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Investing in our common stock involves a high degree of risk. We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, Item 1A under the caption “Risk Factors” in our Annual Report filed with the SEC on February 26, 2026. The risk factors may be important to understanding other statements in this report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in this report. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, operations, product pipeline, operating results, financial condition or liquidity, and consequently, the value of our securities. Further, additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results and prospects. Other than the risk factors set forth below, there have been no material changes to the risk factors described in our Annual Report filed with the SEC on February 26, 2026.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Notes.
In June 2026, we completed our offering of an aggregate principal amount of $345.0 million of Notes. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
•increasing our vulnerability to adverse economic and industry conditions;
•limiting our ability to obtain additional financing;
•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
•limiting our flexibility to plan for, or react to, changes in our business;
•diluting the interests of our existing shareholders as a result of issuing shares of our common stock upon conversion of the notes; and
•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the Notes, and our cash needs may increase in the future. Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future, which is, to some extent, subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.
We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and any agreements governing other indebtedness may restrict our ability to repurchase the Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt.
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Adaptive Biotechnologies Corporation
Transactions relating to our Notes may affect the value of our common stock or have other adverse effects.
Certain transactions relating to the Notes could adversely affect the value of your investment. For example, the conversion of some or all of the Notes, when convertible, would dilute the ownership interests of existing shareholders to the extent we satisfy our conversion obligation by delivering common stock upon such conversion. In addition, we will have the right to redeem the Notes, in whole or in part, in certain circumstances on or after July 1, 2029, which if exercised would reduce our cash available for other purposes. Moreover, in the event of a fundamental change (as defined in the Indenture), noteholders will have the right to require us to repurchase their Notes for cash as provided in the indenture and, if a takeover constitutes a make-whole fundamental change, we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock may view as favorable. In addition, the option counterparties in the capped call transactions we entered into in connection with the Notes offering may modify their hedge positions, which could also cause or avoid an increase or a decrease in the market price of our common stock. Accordingly, potential future transactions relating to the Notes could have an adverse effect on our business, our financial condition and the value of your investment.
We may not realize the anticipated benefits of separating our Immune Medicine business from our MRD business.
As our Immune Medicine business enters its next phase of growth, we believe the long-term potential of its differentiated assets may be best realized outside of the diagnostic commercial model of our MRD business. Accordingly, we have announced that we plan to separate our Immune Medicine business from our MRD business. However, we may not achieve the anticipated operational, financial, strategic and other benefits of the separation. If strategic and structural alternatives for Immune Medicine do not emerge, we may not succeed in separating it from our MRD business, and any alternatives that do become available to us may have commercially challenging terms. Even if we do separate our Immune Medicine business, it may be unable to access the required capital, personnel, technology, or other resources necessary for the business to separately pursue its growth opportunities. Whether or not the separation is successful, pursuing the separation may distract our management, require time and resources, or adversely impact our operations, employee retention and morale, customer and partner retention, and other important relationships. As a result, we may not realize the anticipated benefits of separating our Immune Medicine business from our MRD business.