Short answer
Adaptive Biotechnologies Corp (ADPT) filed an 8-K current report with the SEC on June 22, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Unregistered notes and potential conversion shares, limiting resale absent Securities Act registration or an exemption.
Adaptive Biotechnologies Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Unregistered notes and potential conversion shares, limiting resale absent Securities Act registration or an exemption
- Registration-status restriction creates liquidity and transferability constraints for investors
- Convertible financing terms require reviewing the accompanying exhibit for principal, conversion price, maturity, and interest details
Item 1.02 · Termination of a Material Definitive Agreement
- Provided text identifies Item 2.03, not Item 1.02 termination
- Disclosure is incomplete and does not identify the obligation, amount, terms, or financial impact
Item 8.01 · Other Events
- June 17, 2026 press release announced pricing of the Notes
- Notes represent a financing event with potential future common-stock dilution upon conversion
- Exhibit 99.1 contains the pricing terms investors need to assess dilution and financing costs
Item EX-99.1 · Exhibit EX-99.1
- $300M upsized 0% convertible notes due 2031, with $45M additional-purchase option
- Net proceeds approximately $290.8M, primarily targeting OrbiMed repayment and improved financial flexibility
- $25M share repurchase for 1,451,800 shares, reducing near-term dilution but potentially supporting the stock price
- Conversion price approximately $24.11, a 40% premium to the $17.22 reference price; conversion rate 41.48 shares per $1,000
- $22.3M capped-call cost with a $34.44 cap, designed to offset dilution below that level; dilution remains possible above the cap
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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