6-K - ADCT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-39071

ADC Therapeutics SA

(Exact name of registrant as specified in its charter)

Biopôle

Route de la Corniche 3B

1066 Epalinges

Switzerland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F	☒	Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K (other than Exhibit 99.3 hereto), including Exhibits 99.1 and 99.2 hereto, shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-256686 and 333-256807) of ADC Therapeutics SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADC Therapeutics SA
	By:	/s/ Jennifer Creel
	Name:	Jennifer Creel
	Title:	Chief Financial Officer
Date: May 9, 2022

EXHIBIT INDEX

Exhibit Number	Description
99.1	Unaudited IFRS Condensed Consolidated Interim Financial Statements as of and for the three months ended March 31, 2022
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3	Press Release dated May 9, 2022
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

adc-20220331_d2

Exhibit 99.1

Unaudited IFRS Condensed Consolidated Interim Financial Statements as of and for the three months ended March 31, 2022.

Condensed Consolidated Interim Statement of Operations	2
Condensed Consolidated Interim Statement of Comprehensive Loss	3
Condensed Consolidated Interim Balance Sheet	4
Condensed Consolidated Interim Statement of Changes in Equity	5
Condensed Consolidated Interim Statement of Cash Flows	6
Notes to the Condensed Consolidated Interim Financial Statements	7

ADC Therapeutics SA

Condensed Consolidated Interim Statement of Operations

(in KUSD except for share and per share data)

		For the Three Months Ended<br>March 31,
	Note	2022	2021
Product revenues, net	3, 5	16,498	—
License revenue	3, 5	30,000	—
Total revenue		46,498	—
Operating expense
Cost of product sales	7	(529)	—
Research and development expenses	7	(48,952)	(39,172)
Selling and marketing expenses	7	(18,370)	(13,911)
General and administrative expenses	7	(19,011)	(17,582)
Total operating expense		(86,862)	(70,665)
Loss from operations		(40,364)	(70,665)
Other income (expense)
Financial income	16	18,308	15
Financial expense	13, 14, 16	(9,217)	(2,000)
Non-operating income	8	13,442	21,230
Total other income		22,533	19,245
Loss before taxes		(17,831)	(51,420)
Income tax benefit (expense)		1,170	(107)
Net loss		(16,661)	(51,527)
Net loss attributable to:
Owners of the parent		(16,661)	(51,527)
Net loss per share, basic and diluted	18	(0.22)	(0.67)

The accompanying notes form an integral part of these condensed consolidated interim financial statements (Unaudited)

ADC Therapeutics SA

Condensed Consolidated Interim Statement of Comprehensive Loss

(in KUSD)

	For the Three Months Ended March 31,
	2022	2021
Net Loss	(16,661)	(51,527)
Other comprehensive (loss) income
Items that may be reclassified to profit and loss
Currency translation differences	(158)	36
Total items that may be reclassified to profit and loss	(158)	36
Other comprehensive (loss) income for the period	(158)	36
Total comprehensive loss for the period	(16,819)	(51,491)
Total comprehensive loss attributable to:
Owners of the parent	(16,819)	(51,491)

The accompanying notes form an integral part of these condensed consolidated interim financial statements (Unaudited)

ADC Therapeutics SA

Condensed Consolidated Interim Balance Sheet

(in KUSD)

	Note	March 31,<br>2022	December 31,<br>2021
ASSETS
Current assets
Cash and cash equivalents	9	430,874	466,544
Accounts receivable, net		26,752	30,218
Inventory	10	11,838	11,122
Other current assets		18,246	17,298
Total current assets		487,710	525,182
Non-current assets
Property, plant and equipment		3,938	4,066
Right-of-use assets	13	6,726	7,164
Intangible assets	11	13,851	13,582
Interest in joint venture	12	38,734	41,236
Deferred tax asset		29,905	26,049
Other long-term assets		1,022	693
Total non-current assets		94,176	92,790
Total assets		581,886	617,972
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		16,453	12,080
Other current liabilities		40,411	50,497
Lease liabilities, short-term	13	981	1,029
Current income tax payable		6,380	3,754
Convertible loans, short-term	14	6,549	6,575
Total current liabilities		70,774	73,935
Non-current liabilities
Convertible loans, long-term	14	88,415	87,153
Convertible loans, derivatives	14	22,092	37,947
Deferred royalty obligation, long-term	16	204,104	218,664
Deferred gain of joint venture	12	23,539	23,539
Lease liabilities, long-term	13	6,614	6,994
Defined benefit pension liabilities		3,681	3,652
Total non-current liabilities		348,445	377,949
Total liabilities		419,219	451,884
Equity attributable to owners of the parent
Share capital		6,445	6,445
Share premium		981,818	981,827
Treasury shares		(119)	(128)
Other reserves	15	116,044	102,646
Cumulative translation adjustments		25	183
Accumulated losses		(941,546)	(924,885)
Total equity attributable to owners of the parent		162,667	166,088
Total liabilities and equity		581,886	617,972

The accompanying notes form an integral part of these condensed consolidated interim financial statements (Unaudited)

ADC Therapeutics SA

Condensed Consolidated Interim Statement of Changes in Equity

(in KUSD)

For the Three Months Ended March 31, 2022

	Note	Share<br>Capital	Share<br><br>Premium	Other<br><br>Reserves	Treasury<br>Shares	Cumulative<br>Translation<br>Adjustments	Accumulated<br>Losses	Total Equity
January 1, 2022		6,445	981,827	102,646	(128)	183	(924,885)	166,088
Loss for the period		—	—	—	—	—	(16,661)	(16,661)
Translation adjustment		—	—	—	—	(158)	—	(158)
Total other comprehensive loss		—	—	—	—	(158)	—	(158)
Total comprehensive loss for the period		—	—	—	—	(158)	(16,661)	(16,819)
Exercise of options and vestings of RSUs		—	(9)	—	9	—	—	—
Share-based compensation expense	15	—	—	13,398	—	—	—	13,398
Total transactions with owners		—	(9)	13,398	9	—	—	13,398
March 31, 2022		6,445	981,818	116,044	(119)	25	(941,546)	162,667

For the Three Months Ended March 31, 2021

	Note	Share<br>Capital	Share<br><br>Premium	Other<br><br>Reserves	Treasury<br>Shares	Cumulative<br>Translation<br>Adjustments	Accumulated<br>Losses	Total Equity
January 1, 2021		6,314	981,056	42,753	(4)	245	(694,859)	335,505
Loss for the period		—	—	—	—	—	(51,527)	(51,527)
Translation adjustment		—	—	—	—	36	—	36
Total other comprehensive loss		—	—	—	—	36	—	36
Total comprehensive loss for the period		—	—	—	—	36	(51,527)	(51,491)
Exercise of options and vestings of RSUs		—	3	—	—	—	—	3
Share-based compensation expense	15	—	—	13,951	—	—	—	13,951
Total transactions with owners		—	3	13,951	—	—	—	13,954
March 31, 2021		6,314	981,059	56,704	(4)	281	(746,386)	297,968

The accompanying notes form an integral part of these condensed consolidated interim financial statements (Unaudited)

ADC Therapeutics SA

Condensed Consolidated Interim Statement of Cash Flows (in KUSD)

		For the Three Months Ended<br>March 31,
	Note	2022	2021
Cash used in operating activities
Loss for the period		(16,661)	(51,527)
Adjustments for non-monetary items:
Share-based compensation expense	15	13,398	13,951
Depreciation of property, plant and equipment		261	174
Amortization of intangible assets	11	26	25
Depreciation of right-of-use assets	13	307	379
Gain from reversal of inventory impairment charges		(361)	—
Share of results in joint venture	12	2,502	527
Deferred income taxes		(3,856)	—
Change in defined benefit pension liability		72	74
Convertible loans, derivatives, decrease in fair value	14	(15,855)	(21,169)
Financial income	16	(18,307)	(15)
Financial expense	14	9,165	1,982
Exchange differences		(63)	(366)
Operating loss before working capital changes		(29,372)	(55,965)
Decrease in accounts receivable, net		3,466	—
Increase in inventory		(355)	—
Increase (decrease) in other current assets		(1,065)	1,075
Increase in accounts payable		4,383	5,914
Increase in income taxes		2,686	107
Decrease in other liabilities and other payables		(10,666)	(5,332)
Cash used in operating activities		(30,923)	(54,201)
Interest paid		(1,838)	(1,039)
Interest received		18	16
Interest expense on lease obligations	13	52	18
Payments made under royalty financing transaction	16	(1,191)	—
Tax refund		—	57
Net cash used in operating activities		(33,882)	(55,149)
Cash used in investing activities
Payment for purchase of property, plant and equipment		(229)	(657)
Payment for purchase of intangible assets	11	(889)	—
Payment for deposits		(330)	—
Net cash used in investing activities		(1,448)	(657)
Cash from financing activities
Proceeds from the exercise of stock options		—	3
Principal portion of lease obligation payments	13	(258)	(300)
Net cash from financing activities		(258)	(297)
Net decrease in cash and cash equivalents		(35,588)	(56,103)
Exchange (losses) / gain on cash and cash equivalents		(82)	30
Cash and cash equivalents at beginning of the period		466,544	439,195
Cash and cash equivalents at end of the period		430,874	383,122
Supplemental Non-Cash Investing Information
Capital expenditures recorded in Accounts payable		—	265

The accompanying notes form an integral part of these condensed consolidated interim financial statements (Unaudited)

ADC Therapeutics SA

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) – in KUSD except for share and per share data

1.Corporate information

ADC Therapeutics SA (the “Company” or “ADCT”) was incorporated on June 6, 2011 under the laws of Switzerland. The registered office of the Company is located at Route de la Corniche 3B, 1066 Epalinges, Switzerland. The Company controls three wholly-owned subsidiaries: ADC Therapeutics America, Inc. (“ADCT America”), which was incorporated in Delaware, USA on December 10, 2014, ADC Therapeutics (UK) Ltd (“ADCT UK”), which was incorporated in England on December 12, 2014 and ADC Therapeutics (NL) B.V. which was incorporated in the Netherlands on February 25, 2022. The Company and its three subsidiaries form the ADCT Group (the “Group”).

The Group is focused on the development of antibody drug conjugates (“ADCs”), including research, development, human clinical trials, regulatory approval and commercialization. On April 23, 2021, the U.S. Food and Drug Administration (“FDA”) approved ZYNLONTA for the treatment of relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) and the Company commenced recognizing revenue upon the sale of ZYNLONTA during the second quarter of 2021. ADCs are drug constructs which combine monoclonal antibodies specific to particular types of cells with cytotoxic molecules or warheads which seek to kill any cancer cell to which the ADC attaches. ADCs have extensive potential therapeutic applications in cancer.

These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 9, 2022.

Going concern basis

ADCT is a commercial-stage company developing innovative therapeutics. The Group is exposed to all risks inherent in establishing and developing its business, including the substantial uncertainty that current projects will succeed. The Group’s success may also depend on its ability to:

•establish and maintain a strong patent position and protection;

•develop, gain regulatory approval and commercialize drug products;

•enter into collaborations with partners in the pharmaceutical industry;

•acquire and retain key personnel; and

•acquire additional funding to support its operations.

Since its incorporation, the Group has primarily funded its growth through capital increases and additional funds provided by research collaborations, license agreements, the issuance of the Company’s common shares, the issuance of convertible loans, and proceeds from a royalty purchase agreement (see notes 14, “Convertible loans” and 16, “Deferred royalty obligation”). During the first quarter of 2022, the Company entered into an exclusive license agreement with Mitsubishi Tanabe Pharma Corporation ("MTPC") for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. The Group does not have recourse to bank loans. As a result, the Group is not exposed to liquidity risk through requests for early repayment of loans, other than, pursuant to the convertible loans, it must maintain a balance of at least USD 50 million in cash and cash equivalents at the end of each quarter.

As of March 31, 2022, the Group’s cash and cash equivalents amounted to USD 430.9 million (December 31, 2021: USD 466.5 million).

Management believes that the Group has sufficient financial resources to cover its operating costs for at least the next 12 months from the date of issuance of these unaudited condensed consolidated interim financial statements and, as a result, is presenting these unaudited condensed consolidated interim financial statements of the Group on a going concern basis.

COVID – 19

The Group continues to monitor the COVID-19 pandemic and its impact to operations. The Group is commercializing ZYNLONTA using hybrid launch plans. Recently, variants of the novel coronavirus have negatively impacted the Company's ability to have face-to-face interactions with physicians, which it believes is a key pillar of its continued success in driving the adoption of ZYNLONTA through ongoing dialogs with the healthcare provider community on

ZYNLONTA's differentiated product profile. The Group is in close contact with its principal investigators and clinical sites, which are located in jurisdictions affected by the COVID-19 pandemic, and is assessing the impact of the COVID-19 pandemic on its clinical trials, expected timelines and costs on an ongoing basis. In response to the spread of COVID-19, the Group has also modified its business practices based on local guidelines. At this time, Group employees are meeting with investigators and site staff in person as allowed by institutions. The Group continues to closely monitor the potential effects of the COVID-19 pandemic on its clinical trials, commercialization efforts and supply chain, and will work closely with its clinical trial sites and principal investigators, contract research organizations, customers and distributors and contract manufacturing partners to mitigate such impact. As the COVID-19 pandemic continues to evolve, the Group believes the impact to its operations, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration, the impact on the U.S. and global economies, the timing, the availability, and acceptance and effectiveness of vaccines and treatments, particularly against emerging variants of the novel coronavirus, and the scope and effectiveness of national and local governmental responses to the pandemic. Those primary drivers are beyond the Group’s knowledge and control, and as a result, the ultimate impact of the COVID-19 pandemic on the Group's results of operations, cash flows and financial position for the remainder of 2022 and thereafter cannot be reasonably predicted. However, on the basis of the risk mitigation measures undertaken, the Group has concluded that there is no material uncertainty that may cast a significant doubt upon the Group’s ability to continue as a going concern.

2.Basis of preparation

Statement of Compliance

These unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2022 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021.

Functional and reporting currency

These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“USD” or “$”), which is the Company’s functional currency and the Group’s reporting currency.

A subsidiary of the Company, ADCT UK, has a functional currency of the British Pound (“GBP”). The following exchange rates have been used for the translation of the financial statements of ADCT UK:


	2021
/
Closing rate, 1	1.37665
Weighted average exchange rate, 1	1.38246

All values are in US Dollars.

Basis of Consolidation

The unaudited condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company which are the same as those contained in the audited consolidated financial statements as of and for the year ended December 31, 2021.

Use of estimates and judgements

The preparation of the unaudited condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty included those that applied to the consolidated financial statements for the year ended December 31, 2021.

Other income (expense)

For periods prior to December 31, 2021, individual components of Non-operating income (expense) were reported separately within the statement of operations. Prior periods have been recast to conform to the current period presentation. See Note 8, “Non-operating income (expense)” for further information.

3.Significant accounting policies

The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are the same as those applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2021 and have been applied consistently to all periods presented in these unaudited condensed consolidated interim financial statements, except for the following:

Revenue Recognition

License Arrangements

On January 18, 2022, the Company entered into an exclusive license agreement with MTPC for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. In previous years, the Company had generated revenue from the sale of its product candidates and service revenues from a license and collaboration arrangement. See note 5 “License Revenue” for further information on the MTPC arrangement.

The Company recognizes revenues from license fees for intellectual property (IP) either at a point in time or over time. The Company must make an assessment as to whether such a license represents a right-to-use the IP (at a point in time) or a right to access the IP (over time). The Company recognizes revenue for a right-to-use license immediately if the licensee can begin to use and benefit from the IP upon commencement of the license term and the Company has no further obligations in the context of the IP. A license is considered a right to access the IP when the Company undertakes activities during the license term that may significantly affect the IP, which directly exposes the customer to any positive or negative effects arising from such activities. These activities do not result in the immediate transfer of a good or service to the customer. As such, revenues from the right to access the IP are recognized over time.

The Company may enter into agreements with multiple performance obligations. Performance obligations are identified and separated when the other party can benefit from the license on its own or together with other resources that are readily available, and the license is separately identifiable from other goods or services in the contract.

Transaction prices for out-license arrangements may include fixed up-front amounts as well as variable consideration such as contingent development and regulatory milestones, sales-based milestones and royalties. The most likely amount method is used to estimate contingent development and regulatory milestones because the ultimate outcomes are binary in nature. Variable consideration is included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. To the extent arrangements include multiple performance obligations that are separable, the transaction price assigned to each distinct performance obligation is reflective of the relative stand-alone selling price when sold separately or estimated stand-alone selling price on the basis of comparable transactions with other customers when

such goods or services are not sold separately. The residual approach is the method used to estimate a stand-alone selling price when the selling price for a good or service is highly variable or uncertain.

In determining the transaction prices, sales milestones and royalties attributable to licenses are excluded from the variable consideration guidance and recognized at the later of when the subsequent sales transaction occurs, or the satisfaction or partial satisfaction of the performance obligation to which some or all of the royalty has been allocated.

New and amended IFRS standards

There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2022, that are relevant to the Group and that have had any impact in the interim period. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, are not listed here.

4.Financial risk management

4.1Financial risk factors

The Group’s activities are exposed to a variety of financial risks: market risk (including changes in the Company’s share price, exposure to fluctuation in currency exchange rates and exposure to interest rate movements), credit risk and liquidity risk.

The unaudited condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s consolidated financial statements as of December 31, 2021. In relation to the royalty purchase agreement with HCR, the Company is obligated to pay interest in the form of royalties in connection with certain net sales and licensing revenue. As the effective interest rate on the deferred royalty obligation does not depend on market performance, the exposure to interest rate and market risk is deemed low. See note 16, “Deferred royalty obligations” for further information. There have been no material changes in financial risk management since year-end.

4.2Fair value estimation

At March 31, 2022, the carrying amount is a reasonable approximation of fair value for the following financial assets and liabilities:

•Cash and cash equivalents

•Trade accounts receivable

•Trade accounts payable

In the three months ended March 31, 2022, there were no significant changes in the business or economic circumstances that affected the fair value of the Group’s financial assets and financial liabilities.

Fair values must be estimated at each grant date with regard to awards under the ADC Therapeutics SA 2019 Equity Incentive Plan (the “Equity Incentive Plan 2019”) and with regard to the convertible loan conversion option derivative related to the first tranche and second tranche of the convertible loans. The approach to valuation follows the grant date fair value principle, and the key input factors are described for the share-based compensation awards in note 15, “Share-based compensation” and for the convertible loan derivatives in note 14, “Convertible loans”. Commonly accepted pricing models (Hull and Goldman Sachs) have been used to calculate the fair value of the convertible loan derivatives. The valuation of the embedded derivative in the first tranche and second tranche are classified as pertaining to level 3 of the valuation hierarchy set out below.

The different levels of the valuation hierarchy have been defined as follows:

(a)Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(b)Level 2: inputs other than quoted prices that are observable for the asset or liability, either directly (for example, as prices) or indirectly (for example, derived from prices);

(c)Level 3: inputs for the asset or liability that are not based on observable market data.

There were no transfers between the respective levels during the period.

The embedded derivative conversion feature associated with the first and second tranche of the Company’s convertible loans (see note 14, “Convertible loans”) are re-measured to fair value at each reporting date. The Company utilizes a risk free rate, an implied bond yield and a selected volatility in determining the fair value of its embedded derivatives.

A hypothetical 10% increase (decrease) in the risk free rate as of March 31, 2022 would have decreased the derivative value associated with the first tranche of our convertible loans by KUSD 130 and KUSD 43. A hypothetical 10% increase (decrease) in the implied bond yield as of March 31, 2022 would have increased (decreased) the derivative value associated with the first tranche of our convertible loans by KUSD 109 and (KUSD 292). A hypothetical 10% increase (decrease) in the selected volatility as of March 31, 2022 would have increased (decreased) the derivative value associated with the first tranche of our convertible loans by KUSD 1,266 and (KUSD 1,545).

A hypothetical 10% increase (decrease) in the risk free rate as of March 31, 2022 would have increased (decreased) the derivative value associated with the second tranche of our convertible loans by KUSD 35 and (KUSD 35). A hypothetical 10% increase (decrease) in the implied bond yield as of March 31, 2022 would have increased (decreased) the derivative value associated with the second tranche of our convertible loans by KUSD 45 and (KUSD 50). A hypothetical 10% increase (decrease) in the selected volatility as of March 31, 2022 would have increased (decreased) the derivative value associated with the second tranche of our convertible loans by KUSD 857 and (KUSD 1,141).

5.Revenue recognition

Product revenue

On April 23, 2021, the Company received FDA accelerated regulatory and marketing approval for ZYNLONTA and launched in the U.S. shortly thereafter. To date, the Company’s only source of product revenue, which commenced during May 2021, has been sales of ZYNLONTA only in the U.S. Product revenues, net were KUSD 16,498 for the three months ended March 31, 2022. The Company records its best estimate of GTN sales adjustments to which customers are likely to be entitled.

The table below provides a rollforward of the Company’s accruals related to the GTN sales adjustments for the three months ended March 31, 2022.

(in KUSD)	Three months ended March 31, 2022
Beginning balance	2,590
GTN sales adjustments for current period sales	3,491
GTN sales adjustments for prior period sales	(192)
Credits, payments and reclassifications to Accounts payable	(1,763)
Ending balance as of March 31, 2022	4,126

The table below provides the classification of the accruals related to the GTN sales adjustment included in the Company’s unaudited condensed consolidated interim balance sheet as of March 31, 2022 and December 31, 2021.

(in KUSD)	As of March 31, 2022	As of December 31, 2021
Accounts receivable, net	2,451	1,204
Other current liabilities	1,675	1,386
	4,126	2,590

Accounts receivable

Subsequent to December 31, 2021, as the Company’s inventory is no longer held on consignment by the Company’s third-party logistics and distribution provider, payment terms for new sales commencing in 2022 ranged from 30 to 120 days.

The Company received a permanent J-code for ZYNLONTA reimbursement which went into effect on April 1, 2022. After receipt of the permanent J-code, the Company’s payment terms will range from 30 days to 90 days.

License revenue

On January 18, 2022, the Company entered into an exclusive license agreement with MTPC for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. Under the terms of the agreement, the Company received an upfront payment of USD 30 million and may receive up to an additional USD 205 million in milestones if certain development and commercial events are achieved. The Company will also receive royalties ranging in percentage from the high teens to the low twenties based on net sales of ZYNLONTA in Japan. MTPC will conduct clinical studies of ZYNLONTA in Japan and will have the right to participate in any global clinical studies by bearing a portion of the study costs. In addition, the Company will supply ZYNLONTA to MTPC for its drug development and commercialization under a supply agreement.

The MTPC license arrangement includes a license and a performance obligation to supply product. The license and supply obligations are accounted for as separate performance obligations as they are considered distinct because MTPC can benefit from the license on its own or together with other resources that are readily available, and the license is separately identifiable from other goods or services in the contract.

The Company completed significant development work which resulted in FDA approval of ZYNLONTA in the U.S. for the treatment of relapsed or refractory DLBCL. As a result, the up-front license fee is recognized immediately at the time of license execution, as MTPC can use and benefit from the IP and the Company has no further performance obligation with respect to the IP upon commencement of the license term.

Although contingent development milestone amounts are assessed each period for the likelihood of achievement, they are typically constrained and recognized when the uncertainty is subsequently resolved for the full amount of the milestone and will be classified as license revenue. Sales milestones and royalties are recognized when the subsequent sales occur and classified as license revenue.

After considering the standalone selling prices, up-front fees, contingent development and sales-based milestone, amounts and royalties are allocated to the license and recognized in the manner described above. Consideration for the supply obligation is based upon stipulated contractual terms which represent a standalone selling price. The above fee allocation between the license and the supply represents the amount of consideration expected to be entitled to for the satisfaction of the separate performance obligations.

6.Segment information

The Company is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. Accordingly, the Company views its business and manages its operations as one operating segment.

7.Operating expense

The following table provides the unaudited condensed consolidated interim statement of operation classification of our total operating expense:

(in KUSD)	Three months ended March 31,
	2022	2021
Cost of product sales	529	—
R&D
External costs (1)	29,168	24,306
Employee expense (2)	19,784	14,866
R&D expenses	48,952	39,172
S&M
External costs (3)	8,911	5,290
Employee expense (2)	9,459	8,621
S&M expenses	18,370	13,911
G&A
External costs (1)	7,639	4,733
Employee expense (2)	11,372	12,849
G&A expenses	19,011	17,582
Total operating expense	86,862	70,665

(1) Includes depreciation expense

(2) Includes share-based compensation expense

(3) Includes depreciation expense for Property, plant and equipment for the three months ended March 31, 2022. All other depreciation expense was not material for the three months ended March 31, 2022. Depreciation expense was not material for the three months ended March 31, 2021.

The increase in R&D expense in the three months ended March 31, 2022 was primarily associated with higher headcount and an increase in share-based compensation expense. In addition, R&D expense increased due to clinical activities as we continued to expand the potential market opportunities for ZYNLONTA in earlier lines of therapies and new histologies, advance Cami to support BLA submission and build its pipeline. Also contributing to the increase were higher chemistry, manufacturing and controls (“CMC”) expenses for Cami and a preclinical program as various manufacturing activities to support clinical activities occurred in during the three months ended March 31, 2022.

The increase in S&M expenses in the three months ended March 31, 2022 was primarily due to increased professional expenses relating to the commercial launch of ZYNLONTA.

The increase in G&A expenses in the three months ended March 31, 2022 was primarily due to higher professional fees associated with the license agreement entered into with MTPC. Share-based compensation expense decreased, partially offset by higher employee headcount.

8.Non-operating income (expense)

		Three months ended March 31,
(in KUSD)	Note	2022	2021
Convertible loans, derivatives, change in fair value income	14	15,855	21,169
Share of results with joint venture	12	(2,502)	(527)
Exchange differences gain		81	394
R&D tax credit		8	194
Non-operating income		13,442	21,230

Convertible loans, derivatives, change in fair value income (expense)

Changes in derivative fair values are explained in note 14, “Convertible loans”. Pursuant to the Facility Agreement with Deerfield, the Company drew down the first tranche of the convertible loans amounting to USD 65 million on May 19, 2020. Additionally, in connection with the FDA approval of ZYNLONTA, the Company drew down the second tranche of convertible loans amounting to USD 50 million.

Share of results with joint venture

In connection with the formation of Overland ADCT BioPharma in December 2020, the Company recorded its proportionate share of Overland ADCT BioPharma’s net loss. See note 12, “Interest in joint venture”.

Exchange differences

Also included in Other income (expense) are favorable or unfavorable Exchange differences. The Company’s is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to British pounds, Euros and Swiss francs. Exchange differences represent gain or (loss) based on favorable or unfavorable changes in foreign currencies.

R&D tax credit

The Company recognizes as Other income (expense) amounts received and receivable by its subsidiary, ADCT UK, under the United Kingdom’s R&D Expenditure Credit scheme (“UK R&D Credit Scheme”). The grants represent 12% of eligible expenditure. The claims are payable through the tax system, as a refund of corporation tax or of other taxes, including income tax and social security payments deducted at source from qualifying (research) employees’ payroll and VAT. The relevant amounts have been therefore presented net in the balance sheet. As the credit is independent of ADCT UK’s taxable profit, is clearly designed to incentivize companies to invest in R&D activities and is itself taxable income, the Group has recognized the income as government grants within Other income (expense) and not as a credit to income tax expense.

9.Cash and cash equivalents

Pursuant to the Facility Agreement entered into on April 24, 2020 (see note 14, “Convertible loans”), the Company is subject to a covenant that requires it to maintain a balance of at least USD 50 million in cash and cash equivalents at the end of each quarter, and such amounts are included in cash and cash equivalents on the unaudited condensed consolidated interim balance sheet.

10.Inventory

Inventory as of March 31, 2022 and December 31, 2021 consisted of the following:

(in KUSD)	As of March 31, 2022	As of December 31, 2021
Work in process	11,257	10,562
Finished goods (1)	581	560
Total inventory	11,838	11,122

(1) Subsequent to December 31, 2021, the Company's inventory is no longer held on consignment by the third-party logistics and distribution provider. Finished goods includes KUSD 3 relating to ZYNLONTA held on consignment by the Company’s third-party logistics and distribution provider as of December 31, 2021.

In accordance with its accounting policy, the Company reversed KUSD 361 of previously recorded impairment charges based on the existence of inventory on hand and estimated demand, as well as expiration dating. The reversal of impairment charges was recorded as a gain to R&D expenses in the Company’s unaudited condensed consolidated interim statement of operation.

11.Intangible assets

Licenses classified as definite-lived intangible assets are amortized over their useful lives, which are determined on the basis of the expected pattern of consumption of the expected future economic benefits embodied in the licenses and which therefore commence only once the necessary regulatory and marketing approval has been received for the product candidates to which they relate. The Company classifies its licenses relating to product candidates for which regulatory approval has not been received as indefinite-lived intangible assets and did not recognize amortization expense relating to these licenses.

Internal development costs are classified as indefinite-lived intangible assets and are expected to be capitalized if they meet the criteria for recognition of an internally generated intangible asset, usually when marketing approval has been achieved from a regulatory authority in a major market. The Company began to capitalize internal development costs for ZYNLONTA as an internally generated intangible asset upon the FDA approval in the U.S. and if certain recognition criteria were met.

During the three months ended March 31, 2022, the Company capitalized the following license fees paid or accrued to third parties as intangible assets:

Milestone Payments

•An amount of KUSD 195 paid upon the successful completion of in-vivo efficacy studies related to a license with a third party to use their specific binding proteins in the development, manufacturing and commercialization of products. The amount was capitalized as an indefinite-lived intangible asset.

During the three months ended March 31, 2021, the Company did not capitalize any intangible assets.

The table below provides a rollforward of the Company’s intangible assets as of March 31, 2022 and 2021.

(in KUSD)	Indefinite lived		Definite lived
Cost	Licenses	Internal development costs	Licenses	Software	Total
January 1, 2022	12,985	631	1,052	176	14,844
Additions	195	82	—	19	296
Exchange differences	—	—	—	(1)	(1)
March 31, 2022	13,180	713	1,052	194	15,139
Accumulated Amortization
January 1, 2022	(1,069)	—	(50)	(143)	(1,262)
Amortization charge	—	—	(19)	(7)	(26)
March 31, 2022	(1,069)	—	(69)	(150)	(1,288)
Net book amount as of March 31, 2022	12,111	713	983	44	13,851
Cost
January 1, 2021	11,144	—	—	168	11,312
Transfers	—	—	—	(6)	(6)
March 31, 2021	11,144	—	—	162	11,306
Accumulated Amortization
January 1, 2021	(1,069)	—	—	(64)	(1,133)
Amortization charge	—	—	—	(25)	(25)
Exchange differences	—	—	—	(1)	(1)
March 31, 2021	(1,069)	—	—	(90)	(1,159)
Net book amount as of March 31, 2021	10,075	—	—	72	10,147

12.Interest in joint venture

On December 14, 2020, the Company announced the formation of a new joint venture company, Overland ADCT BioPharma, with Overland Pharmaceuticals (“Overland”), a fully integrated biopharmaceutical company backed by Hillhouse Capital. Overland ADCT BioPharma will develop and commercialize one of the Company’s ADC products, ZYNLONTA, and three of the Company’s ADC product candidates, ADCT-601, ADCT-602 and ADCT-901, in greater China and Singapore. The table below provides a rollforward of the Company’s interest in Overland ADCT BioPharma as of March 31, 2022 and 2021, respectively.

(in K)
Interest in joint venture
January 1, 2022
Share of results in joint venture
March 31, 2022
January 1, 2021
Share of results in joint venture
March 31, 2021

All values are in US Dollars.

As of March 31, 2022, the deferred gain of USD 23.5 million arising from the Company’s contribution for its equity investment in the joint venture remained unchanged from December 31, 2021. The Company’s carrying value of its investment in a joint venture increases or decreases in relation to the Company’s proportionate share of comprehensive income or loss of the joint venture. When the Company’s share of losses of a joint venture exceeds the Company’s interest in that joint venture less the carrying value of the deferred gain described below, the Company ceases to recognize its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture.

The tables below provide summarized financial information for Overland ADCT BioPharma that is material to the Company. The following information reflects the amounts presented in the financial statements of Overland ADCT BioPharma and not the Company’s share of those amounts.

(in KUSD)	As of
Summarized Balance Sheet	March 31, 2022	December 31, 2021
Cash and cash equivalents	34,324	39,318
Prepaid and other current assets	175	15
Intangible assets	48,040	48,040
Total liabilities	2,614	2,828
Net assets	79,925	84,545
Summarized Statement of Comprehensive Loss	Three Months Ended March 31, 2022	Three Months Ended March 31, 2021
Operating expenses	4,791	1,162
Net loss	4,749	1,074

13.Leases

The table below provides a rollforward of the Company's right-of-use assets as of March 31, 2022 and 2021, respectively.

(in K)
Right-of-Use Assets	Vehicles	Total
Cost
January 1, 2022	134	9,139
Exchange difference	—	(145)
March 31, 2022	134	8,994
Accumulated depreciation
January 1, 2022	(50)	(1,975)
Depreciation charge	(8)	(307)
Lease termination	—	—
Exchange difference	—	14
March 31, 2022	(58)	(2,268)
Net book amount as of March 31, 2022	76	6,726
Cost
January 1, 2021	78	5,402
Additions	56	5,401
Exchange difference	—	9
March 31, 2021	134	10,812
Accumulated depreciation
January 1, 2021	(20)	(2,273)
Depreciation charge	(5)	(379)
Exchange difference	—	(8)
March 31, 2021	(25)	(2,660)
Net book amount as of March 31, 2021	109	8,152

All values are in US Dollars.

During the first quarter of 2021, the Company entered into a new lease agreement with a ten-year term commencing in January 2021 for space in the iHub building on the Imperial University college campus in White City, West London. The primary function of the new facility, which consists of approximately 1,100 square meters, is R&D.

Depreciation of right-of-use assets have been charged to the following categories in the unaudited condensed consolidated interim statement of operations. Depreciation expense for S&M expenses was not material for any of the periods presented.

	Three months ended March 31,
(in KUSD)	2022	2021
R&D expenses	245	324
G&A expenses	62	55
	307	379

The table below provides a rollforward of the Company's lease liabilities as of March 31, 2022 and 2021, respectively.

(in K)
Lease liabilities	Vehicles	Total
January 1, 2022	125	8,023
Cash outflow (including interest)	(9)	(310)
Interest	1	52
Exchange difference	(36)	(170)
March 31, 2022	81	7,595
January 1, 2021	65	3,467
Additions	56	5,401
Cash outflow (including interest)	(5)	(318)
Interest	—	18
Exchange difference	(3)	(136)
March 31, 2021	113	8,432
March 31, 2022
Lease liabilities (short-term)	35	981
Lease liabilities (long-term)	46	6,614
Total lease liabilities	81	7,595
March 31, 2021
Lease liabilities (short-term)	34	833
Lease liabilities (long-term)	79	7,599
Total lease liabilities	113	8,432

All values are in US Dollars.

14.Convertible loans

Facility agreement

On April 24, 2020, the Company entered into a USD 115 million Facility Agreement with Deerfield Partners, L.P. and certain of its affiliates (“Deerfield”). Pursuant to such agreement, Deerfield agreed to extend senior secured convertible term loans to the Company in two separate disbursements:

(i)an initial disbursement of convertible loans in the amount of USD 65 million upon the completion of the initial public offering (“IPO”), and satisfaction of certain other conditions (the “first tranche”) and

(ii)a subsequent disbursement of convertible loans in the amount of USD 50 million upon the receipt of regulatory approval for ZYNLONTA, and satisfaction of certain other conditions (the “second tranche”).

The outstanding principal amount of the convertible loans is due to be repaid in full on May 19, 2025. However, any conversion of the convertible loans into common shares shall be deemed a repayment of the principal amount of the convertible loans so converted.

The convertible loans bear interest at a rate of 5.95% per annum, based on a 360-day year, with interest payable quarterly in arrears commencing July 1, 2020 and July 1, 2021 for the first tranche and second tranche, respectively.

Upon any payment of the convertible loans or conversion of the convertible notes, whether upon redemption or at maturity or at any other time, the Company will be required to pay an exit charge equal to 2.0% of the amount of the loans so paid or converted.

The Company’s obligations under the Facility Agreement are guaranteed by the Company’s wholly owned subsidiaries and secured by a perfected, first-priority security interest in substantially all of the Company’s and its wholly owned subsidiaries’ personal property, including its intellectual property and the equity ownership interests directly and indirectly held by the Company in its wholly owned subsidiaries and joint venture.

In accordance with the terms of the convertible notes, both the holders and the Company may elect to redeem the notes upon the occurrence of a major transaction and successor major transaction, respectively, as discussed in the Company’s annual report for the period ended December 31, 2021 on Form 20-F.

The Facility Agreement contains various covenants, including a requirement to retain USD 50 million in cash and cash equivalents as of the end of each fiscal quarter.

First tranche - Initial disbursement of convertible loans

The Company has accounted for the first tranche of convertible loans amounting to USD 65 million issued on May 19, 2020 as comprising two components: an embedded conversion option derivative and a loan.

Valuation of derivative embedded in first tranche

Since issuance, the embedded conversion option derivative is marked-to-market on a quarterly basis. During the three months ended March 31, 2022 and 2021, the Company recognized income of KUSD 9,518 and KUSD 15,268, respectively, as a result of changes in the fair value of the embedded derivative. The fair value of the embedded derivative associated with the first tranche was KUSD 13,707 and KUSD 23,226 as of March 31, 2022 and December 31, 2021, respectively. The decreases in the fair value of the embedded derivative during the three months ended March 31, 2022 and 2021 was primarily due to the decrease in the fair value of the underlying shares from December 31, 2021 to March 31, 2022 and from December 31, 2020 to March 31, 2021, respectively, which were charged directly to the unaudited condensed consolidated interim statement of operations.

The Company used an independent valuation firm to assist in calculating the fair value of the embedded conversion option derivative, which is based on the mean of values derived from application of the Hull and Goldman Sachs convertible bond pricing models. Key inputs for the valuations as of March 31, 2022 and December 31, 2021 were as follows:

	As of
	March 31, 2022		December 31, 2021
Exercise price at 130% of the IPO price of 19.00, in USD	24.70		24.70
Forced conversion price, in USD (1)	67.93		67.93
Share price in USD	14.69		20.20
Risk-free interest rate	2.4	%	1.0	%
Expected volatility	76	%	77	%
Expected term	37 months		40 months
Dividend yield	—		—
Recovery rate	5	%	5	%
Implied bond yield	10.3	%	8.8	%

(1) In accordance with the terms of the convertible loans, under certain circumstances the Company has the right to force conversions of the convertible notes on and after the one- and three-year anniversaries of the date on which it has received regulatory approval of ZYNLONTA as discussed in the Company’s annual report for the period ended December 31, 2021 on Form 20-F.

Residual convertible loan

The loan bears interest at a rate of 5.95% per annum, based on a 360-day year, with interest payable quarterly in arrears commencing on July 1, 2020. For the three months ended March 31, 2022 and 2021, the Company recorded interest

expense related to the interest payable on the residual convertible loan (net of the value of the embedded conversion option derivative) in the amount of KUSD 2,219 and KUSD 1,982, respectively. The Company’s interest expense is based on the implied effective interest rate, which was computed at inception at 23%.

The amount at which the convertible loan is presented as a liability in the unaudited condensed consolidated interim balance sheet represents the net present value of all future cash outflows associated with the loan discounted at the implied effective interest rate. The net present value of those cash outflows occurring within 12 months of the balance sheet date discounted at the same rate is presented as a short-term liability. The remainder of the amount is presented as a long-term liability. The carrying value of the convertible loan was KUSD 44,084 as of March 31, 2022, of which KUSD 3,614 was the current portion of the liability. The carrying value of the convertible loan was KUSD 42,874 as of December 31, 2021, of which KUSD 3,631 was the current portion of the liability.

Second tranche - Accounting for subsequent disbursement of convertible loans prior to FDA approval

Draw-down of the second tranche of the convertible loans was mandatory upon the April 23, 2021 receipt of regulatory approval for ZYNLONTA. Prior to drawing down the second tranche, the Company accounted for the second tranche as a derivative. During the three months ended March 31, 2021, the Company recognized income of KUSD 5,901 as a result of changes in the fair value of the derivative. The decrease in fair value of the derivative during the three months ended March 31, 2021 was primarily due to the decrease in the fair value of the underlying shares from December 31, 2020 to March 31, 2021, which was charged directly to the unaudited condensed consolidated interim statement of operations. The fair value of the derivative associated with the second tranche as of both March 31, 2022 and December 31, 2021 was nil as the derivative is now accounted for as an embedded conversion option derivative upon the draw-down of the subsequent disbursement. See “Second tranche - Accounting for subsequent disbursement of convertible loans after FDA approval” below for further details.

The Company used an independent valuation firm to assist in performing a fair value assessment of the derivative liability, which is based on the mean of values derived from application of the Hull and Goldman Sachs convertible bond pricing models. Key inputs for the valuation as of March 31, 2021 (prior to FDA approval of ZYNLONTA) was as follows:

	As of
	March 31, 2021
Exercise price at 150% of the IPO of 19.00, in USD (1)	28.50
Forced conversion price, in USD (2)	78.38
Share price in USD	24.41
Risk-free interest rate	0.7	%
Expected volatility (3)	90	%
Expected term	2 months
Dividend yield	—
Recovery rate	5	%
Implied bond yield	7.9	%

(2) In accordance with the terms of the convertible loans, under certain circumstances the Company has the right to force conversions of the convertible notes on and after the one- and three-year anniversaries of the date on which it received regulatory approval of ZYNLONTA, as discussed in the Company’s annual report for the period ended December 31, 2021 on Form 20-F.

(3) The expected volatility utilized for the pre-FDA approval valuations was higher than the post-approval valuations due to a change in the peer group. Prior to the FDA approval of ZYNLONTA, the Company utilized a peer group primarily comprised of clinical-stage companies. Upon receipt of FDA approval of ZYNLONTA, the Company updated the peer group to primarily comprise of commercial-stage companies, which lowered the expected volatility assumption utilized in the post-FDA approval valuations.

Second tranche - Accounting for subsequent disbursement of convertible loans after FDA approval

Upon receipt of FDA approval of ZYNLONTA, the Company accounted for the second tranche of convertible loans amounting to USD 50 million issued on May 17, 2021 as comprising two separate components: an embedded conversion option derivative and a loan.

Valuation of derivative embedded in second tranche

Upon receipt of FDA approval of ZYNLONTA, the Company used an independent valuation firm to assist in calculating the initial fair value of the entire instrument, including the embedded conversion option derivative. The fair value of the embedded conversion option derivative component was based on the mean of values derived from application of the Hull and Goldman Sachs convertible bond pricing models. Key inputs for the subsequent valuation of the embedded conversion option derivative as of March 31, 2022 and December 31, 2021, including both components described above, were as follows:

	As of
	March 31, 2022		December 31, 2021
Exercise price in USD (1)	28.07		28.07
Forced conversion price, in USD (2)	77.19		77.19
Share price in USD	14.69		20.20
Risk-free interest rate	2.4	%	1.0	%
Expected volatility	76	%	77	%
Expected term	37 months		40 months
Dividend yield	—		—
Recovery rate	5	%	5	%
Implied bond yield	10.3	%	8.8	%

(1) The conversion price for the second tranche of convertible notes is the lesser of (i) 150% of the IPO price and (ii) 120% of the average of the volume-weighted average prices of the Company’s common shares on each of the 15 trading days immediately prior to the disbursement date of the second tranche, but in no event less than a floor equal to 81% of the IPO price. The conversion price for the second tranche of the convertible notes as of March 31, 2022 and December 31, 2021 was based on 120% of the average of the volume-weighted average process of the Company’s shares on each of the 15 trading days prior to the disbursement date.

During the three months ended March 31, 2022, the Company recognized income of KUSD 6,337 as a result of changes in the fair value of the embedded derivative. The fair value of the embedded derivative associated with the second tranche was KUSD 8,385 as of March 31, 2022. There was no income or expense recognized as a result of changes in the fair value of the embedded derivative during the three months ended March 31, 2021 as the second tranche was drawn down on May 17, 2021. The fair value of the embedded derivative associated with the second tranche was KUSD 14,721 as of December 31, 2021. The decrease in fair value of the embedded derivative is primarily due to the decrease in the fair value of the underlying shares from December 31, 2021 to March 31, 2022.

Convertible loan

The loan bears interest at a rate of 5.95% per annum, based on a 360-day year, with interest payable quarterly in arrears commencing on July 1, 2021. For the three months ended March 31, 2022, the Company recorded interest expense related to the interest payable on the convertible loan (net of the value of the embedded conversion option derivative) in the amount of KUSD 803, based on the implied effective interest rate, which was computed at inception at 6.7%. There was no interest expense for the three months ended March 31, 2021 as the second tranche was drawn down in May 2021.

As described above, the Company used an independent valuation firm to assist in calculating the initial fair value of the entire instrument, including both components. The convertible loan is subsequently measured at its amortized cost in accordance with IFRS 9. The amount at which the convertible loan is presented as a liability in the unaudited condensed consolidated interim balance sheet represents the net present value of all future cash outflows associated with the loan

discounted at the implied effective interest rate. The net present value of those cash outflows occurring within 12 months of the balance sheet date discounted at the same rate is presented as a short-term liability. The remainder of the amount is presented as a long-term liability. The carrying value of the convertible loan was KUSD 50,880 as of March 31, 2022, of which KUSD 2,935 was the current portion of the liability. The carrying value of the convertible loan was KUSD 50,854 as of December 31, 2021, of which KUSD 2,944 was the current portion of the liability.

15.Share-based compensation

Equity Incentive Plan 2019

In November 2019, the Company adopted the Equity Incentive Plan 2019. Under the Equity Incentive Plan 2019, the Company may at its discretion grant to plan participants, such as directors, certain employees and service providers, awards in the form of restricted shares and restricted share units (“RSUs”), share options, share appreciation rights, performance awards and other share-based awards. The Company has reserved 13,820,000 common shares for future issuance under the Equity Incentive Plan 2019 (including share-based equity awards granted to date less awards forfeited). As of March 31, 2022, the Company has 4,141,435 common shares available for the future issuance of share-based equity awards. On March 7, 2022, the Company issued its annual equity award, which was approved by the Compensation Committee of the Board of Directors and consisted of 1,867,076 share options and 570,340 RSUs. As of March 31, 2022, the Company has only granted share options, RSUs and performance awards under the Equity Incentive Plan 2019.

As of March 31, 2022, the cumulative amount recorded as an increase to Other Reserves within equity in the unaudited condensed consolidated interim balance sheet of the Equity Incentive Plan 2019 was KUSD 109,376. An amount of KUSD 512 was withheld for tax charges during the three months ended March 31, 2022. The amount of expense for all awards recognized for services received during the three months ended March 31, 2022 and 2021 were KUSD 13,910 and KUSD 13,951, respectively.

Share Options

Pursuant to the Equity Incentive Plan 2019, the Company may grant share options to its directors, certain employees and service providers working for the benefit of the Company at the time. The exercise price per share option is set by the Company at the fair market value of the underlying common shares on the date of grant, as determined by the Company, which is generally the closing share price of the Company’s common shares traded on the NYSE. The awards generally vest 25% on the first anniversary of the date of grant, and thereafter evenly on a monthly basis over the subsequent three years. The contractual term of each share option award granted is ten years. Under the grant, the options may be settled only in common shares of the Company. Therefore, the grants of share options under the Equity Incentive Plan 2019 have been accounted for as equity-settled under IFRS 2. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated interim statement of operations and a corresponding increase to Other Reserves within equity on the unaudited condensed consolidated interim balance sheet.

The expense recognized for services received during the three months ended March 31, 2022 and 2021 is KUSD 10,515 and KUSD 12,692, respectively.

The following table summarizes the share option awards outstanding as of March 31, 2022:

	Average strike price per share in USD	Number of awards	Weighted average remaining life<br>in years
December 31, 2021	27.23	6,640,200	8.70
Granted	14.39	2,062,058	9.90
Forfeited	28.33	(272,752)	N/A
March 31, 2022	24.05	8,429,506	8.79

Awards outstanding as of March 31, 2022 and December 31, 2021, expire through 2032. The options granted during 2022 include the Company’s annual equity award discussed above. The grant-date fair value of the options relating to the annual equity awards was USD 8.85 per share. As of March 31, 2022, 2,741,045 awards are vested and exercisable out of the total

outstanding awards of 8,429,506 common shares. The weighted average strike price and weighted average remaining life for vested and exercisable awards is USD 25.70 and 8.21 years, respectively.

The fair values of the options granted were determined on the date of the grant using the Black-Scholes option-pricing model. The Company used an independent valuation firm to assist in calculating the fair value of the award grants per participant.

The fair values of the options granted during the three months ended March 31, 2022 were determined on the date of the grant using the following assumptions:

	Three Months Ended	Three Months Ended
	March 31, 2022	March 31, 2021
Share price, in USD	14.00 - 19.69	27.32 - 32.22
Strike price, in USD	14.00 - 19.69	27.32 - 32.22
Expected volatility	70%	85%
Award life	6.08	5.5 - 6.08
Expected dividends	—	—
Risk-free interest rate	1.46% - 1.73%	0.51% - 1.12%

The expected volatility was based on the Company’s historical volatility and selected volatility determined by median values observed among other comparable public companies. The expected volatility utilized after FDA approval of ZYNLONTA decreased from those used prior to FDA approval due to a change in the peer group. Prior to FDA approval, the Company utilized a peer group primarily comprised of clinical-stage companies. Upon receipt of FDA approval, the Company updated the peer group to primarily comprise of commercial-stage companies, which lowered the expected volatility assumption.

The award life is based on the time interval between the date of grant and the date during the ten-year life after which, when making the grant, the Company expected on average that participants would exercise their options.

RSUs

Pursuant to the Equity Incentive Plan 2019, the Company may grant RSUs to its directors, certain employees and service providers working for the benefit of the Company at the time. The awards generally vest annually over a period of three years commencing on the first anniversary of the date of grant. Under the grant, the RSUs may be settled only in common shares of the Company. Therefore, the grants of RSUs under the Equity Incentive Plan 2019 have been accounted for as equity-settled under IFRS 2. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated interim statement of operations and a corresponding increase to Other Reserves within equity on the unaudited condensed consolidated interim balance sheet.

The expense recognized for services received during the three months ended March 31, 2022 and 2021 is KUSD 3,395 and KUSD 1,259.

	Number of awards	Weighted average grant date fair value
December 31, 2021	663,055	30.95
Granted	579,636	14.10
Vested	(137,908)	28.70
Forfeited	(48,833)	N/A
March 31, 2022	1,055,950	22.17

The RSUs granted during 2022 include the annual equity award discussed above.

Share-based Compensation Reserves

The movement in the Share-based Compensation Reserves (included in Other reserves within equity) is as follows:

	Three months ended
(in KUSD)	March 31, 2022	March 31, 2021
Equity Incentive Plan 2019 - Share Options	10,515	12,692
Equity Incentive Plan 2019 - RSUs	3,395	1,259
Tax and social charge deductions - Incentive Plan 2019	(512)	—
Total	13,398	13,951

16.Deferred royalty obligation

On August 25, 2021, the Company entered into a royalty purchase agreement with HCR for up to USD 325.0 million of which the Company received gross proceeds of USD 225.0 million during 2021 and is eligible to receive an additional USD 100.0 million upon the occurrence of certain commercial milestones.

The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement.

(in K)
January 1, 2022
Less: royalty payments
Plus: interest expense
Less : cumulative catch-up adjustment, Financial income
March 31, 2022
January 1, 2021
Proceeds from the sale of future royalties
Less: transaction costs
Less: royalty payments
Plus: interest expense
Plus: cumulative catch-up adjustment, Financial expense
December 31, 2021

All values are in US Dollars.

The Company recorded a liability relating to the initial gross proceeds received less transaction costs. The Company will record additional liabilities upon the receipt of eligible amounts when such contingent events occur. To determine the accretion of the liability related to the deferred royalty obligation, the Company is required to estimate the total amount of future royalty payments and estimated timing of such payment to HCR based on the Company's revenue projections. Based on the Company's initial revenue projections, the Company used an independent valuation firm to assist in determining the total amount of future royalty payments and estimated timing of such payment to HCR using an option pricing Monte Carlo simulation model. The amount ultimately received by the Company will be accreted to the total amount of the royalty payments necessary to extinguish the Company’s obligation under the agreement, which will be recorded as interest expense over the life of the royalty purchase agreement. The estimate of this total interest expense resulted in an effective interest rate of 10%. As royalty payments are made to HCR, the balance of the debt obligation will be effectively repaid over the life of the royalty purchase agreement.

Based on the Company's periodic review, the exact amount and timing of repayment is likely to be different each reporting period as compared to those estimated based on the Company's initial revenue projections. A significant increase or decrease in actual net sales of ZYNLONTA compared to the Company’s revenue projections, and regulatory approval and commercialization of Cami, as well as ZYNLONTA in other indications as well as licensing revenue could change the royalty rate and royalty cap due to HCR, which could materially impact the debt obligation as well as interest expense associated with the royalty purchase agreement. Also, the Company’s total obligation to HCR can vary depending on the

achievement of the sales milestones as well as the timing of a change in control event. The Company will periodically assess the expected payments to HCR based on its underlying revenue projections and to the extent the amount or timing of such payments is materially different than its initial estimates it will record a cumulative catch-up adjustment.

Based on the Company's 2022 strategic planning decisions including updated development plans, the Company updated the valuation model which resulted in a cumulative catch-up adjustment of KUSD 18,288 recorded as Financial income within the unaudited condensed consolidated interim statement of operations for the three months ended March 31, 2022. Under the cumulative catch-up method, the effective interest rate is not revised when actual or estimated net sales differ from those estimated as of the inception of the debt obligation. Instead, the carrying amount of the debt obligation is adjusted to an amount equal to the present value of the estimated remaining future payments, discounted by using the original effective interest rate, 10%, as of the date on which the estimate changes.

17.Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

A.T. Holdings II Sàrl (“AT Holdings II”) is a shareholder in the Company. AT Holdings II is in turn ultimately wholly owned by Auven Therapeutics Holdings, L.P. (“ATH”), a limited partnership registered in the British Virgin Islands. ATH’s General Partner is Auven Therapeutics General L.P., which itself is a limited partnership whose General Partner is Auven Therapeutics GP Ltd. The manager of ATH is Auven Therapeutics Management L.L.L.P. (“ATM”).

Based on the Company’s contribution and equity interest in Overland ADCT BioPharma, certain of the Company’s employees serve on its board of directors.

Services provided by the Company to related parties

The Company provides registered office and other simple administrative services to three subsidiaries of ATH. The amounts invoiced for the three months ended March 31, 2022 and recovered through G&A expenses, amounted to KUSD 1 (three months ended March 31, 2021: KUSD 1).

As contemplated by the license agreement with Overland ADCT BioPharma, Overland ADCT BioPharma has elected to participate in certain of the Company’s global clinical trials, in exchange for which it reimburses the Company for a portion of the cost of those trials. Overland ADCT BioPharma also reimburses the Company for certain expenses in connection with technology transfer and assistance of clinical personnel. During the three months ended March 31, 2022, the Company incurred KUSD 320 of clinical trial and service costs to be reimbursed by Overland ADCT BioPharma, which is recorded as a reduction of R&D expenses in the Company’s unaudited condensed consolidated interim statement of operations (three months ended March 31, 2021: nil).

In addition, the Company entered into a supply agreement with Overland ADCT BioPharma whereby the Company provides Overland ADCT BioPharma clinical supply for use in trials. For the three months ended March 31, 2022, KUSD 45 of clinical supply was provided to Overland ADCT BioPharma which is recorded as a reduction of R&D expenses in the Company’s unaudited condensed consolidated interim statement of operation. There were no such sales to Overland ADCT BioPharma during the three months ended March 31, 2021.

Related party balances

The Company had a related party receivable balance with Overland ADCT BioPharma of KUSD 1,031 and KUSD 789 as of March 31, 2022 and December 31, 2021, respectively. There were no trade accounts payable with related parties as of March 31, 2022 and December 31, 2021.

Key management compensation

The compensation of key management is shown below:

	Three months ended March 31,
(in KUSD)	2022	2021
Salaries and other short-term employee costs	2,144	2,032
Pension costs	133	134
Share-based compensation expense	5,574	5,217
Other compensation	10	13
Total	7,861	7,396

18.Loss per share

	Three Months Ended March 31,
(in KUSD, except per share amounts)	2022	2021
Loss attributable to owners	(16,661)	(51,527)
Weighted average number of shares outstanding	76,821,726	76,721,667
Basic and diluted loss per share	(0.22)	(0.67)

For the three months ended March 31, 2022 and 2021, basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the Equity Incentive Plan 2019, as the effect of including those shares would be anti-dilutive.

Potentially dilutive securities that were not included in the diluted per share calculations because the effect of including them would be anti-dilutive were as follows:

	Three Months Ended March 31,
	2022	2021
Equity Incentive Plan 2019 - Share Options	7,179,859	4,683,132
Equity Incentive Plan 2019 - RSUs	793,791	195,773
Conversion of the principal amount of convertible loans into the Company’s common shares	4,412,840	2,631,579
	12,386,490	7,510,484

19.Events after the reporting date

The Company has evaluated its subsequent events through May 9, 2022, the date the unaudited condensed consolidated interim financial statements were available to be issued, and has concluded that there are no subsequent events requiring disclosure in these unaudited condensed consolidated interim financial statements.

Document

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations. You should read this discussion and analysis in conjunction with our unaudited condensed consolidated interim financial statements, including the notes thereto, as of and for the three months ended March 31, 2022 included as Exhibit 99.1 to the Report on Form 6-K to which this discussion and analysis is included as Exhibit 99.2. You should also read this discussion and analysis in conjunction with our audited consolidated financial statements, including the notes thereto, included in our annual report on Form 20-F for the year ended December 31, 2021.

Our unaudited condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Our audited consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The terms “dollar,” “USD” or “$” refer to U.S. dollars and the term “Swiss franc” and “CHF” refer to the legal currency of Switzerland, unless otherwise indicated. We have made rounding adjustments to some of the figures included in this discussion. Accordingly, any numerical discrepancies in any table between totals and sums of the amounts listed are due to rounding.

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

Overview

We are a commercial-stage biotechnology company improving the lives of cancer patients with our next-generation, targeted antibody drug conjugates (“ADCs”) for patients with hematologic malignancies and solid tumors. We develop our ADCs by applying our decades of experience in this field and using next-generation pyrrolobenzodiazepine (“PBD”) technology to which we have proprietary rights for our targets. By leveraging our R&D strengths, our disciplined approach to target selection and our preclinical and clinical development strategy, we have created a diverse and balanced portfolio and research pipeline. Our hematology franchise comprises one approved product (ZYNLONTA, formerly known as loncastuximab tesirine or Lonca) and two clinical-stage product candidates, camidanlumab tesirine (“Cami” and previously known as ADCT-301) and ADCT-602. Our solid tumor franchise comprises three clinical-stage product candidates, Cami, ADCT-601 (mipasetamab uzoptirine) and ADCT-901, and two preclinical product candidates, ADCT-701 and ADCT-212.

Our flagship product, ZYNLONTA, received accelerated approval from the FDA on April 23, 2021 for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after two or more lines of systemic therapy, including diffuse large B-cell lymphoma (“DLBCL”) not otherwise specified, DLBCL arising from low-grade lymphoma, and also high-grade B-cell lymphoma. The broad patient population included in the label is a key point of differentiation for ZYNLONTA. In a pivotal Phase 2 clinical trial for the treatment of relapsed or refractory DLBCL, ZYNLONTA demonstrated significant clinical activity across a broad population of heavily pre-treated patients, achieving a 48.3% overall response rate (“ORR”) and a 24.8% complete response rate (“CRR”), while maintaining a manageable tolerability profile. The trial included a broad spectrum of heavily pre-treated patients (median three prior lines of therapy) with difficult-to-treat disease, including patients with high-grade B-cell lymphoma and patients who did not respond to first-line therapy, patients refractory to all prior lines of therapy, patients with double/triple hit genetics and patients who had stem cell transplant and CAR-T therapy prior to their treatment with ZYNLONTA. In the most recent data cut as of March 1, 2021, patients who received ZYNLONTA had a median duration of response (“DoR”) of 13.4 months for all responders, and the median DoR was not reached for patients with a complete response. We believe that ZYNLONTA has a current addressable patient population of approximately 6,000 patients in the United States, and our experienced commercial organization is striving to unlock this market opportunity by engaging physicians regarding ZYNLONTA’s differentiated product profile. ZYNLONTA was added to the NCCN Clinical Practice Guidelines for Oncology (NCCN Guidelines) with a Category 2A recommendation for third-line-plus DLBCL patients, which reflects the broad label and the differentiated profile of ZYNLONTA.

We are committed to providing global access to ZYNLONTA to patients who may benefit from treatment. In Europe, our Marketing Authorisation Application (“MAA”) for ZYNLONTA for the treatment of relapsed or refractory DLBCL has been validated by the European Medicines Agency (“EMA”), which enables the evaluation process by the EMA’s Committee for Medicinal Products for Human Use (“CHMP”) to begin. On September 13, 2021, we received Orphan Drug Designation in the

European Union for ZYNLONTA for the treatment of DLBCL. Orphan Drug Designation was granted by the European Commission based on a positive opinion issued by the EMA Committee for Orphan Medicinal Products. In China, our joint venture with Overland Pharmaceuticals, Overland ADCT BioPharma (CY) Limited, is continuing to advance the development of ZYNLONTA and has dosed the first patient in a pivotal Phase 2 clinical trial of ZYNLONTA for the treatment of relapsed or refractory DLBCL in China. This local pivotal study mirrors our ongoing global pivotal Phase 2 clinical trial of ZYNLONTA and its results are intended to support the potential registration of ZYNLONTA in China. In Japan, we entered an exclusive license agreement with Mitsubishi Tanabe Pharma Corporation (“MTPC”) for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in January 2022.

In addition, to further expand the market opportunity for ZYNLONTA and maximize its commercial potential, we are conducting LOTIS-5, a confirmatory Phase 3 clinical trial of ZYNLONTA in combination with rituximab that, if successful, we believe will serve as the basis for a supplemental BLA (“sBLA”) for ZYNLONTA for the treatment of relapsed or refractory DLBCL in second-line transplant-ineligible patients. We have completed the safety-run in portion of this trial with 20 patients dosed, and we are now enrolling the randomized phase of the trial. The combination appears to be well tolerated, we did not observe any new safety events and the initial data suggests the agents are additive in terms of efficacy. In addition, we are planning to initiate a frontline study of ZYNLONTA combined with rituximab in unfit or frail patients who are not eligible for R-CHOP in the second half of 2022. Finally, we are initiating a Phase 1 clinical trial of ZYNLONTA in multiple combinations in NHL in the first half of 2022.

Our next clinical-stage product candidate, Cami, has demonstrated significant clinical activity across a broad population of heavily pre-treated patients with Hodgkin Lymphoma (“HL”), while maintaining a tolerability profile that we believe is manageable. We are evaluating Cami in a 117-patient pivotal Phase 2 clinical trial for the treatment of relapsed or refractory HL, for which we completed enrollment in January 2021 and have completed the 12-month follow-up stage of the trial. Patients had a median of six lines of prior systemic therapy. As of March 26, 2021, interim data from 101 evaluable patients showed a 66.3% ORR and a 27.7% CRR. No new safety signals were identified in the most recent data cut. Seven patients (6.0%) developed Guillain-Barre syndrome/polyradiculopathy, which is consistent with the incidence in the Phase 1 trial for Hodgkin lymphoma patients. We believe that this clinical trial, if successful, will support a BLA submission. We plan to have a pre-BLA meeting with the FDA in the second half of 2022. We are also evaluating Cami in a Phase 1b clinical trial as a novel immuno-oncology approach for the treatment of various advanced solid tumors. This clinical trial is currently enrolling patients and evaluates Cami in combination with pembrolizumab, a checkpoint inhibitor, to better understand its potential as both a monotherapy and in combination.

Impact of the COVID-19 Pandemic

As the COVID-19 pandemic continues to evolve, we believe its impact to our operations, operating results, cash flows, liquidity and financial condition will be primarily driven by its severity and duration, its impact on the U.S. and global economies and the timing, the availability, acceptance and effectiveness of vaccines and treatments, particularly against emerging variants of the novel coronavirus, and the scope and effectiveness of national and local governmental responses to the pandemic. Those primary drivers are beyond our knowledge and control, and as a result, the ultimate impact of the COVID-19 pandemic on our results of operations, cash flows and financial position for the remainder of 2022 and thereafter cannot be reasonably predicted. We are conducting our operations in compliance with official guidance and containment measures related to the pandemic, and we are working proactively with our partners and other stakeholders to take steps to mitigate any negative impact of the COVID-19 pandemic on our operations. Our employees are meeting with investigators and site staff in person as allowed by institutions.

•Clinical Programs: To date, we have not experienced any material impact of the COVID-19 pandemic on our clinical trial enrollment, timelines or expenses. We have seen some increase in the time to activate new sites for trials that are in the start-up phase, but site activation timelines are expected to improve when the pandemic recedes in areas of the world where we are running our programs. We continue to work with sites to accelerate start-up activities, as delays in site activations may eventually impact the overall timelines and expenses of our trials. We continue to closely monitor the potential effect of the COVID-19 pandemic on our clinical trials, as well as the supply of our clinical-stage product candidates and will work closely with our clinical trial sites, contract research organizations and contract manufacturing partners to mitigate any such impact. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

•Commercial Launch of ZYNLONTA: We have built our launch plans for ZYNLONTA specifically to mitigate to the best of our ability the impact of the ongoing COVID-19 pandemic. Our Commercial and Medical Affairs teams prepared for a hybrid launch. Recently, variants of the novel coronavirus have negatively impacted our ability to have face-to-face interactions with physicians, which we believe is a key pillar of our continued success in driving the

adoption of ZYNLONTA through ongoing dialogs with the healthcare provider community on ZYNLONTA's differentiated product profile. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

Recent Transactions

License Agreement with Mitsubishi Tanabe Pharma Corporation (“MTPC”)

In January 2022, we entered an exclusive license agreement with MTPC for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. Under the terms of the agreement, we received an upfront payment of USD 30 million and could receive up to an additional USD 205 million in milestone payments if certain development and commercial milestones are achieved. We will also receive royalties ranging in percentage from the high teens to the low twenties based on net sales of the product in Japan.

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
Product revenues, net	16,498	—	16,498
License revenue	30,000	—	30,000
Total revenue	46,498	—	46,498
Operating expense
Cost of product sales	(529)	—	(529)
Research and development expenses	(48,952)	(39,172)	(9,780)
Selling and marketing expenses	(18,370)	(13,911)	(4,459)
General and administrative expenses	(19,011)	(17,582)	(1,429)
Total operating expense	(86,862)	(70,665)	(16,197)
Loss from operations	(40,364)	(70,665)	30,301
Other income (expense)
Financial income	18,308	15	18,293
Financial expense	(9,217)	(2,000)	(7,217)
Non-operating income (expense) (1)	13,442	21,230	(7,788)
Total other (expense) income	22,533	19,245	3,288
Loss before taxes	(17,831)	(51,420)	33,589
Income tax benefit (expense)	1,170	(107)	1,277
Net loss	(16,661)	(51,527)	34,866

(1) Prior to December 31, 2021, individual components of Non-operating income (expense) were reported separately within the statement of operations. Prior periods have been recast to conform to the current period presentation. See Note 8, “Non-operating income (expense)” to the unaudited condensed consolidated interim financial statements for further information.

Notable items other than revenue from product sales and license revenue impacting the results of operations for the three months ended March 31, 2022 and 2021 included:

		Three Months Ended March 31,
in KUSD	P&L Classification	2022	2021	Change
Share-based compensation	Research and development (“R&D”) expenses	4,944	2,869	2,075
Share-based compensation	Selling and marketing (“S&M”) expenses	2,038	1,961	77
Share-based compensation	General and administrative (“G&A”) expenses	6,928	9,121	(2,193)
Fair value adjustment of Facility Agreement derivatives	Convertible loans, derivatives, <br>change in fair value income	15,855	21,169	(5,314)
Share of Overland ADCT BioPharma net loss	Share of results with joint <br>venture	2,502	527	1,975
Effective interest on the first and second tranche convertible loans	Financial expense	3,022	1,982	1,040
Cumulative catch-up adjustment of deferred royalty obligation	Financial income	18,288	—	18,288
Accretion expense of deferred royalty obligation	Financial expense	6,142	—	6,142

Revenue

Product revenue

On April 23, 2021, we received FDA regulatory and marketing approval for ZYNLONTA for the treatment of relapsed or refractory DLBCL and launched in the U.S. shortly thereafter. To date, our only source of product revenue, which commenced during May 2021, has been from sales of ZYNLONTA. During the three months ended March 31, 2022, Product revenues, net were USD 16.5 million. Our revenue may fluctuate from period to period based on a number of factors including, but not limited to, patient demand, as well as the timing, dose and duration of patient therapy and customers’ buying patterns, including their building of inventory. Our revenues for the three months ended March 31, 2022 were unfavorably impacted by a modest fourth quarter customer inventory build and fewer new patient starts in the DLBCL market during the quarter, which was exacerbated by the Omicron surge.

License revenue

On January 18, 2022, we entered into an exclusive license agreement with MTPC for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. Under the terms of the agreement, we received an upfront payment of USD 30 million, which was recorded as license revenue within the unaudited condensed consolidated interim statement of operations. See note 5, "Revenue recognition" to the unaudited condensed consolidated interim financial statements for further information.

Cost of sales

Cost of product sales for the three months ended March 31, 2022 was USD 0.5 million, which primarily consisted of direct and indirect costs relating to the manufacture of ZYNLONTA from third-party providers of manufacturing, distribution and logistics services, intangible asset amortization expense, and royalties paid to a collaboration partner based on net product sales of ZYNLONTA. There was no Cost of product sales during the three months ended March 31, 2021.

R&D expenses

The following table summarizes our R&D expenses for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
External costs 1	29,168	24,306	4,862
Employee expense 2	19,784	14,866	4,918
R&D expenses	48,952	39,172	9,780

1 Includes depreciation expense

2 Includes share-based compensation expense

Our R&D expenses increased to USD 49.0 million for the three months ended March 31, 2022 from USD 39.2 million for the three months ended March 31, 2021, an increase of USD 9.8 million, or 25.0%. Employee expense increased to USD 19.8 million due to higher employee headcount and share-based compensation expense, which was USD 4.9 million. R&D expenses increased due to clinical activities as we continued to expand the potential market opportunities for ZYNLONTA in earlier lines of therapy and new histologies, advance Cami to support a BLA submission and build our pipeline. External costs increased primarily as a result of higher chemistry, manufacturing and controls (“CMC”) expense for Cami and a preclinical program as various manufacturing activities to support clinical activities occurred in during the three months ended March 31, 2022.

The following table summarizes our R&D expenses for our major development programs for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
ZYNLONTA	22,624	20,815	1,809
Cami	10,678	9,677	1,001
ADCT-602	360	569	(209)
ADCT-601	3,011	2,252	759
ADCT-901	1,602	2,328	(726)
Preclinical product candidates and research pipeline	7,948	1,907	6,041
Not allocated to specific programs	2,729	1,624	1,105
R&D expenses	48,952	39,172	9,780

R&D expenses for our major development programs will fluctuate from period to period primarily due to the nature and timing associated with the various lifecycle stages of each program, including but not limited to early R&D activities; manufacturing of clinical drug product; clinical trial activity; costs associated with the regulatory approval process; and manufacturing costs associated with commercialization activities prior to the receipt of regulatory approval.

The increase in R&D expenses related to ZYNLONTA was primarily due to higher expenses associated with clinical trial activity due to new studies initiated. This increase was partially offset by lower CMC expense due to the absence of pre-launch commercial supply activities that were performed during the three months ended March 31, 2021.

The increase in R&D expenses related to Cami was primarily due to higher personnel costs and CMC expenses as various development activities to support ongoing clinical trial activity occurred during the three months ended March 31, 2022. This increase was partially offset by a decrease in clinical trial activity due to the timing of patient enrollment for the pivotal Phase 2 clinical trial for the treatment of HL which completed during the three months ended March 31, 2022.

The increase in R&D expenses related to Preclinical product candidates and research pipeline was primarily due to higher expenses related to IND-enabling work for ADCT-212 and the continued advancement of our preclinical pipeline during the three months ended March 31, 2022.

S&M expenses

The following table summarizes our S&M expenses for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
External costs 1	8,911	5,290	3,621
Employee expense 2	9,459	8,621	838
S&M expenses	18,370	13,911	4,459

1 Includes depreciation expense relating to Property, plant and equipment. All other depreciation expense was not material for the three months ended March 31, 2021.

2 Includes share-based compensation expense

Our S&M expenses increased to USD 18.4 million for the three months ended March 31, 2022 from USD 13.9 million for the three months ended March 31, 2021, an increase of USD 4.5 million, or 32.1%. External costs increased primarily as a result of higher professional expenses relating to the commercial launch of ZYNLONTA.

G&A expenses

The following table summarizes our G&A expenses for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
External costs 1	7,639	4,733	2,906
Employee expense 2	11,372	12,849	(1,477)
G&A expenses	19,011	17,582	1,429

1 Includes depreciation expense

2 Includes share-based compensation expense

Our G&A expenses increased to USD 19.0 million for the three months ended March 31, 2022 from USD 17.6 million for the three months ended March 31, 2021, an increase of USD 1.4 million, or 8.1%, primarily due to higher professional fees associated with the license agreement entered into with MTPC. Employee expense for the three months ended March 31, 2022 decreased to USD 11.4 million primarily as a result of lower share-based compensation expense partially offset by higher headcount.

Other income

The following table summarizes our other income for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
in KUSD	2022	2021	Change
Financial income	18,308	15	18,293
Financial expense	(9,217)	(2,000)	(7,217)
Non-operating income	13,442	21,230	(7,788)
Total other income	22,533	19,245	3,288

Financial income

Our financial income increased to USD 18.3 million for the three months ended March 31, 2022 from KUSD 15 for the three months ended March 31, 2021. The increase was primarily related to the cumulative catch-up adjustment to the deferred royalty obligation with HCR based on the Company's 2022 strategic planning decisions including updated development plans and updated valuation model. See note 16, “Deferred royalty obligation” to the unaudited condensed consolidated interim financial statements.

Financial expense

Our financial expense increased to USD 9.2 million for the three months ended March 31, 2022 from USD 2.0 million for the three months ended March 31, 2021. The increase was primarily due to interest expense related to the accretion of our deferred royalty obligation with HCR and the interest on the convertible loans, calculated at their respective implied effective interest rate. Financial expense for the three months ended March 31, 2021 did not include interest expense relating to the deferred royalty obligation with HCR as the transaction was entered into during August 2021 or the interest expense on second tranche of the convertible loans as it was drawn down in May 2021. These expenses are explained in note 16, “Deferred royalty obligation” and note 14, “Convertible loans”, respectively, to the unaudited condensed consolidated interim financial statements.

Non-operating income (expense)

Convertible loans, derivatives, change in fair value income (expense)

Changes in convertible loans, derivatives, change in fair value was income of USD 15.9 million and USD 21.2 million for the three months ended March 31, 2022 and 2021, respectively. Pursuant to the Facility Agreement with Deerfield, we drew down the first and second tranches of the convertible loans amounting to USD 65 million and USD 50 million on May 19, 2020

and May 17, 2021, respectively. Changes in our derivative fair values are explained in note 14, “Convertible loans”, to the unaudited condensed consolidated interim financial statements.

Share of Results with Joint Venture

We recorded our proportionate share of Overland ADCT BioPharma’s net loss of USD 2.5 million and USD 0.5 million for the three months ended March 31, 2022 and 2021, respectively. See note 12, “Interest in joint venture” within the notes to the unaudited condensed consolidated interim financial statements for further details.

Exchange differences

Due to our international operations, we are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to British pounds, Euros and Swiss francs. Our exchange differences represent gain or (loss) based on favorable or unfavorable changes in foreign currencies. Favorable changes in foreign currencies resulted in a gain of USD 0.1 million for the three months ended March 31, 2022, as compared to gain of USD 0.4 million for the three months ended March 31, 2021.

R&D Tax Credit

We recognize amounts received and receivable by our subsidiary, ADC Therapeutics (UK) Limited, under the United Kingdom’s R&D Expenditure Credit scheme. For the three months ended March 31, 2022 and 2021, we recognized income of KUSD 8 and KUSD 194, respectively, in connection with our R&D tax credits. See note 8, “Non-operating income (expense)” within the unaudited condensed consolidated interim financial statements for further details.

Income tax expense

We recorded an income tax benefit of KUSD 1,170 and income tax expense of KUSD 107 three months ended March 31, 2022 and 2021, respectively. On the basis of our projections of future taxable income, we recognized KUSD 3,856 of a deferred income tax benefit related to R&D tax credits and temporary differences related to our U.S. subsidiary during the three months ended March 31, 2022. The net income tax benefit recorded is primarily the result of current income tax benefit derived in the U.S. from its foreign-derived intangible income deduction. This benefit reduces our effective rate from the statutory rate of 21% in the U.S. We did not recognize any deferred tax assets during the three months ended March 31, 2021 as we had not yet received approval of ZYNLONTA. Our current income tax expense was KUSD 2,686 and KUSD 107 for the three months ended March 31, 2022 and 2021, respectively, and is primarily due to our internal arrangements to reimburse our foreign subsidiaries in the U.S. and the United Kingdom for the services they render to Switzerland. Commercial sales in the U.S. also contributed to the current period income tax expense. Ultimately, the net profit at each subsidiary is subject to local income tax.

In estimating future taxable income, management develops assumptions including the amount of future net revenue and pre-tax operating income and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying business. Management notes that its projections of future taxable profits rely on currently enacted law and are subject to revision if the U.S. legislates new tax law. As such, changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. We record the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows.

Liquidity and Capital Resources

Since inception, we have incurred significant net losses. To date, we have financed our operations primarily through equity financings, including our initial public offering and follow-on offering, convertible debt financings, and additional funds provided by collaborations and royalty financings. As of March 31, 2022, we had cash and cash equivalents of USD 430.9 million. We have an at-the-market (“ATM”) offering program, pursuant to which we may sell our common shares with an aggregate offering price of up to USD 200.0 million. There have been no shares sold under the ATM program to date.

Our primary uses of capital are, and we expect will continue to be, R&D expenses, S&M expenses, compensation and related expenses, interest payments on debt obligations and other operating expenses. We expect to incur substantial expenses in connection with the advancement of clinical trials, including pivotal and confirmatory clinical trials, regulatory submissions for our products, product candidates and research pipeline, and the commercialization of ZYNLONTA. Cash used to fund operating expenses is impacted by the timing of when we pay expenses, as reflected in the change in our outstanding accounts

payable and accrued expenses, as well as the timing of collecting receivables from the sale of ZYNLONTA and paying royalties related to our deferred royalty obligation.

We plan to continue to fund our operating needs through our existing cash and cash equivalents, revenues from the sale of ZYNLONTA, potential milestone and royalty payments under our licensing agreements and additional equity financings, debt financings and/or other forms of financing, as well as funds provided by collaborations.

We are also continuously engaged in discussions to establish value-maximizing strategic collaborations, business combinations, acquisitions, licensing opportunities or similar strategies for clinical development and commercialization of ZYNLONTA and/or our product candidates in various geographical markets, such as those outside of the United States and Europe.

Cash Flows

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table summarizes our cash flows for the three months ended March 31, 2022 and 2021:

(in KUSD)	Three months ended March 31,
Net cash used in:	2022	2021	Change
Operating activities	(33,882)	(55,149)	21,267
Investing activities	(1,448)	(657)	(791)
Financing activities	(258)	(297)	39
Net change in cash and cash equivalents	(35,588)	(56,103)	20,515

Net cash used in operating activities

Net cash used in operating activities decreased to USD 33.9 million for the three months ended March 31, 2022 from USD 55.1 million for the three months ended March 31, 2021, a decrease of USD 21.3 million, or 38.6%. The decrease was primarily due to the receipt of the USD 30 million upfront payment from MTPC, partially offset by increased cash expenditure in the period related to operating expenses in advancing development of our pipeline and the continued commercialization of ZYNLONTA.

Net cash used in investing activities

Net cash used in investing activities increased to USD 1.4 million for the three months ended March 31, 2022 from USD 0.7 million for the three months ended March 31, 2021, an increase of USD 0.8 million, or 120.4%. The increase was primarily due to intangible asset acquisitions as well as deposits made during the three months ended March 31, 2022, partially offset by lower capital expenditures. See note 11, “Intangible assets” to the unaudited condensed consolidated interim financial statements for further information.

Net cash provided by financing activities

Net cash provided by financing activities was USD 0.3 million for both the three months ended March 31, 2022 and 2021.

Operating Capital Requirements

We expect our expenses, including R&D, S&M, manufacturing and distribution costs, to increase in connection with our ongoing activities, particularly as we continue to commercialize ZYNLONTA, undertake confirmatory and other clinical trials for ZYNLONTA and continue the development of, and seek regulatory approval for, our product candidates. Accordingly, we may need to obtain additional funding in connection with our continuing operations. Our future capital requirements will depend on many factors, which are outlined in our Annual Report on Form 20-F for the year ended December 31, 2021 and our subsequent filings with the SEC, as well as actual versus forecast demand for ZYNLONTA.

Off-Balance Sheet Arrangements

As of March 31, 2022 and during the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

During the periods presented, there were no significant changes to our quantitative and qualitative disclosures about market risk from those described in the section in our annual report on Form 20-F for the period ended December 31, 2021 titled “Item 11. Quantitative and Qualitative Disclosures About Market Risk” with the exception of a hypothetical 10% increase (decrease) in our share price as of March 31, 2022. A hypothetical 10% increase (decrease) in our share price as of March 31, 2022 would have increased (decreased) the derivative values associated with the first tranche and second tranche by USD 2.4 million (USD 2.6 million) and USD 1.6 million (USD 1.5 million), respectively.

Critical Accounting Policies and Significant Judgments and Estimates

There have been no material changes to the significant accounting policies and significant judgments and estimates from those described in the section in our Annual Report on Form 20-F for the year ended December 31, 2021 titled “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates”, other than those described in note 2, “Basis of preparation” and note 3, “Significant accounting policies” to our unaudited condensed consolidated interim financial statements.

Recent Accounting Pronouncements

See note 3, “Significant accounting policies”, to our unaudited condensed consolidated interim financial statements for a description of recent accounting pronouncements applicable to our unaudited condensed consolidated interim financial statements.

Cautionary Statement Regarding Forward-Looking Statements

This discussion contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this discussion, including statements regarding our future results of operations and financial position, business and commercial strategy, potential market opportunities, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, 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 discussion 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 appear in a number of places in this discussion and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to 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, those identified under the section in our Annual Report on Form 20-F for the period ended December 31, 2021 titled “Item 3. Key Information—D. Risk Factors” and in our subsequent filings with the SEC. These forward-looking statements include, among others:

•our expectations regarding revenues derived from sales of ZYNLONTA;

•the commencement, timing, progress and results of our R&D programs, preclinical studies and clinical trials;

•the timing of investigational new drug application (“IND”), BLA, sBLA, marketing authorization application (“MAA”) and other regulatory submissions with the FDA, the European Medicines Agency (“EMA”) or comparable regulatory authorities in other jurisdictions;

•the proposed development pathway for ZYNLONTA and Cami, and our other product candidates, and the acceptability of the results of clinical trials for regulatory approval by the FDA, EMA or comparable regulatory authorities in other jurisdictions;

•assumptions relating to the identification of serious adverse, undesirable or unacceptable side effects related to our products and product candidates;

•the timing of and our ability to obtain and maintain regulatory approval for our product and product candidates;

•our plan for the commercialization of ZYNLONTA and, if approved, for Cami;

•the manufacture and supply of our products and product candidates;

•our expectations regarding the size of the patient populations amenable to treatment with our products and, if approved, product candidates, as well as the treatment landscape of the indications that we are targeting with our products and product candidates;

•assumptions relating to the rate and degree of market acceptance of ZYNLONTA and any other approved products;

•the pricing and reimbursement of ZYNLONTA and any other approved products;

•our ability to identify and develop additional product candidates;

•the ability of our competitors to discover, develop or commercialize competing products before or more successfully than we do;

•our competitive position and the development of and projections relating to our competitors or our industry;

•our estimates of our expenses, revenues, capital requirements and need for or ability to obtain additional financing;

•our ability to raise capital when needed in order to continue our R&D programs or commercialization efforts;

•our ability to identify and successfully enter into strategic collaborations or licensing opportunities in the future, and our assumptions regarding any potential revenue that we may generate under current or future collaborations or licensing arrangements;

•our ability to obtain, maintain, protect and enforce intellectual property protection for our products and product candidates, and the scope of such protection;

•our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of third parties;

•our expectations regarding the impact of the COVID-19 pandemic;

•our expectations regarding the impact of the current conflict between Russia and Ukraine, including resulting sanctions and changes in commodities prices, on our business and industry and the financial markets;

•our ability to attract and retain qualified key management and technical personnel;

•our expectations regarding the effectiveness of our internal controls over financial reporting; and

•our expectations regarding the time during which we will be a foreign private issuer.

These forward-looking statements speak only as of the date of this discussion and are subject to a number of risks, uncertainties and assumptions described under the section in our Annual Report on Form 20-F for the period ended December 31, 2021 entitled “Item 3. Key Information—D. Risk Factors” and in our subsequent filings with the SEC. 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. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. 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 contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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 discussion, 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.

Document

Exhibit 99.3

ADC Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Updates

Co-Founder Chris Martin transitions CEO role to industry veteran Ameet Mallik

ZYNLONTA® (loncastuximab tesirine-lpyl) net sales of $16.5 million in the first quarter of 2022

Company to host conference call today at 8:30 a.m. EDT

Lausanne, Switzerland, May 9, 2022 – ADC Therapeutics SA (NYSE: ADCT), a commercial-stage biotechnology company improving the lives of those affected by cancer with its next-generation, targeted antibody drug conjugates (ADCs) for patients with hematologic malignancies and solid tumors, today reported financial results for the first quarter ended March 31, 2022 and provided business updates.

“ZYNLONTA continues to extend its reach in the DLBCL market with its differentiated product profile and broad applicability across the 3L+ patient population. We are pleased by the team’s progress since launch in bringing ZYNLONTA to patients. Sales in the first quarter were unfavorably impacted by the customer inventory build at the end of last year and fewer new patient starts in the DLBCL market in the first quarter, which was exacerbated by the Omicron surge,” said Chris Martin, DPhil, former Chief Executive Officer of ADC Therapeutics. “We have a strong clinical development program to potentially expand ZYNLONTA’s use into earlier lines of therapy, and we are also excited about our promising portfolio of solid tumor programs. We look forward to providing updates as they become available.”

Recent Highlights and Developments

Corporate Update

•Today, Chris Martin has transitioned the role of Chief Executive Officer to Ameet Mallik. Dr. Martin will serve as a non-executive member of the Board of Directors and Chair of the Science and Technology Committee. He will also serve as an advisor to the Company for the next three months to ensure a smooth transition.

Hematology Franchise

ZYNLONTA (loncastuximab tesirine-lpyl)

•ZYNLONTA generated net sales of $16.5 million in the first quarter of 2022, reflecting a modest fourth quarter customer inventory build and fewer new patient starts in the diffuse large B-cell lymphoma (DLBCL) market in 1Q 2022, which was exacerbated by the Omicron surge.

•ZYNLONTA awareness and familiarity continues to increase and ZYNLONTA share of voice is performing well in the relapsed/refractory DLBCL market. Market share in the 3L+ setting is also increasing.

•In terms of account penetration, 96% of priority accounts have ordered ZYNLONTA since launch and 94% of National Comprehensive Cancer Network centers have ordered ZYNLONTA since launch.

•The permanent J-code for ZYNLONTA (J9359) was issued by the U.S. Centers for Medicare & Medicaid Services and took effect April 1, 2022.

•The Phase 3 LOTIS-5 trial in combination with rituximab in second-line transplant-ineligible DLBCL patients continues to enroll the randomized portion of the trial.

•The Overland ADCT BioPharma joint venture continues to make progress in China and enrollment continues in the local pivotal Phase 2 trial of ZYNLONTA in relapsed or refractory (r/r) DLBCL.

•The Company is actively engaged with its partner Mitsubishi Tanabe Pharma Corporation (MTPC) in Japan to develop ZYNLONTA in DLBCL.

Cami (camidanlumab tesirine) in Hodgkin lymphoma (HL)

•The 12-month patient follow-up in this pivotal Phase 2 trial has been completed. The Company has submitted the data to an upcoming oncology conference.

Solid Tumor Franchise

Cami (targeting CD25)

•The Company is concurrently advancing the dose escalation and a dose expansion cohort of the Phase 1b trial of Cami in combination with pembrolizumab. The Company has initiated a limited expansion at 60 µg/kg based on investigator observation of stable disease or tumor response, and the dose escalation continues at 100 µg/kg.

Upcoming Expected Milestones

Hematology Franchise

ZYNLONTA

•Continue to enroll the randomized portion of the LOTIS-5 confirmatory trial in combination with rituximab in second-line transplant-ineligible DLBCL patients

•Initiate the LOTIS-7 trial in multiple combinations in non-Hodgkin lymphoma in 1H 2022

•Initiate the LOTIS-9 trial in combination with rituximab in first-line unfit/frail DLBCL patients in 2H 2022

Cami

•Report topline results for the pivotal Phase 2 trial in HL in 1H 2022

•Meet with FDA for pre-BLA meeting in 2H 2022

ADCT-602 (targeting CD22)

•Continue to enroll the Phase 1 trial in acute lymphoblastic leukemia (ALL)

Solid Tumor Franchise

Cami (targeting CD25)

•Continue to advance the Phase 1b solid tumor trial of Cami in combination with pembrolizumab, with safety and efficacy data anticipated in 2023

ADCT-901 (targeting KAAG1)

•Continue to enroll the Phase 1 trial in multiple solid tumors, with safety and efficacy data anticipated in 2023

ADCT-601 (targeting AXL)

•Initiate the Phase 1b combination trial in multiple solid tumors in 1H 2022

ADCT-701 (targeting DLK1)

•Continue to work with the National Cancer Institute to complete preclinical studies to support an IND filing

ADCT-212 (targeting PSMA)

•Continue completion of preclinical studies to support an IND filing

First Quarter Financial Results

Product Revenue

Product revenue (net) was $16.5 million for the quarter, compared to zero for the same quarter in 2021. Net revenues are for U.S. sales of ZYNLONTA, which received accelerated approval from the FDA on April 23, 2021.

Cash and Cash Equivalents

Cash and cash equivalents were $430.9 million as of March 31, 2022, compared to $466.5 million as of December 31, 2021.

Research and Development (R&D) Expenses

R&D expenses were $49.0 million for the quarter ended March 31, 2022, compared to $39.2 million for the same quarter in 2021. R&D expense increased for the quarter ended March 31, 2022, as compared to the same quarter in 2021 as a result of increased investment in programs to evaluate ZYNLONTA in earlier lines of therapy and our broad portfolio.

Selling and Marketing (S&M) Expenses

S&M expenses were $18.4 million for the first quarter ended March 31, 2022, as compared to $13.9 million for the same quarter in 2021. The increase in S&M expenses are related to the ongoing launch of ZYNLONTA.

G&A Expenses

G&A expenses were $19.0 million for the quarter ended March 31, 2022, compared to $17.6 million for the same quarter in 2021. G&A expenses increased primarily due to professional fees associated with the MTPC license agreement in Japan.

Net Loss and Adjusted Net Loss

Net loss was $16.7 million, or a net loss of $0.22 per basic and diluted share, for the quarter ended March 31, 2022. This compares to a net loss of $51.5 million, or a net loss of $0.67 per basic and diluted share, for the same quarter in 2021.

Adjusted net loss was $27.7 million, or an adjusted net loss of $0.36 per basic and diluted share, for the quarter ended March 31, 2022. This compares to $56.8 million, or an adjusted net loss of $0.74 per basic and diluted share, for the same quarter in 2021.

The decrease in net loss and adjusted net loss for the quarter ended March 31, 2022, as compared to the same period in 2021, was primarily due to license revenue of $30 million arising from the MTPC agreement, partially offset by the increase in R&D and S&M expenses. In addition, net loss decreased for the first quarter of 2022 as a result of income arising from a cumulative catch-up adjustment associated with the valuation of the deferred obligation with Healthcare Royalty Partners, partially offset by higher interest expense associated with the Deerfield credit facility and deferred obligation, both of which are excluded from adjusted net loss.

Conference Call Details

ADC Therapeutics management will host a conference call and live audio webcast to discuss first quarter 2022 financial results and provide a company update today at 8:30 a.m. Eastern Time. To access the live call, please dial 833-303-1198 (domestic) or +1 914-987-7415 (international) and provide conference ID 6928367. A live webcast of the presentation will be available under “Events & Presentations” in the Investors section of the ADC Therapeutics website at ir.adctherapeutics.com. The archived webcast will be available for 30 days following the call.

About ZYNLONTA® (loncastuximab tesirine-lpyl)

ZYNLONTA® is a CD19-directed antibody drug conjugate (ADC). Once bound to a CD19-expressing cell, ZYNLONTA is internalized by the cell, where enzymes release a pyrrolobenzodiazepine (PBD) payload. The potent payload binds to DNA minor groove with little distortion, remaining less visible to DNA repair mechanisms. This ultimately results in cell cycle arrest and tumor cell death.

The U.S. Food and Drug Administration (FDA) has approved ZYNLONTA (loncastuximab tesirine-lpyl) for the treatment of adult patients with relapsed or refractory (r/r) large B-cell lymphoma after two or more lines of systemic therapy, including diffuse large B-cell lymphoma (DLBCL) not otherwise specified (NOS), DLBCL arising from low-grade lymphoma and also high-grade B-cell lymphoma. The trial included a broad spectrum of heavily pre-treated patients (median three prior lines of therapy) with difficult-to-treat disease, including patients who did not respond to first-line therapy, patients refractory to all prior lines of therapy, patients with double/triple hit genetics and patients who had stem cell transplant and CAR-T therapy prior to their treatment with ZYNLONTA. This indication is approved by the FDA under accelerated approval based on overall response rate and continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

ZYNLONTA is also being evaluated as a therapeutic option in combination studies in other B-cell malignancies and earlier lines of therapy.

About ADC Therapeutics

ADC Therapeutics (NYSE: ADCT) is a commercial-stage biotechnology company improving the lives of those affected by cancer with its next-generation, targeted antibody drug conjugates (ADCs). The Company is advancing its proprietary PBD-based ADC technology to transform the treatment paradigm for patients with hematologic malignancies and solid tumors.

ADC Therapeutics’ CD19-directed ADC ZYNLONTA (loncastuximab tesirine-lpyl) is approved by the FDA for the treatment of relapsed or refractory diffuse large b-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents. Cami (camidanlumab tesirine) is being evaluated in a pivotal Phase 2 trial for relapsed or refractory Hodgkin lymphoma and in a Phase 1b clinical trial for various advanced solid tumors. In addition to ZYNLONTA and Cami, ADC Therapeutics has multiple ADCs in ongoing clinical and preclinical development.

ADC Therapeutics is based in Lausanne (Biopôle), Switzerland and has operations in London, the San Francisco Bay Area and New Jersey. For more information, please visit https://adctherapeutics.com/ and follow the Company on Twitter and LinkedIn.

ZYNLONTA® is a registered trademark of ADC Therapeutics SA.

Use of Non-IFRS Financial Measures

In addition to financial information prepared in accordance with IFRS, this document also contains certain non-IFRS financial measures based on management’s view of performance including:

•Adjusted net loss

•Adjusted net loss per share

Management uses such measures internally when monitoring and evaluating our operational performance, generating future operating plans and making strategic decisions regarding the allocation of capital. We believe that these adjusted financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and facilitate operating performance comparability across both past and future reporting periods. These non-IFRS measures have limitations as financial measures and should be considered in addition to, and not in isolation or as a substitute for, the information prepared in accordance with IFRS. When preparing these supplemental non-IFRS measures, management typically excludes certain IFRS items that management does not believe are indicative of our ongoing operating performance. Furthermore, management does not consider these IFRS items to be normal, recurring cash operating expenses; however, these items may not meet the IFRS definition of unusual or non-recurring items. Since non-IFRS financial measures do not have standardized definitions and meanings, they may differ from the non-IFRS financial measures used by other companies, which

reduces their usefulness as comparative financial measures. Because of these limitations, you should consider these adjusted financial measures alongside other IFRS financial measures.

The following items are excluded from adjusted net loss and adjusted net loss per share:

Shared-Based Compensation Expense: We exclude share-based compensation expense from our adjusted financial measures because share-based compensation expense, which is non-cash, fluctuates from period to period based on factors that are not within our control, such as our stock price on the dates share-based grants are issued. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.

Certain Other Items: We exclude certain other significant items that may occur occasionally and are not normal, recurring operating expenses, cash or non-cash, from our adjusted financial measures. Such items are evaluated by management on an individual basis based on both quantitative and qualitative aspects of their nature and generally represent items that, either as a result of their nature or significance, management would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from our adjusted financial measures would be: changes in the fair value of derivatives and the effective interest expense associated with the Facility Agreement with Deerfield, and the effective interest expense and a cumulative catch-up adjustment associated with the deferred royalty obligation under the royalty purchase agreement with HealthCare Royalty Partners.

See the attached Reconciliation of IFRS Measures to Non-IFRS Measures for explanations of the amounts excluded and included to arrive at the non-IFRS financial measures for the three- month periods ended March 31, 2022 and 2021.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business and commercialization strategy, market opportunities, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, 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. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including those described in our filings with the U.S. Securities and Exchange Commission. No assurance can be given that such future results will be achieved. Such forward-looking statements contained in this document speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this press release to reflect any change in our expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

ADC Therapeutics SA

Condensed Consolidated Interim Statement of Operations (Unaudited)

(in KUSD except for share and per share data)

	For the Three Months Ended<br>March 31,
	2022	2021
Product revenues, net	16,498	—
License revenue	30,000	—
Total revenue	46,498	—
Operating expense
Cost of product sales	(529)	—
Research and development expenses	(48,952)	(39,172)
Selling and marketing expenses	(18,370)	(13,911)
General and administrative expenses	(19,011)	(17,582)
Total operating expense	(86,862)	(70,665)
Loss from operations	(40,364)	(70,665)
Other income (expense)
Financial income	18,308	15
Financial expense	(9,217)	(2,000)
Non-operating income	13,442	21,230
Total other income	22,533	19,245
Loss before taxes	(17,831)	(51,420)
Income tax benefit (expense)	1,170	(107)
Net loss	(16,661)	(51,527)
Net loss attributable to:
Owners of the parent	(16,661)	(51,527)
Net loss per share, basic and diluted	(0.22)	(0.67)

ADC Therapeutics SA

Condensed Consolidated Interim Balance Sheet (Unaudited)

(in KUSD)

	March 31,<br>2022	December 31,<br>2021
ASSETS
Current assets
Cash and cash equivalents	430,874	466,544
Accounts receivable, net	26,752	30,218
Inventory	11,838	11,122
Other current assets	18,246	17,298
Total current assets	487,710	525,182
Non-current assets
Property, plant and equipment	3,938	4,066
Right-of-use assets	6,726	7,164
Intangible assets	13,851	13,582
Interest in joint venture	38,734	41,236
Deferred tax asset	29,905	26,049
Other long-term assets	1,022	693
Total non-current assets	94,176	92,790
Total assets	581,886	617,972
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	16,453	12,080
Other current liabilities	40,411	50,497
Lease liabilities, short-term	981	1,029
Current income tax payable	6,380	3,754
Convertible loans, short-term	6,549	6,575
Total current liabilities	70,774	73,935
Non-current liabilities
Convertible loans, long-term	88,415	87,153
Convertible loans, derivatives	22,092	37,947
Deferred royalty obligation, long-term	204,104	218,664
Deferred gain of joint venture	23,539	23,539
Lease liabilities, long-term	6,614	6,994
Defined benefit pension liabilities	3,681	3,652
Total non-current liabilities	348,445	377,949
Total liabilities	419,219	451,884
Equity attributable to owners of the parent
Share capital	6,445	6,445
Share premium	981,818	981,827
Treasury shares	(119)	(128)
Other reserves	116,044	102,646
Cumulative translation adjustments	25	183
Accumulated losses	(941,546)	(924,885)
Total equity attributable to owners of the parent	162,667	166,088
Total liabilities and equity	581,886	617,972

ADC Therapeutics SA

Reconciliation of IFRS Measures to Non-IFRS Measures (Unaudited)

(in KUSD except for share and per share data)

	Three Months Ended March 31,
in KUSD (except for share and per share data)	2022	2021
Net loss	(16,661)	(51,527)
Adjustments:
Share-based compensation expense (i)	13,910	13,951
Convertible loans, derivatives, change in fair value income (ii)	(15,855)	(21,169)
Effective interest expense on convertible loans (iii)	3,022	1,982
Deferred royalty obligation interest expense (iv)	6,142	—
Deferred royalty obligation cumulative catch-up adjustment income (iv)	(18,288)	—
Adjusted net loss	(27,730)	(56,763)
Net loss per share, basic and diluted	(0.22)	(0.67)
Adjustment to net loss per share, basic and diluted	(0.14)	(0.07)
Adjusted net loss per share, basic and diluted	(0.36)	(0.74)
Weighted average shares outstanding, basic and diluted	76,821,726	76,721,667

(i)Share-based compensation expense represents the cost of equity awards issued to our directors, management and employees. The fair value of awards is computed at the time the award is granted, including any market and other performance conditions, and is recognized over the vesting period of the award by a charge to the income statement and a corresponding increase in other reserves within equity. These accounting entries have no cash impact.

(ii)Change in the fair value of the convertible loan derivatives results from the valuation at the end of each accounting period of the derivatives associated with the convertible loans. See note 14, “Convertible loans” to the unaudited condensed consolidated interim financial statements. There are several inputs to these valuations, but those most likely to result in significant changes to the valuations are changes in the value of the underlying instrument (i.e., changes in the price of our common shares) and changes in expected volatility in that price. These accounting entries have no cash impact.

(iii)Effective interest expense on convertible loans relates to the increase in the value of our convertible loans in accordance with the effective interest method. See note 14, “Convertible loans” to the unaudited condensed consolidated interim financial statements.

(iv)Deferred royalty obligation interest expense and cumulative catch-up adjustment relates to the accretion expense on our deferred royalty obligation pursuant to the royalty purchase agreement with HCR and changes in the expected payments to HCR based on a periodic assessment of our underlying revenue projections. See note 16, “Deferred royalty obligation” to the unaudited condensed consolidated interim financial statements.

CONTACTS:

Investors Eugenia Litz

ADC Therapeutics

Eugenia.Litz@adctherapeutics.com

+44 7879 627205

Amanda Hamilton ADC Therapeutics

amanda.hamilton@adctherapeutics.com

+1 917-288-7023

USA Media Mary Ann Ondish ADC Therapeutics maryann.ondish@adctherapeutics.com

+1 914-552-4625

EU Media Alexandre Müller Dynamics Group amu@dynamicsgroup.ch +41 (0) 43 268 3231