ADC Therapeutics SA filed a Form S-4 registration statement with the SEC on November 3, 2026, seeking shareholder approval to change its jurisdiction of incorporation from Switzerland to the State of Delaware under the name ADC Therapeutics, Inc.

Key Highlights

  • Redomiciliation proposed: The company's board of directors unanimously approved a proposal to move the corporate seat from Epalinges, Canton of Vaud, Switzerland, to Delaware, United States.
  • Share conversion terms: Each issued common share with a par value of CHF 0.08 per share of ADC Therapeutics SA would automatically become one share of common stock with a par value of $0.10 per share of ADC Therapeutics, Inc.
  • No new legal entity: According to the filing, the transaction would occur "without any discontinuation of legal existence, without liquidation or dissolution and without creating a new legal entity."
  • NYSE listing expected to continue: The filing states that common stock following the transaction is expected to remain listed on the NYSE under the symbol "ADCT."
  • Shareholder vote required: An extraordinary general meeting is scheduled for 2027, at which shareholders will vote on the redomiciliation and related proposals.
  • Discharge proposal included: Shareholders will also be asked to discharge members of the board of directors and executive committee from liability for the period from January 1, 2026 to the date of the meeting.
  • Filer classification: The registrant identified itself as a non-accelerated filer and a smaller reporting company in the filing.

ADC Therapeutics Seeks Shareholder Approval to Move Corporate Home to Delaware

ADC Therapeutics SA (NYSE:ADCT), a Switzerland-incorporated biopharmaceutical company, filed a Form S-4 registration statement on November 3, 2026, to register securities in connection with a proposed redomiciliation from Switzerland to the State of Delaware. The filing includes a proxy statement and prospectus to be distributed to shareholders ahead of an extraordinary general meeting planned for 2027. The legal authority cited for the transaction is Article 163 of the Swiss Federal Private International Law Act and Section 388 of the Delaware General Corporation Law.

According to the filing, the board of directors believes the Redomiciliation Transaction would provide benefits including "reducing corporate regulatory obligations and cost savings," "increasing alignment with our U.S. operations," "benefiting from the prominence, predictability and flexibility of Delaware corporate law," and "eliminating our possibility of being a passive foreign investment company," among other stated rationales. The filing specifies that upon effectiveness of the transaction, the surviving entity would operate under the name ADC Therapeutics, Inc., with principal executive offices at 430 Mountain Avenue, 4th Floor, New Providence, New Jersey 07974.

The filing makes clear that shareholders' ownership counts would not change as a result of the transaction: "the number of shares of common stock that you will own in ADC Therapeutics, Inc. will be the same as the number of common shares you held in ADC Therapeutics SA immediately prior to the Redomiciliation Transaction." However, shareholder rights would differ under Delaware corporate law and the proposed certificate of incorporation and bylaws compared to Swiss corporate law and the current articles of association. The company noted the registration statement may be amended before it becomes effective.

What Was Disclosed

ADC Therapeutics SA filed a Form S-4 on November 3, 2026, to register shares in connection with a proposed move of its corporate domicile from Switzerland to Delaware, subject to shareholder approval at an extraordinary general meeting to be held in 2027.