ADC Therapeutics cuts change-of-control payment to HCR from $750M to $150-200M; issues warrants

ADC Therapeutics SA

Under amended HCR agreement, change-of-control payment reduced to $150M before 2028 or $200M after, from $750M previously.
Post-change-of-control royalties continue unless bought out for $525M-$750M less payments already made.
ADC issued warrants to HCR for 9,834,776 common shares at $3.8130 per share, exercisable until Dec 31, 2030.
Warrants are non-transferable before Jan 1, 2028; registration statement to be filed within 30 business days.
HCR had already provided $300M under original 2021 agreement; amendment reduces ADC's near-term buyout risk.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ADC Therapeutics SA amended Amendment with entities managed by HealthCare Royalty Management, LLC (effective 2026-02-18).

Action: amendment
Agreement: asset purchase
Counterparty: entities managed by HealthCare Royalty Management, LLC
Effective: 2026-02-18

Exact text from the filing

On February 18, 2026, ADC Therapeutics SA (the “Company”) entered into an amendment (the “Amendment”) to the Purchase and Sale Agreement, dated August 25, 2021 (the “Original Agreement” and, as amended by the Amendment, the “Amended Agreement”), among the Company and entities managed by HealthCare Royalty Management, LLC (“HCR”).

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ADC Therapeutics SA filing history →

Source: SEC EDGAR

accession 0000950103-26-002466

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