ADCT ADC Therapeutics SA

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2023.

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Commission File Number: 001-39071

 

ADC Therapeutics SA

(Exact name of registrant as specified in its charter)

 

Biopôle

Route de la Corniche 3B

1066 Epalinges

Switzerland

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

☒

Form 40-F

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On October 10, 2023, ADC Therapeutics SA (the “Company”) received a notice from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the continued listing minimum price criteria set forth in Section 802.01C of the NYSE Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. In accordance with Section 802.01C of the NYSE Listed Company Manual, the Company has a period of six months from receipt of the notice to regain compliance with the continued listing minimum price criteria. The notice has no immediate impact on the listing of the Company’s common shares, which will remain listed and traded on the NYSE during this period, subject to the Company’s compliance with the other continued listing requirements. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the Company’s common shares have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company has notified the NYSE of its intent to cure the deficiency, which may include, if necessary, effecting a reverse share split, subject to board and shareholder approval. There can be no assurance that the Company will be able to regain compliance with NYSE’s continued listing minimum price criteria or remain in compliance with other continued listing requirements or that the Company’s common shares will continue to be listed on the NYSE.

 

INCORPORATION BY REFERENCE

 

This Report on Form 6-K (other than Exhibit 99.1) shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-267293, 333-267295 and 333-270570) of ADC Therapeutics SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

SIGNATURE

 

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.

 

	ADC Therapeutics SA
Date: November 7, 2023
	By:	/s/ Peter J. Graham
	Name:	Peter J. Graham
	Title:	Chief Legal Officer

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press release dated November 7, 2023

 

 

 

 

 

Exhibit 99.1

 

 

 

ADC Therapeutics Receives NYSE Notice of Non-Compliance With Continued Listing Standards

 

Lausanne, Switzerland, November 7, 2023 – ADC Therapeutics SA (NYSE: ADCT) today announced that on October 10, 2023, it received a notice from the New York Stock Exchange (NYSE) that the Company is not in compliance with the continued listing minimum price criteria set forth in Section 802.01C of the NYSE Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

 

In accordance with Section 802.01C of the NYSE Listed Company Manual, the Company has a cure period of six months from receipt of the notice to regain compliance with the continued listing minimum price criteria. The notice has no immediate impact on the listing of the Company’s common shares, which will remain listed and traded on the NYSE during this period, subject to the Company’s compliance with the other continued listing requirements.

 

The Company can regain compliance if on the last trading day of any calendar month during the cure period the Company’s common shares have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company has notified the NYSE of its intent to cure the deficiency, which may include, if necessary, effecting a reverse share split, subject to board and shareholder approval.

 

About ADC Therapeutics

 

ADC Therapeutics (NYSE: ADCT) is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs). The Company is advancing its proprietary ADC technology to transform the treatment paradigm for patients with hematologic malignancies and solid tumors.

 

ADC Therapeutics’ CD19-directed ADC ZYNLONTA (loncastuximab tesirine-lpyl) received accelerated approval by the FDA and conditional approval from the European Commission for the treatment of relapsed or refractory diffuse large B-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents and in earlier lines of therapy. In addition to ZYNLONTA, ADC Therapeutics has multiple ADCs in ongoing clinical and preclinical development.

 

ADC Therapeutics is based in Lausanne (Biopôle), Switzerland and has operations in London, the San Francisco Bay Area and New Jersey. For more information, please visit https://www.adctherapeutics.com/ and follow the Company on LinkedIn.

 

ZYNLONTA^® is a registered trademark of ADC Therapeutics SA.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “would”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “future”, “continue”, or “appear” or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to certain risks and uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences include, but are not limited to: the ability of the Company to cure the deficiency and regain compliance with NYSE listing standards and for the Company’s common shares to remain listed on the NYSE; the success of the Company’s updated corporate strategy including operating efficiencies, capital deployment and portfolio prioritization; the Company’s ability to achieve the decrease in total operating expenses for 2023 and 2024, the expected cash runway into the middle of 2025, the effectiveness of the new commercial go-to-market strategy, competition from new technologies, the Company’s ability to continue to commercialize ZYNLONTA^® in the United States and future revenue from the same; Swedish Orphan Biovitrum AB (Sobi^®) ability to successfully commercialize ZYNLONTA^® in the European Economic Area and market acceptance, adequate reimbursement coverage, and future revenue from the same; approval by the NMPA of the BLA for ZYNLONTA in China submitted by Overland ADCT BioPharma and future revenue from the same, our strategic partners’, including Mitsubishi Tanabe Pharma Corporation, ability to obtain regulatory approval for ZYNLONTA^® in foreign jurisdictions, and the timing and amount of future revenue and payments to us from such partnerships; the Company’s ability to market its products in compliance with applicable laws and regulations; the Company’s expectations regarding the impact of the Infrastructure Investment and Jobs Act; the timing and results of the Company’s or its partners’ research projects or clinical trials including LOTIS 5 and 7, ADCT 901, 601 and 602, the impact, if any, from discontinuation of the LOTIS-9 study, actions by the FDA or foreign regulatory authorities with respect to the Company’s products or product candidates, the timing and outcome of regulatory submissions for the Company’s products or product candidates; the ability to complete clinical trials on expected timelines, if at all; projected revenue and expenses; the Company’s indebtedness, including Healthcare Royalty Management and Blue Owl and Oaktree facilities, and the restrictions imposed on the Company’s activities by such indebtedness, the ability to repay such indebtedness and the significant cash required to service such indebtedness; and the Company’s ability to obtain financial and other resources for its research, development, clinical, and commercial activities. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the “Risk Factors” section of the Company's Annual Report on Form 20-F and in the Company's other periodic reports and filings with the Securities and Exchange Commission. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking statements. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document. The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.

 

CONTACTS:

 

Investors

Eugenia Litz 

ADC Therapeutics

Eugenia.Litz@adctherapeutics.com 

+44 7879 627205

+1 908-723-2350

 

Media 

Nicole Riley

ADC Therapeutics 

Nicole.Riley@adctherapeutics.com

+1 862-926-9040

 

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