ADC Therapeutics announced on February 23 2026 that it had entered into an amendment to its royalty purchase agreement with entities managed by HealthCare Royalty on February 18 2026. The amendment cuts the change‑of‑control payment from $750 million to $150 million through the end of 2027 and to $200 million thereafter, while HealthCare Royalty will continue to receive royalties on sales by any acquirer until the original royalty cap is reached.
Under the new terms, HealthCare Royalty receives warrants to purchase 9,834,776 common shares at an exercise price of $3.8130 per share. The warrants are exercisable until December 31 2030, with a lock‑up through the end of 2027, giving ADC Therapeutics additional strategic flexibility while limiting future cash outlays.
The amendment reflects ADC’s confidence in ZYNLONTA’s long‑term potential and aligns the royalty structure with the company’s projected revenue trajectory. By reducing the upfront change‑of‑control fee, ADC preserves cash that can be deployed toward clinical milestones and commercial expansion, while the warrant issuance provides a future upside for HealthCare Royalty without immediate dilution to ADC shareholders.
"We are pleased by this meaningful amendment to the terms of our partnership with HealthCare Royalty, based on our shared conviction in ZYNLONTA's potential, as it enables greater strategic flexibility for our Company," said Ameet Mallik, CEO of ADC Therapeutics.
"This updated agreement is a result of our belief in the long‑term upside of ZYNLONTA," added Clarke Futch, Chairman and CEO of HealthCare Royalty.
"This transaction reflects the significant value of ZYNLONTA and Cami. We are delighted to partner with HealthCare Royalty, a leading healthcare investment firm, to continue the development and commercialization of ZYNLONTA in combination with other drugs, in earlier lines of therapy and in new histologies, as well as to continue our development and commercialization plans for Cami," said Chris Martin, CEO of ADC Therapeutics.
"With this transaction, we are well‑positioned to continue executing on our plans and improving the lives of patients," Martin continued.
The original agreement, signed in August 2021, involved HealthCare Royalty providing $300 million in funding and a $750 million change‑of‑control payment (or $675 million under certain conditions). The amendment also clarifies buyout options for remaining royalty obligations, with potential amounts of $525 million or $750 million.
ADC Therapeutics remains a commercial‑stage biotechnology company focused on ZYNLONTA, an FDA‑approved antibody‑drug conjugate for relapsed or refractory large B‑cell lymphoma. The company projects peak U.S. revenue of $600 million to $1 billion annually, and it is pursuing additional clinical development through trials such as LOTIS‑5 and LOTIS‑7.
The financing adjustment extends ADC’s cash runway to at least 2028, providing a buffer for ongoing clinical milestones and potential commercial expansion, while the warrants give HealthCare Royalty a stake in future upside without immediate dilution.
The amendment underscores ADC’s strategic focus on preserving capital for growth and its confidence in ZYNLONTA’s market potential, even as the company continues to navigate financial challenges such as declining revenue and large losses.
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