Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2020, Adaptive Biotechnologies Corporation (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with the selling
shareholder named therein (the "Selling Shareholder") and J.P. Morgan Securities
LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. as representatives of the
several underwriters named therein (the "Underwriters") relating to an
underwritten public offering of 8,000,000 shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock"), at a public offering price of
$40.00 per share (the "Offering"). The shares of Common Stock sold in the
Offering consist of 6,000,000 shares issued and sold by the Company (the
"Primary Shares") and 2,000,000 shares sold by the Selling Shareholder (the
"Secondary Shares" and, together with the Primary Shares, the "Shares"). The
Offering is being conducted pursuant to a Registration Statement on Form S-3
(File No. 333-239854) (the "Registration Statement"), including the base
prospectus therein as supplemented by preliminary and final prospectus
supplements, filed with the Securities and Exchange Commission ("SEC") pursuant
to the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the Underwriting Agreement, the Company granted the Underwriters an
option to purchase, for a period of 30 calendar days from July 15, 2020, up to
an additional 1,200,000 shares of Common Stock at the public offering price less
the underwriting discount. The Company expects to receive net proceeds to us
from the Offering of approximately $226.4 million (or approximately $271.8
million if the Underwriters exercise their option to purchase additional shares
in full) after deducting underwriting discounts and estimated net offering
expenses payable by the Company. The Company currently intends to use the net
proceeds from the Offering to accelerate its investments in its TCR-Antigen Map
activities and scale its commercial and marketing activities associated with its
immunoSEQ Dx clinical products and services and support continued research and
development for its drug discovery initiatives. In addition, the Company may use
the net proceeds from the Offering to scale its laboratory operations and
capacity to support its commercial growth plans and for working capital and
other general corporate purposes. The Company will not receive any of the
proceeds from the sale of Secondary Shares by the Selling Shareholder.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and the Selling Shareholder, conditions to closing,
indemnification obligations of the Company, the Selling Shareholder and the
Underwriters (including for liabilities under the Securities Act), other
obligations of the parties and termination provisions. The foregoing description
of the Underwriting Agreement is qualified in its entirety by reference to the
complete text of the Underwriting Agreement, a copy of which is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Offering is expected to close on July 20, 2020, subject to the satisfaction
of customary closing conditions. A copy of the legal opinion of DLA Piper LLP
(US) relating to the legality of the Shares is filed as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated by reference into the
Registration Statement.
Item 2.02 Results of Operations and Financial Condition.
The Registration Statement filed in connection with the Offering also contains
information regarding the Company's preliminary estimates of certain financial
and operational metrics for the three months ended June 30, 2020. The Company
estimates that: (1) total revenue for the three months ended June 30, 2020 will
range from $20.0 million to $20.5 million; (2) research sequencing volume will
be 4,185 sequences delivered in the three months ended June 30, 2020; and (3)
clinical sequencing volume will be 3,136 clinical tests delivered in the three
months ended June 30, 2020. The Company further expects an operating and net
loss for the three months ended June 30, 2020, and for its operating and net
loss for the three months ended June 30, 2020 to increase compared to the three
months ended June 30, 2019. Finally, the Company estimates that its cash, cash
equivalents and marketable securities as of June 30, 2020 was approximately
$628.0 million.
The Company's financial statements for the three months ended June 30, 2020 are
not yet available. Accordingly, the preliminary financial and operational
metrics and results summarized above and included in the Registration Statement
are estimates subject to the completion of the Company's financial closing
procedures and any adjustments that may result from the completion of the
Company's financial statements. The preliminary results may differ materially
from the actual results that will be reflected in the Company's financial
statements when they are completed and publicly disclosed. Accordingly, undue
reliance should not be placed on these estimates. The Company anticipates that
its unaudited financial statements for the three months ended June 30, 2020 will
be included in its Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2020.
In accordance with General Instruction B.2. of Form 8-K, the information in this
Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference in
any of the Company's filings under the Securities Act, whether made before or
after the date hereof, regardless of any incorporation language in such a
filing, except as expressly set forth by specific reference in such a filing.
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Item 8.01 Other Events.
On July 14, 2020, the Company issued a press release announcing the commencement
of the Offering, and on July 15, 2020 the Company issued a press release
announcing pricing of the Offering. Copies of these press releases are attached
to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated July 15, 2020, by and among Adaptive
Biotechnologies Corporation, the Selling Shareholder, J.P. Morgan
Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc.
5.1 Opinion of DLA Piper LLP (US) regarding the legality of the Shares.
23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
99.1 Press Release dated July 14, 2020 regarding commencement of the
Offering.
99.2 Press Release dated July 15, 2020 regarding pricing of the Offering.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other
federal securities laws. Any statements contained herein that do not describe
historical facts, including, but not limited to statements related to the
anticipated closing of the Offering, the net proceeds expected from the
Offering, the anticipated use of proceeds, and the Company's anticipated results
of operations and financial conditions for the three months ended June 30, 2020.
These statements involve risks and uncertainties, including the Company's
ability to satisfy certain conditions to closing on a timely basis or at all, as
well as other risks detailed from time to time in the Company's filings with the
SEC, including those discussed in the prospectus supplements related to the
Offering, the documents incorporated by reference herein and therein, any
related free writing prospectus, and subsequent filings with the SEC. Any of
these risks and uncertainties could materially and adversely affect the
Company's results of operations, which would, in turn, have a significant and
adverse impact on the Company's stock price. The Company cautions you not to
place undue reliance on any forward-looking statements, which speak only as of
the date they are made. The Company undertakes no obligation to update publicly
any forward-looking statements to reflect new information, events or
circumstances after the date they were made or to reflect the occurrence of
unanticipated events.
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