Form 4: Redmile Group Acquires Pre-Funded Warrants in ADC Therapeutics SA

Redmile Group, LLC, along with related entities, acquired pre-funded warrants to purchase common shares of ADC Therapeutics SA in a public offering.

Summary

• Redmile Group, LLC, and associated entities including RedCo II Master Fund, L.P., acquired pre-funded warrants to purchase ADC Therapeutics SA common shares on May 8, 2024.
• The purchase was part of an underwritten public offering.
• The price per pre-funded warrant was $4.812.
• Redmile acquired 6,107,181 pre-funded warrants directly and 8,163,265 pre-funded warrants indirectly.
• The exercise price of the pre-funded warrants is CHF 0.08 per share, which is approximately $0.088 based on the exchange rate on May 8, 2024.
• The warrants are exercisable until the tenth anniversary of their issuance, subject to a 9.99% beneficial ownership blocker.
• Jeremy Green, as Managing Member of Redmile Group, LLC and RedCo II (GP), LLC, signed the report on behalf of the reporting persons.
• Redmile and Jeremy Green disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a standard regulatory filing detailing a transaction. The acquisition of warrants by a major investor is generally a positive sign, but the disclaimer of beneficial ownership tempers the enthusiasm.

Positives

• The acquisition of pre-funded warrants by a significant investor like Redmile Group could be seen as a positive signal for ADC Therapeutics SA.

Risks

• The warrants are subject to a 9.99% beneficial ownership blocker, which could limit the extent to which Redmile Group can exercise them.
• Redmile and Jeremy Green disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest, which could indicate a limited commitment.

Future Outlook

The document does not contain specific forward-looking statements regarding ADC Therapeutics SA's future performance, but the acquisition of warrants suggests a continued interest from Redmile Group.

Management Comments

• Jeremy Green, Managing Member of Redmile Group, LLC, signed the report.
• Redmile and Jeremy Green disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

Industry Context

Form 4 filings are standard disclosures for significant transactions by company insiders and major shareholders, providing transparency to the market.

Comparison to Industry Standards

• Form 4 filings are a standard regulatory requirement for individuals and entities exceeding a 10% ownership stake in a publicly traded company, ensuring transparency in the market.
• Similar filings are common across the pharmaceutical and biotechnology industries when major shareholders adjust their positions.

Stakeholder Impact

• The acquisition of warrants by Redmile Group could increase investor confidence in ADC Therapeutics SA.
• The transaction could potentially impact the share price of ADC Therapeutics SA.

Key Dates