ADC Therapeutics SA 6-K, filed May 9, 2023

ADC Therapeutics SA (ADCT)

6-K 2023-05-09 For: 2023-03-31

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Added on April 07, 2026

About this 6-K

ADC Therapeutics SA filed this 6-K on May 9, 2023.

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	ADC Therapeutics SA


	By:	/s/ Jose Carmona
	Name:	Jose Carmona
	Title:	Chief Financial Officer

Date: May 9, 2023


Exhibit Number			Description
99.1			Unaudited IFRS Condensed Consolidated Interim Financial Statements as of and for the three months ended March 31 , 20 23
99.2			Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3			Press Release dated May 9 , 20 23

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)


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


		For the Three Months Ended March 31,
	Note	2023	2022
Product revenues, net	5	18,953	16,498
License revenues and royalties	5	39	30,000
Total revenue		18,992	46,498

Operating expense
Cost of product sales	7	(590)	(529)
Research and development expenses	7	(39,480)	(48,952)
Selling and marketing expenses	7	(15,351)	(18,370)
General and administrative expenses	7	(15,143)	(19,011)
Total operating expense		(70,564)	(86,862)
Loss from operations		(51,572)	(40,364)

Other income (expense)
Financial income		2,304	18,308
Financial expense	12, 13, 14, 17	(10,417)	(9,217)
Non-operating (expense) income	8	(3)	13,442
Total other (expense) income		(8,116)	22,533
Loss before taxes		(59,688)	(17,831)
Income tax benefit		262	1,170
Net loss		(59,426)	(16,661)

Net loss attributable to:
Owners of the parent		(59,426)	(16,661)

Net loss per share, basic and diluted	19	(0.74)	(0.22)


		For the Three Months Ended March 31,
	Note	2023	2022
Net Loss		(59,426)	(16,661)

Other comprehensive income (loss)




Items that may be reclassified to profit and loss
Currency translation differences		141	(158)
Share of other comprehensive loss in joint venture		(256)	—
Total items that may be reclassified to profit and loss		(115)	(158)
Other comprehensive loss for the period		(115)	(158)
Total comprehensive loss for the period		(59,541)	(16,819)

Total comprehensive loss attributable to:
Owners of the parent		(59,541)	(16,819)


	Note	March 31, 2023	December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	13	310,547	326,441
Accounts receivable, net	5	24,037	72,971
Inventory	9	18,250	18,564
Other current assets		27,173	28,039
Total current assets		380,007	446,015
Non-current assets
Property, plant and equipment		4,484	3,261
Right-of-use assets	12	11,224	6,720
Intangible assets	10	13,586	14,360
Interest in joint venture	11	29,533	31,152
Deferred tax asset		27,605	26,757
Other long-term assets		1,233	903
Total non-current assets		87,665	83,153

Total assets		467,672	529,168

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		8,694	12,351
Other current liabilities		57,412	73,035
Lease liabilities, short-term	12	1,447	1,097

Senior secured term loans, short-term	13	13,533	12,474

Total current liabilities		81,086	98,957
Non-current liabilities
Senior secured term loans, long- term	13	97,011	97,240


Warrant obligations	13, 15	516	1,788
Deferred royalty obligation, long-term	17	216,551	212,353
Deferred gain of joint venture	11	23,539	23,539
Lease liabilities, long-term	12	10,955	6,564
Other long-term liabilities		329	—
Total non-current liabilities		348,901	341,484

Total liabilities		429,987	440,441

Equity attributable to owners of the parent
Share capital		7,312	7,312
Share premium		1,007,843	1,007,452
Treasury shares		(645)	(679)
Other reserves	16	163,501	155,683
Cumulative translation adjustments		(215)	(356)
Accumulated losses		(1,140,111)	(1,080,685)
Total equity attributable to owners of the parent		37,685	88,727

Total liabilities and equity		467,672	529,168


	Note	Share Capital	Share Premium	Other Reserves	Treasury Shares	Cumulative Translation Adjustments	Accumulated Losses	Total Equity
January 1, 2023		7,312	1,007,452	155,683	(679)	(356)	(1,080,685)	88,727

Loss for the period		—	—	—	—	—	(59,426)	(59,426)

Translation adjustment		—	—	—	—	141	—	141
Investment in joint venture		—	—	(256)	—	—	—	(256)
Total other comprehensive (loss) income		—	—	(256)	—	141	—	(115)

Total comprehensive (loss) income for the period		—	—	(256)	—	141	(59,426)	(59,541)




Vestings of RSUs		—	(23)	—	23	—	—	—
Issuance of shares, 2022 Employee Stock Purchase Plan	16	—	414	—	11	—	—	425

Share-based compensation expense	16	—	—	8,074	—	—	—	8,074
Total transactions with owners		—	391	8,074	34	—	—	8,499

March 31, 2023		7,312	1,007,843	163,501	(645)	(215)	(1,140,111)	37,685


	Three Months Ended March 31,
	2023	2022
USD / GBP
Closing rate, GBP 1	1.23681	1.31336
Weighted average exchange rate, GBP 1	1.23708	1.34361



	Three months ended March 31,
(in KUSD)	2023	2022
Types of goods and services
Product revenue, net	18,953	16,498
License revenues	—	30,000
Royalties	39	—
Total revenue	18,992	46,498

Customer Location
U.S.	18,953	16,498
EMEA(1)	39	—
Japan	—	30,000
Total revenue	18,992	46,498


(in KUSD)	As of March 31, 2023	As of December 31, 2022
Accounts receivable, net	1,688	2,151
Other current liabilities	2,674	1,595
	4,362	3,746


(in KUSD)	Indefinite lived		Definite lived
Cost	Licenses	Internal development costs	Internal development costs	Licenses	Software	Total
January 1, 2023	13,680	—	954	1,052	278	15,964
Additions	—	—	—	—	20	20
Exchange differences	—	—	—	—	3	3
March 31, 2023	13,680	—	954	1,052	301	15,987

Accumulated Amortization
January 1, 2023	(1,295)	—	—	(125)	(184)	(1,604)
Amortization charge	—	—	(19)	(19)	(14)	(52)
Impairment charge	(743)	—	—	—	—	(743)
Exchange differences	—	—		—	(2)	(2)
March 31, 2023	(2,038)	—	(19)	(144)	(200)	(2,401)

Net book amount as of March 31, 2023	11,642	—	935	908	101	13,586

Cost
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


(in KUSD)	As of
Summarized Balance Sheet	March 31, 2023	December 31, 2022
Cash and cash equivalents	14,977	19,261
Prepaid and other current assets	79	2
Intangible assets	48,039	49,249
Total liabilities	(2,408)	(3,062)
Net assets	60,687	65,450

Summarized Statement of Comprehensive Loss	Three months ended March 31,
	2023	2022
Operating expenses	3,653	4,791

Other expense (income)	274	(42)
Net loss	3,927	4,749


(in KUSD)
Right-of-Use Assets	Properties (Offices)	Vehicles	Total
Cost
January 1, 2023	9,311	134	9,445
Additions	4,818	—	4,818
Exchange difference	104	—	104
March 31, 2023	14,233	134	14,367

Accumulated depreciation
January 1, 2023	(2,642)	(83)	(2,725)
Depreciation charge	(385)	(8)	(393)
Exchange difference	(25)	—	(25)
March 31, 2023	(3,052)	(91)	(3,143)

Net book amount as of March 31, 2023	11,181	43	11,224

Cost
January 1, 2022	9,005	134	9,139
Exchange difference	(145)	—	(145)
March 31, 2022	8,860	134	8,994

Accumulated depreciation
January 1, 2022	(1,925)	(50)	(1,975)
Depreciation charge	(299)	(8)	(307)
Exchange difference	14	—	14
March 31, 2022	(2,210)	(58)	(2,268)

Net book amount as of March 31, 2022	6,650	76	6,726


(in KUSD)
Lease liabilities	Properties (Offices)	Vehicles	Total
January 1, 2023	7,607	54	7,661
Additions	4,818	—	4,818
Cash outflow (including interest)	(313)	(9)	(322)
Interest	126	—	126
Exchange difference	109	10	119
March 31, 2023	12,347	55	12,402

January 1, 2022	7,898	125	8,023

Cash outflow (including interest)	(301)	(9)	(310)
Interest	51	1	52
Exchange difference	(134)	(36)	(170)
March 31, 2022	7,514	81	7,595

March 31, 2023
Lease liabilities (short-term)	1,411	36	1,447
Lease liabilities (long-term)	10,936	19	10,955
Total lease liabilities	12,347	55	12,402

March 31, 2022
Lease liabilities (short-term)	946	35	981
Lease liabilities (long-term)	6,568	46	6,614
Total lease liabilities	7,514	81	7,595


	As of
	March 31, 2022
Exercise price at 130% of the IPO price of 19.00, in USD	24.70
Forced conversion price, in USD	67.93
Share price in USD	14.69
Risk-free interest rate	2.4	%
Expected volatility	76	%
Expected term (months)	37.0 months
Dividend yield	—
Recovery rate	5	%
Implied bond yield	10.3	%


		For the Three Months Ended March 31,
	Note	2023	2022
Cash used in operating activities
Loss for the period		(59,426)	(16,661)
Adjustments for non-monetary items:
Share-based compensation expense	16	8,074	13,398
Impairments of assets	9	146	—
Depreciation of property, plant and equipment		249	261
Amortization of intangible assets	10	52	26
Impairment of intangible assets	10	743	—
Depreciation of right-of-use assets	12	393	307
Gain from reversal of inventory impairment charges	9	—	(361)
Share of results in joint venture	8, 11	1,363	2,502
Deferred income taxes		(848)	(3,856)
Change in defined benefit pension liability		—	72
Convertible loans, derivatives, change in fair value	8, 14	—	(15,855)
Warrant obligations, change in fair value	8, 13, 15	(1,272)	—
Employee stock purchase plan deductions	16	244	—
Financial income	18	(2,304)	(18,307)
Financial expense	8, 13, 14, 17	10,291	9,165

Exchange differences		18	(63)
Operating loss before working capital changes		(42,277)	(29,372)
Decrease in accounts receivable, net		48,901	3,466
Increase in inventory		(175)	(355)
Decrease (increase) in other current assets		55	(1,065)
(Decrease) increase in accounts payable		(3,663)	4,383
Increase in income taxes		587	2,686
Decrease in other liabilities and other payables		(12,090)	(10,666)
Cash used in operating activities		(8,662)	(30,923)

Interest paid	13	(3,841)	(1,838)
Interest received		2,795	18
Interest expense on lease obligations	12	126	52
Payments made under royalty financing transaction	17	(4,885)	(1,191)
Tax paid		(304)	—
Net cash used in operating activities		(14,771)	(33,882)

Cash used in investing activities



												Three months ended March 31,
(in KUSD)												2022
Deerfield First Tranche												9,518
Deerfield Second Tranche - after FDA approval												6,337
Total												15,855



												Three months ended March 31,
(in KUSD)												2022
Deerfield First Tranche												2,219
Deerfield Second Tranche												803
Total												3,022


	Average strike price per share in USD	Number of awards	Weighted average remaining life in years
December 31, 2022	18.30	10,755,494	8.46
Granted	2.50	2,830,741	9.97
Forfeited	19.59	(467,579)	N/A
March 31, 2023	14.19	13,118,656	8.58


	As of
	March 31, 2022
Exercise price in USD	28.07
Forced conversion price, in USD	77.19
Share price in USD	14.69
Risk-free interest rate	2.4	%
Expected volatility	76	%
Expected term (months)	37.0 months
Dividend yield	—
Recovery rate	5	%
Implied bond yield	10.3	%


	Three Months Ended	Three Months Ended
	March 31, 2023	March 31, 2022
Share price, in USD	1.99 - 5.45	14.00 - 19.69
Strike price, in USD	1.99 - 5.45	14.00 - 19.69
Expected volatility, in %	75% to 80%	70%
Award life, in years	6.08	6.08
Expected dividends	—	—
Risk-free interest rate, in %	3.39% - 4.13%	1.46% - 1.73%


	Number of awards	Weighted average grant date fair value
December 31, 2022	1,585,877	13.26
Granted	839,680	2.11
Vested	(254,891)	19.52
Forfeited	(60,444)	12.22
March 31, 2023	2,110,222	8.10


(in KUSD)
January 1, 2022						225,477
Less: royalty payments						10,998
Plus: interest expense						23,200
Less: cumulative catch-up adjustment, Financial income						15,402
December 31, 2022						222,277
Less: royalty payments						4,885
Plus: interest expense						5,746
Less: cumulative catch-up adjustment, Financial income						129
March 31, 2023						223,009


	Three Months Ended March 31,
(in KUSD, except per share amounts)	2023	2022
Loss attributable to owners	(59,426)	(16,661)
Weighted average number of shares outstanding	80,805,770	76,821,726
Basic and diluted loss per share	(0.74)	(0.22)


	Three Months Ended March 31,
in KUSD	2023	2022	Change	% Change
Product revenues, net	18,953	16,498	2,455	14.9	%
License revenues and royalties	39	30,000	(29,961)	(99.9)	%
Total revenue	18,992	46,498	(27,506)	(59.2)	%

Operating expense
Cost of product sales	(590)	(529)	(61)	11.5	%
Research and development expenses	(39,480)	(48,952)	9,472	(19.3)	%
Selling and marketing expenses	(15,351)	(18,370)	3,019	(16.4)	%
General and administrative expenses	(15,143)	(19,011)	3,868	(20.3)	%
Total operating expense	(70,564)	(86,862)	16,298	(18.8)	%
Loss from operations	(51,572)	(40,364)	(11,208)	27.8	%

Other income (expense)
Financial income	2,304	18,308	(16,004)	(87.4)	%
Financial expense	(10,417)	(9,217)	(1,200)	13.0	%
Non-operating (expense) income	(3)	13,442	(13,445)	(100.0)	%
Total other (expense) income	(8,116)	22,533	(30,649)	(136.0)	%
Loss before taxes	(59,688)	(17,831)	(41,857)	234.7	%
Income tax benefit	262	1,170	(908)	(77.6)	%
Net loss	(59,426)	(16,661)	(42,765)	256.7	%


		Three Months Ended March 31,
in KUSD	P&L Classification	2023	2022	Change
Fair value adjustment of Facility Agreement derivatives	Non-operating income	—	15,855	(15,855)

Fair value adjustment of senior secured term loan warrant obligation	Non-operating income	656	—	656
Fair value adjustment of Deerfield warrant obligation	Non-operating income	616	—	616
Share of Overland ADCT BioPharma net loss	Non-operating expense	1,363	2,502	(1,139)


(in KUSD)	Three months ended March 31,
Net cash (used in) provided by:	2023	2022	Change
Operating activities	(14,771)	(33,882)	19,111
Investing activities	(1,016)	(1,448)	432
Financing activities	(196)	(258)	62
Net change in cash and cash equivalents	(15,983)	(35,588)	19,605


	Three Months Ended March 31,
in KUSD (except for share and per share data)	2023	2022
Net loss	(59,426)	(16,661)
Adjustments:
Share-based compensation expense (i)	8,074	13,910
Convertible loans, derivatives, change in fair value income (ii)	—	(15,855)


Senior secured term loans, warrants, change in fair value income (ii)	(656)	—
Effective interest expense on convertible loans (iii)	—	3,022
Deerfield warrants obligation, change in fair value income (ii)	(616)	—

Effective interest expense on senior secured term loan facility (iii)	4,540	—
Deferred royalty obligation interest expense (iv)	5,746	6,142
Deferred royalty obligation cumulative catch-up adjustment income (iv)	(129)	(18,288)
Adjusted net loss	(42,467)	(27,730)

Net loss per share, basic and diluted	(0.74)	(0.22)
Adjustment to net loss per share, basic and diluted	0.21	(0.14)
Adjusted net loss per share, basic and diluted	(0.53)	(0.36)
Weighted average shares outstanding, basic and diluted	80,805,770	76,821,726