opportunities, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, research and development costs, projected revenues and expenses and the timing of revenues and expenses, timing and likelihood of success, as well as plans and objectives of management for future operations are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “will” and “potential,” among others.

Forward-looking statements are based on our management’s beliefs and assumptions and on information available to our management at the time such statements are made. Such statements are subject to known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to:

•the substantial net losses that we have incurred since our inception, our expectation to continue to incur losses for the foreseeable future and our need to raise additional capital to fund our operations and execute our business plan;

•our ability to raise additional capital to fund our operations and execute our business plan, which will depend on financial, economic and market conditions, the number of authorized shares, and other factors, over which we may have no or limited control;

•our indebtedness under the loan agreement and guaranty (the “Loan Agreement”) with certain affiliates and/or funds managed by each of Oaktree Capital Management, L.P. and Owl Rock Capital Advisors LLC, as lenders, and Blue Owl Opportunistic Master Fund I, L.P., as administrative agent, and the associated restrictive covenants thereunder;

•the purchase and sale agreement (the “HCR Agreement”) with certain entities managed by HealthCare Royalty Management, LLC (“HCR”) and its negative effect on the amount of cash that we are able to generate from sales of, and licensing agreements involving, ZYNLONTA and on our attractiveness as an acquisition target;

•our ability to complete clinical trials on expected timelines, if at all;

•the timing, outcome and results of ongoing or planned clinical trials and the sufficiency of such results;

•undesirable side effects or adverse events of our products and product candidates;

•our and our partners’ ability to obtain and maintain regulatory approval for our product and product candidates;

•our and our partners’ ability to successfully commercialize our products;

•the availability and scope of coverage and reimbursement for our products;

•the complexity and difficulty of manufacturing our products and product candidates;

•the substantial competition in our industry, including new technologies and therapies;

•our ability to continue to fund, or enter into collaborative or partnership arrangements for our early research programs, and the timing, results and future clinical outcomes of such early research programs;

•our reliance on third parties for preclinical studies and clinical trials and for the manufacture, production, storage and distribution of our products and product candidates and certain commercialization activities for our products;

•our ability to obtain, maintain and protect our intellectual property rights and our ability to operate our business without infringing on the intellectual property rights of others;

•our estimates regarding future revenue, expenses, liquidity, capital resources and needs for additional financing;

•the size and growth potential of the markets for our products and product candidates;

•potential product liability lawsuits and product recalls for our products;

•and those identified in the “Item 1A. Risk Factors” of our Annual Report on Form 10-K, and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), from time to time thereafter.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)


	March 31, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	194,701	$	250,867
Accounts receivable, net	31,762		20,316
Inventory	17,447		18,387
Prepaid expenses	6,899		8,370
Other current assets	7,180		9,450
Total current assets	257,989		307,390

Property and equipment, net	5,156		5,075
Operating lease right-of-use assets	8,231		8,354


Other long-term assets	1,163		1,161

Total assets	$	272,539	$	321,980

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable	$	15,592	$	18,029
Accrued expenses and other current liabilities	42,202		62,440

Total current liabilities	57,794		80,469

Deferred royalty obligation, long-term	326,792		320,093
Senior secured term loans	113,823		113,632
Operating lease liabilities, long-term	7,907		7,995
Other long-term liabilities	4,446		2,433
Total liabilities	510,762		524,622
Commitments and contingencies (See Note 12)
Shareholders’ (deficit) equity
Common shares, at CHF 0.08 par value	8,439		8,425
Issued shares: 101,759,684 at March 31, 2025 and 101,606,376 December 31, 2024; outstanding shares: 99,178,286 at March 31, 2025 and 98,861,402 at December 31, 2024
Additional paid-in capital	1,286,557		1,283,892
Treasury shares	(207)		(220)
At March 31, 2025: 2,581,398 and December 31, 2024: 2,744,974
Accumulated other comprehensive loss	(1,092)		(1,421)
Accumulated deficit	(1,531,920)		(1,493,318)
Total shareholders’ (deficit) equity	(238,223)		(202,642)

Total liabilities and shareholders’ (deficit) equity	$	272,539	$	321,980

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share amounts)


	For the Three Months Ended March 31,
	2025		2024
Revenue
Product revenues, net	$	17,404	$	17,848
License revenues and royalties	5,629		205
Total revenue, net	23,033		18,053
Operating expense
Cost of product sales	(2,061)		(2,510)
Research and development	(28,928)		(25,735)
Selling and marketing	(10,553)		(11,390)
General and administrative	(9,955)		(12,031)
Total operating expense	(51,497)		(51,666)
Loss from operations	(28,464)		(33,613)
Other income (expense)
Interest income	2,054		2,948
Interest expense	(12,230)		(12,496)
Other, net	203		(2,595)

Total other expense, net	(9,973)		(12,143)
Loss before income taxes	(38,437)		(45,756)
Income tax expense	(165)		(163)
Loss before equity in net losses of joint venture	(38,602)		(45,919)
Equity in net losses of joint venture	—		(687)
Net loss	$	(38,602)	$	(46,606)
Net loss per share
Net loss per share, basic and diluted	$	(0.36)	$	(0.56)
Weighted average shares outstanding, basic and diluted	107,202,374		82,552,322

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	For the Three Months Ended March 31,
	2025		2024
Net loss	$	(38,602)	$	(46,606)

Other comprehensive (loss) income:
Remeasurement of defined benefit pension liability	(42)		—
Foreign currency translation adjustment	371		(78)
Other comprehensive income (loss) before share of other comprehensive loss in joint venture	329		(78)
Share of other comprehensive loss in joint venture	—		(30)
Other comprehensive income (loss)	329		(108)

Total comprehensive loss	$	(38,273)	$	(46,714)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

For the Three Months Ended March 31, 2025



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
January 1, 2025	101,606,376	$	8,425	$	1,283,892	(2,744,974)	$	(220)	$	(1,421)	$	(1,493,318)	$	(202,642)
Loss for the period	—	—		—		—	—		—		(38,602)		(38,602)
Remeasurement of defined benefit pension liability	—	—		—		—	—		(42)		—		(42)
Foreign currency translation adjustment	—	—		—		—	—		371		—		371
Other comprehensive income before share of other comprehensive loss in joint venture	—	—		—		—	—		329		—		329
Share of other comprehensive loss in joint venture	—	—		—		—	—		—		—		—
Total other comprehensive income	—	—		—		—	—		329		—		329
Total comprehensive income (loss) for the period	—	—		—		—	—		329		(38,602)		(38,273)

Vestings of RSUs	153,308	14		(14)		—	—		—		—		—

Issuance of shares, 2022 Employee Stock Purchase Plan	—	—		258		163,576	13		—		—		271


Share-based compensation expense	—	—		2,421		—	—		—		—		2,421
	153,308	14		2,665		163,576	13		—		—		2,692
March 31, 2025	101,759,684	$	8,439	$	1,286,557	(2,581,398)	$	(207)	$	(1,092)	$	(1,531,920)	$	(238,223)

For the Three Months Ended March 31, 2024



(in thousands, except share amounts)	Number of shares	Common shares, par value		Additional paid-in capital		Number of shares (held or received)/delivered	Treasury shares		Accumulated other comprehensive (loss) income		Accumulated deficit		Total
January 1, 2024	89,041,946	$	7,312	$	1,180,545	(6,748,809)	$	(541)	$	(93)	$	(1,335,472)	$	(148,249)
Loss for the period	—	—		—		—	—		—		(46,606)		(46,606)

Foreign currency translation adjustment	—	—		—		—	—		(78)		—		(78)
Other comprehensive loss before share of other comprehensive loss in joint venture	—	—		—		—	—		(78)		—		(78)
Share of other comprehensive loss in joint venture	—	—		—		—	—		(30)		—		(30)
Total other comprehensive loss	—	—		—		—	—		(108)		—		(108)
Total comprehensive loss for the period	—	—		—		—	—		(108)		(46,606)		(46,714)

Vestings of RSUs	—	—		(20)		248,030	20		—		—		—
Exercise of options	—	—		32		6,384	1		—		—		33
Issuance of shares, 2022 Employee Stock Purchase Plan	—	—		305		229,675	18		—		—		323
Share-based compensation expense	—	—		158		—	—		—		—		158
	—	—		475		484,089	39		—		—		514
March 31, 2024	89,041,946	$	7,312	$	1,181,020	(6,264,720)	$	(502)	$	(201)	$	(1,382,078)	$	(194,449)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Table of Contents
ADC Therapeutics SA

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	For the Three Months Ended March 31,
	2025		2024
Cash flows used in operating activities
Net loss	$	(38,602)	$	(46,606)
Adjustments to reconcile net loss to net cash used in operations:

Share-based compensation expense	2,421		158
Accretion expense of deferred royalty obligation	7,069		6,864
Cumulative catch-up adjustment, deferred royalty obligation	(12)		(263)
Write-downs of inventory	1,246		748
Depreciation	342		331

Amortization of operating lease right-of-use assets	459		512

Share of results in joint venture	—		687


Warrant obligations, decrease in fair value	—		3,068


Amortization of debt discount, senior secured term loan	191		503
Other	67		(174)
Changes in operating assets and liabilities:
Accounts receivable, net	(11,445)		1,995
Inventory	(306)		(568)
Prepaid expenses and other current assets	3,856		(420)
Other long-term assets	—		(281)
Accounts payable	(2,461)		(1,247)
Accrued expenses and other current liabilities	(20,631)		(3,543)

Operating lease liabilities	(489)		(514)
Other long-term liabilities	1,961		(5,345)
Net cash used in operating activities	(56,334)		(44,095)
Cash flows used in investing activities
Payment for purchases of property and equipment	(264)		(531)
Net cash used in investing activities	(264)		(531)
Cash flows provided by financing activities



Proceeds from share issuance under stock purchase plan	271		323
Proceeds from the exercise of stock options	—		33
Net cash provided by financing activities	271		356
Net decrease in cash and cash equivalents	(56,327)		(44,270)
Exchange gains (losses) on cash and cash equivalents	161		(43)
Cash and cash equivalents at beginning of period	250,867		278,598
Cash and cash equivalents at end of period	$	194,701	$	234,285
Supplemental Cash Flow Information:
Interest paid	$	3,594	$	3,900
Interest received	2,054

SEC Form 10-Q filed by ADC Therapeutics SA