8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2022

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington	001-38957	27-0907024
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1165 Eastlake Avenue East Seattle, Washington		98109
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 659-0067

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ADPT	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2022, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated May 4, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Adaptive Biotechnologies Corporation
Date: May 4, 2022	By:	/s/ Kyle Piskel
		Kyle Piskel
		Interim Chief Financial Officer and Principal Accounting Officer

EX-99.1

EXHIBIT 99.1

Adaptive Biotechnologies Reports First Quarter 2022 Financial Results

SEATTLE, May 4, 2022 (GLOBE NEWSWIRE) – Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, today reported financial results for the quarter ended March 31, 2022.

“We started the year strong and completed a strategic reorganization of our company around two key business areas: MRD and Immune Medicine,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “I am encouraged by the solid momentum across both business areas as we optimize our resource allocation to capitalize on the multiple opportunities ahead.”

Recent Highlights

• Revenue of $38.6 million for the first quarter 2022, representing a 0.5% increase from the first quarter 2021.

• clonoSEQ test volume in the first quarter 2022 grew 45% versus the first quarter of prior year and 12% over the fourth quarter of 2021. 

• Signed expanded MRD pan-portfolio agreement with major partner in MM and CLL for the use of MRD status as a clinical endpoint.   

• Recognized $3.0 million in MRD regulatory milestone revenue resulting from a biopharmaceutical partner who used data from our MRD assay to support its drug approval. 

• Completed analysis from immuneSense Lyme blinded data from 990 participants, confirming T-Detect Lyme is nearly twice as sensitive as the current standard of care (54% T-Detect Lyme vs 30% STTT sensitivity, both at 99% specificity). T-Detect Lyme offering to be made available during 2022 Lyme season. 

• Entered a new T-MAP collaboration with the Janssen Pharmaceutical Companies of Johnson & Johnson to map T cell responses to RSV to support Janssen’s RSV vaccine program. 

• Announced the appointment of Tycho Peterson as chief financial officer, who brings several decades of financial leadership and experience within the life science and diagnostic industries. 

First Quarter 2022 Financial Results

Revenue was $38.6 million for the quarter ended March 31, 2022, representing a 0.5% increase from the first quarter in the prior year. Immune Medicine revenue was $20.8 million for the quarter, representing a 4% increase from the first quarter in the prior year. MRD revenue was $17.8 million for the quarter, representing a 3% decrease from the first quarter in the prior year.

Operating expenses were $101.7 million for the first quarter of 2022, compared to $79.7 million in the first quarter of the prior year, representing an increase of 28%.

Net loss was $62.8 million for the first quarter of 2022, compared to $40.6 million for the same period in 2021.

Cash, cash equivalents and marketable securitieswas $500.7 million as of March 31, 2022.

2022 Financial Guidance

Adaptive Biotechnologies reiterates full year 2022 revenue to be in the range of $185 million to $195 million.

Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its first quarter 2022 financial results after market close on Wednesday, May 4, 2022 at 4:30 PM Eastern Time. The conference call can be accessed at http://investors.adaptivebiotech.com. The webcast will be archived and available for replay at least 90 days after the event.

About Adaptive Biotechnologies

Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed to develop products in life sciences research, clinical diagnostics and drug discovery. We have three commercial products and a robust clinical pipeline to diagnose, monitor and enable the treatment of diseases such as cancer, autoimmune disorders, and infectious diseases. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.

Forward-Looking Statements

This press release contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations.  

In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

ADAPTIVE MEDIALaura Cooper205-908-5603media@adaptivebiotech.com

ADAPTIVE INVESTORSKarina Calzadilla, Vice President, Investor Relations

201-396-1687
Carrie Mendivil, Gilmartin Group
investors@adaptivebiotech.com

Adaptive Biotechnologies

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended March 31,
	2022			2021
Revenue	$	38,620		$	38,442
Operating expenses
Cost of revenue		13,192			9,991
Research and development		37,839			33,772
Sales and marketing		26,093			20,604
General and administrative		24,144			14,936
Amortization of intangible assets		419			419
Total operating expenses		101,687			79,722
Loss from operations		(63,067	)		(41,280	)
Interest and other income, net		271			638
Net loss		(62,796	)		(40,642	)
Add: Net loss attributable to noncontrolling interest		60			—
Net loss attributable to Adaptive Biotechnologies Corporation	$	(62,736	)	$	(40,642	)
Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted	$	(0.44	)	$	(0.29	)
Weighted-average shares used in computing net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted		141,697,252			138,967,754

Adaptive Biotechnologies

Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	114,805		$	139,065
Short-term marketable securities (amortized cost of $250,448 and $214,115, respectively)		248,757			213,996
Accounts receivable, net		22,518			17,409
Inventory		21,002			19,263
Prepaid expenses and other current assets		12,038			13,015
Total current assets		419,120			402,748
Long-term assets
Property and equipment, net		85,994			85,262
Operating lease right-of-use assets		85,634			87,678
Long-term marketable securities (amortized cost of $140,202 and $218,163, respectively)		137,110			217,145
Restricted cash		2,382			2,138
Intangible assets, net		8,107			8,526
Goodwill		118,972			118,972
Other assets		874			875
Total assets	$	858,193		$	923,344
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	5,959		$	3,307
Accrued liabilities		10,407			9,343
Accrued compensation and benefits		6,651			15,642
Current portion of operating lease liabilities		8,545			5,055
Current portion of deferred revenue		83,504			80,460
Total current liabilities		115,066			113,807
Long-term liabilities
Operating lease liabilities, less current portion		104,978			106,685
Deferred revenue, less current portion		84,894			98,750
Total liabilities		304,938			319,242
Commitments and contingencies
Shareholders’ equity
Preferred stock: $0.0001 par value, 10,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and December 31, 2021		—			—
Common stock: $0.0001 par value, 340,000,000 shares authorized at March 31, 2022 and December 31, 2021; 142,183,258 and 141,393,865 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		14			14
Additional paid-in capital		1,339,601			1,324,006
Accumulated other comprehensive loss		(4,783	)		(1,137	)
Accumulated deficit		(781,627	)		(718,891	)
Total Adaptive Biotechnologies Corporation shareholders’ equity		553,205			603,992
Noncontrolling interest		50			110
Total shareholders’ equity		553,255			604,102
Total liabilities and shareholders’ equity	$	858,193		$	923,344

Revenue Reclassification and clonoSEQ Test Volume

We previously disclosed revenue bifurcated into sequencing and development financial statement captions and now present total revenue on our unaudited condensed consolidated statements of operations.

The following table presents the amount of sequencing revenue and development revenue recognized under our Immune Medicine and MRD market opportunities for the periods presented (in thousands, unaudited):

	Three Months Ended
	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Immune Medicine revenue
Sequencing revenue	$	6,860	$	8,170	$	5,404	$	4,048
Development revenue		14,514		15,445		17,635		16,057
Total Immune Medicine revenue		21,374		23,615		23,039		20,105
MRD revenue
Sequencing revenue		16,201		13,936		13,151		11,126
Development revenue		355		1,916		2,315		7,211
Total MRD revenue		16,556		15,852		15,466		18,337
Total revenue	$	37,930	$	39,467	$	38,505	$	38,442

	Three Months Ended
	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Immune Medicine revenue
Sequencing revenue	$	3,310	$	3,691	$	2,036	$	3,170
Development revenue		17,155		12,438		12,856		11,077
Total Immune Medicine revenue		20,465		16,129		14,892		14,247
MRD revenue
Sequencing revenue		9,399		7,585		5,949		6,299
Development revenue		321		2,585		147		364
Total MRD revenue		9,720		10,170		6,096		6,663
Total revenue	$	30,185	$	26,299	$	20,988	$	20,910

We also previously disclosed the number of clonoSEQ reports provided to ordering physicians in the United States, referred to as “clinical sequencing volume” or “clinical sequencing volume, excluding T-Detect COVID volume” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of certain of our SEC filings. We now present the number of clonoSEQ reports and results we have provided to ordering physicians in the United States and international technology transfer sites, collectively referred to as “clonoSEQ test volume.” Our clonoSEQ test volume does not include sample results from our biopharmaceutical customers or academic institutions utilizing our MRD services.

The following table presents our clonoSEQ test volume for the periods presented:

	Three Months Ended
	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021
Clinical sequencing volume, excluding T-Detect COVID volume		6,356		5,928		5,475		4,757
clonoSEQ reports or results provided to international technology transfer sites		494		413		422		543
clonoSEQ test volume		6,850		6,341		5,897		5,300

	Three Months Ended
	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Clinical sequencing volume		4,509		4,023		3,136		3,518
clonoSEQ reports or results provided to international technology transfer sites		704		375		310		238
clonoSEQ test volume		5,213		4,398		3,446		3,756

XML

Document and Entity Information	May 04, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2022
Entity Registrant Name	ADAPTIVE BIOTECHNOLOGIES CORPORATION
Entity Central Index Key	0001478320
Entity Incorporation, State or Country Code	WA
Entity File Number	001-38957
Entity Tax Identification Number	27-0907024
Entity Address, Address Line One	1165 Eastlake Avenue East
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98109
City Area Code	206
Local Phone Number	659-0067
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	ADPT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false