Full Press Release Details
the shareholders of ADC Therapeutics SA
Invitation to the Annual General Meeting
Date and Time: Wednesday,
June 14, 2023, at 4:00 a.m. EDT / 10:00 a.m. CEST
Headquarters of ADC Therapeutics SA, Biop le, Route de la Corniche 3B, 1066 Epalinges, Switzerland
to update you on ADC Therapeutics' achievements in 2022 and our strategic objectives for 2023. 2022 was a year of evolution for
the Company as we strengthened our leadership team, continued to lay the foundation for ZYNLONTA growth and bolstered
our capital position.
team has hit the ground running. These industry veterans have the shared goal of maximizing the potential of our cutting-edge science
and specialized capabilities in the field of antibody drug conjugates. Together, we aim to unlock the potential value of the Company
for all of our stakeholders.
Our strategic objectives
for 2023 are to optimize the ZYNLONTA opportunity, advance our pipeline and broaden our ADC platform and leadership.
ZYNLONTA Opportunity:
has the potential to become the standard of care in third-line DLBCL. In order to accomplish this, our commercial team is focused on
three key imperatives: driving awareness of ZYNLONTA's differentiated product profile, educating physicians to optimize patient
benefit and continuing to build advocacy with key thought leaders focusing on clear patient types.
we have made significant progress in bringing ZYNLONTA to patients who can benefit worldwide. We entered into exclusive license agreements
with Mitsubishi Tanabe Pharma Corporation to develop and commercialize ZYNLONTA in Japan and with Swedish Orphan Biovitrium (Sobi) in
Europe and select international territories. In December, the European Commission and UK Medicines and Healthcare Products Regulatory
Agency (MHRA) granted conditional approval for ZYNLONTA for the treatment of relapsed or refractory DLBCL. We are working closely with
Sobi and expect them to begin launching in Europe in the second quarter of 2023 on a country-by-country basis.
the third-line DLBCL setting is important, we believe the larger opportunity lies in combinations in earlier-line settings. ZYNLONTA
is the only approved CD19-directed treatment option outside of CAR-T to have demonstrated single agent activity in DLBCL, and we aim
for ZYNLONTA to become the combination agent of choice. We have two ongoing trials of ZYNLONTA in combination with rituximab: the Phase
3 confirmatory LOTIS-5 study in second-line DLBCL patients who are not eligible for stem cell transplant and the Phase 2 LOTIS-9 study
in first-line DLBCL patients who are frail or unfit.
single agent efficacy and manageable safety profile, we believe it has the potential to become the partner of choice for bispecifics
across all lines of therapy. Consequently, we are driving
and partnerships in addition to supporting investigator-initiated studies to assess the clinical benefit for patients. These combination
trials include our LOTIS-7 study, evaluating ZYNLONTA with glofitamab and mosunetuzumab through a supply agreement with Roche. We also
have a collaboration and clinical supply agreement with IGM Biosciences to evaluate ZYNLONTA in combination with imvotomab, a bispecific
net product sales to grow by double-digit percentage points year-over-year and for the brand to achieve commercial brand profitability
Looking beyond ZYNLONTA,
our portfolio consists of several programs based on the same validated technology as ZYNLONTA. We are looking forward to multiple catalysts
over the next 12-15 months, including initial Phase 1 data for two solid tumor programs: ADCT-901 targeting KAAG1, a novel first-in-class
target and ADCT-601 targeting AXL, a validated target. We also expect initial Phase 1 data for ADCT-602 targeting CD22, a program in
collaboration with MD Anderson. We are excited about our promising programs and are committed to prioritizing and executing strategic
resource allocation to ensure the programs with the highest probability of success reach their full potential.
ADC Platform and Leadership:
leaders in the field of ADCs, we are developing molecules which utilize next-generation technology to ensure we maintain our leadership.
Using new antibody constructs and payloads, we are leveraging our expertise in the ADC field. We continue building our toolbox to advance
differentiated next-generation assets.
financial position, our cash runway is expected to extend into mid-2025. We closed 2022 with $326 million in cash which does not include
the $50 million milestone we received from Sobi upon approval of ZYNLONTA in Europe as well as the $75 million expected milestone from
Health Care Royalty Partners upon the first commercial sale in Europe.
of solid execution and intense focus. For ZYNLONTA, we have targeted initiatives to capture increasing share of the 3L+ DLBCL market
and to advance our promising trials to explore ZYNLONTA in earlier lines of therapy and with multiple combination partners. We will continue
to progress our pipeline with several data readouts expected over the next 12-15 months. We are exploring partnership opportunities to
maximize the value of our assets, all while lowering operating expenses and taking a disciplined approach to capital allocation.
grateful for our committed employees, the physicians and patients with whom we partner and to our shareholders for their continued support.
We look forward to updating you on our progress in 2023.
Agenda and Proposals of the Board
Board of Directors proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements for
the financial year 2022 be approved, and that the Auditors' Reports be acknowledged.
Pursuant to Swiss law and our Articles of Association, the Annual General Meeting is responsible for deciding on the management report,
the annual financial statements and the consolidated financial statements.
Board of Directors proposes that the members of the Board of Directors and the Executive Committee be discharged from liability for the
financial year 2022.
Pursuant to Swiss law and our Articles of Association, the Annual General Meeting is responsible for deciding on the discharge.
The Board of Directors
proposes that the loss of the Company be carried forward as follows:
| Loss carried forward from the year 2021 | CHF 840,826,806 |
| Loss for the year 2022 | CHF 128,137,052 |
| Loss to be carried forward | CHF 968,963,858 |
Pursuant to Swiss law and our Articles of Association, the Annual General Meeting is responsible for deciding on the appropriation of
retained earnings or net loss. The Board of Directors proposes that the net loss for the year 2022 be carried forward.
Board of Directors proposes the re-election of Ron Squarer, Jean-Pierre Bizzari, Peter Hug, Ameet Mallik, Viviane Monges, Thomas Pfisterer,
Tyrell Rivers, and Victor Sandor for a term of office until completion of the 2024 Annual General Meeting. In addition, the Board of
Directors proposes to elect Robert Azelby as a new member of the Board of Directors for a term of office until completion of the 2024
Annual General Meeting.
Explanation: The term of office for the Chair and all members of the Board of Directors expires at the end of the 2023 Annual General
Meeting. Pursuant to Swiss law and our Articles of Association, the Annual General Meeting is responsible to elect the Chair and the
members of the Board of Directors. The elections will be conducted on an individual basis.
the Board of Directors consists of 12 members. The Board of Directors is proposing to reduce the size of the Board of Directors to 9
Information: Information on the professional background of the Chair and the other current members of the Board of Directors can
be found in our 2022 Annual Report. The information on the professional background of Robert Azelby is set forth below:
Azelby served as president and chief executive officer of Eliem Therapeutics, Inc., a publicly traded clinical stage neuroscience company
focused on neuronal excitability disorders, from October 2020 to February 2023. Prior to that, Mr. Azelby served as the chief executive
officer of Alder BioPharmaceuticals, Inc. from June 2018 until its acquisition by H. Lundbeck in 2019. From November 2015 to May 2018,
Mr. Azelby served as executive vice president, chief commercial officer of Juno Therapeutics, Inc. Prior to that, Mr. Azelby served in
various positions at Amgen Inc., including vice president and general manager, oncology, vice president, Amgen oncology sales, vice president,
commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of Clovis
Oncology, Inc. and Chinook Therapeutics. He previously served on the board of directors of Eliem Therapeutics, Alder BioPharmaceuticals,
Cascadian Therapeutics, Inc. and Immunomedics Inc. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of
Virginia and an M.B.A. from Harvard Business School.
are no family relationships between Robert Azelby or any of our directors or executive officers. There are no related-party transactions
between us and Robert Azelby that would require disclosure under Item 7.B. of Form 20-F, other than customary indemnification arrangements
applicable to all of our directors and compensatory arrangements that will be disclosed in our Annual Report for the year ended December
Independence: The Board of Directors has determined that each of Robert Azelby, Jean-Pierre Bizzari, Peter Hug, Viviane Monges,
Tyrell Rivers, and Victor Sandor meets the independence standards set forth in the Section 303A.02 of the NYSE Listed Company Manual
Board of Directors, has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director.
Chair: The Board of Directors will appoint Peter Hug, subject to his re-election as a member of the Board of Directors, as vice-Chair
of the Board for a term of office until completion of the 2024 Annual General Meeting and lead independent director.
Committees: The Board of Directors will appoint Robert Azelby, if elected, as a member of the Audit Committee. The Board of Directors
has determined that Robert Azelby satisfy the "independence" requirements set forth in Rule 10A-3 under the Exchange Act.
Robert Azelby is also candidate for election as a member of the Compensation Committee.
of Directors proposes the re-election of Peter Hug as a member of the Compensation Committee, for a term of office until completion of
the 2024 Annual General Meeting, subject to his re-election as a member of the Board of Directors. The Board of Directors further proposes
the election of Victor Sandor and Robert Azelby as members of the Compensation Committee, each for a term of office until completion
of the 2024 Annual General Meeting, subject to their (re-)election as members of the Board of Directors.