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): August 3, 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 August 3, 2022, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter ended June 30, 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 August 3, 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: August 3, 2022	By:	/s/ Tycho Peterson
		Tycho Peterson
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Adaptive Biotechnologies Reports Second Quarter 2022 Financial Results

SEATTLE, August 3, 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 June 30, 2022.

“We are pleased to deliver another strong quarter across both the MRD and Immune Medicine businesses,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “I am encouraged by the MRD business momentum as more clinical data and reimbursement decisions continue to drive clonoSEQ adoption. In parallel, data emerging from our immune medicine platform has led to growing interest from pharma partners that will drive revenue and may accelerate diagnostic use cases and potential drug discovery opportunities.”

Recent Highlights

• Revenue of $43.7 million for the second quarter 2022, representing a 13% increase from the second quarter 2021.

• clonoSEQ test volume in the second quarter 2022 grew 53% versus the second quarter of prior year and 17% over the first quarter of 2022.

• Received expanded Medicare coverage of clonoSEQ for assessment of MRD in patients with Diffuse Large B-Cell Lymphoma (DLBCL).

• Signed a new pan-portfolio agreement with major partner for the use of clonoSEQ to measure MRD as a clinical endpoint.

• Sharpened focus on Immune Medicine commercialization strategy to prioritize pharma partnering and drug discovery opportunities.

Second Quarter 2022 Financial Results

Revenue was $43.7 million for the quarter ended June 30, 2022, representing a 13% increase from the second quarter in the prior year. Immune Medicine revenue was $22.4 million for the quarter, representing a 3% decrease from the second quarter in the prior year. MRD revenue was $21.3 million for the quarter, representing a 38% increase from the second quarter in the prior year.

Operating expenses were $96.2 million for the second quarter of 2022, compared to $88.3 million in the second quarter of the prior year, representing an increase of 9%.

Net loss was $52.1 million for the second quarter of 2022, compared to $49.3 million for the same period in 2021.

Cash, cash equivalents and marketable securities was $450.7 million as of June 30, 2022.

2022 Financial Guidance

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

We now expect full year 2022 operating expenses to be between $410 million and $415 million compared to the previous expectation of $425 million to $435 million.

Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its second quarter 2022 financial results after market close on Wednesday, August 3, 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 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	43,660		$	38,505		$	82,280		$	76,947
Operating expenses
Cost of revenue		13,221			10,765			26,413			20,756
Research and development		37,037			37,800			74,876			71,572
Sales and marketing		24,281			23,216			50,374			43,820
General and administrative		21,200			16,066			45,344			31,002
Amortization of intangible assets		423			423			842			842
Total operating expenses		96,162			88,270			197,849			167,992
Loss from operations		(52,502	)		(49,765	)		(115,569	)		(91,045	)
Interest and other income, net		418			464			689			1,102
Net loss		(52,084	)		(49,301	)		(114,880	)		(89,943	)
Add: Net loss attributable to noncontrolling interest		38			—			98			—
Net loss attributable to Adaptive Biotechnologies Corporation	$	(52,046	)	$	(49,301	)	$	(114,782	)	$	(89,943	)
Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted	$	(0.37	)	$	(0.35	)	$	(0.81	)	$	(0.64	)
Weighted-average shares used in computing net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted		142,363,589			140,359,317			142,032,261			139,667,380

Adaptive Biotechnologies

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

	June 30, 2022			December 31, 2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	76,412		$	139,065
Short-term marketable securities (amortized cost of $310,999 and $214,115, respectively)		307,326			213,996
Accounts receivable, net		23,712			17,409
Inventory		18,778			19,263
Prepaid expenses and other current assets		12,347			13,015
Total current assets		438,575			402,748
Long-term assets
Property and equipment, net		86,852			85,262
Operating lease right-of-use assets		84,398			87,678
Long-term marketable securities (amortized cost of $69,055 and $218,163, respectively)		66,928			217,145
Restricted cash		2,446			2,138
Intangible assets, net		7,684			8,526
Goodwill		118,972			118,972
Other assets		778			875
Total assets	$	806,633		$	923,344
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	2,720		$	3,307
Accrued liabilities		9,447			9,343
Accrued compensation and benefits		9,772			15,642
Current portion of operating lease liabilities		8,615			5,055
Current portion of deferred revenue		80,914			80,460
Total current liabilities		111,468			113,807
Long-term liabilities
Operating lease liabilities, less current portion		102,727			106,685
Deferred revenue, less current portion		74,122			98,750
Total liabilities		288,317			319,242
Commitments and contingencies
Shareholders’ equity
Preferred stock: $0.0001 par value, 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; no shares issued and outstanding at June 30, 2022 and December 31, 2021		—			—
Common stock: $0.0001 par value, 340,000,000 shares authorized at June 30, 2022 and December 31, 2021; 142,784,868 and 141,393,865 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		14			14
Additional paid-in capital		1,357,763			1,324,006
Accumulated other comprehensive loss		(5,800	)		(1,137	)
Accumulated deficit		(833,673	)		(718,891	)
Total Adaptive Biotechnologies Corporation shareholders’ equity		518,304			603,992
Noncontrolling interest		12			110
Total shareholders’ equity		518,316			604,102
Total liabilities and shareholders’ equity	$	806,633		$	923,344

XML

Document and Entity Information	Aug. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 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