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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2026
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____to _____
Commission File Number: 001-38957
ADAPTIVE BIOTECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Washington |
27-0907024 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1165 Eastlake Avenue East Seattle, Washington |
98109 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (206) 659-0067
Securities registered pursuant to Section 12(b) of the Act:
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Common stock, par value $0.0001 per share |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, the registrant had 161,876,694 shares of common stock, $0.0001 par value per share, outstanding.
Adaptive Biotechnologies Corporation
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this report other than statements of historical fact are forward-looking statements, which include but are not limited to, statements about:
•our ability to leverage and extend our immune medicine platform to discover, develop and commercialize our products and services, including further commercialization and development of products and services related to our Minimal Residual Disease (“MRD”) and Immune Medicine business areas, particularly in light of the novelty of immune medicine and our methods;
•our ability to achieve and maintain commercial market acceptance of our current products and services, including coverage and reimbursement decisions related to clonoSEQ, as well as our ability to achieve market acceptance for any additional products and services beyond our current portfolio, if developed;
•our ability to realize payments, such as milestone fees or payments, based on our customers' use of our data in connection with their achievement of research or regulatory goals relating to their own products;
•our review of strategic and structural alternatives for our Immune Medicine business, including the timing and outcome of that review and our ability to identify and pursue a preferred path to separation of the Immune Medicine business from our MRD business; and
•our expected reliance on collaborators and other third parties for development, clinical testing and regulatory approval of current products in new indications and potential product candidates, which may fail at any time due to a number of possible unforeseen events.
The forward-looking statements in this report also include statements regarding our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in other documents we file with the Securities and Exchange Commission (the “SEC”) from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this report represent our views as of the date of this report.
We undertake no obligation to update any forward-looking statements for any reason, except as required by law.
Unless otherwise stated or the context otherwise indicates, references to “we,” “us,” “our” and similar references refer to Adaptive Biotechnologies Corporation.
Adaptive Biotechnologies Corporation
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
|
|
(unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
75,615 |
|
|
$ |
70,495 |
|
Short-term marketable securities (amortized cost of $223,807 and $156,246, respectively) |
|
|
223,339 |
|
|
|
156,485 |
|
Accounts receivable, net |
|
|
66,671 |
|
|
|
50,365 |
|
Inventory |
|
|
10,055 |
|
|
|
9,820 |
|
Prepaid expenses and other current assets |
|
|
17,008 |
|
|
|
13,020 |
|
Total current assets |
|
|
392,688 |
|
|
|
300,185 |
|
Long-term assets |
|
|
|
|
|
|
Property and equipment, net |
|
|
27,971 |
|
|
|
34,107 |
|
Operating lease right-of-use assets |
|
|
37,990 |
|
|
|
40,616 |
|
Long-term marketable securities (amortized cost of $102,044 and $13,220, respectively) |
|
|
101,227 |
|
|
|
13,234 |
|
Restricted cash |
|
|
2,705 |
|
|
|
2,689 |
|
Intangible assets, net |
|
|
456 |
|
|
|
1,726 |
|
Goodwill |
|
|
118,972 |
|
|
|
118,972 |
|
Other assets |
|
|
1,111 |
|
|
|
1,207 |
|
Total assets |
|
$ |
683,120 |
|
|
$ |
512,736 |
|
Liabilities and shareholders’ equity |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable |
|
$ |
6,527 |
|
|
$ |
6,467 |
|
Accrued liabilities |
|
|
8,201 |
|
|
|
7,700 |
|
Accrued compensation and benefits |
|
|
15,107 |
|
|
|
16,992 |
|
Current portion of operating lease liabilities |
|
|
9,137 |
|
|
|
8,920 |
|
Current portion of deferred revenue |
|
|
59,995 |
|
|
|
45,194 |
|
Current portion of revenue interest liability, net |
|
|
— |
|
|
|
4,642 |
|
Total current liabilities |
|
|
98,967 |
|
|
|
89,915 |
|
Long-term liabilities |
|
|
|
|
|
|
Operating lease liabilities, less current portion |
|
|
64,455 |
|
|
|
70,228 |
|
Deferred revenue, less current portion |
|
|
408 |
|
|
|
1,006 |
|
Revenue interest liability, net, less current portion |
|
|
— |
|
|
|
126,566 |
|
Convertible senior notes, net |
|
|
335,379 |
|
|
|
— |
|
Other long-term liabilities |
|
|
20 |
|
|
|
20 |
|
Total liabilities |
|
|
499,229 |
|
|
|
287,735 |
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
Preferred stock: $0.0001 par value, 10,000,000 shares authorized at September 30, 2026 and December 31, 2025; no shares issued and outstanding at September 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Common stock: $0.0001 par value, 340,000,000 shares authorized at September 30, 2026 and December 31, 2025; 161,566,952 and 153,779,418 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively |
|
|
16 |
|
|
|
15 |
|
Additional paid-in capital |
|
|
1,597,750 |
|
|
|
1,581,848 |
|
Accumulated other comprehensive (loss) gain |
|
|
(1,285 |
) |
|
|
253 |
|
Accumulated deficit |
|
|
(1,420,268 |
) |
|
|
(1,363,323 |
) |
Total Adaptive Biotechnologies Corporation shareholders’ equity |
|
|
176,213 |
|
|
|
218,793 |
|
Noncontrolling interests |
|
|
7,678 |
|
|
|
6,208 |
|
Total shareholders’ equity |
|
|
183,891 |
|
|
|
225,001 |
|
Total liabilities and shareholders’ equity |
|
$ |
683,120 |
|
|
$ |
512,736 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue |
|
$ |
83,902 |
|
|
$ |
93,973 |
|
|
$ |
226,329 |
|
|
$ |
205,295 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
19,933 |
|
|
|
18,157 |
|
|
|
58,806 |
|
|
|
53,135 |
|
Research and development |
|
|
18,638 |
|
|
|
23,669 |
|
|
|
61,414 |
|
|
|
72,006 |
|
Sales and marketing |
|
|
26,896 |
|
|
|
23,470 |
|
|
|
79,656 |
|
|
|
70,090 |
|
General and administrative |
|
|
18,464 |
|
|
|
17,959 |
|
|
|
60,616 |
|
|
|
53,144 |
|
Amortization of intangible assets |
|
|
428 |
|
|
|
428 |
|
|
|
1,270 |
|
|
|
1,270 |
|
Total operating expenses |
|
|
84,359 |
|
|
|
83,683 |
|
|
|
261,762 |
|
|
|
249,645 |
|
(Loss) income from operations |
|
|
(457 |
) |
|
|
10,290 |
|
|
|
(35,433 |
) |
|
|
(44,350 |
) |
Interest and other income, net |
|
|
3,766 |
|
|
|
2,226 |
|
|
|
8,102 |
|
|
|
7,296 |
|
Interest expense |
|
|
(503 |
) |
|
|
(2,971 |
) |
|
|
(6,086 |
) |
|
|
(8,824 |
) |
Loss on revenue interest liability extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(23,733 |
) |
|
|
— |
|
Net income (loss) |
|
|
2,806 |
|
|
|
9,545 |
|
|
|
(57,150 |
) |
|
|
(45,878 |
) |
Add: Net loss (income) attributable to noncontrolling interests |
|
|
70 |
|
|
|
1 |
|
|
|
205 |
|
|
|
(42 |
) |
Net income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
2,876 |
|
|
$ |
9,546 |
|
|
$ |
(56,945 |
) |
|
$ |
(45,920 |
) |
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
$ |
(0.36 |
) |
|
$ |
(0.30 |
) |
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
160,400,525 |
|
|
|
152,432,307 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
Diluted |
|
|
186,879,656 |
|
|
|
163,162,107 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net income (loss) |
|
$ |
2,806 |
|
|
$ |
9,545 |
|
|
$ |
(57,150 |
) |
|
$ |
(45,878 |
) |
Other comprehensive (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains and losses on investments |
|
|
(1,073 |
) |
|
|
138 |
|
|
|
(1,538 |
) |
|
|
45 |
|
Comprehensive income (loss) |
|
|
1,733 |
|
|
|
9,683 |
|
|
|
(58,688 |
) |
|
|
(45,833 |
) |
Add: Comprehensive loss (income) attributable to noncontrolling interests |
|
|
70 |
|
|
|
1 |
|
|
|
205 |
|
|
|
(42 |
) |
Comprehensive income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
1,803 |
|
|
$ |
9,684 |
|
|
$ |
(58,483 |
) |
|
$ |
(45,875 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Condensed Consolidated Statements of Shareholders’ Equity
(in thousands, except share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Other |
|
|
Accumulated |
|
|
Noncontrolling |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Comprehensive Gain (Loss) |
|
|
Deficit |
|
|
Interests |
|
|
Shareholders’ Equity |
|
Balance at June 30, 2025 |
|
|
152,234,772 |
|
|
$ |
15 |
|
|
$ |
1,538,919 |
|
|
$ |
73 |
|
|
$ |
(1,359,290 |
) |
|
$ |
(181 |
) |
|
$ |
179,536 |
|
Issuance of common stock for cash upon exercise of stock options |
|
|
273,428 |
|
|
|
— |
|
|
|
1,777 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,777 |
|
Vesting of restricted stock units |
|
|
72,842 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
13,257 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,257 |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
138 |
|
|
|
— |
|
|
|
— |
|
|
|
138 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,546 |
|
|
|
(1 |
) |
|
|
9,545 |
|
Balance at September 30, 2025 |
|
|
152,581,042 |
|
|
$ |
15 |
|
|
$ |
1,553,953 |
|
|
$ |
211 |
|
|
$ |
(1,349,744 |
) |
|
$ |
(182 |
) |
|
$ |
204,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2026 |
|
|
159,059,622 |
|
|
$ |
16 |
|
|
$ |
1,566,254 |
|
|
$ |
(212 |
) |
|
$ |
(1,423,144 |
) |
|
$ |
7,748 |
|
|
$ |
150,662 |
|
Issuance of common stock for cash upon exercise of stock options |
|
|
2,444,719 |
|
|
|
— |
|
|
|
21,110 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,110 |
|
Vesting of restricted stock units |
|
|
62,611 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
10,386 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,386 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,073 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,073 |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,876 |
|
|
|
(70 |
) |
|
|
2,806 |
|
Balance at September 30, 2026 |
|
|
161,566,952 |
|
|
$ |
16 |
|
|
$ |
1,597,750 |
|
|
$ |
(1,285 |
) |
|
$ |
(1,420,268 |
) |
|
$ |
7,678 |
|
|
$ |
183,891 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Condensed Consolidated Statements of Shareholders’ Equity (Continued)
(in thousands, except share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Other |
|
|
Accumulated |
|
|
Noncontrolling |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Comprehensive Gain (Loss) |
|
|
Deficit |
|
|
Interests |
|
|
Shareholders’ Equity |
|
Balance at December 31, 2024 |
|
|
147,773,744 |
|
|
$ |
14 |
|
|
$ |
1,506,353 |
|
|
$ |
166 |
|
|
$ |
(1,303,824 |
) |
|
$ |
(224 |
) |
|
$ |
202,485 |
|
Issuance of common stock for cash upon exercise of stock options |
|
|
1,394,132 |
|
|
|
1 |
|
|
|
8,837 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,838 |
|
Vesting of restricted stock units and market-based restricted stock units |
|
|
3,413,166 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
38,763 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,763 |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
Net (loss) income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(45,920 |
) |
|
|
42 |
|
|
|
(45,878 |
) |
Balance at September 30, 2025 |
|
|
152,581,042 |
|
|
$ |
15 |
|
|
$ |
1,553,953 |
|
|
$ |
211 |
|
|
$ |
(1,349,744 |
) |
|
$ |
(182 |
) |
|
$ |
204,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2025 |
|
|
153,779,418 |
|
|
$ |
15 |
|
|
$ |
1,581,848 |
|
|
$ |
253 |
|
|
$ |
(1,363,323 |
) |
|
$ |
6,208 |
|
|
$ |
225,001 |
|
Issuance of common stock for cash upon exercise of stock options |
|
|
3,823,772 |
|
|
|
1 |
|
|
|
32,268 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,269 |
|
Vesting of restricted stock units and market-based restricted stock units |
|
|
5,415,562 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
33,433 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,433 |
|
Repurchase of common stock |
|
|
(1,451,800 |
) |
|
|
— |
|
|
|
(25,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,000 |
) |
Purchase of capped calls |
|
|
— |
|
|
|
— |
|
|
|
(25,599 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,599 |
) |
Capital contributions for Digital Biotechnologies, Inc. |
|
|
— |
|
|
|
— |
|
|
|
800 |
|
|
|
— |
|
|
|
— |
|
|
|
1,675 |
|
|
|
2,475 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,538 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,538 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(56,945 |
) |
|
|
(205 |
) |
|
|
(57,150 |
) |
Balance at September 30, 2026 |
|
|
161,566,952 |
|
|
$ |
16 |
|
|
$ |
1,597,750 |
|
|
$ |
(1,285 |
) |
|
$ |
(1,420,268 |
) |
|
$ |
7,678 |
|
|
$ |
183,891 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
Operating activities |
|
|
|
|
|
|
Net loss |
|
$ |
(57,150 |
) |
|
$ |
(45,878 |
) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
Depreciation expense |
|
|
9,868 |
|
|
|
12,368 |
|
Noncash lease expense |
|
|
3,717 |
|
|
|
3,992 |
|
Share-based compensation expense |
|
|
33,433 |
|
|
|
38,763 |
|
Intangible assets amortization |
|
|
1,270 |
|
|
|
1,270 |
|
Investment amortization |
|
|
(892 |
) |
|
|
(2,224 |
) |
Impairment of long-lived assets |
|
|
347 |
|
|
|
— |
|
Write-off of inventory |
|
|
(61 |
) |
|
|
(52 |
) |
Revenue interest purchase agreement and convertible senior notes interest |
|
|
(6,287 |
) |
|
|
(1,441 |
) |
Loss on revenue interest liability extinguishment |
|
|
23,733 |
|
|
|
— |
|
Other |
|
|
(215 |
) |
|
|
477 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
Accounts receivable, net |
|
|
(16,306 |
) |
|
|
(3,102 |
) |
Inventory |
|
|
(265 |
) |
|
|
(988 |
) |
Prepaid expenses and other current assets |
|
|
(3,980 |
) |
|
|
(2,532 |
) |
Accounts payable and accrued liabilities |
|
|
(1,280 |
) |
|
|
(500 |
) |
Operating lease right-of-use assets and liabilities |
|
|
(6,647 |
) |
|
|
(7,797 |
) |
Deferred revenue |
|
|
14,203 |
|
|
|
(40,402 |
) |
Other |
|
|
180 |
|
|
|
5 |
|
Net cash used in operating activities |
|
|
(6,332 |
) |
|
|
(48,041 |
) |
Investing activities |
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(3,909 |
) |
|
|
(2,323 |
) |
Purchases of marketable securities |
|
|
(286,569 |
) |
|
|
(134,983 |
) |
Proceeds from maturities of marketable securities |
|
|
131,084 |
|
|
|
183,508 |
|
Net cash (used in) provided by investing activities |
|
|
(159,394 |
) |
|
|
46,202 |
|
Financing activities |
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
32,261 |
|
|
|
8,745 |
|
Proceeds from capital contributions for Digital Biotechnologies, Inc. |
|
|
2,475 |
|
|
|
— |
|
Revenue interest liability extinguishment |
|
|
(148,108 |
) |
|
|
— |
|
Proceeds from convertible senior notes, net of issuance costs |
|
|
334,833 |
|
|
|
— |
|
Repurchase of common stock |
|
|
(25,000 |
) |
|
|
— |
|
Purchase of capped calls |
|
|
(25,599 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
170,862 |
|
|
|
8,745 |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
5,136 |
|
|
|
6,906 |
|
Cash, cash equivalents and restricted cash at beginning of year |
|
|
73,184 |
|
|
|
50,817 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
78,320 |
|
|
$ |
57,723 |
|
Noncash investing activities |
|
|
|
|
|
|
Purchases of equipment included in accounts payable and accrued liabilities |
|
$ |
464 |
|
|
$ |
668 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
15,957 |
|
|
$ |
7,939 |
|
Reconciliation of cash, cash equivalents and restricted cash at end of period |
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
75,615 |
|
|
$ |
55,034 |
|
Restricted cash at end of period |
|
|
2,705 |
|
|
|
2,689 |
|
Total cash, cash equivalents and restricted cash at end of period |
|
$ |
78,320 |
|
|
$ |
57,723 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
(unaudited)
1. Organization and Description of Business
Adaptive Biotechnologies Corporation (“we,” “us” or “our”) is a commercial-stage company advancing the field of immune medicine by harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our immune medicine platform applies our proprietary technologies to read the diverse genetic code of a patient’s immune system and understand precisely how the immune system detects and treats disease in that patient. We capture these insights in our dynamic clinical immunomics database and related antigen annotations, which are underpinned by computational biology and machine learning, and use them to develop and commercialize clinical products and services that can be tailored to the needs of individual patients.
We were incorporated in the State of Washington on September 8, 2009 under the name Adaptive TCR Corporation. On December 21, 2011, we changed our name to Adaptive Biotechnologies Corporation. We are headquartered in Seattle, Washington.
2. Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
We consolidate entities in which we have a controlling financial interest and subsidiaries in which we hold less than a majority interest when we have the ability to direct the activities that most significantly affect economic performance and when other investors do not have substantive rights to participate in those decisions. The unaudited condensed consolidated financial statements include the accounts of Adaptive Biotechnologies Corporation, Adaptive Biotechnologies B.V., our wholly-owned subsidiary, and Digital Biotechnologies, Inc., a subsidiary in which we had a 46% ownership interest as of September 30, 2026 and have certain control rights. The remaining interests in Digital Biotechnologies, Inc., held by certain of our related parties, their related family trusts and Series A Preferred Stock holders, are shown in the unaudited condensed consolidated financial statements as noncontrolling interests. All intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimates of progress to date for certain performance obligations and the transaction price for certain contracts with customers, share-based compensation, imputing interest for our revenue interest purchase agreement (the “Purchase Agreement”) (prior to settlement), the provision for income taxes, including related reserves, the analysis of goodwill impairment and the recoverability and impairment of long-lived assets, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
Unaudited Interim Condensed Consolidated Financial Statements
In our opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state our financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments were of a normal, recurring nature. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026.
Restricted Cash
We had a restricted cash balance of $2.7 million as of September 30, 2026 and December 31, 2025. Our restricted cash primarily relates to certain balances we are required to maintain under lease arrangements for certain of our facility leases.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
Revenue Recognition
For all revenue-generating contracts, we perform the following steps to determine the amount of revenue to be recognized: (1) identify the contract or contracts; (2) determine whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (3) measure the transaction price, including the constraint on variable consideration; (4) allocate the transaction price to the performance obligations based on estimated selling prices; and (5) recognize revenue when (or as) we satisfy each performance obligation.
We derive revenue by providing diagnostic and research services in our Minimal Residual Disease (“MRD”) and Immune Medicine business areas. Our MRD revenue consists of revenue generated from (1) providing our clonoSEQ report to clinical customers; (2) providing MRD sample testing services to biopharmaceutical customers and certain academic institutions, including investigator-led clinical trials; and (3) providing our clonoSEQ report or results to certain international laboratory sites through technology transfers. Our Immune Medicine revenue consists of revenue generated from (1) providing sample testing services for our commercial research product, Adaptive Immunosequencing; (2) data licensing and target discovery services; and (3) for periods prior to October 1, 2025, our former collaboration with Genentech, Inc. (“Genentech”) under the worldwide collaboration and license agreement with Genentech (the “Genentech Agreement”).
For agreements where we provide our clonoSEQ report to ordering physicians, we have identified one performance obligation: the delivery of a clonoSEQ report. We bill and receive payments for these transactions from commercial, government and medical institution payors. As payment from the respective payors may vary based on the various reimbursement rates and patient responsibilities, we consider the transaction price to be variable and record an estimate of the transaction price, subject to the constraint for variable consideration, as revenue at the time of delivery. The estimate of transaction price is based on historical and expected reimbursement rates with the various payors, which are monitored in subsequent periods and adjusted, as necessary, based on actual collection experience.
Regarding our clonoSEQ coverage under Medicare, we bill an episode of treatment when we deliver the first eligible test report. This billing contemplates all necessary tests required during a patient’s treatment cycle, which is currently estimated at approximately four tests per patient, including the initial sequence identification test. Revenue recognition commences at the time the initial billable test report is delivered and is based upon cumulative tests delivered to date. We estimate the number of tests we expect to deliver over a patient’s treatment cycle based on historical testing frequencies for patients by indication. These estimates are subject to change as we develop more information about utilization over time. Any unrecognized revenue from the initial billable test is recorded as deferred revenue and is recognized either as we deliver our estimate of the remaining tests in a patient’s treatment cycle or when the likelihood becomes remote that a patient will receive additional testing. In certain cases, we continue to provide services and incur costs for patients who exceed our number of estimated tests.
The contract transaction price for agreements we enter into with biopharmaceutical customers to further develop and commercialize their therapeutics may consist of a combination of non-refundable upfront fees, separately priced MRD testing fees and milestone fees earned upon our customers’ achievement of certain regulatory approvals. Depending on the contract, these agreements include single or multiple performance obligations. Such performance obligations include providing services to support our customers’ therapeutic development efforts, including regulatory support where our technology is intended to be utilized as part of our customers’ registrational trials, developing analytical plans for our data, participating on joint committees, assisting in completing a regulatory submission and providing MRD testing services related to customer-provided samples for our customers' regulatory submissions. Generally, the support services, excluding MRD testing services, are not distinct within the context of the contract and thus are accounted for as a single performance obligation. The transaction price allocated to the respective performance obligations is estimated using a standalone selling price for the estimated MRD testing services. When MRD sample testing services are separately priced customer options, we assess if a material right exists and, if not, the customer option to purchase additional MRD sample testing services is not considered part of the contract. We recognize revenue related to MRD testing services over time using an output method based on the proportion of sample results delivered relative to the total amount of sample results expected to be delivered, when expected to be a faithful depiction of progress. When an output method based on the proportion of sample results delivered is not expected to be a faithful depiction of progress, we utilize an input method using a cost-based model based on estimates of effort completed. Selecting the measure of progress and estimating progress to date requires significant judgment. Except for any non-refundable upfront fees, the other forms of compensation represent variable consideration. At contract inception, we fully constrain any consideration related to regulatory milestones, as the achievement of such milestones is subject to third-party regulatory approval and the customers’ own submission decision-making. Variable consideration related to regulatory milestones is estimated using the most likely amount method, where variable consideration is constrained until it is probable that a significant reversal of cumulative revenue will not occur. Milestone payments for regulatory approvals, which are not within our customers’ control, are not considered probable of being achieved until those approvals are received. Determining whether regulatory milestone payments are probable is an area that requires significant judgment. In making this assessment, we evaluate scientific, clinical, regulatory and other risks, as well as the level of effort and investment required to achieve the respective milestone.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
For biopharmaceutical customers who utilize either our MRD or Adaptive Immunosequencing services, contracts typically include an amount billed in advance of services (“upfront”) and subsequent billings as sample results are delivered to the customer. Upfront amounts received are recorded as deferred revenue, which we recognize as revenue upon satisfaction of performance obligations. We have identified two typical performance obligations under the terms of our research service contracts: (1) the delivery of our MRD data or Adaptive Immunosequencing for customer-provided samples; and (2) related data analysis. We recognize revenue for both identified performance obligations as sample results are delivered to the customer. In periods where our sample estimates are reduced or a customer project is cancelled and, in either case, we have remaining related deferred revenue, we recognize revenue using a cumulative catch-up approach based on the proportion of samples delivered to date relative to the total samples expected to be delivered.
For our data licensing agreement, we provide non‑exclusive licenses to specified T cell receptor (“TCR”) dataset tranches. We identified one performance obligation: the delivery of the respective TCR dataset tranche. We recognize revenue upon delivery of such licensed data. We also have the right to receive additional consideration upon the renewal or exercise of additional TCR dataset tranche licenses. These do not represent material rights, and as such, will be accounted for when and if exercised.
For our target discovery agreement, we received an initial upfront payment and rights to additional consideration upon the delivery of completed disease-specific TCRs pursuant to a research plan. We identified two distinct performance obligations: (1) to provide Adaptive Immunosequencing services for customer-provided specimens; and (2) the delivery of the disease-specific TCRs with the associated license rights, which took place during the three months ended September 30, 2026. The consideration allocated to each of the respective performance obligations is recognized as Immune Medicine service and licensing revenue upon the delivery of the respective datasets. If the customer elects to further develop therapeutics, we may be eligible to receive additional development, commercial and sales milestone payments that could total up to $877.5 million. All such development, commercial and sales‑based milestone payments are fully constrained until the underlying triggering events occur. The customer is solely responsible for any subsequent development costs following the conclusion of the research plan.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which intends to improve financial reporting by requiring disclosure of additional information about specific expense categories. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the guidance is to be applied prospectively and may be applied retrospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06 — Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the criteria for capitalizing internal-use software costs and specifies related disclosure requirements. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted and the guidance may be applied prospectively, retrospectively or using a modified transition approach. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
3. Revenue
We disaggregate our revenue from contracts with customers by business area and type of arrangement, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
The following table presents our disaggregated revenue for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
MRD revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Service revenue |
|
$ |
72,565 |
|
|
$ |
50,288 |
|
|
$ |
196,826 |
|
|
$ |
133,947 |
|
Regulatory milestone revenue |
|
|
— |
|
|
|
6,500 |
|
|
|
9,000 |
|
|
|
16,500 |
|
Total MRD revenue |
|
|
72,565 |
|
|
|
56,788 |
|
|
|
205,826 |
|
|
|
150,447 |
|
Immune Medicine revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Service and licensing revenue |
|
|
11,337 |
|
|
|
3,443 |
|
|
|
20,503 |
|
|
|
13,566 |
|
Collaboration revenue(1) |
|
|
— |
|
|
|
33,742 |
|
|
|
— |
|
|
|
41,282 |
|
Total Immune Medicine revenue |
|
|
11,337 |
|
|
|
37,185 |
|
|
|
20,503 |
|
|
|
54,848 |
|
Total revenue |
|
$ |
83,902 |
|
|
$ |
93,973 |
|
|
$ |
226,329 |
|
|
$ |
205,295 |
|
(1) On August 13, 2025, the Genentech Agreement was terminated, with termination effective February 9, 2026.
During the three months ended September 30, 2026 and 2025, we recognized $3.2 million and $2.9 million, respectively, in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and cancelled customer contracts.
During the nine months ended September 30, 2026 and 2025, we recognized $8.9 million and $7.3 million, respectively, in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and canceled customer contracts.
As of September 30, 2026, we could receive up to an additional $386.0 million in milestone payments in future periods if certain regulatory approvals are obtained by our customers’ therapeutics in connection with MRD data generated from our MRD product.
4. Deferred Revenue
We expect our current deferred revenue to be recognized as revenue within 12 months. We expect the majority of our non-current deferred revenue to be recognized as revenue over a period of approximately two years from September 30, 2026. This period of time represents an estimate of the ongoing sample testing for our customers' therapeutic development efforts.
Changes in deferred revenue during the nine months ended September 30, 2026 were as follows (in thousands):
|
|
|
|
|
|
Deferred revenue balance at December 31, 2025 |
|
$ |
46,200 |
|
Additions to deferred revenue during the period |
|
|
79,143 |
|
Revenue recognized during the period |
|
|
(64,940 |
) |
Deferred revenue balance at September 30, 2026 |
|
$ |
60,403 |
|
During the nine months ended September 30, 2026, $25.4 million was recognized as revenue that was included in the deferred revenue balance at December 31, 2025.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
5. Fair Value Measurements
The following tables set forth the fair values of financial assets as of September 30, 2026 and December 31, 2025 that were measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
28,232 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
28,232 |
|
Commercial paper |
|
|
— |
|
|
|
31,318 |
|
|
|
— |
|
|
|
31,318 |
|
U.S. government treasury and agency securities |
|
|
— |
|
|
|
250,046 |
|
|
|
— |
|
|
|
250,046 |
|
Corporate bonds |
|
|
— |
|
|
|
49,201 |
|
|
|
— |
|
|
|
49,201 |
|
Total financial assets |
|
$ |
28,232 |
|
|
$ |
330,565 |
|
|
$ |
— |
|
|
$ |
358,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
28,489 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
28,489 |
|
Commercial paper |
|
|
— |
|
|
|
9,932 |
|
|
|
— |
|
|
|
9,932 |
|
U.S. government treasury and agency securities |
|
|
— |
|
|
|
125,605 |
|
|
|
— |
|
|
|
125,605 |
|
Corporate bonds |
|
|
— |
|
|
|
34,182 |
|
|
|
— |
|
|
|
34,182 |
|
Total financial assets |
|
$ |
28,489 |
|
|
$ |
169,719 |
|
|
$ |
— |
|
|
$ |
198,208 |
|
Level 1 securities include highly liquid money market funds, for which we measure the fair value based on quoted prices in active markets for identical assets or liabilities. Level 2 securities consist of United States (“U.S.”) government treasury and agency securities, corporate bonds and commercial paper, and are valued based on recent trades of securities in inactive markets or on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. Of the September 30, 2026 Level 2 commercial paper balance, $6.0 million is recorded as cash and cash equivalents on our unaudited condensed consolidated balance sheet.
Refer to Note 8, Convertible Senior Notes and Capped Call Transactions for information regarding the fair value of our convertible senior notes.
6. Investments
Available-for-sale investments consisted of the following as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026 |
|
|
|
Amortized Cost |
|
|
Unrealized Gain |
|
|
Unrealized Loss |
|
|
Estimated Fair Value |
|
Short-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
$ |
25,365 |
|
|
$ |
— |
|
|
$ |
(46 |
) |
|
$ |
25,319 |
|
U.S. government treasury securities |
|
|
174,982 |
|
|
|
— |
|
|
|
(358 |
) |
|
|
174,624 |
|
Corporate bonds |
|
|
23,460 |
|
|
|
— |
|
|
|
(64 |
) |
|
|
23,396 |
|
Total short-term marketable securities |
|
$ |
223,807 |
|
|
$ |
— |
|
|
$ |
(468 |
) |
|
$ |
223,339 |
|
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government treasury and agency securities |
|
$ |
75,985 |
|
|
$ |
— |
|
|
$ |
(563 |
) |
|
$ |
75,422 |
|
Corporate bonds |
|
|
26,059 |
|
|
|
— |
|
|
|
(254 |
) |
|
|
25,805 |
|
Total long-term marketable securities |
|
$ |
102,044 |
|
|
$ |
— |
|
|
$ |
(817 |
) |
|
$ |
101,227 |
|
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
Amortized Cost |
|
|
Unrealized Gain |
|
|
Unrealized Loss |
|
|
Estimated Fair Value |
|
Short-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
$ |
9,931 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
9,932 |
|
U.S. government treasury securities |
|
|
114,138 |
|
|
|
204 |
|
|
|
— |
|
|
|
114,342 |
|
Corporate bonds |
|
|
32,177 |
|
|
|
34 |
|
|
|
— |
|
|
|
32,211 |
|
Total short-term marketable securities |
|
$ |
156,246 |
|
|
$ |
239 |
|
|
$ |
— |
|
|
$ |
156,485 |
|
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government treasury and agency securities |
|
$ |
11,250 |
|
|
$ |
13 |
|
|
$ |
— |
|
|
$ |
11,263 |
|
Corporate bonds |
|
|
1,970 |
|
|
|
1 |
|
|
|
— |
|
|
|
1,971 |
|
Total long-term marketable securities |
|
$ |
13,220 |
|
|
$ |
14 |
|
|
$ |
— |
|
|
$ |
13,234 |
|
All the U.S. government treasury and agency securities, corporate bonds and commercial paper designated as short-term marketable securities have an effective maturity date that is equal to or less than one year from the respective condensed consolidated balance sheet date. Those that are designated as long-term marketable securities have an effective maturity date that is more than one year from the respective condensed consolidated balance sheet date.
Accrued interest receivable is excluded from the amortized cost and estimated fair value of our marketable securities. Accrued interest receivable of $2.6 million and $1.5 million is presented separately within the prepaid expenses and other current assets balance on the unaudited condensed consolidated balance sheet as of September 30, 2026 and on the condensed consolidated balance sheet as of December 31, 2025, respectively.
The following table presents the gross unrealized holding losses and fair values for investments in an unrealized loss position, and the length of time individual securities have been in a continuous loss position, as of September 30, 2026 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
|
12 Months Or Greater |
|
|
|
Fair Value |
|
|
Unrealized Loss |
|
|
Fair Value |
|
|
Unrealized Loss |
|
Commercial paper |
|
$ |
22,072 |
|
|
$ |
(46 |
) |
|
$ |
— |
|
|
$ |
— |
|
U.S. government treasury and agency securities |
|
|
242,046 |
|
|
|
(921 |
) |
|
|
— |
|
|
|
— |
|
Corporate bonds |
|
|
49,201 |
|
|
|
(318 |
) |
|
|
— |
|
|
|
— |
|
Total available-for-sale securities |
|
$ |
313,319 |
|
|
$ |
(1,285 |
) |
|
$ |
— |
|
|
$ |
— |
|
We periodically review our available-for-sale securities to assess for credit impairment. Some of the factors considered in assessing impairment include the extent to which the fair value is less than the amortized cost basis, adverse conditions related to the security, an industry or geographic area, changes to security ratings or sector credit ratings and other relevant market data.
As of September 30, 2026, we did not intend, nor were we more likely than not to be required, to sell our available-for-sale investments before the recovery of their amortized cost basis, which may be maturity. Based on our assessment, we concluded all impairment as of September 30, 2026 to be due to factors other than credit loss, such as changes in interest rates. A credit allowance was not recognized and the impairment of our available-for-sale securities was recorded in other comprehensive loss.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
7. Leases
We have operating lease agreements for laboratory, office and warehouse facilities in Seattle, Washington, South San Francisco, California and Bothell, Washington. As of September 30, 2026, we were not party to any finance leases.
The following table reconciles our undiscounted operating lease cash flows to our operating lease liabilities, less current portion balance on the unaudited condensed consolidated balance sheet as of September 30, 2026 (in thousands):
|
|
|
|
|
|
2026 (excluding the nine months ended September 30, 2026) |
|
$ |
3,034 |
|
2027 |
|
|
12,462 |
|
2028 |
|
|
12,818 |
|
2029 |
|
|
12,860 |
|
2030 |
|
|
12,988 |
|
Thereafter |
|
|
31,344 |
|
Total undiscounted lease payments |
|
|
85,506 |
|
Less: Imputed interest |
|
|
(11,914 |
) |
Total operating lease liabilities |
|
|
73,592 |
|
Less: Current portion |
|
|
(9,137 |
) |
Operating lease liabilities, less current portion |
|
$ |
64,455 |
|
During the nine months ended September 30, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was $9.3 million and $10.7 million, respectively.
We have $2.1 million in letters of credit with one of our financial institutions in connection with certain of our leases.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
8. Convertible Senior Notes and Capped Call Transactions
0% Convertible Senior Notes Due 2031
On June 22, 2026, we issued $345.0 million in aggregate principal amount of 0% convertible senior notes due 2031 (the “Notes”). We issued the Notes pursuant to an indenture (the “Indenture”), dated as of June 22, 2026, between us and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). We incurred $10.2 million in related issuance costs.
The Notes will mature on July 1, 2031, unless earlier converted, redeemed or repurchased. The Notes do not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are our senior, unsecured obligations. Subject to limited exceptions, noteholders may not convert their Notes until April 1, 2031, on which date noteholders may convert their Notes until the close of business on the second trading day before the maturity date. We may settle conversions in cash, shares of our common stock (up to 20,034,840 shares) or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 41.4800 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $24.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part, on or after July 1, 2029 and on or before the 40th trading day before the maturity date, if the last reported sale price per share of our common stock exceeds 130% of the conversion price and certain conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest and additional interest.
If certain business combination transactions or de-listing events that constitute a “Fundamental Change” (as defined in the Indenture) occurs, then noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest and additional interest. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then we will in certain circumstances increase the conversion rate for a specified period of time.
The Indenture contains customary events of default, which include defaults relating to payment on the Notes, conversion of the Notes, covenants relating to consolidations, mergers, or sales of all or substantially all of our assets, and certain insolvency events. Certain insolvency events will result in the principal amount of, and any accrued and unpaid interest on, all of the Notes then outstanding becoming immediately due and payable, and other events of default require the Trustee or noteholders of at least 25% aggregate principal amount of the Notes then outstanding to declare the principal amount of, and any accrued and unpaid interest on, all of the Notes then outstanding due and payable immediately. Some events of default have cure periods or may be addressed by our paying additional interest.
During the three and nine months ended September 30, 2026, the conditions allowing the noteholders to convert were not met. We recognize the Notes, at par, net of unamortized issuance costs, as a long-term liability under the convertible senior notes, net line item on the unaudited condensed consolidated balance sheets. Issuance costs are being amortized over the term of the Notes using the effective interest method, recognized as interest expense on the unaudited condensed consolidated statements of operations. We recognized $0.5 million in interest expense related to the Notes during the three and nine months ended September 30, 2026.
The net carrying amounts of the liability components of the Notes were as follows as of September 30, 2026 (in thousands):
|
|
|
|
|
|
Principal |
|
$ |
345,000 |
|
Unamortized issuance costs |
|
|
(9,621 |
) |
Convertible senior notes, net |
|
$ |
335,379 |
|
As of September 30, 2026, the total estimated fair value of the Notes was $484.6 million. The fair value was estimated based on quoted trading prices on the last day of trading for the period (Level 2).
Capped Call Transactions
In connection with the pricing and exercise by the initial purchasers of their option to purchase additional Notes, we entered into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $34.44 per share of our common stock, representing a premium of 100% over the last reported sale price of our common stock of $17.22 per share on June 16, 2026.
The Capped Call Transactions are separate transactions entered into by us with the Option Counterparties, are not part of the
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
terms of the Notes and will not change the noteholders’ rights. Noteholders will not have any rights with respect to the Capped Call Transactions. All of the capped calls were outstanding as of September 30, 2026.
9. Revenue Interest Purchase Agreement
In September 2022, we entered into the Purchase Agreement with OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”), an affiliate of OrbiMed Advisors LLC, as collateral agent and administrative agent for the purchasers party thereto (the “Purchasers”). Pursuant to the Purchase Agreement, we received $125.0 million from the Purchasers at closing, less certain transaction expenses. As consideration for such payments, the Purchasers had a right to receive certain revenue interests (the “Revenue Interests”) from us based on a percentage of all GAAP revenue. Payments in respect of the Revenue Interests were to be made quarterly within 45 days following the end of each fiscal quarter (each, a “Revenue Interest Payment”).
On June 22, 2026, we used $156.9 million of proceeds from the Notes offering to repurchase all Revenue Interests outstanding and satisfied all obligations under the Purchase Agreement, effectively terminating the Purchase Agreement. In connection with the termination and in accordance with Accounting Standards Codification Topic 470, Debt, we recorded a loss on debt extinguishment of $23.7 million in the loss on revenue interest liability extinguishment line item of the condensed consolidated statements of operations for the nine months ended September 30, 2026.
Accounting Treatment
We accounted for the initial transaction as debt recorded at amortized cost using the effective interest rate method. To determine the amortization of the Purchase Agreement obligation, we were required to estimate the amount and timing of future Revenue Interest Payments based on our estimate of the timing and amount of future revenues and calculated an effective interest rate which would amortize the obligation to zero over the amortization period. We imputed interest expense associated with the liability through the Revenue Interests repurchase date of June 22, 2026.
In connection with the Purchase Agreement, we incurred debt issuance costs of $0.6 million. Debt issuance costs were recorded to debt and were amortized over the term of the debt using the effective interest method.
The assumptions used in determining the expected repayment term of the obligation and amortization period of the issuance costs required us to make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs were to be amortized. We periodically assessed the amount and timing of expected Revenue Interest Payments based on internal forecasts. To the extent such payments were greater or less than our initial estimates or the timing of such payments was materially different than our original estimates, we would prospectively adjust the amortization of the revenue interest liability and the issuance costs, as well as the effective interest rate.
The following table sets forth the revenue interest liability, net activity during the nine months ended September 30, 2026 (in thousands):
|
|
|
|
|
|
Revenue interest liability, net at December 31, 2025 |
|
$ |
131,208 |
|
Interest expense |
|
|
5,540 |
|
Revenue interest paid |
|
|
(12,373 |
) |
Repurchase of Revenue Interests |
|
|
(148,108 |
) |
Loss on revenue interest liability extinguishment |
|
|
23,733 |
|
Revenue interest liability, net at September 30, 2026 |
|
$ |
— |
|
There was no revenue interest payable as of September 30, 2026. Revenue interest payable of $3.6 million was included within the accounts payable balance on the condensed consolidated balance sheet as of December 31, 2025.
10. Commitments and Contingencies
Legal Proceedings
We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We were not party to any material legal proceedings as of September 30, 2026.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
Indemnification Agreements
In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of our agreements with them or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with members of our board of directors and certain of our executive officers that will require us to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is, in many cases, unlimited. We have not incurred any material costs as a result of such indemnifications and are not currently aware of any indemnification claims.
11. Shareholders’ Equity
Common Stock
Our common stock has no preferences or privileges and is not redeemable. Holders of our common stock are entitled to one vote for each share of common stock held. The holders of record of outstanding shares of common stock shall be entitled to receive, when, as and if declared, out of funds legally available, such cash and other dividends as may be declared from time to time.
Our 2019 Equity Incentive Plan (the “2019 Plan”) provides for annual increases in the number of shares that may be issued under the 2019 Plan on each January 1 by a number of shares equal to the lesser of (a) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.
Furthermore, our Employee Stock Purchase Plan (the “ESPP”) provides for annual increases in the number of shares available for issuance under our ESPP on each January 1 by a number of shares equal to the smallest of (a) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.
Effective January 1, 2026, our 2019 Plan reserve increased by 7,688,970 shares. Our board of directors determined not to increase the ESPP reserve in 2026.
In June 2026, we purchased 1,451,800 shares of our common stock at a price of $17.22 per share in privately negotiated transactions.
As of September 30, 2026, we had reserved shares of common stock for the following:
|
|
|
|
|
|
Shares issuable upon the exercise of outstanding stock options granted |
|
|
6,088,318 |
|
Shares issuable upon the vesting of outstanding restricted stock units granted and the maximum outstanding performance-based and market-based restricted stock units granted eligible to be earned |
|
|
13,308,189 |
|
Shares available for future grant under the 2019 Equity Incentive Plan |
|
|
17,367,030 |
|
Shares available for future grant under the Employee Stock Purchase Plan |
|
|
5,686,170 |
|
Maximum shares issuable upon the conversion of senior notes due in 2031 |
|
|
20,034,840 |
|
Total shares of common stock reserved for future issuance |
|
|
62,484,547 |
|
12. Equity Incentive Plans
2009 Equity Incentive Plan
We adopted an equity incentive plan in 2009 (the “2009 Plan”) that provided for the issuance of incentive and nonqualified common stock options and other share-based awards for employees, directors and consultants. Under the 2009 Plan, the exercise price for incentive and nonqualified stock options were not to be less than the fair market value of our common stock at the date of grant. Stock options granted under this plan expire no later than ten years from the grant date and vesting was established at the time of grant. Pursuant to the terms of the 2019 Plan, any shares subject to outstanding stock options originally granted under the 2009 Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof shall become available for issuance pursuant to awards granted under the 2019 Plan. While no shares are available for future grant under the 2009 Plan, it continues to govern outstanding equity awards granted thereunder.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
2019 Equity Incentive Plan
The 2019 Plan became effective immediately prior to the closing of our initial public offering in July 2019. The 2019 Plan provides for the issuance of awards in the form of stock options and other share-based awards for employees, directors and consultants. Under the 2019 Plan, the stock option exercise price per share shall not be less than the fair market value of a share of stock on the effective date of grant, as defined by the 2019 Plan, unless explicitly qualified under the provisions of Section 409A or Section 424(a) of the Internal Revenue Code of 1986. Additionally, unless otherwise specified, stock options granted under this plan expire no later than ten years from the grant date and vesting is established at the time of grant. Except for certain awards granted to non-employee directors, stock options and restricted stock units granted under the 2019 Plan generally vest over a four-year period, subject to continuous service through each applicable vesting date. As of September 30, 2026, we had 35,802,073 shares of common stock authorized for issuance under the 2019 Plan.
Changes in shares available for grant during the nine months ended September 30, 2026 were as follows:
|
|
|
|
|
|
|
|
Shares Available for Grant |
|
Shares available for grant at December 31, 2025 |
|
|
11,542,119 |
|
2019 Equity Incentive Plan reserve increase effective January 1, 2026 |
|
|
7,688,970 |
|
Stock options and restricted stock units granted and the maximum performance-based and market-based restricted stock units granted eligible to be earned |
|
|
(3,309,846 |
) |
Stock options, restricted stock units and performance-based restricted stock units forfeited or expired |
|
|
1,445,787 |
|
Shares available for grant at September 30, 2026 |
|
|
17,367,030 |
|
Stock Options
Stock option activity under the 2009 Plan and 2019 Plan during the nine months ended September 30, 2026 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Subject to
Outstanding Stock Options |
|
|
Weighted-Average Exercise
Price per Share |
|
|
Aggregate Intrinsic Value
(in thousands) |
|
Stock options outstanding at December 31, 2025 |
|
10,044,260 |
|
|
$ |
16.22 |
|
|
|
|
Stock options forfeited |
|
|
(1,109 |
) |
|
|
12.76 |
|
|
|
|
Stock options expired |
|
|
(131,061 |
) |
|
|
34.50 |
|
|
|
|
Stock options exercised |
|
|
(3,823,772 |
) |
|
|
8.44 |
|
|
|
|
Stock options outstanding at September 30, 2026 |
|
|
6,088,318 |
|
|
$ |
20.71 |
|
|
$ |
71,238 |
|
Stock options vested and exercisable at September 30, 2026 |
|
5,331,819 |
|
|
$ |
22.70 |
|
|
$ |
54,452 |
|
The weighted-average remaining contractual life for stock options outstanding as of September 30, 2026 was 4.7 years. The weighted-average remaining contractual life for stock options vested and exercisable as of September 30, 2026 was 4.3 years.
Restricted Stock Units
Restricted stock unit activity under the 2019 Plan during the nine months ended September 30, 2026 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
Outstanding |
|
|
Weighted-Average Grant Date
Fair Value per Share |
|
Nonvested restricted stock units outstanding at December 31, 2025 |
|
11,245,666 |
|
|
$ |
7.26 |
|
Restricted stock units granted |
|
2,102,342 |
|
|
|
16.49 |
|
Restricted stock units forfeited |
|
|
(1,188,641 |
) |
|
|
8.47 |
|
Restricted stock units vested |
|
|
(3,997,122 |
) |
|
|
7.73 |
|
Nonvested restricted stock units outstanding at September 30, 2026 |
|
|
8,162,245 |
|
|
$ |
9.24 |
|
Performance-Based Restricted Stock Units
One of our executive officers was granted an award of 124,976 shares of performance-based restricted stock units in 2025 (which had a grant date fair value of $7.28 per share), which was subsequently forfeited during the nine months ended September 30, 2026, given the related financial metric was not achieved.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
Separately, during the nine months ended September 30, 2026, our executive officers were granted awards of performance-based restricted stock units. The total number of shares of common stock that may be earned under the respective awards range from zero shares to 603,746 shares and are calculated based on an MRD revenue compound annual growth rate metric, as measured over a three-year performance period. Except as expressly provided in the terms of each award’s agreement, vesting is subject to the respective grantee’s continuous service through the end of the three-year performance period.
Market-Based Restricted Stock Units
Separate from the restricted stock units described above, our executive officers have been granted awards of market-based restricted stock units. The number of shares of common stock that may be earned under the respective awards range from zero shares to a defined maximum number of shares and are calculated based on our total shareholder return during a three-year performance period as measured against that of the group of companies comprising the S&P Biotechnology Select Industry Index as of the grant date or other applicable date, subject to certain adjustments to such index group. Except as expressly provided in the terms of each award’s agreement, vesting is subject to the respective grantee’s continuous service through the end of the three-year performance period.
Market-based restricted stock unit activity under the 2019 Plan during the nine months ended September 30, 2026 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Market-Based Restricted
Stock Units Outstanding |
|
|
Weighted-Average Grant Date
Fair Value per Share |
|
Nonvested maximum market-based restricted stock units outstanding at December 31, 2025 |
|
|
5,356,880 |
|
|
$ |
11.07 |
|
Maximum market-based restricted stock units granted |
|
|
603,758 |
|
|
27.15 |
|
Market-based restricted stock units vested |
|
|
(1,418,440 |
) |
|
|
13.82 |
|
Nonvested maximum market-based restricted stock units outstanding at September 30, 2026 |
|
|
4,542,198 |
|
|
$ |
12.35 |
|
Grant Date Fair Value of Restricted Stock Units, Performance-Based Restricted Stock Units and Market-Based Restricted Stock Units Granted
The grant date fair value of restricted stock units granted is based on the closing price of our common stock on the date of grant, or other relevant determination date, as reported on The Nasdaq Global Select Market. The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2026 and 2025 was $16.49 and $8.18, respectively.
The weighted-average grant date fair value per share of the performance-based restricted stock units granted during the nine months ended September 30, 2026 and 2025 was $16.44 and $7.28, respectively, and was based on the closing price of our common stock on the date of grant, as reported on The Nasdaq Global Select Market. Expense is recognized ratably over the requisite service period, at the estimated attainment level, only if achievement of the performance attainment level is deemed probable. Previously recognized compensation cost will be reversed to the extent a prior attainment level is no longer deemed probable or is deemed not met. Probability of achievement is assessed periodically. If a grantee ceases to provide continued service through the applicable vesting date for reasons other than those expressly provided in the terms of the respective award, compensation cost recognized for unvested shares will be reversed in the period in which service ceased.
The weighted-average grant date fair value per share of the market-based restricted stock units granted during the nine months ended September 30, 2026 and 2025 was $27.15 and $13.50, respectively, and was determined using a Monte Carlo valuation model, which uses assumptions such as volatility, risk-free interest rate and dividend estimated for the respective performance periods. Aggregate share-based compensation expense is calculated based on the target payout level of shares granted and is recognized on a straight-line basis over the respective grants' performance periods, which are also the requisite service periods. Attainment of each grant's respective market condition and the number of shares earned and vested does not impact the related share-based compensation expense recognized. Share-based compensation expense is reversed only if the respective grantee does not provide continuous service through the respective performance period for reasons other than those expressly provided in the terms of the respective award.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
The compensation cost related to stock options, restricted stock units, performance-based restricted stock units and market-based restricted stock units for the three and nine months ended September 30, 2026 and 2025, respectively, are included on the unaudited condensed consolidated statements of operations as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Cost of revenue |
|
$ |
714 |
|
|
$ |
904 |
|
|
$ |
2,184 |
|
|
$ |
2,793 |
|
Research and development |
|
|
2,415 |
|
|
|
4,323 |
|
|
|
8,694 |
|
|
|
12,657 |
|
Sales and marketing |
|
|
3,021 |
|
|
|
3,407 |
|
|
|
9,577 |
|
|
|
10,059 |
|
General and administrative |
|
|
4,236 |
|
|
|
4,623 |
|
|
|
12,978 |
|
|
|
13,254 |
|
Total share-based compensation expense |
|
$ |
10,386 |
|
|
$ |
13,257 |
|
|
$ |
33,433 |
|
|
$ |
38,763 |
|
As of September 30, 2026, unrecognized share-based compensation expense and the remaining weighted-average recognition period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized Share-Based
Compensation Expense
(in thousands) |
|
|
Remaining Weighted-Average
Recognition Period
(in years) |
|
Nonvested stock options |
|
$ |
3,282 |
|
|
|
1.95 |
|
Nonvested restricted stock units |
|
|
58,081 |
|
|
|
2.68 |
|
Nonvested performance-based restricted stock units |
|
|
4,012 |
|
|
|
2.43 |
|
Nonvested market-based restricted stock units |
|
|
13,988 |
|
|
|
1.84 |
|
13. Net Income (Loss) Per Share Attributable to Adaptive Biotechnologies Corporation Common Shareholders
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to our common shareholders for the three and nine months ended September 30, 2026 and 2025, respectively (in thousands, except share and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Numerators |
|
|
|
|
|
|
|
|
|
|
|
|
Basic: Net income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
2,876 |
|
|
$ |
9,546 |
|
|
$ |
(56,945 |
) |
|
$ |
(45,920 |
) |
Interest on convertible senior notes due 2031 |
|
|
503 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Diluted: Net income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
3,379 |
|
|
$ |
9,546 |
|
|
$ |
(56,945 |
) |
|
$ |
(45,920 |
) |
Denominators |
|
|
|
|
|
|
|
|
|
|
|
|
Basic: Weighted-average shares outstanding |
|
|
160,400,525 |
|
|
|
152,432,307 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
Incremental shares attributable to share-based compensation plans |
|
|
12,168,531 |
|
|
|
10,729,800 |
|
|
|
— |
|
|
|
— |
|
Incremental shares attributable to convertible senior notes due 2031 |
|
|
14,310,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Diluted: Weighted-average shares outstanding |
|
|
186,879,656 |
|
|
|
163,162,107 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
$ |
(0.36 |
) |
|
$ |
(0.30 |
) |
The number of weighted-average common stock equivalents excluded from the calculation of diluted net income (loss) per share attributable to our common shareholders because of their anti-dilutive effect was 2.6 million and 5.9 million for the three months ended September 30, 2026 and 2025, respectively, and 28.4 million and 28.0 million for the nine months ended September 30, 2026 and 2025, respectively. Common stock equivalents are comprised of shares that may be issued under our stock option, restricted stock, performance-based restricted stock and market-based restricted stock programs, as well as under the Notes using the if-converted
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
method. The shares issuable in connection with a make-whole fundamental change were not considered common stock equivalents in these calculations.
14. Segment Information
There are no inter-segment revenues. See Note 3, Revenue for more information about each segment’s revenue. Our chief operating decision maker (“CODM”) is not regularly provided and does not review assets to assess each segment’s performance, make strategic decisions or allocate resources. As such, assets for reportable segments are not disclosed.
The following tables set forth our segment information, including significant segment expenses that are (or are easily computable from) information regularly provided to our CODM, for the three and nine months ended September 30, 2026 and 2025, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2026 |
|
|
Three Months Ended September 30, 2025 |
|
|
|
MRD |
|
|
Immune Medicine |
|
|
Total |
|
|
MRD |
|
|
Immune Medicine(1) |
|
|
Total |
|
Revenue |
|
$ |
72,565 |
|
|
$ |
11,337 |
|
|
$ |
83,902 |
|
|
$ |
56,788 |
|
|
$ |
37,185 |
|
|
$ |
93,973 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
19,026 |
|
|
* |
|
|
|
19,026 |
|
|
|
17,303 |
|
|
* |
|
|
|
17,303 |
|
Research and development |
|
|
9,384 |
|
|
|
8,435 |
|
|
|
17,819 |
|
|
|
8,956 |
|
|
|
14,083 |
|
|
|
23,039 |
|
Sales and marketing |
|
|
25,760 |
|
|
* |
|
|
|
25,760 |
|
|
|
21,832 |
|
|
* |
|
|
|
21,832 |
|
General and administrative |
|
|
11,912 |
|
|
* |
|
|
|
11,912 |
|
|
|
10,739 |
|
|
* |
|
|
|
10,739 |
|
Other segment items(2) |
|
|
— |
|
|
|
3,336 |
|
|
|
3,336 |
|
|
|
— |
|
|
|
4,920 |
|
|
|
4,920 |
|
Add back segment non-cash and restructuring items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
2,475 |
|
|
|
665 |
|
|
|
3,140 |
|
|
|
2,470 |
|
|
|
1,470 |
|
|
|
3,940 |
|
Restructuring expense(3) |
|
|
— |
|
|
|
712 |
|
|
|
712 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense(4) |
|
|
6,161 |
|
|
|
2,295 |
|
|
|
8,456 |
|
|
|
6,537 |
|
|
|
4,459 |
|
|
|
10,996 |
|
Adjusted EBITDA(5) |
|
|
15,119 |
|
|
|
3,238 |
|
|
|
18,357 |
|
|
|
6,965 |
|
|
|
24,111 |
|
|
|
31,076 |
|
Items to reconcile to consolidated net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment non-cash and restructuring items |
|
|
|
|
|
|
|
|
(12,308 |
) |
|
|
|
|
|
|
|
|
(14,936 |
) |
Other unallocated items(1) |
|
|
|
|
|
|
|
|
(3,243 |
) |
|
|
|
|
|
|
|
|
(6,595 |
) |
Net income |
|
|
|
|
|
|
|
$ |
2,806 |
|
|
|
|
|
|
|
|
$ |
9,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2026 |
|
|
Nine Months Ended September 30, 2025 |
|
|
|
MRD |
|
|
Immune Medicine |
|
|
Total |
|
|
MRD |
|
|
Immune Medicine(1) |
|
|
Total |
|
Revenue |
|
$ |
205,826 |
|
|
$ |
20,503 |
|
|
$ |
226,329 |
|
|
$ |
150,447 |
|
|
$ |
54,848 |
|
|
$ |
205,295 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
55,161 |
|
|
* |
|
|
|
55,161 |
|
|
|
49,723 |
|
|
* |
|
|
|
49,723 |
|
Research and development |
|
|
27,220 |
|
|
|
32,416 |
|
|
|
59,636 |
|
|
|
26,613 |
|
|
|
43,624 |
|
|
|
70,237 |
|
Sales and marketing |
|
|
75,298 |
|
|
* |
|
|
|
75,298 |
|
|
|
65,199 |
|
|
* |
|
|
|
65,199 |
|
General and administrative |
|
|
37,920 |
|
|
* |
|
|
|
37,920 |
|
|
|
30,372 |
|
|
* |
|
|
|
30,372 |
|
Other segment items(2) |
|
|
— |
|
|
|
14,505 |
|
|
|
14,505 |
|
|
|
— |
|
|
|
15,731 |
|
|
|
15,731 |
|
Add back segment non-cash and restructuring items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
7,265 |
|
|
|
2,496 |
|
|
|
9,761 |
|
|
|
7,588 |
|
|
|
4,678 |
|
|
|
12,266 |
|
Impairment of long-lived assets(6) |
|
|
— |
|
|
|
347 |
|
|
|
347 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restructuring expense(3) |
|
|
325 |
|
|
|
1,107 |
|
|
|
1,432 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation expense(4) |
|
|
18,556 |
|
|
|
9,077 |
|
|
|
27,633 |
|
|
|
18,638 |
|
|
|
13,113 |
|
|
|
31,751 |
|
Adjusted EBITDA(5) |
|
|
36,373 |
|
|
|
(13,391 |
) |
|
|
22,982 |
|
|
|
4,766 |
|
|
|
13,284 |
|
|
|
18,050 |
|
Items to reconcile to consolidated net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment non-cash and restructuring items |
|
|
|
|
|
|
|
|
(39,173 |
) |
|
|
|
|
|
|
|
|
(44,017 |
) |
Other unallocated items(1) |
|
|
|
|
|
|
|
|
(40,959 |
) |
|
|
|
|
|
|
|
|
(19,911 |
) |
Net loss |
|
|
|
|
|
|
|
$ |
(57,150 |
) |
|
|
|
|
|
|
|
$ |
(45,878 |
) |
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
(unaudited)
* Non-significant segment expenses for Immune Medicine.
(1) Costs related to Digital Biotechnologies, Inc. are no longer included as Immune Medicine costs and have been reclassified to the “other unallocated items” total.
(2) For the Immune Medicine segment, includes all Immune Medicine operating expenses, other than research and development expenses.
(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit arrangements.
(4) Represents share-based compensation expense related to various awards. See Note 12, Equity Incentive Plans for details on our share-based compensation expense.
(5) Segment Adjusted EBITDA is a non-GAAP financial measure we define as revenue less expenses, adjusted for depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense and share-based compensation expense generated and incurred, respectively, by each segment. Adjusted EBITDA related to our unallocated category is included in the calculation of consolidated Adjusted EBITDA but not shown above in the breakout and aggregation of segment Adjusted EBITDA.
(6) Represents expenses recognized in conjunction with a restructuring that primarily impacted research and development activities.
Adaptive Biotechnologies Corporation
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes and the other financial information appearing elsewhere in this report, as well as the other financial information we file with the SEC from time to time. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties relating to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements.
As a result of many factors, including those factors set forth in the “Risk Factors” section of this report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are advancing the field of immune medicine by harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our immune medicine platform applies our proprietary technologies to read the diverse genetic code of a patient’s immune system and understand precisely how the immune system detects and treats disease in that patient. We capture these insights in our dynamic clinical immunomics database and related antigen annotations, which are underpinned by computational biology and machine learning, and use them to develop and commercialize clinical products and services that can be tailored to the needs of individual patients. Our existing and future commercial products and services are aligned to two business areas which we refer to as MRD and Immune Medicine.
Our current product and service offerings in MRD related to the MRD market are our clonoSEQ clinical diagnostic test, offered to clinicians, and our clonoSEQ or MRD assay, offered to biopharmaceutical partners to advance drug development efforts. Our first clinical diagnostic product, clonoSEQ, is the first test authorized by the Food and Drug Administration for the detection and monitoring of MRD in patients with multiple myeloma (“MM”), B cell acute lymphoblastic leukemia and chronic lymphocytic leukemia, and is also available as a CLIA-validated laboratory developed test for patients with other lymphoid cancers, including diffuse large B cell lymphoma and mantle cell lymphoma (“MCL”). In the fourth quarter of 2024, we obtained Medicare coverage for MCL and initiated promotional efforts in MCL. We also obtained a new Medicare Clinical Laboratory Fee Schedule rate of $2,007 per test for clonoSEQ and MolDX separately updated the clonoSEQ episode pricing to $8,029 for all covered indications. This represented a 17% increase from the previous episode price. In April 2025, Palmetto GBA expanded coverage of clonoSEQ to include single time point testing to monitor for recurrence in patients with a history of MCL. This expanded coverage is in addition to the existing Medicare episode payment structure for clonoSEQ. During the third quarter of 2026, the National Comprehensive Cancer Network® Guidelines for MM were updated, strengthening MRD testing recommendations and specifically referencing clonoSEQ. Separately, on behalf of the International Myeloma Society and International Myeloma Working Group, global experts presented a new consensus definition of cure for MM, which includes at least four MRD assessments over a five-year treatment-free period, and requires sustained MRD negativity at 10-6 sensitivity. With the use of clonoSEQ, we are transforming how lymphoid cancers are treated by working with providers, pharmaceutical partners and payors. In an effort to enable easier test ordering, we have integrated our clonoSEQ test into the electronic medical record systems, including Epic Systems Corporation’s Aura and Flatiron Health, Inc.’s OncoEMR®, of numerous accounts.
Immune Medicine leverages our proprietary ability to sequence, map, pair and characterize T cell receptors (“TCRs”) and B cell receptors at scale to drive opportunities in cancer and autoimmune disorders. In June 2026, we announced plans to pursue a separation of our MRD and Immune Medicine businesses, which remains ongoing. Following any such separation, Harlan Robins, our co-founder, former Chief Scientific Officer and brother of Chief Executive Officer Chad Robins, may hold a meaningful role in the Immune Medicine business. In July 2026, we decided to wind down our research-use-only pharma services offering for TCR sequencing, or Adaptive Immunosequencing. This change enables the Immune Medicine business to focus on our proprietary TCR-antigen dataset, our artificial intelligence and machine learning digital models and our target discovery platform for autoimmune disease.
Adaptive Biotechnologies Corporation
We recognized revenue of $83.9 million and $94.0 million for the three months ended September 30, 2026 and 2025, respectively, and $226.3 million and $205.3 million for the nine months ended September 30, 2026 and 2025, respectively. Net income attributable to Adaptive Biotechnologies Corporation was $2.9 million and $9.5 million for the three months ended September 30, 2026 and 2025, respectively. Net loss attributable to Adaptive Biotechnologies Corporation was $56.9 million and $45.9 million for the nine months ended September 30, 2026 and 2025, respectively. We have funded our operations to date principally from the sale of convertible preferred stock and common stock, including the sale of common stock in our initial public offering and follow-on offering, revenue, proceeds received from the revenue interest purchase agreement entered into in September 2022 (the “Purchase Agreement”) and proceeds received from the June 2026 issuance of 0% convertible senior notes due 2031 (the “Notes”). As of September 30, 2026 and December 31, 2025, we had cash, cash equivalents and marketable securities of $400.2 million and $240.2 million, respectively. These balances include $13.8 million and $13.1 million of cash and cash equivalents held by Digital Biotechnologies, Inc., respectively.
Components of Results of Operations
Revenue
We derive revenue by providing diagnostic and research services in our MRD and Immune Medicine business areas. Our MRD revenue consists of revenue generated from (1) providing our clonoSEQ report to clinical customers; (2) providing MRD sample testing services to biopharmaceutical customers and certain academic institutions, including investigator-led clinical trials; and (3) providing our clonoSEQ report or results to certain international laboratory sites through technology transfers. We disclose our clonoSEQ test volume, which includes the number of clonoSEQ reports and results we have provided to ordering physicians in the United States (“U.S.”) and international technology transfer sites. These volumes do not include sample results from our biopharmaceutical customers or academic institutions utilizing our MRD services. Our Immune Medicine revenue consists of revenue generated from (1) providing sample testing services for our commercial research product, Adaptive Immunosequencing; (2) data licensing and target discovery services; and (3) for periods prior to October 1, 2025, our former collaboration with Genentech, Inc. (“Genentech”) under the worldwide collaboration and license agreement with Genentech (the “Genentech Agreement”).
For our clinical customers, we primarily derive revenue from providing our clonoSEQ report to ordering physicians. We bill commercial, government and medical institution payors based on reports delivered to ordering physicians. Amounts paid for clonoSEQ by commercial, government and medical institution payors vary based on respective reimbursement rates and patient responsibilities, which may differ from our targeted list price. We recognize clinical revenue by evaluating customer payment history, contracted reimbursement rates, if applicable, and other adjustments to estimate the amount of revenue that is collectible.
For our clonoSEQ coverage under Medicare, we bill an episode of treatment when we deliver the first eligible test report. This billing contemplates all necessary tests required during a patient’s treatment cycle, which is currently estimated at approximately four tests per patient, including the initial sequence identification test. Revenue recognition commences at the time the initial billable test report is delivered and is based upon cumulative tests delivered to date. Any unrecognized revenue from the initial billable test is recorded as deferred revenue and recognized either as we deliver our estimate of the remaining tests in a patient’s treatment cycle or when the likelihood becomes remote that a patient will receive additional testing. In certain cases, we continue to provide services and incur costs for patients who exceed our number of estimated tests.
For our research customers, which include biopharmaceutical customers and academic institutions for both our MRD and Adaptive Immunosequencing services, delivery of the respective test results may include some level of professional support and analysis. Terms with biopharmaceutical customers generally include non-refundable payments made in advance of services (“upfront payments”), which we record as deferred revenue. For all research customers, we recognize revenue as we deliver sequencing results. From time to time, we offer discounts in order to gain rights and access to certain datasets. Revenue is recognized net of these discounts and costs associated with these services are reflected in cost of revenue. In periods where our sample estimates are reduced or a customer project is cancelled and, in either case, we have remaining related deferred revenue, we recognize revenue using a cumulative catch-up approach based on the proportion of samples delivered to date relative to the total samples expected to be delivered. Certain of our MRD revenue arrangements with biopharmaceutical customers include cash consideration from the achievement of regulatory milestones of the respective biopharmaceutical customers’ therapeutics. Such revenue is constrained from recognition until it becomes probable that such milestone will be achieved.
Under certain agreements with our biopharmaceutical customers who seek access to our platform to support their therapeutic development activities, revenues are generated from research and development support services that we provide or have developed. These agreements have included non-refundable upfront payments. Revenue recognized from these activities include revenue recognized from the former Genentech Agreement and a data licensing agreement.
For our data licensing agreement, we provide non‑exclusive licenses to specified TCR dataset tranches. We identified one performance obligation: the delivery of the respective TCR dataset tranche. We recognize revenue upon delivery of such licensed data. We also have the right to receive additional consideration upon the renewal or exercise of additional TCR dataset tranche licenses. These do not represent material rights, and as such, will be accounted for when and if exercised.
Adaptive Biotechnologies Corporation
For our target discovery agreement, we received an initial upfront payment and rights to additional consideration upon the delivery of completed disease-specific TCRs pursuant to a research plan. We identified two distinct performance obligations: (1) to provide Adaptive Immunosequencing services for customer-provided specimens; and (2) the delivery of the disease-specific TCRs with the associated license rights, which took place during the three months ended September 30, 2026. The consideration allocated to each of the respective performance obligations is recognized as Immune Medicine service and licensing revenue upon the delivery of the respective datasets. If the customer elects to further develop therapeutics, we may be eligible to receive additional development, commercial and sales milestone payments that could total up to $877.5 million. All such development, commercial and sales‑based milestone payments are fully constrained until the underlying triggering events occur. The customer is solely responsible for any subsequent development costs following the conclusion of the research plan.
We expect our MRD revenue to increase in both the short term and long term as we continue to increase our MRD clinical testing volume through enhanced penetration in our existing covered patient populations, expand into new patient populations and optimize payor coverage. Our MRD revenue may fluctuate period to period due to the uncertain timing of receipt of our biopharmaceutical customer samples, which may cause uncertainty in the delivery of our products and services, the recognition of milestones related to regulatory approvals of our biopharmaceutical customers’ therapeutics and changes in estimates of our clinical revenue reimbursement rates.
We expect our Immune Medicine revenue to decrease in the short term as we continue to wind down Adaptive Immunosequencing services and focus on target discovery business development efforts. Our Immune Medicine revenue may also fluctuate from period to period due to the potential recognition of milestones under our target discovery agreement and any future licensing agreements.
Cost of Revenue
Cost of revenue includes the cost of materials, personnel-related expenses (including salaries, benefits and share-based compensation), shipping and handling expenses, equipment costs, allocated facility costs associated with processing samples and professional support costs related to our service revenue activities. Allocated facility costs include depreciation of laboratory equipment, as well as allocated facility occupancy and information technology costs. Costs associated with processing samples are recorded as expense, regardless of the timing of revenue recognition. As such, cost of revenue and related volume does not always trend in the same direction as revenue recognition and related volume. Additionally, costs to support the Genentech Agreement were a component of our research and development expenses.
We expect cost of revenue to moderately increase in the short term and to increase in absolute dollars in the long term as we grow our sample testing volume, but the cost per sample to decrease over the long term due to the efficiencies we may gain as assay volume increases from improved utilization of our laboratory capacity, automation and other value engineering initiatives. If our sample volume throughput is reduced, cost of revenue as a percentage of total revenue may be adversely impacted due to fixed overhead costs.
Research and Development Expenses
Research and development expenses consist of laboratory materials costs, personnel-related expenses (including salaries, benefits and share-based compensation), equipment costs, allocated facility and information technology costs and contract service expenses. Research and development activities support further development and refinement of existing assays and products, discovery of new technologies and investments in our immune medicine platform. We also include in research and development expenses the costs associated with software development of applications to support future commercial opportunities, as well as development activities to support laboratory scaling and workflow. We are currently conducting research and development activities for several products and services and we typically use our laboratory materials, personnel, facilities, information technology and other development resources across multiple development programs. Additionally, certain of these research and development activities benefit more than one of our product opportunities.
The costs to support the Genentech Agreement were a component of our research and development expenses. Additionally, a component of our research and development expenses are costs supporting clinical and analytical validations to obtain regulatory approval for future clinical products and services. Some of these activities have generated and may in the future generate revenue.
We expect research and development expenses to be relatively stable in the short term and to decrease as a percentage of revenue in the long term, although the percentage may fluctuate from period to period due to the timing and extent of our development and commercialization efforts.
Adaptive Biotechnologies Corporation
Sales and Marketing Expenses
Sales and marketing expenses include personnel-related expenses (including salaries, benefits and share-based compensation) for commercial sales, product and account management, marketing, reimbursement, medical education and business development personnel that support commercialization of our platform products. In addition, these expenses include external costs such as advertising expenses, customer education and promotional expenses, market analysis expenses, conference fees, travel expenses and allocated facility and information technology costs.
We expect sales and marketing expenses to moderately increase in the short term. In the long term, we expect sales and marketing expenses to increase in absolute dollars as we increase marketing activities to drive awareness and adoption of our products and services. However, we expect sales and marketing expenses to decrease as a percentage of revenue in the long term, subject to fluctuations from period to period due to the timing and magnitude of these expenses.
General and Administrative Expenses
General and administrative expenses include personnel-related expenses (including salaries, benefits and share-based compensation) for our personnel in executive, legal, finance and accounting, human resources and other administrative functions, including third-party clinical billing services. In addition, these expenses include insurance costs, external legal costs, accounting and tax service expenses, consulting fees and allocated facility and information technology costs.
We expect general and administrative expenses to moderately increase in the short term and to decrease as a percentage of revenue in the long term.
Interest Expense
Interest expense includes the amortization of deferred costs related to issuance of the Notes, and, for periods prior to the third quarter of 2026, costs associated with our now settled revenue interest liability and the noncash interest costs associated with the amortization of deferred issuance costs related to the Purchase Agreement. We impute interest expense using the effective interest method.
Loss on Revenue Interest Liability Extinguishment
Loss on revenue interest liability extinguishment represents the loss recognized in connection with our early settlement of the revenue interest liability under the Purchase Agreement.
Adaptive Biotechnologies Corporation
Statements of Operations Data and Other Financial and Operating Data
The following table sets forth our statements of operations data and other financial and operating data for the periods presented (in thousands, except share and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Statements of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
83,902 |
|
|
$ |
93,973 |
|
|
$ |
226,329 |
|
|
$ |
205,295 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
19,933 |
|
|
|
18,157 |
|
|
|
58,806 |
|
|
|
53,135 |
|
Research and development |
|
|
18,638 |
|
|
|
23,669 |
|
|
|
61,414 |
|
|
|
72,006 |
|
Sales and marketing |
|
|
26,896 |
|
|
|
23,470 |
|
|
|
79,656 |
|
|
|
70,090 |
|
General and administrative |
|
|
18,464 |
|
|
|
17,959 |
|
|
|
60,616 |
|
|
|
53,144 |
|
Amortization of intangible assets |
|
|
428 |
|
|
|
428 |
|
|
|
1,270 |
|
|
|
1,270 |
|
Total operating expenses |
|
|
84,359 |
|
|
|
83,683 |
|
|
|
261,762 |
|
|
|
249,645 |
|
(Loss) income from operations |
|
|
(457 |
) |
|
|
10,290 |
|
|
|
(35,433 |
) |
|
|
(44,350 |
) |
Interest and other income, net |
|
|
3,766 |
|
|
|
2,226 |
|
|
|
8,102 |
|
|
|
7,296 |
|
Interest expense |
|
|
(503 |
) |
|
|
(2,971 |
) |
|
|
(6,086 |
) |
|
|
(8,824 |
) |
Loss on revenue interest liability extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(23,733 |
) |
|
|
— |
|
Net income (loss) |
|
|
2,806 |
|
|
|
9,545 |
|
|
|
(57,150 |
) |
|
|
(45,878 |
) |
Add: Net loss (income) attributable to noncontrolling interests |
|
|
70 |
|
|
|
1 |
|
|
|
205 |
|
|
|
(42 |
) |
Net income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
2,876 |
|
|
$ |
9,546 |
|
|
$ |
(56,945 |
) |
|
$ |
(45,920 |
) |
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
$ |
(0.36 |
) |
|
$ |
(0.30 |
) |
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
160,400,525 |
|
|
|
152,432,307 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
Diluted |
|
|
186,879,656 |
|
|
|
163,162,107 |
|
|
|
158,610,150 |
|
|
|
151,248,398 |
|
Other Financial and Operating Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
$ |
14,348 |
|
|
$ |
27,953 |
|
|
$ |
11,153 |
|
|
$ |
8,009 |
|
(1) Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense, share-based compensation expense and revenue interest liability extinguishment loss. See “Adjusted EBITDA” below for a reconciliation between Adjusted EBITDA and net income (loss) attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, and a discussion about the limitations of Adjusted EBITDA.
Adaptive Biotechnologies Corporation
Comparison of the Three Months Ended September 30, 2026 and 2025
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
MRD revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenue |
|
$ |
72,565 |
|
|
$ |
50,288 |
|
|
$ |
22,277 |
|
|
|
44 |
% |
|
|
|
|
|
|
Regulatory milestone revenue |
|
|
— |
|
|
|
6,500 |
|
|
|
(6,500 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
Total MRD revenue |
|
|
72,565 |
|
|
|
56,788 |
|
|
|
15,777 |
|
|
|
28 |
|
|
|
86 |
% |
|
|
60 |
% |
Immune Medicine revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and licensing revenue |
|
|
11,337 |
|
|
|
3,443 |
|
|
|
7,894 |
|
|
|
229 |
|
|
|
|
|
|
|
Collaboration revenue |
|
|
— |
|
|
|
33,742 |
|
|
|
(33,742 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
Total Immune Medicine revenue |
|
|
11,337 |
|
|
|
37,185 |
|
|
|
(25,848 |
) |
|
|
(70 |
) |
|
|
14 |
% |
|
|
40 |
% |
Total revenue |
|
$ |
83,902 |
|
|
$ |
93,973 |
|
|
$ |
(10,071 |
) |
|
|
(11 |
) |
|
|
100 |
% |
|
|
100 |
% |
The $15.8 million increase in MRD revenue was primarily due to a $17.8 million increase in revenue generated from providing clonoSEQ to clinical customers and a $6.5 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers. These increases were partially offset by a $6.5 million decrease in revenue recognized upon the achievement of regulatory milestones by our biopharmaceutical customers and a $2.2 million decrease in revenue generated from providing MRD sample testing services to investigator-led clinical trials. Our clonoSEQ test volume increased by 46% to 39,587 tests delivered in the three months ended September 30, 2026 from 27,111 tests delivered in the three months ended September 30, 2025.
The $25.8 million decrease in Immune Medicine revenue was primarily due to a $33.7 million decrease in revenue generated from the Genentech Agreement, resulting from the termination of the Genentech Agreement in August 2025, and a $1.1 million decrease in revenue generated from our immunosequencing services. These decreases were partially offset by a $9.0 million increase in revenue generated from our target discovery agreement.
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
Cost of revenue |
|
$ |
19,933 |
|
|
$ |
18,157 |
|
|
$ |
1,776 |
|
|
|
10 |
% |
|
|
24 |
% |
|
|
19 |
% |
The $1.8 million increase in cost of revenue was primarily attributable to a $0.7 million increase in labor and overhead costs, a $0.7 million increase in cost of materials and a $0.6 million increase in shipping and handling expenses.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
2026 |
|
|
2025 |
|
Research and development |
|
$ |
18,638 |
|
|
$ |
23,669 |
|
|
$ |
(5,031 |
) |
|
(21)% |
|
|
22 |
% |
|
|
25 |
% |
The following table presents disaggregated research and development expenses by cost classification for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Research and development materials and allocated production laboratory expenses |
|
$ |
2,308 |
|
|
$ |
2,729 |
|
|
$ |
(421 |
) |
Personnel expenses |
|
|
11,526 |
|
|
|
14,084 |
|
|
|
(2,558 |
) |
Allocable facilities and information technology expenses |
|
|
1,407 |
|
|
|
1,802 |
|
|
|
(395 |
) |
Software and cloud services expenses |
|
|
1,942 |
|
|
|
2,310 |
|
|
|
(368 |
) |
Depreciation and other expenses |
|
|
1,455 |
|
|
|
2,744 |
|
|
|
(1,289 |
) |
Total |
|
$ |
18,638 |
|
|
$ |
23,669 |
|
|
$ |
(5,031 |
) |
Adaptive Biotechnologies Corporation
The $5.0 million decrease in research and development expenses was primarily attributable to a $2.6 million decrease in personnel costs, a $1.3 million decrease in depreciation and other expenses, a $0.4 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in our broad platform, a $0.4 million decrease in allocable facility expenses and a $0.4 million decrease in software and cloud services expenses.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
Sales and marketing |
|
$ |
26,896 |
|
|
$ |
23,470 |
|
|
$ |
3,426 |
|
|
|
15 |
% |
|
|
32 |
% |
|
|
25 |
% |
The $3.4 million increase in sales and marketing expenses was primarily attributable to a $1.7 million increase in personnel costs, a $1.0 million increase in computer and software expenses, a $0.5 million increase in consulting costs and a $0.4 million increase in travel and customer event related expenses.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
General and administrative |
|
$ |
18,464 |
|
|
$ |
17,959 |
|
|
$ |
505 |
|
|
|
3 |
% |
|
|
22 |
% |
|
|
19 |
% |
The $0.5 million increase in general and administrative expenses was primarily attributable to a $0.6 million increase in personnel costs and a $0.4 million increase in accounting and legal expenses. These increases were partially offset by a $0.5 million decrease in third-party billing service fees.
Interest and Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
Interest and other income, net |
|
$ |
3,766 |
|
|
$ |
2,226 |
|
|
$ |
1,540 |
|
|
|
69 |
% |
The $1.5 million increase in interest and other income, net was primarily attributable to an increase in net interest income and investment amortization driven by increased holdings of and interest rates pertaining to our cash, cash equivalents and marketable securities.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
Interest expense |
|
$ |
(503 |
) |
|
$ |
(2,971 |
) |
|
$ |
2,468 |
|
|
(83)% |
The $2.5 million decrease in interest expense was primarily attributable to the early settlement of our revenue interest liability under the Purchase Agreement, partially offset by amortization of deferred costs related to issuance of the Notes.
Adaptive Biotechnologies Corporation
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Change |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025(1) |
|
|
$ |
|
|
% |
|
MRD Adjusted EBITDA(2) |
|
$ |
15,119 |
|
|
$ |
6,965 |
|
|
$ |
8,154 |
|
|
|
117 |
% |
Immune Medicine Adjusted EBITDA(2) |
|
|
3,238 |
|
|
|
24,111 |
|
|
|
(20,873 |
) |
|
|
(87 |
) |
(1) Costs related to Digital Biotechnologies, Inc. are no longer included as Immune Medicine costs and have been reclassified to our unallocated corporate category.
(2) Adjusted EBITDA is a non-GAAP financial measure. See “Adjusted EBITDA” below for an explanation of how it is calculated and used by management. Adjusted EBITDA related to our unallocated corporate category is included in the calculation of consolidated Adjusted EBITDA but not shown above in the breakout of segment Adjusted EBITDA.
The $8.2 million improvement in MRD Adjusted EBITDA was primarily attributable to a $15.8 million increase in MRD revenue, partially offset by a $7.6 million increase in operating expenses, excluding segment non-cash expenses. The increase in these operating expenses was primarily due to a $3.9 million increase in sales and marketing expenses primarily driven by increased personnel costs and electronic medical record software expenses, a $1.9 million increase in cost of revenue expenses driven largely by increased testing volumes and related shipping expenses and a $1.0 million increase in general and administrative expenses driven largely by increased personnel costs.
The $20.9 million decrease in Immune Medicine Adjusted EBITDA was primarily attributable to a $25.8 million decrease in Immune Medicine revenue, resulting largely from the termination of the Genentech Agreement in August 2025, partially offset by a $5.0 million decrease in operating expenses, excluding segment non-cash and restructuring expenses. The decrease in these operating expenses was primarily due to a decrease in research and development expenses driven largely by reduced personnel expenses, facility-related expenses and laboratory, material and depreciation costs.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
MRD revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenue |
|
$ |
196,826 |
|
|
$ |
133,947 |
|
|
$ |
62,879 |
|
|
|
47 |
% |
|
|
|
|
|
|
Regulatory milestone revenue |
|
|
9,000 |
|
|
|
16,500 |
|
|
|
(7,500 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
Total MRD revenue |
|
|
205,826 |
|
|
|
150,447 |
|
|
|
55,379 |
|
|
|
37 |
|
|
|
91 |
% |
|
|
73 |
% |
Immune Medicine revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and licensing revenue |
|
|
20,503 |
|
|
|
13,566 |
|
|
|
6,937 |
|
|
|
51 |
|
|
|
|
|
|
|
Collaboration revenue |
|
|
— |
|
|
|
41,282 |
|
|
|
(41,282 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
Total Immune Medicine revenue |
|
|
20,503 |
|
|
|
54,848 |
|
|
|
(34,345 |
) |
|
|
(63 |
) |
|
|
9 |
% |
|
|
27 |
% |
Total revenue |
|
$ |
226,329 |
|
|
$ |
205,295 |
|
|
$ |
21,034 |
|
|
|
10 |
|
|
|
100 |
% |
|
|
100 |
% |
The $55.4 million increase in MRD revenue was primarily due to a $50.7 million increase in revenue generated from providing clonoSEQ to clinical customers and a $14.6 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers. These increases were partially offset by a $7.5 million decrease in revenue recognized upon the achievement of regulatory milestones by our biopharmaceutical customers and a $2.8 million decrease in revenue generated from providing MRD sample testing services to investigator-led clinical trials. Our clonoSEQ test volume increased by 43% to 108,293 tests delivered in the nine months ended September 30, 2026 from 75,549 tests delivered in the nine months ended September 30, 2025.
The $34.3 million decrease in Immune Medicine revenue was primarily due to a $41.3 million decrease in revenue generated from the Genentech Agreement, resulting from the termination of the Genentech Agreement in August 2025, and a $2.1 million decrease in revenue generated from our immunosequencing services. These decreases were partially offset by a $9.0 million increase in revenue generated from our target discovery agreement.
Adaptive Biotechnologies Corporation
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
Cost of revenue |
|
$ |
58,806 |
|
|
$ |
53,135 |
|
|
$ |
5,671 |
|
|
|
11 |
% |
|
|
26 |
% |
|
|
26 |
% |
The $5.7 million increase in cost of revenue was primarily attributable to a $2.5 million increase in labor and overhead costs, a $2.2 million increase in shipping and handling expenses and a $0.9 million increase in cost of materials.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
2026 |
|
|
2025 |
|
Research and development |
|
$ |
61,414 |
|
|
$ |
72,006 |
|
|
$ |
(10,592 |
) |
|
(15)% |
|
|
27 |
% |
|
|
35 |
% |
The following table presents disaggregated research and development expenses by cost classification for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Research and development materials and allocated production laboratory expenses |
|
$ |
8,136 |
|
|
$ |
10,431 |
|
|
$ |
(2,295 |
) |
Personnel expenses |
|
|
38,661 |
|
|
|
42,949 |
|
|
|
(4,288 |
) |
Allocable facilities and information technology expenses |
|
|
4,612 |
|
|
|
5,546 |
|
|
|
(934 |
) |
Software and cloud services expenses |
|
|
6,038 |
|
|
|
4,997 |
|
|
|
1,041 |
|
Depreciation and other expenses |
|
|
3,967 |
|
|
|
8,083 |
|
|
|
(4,116 |
) |
Total |
|
$ |
61,414 |
|
|
$ |
72,006 |
|
|
$ |
(10,592 |
) |
The $10.6 million decrease in research and development expenses was primarily attributable to a $4.3 million decrease in personnel costs (inclusive of a $1.1 million increase resulting from personnel-related restructuring costs), a $4.1 million decrease in depreciation and other expenses, a $2.3 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in our broad platform, clonoSEQ and drug discovery efforts, and a $0.9 million decrease in allocable facility expenses. These decreases were partially offset by a $1.0 million increase in software and cloud services expenses. A $2.6 million decrease in depreciation expense, $0.8 million decrease in expenses related to clinical study and validation activities and $0.7 million decrease in asset disposal costs were the primary drivers of the change in depreciation and other expenses.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
Sales and marketing |
|
$ |
79,656 |
|
|
$ |
70,090 |
|
|
$ |
9,566 |
|
|
|
14 |
% |
|
|
35 |
% |
|
|
34 |
% |
The $9.6 million increase in sales and marketing expenses was primarily attributable to a $4.8 million increase in personnel costs, a $2.1 million increase in computer and software expenses, a $1.5 million increase in travel and customer event related expenses and a $1.0 million increase in consulting costs.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
|
Percent of Revenue |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
General and administrative |
|
$ |
60,616 |
|
|
$ |
53,144 |
|
|
$ |
7,472 |
|
|
|
14 |
% |
|
|
27 |
% |
|
|
26 |
% |
The $7.5 million increase in general and administrative expenses was primarily attributable to a $2.7 million increase in personnel costs, a $2.1 million increase in legal and accounting expenses, a $1.7 million increase in computer and software expenses and a $1.1 million increase in third-party billing service fees.
Adaptive Biotechnologies Corporation
Interest and Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
Interest and other income, net |
|
$ |
8,102 |
|
|
$ |
7,296 |
|
|
$ |
806 |
|
|
|
11 |
% |
The $0.8 million increase in interest and other income, net was primarily attributable to an increase in net interest income and investment amortization driven by increased holdings of and interest rates pertaining to our cash, cash equivalents and marketable securities.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
Interest expense |
|
$ |
(6,086 |
) |
|
$ |
(8,824 |
) |
|
$ |
2,738 |
|
|
(31)% |
The $2.7 million decrease in interest expense was primarily attributable to the early settlement of our revenue interest liability under the Purchase Agreement, partially offset by amortization of deferred costs related to issuance of the Notes.
Loss on Revenue Interest Liability Extinguishment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
Loss on revenue interest liability extinguishment |
|
$ |
(23,733 |
) |
|
$ |
— |
|
|
$ |
(23,733 |
) |
|
* |
* Not applicable |
|
|
|
|
|
|
|
|
|
|
|
The $23.7 million increase in loss on revenue interest liability extinguishment represents the loss incurred in June 2026 in connection with our early settlement of the revenue interest liability under the Purchase Agreement.
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
(in thousands, except percentages) |
|
2026 |
|
|
2025(1) |
|
|
$ |
|
|
% |
|
MRD Adjusted EBITDA(2) |
|
$ |
36,373 |
|
|
$ |
4,766 |
|
|
$ |
31,607 |
|
|
|
663 |
% |
Immune Medicine Adjusted EBITDA(2) |
|
|
(13,391 |
) |
|
|
13,284 |
|
|
|
(26,675 |
) |
|
* |
|
* Not meaningful, as the comparison reflects a change from positive Adjusted EBITDA to negative Adjusted EBITDA. |
|
(1) Costs related to Digital Biotechnologies, Inc. are no longer included as Immune Medicine costs and have been reclassified to our unallocated corporate category.
(2) Adjusted EBITDA is a non-GAAP financial measure. See “Adjusted EBITDA” below for an explanation of how it is calculated and used by management. Adjusted EBITDA related to our unallocated corporate category is included in the calculation of consolidated Adjusted EBITDA but not shown above in the breakout of segment Adjusted EBITDA.
The $31.6 million improvement in MRD Adjusted EBITDA was primarily attributable to a $55.4 million increase in MRD revenue, partially offset by a $23.8 million increase in operating expenses, excluding segment non-cash and restructuring expenses. The increase in these operating expenses was primarily due to a $9.9 million increase in sales and marketing expenses driven primarily by increased personnel costs and electronic medical record software expenses, a $6.8 million increase in general and administrative expenses driven largely by increased personnel costs and third-party billing service fees, a $5.8 million increase in cost of revenue expenses driven largely by increased testing volumes and related shipping expenses and a $1.3 million increase in research and development expenses driven largely by increased personnel costs and cloud services expenses.
The $26.7 million increase in Immune Medicine Adjusted EBITDA deficit was primarily attributable to a $34.3 million decrease in Immune Medicine revenue, resulting largely from the termination of the Genentech Agreement in August 2025, partially offset by a $7.7 million decrease in operating expenses, excluding segment non-cash and restructuring expenses. The decrease in these operating expenses was primarily due to a decrease in research and development expenses driven largely by reduced personnel expenses, facility-related expenses and laboratory, material and depreciation costs.
Adaptive Biotechnologies Corporation
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense, share-based compensation expense and revenue interest liability extinguishment loss. We define our segment Adjusted EBITDA in the same way to the extent the net income (loss) attributable to Adaptive Biotechnologies Corporation and adjustments are allocable to each segment. See Note 14, Segment Information of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information regarding segment Adjusted EBITDA.
Management uses Adjusted EBITDA, including segment Adjusted EBITDA, to evaluate the financial performance of our business and segments and to evaluate the effectiveness of our strategies. We present these figures because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry and they facilitate comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.
Adjusted EBITDA, including segment Adjusted EBITDA, has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments we make. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA, including segment Adjusted EBITDA, does not reflect:
•all expenditures or future requirements for capital expenditures or contractual commitments;
•changes in our working capital needs;
•interest income and interest expense, which is an ongoing element of our costs to operate;
•income tax (expense) benefit, which may be a necessary element of our costs and ability to operate;
•the costs of replacing the assets being depreciated and amortized, which will often have to be replaced in the future;
•the noncash component of employee compensation expense;
•long-lived assets impairment costs; and
•the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations, such as our restructuring activities, reductions in workforce and our revenue interest liability extinguishment loss.
In addition, Adjusted EBITDA, including segment Adjusted EBITDA, may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
The following is a reconciliation of net income (loss) attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net income (loss) attributable to Adaptive Biotechnologies Corporation |
|
$ |
2,876 |
|
|
$ |
9,546 |
|
|
$ |
(56,945 |
) |
|
$ |
(45,920 |
) |
Interest and other income, net |
|
|
(3,766 |
) |
|
|
(2,226 |
) |
|
|
(8,102 |
) |
|
|
(7,296 |
) |
Interest expense(1) |
|
|
503 |
|
|
|
2,971 |
|
|
|
6,086 |
|
|
|
8,824 |
|
Depreciation and amortization expense |
|
|
3,606 |
|
|
|
4,405 |
|
|
|
11,138 |
|
|
|
13,638 |
|
Impairment of long-lived assets(2) |
|
|
— |
|
|
|
— |
|
|
|
347 |
|
|
|
— |
|
Restructuring expense(3) |
|
|
743 |
|
|
|
— |
|
|
|
1,463 |
|
|
|
— |
|
Share-based compensation expense(4) |
|
|
10,386 |
|
|
|
13,257 |
|
|
|
33,433 |
|
|
|
38,763 |
|
Loss on revenue interest liability extinguishment(5) |
|
|
— |
|
|
|
— |
|
|
|
23,733 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
14,348 |
|
|
$ |
27,953 |
|
|
$ |
11,153 |
|
|
$ |
8,009 |
|
(1) Represents the amortization of deferred costs related to issuance of the Notes, and, for periods prior to the third quarter of 2026, costs associated with our now settled revenue interest liability and the noncash interest costs associated with the amortization of deferred issuance costs related to the Purchase Agreement. See Note 8, Convertible Senior Notes and Capped Call Transactions and Note 9, Revenue Interest Purchase Agreement of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details on interest expense.
(2) Represents expenses recognized in conjunction with a restructuring that primarily impacted research and development activities.
(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit arrangements.
Adaptive Biotechnologies Corporation
(4) Represents share-based compensation expense related to various awards. See Note 12, Equity Incentive Plans of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details on our share-based compensation expense.
(5) Represents the loss recognized in connection with our early settlement of the Purchase Agreement.
Liquidity and Capital Resources
We have incurred losses since inception, apart from the three month periods ended September 30, 2026 and 2025, and have incurred negative cash flows from operations since inception through September 30, 2026, with the exception of certain 2019 periods for which we had positive cash flows from operations. As of September 30, 2026, we had an accumulated deficit of $1.4 billion.
We have funded our operations to date principally from the sale of convertible preferred stock and common stock, revenue, proceeds received from the Purchase Agreement and proceeds received from the Notes offering. Pursuant to the Purchase Agreement entered into in September 2022, we received net cash proceeds of $124.4 million, after deducting issuance costs. In June 2026, we issued the Notes, whereby we received net cash proceeds of $127.3 million, after deducting issuance costs paid, costs to extinguish our revenue interest liability under the Purchase Agreement, fees paid for the capped call transactions and costs to repurchase 1,451,800 shares of our common stock. As of September 30, 2026, we had cash, cash equivalents and marketable securities of $386.4 million, excluding $13.8 million of cash and cash equivalents held by Digital Biotechnologies, Inc.
We believe our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons.
If our available cash, cash equivalents and marketable securities balances and anticipated cash flows are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to our shareholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. This additional capital may not be available on reasonable terms, or at all.
We plan to utilize the existing cash, cash equivalents and marketable securities on hand primarily to fund our commercial and assay development initiatives associated with clonoSEQ. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to capital preservation and liquidity. Currently, our funds are held in money market funds and marketable securities consisting of U.S. government treasury and agency securities, corporate bonds and commercial paper.
While we may experience variability in revenue in the near term, over the long term we expect revenue from our current and future products and services to grow. Accordingly, we expect our accounts receivable and inventory balances to increase. Our levels of accounts receivable may fluctuate relative to our revenue for a number of reasons, including the timing of milestone triggers and related payment of those milestones and an increase in revenue generated from clinical customers, which may result in more billings in arrears as opposed to upfront payments. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued expenses, which could result in greater working capital requirements.
Contractual Obligations
In June 2026, we issued $345.0 million in aggregate principal amount of Notes. We used a portion of the proceeds from the Notes offering to extinguish our revenue interest liability under the Purchase Agreement. See Note 7, Leases, Note 8, Convertible Senior Notes and Capped Call Transactions and Note 9, Revenue Interest Purchase Agreement of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information regarding our contractual obligations relating to lease agreements, the Notes and the settlement of our obligations under the Purchase Agreement, respectively.
There have been no other material changes outside the ordinary course of business to our contractual obligations and commitments as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the SEC on February 26, 2026.
Adaptive Biotechnologies Corporation
Cash Flows
The following table summarizes our uses and sources of cash for the nine months ended September 30, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
Net cash used in operating activities |
|
$ |
(6,332 |
) |
|
$ |
(48,041 |
) |
Net cash (used in) provided by investing activities |
|
|
(159,394 |
) |
|
|
46,202 |
|
Net cash provided by financing activities |
|
|
170,862 |
|
|
|
8,745 |
|
Operating Activities
Net cash used in operating activities was primarily comprised of changes in operating assets and liabilities and net loss, as adjusted for noncash items. Noncash adjustments consisted primarily of share-based compensation and the loss recognized upon our early settlement of the Purchase Agreement.
Net cash used in operating activities was $6.3 million as compared to $48.0 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in net cash used in operating activities was primarily driven by an increase in customer collections, partially offset by an increase in interest payments.
Investing Activities
Net cash used in investing activities was $159.4 million as compared to $46.2 million net cash provided by investing activities for the nine months ended September 30, 2026 and 2025, respectively. The increase in net cash used in investing activities was primarily due to an increase in purchases of marketable securities and a decrease in proceeds from maturities of marketable securities.
Financing Activities
Net cash provided by financing activities was $170.9 million as compared to $8.7 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in net cash provided by financing activities was primarily due to proceeds received from the Notes, an increase in proceeds from the exercise of stock options and proceeds received from Digital Biotechnologies, Inc.’s Series A Preferred Stock financing, partially offset by the revenue interest liability extinguishment, the purchase of capped calls and the repurchase of our common stock.
Net Operating Loss Carryforwards
Utilization of our net operating loss (“NOL”) carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”) and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. If there should be an ownership change, our ability to utilize our NOL carryforwards and credits could be limited. We have completed a Section 382 analysis for changes in ownership through December 31, 2023 and continue to monitor for changes that could trigger a limitation. Based on this analysis, we do not expect to have any permanent limitations on the utilization of our federal NOLs. Under the Tax Cuts and Jobs Act of 2017, federal NOLs incurred in 2018 and future years may be carried forward indefinitely, but the deductibility of such federal NOLs is subject to an annual limitation. NOLs generated prior to 2018 are eligible to be carried forward up to 20 years. Based on the available objective evidence, management determined that it was more likely than not that the net deferred tax assets would not be realizable as of December 31, 2025. Accordingly, management applied a full valuation allowance against net deferred tax assets as of December 31, 2025.
Critical Accounting Policies and Estimates
We have prepared the unaudited condensed consolidated financial statements in accordance with GAAP. Our preparation of these unaudited condensed consolidated financial statements requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses recorded during the periods presented. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. Estimates are used in several areas, including, but not limited to, estimates of progress to date for certain performance obligations and the transaction price for certain contracts with customers, imputing interest for the Purchase Agreement (prior to settlement), the provision for income taxes, including related reserves, the analysis of goodwill impairment and the recoverability and impairment of long-lived assets, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
Adaptive Biotechnologies Corporation
While our significant accounting policies are described in more detail in our Annual Report filed with the SEC on February 26, 2026, as well as in Note 2, Significant Accounting Policies of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report, we believe the following accounting policies are critical to the judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements:
•recoverability and impairment of long-lived assets.
There have been no material changes to our critical accounting policies and estimates as previously disclosed in our Annual Report filed with the SEC on February 26, 2026.
Recent Accounting Pronouncements
See Note 2, Significant Accounting Policies of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to market risk for changes in interest rates related primarily to our cash and cash equivalents and marketable securities. As of September 30, 2026, there have been no material changes to our market risks as previously disclosed in our Annual Report filed with the SEC on February 26, 2026. We do not enter into investments for trading purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026. There was not any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Adaptive Biotechnologies Corporation
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, Item 1A under the caption “Risk Factors” in our Annual Report filed with the SEC on February 26, 2026 and in Part II, Item 1A under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Second Quarterly Report”) filed with the SEC on August 4, 2026. The risk factors may be important to understanding other statements in this report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in this report. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, operations, product pipeline, operating results, financial condition or liquidity, and consequently, the value of our securities. Further, additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results and prospects. There have been no material changes to the risk factors described in our Annual Report filed with the SEC on February 26, 2026 and our Second Quarterly Report filed with the SEC on August 4, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On August 21, 2026, Chad Robins, Chief Executive Officer and Chairman of our Board of Directors, adopted a Rule 10b5-1 trading plan. Mr. Robins’ plan provides for the sale of up to 1,410,000 shares of our common stock. The plan's expiration date is June 11, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 9, 2026, Sharon Benzeno, Chief Commercial Officer, Immune Medicine, adopted a Rule 10b5-1 trading plan. Dr. Benzeno’s plan provides for the sale of up to 128,560 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is June 30, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 9, 2026, Katey Owen, a member of our Board of Directors, adopted a Rule 10b5-1 trading plan. Dr. Owen’s plan provides for the sale of 30% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is March 31, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 11, 2026, Francis Lo, Chief People Officer, adopted a Rule 10b5-1 trading plan. The plan provides for the sale of up to 93,587 shares of our common stock, certain additional shares remaining unsold under specified sale instructions in Mr. Lo’s pre-existing Rule 10b5-1 trading plan as of the new plan’s selling start date, and 30% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan’s expiration date is December 17, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
Adaptive Biotechnologies Corporation
On September 16, 2026, Susan Bobulsky, Chief Commercial Officer, MRD, adopted a Rule 10b5-1 trading plan. Ms. Bobulsky’s plan provides for the sale of up to 96,916 shares of our common stock, up to an additional 2,944 shares remaining unsold under specified sale instructions in Ms. Bobulsky’s pre-existing Rule 10b5-1 trading plan as of the new plan’s selling start date, and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is June 30, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 16, 2026, Kyle Piskel, Chief Financial Officer, adopted a Rule 10b5-1 trading plan. Mr. Piskel’s plan provides for the sale of up to 57,901 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is May 31, 2027. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
Adaptive Biotechnologies Corporation
Item 6. Exhibits
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Incorporated by Reference |
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Exhibit Number |
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Exhibit Title |
Form |
File No. |
Exhibit |
Filing Date |
Filed/ Furnished with This Report |
3.1 |
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Amended and Restated Articles of Incorporation |
8-K |
001-38957 |
3.1 |
7/1/2019 |
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3.2 |
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Amended and Restated Bylaws |
8-K |
001-38957 |
3.2 |
7/1/2019 |
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4.1 |
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Seventh Amended and Restated Investors' Rights Agreement among the Registrant and certain of its shareholders, dated May 30, 2019 |
S-1 |
333-231838 |
4.1 |
5/30/2019 |
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4.2 |
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Indenture, dated as of June 22, 2026, between Adaptive Biotechnologies Corporation and U.S. Bank Trust Company, National Association, as Trustee |
8-K |
001-38957 |
4.1 |
6/22/2026 |
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4.3 |
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Form of 0% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.2) |
8-K |
001-38957 |
4.2 |
6/22/2026 |
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10.1 |
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Form of Consulting Agreement |
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X |
10.2† |
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Amended and Restated Data and Model Partnership and Platform Hosting Trial and Agreement, made and entered into as of October 13, 2026, by and between Adaptive Biotechnologies Corporation and Harrell Data Corp. |
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X |
31.1 |
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Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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X |
31.2 |
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Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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X |
32.1 |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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X |
32.2 |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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X |
101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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X |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
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X |
104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101) |
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X |
† Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act of 1933, as amended, because the registrant customarily and actually treats that information as private or confidential and such information is not material.
Adaptive Biotechnologies Corporation
SIGNATURES
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.
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Adaptive Biotechnologies Corporation |
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Date: November 4, 2026 |
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By: |
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/s/ Chad Robins |
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Chad Robins |
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Chief Executive Officer and Director (Principal Executive Officer) |
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Date: November 4, 2026 |
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By: |
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/s/ Kyle Piskel |
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Kyle Piskel |
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Chief Financial Officer (Principal Financial Officer) |