ADC Therapeutics SA
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 13, 2024
ADCT$1.51-9.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Consolidated Financial Statements
For a list of the financial statements included in this Annual Report, see Index to the Consolidated Financial Statements on page 78 of this Annual Report, incorporated by reference in response to this Item.
Consolidated Financial Statement Schedules
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
Exhibits
The exhibits listed below are filed with or incorporated by reference into this Annual Report.
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date |
| 3.1 | Articles of Association of ADC Therapeutics SA | 6-K | 001-39071 | 99.1 | June 14, 2023 |
| 4.1* | Description of Securities | ||||
| 4.2 | Registration Rights Agreement, dated August 15, 2022, between ADC Therapeutics SA and Deerfield Partners, L.P. and Deerfield Private Design Fund IV, L.P. | 6-K | 001-39071 | 99.2 | August 15, 2022 |
| 4.3 | Registration Rights Agreement, dated August 15, 2022, between ADC Therapeutics SA and OR Opportunistic DL (C), L.P., Owl Rock Opportunistic Master Fund II, L.P., Oaktree LSL Holdings EURRC S.à r.l., Oaktree Specialty Lending Corporation, Oaktree AZ Strategic Lending Fund, L.P., Oaktree Strategic Credit Fund, Oaktree Diversified Income Fund, Inc., and Oaktree Loan Acquisition Fund, L.P. | 6-K | 001-39071 | 99.5 | August 15, 2022 |
| 4.4 | Registration Rights Agreement, dated February 6, 2023, between ADC Therapeutics SA and Oaktree Fund Administration LLC, OCM Strategic Credit Investments S.à r.l., OCM Strategic Credit Investments 2 S.à.r.l., Oaktree Gilead Investment Fund AIF (Delaware), L.P., Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P., Oaktree Specialty Lending Corporation, and Pathway Strategic Credit Fund III, L.P. | 6-K | 001-39071 | 4.1 | February 6, 2023 |
| 4.5 | Letter Agreement, dated January 18, 2024 between ADC Therapeutics SA and Redmile LLC. | 8-K | 001-39071 | 10.1 | January 24, 2024 |
| 10.1# | Second Amended and Restated License Agreement among ADC Products (UK) Limited, ADC Therapeutics SA and MedImmune Limited, dated May 9, 2016 | F-1 | 333-237841 | 10.1 | April 24, 2020 |
| 10.1.1# | Amendment #1 to the Second Amended and Restated License Agreement among ADC Products (UK) Limited, ADC Therapeutics SA and MedImmune Limited, dated September 19, 2018 | F-1 | 333-237841 | 10.2 | April 24, 2020 |
| 10.2#† | Share Purchase Agreement between Overland ADCT BioPharma (CY) Limited, Overland Pharmaceuticals (CY) Inc. and ADC Therapeutics SA, dated November 30, 2020 | 20-F | 001-39071 | 4.4 | March 18, 2021 |
| 10.3#† | Shareholders Agreement between Overland ADCT BioPharma (CY) Limited, Overland ADCT BioPharma (HK) Limited, Overland Pharmaceuticals (CY) Inc. and ADC Therapeutics SA, dated December 11, 2020 | 20-F | 001-39071 | 4.5 | March 18, 2021 |
| 10.4#† | License and Collaboration Agreement between ADC Therapeutics SA and Overland ADCT BioPharma (CY) Limited, dated December 11, 2020 | 20-F | 001-39071 | 4.6 | March 18, 2021 |
| 10.5#† | Purchase and Sale Agreement between ADC Therapeutics SA and entities managed by HealthCare Royalty Management, LLC, dated August 25, 2021 | 6-K | 001-39071 | 99.1 | August 26, 2021 |
| 10.6#† | License Agreement between ADC Therapeutics SA and Mitsubishi Tanabe Pharma Corporation, dated January 18, 2022 | 20-F | 001-39071 | 4.15 | March 17, 2022 |
| 10.7#† | License Agreement, dated July 8, 2022, between ADC Therapeutics SA and Swedish Orphan Biovitrum AB (publ) | 20-F | 001-39071 | 4.9 | March 15, 2023 |
| 10.8† | Loan Agreement and Guaranty, dated August 15, 2022, among ADC Therapeutics SA, ADC Therapeutics (UK) Limited, ADC Therapeutics America, Inc., the lenders party thereto and Owl Rock Opportunistic Master Fund I, L.P., as administrative agent and collateral agent | 6-K | 001-39071 | 99.3 | August 15, 2022 |
| 10.8.1† | First Amendment to the Loan Agreement and Guaranty, dated January 16, 2024, among ADC Therapeutics SA, ADC Therapeutics (UK) Limited, ADC Therapeutics America, Inc., the lenders party thereto and Blue Owl Opportunistic Master Fund I, L.P., as administrative agent and collateral agent | 8-K | 001-39071 | 10.1 | January 19, 2024 |
| 10.8.2* | Limited Waiver and Consent to Loan Agreement and Guaranty | ||||
| 10.9 | Form of Deerfield Warrant | 6-K | 001-39071 | 99.1 | August 15, 2022 |
| 10.10 | Form of Lender Warrant | 6-K | 001-39071 | 99.4 | August 15, 2022 |
| 10.11§ | Form of Indemnity Agreement with directors and officers | F-1 | 333-237841 | 10.12 | April 24, 2020 |
| 10.12§ | 2019 Equity Incentive Plan | S-8 | 333-270565 | 99.1 | March 15, 2023 |
| 10.12.1§* | Form of award agreement under the 2019 Equity Incentive Plan | ||||
| 10.13§ | Employee Stock Purchase Plan | S-8 | 333-265917 | 99.1 | June 30, 2022 |
| 10.14§ | Conditional Share Capital Plan | S-8 | 333-275882 | 99.1 | December 4, 2023 |
| 10.14.1§* | Form of award agreement under the Conditional Share Capital Plan | ||||
| 10.15§ | Inducement Plan | S-8 | 333-275882 | 99.2 | December 4, 2023 |
| 10.16§ | Annual Bonus Plan | 8-K | 001-39071 | 10.1 | February 29, 2024 |
| 10.17§* | Executive Employment Agreement with Ameet Mallik | ||||
| 10.18§* | Amendment to Executive Employment Agreement with Ameet Mallik | ||||
| 10.19§* | Retention Bonus Letter Agreement with Ameet Mallik | ||||
| 10.20§* | Employment Agreement with Jose Carmona | ||||
| 10.21§* | Retention Bonus Letter Agreement with Jose Carmona | ||||
| 10.22§* · Executive Employment Agreement with Mohamed Zaki | |||||
|---|---|---|---|---|---|
| 10.23§* · Employment Letter Agreement with Ron Squarer | |||||
| 10.24§* · Employment Transition Letter with Ron Squarer | |||||
| 10.25§* · Employment Agreement with Michael Forer | |||||
| 10.26§* · Employment Transition Letter with Michael Forer | |||||
| 10.27§* · Employment Transition Letter with Christopher Martin | |||||
| 10.28§* · Form of Letter Agreement for Non-Employee Directors | |||||
| 10.29§* · Consulting Agreement with Christopher Martin | |||||
| 10.30§* · Consulting Agreement with Victor Sandor | |||||
| 21.1 | List of subsidiaries | 20-F | 001-39071 | 8.1 | March 17, 2022 |
| 23.1* | Consent of PricewaterhouseCoopers SA, independent registered public accounting firm | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | 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 | ||||
| 32.2* | 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 | ||||
| 97.1* | Clawback Policy | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
- Filed herewith.
Portions of this exhibit have been omitted because they are both (i) not material and (ii) customarily and actually treated by the Company as private or confidential
† Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
§ Management contract, compensatory plan or arrangement.
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