ADPT Adaptive Biotechnologies Corporation

 

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): February 11, 2025

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. ☐

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Item 2.02	Results of Operations and Financial Condition.

On February 11, 2025, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter and fiscal year ended December 31, 2024. 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 February 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: February 11, 2025		By:	/s/ Kyle Piskel
			Kyle Piskel
			Chief Financial Officer

 

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EXHIBIT 99.1

Adaptive Biotechnologies Reports Fourth Quarter and Full Year 2024 Financial Results

 

 

SEATTLE, Feb. 11, 2025 (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 fourth quarter and full year ended December 31, 2024.

 

“2024 was a year of strong execution, marked by key catalysts achieved in our MRD business and advancements in our Immune Medicine programs. Our MRD revenue grew by 42%, with a 35% increase in clonoSEQ test volume, and we nominated a lead autoimmune indication within our Immune Medicine business,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “With strong momentum heading into 2025, we are focused on achieving profitability in MRD, advancing our therapeutics pipeline in Immune Medicine, and maintaining a durable cash position to support sustainable, long-term growth.”

Recent Highlights

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Fourth Quarter 2024 Financial Results

Revenue was $47.5 million for the quarter ended December 31, 2024, representing a 4% increase from the fourth quarter in the prior year. MRD revenue was $40.1 million for the quarter, representing a 31% increase from the fourth quarter in the prior year. Immune Medicine revenue was $7.3 million for the quarter, representing a 51% decrease from the fourth quarter in the prior year.

Operating expenses for the fourth quarter of 2024 were $81.3 million, compared to $116.9 million in the fourth quarter of the prior year, which included a $25.4 million lease impairment charge, representing a decrease of 30%. Excluding the impact of the lease impairment charge, operating expenses for the fourth quarter of 2024 decreased 11% compared to the fourth quarter of the prior year.

Interest and other income, net was $3.1 million for the fourth quarter of 2024, compared to $4.6 million in the fourth quarter of the prior year. Interest expense from our revenue interest purchase agreement was $3.0 million in both the fourth quarter of 2024 and the fourth quarter of the prior year.

Net loss was $33.7 million for the fourth quarter of 2024, compared to $69.5 million for the same period in 2023.

Adjusted EBITDA (non-GAAP) was a loss of $16.4 million for the fourth quarter of 2024, compared to a loss of $24.7 million for the fourth quarter of the prior year.

Full Year 2024 Financial Results

Revenue was $179.0 million for the year ended December 31, 2024, representing a 5% increase from the prior year. MRD revenue was $145.5 million in 2024, representing a 42% increase from the prior year. Immune Medicine revenue was $33.4 million in 2024, representing a 51% decrease from 2023.

Operating expenses for 2024, which included restructuring and long-lived asset impairment charges of $9.2 million, were $341.5 million, compared to $397.3 million for 2023, which included a $25.4 million lease impairment charge, representing a decrease of 14%. Excluding the impact of restructuring and impairment charges, operating expenses for 2024 decreased 11% compared to the prior year.

Interest and other income, net was $14.5 million in 2024, compared to $15.5 million in 2023. Interest expense from our revenue interest purchase agreement was $11.6 million in 2024, compared to $13.8 million in 2023.

Net loss was $159.6 million in 2024, compared to $225.3 million in 2023.

Adjusted EBITDA (non-GAAP) was a loss of $80.4 million for 2024, compared to a loss of $116.4 million in the prior year.

Cash, cash equivalents and marketable securities was $256.0 million as of December 31, 2024.

2025 Financial Guidance

Adaptive Biotechnologies expects full year revenue for the MRD business to be between $175 million and $185 million. No revenue guidance is provided for the Immune Medicine business.

We expect full year total company operating expenses, including cost of revenue, to be between $340 million and $350 million.

We expect full year total company cash burn to be between $60 million and $70 million.

Management will provide further details on the outlook during the conference call.

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Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its fourth quarter and full year 2024 financial results after market close on Tuesday, February 11, 2025 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. We apply our platform to partner with biopharmaceutical companies, inform drug development, and develop clinical diagnostics across our two business segments: Minimal Residual Disease (MRD) and Immune Medicine. Our commercial products and clinical pipeline enable the diagnosis, monitoring, and treatment of diseases such as cancer and autoimmune disorders. 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.

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Use of Non-GAAP Financial Measure

To supplement our unaudited consolidated statements of operations and unaudited consolidated balance sheets, which are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), this press release also includes references to Adjusted EBITDA, which is a non-GAAP financial measure that we define as net loss attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense and share-based compensation expense. We define our segment Adjusted EBITDA in the same way to the extent the net loss attributable to Adaptive Biotechnologies Corporation and adjustments are allocable to each segment. We have provided reconciliations of net loss attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA at the end of this press release.

Management uses Adjusted EBITDA, including segment Adjusted EBITDA, to evaluate the financial performance of our business and segments and to evaluate the effectiveness of our strategies. We present these figures because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and it facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

Adjusted EBITDA, including segment Adjusted EBITDA, has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments we make. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA, including segment Adjusted EBITDA, does not reflect:

 

In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

ADAPTIVE INVESTORS
Karina Calzadilla, Vice President, Investor Relations

201-396-1687
investors@adaptivebiotech.com 

 

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ADAPTIVE MEDIA
Erica Jones, Associate Corporate Communications Director

206-279-2423
media@adaptivebiotech.com 

 

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Adaptive Biotechnologies

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

 

		Three Months Ended December 31,								Year Ended December 31,
		2024				2023				2024				2023
Revenue		$	47,459			$	45,784			$	178,957			$	170,276
Operating expenses
Cost of revenue			18,045				19,616				72,080				75,553
Research and development			23,192				28,746				102,953				122,117
Sales and marketing			21,575				21,906				84,759				88,579
General and administrative			18,056				20,726				72,806				83,934
Amortization of intangible assets			428				429				1,703				1,699
Impairment of long-lived assets			—				25,429				7,205				25,429
Total operating expenses			81,296				116,852				341,506				397,311
Loss from operations			(33,837	)			(71,068	)			(162,549	)			(227,035	)
Interest and other income, net			3,072				4,613				14,534				15,531
Interest expense			(2,952	)			(3,012	)			(11,580	)			(13,800	)
Net loss			(33,717	)			(69,467	)			(159,595	)			(225,304	)
Add: Net loss attributable to noncontrolling interest			25				26				103				54
Net loss attributable to Adaptive Biotechnologies Corporation		$	(33,692	)		$	(69,441	)		$	(159,492	)		$	(225,250	)
Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted		$	(0.23	)		$	(0.48	)		$	(1.08	)		$	(1.56	)
Weighted-average shares used in computing net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted			147,677,685				144,900,669				147,101,648				144,383,294

 

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Adaptive Biotechnologies

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

(unaudited)

 

		December 31,
		2024				2023
Assets
Current assets
Cash and cash equivalents		$	47,920			$	65,064
Short-term marketable securities (amortized cost of $174,186 and $281,122, respectively)			174,374				281,337
Accounts receivable, net			41,731				37,969
Inventory			8,440				14,448
Prepaid expenses and other current assets			11,287				11,370
Total current assets			283,752				410,188
Long-term assets
Property and equipment, net			48,616				68,227
Operating lease right-of-use assets			45,767				52,096
Long-term marketable securities (amortized cost of $33,682)			33,660				—
Restricted cash			2,897				2,932
Intangible assets, net			3,425				5,128
Goodwill			118,972				118,972
Other assets			2,287				3,591
Total assets		$	539,376			$	661,134
Liabilities and shareholders’ equity
Current liabilities
Accounts payable		$	7,265			$	7,719
Accrued liabilities			8,157				8,597
Accrued compensation and benefits			15,838				13,685
Current portion of operating lease liabilities			10,239				9,384
Current portion of deferred revenue			55,689				48,630
Current portion of revenue interest liability, net			865				—
Total current liabilities			98,053				88,015
Long-term liabilities
Operating lease liabilities, less current portion			79,148				89,388
Deferred revenue, less current portion			27,256				44,793
Revenue interest liability, net, less current portion			132,414				130,660
Other long-term liabilities			20				—
Total liabilities			336,891				352,856
Commitments and contingencies
Shareholders’ equity
Preferred stock: $0.0001 par value, 10,000,000 shares authorized at December 31, 2024 and 2023; no shares issued and outstanding at December 31, 2024 and 2023			—				—
Common stock: $0.0001 par value, 340,000,000 shares authorized at December 31, 2024 and 2023; 147,773,744 and 145,082,271 shares issued and outstanding at December 31, 2024 and 2023, respectively			14				14
Additional paid-in capital			1,506,353				1,452,502
Accumulated other comprehensive gain			166				215
Accumulated deficit			(1,303,824	)			(1,144,332	)
Total Adaptive Biotechnologies Corporation shareholders’ equity			202,709				308,399
Noncontrolling interest			(224	)			(121	)
Total shareholders’ equity			202,485				308,278
Total liabilities and shareholders’ equity		$	539,376			$	661,134

 

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Adjusted EBITDA

The following is a reconciliation of net loss attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the periods presented (in thousands, unaudited):

		Three Months Ended December 31,								Year Ended December 31,
		2024				2023				2024				2023
Net loss attributable to Adaptive Biotechnologies Corporation		$	(33,692	)		$	(69,441	)		$	(159,492	)		$	(225,250	)
Interest and other income, net			(3,072	)			(4,613	)			(14,534	)			(15,531	)
Interest expense			2,952				3,012				11,580				13,800
Depreciation and amortization expense			4,448				5,392				19,256				22,231
Impairment of long-lived assets			—				25,429				7,205				25,429
Restructuring expense			87				—				2,004				—
Share-based compensation expense			12,832				15,556				53,610				62,908
Adjusted EBITDA		$	(16,445	)		$	(24,665	)		$	(80,371	)		$	(116,413	)

 

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Segment Information (Including Segment Adjusted EBITDA)

The following tables set forth segment information for the periods presented (in thousands, unaudited):

 

		Three Months Ended December 31, 2024
		MRD				Immune Medicine				Unallocated Corporate				Total
Revenue		$	40,149			$	7,310			$	—			$	47,459
Operating expenses			54,979				20,389				5,928				81,296
Adjusted EBITDA			(6,555	)			(6,833	)			(3,057	)			(16,445	)
Reconciliation of Net Loss to Adjusted EBITDA:
Net loss		$	(14,830	)		$	(13,079	)		$	(5,808	)		$	(33,717	)
Net loss attributable to noncontrolling interest			—				—				25				25
Net loss attributable to Adaptive Biotechnologies Corporation			(14,830	)			(13,079	)			(5,783	)			(33,692	)
Interest and other income, net			—				—				(3,072	)			(3,072	)
Interest expense			—				—				2,952				2,952
Depreciation and amortization expense			2,340				1,673				435				4,448
Restructuring expense			77				10				—				87
Share-based compensation expense			5,858				4,563				2,411				12,832
Adjusted EBITDA		$	(6,555	)		$	(6,833	)		$	(3,057	)		$	(16,445	)

 

		Three Months Ended December 31, 2023
		MRD				Immune Medicine				Unallocated Corporate				Total
Revenue		$	30,762			$	15,022			$	—			$	45,784
Operating expenses			58,183				26,280				32,389				116,852
Adjusted EBITDA			(17,763	)			(2,979	)			(3,923	)			(24,665	)
Reconciliation of Net Loss to Adjusted EBITDA:
Net loss		$	(27,421	)		$	(11,258	)		$	(30,788	)		$	(69,467	)
Net loss attributable to noncontrolling interest			—				—				26				26
Net loss attributable to Adaptive Biotechnologies Corporation			(27,421	)			(11,258	)			(30,762	)			(69,441	)
Interest and other income, net			—				—				(4,613	)			(4,613	)
Interest expense			—				—				3,012				3,012
Depreciation and amortization expense			2,413				2,529				450				5,392
Impairment of right-of-use and related long-lived assets			—				—				25,429				25,429
Share-based compensation expense			7,245				5,750				2,561				15,556
Adjusted EBITDA		$	(17,763	)		$	(2,979	)		$	(3,923	)		$	(24,665	)

 

		Year Ended December 31, 2024
		MRD				Immune Medicine				Unallocated Corporate				Total
Revenue		$	145,529			$	33,428			$	—			$	178,957
Operating expenses			225,764				91,052				24,690				341,506
Adjusted EBITDA			(41,223	)			(26,005	)			(13,143	)			(80,371	)
Reconciliation of Net Loss to Adjusted EBITDA:
Net loss		$	(80,235	)		$	(57,624	)		$	(21,736	)		$	(159,595	)
Net loss attributable to noncontrolling interest			—				—				103				103
Net loss attributable to Adaptive Biotechnologies Corporation			(80,235	)			(57,624	)			(21,633	)			(159,492	)
Interest and other income, net			—				—				(14,534	)			(14,534	)
Interest expense			—				—				11,580				11,580
Depreciation and amortization expense			10,073				7,450				1,733				19,256
Impairment of long-lived assets			2,819				4,386				—				7,205
Restructuring expense			1,272				732				—				2,004
Share-based compensation expense			24,848				19,051				9,711				53,610
Adjusted EBITDA		$	(41,223	)		$	(26,005	)		$	(13,143	)		$	(80,371	)

 

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		Year Ended December 31, 2023
		MRD				Immune Medicine				Unallocated Corporate				Total
Revenue		$	102,739			$	67,537			$	—			$	170,276
Operating expenses			229,129				115,031				53,151				397,311
Adjusted EBITDA			(88,844	)			(14,128	)			(13,441	)			(116,413	)
Reconciliation of Net Loss to Adjusted EBITDA:
Net loss		$	(126,390	)		$	(47,494	)		$	(51,420	)		$	(225,304	)
Net loss attributable to noncontrolling interest			—				—				54				54
Net loss attributable to Adaptive Biotechnologies Corporation			(126,390	)			(47,494	)			(51,366	)			(225,250	)
Interest and other income, net			—				—				(15,531	)			(15,531	)
Interest expense			—				—				13,800				13,800
Depreciation and amortization expense			9,225				10,436				2,570				22,231
Impairment of right-of-use and related long-lived assets			—				—				25,429				25,429
Share-based compensation expense			28,321				22,930				11,657				62,908
Adjusted EBITDA		$	(88,844	)		$	(14,128	)		$	(13,441	)		$	(116,413	)

 

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v3.25.0.1

Document and Entity Information	Feb. 11, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2025
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
Entity Information, Former Legal or Registered Name	Not Applicable
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

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