ADC Therapeutics SA

Previous wording

ADC Therapeutics is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (“ADCs”), transforming treatment for patients through our focused portfolio with ZYNLONTA® (loncastuximab tesirine-lpyl) and an early stag prostate-specific membrane antigen targeting ADC (“PSMA-targeting ADC”). Headquartered in Lausanne (Biopôle), Switzerland, with operations in London and New Jersey, ADC Therapeutics is focused on driving innovation in ADC development with specialized capabilities from clinical to manufacturing and commercialization.

Current wording

ADC Therapeutics is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (“ADCs”), transforming treatment for patients through our focused portfolio with ZYNLONTA® (loncastuximab tesirine-lpyl) and an early stage prostate-specific membrane antigen targeting ADC (“PSMA-targeting ADC”). Headquartered in Lausanne (Biopôle), Switzerland, with operations in London and New Jersey, ADC Therapeutics is focused on driving innovation in ADC development with specialized capabilities from clinical to manufacturing and commercialization.

Previous wording

Our flagship product, ZYNLONTA, a CD19-directed ADC, received accelerated approval from the U.S. FDA, conditional approval from the European Commission, conditional approval from the China National Medical Products Administration (“NMPA”) and conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy. We are seeking to continue expanding ZYNLONTA internationally, and into earlier lines of DLBCL and indolent lymphomas, including marginal zone lymphoma (“MZL”) and follicular lymphoma (”FL”), as a single agent and in combination through our LOTIS-5 confirmatory Phase 3 clinical trial and LOTIS-7 Phase 1b clinical trial as well as through investigator-initiated trials (“IITs”) at leading institutions. In the second quarter of 2025, the company discontinued the Phase 1/2 ADCT 602 clinical trial, sponsored by The University of Texas MD Anderson Cancer Center.

Current wording

Our flagship product, ZYNLONTA, a CD19-directed ADC, received accelerated approval from the U.S. FDA, conditional approval from the European Commission, conditional approval from the China National Medical Products Administration (“NMPA”) and conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy. We are seeking to continue expanding ZYNLONTA internationally, and into earlier lines of DLBCL as a single agent and in combination through our LOTIS-5 confirmatory Phase 3 clinical trial and LOTIS-7 Phase 1b clinical trial as well as into indolent lymphomas, including marginal zone lymphoma (“MZL”) and follicular lymphoma (”FL”), through investigator-initiated trials (“IITs”) at leading institutions. In the second quarter of 2025, the company discontinued the Phase 1/2 ADCT 602 clinical trial, sponsored by The University of Texas MD Anderson Cancer Center.

Previous wording

On June 11, 2025, the Board of Directors approved a strategic reprioritization and restructuring plan (the “2025 Restructuring”) to focus resources on ZYNLONTA expansion opportunities and the advancement of its preclinical exatecan-based PSMA-targeting ADC. The Company will discontinue early development efforts for the remaining preclinical programs in solid tumors. In connection with the Restructuring, the Company plans to shut down its UK research and development facility and reduce its global workforce across functions by approximately 30%, which is expected to be substantially completed by September 30, 2025.

Current wording

On June 11, 2025, the Board of Directors approved a strategic reprioritization and restructuring plan (the “2025 Restructuring”) to focus resources on ZYNLONTA expansion opportunities and the advancement of its preclinical exatecan-based PSMA-targeting ADC. The Company is discontinuing early development efforts for the remaining preclinical programs in solid tumors. In connection with the Restructuring, the Company is in the process of shutting down its UK research and development facility, and has reduced its global workforce across functions by approximately 30%.

Previous wording

On June 11, 2025, the Company also entered into securities purchase agreements for the sale of its equity securities to certain institutional investors. In the private placement, the Company sold 13,031,161 common shares at $3.53 per share, which was the last reported sale price of the common shares on the New York Stock Exchange on June 11, 2025, and pre-funded warrants to purchase 15,734,267 common shares at $3.43 per pre-funded warrant, which is the price per common share in the private placement minus the exercise price of CHF 0.08 per pre-funded warrant (collectively, the “2025 Private Placement”). The private placement closed on June 16, 2025. Gross proceeds from the 2025 Private Placement were $100.0 million, and, after giving effect to $6.9 million of transaction costs related to the private placement, net proceeds were $93.1 million.

Current wording

On June 11, 2025, the Company also entered into securities purchase agreements for the sale of its equity securities to certain institutional investors. In the private placement, the Company sold 13,031,161 common shares at $3.53 per share, which was the last reported sale price of the common shares on the New York Stock Exchange on June 11, 2025, and pre-funded warrants (the “June 2025 Pre-Funded Warrants”) to purchase 15,734,267 common shares at $3.43 per pre-funded warrant, which is the price per common share in the private placement minus the exercise price of CHF 0.08 per pre-funded warrant (collectively, the “June 2025 Private Placement”). The private placement closed on June 16, 2025. Gross proceeds from the June 2025 Private Placement were $100.0 million, and, after giving effect to $6.9 million of transaction costs related to the private placement, net proceeds were $93.1 million.

Previous wording

We generate product revenue through the sale of ZYNLONTA in the United States. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. In the long term, we expect that our product revenue will increase as we execute our business strategy, although our product revenue may fluctuate from period to period based on a number of factors, including patient demand, as well as the timing, dose and duration of patient therapy and customers’ ordering patterns and GTN deductions. We expect a relatively consistent level of GTN sales adjustments as a percentage of gross sales, but may also experience variability in GTN sales adjustments due to additional information and actual experience such as actual rebate and return rates.

Current wording

We generate product revenue through the sale of ZYNLONTA in the United States. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. Our product revenue may fluctuate from period to period based on a number of factors, including patient demand, as well as the timing, dose and duration of patient therapy and customers’ ordering patterns and GTN deductions. We expect a relatively consistent level of GTN sales adjustments as a percentage of gross sales, but may also experience variability in GTN sales adjustments due to additional information and actual experience such as actual rebate and return rates.

Previous wording

Product revenues, net, were $18.1 million for the three months ended June 30, 2025 as compared to $17.0 million for the three months ended June 30, 2024, an increase of $1.1 million, or 6.2%. The increase is primarily attributable to a higher price and higher sales volume, partially offset by an increase in GTN sales adjustments.

Current wording

Product revenues, net, were $15.8 million for the three months ended September 30, 2025 as compared to $18.0 million for the three months ended September 30, 2024, a decrease of $2.3 million, or 12.6%. The decrease is primarily attributable to lower sales volume, partially offset by a higher price and favorability in GTN sales adjustments.

Previous wording

License revenues and royalties were $0.8 million for the three months ended June 30, 2025 as compared to $0.4 million for the three months ended June 30, 2024, an increase of $0.4 million. The increase was attributable to increased royalty revenue from our exclusive license agreement with SOBI to develop and commercialize ZYNLONTA in all territories other than the United States, greater China, Singapore and Japan.

Current wording

License revenues and royalties were $0.7 million for the three months ended September 30, 2025 as compared to $0.4 million for the three months ended September 30, 2024, an increase of $0.2 million. The increase was attributable to increased royalty revenue from our exclusive license agreement with SOBI to develop and commercialize ZYNLONTA in all territories other than the United States, greater China, Singapore and Japan.

Previous wording

Cost of product sales were $0.8 million for the three months ended June 30, 2025 as compared to cost of product sales of $1.2 million for the three months ended June 30, 2024, a decrease of $0.4 million, or 31.3%. The decrease in cost of product sales was attributable to lower shipping and storage charges for the three months ended June 30, 2025.

Current wording

Cost of product sales were $1.2 million for the three months ended September 30, 2025 as compared to cost of product sales of $0.9 million for the three months ended September 30, 2024, an increase of $0.4 million, or 41.2%. The increase in cost of product sales was primarily attributable to inventory write-downs for the three months ended September 30, 2025.

Previous wording

Our R&D expenses were $30.1 million for the three months ended June 30, 2025 as compared to $24.3 million for the three months ended June 30, 2024, an increase of $5.8 million, or 23.9%. The increase in R&D expenses was primarily; driven by timing and enrollment of ZYNLONTA clinical trials and related costs in connection with the LOTIS-5 and LOTIS-7 trials. The increase was also partially attributable to costs associated with IND-enabling activities for the PSMA-targeting ADC program. These increases were partially offset by a reduction in spending on discontinued programs including ADCT-601 that was discontinued in November 2024 for which we continue to incur close-out costs, and our preclinical product candidates and research pipeline as a result of the strategic re-prioritization announced in the second quarter of 2025. We expect to continue to incur research and development costs in connection with the ongoing ZYNLONTA clinical trials, and that costs associated with IND-enabling activities for the PSMA-targeting ADC asset will wind down by the end of 2025.

Current wording

Our R&D expenses were $26.8 million for the three months ended September 30, 2025 as compared to $32.5 million for the three months ended September 30, 2024, a decrease of $5.7 million, or 17.5%. The decrease in external costs and overhead of $5.2 million was primarily driven by a reduction in spending on discontinued programs including ADCT-601 that was discontinued in November 2024 for which we continue to incur close-out costs, and our preclinical product candidates and research pipeline as a result of the strategic re-prioritization announced in the second quarter of 2025. The decrease was also attributable to the timing and enrollment of our ZYNLONTA clinical trials, including a decrease in clinical supply costs associated with the LOTIS-5 clinical trial. These decreases were partially offset by increased costs associated with the timing of IND-enabling activities for the PSMA-targeting ADC program. We expect to continue to incur research and development costs in connection with the ongoing ZYNLONTA clinical trials, and that costs associated with IND-enabling activities for the PSMA-targeting ADC asset will wind down by the end of 2025.

Previous wording

General and administrative expenses were $8.8 million for the three months ended June 30, 2025 as compared to $10.2 million for the three months ended June 30, 2024, an overall decrease of $1.4 million, or 13.8%. The decrease in external costs and overhead of $0.8 million was primarily related to lower professional fees of $0.3 million primarily as a result of lower legal and accounting expenses, lower insurance costs of $0.3 million and lower travel and IT costs of $0.2 million. The decrease in employee expenses was primarily due to lower wages and benefits of $0.2 million and lower recruitment costs of $0.2 million. The decrease in share-based compensation expense was primarily due to the timing of forfeitures of awards in connection with employee terminations.

Current wording

General and administrative expenses were $8.3 million million for the three months ended September 30, 2025 as compared to $10.0 million for the three months ended September 30, 2024, an overall decrease of $1.7 million, or 16.8%. The decrease in external costs and overhead of $0.8 million was primarily related to lower professional fees of $0.6 million as a result of lower legal expenses. The decrease in employee expenses of $0.6 million was primarily due to lower wages and benefits. The decrease in share-based compensation expense of $0.3 million was primarily due to the timing of forfeitures of awards in connection with employee terminations.

Previous wording

In connection with the 2025 Restructuring we incurred restructuring, impairment and other related costs, which included severance and related benefit costs and charges related to impairment of long-lived assets and prepaid expenses.

Current wording

In connection with the 2025 Restructuring we incurred restructuring, impairment and other related costs, which included severance and related benefit costs, charges related to impairment of long-lived assets and prepaid expenses, and charges for the estimated fair value of retirement costs associated with the U.K. lease agreement.

Previous wording

2025, and $6.4 million in non-cash impairment of long-lived assets and prepaid expenses. We did not incur restructuring, impairment and other related costs during the three months ended June 30, 2024.

Current wording

Restructuring, impairment, and other related costs were $0.4 million for the three months ended September 30, 2025 and consisted of $0.8 million for the estimated fair value of retirement costs associated with the U.K. lease agreements, partially offset by $0.5 million in adjustments related to severance and related benefit costs. We did not incur restructuring, impairment and other related costs during the three months ended September 30, 2024.

Previous wording

Interest income was $1.9 million for the three months ended June 30, 2025 as compared to $3.3 million for the three months ended June 30, 2024, a decrease of $1.3 million, or 40.5%. The decrease was primarily due to lower yields received on our cash deposits and lower average cash balances.

Current wording

Interest income was $2.5 million for the three months ended September 30, 2025 as compared to $3.4 million for the three months ended September 30, 2024, a decrease of $1.0 million, or 28.2%. The decrease was primarily due to lower yields received on our cash deposits and lower average cash balances.

Previous wording

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was $13.0 million for the three months ended June 30, 2025 as compared to $12.7 million for the three months ended June 30, 2024, an increase of $0.3 million, or 2.5%. The increase was primarily related to higher accretion of our deferred royalty obligation with HCR of $0.4 million as a result of higher total revenue, net, partially offset by lower interest on our senior secured term loan facility of $0.1 million as a result of a lower effective interest rate.

Current wording

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was $13.4 million for the three months ended September 30, 2025 as compared to $13.1 million for the three months ended September 30, 2024, an increase of $0.3 million, or 2.1%. The increase was primarily related to higher accretion of our deferred royalty obligation with HCR of $0.5 million as a result of higher total revenue, net, partially offset by lower interest on our senior secured term loan facility of $0.2 million as a result of a lower effective interest rate.

Previous wording

We are subject to corporate taxation in Switzerland. We are also subject to taxation in other jurisdictions in which we operate, in particular, the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. We recorded an income tax expense of $1.3 million for the three months ended June 30, 2025 as compared to $0.2 million for the three months ended June 30, 2024, primarily driven by a tax adjustment recorded in our UK operations as a result of the 2025 restructuring.

Current wording

We are subject to corporate taxation in Switzerland. We are also subject to taxation in other jurisdictions in which we operate, in particular, the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. We recorded an income tax expense of nil for the three months ended September 30, 2025 as compared to $0.1 million for the three months ended June 30, 2024.

Previous wording

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is still in the process of evaluating OBBB and an estimate of the financial impact cannot be made at this time. Additional disclosures will be provided in future periods as the impact of the legislation is determined.

Current wording

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. Under the OBBB, U.S. domestic R&D expenditures are now immediately deductible, while foreign R&D expenditures remain subject to capitalization and amortization. The Company has reflected the impact of these provisions in its estimated annual effective tax rate for the third quarter of 2025. Management does not expect the OBBB to have a material effect on the Company’s overall tax position for the current year.

Previous wording

We recorded our proportionate share of Overland ADCT BioPharma’s net loss of $0.6 million for the three months ended June 30, 2024. We recorded our share of Overland ADCT Biopharma’s net loss up until the point at which our share of losses exceeded our interest in Overland ADCT BioPharma. Losses were not recognized in excess of our total investment, as we have not incurred legal or constructive obligations or committed to additional funding on behalf of the joint venture.

Current wording

We recorded our proportionate share of Overland ADCT BioPharma’s net loss of $0.3 million for the three months ended September 30, 2024. We recorded our share of Overland ADCT Biopharma’s net loss up until the point at which our share of losses exceeded our interest in Overland ADCT BioPharma. Losses were not recognized in excess of our total investment, as we have not incurred legal or constructive obligations or committed to additional funding on behalf of the joint venture.

Previous wording

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Current wording

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

We generate product revenue through the sale of ZYNLONTA in the United States. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. In the long term, we expect that our product revenue will increase as we execute our business strategy, although our product revenue may fluctuate from period to period based on a number of factors, including patient demand, as well as the timing, dose and duration of patient therapy and customers’ ordering patterns and GTN deductions. We expect a relatively consistent level of GTN sales adjustments as a percentage of gross sales, but may also experience variability in GTN sales adjustments due to additional information and actual experience such as actual rebate and return rates.

Current wording

We generate product revenue through the sale of ZYNLONTA in the United States. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. Our product revenue may fluctuate from period to period based on a number of factors, including patient demand, as well as the timing, dose and duration of patient therapy and customers’ ordering patterns and GTN deductions. We expect a relatively consistent level of GTN sales adjustments as a percentage of gross sales, but may also experience variability in GTN sales adjustments due to additional information and actual experience such as actual rebate and return rates.

Previous wording

Royalties were $6.4 million for the six months ended June 30, 2025 as compared to $0.6 million for the six months ended June 30, 2024, an increase of $5.8 million. We have an exclusive license agreement with SOBI to develop and commercialize ZYNLONTA in all territories other than the United States, greater China, Singapore and Japan. In March 2025, the Company recognized $5.0 million in license revenue in connection with a milestone due upon ZYNLONTA’s conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy, which was paid to us by SOBI in the second quarter of 2025. The increase was also attributable to increased royalty revenue from SOBI.

Current wording

License revenues and royalties were $7.1 million for the nine months ended September 30, 2025 as compared to $1.0 million for the nine months ended September 30, 2024, an increase of $6.0 million. We have an exclusive license agreement with SOBI to develop and commercialize ZYNLONTA in all territories other than the United States, greater China, Singapore and Japan. In March 2025, the Company recognized $5.0 million in license revenue in connection with a milestone due upon ZYNLONTA’s conditional approval by Health Canada for the treatment of relapsed or refractory DLBCL after two or more lines of systemic therapy, which was paid to us by SOBI in the second quarter of 2025. The increase was also attributable to increased royalty revenue from SOBI.

Previous wording

Cost of product sales were $2.9 million for the six months ended June 30, 2025 as compared to cost of product sales of $3.7 million for the six months ended June 30, 2024, a decrease of $0.8 million, or 22.3%. The decrease in cost of product sales was primarily driven by a $1.1 million batch cancellation fee recognized during the six months ended June 30, 2024 and $0.3 million attributable to lower shipping and storage charges for the six months ended June 30, 2025. This decrease was partially offset by higher inventory write-downs of $0.6 million during the six months ended June 30, 2025.

Current wording

Cost of product sales were $4.1 million for the nine months ended September 30, 2025 as compared to cost of product sales of $4.6 million for the nine months ended September 30, 2024, a decrease of $0.5 million, or 10.5%. The decrease in cost of product sales was primarily driven by a $1.1 million batch cancellation fee recognized during the nine months ended September 30, 2024 and $0.3 million attributable to lower shipping and storage charges for the nine months ended September 30, 2025. This decrease was partially offset by higher inventory write-downs of $0.8 million during the nine months ended September 30, 2025.

Previous wording

The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our research and development expenses for the nine months ended September 30, 2025 and 2024:

Previous wording

ZYNLONTA clinical trials and related costs incurred in connection with the LOTIS 5 and LOTIS 7 trials. These increases were partially offset by a reduction in spending on discontinued programs, including ADCT-601 that was discontinued in November 2024 for which we continue to incur close-out costs, and our preclinical product candidates and research pipeline as a result of the strategic re-prioritization announced in the second quarter of 2025. We expect to continue to incur research and development costs in connection with the ongoing ZYNLONTA clinical trials, and that costs associated with IND-enabling activities for the PSMA-targeting ADC asset will wind down by the end of 2025.

Current wording

Our R&D expenses were $85.8 million for the nine months ended September 30, 2025 as compared to $82.5 million for the nine months ended September 30, 2024, an increase of $3.3 million, or 4.0%. The increase in external costs and overhead of $1.0 million was primarily driven by timing of costs incurred in connection with IND-enabling activities for the PSMA-targeting ADC program and the timing and enrollment of our ZYNLONTA clinical trials and related costs incurred in connection with the LOTIS 5 trials. These increases were partially offset by a reduction in spending on discontinued programs, including ADCT-601 that was discontinued in November 2024 for which we continue to incur close-out costs, and our preclinical product candidates and research pipeline as a result of the strategic re-prioritization announced in the second quarter of 2025. We expect to continue to incur research and development costs in connection with the ongoing

Previous wording

The following table summarizes our selling and marketing expenses for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our selling and marketing expenses for the nine months ended September 30, 2025 and 2024:

Previous wording

Selling and marketing expenses were $20.7 million for the six months ended June 30, 2025 as compared to $22.1 million for the six months ended June 30, 2024, a decrease of $1.4 million or 6.3%. The decrease in external costs and overhead was primarily attributable to $1.8 million in lower spend on marketing and advertising expenses and $0.2 million in lower travel and IT expenses as a result of reduced spending initiatives within the U.S. The decrease in employee expenses was primarily due to lower wages and benefits of $0.4 million. The increase in share-based compensation expense of $1.1 million was primarily due to the timing of forfeitures of awards in connection with employee terminations.

Current wording

Selling and marketing expenses were $31.4 million for the nine months ended September 30, 2025 as compared to $32.8 million for the nine months ended September 30, 2024, a decrease of $1.4 million or 4.2%. The decrease in external costs and overhead was primarily attributable to $2.1 million in lower spend on marketing and advertising expenses as a result of reduced spending initiatives within the U.S. The decrease in employee expenses was primarily due to lower wages and benefits of $0.3 million. The increase in share-based compensation expense of $1.1 million was primarily driven by the forfeitures of awards in connection with employee terminations in the prior year.

Previous wording

The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024:

Previous wording

General and administrative expenses were $18.8 million for the six months ended June 30, 2025 as compared to $22.3 million for the six months ended June 30, 2024, a decrease of $3.5 million, or 15.7%. The decrease in external costs and overhead was primarily related to lower professional fees of $1.7 million primarily as a result of lower legal and accounting expenses, VAT recoveries of $0.5 million, lower insurance costs of $0.4 million and lower travel and IT costs of $0.4 million. The decrease in employee expenses was primarily due to lower recruitment costs of $0.4 million, partially offset by higher wages and benefits of $0.2 million. The decrease in share-based compensation expense was primarily due to the timing of forfeitures of awards in connection with employee terminations.

Current wording

General and administrative expenses were $27.1 million for the nine months ended September 30, 2025 as compared to $32.3 million for the nine months ended September 30, 2024, a decrease of $5.2 million, or 16.0%. The decrease in external costs and overhead was primarily related to lower professional fees of $2.3 million primarily as a result of lower legal and accounting expenses, VAT recoveries of $0.5 million, lower insurance costs of $0.4 million and lower travel and IT costs of $0.5 million. The decrease in employee expenses of $0.8 million was primarily due to lower wages and benefits of $0.4 million and lower recruitment costs of $0.4 million. The decrease in share-based compensation expense of $0.7 million was primarily due to the timing of forfeitures of awards in connection with employee terminations.

Previous wording

In connection with the 2025 Restructuring we incurred restructuring, impairment and other related costs, which included severance and related benefit costs and charges related to impairment of long-lived assets and prepaid expenses.

Current wording

In connection with the 2025 Restructuring we incurred restructuring, impairment and other related costs, which included severance and related benefit costs, charges related to impairment of long-lived assets and prepaid expenses, and charges for the estimated fair value of retirement costs associated with the U.K. lease agreement.

Previous wording

Restructuring, impairment, and other related costs were $13.1 million for the six months ended June 30, 2025 and consisted of $6.7 million in severance and related benefit costs, the majority of which are expected to be paid by the end of 2025, and $6.4 million in impairment of long-lived assets and prepaid expenses. We did not incur restructuring, impairment and other related costs during the six months ended June 30, 2024.

Current wording

Restructuring, impairment, and other related costs were $13.5 million for the nine months ended September 30, 2025 and consisted of $6.2 million in severance and related benefit costs, the majority of which will be paid by the end of 2025, $6.4 million in impairment of long-lived assets and prepaid expenses, and $0.8 million for the estimated fair value of retirement costs associated with the U.K. lease agreement. We did not incur restructuring, impairment and other related costs during the nine months ended September 30, 2024.

Previous wording

Interest income was $4.0 million for the six months ended June 30, 2025 as compared to $6.2 million for the six months ended June 30, 2024, a decrease of $2.2 million or 35.7%. The decrease was primarily due to lower yields received on our cash deposits and lower average cash balances.

Current wording

Interest income was $6.5 million for the nine months ended September 30, 2025 as compared to $9.6 million for the nine months ended September 30, 2024, a decrease of $3.2 million or 33.0%. The decrease was primarily due to lower yields received on our cash deposits and lower average cash balances.

Previous wording

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was relatively flat at $25.2 million for the six months ended June 30, 2024 and June 30, 2025. This was due to higher accretion of our deferred royalty obligation with HCR of $0.8 million as a result of higher total revenue, net, partially offset by lower interest on our senior secured term loan facility of $0.7 million as a result of a lower effective interest rate.

Current wording

Interest expense is primarily related to the accretion of our deferred royalty obligation with HCR and the senior secured term loan facility. Interest expense was $38.6 million for the nine months ended September 30, 2025 as compared to $38.3 million for the nine months ended September 30, 2024, an increase of $0.3 million, or 0.9%. This was due to higher accretion of our deferred royalty obligation with HCR of $1.2 million as a result of higher total revenue, net, partially offset by lower interest on our senior secured term loan facility of $0.9 million as a result of a lower effective interest rate.

Previous wording

We are subject to corporate taxation in Switzerland. We are also subject to taxation in other jurisdictions in which we operate, in particular, the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. We recorded an income tax expense of $1.4 million for the six months ended June 30, 2025 as compared to $0.4 million for the six months ended June 30, 2024, primarily driven by a tax adjustment recorded in our UK operations as a result of the 2025 restructuring.

Current wording

We are subject to corporate taxation in Switzerland. We are also subject to taxation in other jurisdictions in which we operate, in particular, the United States and the United Kingdom, where our two wholly-owned subsidiaries are incorporated. We recorded an income tax expense of $1.4 million for the nine months ended September 30, 2025 as compared to $0.5 million for the nine months ended September 30, 2024, primarily driven by a tax adjustment recorded in our UK operations as a result of the 2025 restructuring.

Previous wording

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is still in the process of evaluating OBBB and an estimate of the financial impact cannot be made at this time. Additional disclosures will be provided in future periods as the impact of the legislation is determined.

Current wording

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. Under the OBBB, domestic R&D expenditures are now immediately deductible, while foreign R&D expenditures remain subject to capitalization and amortization. The Company has reflected the impact of these provisions in its estimated annual effective tax rate for the third quarter of 2025. Management does not expect the OBBB to have a material effect on the Company’s overall tax position for the current year.

Previous wording

We recorded our proportionate share of Overland ADCT BioPharma’s net loss of $1.3 million for the six months ended June 30, 2024. We recorded our share of Overland ADCT Biopharma’s net loss up until the point at which our share of losses exceeded our interest in Overland ADCT BioPharma. Losses were not recognized in excess of our total investment, as we have not incurred legal or constructive obligations or committed to additional funding on behalf of the joint venture.

Current wording

We recorded our proportionate share of Overland ADCT BioPharma’s net loss of $1.5 million for the nine months ended September 30, 2024. We recorded our share of Overland ADCT Biopharma’s net loss up until the point at which our share of losses exceeded our interest in Overland ADCT BioPharma. Losses were not recognized in excess of our total investment, as we have not incurred legal or constructive obligations or committed to additional funding on behalf of the joint venture.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $264.6 million and believe that our current cash position and capital resources are sufficient to fund our operation and meet capital requirements for at least the next twelve months from the date of this report.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $234.7 million and believe that our current cash position and capital resources are sufficient to fund our operation and meet capital requirements for at least the next twelve months from the date of this report. After September 30, 2025, we completed the October 2025 Private Placement, which generated net proceeds of approximately $57.6 million to support expansion of ZYNLONTA in anticipation of 2L+DLBCL launch.

Previous wording

We plan to continue to fund our operating needs through our existing cash and cash equivalents, revenues from sales of ZYNLONTA, milestone and royalty payments under our licensing agreements and additional equity financings, debt financings and/or other forms of financing, as well as potential funds provided by collaborations. We are continuously exploring strategic collaborations, business combinations, licensing opportunities or similar strategies for clinical development and commercialization of ZYNLONTA and/or our PSMA-targeting ADC. However, we may be unable to obtain such financing, licensing and collaboration arrangements on favorable terms, if at all.

Current wording

We plan to continue to fund our operating needs through our existing cash and cash equivalents, revenues from sales of ZYNLONTA, milestone and royalty payments under our licensing agreements and additional equity financings, debt financings and/or other forms of financing, as well as potential funds provided by collaborations. We are continuously exploring strategic collaborations, business combinations, licensing opportunities or similar strategies for clinical development and commercialization of ZYNLONTA and/or our PSMA-targeting ADC. However, we may be unable to obtain such future financing, licensing and collaboration arrangements on favorable terms, if at all.

Previous wording

On June 16, 2025, the Company completed a $100.0 million private placement which resulted in net proceeds of $93.1 million and included the sale of common shares and pre-funded warrants (the “Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable, on a cash or cashless basis, at the option of the holder after the date of issuance until the tenth anniversary of their original issuance. At any time during the last 90 days of the term, the holder may exchange the Pre-Funded Warrant for, and we will issue, a new pre-funded warrant for the number of common shares then remaining under the Pre-Funded Warrant. The Pre-Funded Warrants have certain limitations on exercise, including (i) any exercise must be for at least 50,000 common shares (or, if less, the remaining common shares available for purchase under the Pre-Funded Warrants), (ii) a holder cannot exercise for any amount that would cause such holder’s beneficial ownership of our common shares to exceed 9.99% (or 19.99% with 61-days’ notice to us), and (iii) cashless exercise is not available in certain circumstances as specified in the Pre-Funded Warrants. The warrants contain customary anti-dilution adjustments and will entitle holders to receive any dividends or other distributions paid on the underlying common shares prior to their expiration on an as-exercised basis.

Current wording

On June 16, 2025, the Company completed a $100.0 million private placement which resulted in net proceeds of $93.1 million and included the sale of common shares and June 2025 Pre-Funded Warrants. The June 2025 Pre-Funded Warrants are exercisable, on a cash or cashless basis, at the option of the holder after the date of issuance until the tenth anniversary of their original issuance. At any time during the last 90 days of the term, the holder may exchange the June 2025 Pre-Funded Warrant for, and we will issue, a new pre-funded warrant for the number of common shares then remaining under the June 2025 Pre-Funded Warrant. The June 2025 Pre-Funded Warrants have certain limitations on exercise, including (i) any exercise must be for at least 50,000 common shares (or, if less, the remaining common shares available for purchase under the June 2025 Pre-Funded Warrants), (ii) a holder cannot exercise for any amount that would cause such holder’s beneficial ownership of our common shares to exceed 9.99% (or 19.99% with 61-days’ notice to us), and (iii) cashless exercise is not available in certain circumstances as specified in the June 2025 Pre-Funded Warrants. The warrants contain customary anti-dilution adjustments and will entitle holders to receive any dividends or other distributions paid on the underlying common shares prior to their expiration on an as-exercised basis.

Previous wording

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities was $80.4 million for the six months ended June 30, 2025 as compared to $76.9 million for the six months ended June 30, 2024, an increase of $3.5 million. The increase was primarily due to the payment of the 2023 discarded drug rebate of $7.2 million paid in the first quarter of 2025, a $4.0 million period over period increase in annual bonus and retention payments, partially offset by a $3.0 million period over period increase in partner collections and the timing of other operating cash payments and receipts.

Current wording

Net cash used in operating activities was $110.1 million for the nine months ended September 30, 2025 as compared to $102.0 million for the nine months ended September 30, 2024, an increase of $8.1 million. The increase was primarily due to the payment of the 2023 discarded drug rebate of $7.2 million paid in the first quarter of 2025, a $4.0 million period over period increase in annual bonus and retention payments, $3.9 million period over period decrease in interest income, $3.4 million in severance payments as a result of the 2025 restructuring, partially offset by a $2.1 million period over period increase in partner collections and the timing of other operating cash payments and receipts.