ADC Therapeutics SA (ADCT) Prices $100M Share Offering at $3.53/sh

ADC Therapeutics SA (NYSE: ADCT), a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), today announced that it has entered into securities purchase agreements for the sale of its equity securities to certain institutional investors in a $100.0 million private investment in public equity ("PIPE") financing. In the PIPE, ADC Therapeutics is selling 13.0 million common shares at $3.53 per share and pre-funded warrants to purchase 15.7 million common shares at $3.43, per pre-funded warrant, which is the price per common share in the PIPE minus the exercise price of CHF 0.08 per pre-funded warrant.

Gross proceeds from the PIPE financing are anticipated to be approximately $100.0 million before deducting placement agent fees and offering expenses. The PIPE is expected to close on June 16, 2025, subject to customary closing conditions. ADC Therapeutics intends to use the net proceeds from the PIPE to fund multiple catalysts primarily in support of ZYNLONTA^® clinical development as well as ZYNLONTA commercialization activities, working capital and general corporate purposes.

Beyond ZYNLONTA, the Company will advance its preclinical exatecan-based ADC targeting prostate-specific membrane antigen (PSMA) and will discontinue early development efforts for the remaining preclinical programs in solid tumors. As research and development efforts and related programs are closed out, the Company plans to shut down its UK facility and reduce the global workforce across functions by approximately 30%, which is expected to be substantially completed by September 30, 2025. The Company estimates that it will incur one-time cash restructuring charges of between $6 and 7 million for employee severance, benefits and related termination costs, the majority of which will be recognized in the second quarter of 2025.

These events together are expected to position the Company for long-term growth with significantly reduced operating expenses and an expected cash runway extending into 2028. The anticipated catalysts within the cash runway are:

LOTIS-7

• Fuller, more mature data in the dose expansion arm of LOTIS-7 Phase 1b trial of ZYNLONTA plus glofitamab in patients with relapsed/refractory (r/r) diffuse large B-cell lymphoma (DLBCL) expected in second half of 2025
• Expanding enrollment to 100 patients at recommended dose, with full enrollment expected in first half of 2026
• Potential publication and compendia inclusion in first half of 2027

LOTIS-5

• Expect to reach pre-specified number of progression-free survival (PFS) events by end of 2025
• Topline results from the LOTIS-5 Phase 3 confirmatory trial evaluating ZYNLONTA in combination with rituximab in patients with r/r DLBCL anticipated in late 2025 or first half of 2026
• Potential biologics license application submission to regulatory authorities in first half of 2026 with potential confirmatory approval in 2L+ DLBCL and publication and compendia inclusion in first half of 2027

Indolent Lymphomas

• Potential r/r marginal zone lymphoma publication and compendia inclusion in first half of 2027

PSMA-targeting ADC

• Expect to complete IND-enabling activities by end of 2025

The offer and sale of the foregoing securities are made in a transaction not involving a public offering, and the foregoing securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws, and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act. The securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. ADC Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares to be sold the PIPE and the common shares issuable upon exercise of the pre-funded warrants to be sold in the PIPE.

The PIPE was led by Redmile Group and includes participation from other institutional investors. Jefferies, Guggenheim Securities, Cantor and RBC Capital Markets are acting as placement agents for the PIPE. Davis Polk & Wardwell LLP and Homburger AG are acting as legal advisors to ADC Therapeutics.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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