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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 18, 2024
ADC Therapeutics SA
(Exact Name of Registrant as Specified in Its Charter)
|
Switzerland
(State or Other Jurisdiction of Incorporation) |
001-39071
(Commission File Number)
|
N/A
(IRS Employer Identification Number)
|
|
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
(Address of Principal Executive Offices) (Zip
Code) |
+41 21 653 02 00
(Registrant’s Telephone Number) |
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| Common Shares, par value CHF 0.08 per share |
ADCT |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 C.F.R. §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 C.F.R. §240.12b-2). Emerging growth company ☐
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2024, ADC Therapeutics SA (the “Company”)
entered into an agreement (the “Redmile Agreement”) with the Redmile Group, LLC (“Redmile”) regarding preemptive
rights and advance subscription rights with respect to shares of the Company. The Company agreed that the Company’s board of directors
will not restrict the preemptive rights of Redmile or its affiliates based on Article 4a(4)(g) of the Company’s articles of association
or restrict the advance subscription rights of Redmile or its affiliates based on Article 4c(3) of the Company’s articles of association
as long as (i) Redmile (including its affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5
under the Exchange Act)) does not directly or indirectly control, own or have the right to control or own, collectively, shares representing
more than 20% of the Company’s share capital or (ii) Redmile (including its affiliates and any other person or entity forming a
“group” (as defined in Rule 13d-5 under the Exchange Act)) directly or indirectly controls, owns or has the right to control
or own, collectively, shares representing more than 20% of the Company’s share capital but the Company’s board of directors
determines that Redmile does not have an intent to effect a change of control of the Company. If, at any time, Redmile (including its
affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange Act)) directly or
indirectly controls, owns or has the right to control or own, collectively, shares representing more than 20% of the Company’s
share capital and the Company’s board of directors determines that Redmile has an intent to effect a change of control of the Company,
the Company’s board of directors will provide a reasonable opportunity to Redmile to explain its intentions. Thereafter, if the
Company’s board of directors determines that Redmile does not intend to effect a change of control of the Company, the Company’s
board of directors will not restrict the preemptive rights of Redmile or its affiliates based on Article 4a(4)(g) of the Company’s
articles of association or restrict the advance subscription rights of Redmile or its affiliates based on Article 4c(3) of the Company’s
articles of association. However, if the Company’s board of directors maintains its determination that Redmile has an intent to
effect a change of control of the Company, the Company’s board of directors may restrict the preemptive rights of Redmile and its
affiliates based on Article 4a(4)(g) of the Company’s articles of association and restrict the advance subscription rights of Redmile
and its affiliates based on Article 4c(3) of the Company’s articles of association. The Redmile Agreement terminates upon the earliest
of (i) the Company removing Article 4a(4)(g) and Article 4c(3) of the Company’s articles of association, (ii) after five years
if Redmile and its affiliates directly or indirectly control, own or have the right to control or own, collectively, less than 20% of
the Company’s share capital, (iii) the Company becomes incorporated in any state of the United States, (iv) Redmile (including
its affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange Act)) directly
or indirectly controls, owns or has the right to control or own, collectively, shares representing more than 30% of the Company’s
share capital, other than solely as a result of the Company’s action, and (v) the Company’s board of directors determines
that Redmile has an intent to effect a change of control of the Company pursuant to the foregoing sentence.
The foregoing description of the Redmile Agreement is not complete
and is qualified in its entirety by the Redmile Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference into this
description.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto duly authorized.
| |
ADC Therapeutics SA |
| Date: January 24, 2024 |
|
| |
By: |
/s/ Peter J. Graham |
| |
Name: |
Peter J. Graham |
| |
Title: |
Chief Legal Officer |
Exhibit 10.1
Agreement
of 18 January 2024
between
ADC Therapeutics SA
Biopôle
Route de la Corniche 3 B
1066 Epalinges
Switzerland
Legal@adctherapeutics.com
“Company”
and
Redmile Group, LLC
One Letterman Drive, Suite D3-300
San Francisco, CA 94129
United States
Redmile_legal@redmilegrp.com
“Redmile”
Company and Redmile each a “Party”
collectively the “Parties”
regarding
the pre-emptive and advance subscription rights with
respect to the shares in the Company
WHEREAS
| A. | As of the date hereof, Redmile, through certain funds which Redmile manages (the "Funds"), currently controls common
shares of the Company (the "Shares") representing approximately 18.93% of the share capital registered in the commercial
register. |
| B. | The articles of association of the Company (the "Articles") provide in article 4a (4)(g) that in the event of an
issue of Shares, the board of directors of the Company (the "Board") is authorized to withdraw or restrict pre-emptive
rights of existing shareholders and to allocate such rights to third parties, the Company or any of its group companies following a shareholder
or a group of shareholders acting in concert having accumulated shareholdings in excess of 20% of the share capital registered in the
commercial register without having submitted to all other shareholders a takeover offer recommended by the Board. |
| C. | Furthermore, the Articles provide in article 4c (3) that in the event of an issue of bonds, notes, options, warrants or other securities
or contractual obligations of the Company with conversion, exchange, option, warrant or similar rights or obligations for the subscription
of Shares (the "Financial Instruments") the Board shall be authorized to restrict or withdraw advance subscription rights
of shareholders in connection with the issuance of Financial Instruments by the Company or one of its group companies following a shareholder
or a group of shareholders acting in concert having accumulated shareholdings in excess of 20% of the share capital registered in the
commercial register without having submitted to all other shareholders a takeover offer recommended by the Board. |
| D. | Redmile has confirmed to the Company that, as of the date hereof, it currently has no intention of effecting a change of control of
the Company. |
| E. | The Parties wish to agree on the principles based on which the Board may restrict the pre-emptive or advance subscription rights of
Redmile and its affiliates (as defined in Rule 405 under the Securities Act) (collectively, including the Funds, the “Affiliates”). |
NOW, THEREFORE,
the Parties agree as follows:
| 1. | Granting of Pre-emptive Rights and Advance Subscription Rights |
The Company agrees that as long as Redmile
and its Affiliates, together with any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange
Act) with Redmile or any of its Affiliates (such persons and entities, together with Redmile and its Affiliates, the “Group”),
do not directly or indirectly control, own or have the right to control or own (regardless of whether such right is exercisable immediately
or only after the passage of time), collectively, Shares representing 20% of the share capital registered in the commercial register,
the Board will not restrict the pre-emptive rights of Redmile or any of its Affiliates based on article 4a (4)(g) of the Articles nor
restrict the advance subscription rights of Redmile or any of its Affiliates based on article 4c (3) of the Articles if another shareholder
increases its shareholding in the Company to more than 20% of the share capital registered in the commercial register and, as a result,
the company exercises such rights.
Furthermore, the Company agrees that if
the Group, directly or indirectly controls, owns or has the right to control or own (regardless of whether such right is exercisable immediately
or only after the passage of time), collectively, Shares representing more than 20% of the share capital registered in the commercial
register, and the Board determines (in the exercise of its fiduciary duties) that the Group has no intention to effect a change of control
of the Company, the Board will not restrict the pre-emptive rights of Redmile or any of its Affiliates based on article 4a (4)(g) of the
Articles or the advance subscription rights of Redmile or any of its Affiliates based on article 4c (3) of the Articles.
Redmile agrees that it shall:
| a) | notify the Company promptly (but no later than two business days) upon becoming aware that the Group directly
or indirectly controls, owns or has the right to control or own (regardless of whether such right is exercisable immediately or only after
the passage of time), collectively, Shares representing more than 20% of the share capital registered in the commercial register, |
| b) | notify the Company promptly (but no later than two business days) upon becoming aware that the Group directly
or indirectly controls, owns or has the right to control or own (regardless of whether such right is exercisable immediately or only after
the passage of time), collectively, Shares representing more than 30% of the share capital registered in the commercial register, and |
| c) | upon request by the Company (which may be via email), promptly (but no later than two business days) inform
the Company of the number of Shares that the Group directly or indirectly controls, owns or has the right to control or own (regardless
of whether such right is exercisable immediately or only after the passage of time). |
The Company agrees that it shall, upon
request by Redmile (which may be via email), promptly (but no later than two business days) inform Redmile of the total amount of share
capital then-registered in the commercial register.
| 3. | Intent to Effect a Change of Control |
If, at any time, the Group directly or
indirectly controls, owns or has the right to control or own (regardless of whether such right is exercisable immediately or only after
the passage of time), collectively, Shares representing more than 20% of the share capital registered in the commercial register and the
Board determines (in the exercise of its fiduciary duties) that the Group has an intent to effect a change of control of the Company,
the Company shall notify Redmile of the Board’s determination, following which Redmile shall be afforded a reasonable opportunity
to explain its intentions to the Board. Without limitation, the Board may deem the Group’s controlling, owning or having the right
to control or own (regardless of whether such right is exercisable immediately or only after the passage of time), directly or indirectly,
Shares representing more than 30% of the Company's share capital registered in the commercial register as an intention by the Group to
effect a change of control of the Company.
| a) | If, following the explanation by Redmile, the Board determines (in the exercise of its fiduciary duties)
that the Group has no intention to effect a change of control of the Company, the Board will not restrict the pre-emptive rights of Redmile
or any of its Affiliates based on article 4a (4)(g) of the Articles or the advance subscription rights of Redmile or any of its Affiliates
based on article 4c (3) of the Articles. |
| b) | If, following the explanation by Redmile (or if Redmile fails to explain its intentions to the Board within
a reasonable amount of time (which, for avoidance of doubt, shall not be less than five business days) or Redmile states its intent to
effect a change of control of the Company), the Board maintains (in the exercise of its fiduciary duties) its determination that the Group
has an intent to effect a change of control of the Company, the Board can, but is not obligated to restrict the pre-emptive rights and/or
the advance subscription rights of the Group based on article 4a (4)(g) or article 4c (3) of the Articles. |
For the avoidance of doubt, so long as
consistent with Board’s fiduciary duties, for purposes of the Board making any determinations under this Section 3, Redmile and
its Affiliates’ exercise of their rights as a shareholder in the ordinary course of business on Company proposals (including, without
limitation, the exercise of voting rights attached to its Shares at any meeting of shareholders at which Redmile and its Affiliates are
able to vote in accordance with the Articles and the limitations contained therein, including article 6(3)) shall not constitute a reasonable
intention by Redmile and its Affiliates to effect a change of control of the Company.
| 4. | Registration as shareholder with and exercise of voting rights |
Except as otherwise mutually agreed between
the Company and Redmile, Redmile shall not, and shall cause the Group to not, directly or indirectly, formally, constructively or beneficially
own, or otherwise control, or exercise, in each case including through Nominees (as defined in the Articles), collectively, voting rights
with respect to more than 15% of the Company's share capital registered in the commercial register from time to time.
Prior to a Redomiciliation (as defined
below), the Company will use reasonable efforts to provide arrangements for Redmile and its Affiliates to exchange or convert, upon such
Redomiciliation or within a reasonable time thereafter, their Shares exceeding 9.99% of outstanding Shares immediately after such Redomiciliation
for the same amount of non-voting securities (including, without limitation, warrants or preferred shares) that include a 9.99% beneficial
ownership blocker. For the purposes of this Agreement, “Redomiciliation”, with respect to the Company, means the Company
becoming incorporated in any state of the United States or merging into a corporation incorporated in any state of the Unites States for
the sole purpose of changing the Company’s domicile.
This Agreement may only be modified or
amended by a document duly signed by all Parties. Any provision contained in this Agreement may only be waived by a document duly signed
by the Party waiving such provision.
This Agreement shall automatically terminate
and cease to be effective without further action upon the earlier of:
| a) | if the Company removes the 20% clauses (article 4a (4)(g) and article 4c (3) of the Articles) from the Articles,
or |
| b) | at any point on or after the fifth (5th) anniversary of the date of the Agreement, Redmile and
its Affiliates directly or indirectly controlling, owning or having the right to control or own, collectively, Shares representing less
than 20% of the Company's share capital registered in the commercial register, or |
| c) | the consummation of a Redomiciliation, or |
| d) | the Group directly or indirectly controls, owns or has the right to control or own (regardless of whether
such right is exercisable immediately or only after the passage of time), collectively, Shares representing more than 30% of the Company's
share capital registered in the commercial register, other than, solely as a result of action by the Company (for example, a share repurchase
or an inaccuracy in the information provided by the Company to Redmile in section 2.2 hereof), or |
| e) | the Board determining, pursuant to section 3(b) hereof, that the Group has an intent to effect a change of
control. |
All notices or other communications to
be given under or in connection with this Agreement shall be made in writing and shall be delivered by e-mail to the addresses mentioned
on the cover page of this Agreement.
| 6.4. | Severability / Good Faith |
Should any part or provision of this Agreement
be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this
Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects
the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection.
The same shall apply if and to the extent that this Agreement is found to contain any gaps or omissions.
The failure of any of the Parties to enforce
any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions
or rights or in any way affect the validity of this Agreement.
Except as otherwise provided for in this
Agreement, the Parties shall not assign this Agreement or any rights hereunder to any third party without the prior written consent of
the other Party.
| 7. | Governing Law and Jurisdiction |
This Agreement shall be governed by and
construed in accordance with the substantive laws of Switzerland, without regard to its conflicts of laws rules.
All disputes arising out of or in connection
with the present Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the
ordinary courts in the city of Zurich, Switzerland.
[signature page follows]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and effective as of the date first written above.
|
ADC Therapeutics SA |
|
| |
|
| |
|
| By: |
/s/ Ameet Mallik |
|
| |
Name: Ameet Mallik |
|
| |
Title: CEO |
|
| |
|
|
| |
|
|
|
Redmile Group, LLC
|
|
| |
|
| By: |
/s/ Joshua Garcia |
|
| |
Name: Joshua Garcia |
|
| |
Title: Authorized Signatory |
|
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