SecProbe.io

CORRESP
 1
 filename1.htm

 July 7, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 ADC Therapeutics SA
Registration Statement on Form S-3
Registration No. 333-288437

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-288437) (the "Registration
Statement") of ADC Therapeutics SA. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m.,
Eastern time, on July 9, 2025, or as soon as practicable thereafter.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

 Thank you for your assistance in this matter.

 Sincerely,

 ADC Therapeutics SA

 By:
 /s/ Peter J. Graham

 Name:	Peter J. Graham

 Title:	Chief Legal Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Ameet Mallik
Chief Executive Officer
ADC Therapeutics SA
Biop le
Route de la Corniche 3B
1066 Epalinges
Switzerland

 Re: ADC Therapeutics SA
 Registration Statement on Form S-3
 Filed June 30, 2025
 File No. 333-288437
Dear Ameet Mallik:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Yasin Keshvargar
</TEXT>
</DOCUMENT>

CORRESP
1
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    August 9, 2024

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADC Therapeutics SA

Registration Statement on Form S-3

Registration No. 333-281288

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-281288) (the “Registration
Statement”) of ADC Therapeutics SA. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m.,
Eastern time, on August 13, 2024, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

Thank you for your assistance in this matter.

Sincerely,

    ADC Therapeutics SA

    By:
    /s/ Peter J. Graham

    Name:	Peter J. Graham

    Title:	Chief Legal Officer

August 9, 2024
Ameet Mallik
Chief Executive Officer
ADC Therapeutics SA
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
Re:ADC Therapeutics SA
Registration Statement on Form S-3
Filed August 6, 2024
File No. 333-281288
Dear Ameet Mallik:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Li

United States securities and exchange commission logo
March 21, 2023
Peter Graham, Esq.
General Counsel
ADC Therapeutics SA
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
Re:ADC Therapeutics SA
Registration Statement on Form F-3
Filed March 15, 2023
File No. 333-270570
Dear Peter Graham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar, Esq.

CORRESP
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    March 21, 2023

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    ADC Therapeutics SA

Registration Statement on Form F-3

Registration No. 333-270570

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-270570) (the “Registration
Statement”) of ADC Therapeutics SA. We respectfully request that the Registration Statement be declared effective as of 4:30 p.m.,
Eastern time, on March 24, 2023, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

Thank you for your assistance in this matter.

Sincerely,

    ADC Therapeutics SA

    By:
    /s/ Peter J. Graham

    Name:
    Peter J. Graham

    Title:
    Chief Legal Officer

CORRESP
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    +1
                           212 450 4000

    davispolk.com

    Davis
                           Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    March 16, 2023

    Re:
    ADC Therapeutics SA

Schedule TO-I filed March 6, 2023

File No. 005-91517

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Christina Chalk

Blake Grady

Dear Ms. Chalk and Mr. Grady:

On behalf of our client, ADC Therapeutics SA (the “Company”),
this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) relating to the Company’s Tender Offer Statement on Schedule TO (File No.
005-91517) filed on March 6, 2023 (the “Schedule TO”) contained in the Staff’s letter dated March 14, 2023. In response
to the Staff’s comments, the Company has revised the Schedule TO and is filing Amendment No. 1 to the Schedule TO (“Amendment
No. 1”) together with this letter. For the convenience of the Staff, the Staff’s comments are restated in italics prior to
the Company’s responses.

Schedule TO-I filed March 6, 2023

Item 7. Source and Amount of Funds or Other Consideration, page 3

 1. The cross reference in Item 7(b) to Section 6 of the Exchange Offer appears to be inappropriate, as Section 6 sets forth the conditions
to the consummation of the Exchange Offer rather than any material conditions to any financing of consideration to be provided in the
Exchange Offer. See Item 1007(b) of Regulation M-A. Please revise.

Response: The Company has revised
the response to Item 7(b) of the Schedule TO in Amendment No. 1.

Exhibit (a)(1)(A) – Offer to Exchange Eligible Options for
New Options

Conditions of the Exchange Offer, page 20

 2. Refer to the condition listed in
                                            the first bullet point in this section. Subpart (iii) of this condition allows you to terminate
                                            the offer if there occurs any change that “could materially affect our business, condition
                                            (financial or other), assets, income, operations, prospects or share ownership.” As
                                            drafted, the condition is extremely broad, since it is not linked to any negative
                                            changes in these metrics. Please revise or advise. Refer also to the third from the last
                                            bullet point on page 21.

Response: The Company has revised
the foregoing conditions to the exchange offer in the Offer to Exchange as follows (with the changes underlined):

 · … (iii) in our reasonable judgment, could materially and adversely affect our business, condition (financial or other),
assets, income, operations, prospects or share ownership;

      Division of Corporation Finance
 U.S. Securities and Exchange Commission

 · any change occurs in our business, financial condition, assets, income, operations, prospects or share ownership that, in our reasonable
judgment, is or could be materially adverse to ADC Therapeutics.

 3. Refer to the condition listed in the first bullet point at the top of page 21. Given recent events, revise to clarify what is meant
by "any suspension of payments with respect to banks in the United States." Specifically, explain whether this condition is
triggered by a suspension of payments by one or more than one (specify how many) banks in the United States. If this condition was triggered
by recent events, please so indicate and revise to explain how ADC Therapeutics intends to proceed.

Response: The Company has revised
the foregoing condition to the exchange offer in the Offer to Exchange as follows (with the changes underlined):

 · the declaration of a banking moratorium or any general suspension of commercial banking activities with respect to banks
in the United States, in each case, declared by U.S. federal or other relevant regulatory authorities;

The Company informs the Staff that the recent developments involving
Silicon Valley Bank and Signature Bank being placed into receivership under the Federal Deposit Insurance Corporation do not, individually
or in the aggregate, constitute a “general suspension of commercial banking activities with respect to banks in the United States
… declared by U.S. federal or other relevant regulatory authorities” as set forth in the above revised condition to the exchange
offer.

Information Concerning ADC Therapeutics; Financial Information, page
22

 4. Refer to Item 10 of Schedule TO. To the extent that you are incorporating by reference financial statements in other filings by ADC
Therapeutics, revise to expressly do so and to identify where the specific information may be found within the applicable filing(s). See
Instruction 3 to Item 10 of Schedule TO.

Response: The Company has revised
Section 8 (“Information Concerning ADC Therapeutics; Financial Information”) of the Offer to Exchange to expressly
incorporate by reference the financial statements and related management’s discussion and analysis of results of operations and
financial condition included the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.

 5. See our last comment above. Where a filing person elects to incorporate by reference the information required by Item 1010(a) of Regulation
M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders.
See Instruction 6 to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” available on the Commission’s website at http://www.sec.gov. Please revise to include
the information required by Item 1010(c) of Regulation M-A in the revised Offering Memorandum and disseminate the amended disclosure in
the same manner as the original offer materials.

Response: The Company has revised
Section 8 (“Information Concerning ADC Therapeutics; Financial Information”) of the Offer to Exchange to include summarized
financial information and undertakes to disseminate the amended disclosure in the same manner as the original offer materials.

 6. In your response letter, explain why you do not believe pro forma financial information is material in the context of this exchange
offer, or revise to provide such information in the amended disclosure document. See Item 1010(b) of Regulation M-A and Item 10 of Schedule
TO.

    March 16, 2023 2

      Division of Corporation Finance
 U.S. Securities and Exchange Commission

Response: The Company informs
the Staff that the grant of New Options in connection with the exchange offer is not expected to result in significant incremental compensation
expense and therefore will not have a material impact on the Company’s reported earnings or require reporting of pro forma financial
information. As disclosed in Section 10 (“Accounting Consequences of the Exchange Offer”)
of the Offer to Exchange, the Company cannot predict the exact amount of the charge (if any) that will result from the exchange offer
as the fair value of the New Options and any related incremental compensation expense will be determined on the New Option Grant Date.
However, the Company further informs the Staff that, given the Company’s current stock price and the terms of the Exchange Offer,
there is little to no anticipated excess fair value and the Company currently expects to recognize no (or an immaterial amount of) incremental
compensation expenses resulting from the exchange offer, as the vesting periods of any New Options will extend beyond the initial vesting
periods of the exchanged Eligible Options and the number of common shares subject to any New Options will be lower than the number of
common shares subject to the exchanged Eligible Options. Even if there are incremental compensation expenses resulting from the exchange
offer, the Company will recognize any such incremental compensation expense over the vesting periods of the New Options. Given the foregoing,
the Company respectfully advises the Staff that it does not believe that pro forma financial information would be material to the holders
when making a decision of whether to participate in the exchange offer.

 7. Refer to Instruction 8 to Item 10 of Schedule TO. To the extent that ADC Therapeutics’ financial statements are not prepared
in accordance with US GAAP, please provide the additional disclosure required by this Instruction.

Response: The Company informs
the Staff that, as disclosed in the Offer to Exchange, the Company’s consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Instruction 8 to Item 10 of Schedule TO requires the inclusion of a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F
if financial statements are prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP. General Instruction
G of Form 20-F states that the U.S. GAAP reconciliation required by Item 17 of Form 20-F shall not be required for periods presented in
accordance with IFRS as issued by the IASB. In the Commission’s final rule regarding Acceptance from Foreign Private Issuers of
Financial Statements Prepared in Accordance with International Financial Reporting Standards Without Reconciliation to U.S. GAAP (Release
Nos. 33-8879; 34-57026), the Commission stated that “the amendments [the Commission is] adopting to Form 20-F to implement [its]
acceptance of IFRS financial statements without reconciliation to U.S. GAAP are intended to apply to all Securities Act and Exchange Act
filings that reference the U.S. GAAP reconciliation requirement contained in Item 17 or Item 18 of Form 20-F. [The Commission] therefore
[did] not adopt any revision to Schedule TO.” The Company confirms to the Staff that, as stated in the Offer
to Exchange and the Company’s financial statements incorporated by reference into the Offer to Exchange, its consolidated financial
statements included in or incorporated by reference into the Offer to Exchange have been prepared in accordance with IFRS as issued by
the IASB, and therefore, it believes that U.S. GAAP reconciliation is not required.

* * *

Please do not hesitate to contact me at (212) 450-4839 or Deanna L.
Kirkpatrick at (212) 450-4135 if you have any questions regarding the foregoing or if we can provide any additional information.

Very truly yours,

/s/ Yasin Keshvargar

Yasin Keshvargar

 cc: Peter J. Graham, Chief Legal Officer, ADC Therapeutics SA

Lisa Kallebo, Chief Accounting Officer,
ADC Therapeutics SA

    March 16, 2023 3

United States securities and exchange commission logo
March 14, 2023
Deanna Kirkpatrick, Esq.
Partner
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Re:ADC Therapeutics SA
Schedule TO-I filed March 6, 2023
File No. 005-91517
Dear Deanna Kirkpatrick:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in your offering materials.
Schedule TO-I filed March 6, 2023
Item 7. Source and Amount of Funds or Other Consideration, page 3
1.The cross reference in Item 7(b) to Section 6 of the Exchange Offer appears to be
inappropriate, as Section 6 sets forth the conditions to the consummation of the Exchange
Offer rather than any material conditions to any financing of consideration to be provided
in the Exchange Offer.  See Item 1007(b) of Regulation M-A.  Please revise.
Exhibit (a)(1)(A) – Offer to Exchange Eligible Options for New Options
Conditions of the Exchange Offer, page 20
2.Refer to the condition listed in the first bullet point in this section. Subpart (iii) of this
condition allows you to terminate the offer if there occurs any change that "could
materially affect our business, condition (financial or other), assets, income, operations,
prospects or share ownership."  As drafted, the condition is extremely broad, since it is not
linked to any negative changes in these metrics.  Please revise or advise. Refer also to the

 FirstName LastNameDeanna Kirkpatrick, Esq.
 Comapany NameDavis Polk & Wardwell LLP
 March 14, 2023 Page 2
 FirstName LastNameDeanna Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
March 14, 2023
Page 2
third from the last bullet point on page 21.
3.Refer to the condition listed in the first bullet point at the top of page 21.  Given recent
events, revise to clarify what is meant by "any suspension of payments with respect to
banks in the United States."  Specifically, explain whether this condition is triggered by a
suspension of payments by one or more than one (specify how many) banks in the United
States.  If this condition was triggered by recent events, please so indicate and revise to
explain how ADC Therapeutics intends to proceed.
Information Concerning ADC Therapeutics; Financial Information, page 22
4.Refer to Item 10 of Schedule TO.  To the extent that you are incorporating by reference
financial statements in other filings by ADC Therapeutics, revise to expressly do so and to
identify where the specific information may be found within the applicable filing(s).  See
Instruction 3 to Item 10 of Schedule TO.
5.See our last comment above.  Where a filing person elects to incorporate by reference the
information required by Item 1010(a) of Regulation M-A, all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders.  See Instruction 6 to Item 10 of Schedule TO and telephone interpretation
I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone
Interpretations” available on the Commission’s website at http://www.sec.gov.  Please
revise to include the information required by Item 1010(c) of Regulation M-A in the
revised Offering Memorandum and disseminate the amended disclosure in the same
manner as the original offer materials.
6.In your response letter, explain why you do not believe pro forma financial information is
material in the context of this exchange offer, or revise to provide such information in the
amended disclosure document.  See Item 1010(b) of Regulation M-A and Item 10 of
Schedule TO.
7.Refer to Instruction 8 to Item 10 of Schedule TO.  To the extent that ADC Therapeutics'
financial statements are not prepared in accordance with US GAAP, please provide the
additional disclosure required by this Instruction.

 FirstName LastNameDeanna Kirkpatrick, Esq.
 Comapany NameDavis Polk & Wardwell LLP
 March 14, 2023 Page 3
 FirstName LastName
Deanna Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
March 14, 2023
Page 3

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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    September 14, 2022

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADC Therapeutics SA

Registration Statement on Form F-3

Registration No. 333-267293

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-267293) (the “Registration
Statement”) of ADC Therapeutics SA. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m.,
Eastern time, on September 16, 2022, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

Thank you for your assistance in this matter.

Sincerely,

    ADC Therapeutics SA

    By:
    /s/ Michael Forer

    Name:
    Michael Forer

    Title:
    Executive Vice President and General Counsel

CORRESP
1
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    September 14, 2022

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADC Therapeutics SA

Registration Statement on Form F-3

Registration No. 333-267295

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-267295) (the “Registration
Statement”) of ADC Therapeutics SA. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m.,
Eastern time, on September 16, 2022, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

Thank you for your assistance in this matter.

Sincerely,

    ADC Therapeutics SA

    By:
    /s/ Michael Forer

    Name:
    Michael Forer

    Title:
    Executive Vice President and General Counsel

United States securities and exchange commission logo
September 13, 2022
Ameet Mallik
Chief Executive Officer
ADC Therapeutics SA
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
Re:ADC Therapeutics SA
Registration Statement on Form F-3
Filed September 6, 2022
File No. 333-267293
Dear Mr. Mallik:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar

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    September 21, 2020

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. Chris Edwards

              Re:

              ADC Therapeutics SA

                Registration Statement on Form F-1 (File No. 333-248941)

                Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus
      to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

    We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, September 23, 2020 or as soon
      thereafter as practicable.

    [Signature page follows]

    Very truly yours,

    Morgan Stanley & Co. LLC

    BofA Securities, Inc.

    Cowen and Company, LLC

    As representatives of the Underwriters

            By:

            Morgan Stanley & Co. LLC

            By:

            /s/ Chris Rigoli

            Name:

            Chris Rigoli

            Title:

            Vice President

            By:

            BofA Securities, Inc.

            By:

            /s/ Michael Liloia

            Name:

            Michael Liloia

            Title:

            Director

            By:

            Cowen and Company, LLC

            By:

            /s/ George J. Milstein

            Name:

            George J. Milstein

            Title:

            Managing Director

      [Signature Page to ADC Therapeutics SA Acceleration Request]

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    September 21, 2020

    VIA EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Mr. Chris Edwards

            Re:

            ADC Therapeutics SA

              Registration Statement on Form F-1

              Registration No. 333-248941

    Dear Mr. Edwards:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
      p.m. Eastern Time on September 23, 2020 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

    We hereby acknowledge that:

              •

              should the Securities and Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

              •

              the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
                filing; and

              •

              the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Please do not hesitate to contact Deanna L. Kirkpatrick of Davis Polk & Wardwell LLP at (212) 450-4135 or Yasin Keshvargar of Davis Polk & Wardwell LLP at (212) 450-4839 with any questions or comments with respect to this letter.

    [Signature Page Follows]

    Sincerely,

            ADC Therapeutics SA

            By:

            /s/ Dominique Graz

            Name: Dominique Graz

            Title: General Counsel

United States securities and exchange commission logo
September 14, 2020
Christopher Martin
Chief Executive Officer
ADC Therapeutics SA
Biopôle, Route de la Corniche 3B
1066 Epalinges
Switzerland
Re:ADC Therapeutics SA
Draft Registration Statement on Form F-1
Submitted September 11, 2020
CIK No. 0001771910
Dear Mr. Martin:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar

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    May 12, 2020

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. John Stickel

    Re:        ADC
        Therapeutics SA

    Registration Statement on Form F-1 (File No. 333-237841)

    Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof,
      approximately 737 copies of the Preliminary Prospectus dated May 11, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

    We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of
      Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:30
      p.m. Eastern Time, on Thursday, May 14, 2020 or as soon thereafter as practicable.

    [Signature page follows]

    Very truly yours,

    Morgan Stanley & Co. LLC

    BofA Securities, Inc.

    Cowen and Company, LLC

    As representatives of the Underwriters

            By:

            Morgan Stanley & Co. LLC

            By:

            /s/ Chris Rigoli

            Name:

            Chris Rigoli

            Title:

            Vice President

            By:

            BofA Securities, Inc.

            By:

            /s/ Michael Liloia

            Name:

            Michael Liloia

            Title:

            Director

            By:

            Cowen and Company, LLC

            By:

            /s/ Bill Follis

            Name:

            Bill Follis

            Title:

            Managing Director

      [Signature Page to ADC Therapeutics SA Acceleration Request]

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          May 12, 2020

          VIA EDGAR

  Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. John Stickel

          Re:

          ADC Therapeutics SA

            Registration Statement on Form F-1

            Registration No. 333-237841

  Dear Mr. Stickel:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be
    accelerated so that it will be declared effective at 3:30 p.m. Eastern Time on May 14, 2020 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for
    acceleration.

  We hereby acknowledge that:

            •

            should the Securities and Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
              taking any action with respect to the filing;

            •

            the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the
              adequacy and accuracy of the disclosure in the filing; and

            •

            the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

  Please do not hesitate to contact Deanna L. Kirkpatrick of Davis Polk & Wardwell LLP at (212) 450-4135 or Yasin Keshvargar of Davis Polk & Wardwell LLP at (212) 450-4839 with any
    questions or comments with respect to this letter.

  [Signature Page Follows]

  Sincerely,

          ADC Therapeutics SA

          By:

          /s/ Dominique Graz

          Name:

        Dominique Graz

          Title:

        General Counsel

CORRESP
1
filename1.htm

            New York

              Northern California

              Washington DC

              London

              Paris

            Madrid

              Tokyo

              Beijing

              Hong Kong

            São Paulo

            Davis Polk & Wardwell LLP

              450 Lexington Avenue

              New York, NY 10017

            212 450 4000 tel

            212 701 5800 fax

  FOIA Confidential Treatment Request

    Pursuant to Rule 83 by ADC Therapeutics SA

  April 28, 2020

            Re:

            ADC Therapeutics SA

            Registration Statement on Form F-1

            Filed April 24, 2020

            CIK No. 0001771910

            File No. 333-237841

  Mr. Franklin Wyman

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-3628

  Dear Mr. Wyman:

  On behalf of ADC Therapeutics SA, a corporation organized under the laws of Switzerland (the “Company”), we are providing the information that follows to the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
    response to Comment #1 contained in the Staff’s letter dated March 25, 2020 (the “Comment Letter”) relating to the Company’s Draft Registration Statement on Form F-1, confidentially submitted on March 2, 2020 (the “Registration Statement”), in
    connection with the initial public offering of the Company’s common shares (the “Offering”).

  The response and information below are based on information provided to us by the Company. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to the comment. Capitalized terms used but not defined
    herein are used herein as defined in the Registration Statement. On September 19, 2019, the Company effected a one-to-15,625 share split of all issued shares, and on April 24, 2020, the Company effected a five-to-four reverse share split. For the
    Staff’s convenience, all shares and per share amounts have been adjusted to reflect these share splits.

        1.

          Once you have an estimated offering price range, please explain to us the reasons for any differences between recent valuations of your common shares leading up to the planned offering and the midpoint of your
            estimated offering price range. This information will help facilitate our review of your accounting for equity issuances, including stock compensation.

  The Company has three share-based compensation plans, all of which are based on common shares:

            •

            a share option plan (the 2014 Incentive Plan);

            •

            a share purchase plan (the 2016 Share Purchase Plan), which is common in Switzerland and which involves an advance ruling from the Swiss tax authorities; and

            •

            a share-based compensation plan (the 2019 Equity Incentive Plan), adopted in November 2019, under which the Company has issued only share options to date.

  The 2014 Incentive Plan was primarily intended for international employees, the 2016 Share Purchase Plan was primarily intended for Swiss resident employees, and the 2019 Equity Incentive Plan is intended for all employees, directors, consultants
    and advisors. At or prior to the closing of the Offering, we intend to cease issuing new grants under our 2014 Incentive Plan and 2016 Share Purchase Plan and issue any new grants under our 2019 Equity Incentive Plan. In accordance with the
    International Financial Reporting Standards (“IFRS”), all three share-based compensation plans are accounted for as share option plans in the Company’s consolidated financial statements. Historically, the Company has made incentive plan awards
    throughout the course of its fiscal year, such as upon the hiring of new employees and/or upon annual performance reviews.

            Mr. Franklin Wyman

            Division of Corporation Finance

              U.S. Securities and Exchange Commission

          2

            April 28, 2020

    FOIA Confidential Treatment Request

      Pursuant to Rule 83 by ADC Therapeutics SA

  As set forth below, the Company believes that its use of the Back Solve method in the context of the Option Pricing Model for awards granted through June 30, 2019 and of the Hybrid Method, combining the Back Solve method in the context of the Option
    Pricing Model with the Probability Weighted Expected Return Model (“PWERM”), for awards granted after June 30, 2019 provided the most reliable and appropriate results for its share-based compensation valuations, given the uncertainties associated with
    the probability of success of the clinical development of the Company’s two lead product candidates, Lonca and Cami, and the fact that an initial public offering was not the most likely liquidity outcome until July 2019. The Company believes that these
    factors, in addition to the elimination of the significant liquidation preferences enjoyed by the preferred shares as part of the Conversion to be effected in connection with this Offering, the fact that key value inflection points that significantly
    increased the Company’s value did not occur until May, July and August 2019, as well as the Company’s withdrawal of its Registration Statement in October 2019 and certain other factors customary to an initial public offering, explain the difference
    between the historical valuation of the Company’s common shares for the purpose of its share-based compensation and the midpoint of the estimated price range of the Offering.

  Historical Fair Value Determination Methodology

  Approach

  The Company’s discussion of share-based compensation is primarily contained in the Registration Statement section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share-Based Compensation Expense.”

  As there has been no public market for the Company’s common shares since its inception, the Company’s Board of Directors has engaged independent third-party valuation specialists to assist them in determining the estimated fair value of the
    Company’s share-based awards and of the underlying common shares using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ (the “AICPA”) Audit and Accounting Practice Aid Series: Valuation
    of Privately-Held-Company Equity Securities Issued as Compensation. There were various objective and subjective factors that the Company believed were relevant in determining the valuation methodology to be applied and in estimating the fair value of
    its common shares at each grant date, including:

            •

            the prices at which the Company sold preferred shares during the relevant period;

            •

            the rights and preferences of the preferred shares relative to those of the common shares, including the right to liquidation payments in preference to holders of common shares in the event of a liquidation, which will be distributed to
              shareholders in the following order, which, for the avoidance of doubt, would not be applicable in an initial public offering of the Company’s common shares:

            i.

            to Class E shareholders in an amount equal to the total price paid for the Class E preferred shares, plus an 8% per annum return;

            ii.

            to Class D shareholders in an amount equal to the total price paid for the Class D preferred shares, plus an 8% per annum return;

            iii.

            to Class C shareholders in an amount equal to the total price paid for the Class C preferred shares;

            iv.

            pari passu, to Class B shareholders in an amount equal to the total price paid for the Class B preferred shares, plus an 8% per annum return, and to Class C shareholders in an amount equal to an 8%
              per annum return on the total price paid for the Class C preferred shares; and

            v.

            to all shareholders in proportion to the nominal value of their shares;

              Mr. Franklin Wyman

              Division of Corporation Finance

                U.S. Securities and Exchange Commission

            3

              April 28, 2020

      FOIA Confidential Treatment Request

        Pursuant to Rule 83 by ADC Therapeutics SA

            •

            the lack of an active public market for the common shares and the preferred shares;

            •

            the Company’s stage of development and its business strategy, external market conditions affecting the biotechnology industry and trends within the biotechnology industry;

            •

            the Company’s research and development pipeline, and in particular factors affecting the likelihood of success of its two lead product candidates, Lonca and Cami, including safety and efficacy data and feedback from the U.S. Food and Drug
              Administration (“FDA”), which may impact the probability of success and the inherent value of the Company’s lead product candidates and of the Company as a whole;

            •

            the Company’s financial position, including cash and cash equivalents, and its historical and forecasted performance and operating results;

            •

            the likelihood of achieving an IPO or private sale of the Company and management’s estimate of the price per share that might be achieved; and

            •

            analysis of initial public offerings and the market performance of comparable companies in the biotechnology industry.

  Valuing the options

  As noted above and in accordance with IFRS, all of the Company’s share-based compensation plans are accounted for as share option plans in the Company’s consolidated financial statements. The fair value of the options granted pursuant to the plans
    are calculated on the same basis using the traditional Black-Scholes option pricing model.

  In consultation with the independent third-party valuation specialists referred to above, the Company applies a Black-Scholes option pricing model-based valuation methodology using assumptions and inputs that the Company believes are reasonable to
    arrive at an estimated fair value of the options for the purpose of determining share-based compensation expense. These inputs are set forth in the Registration Statement section titled “Management’s Discussion and Analysis of Financial Condition and
    Results of Operations—Share-Based Compensation Expense.” One of these inputs is the fair value of the Company’s common shares at each grant date.

  Methods used to value the Company’s common shares

  To estimate the fair value of the Company’s common shares at each grant date, the Company used the Back Solve method in the context of an Option Pricing Method for awards granted through June 30, 2019, and used the Hybrid Method, combining the Back
    Solve method in the context of the Option Pricing Model with the PWERM allocation method, for awards granted after June 30, 2019.

  The Back Solve method in the context of an Option Pricing Method values the total equity of the Company and works backwards through the various preferred shares, taking into account the seniority, preference and conditions of each class of preferred
    shares, including liquidation payments (defined to include normal course sale proceeds), in preference to holders of common shares in certain situations and the right to receive dividends prior to any dividends declared or paid on any of the Company’s
    common shares, to determine the fair value of the Company’s common shares at each grant date.

  The PWERM allocation method incorporates the results from multiple scenarios into a single conclusion of value. The model requires assumptions as to the probability of achieving a liquidity event under various scenarios, such as an initial public
    offering, disposal by way of strategic sale or merger or winding up the company by orderly dissolution or court liquidation, as well as a valuation for each scenario. The model results in a value that is based on a weighted probability for each
    outcome.

            Mr. Franklin Wyman

            Division of Corporation Finance

              U.S. Securities and Exchange Commission

          4

            April 28, 2020

    FOIA Confidential Treatment Request

      Pursuant to Rule 83 by ADC Therapeutics SA

  The Company believes that the Back Solve method in the context of an Option Pricing Method was the most appropriate method for share-based compensation valuations for awards granted through June 30, 2019. Having been approached by a number of
    pharmaceutical and biotechnology companies that expressed an interest in acquiring rights to the Company’s pipeline, the Board of Directors took the view that a strategic transaction would be the most likely liquidity event. Therefore, the Company
    believed that the Back Solve method was the most appropriate method for share-based compensation valuations through June 30, 2019.

  Also, the PWERM allocation method requires certain data and inputs. Until June 30, 2019, owing to uncertainties associated with the probability of success of the clinical development of Lonca and Cami, as highlighted below, such data and inputs were
    not reasonably quantifiable. Therefore, the Company believes that the Back Solve method in the context of an Option Pricing Method was also the most practical method for share-based compensation valuations through June 30, 2019.

  Subsequently, following the analysis of the interim data from the pivotal Phase 2 clinical trial of Lonca for the treatment of relapsed or refractory DLBCL in July and August 2019 and based on investor feedback received in August 2019, the Board of
    Directors decided to pursue an initial public offering. At that stage, an initial public offering became a likely liquidity event. The Company therefore decided to adopt the Hybrid Method, combining the Back Solve method in the context of the Option
    Pricing Model with the PWERM allocation method, for awards granted after June 30, 2019.

  Application of Back Solve method

  The Back Solve method derives an implied common equity value based on the most recent or relevant financing round that the Company has completed. Through December 31, 2019, the Company had raised $558.6 million in gross cash proceeds from equity
    financings through issuance of various classes of preferred shares (Class B, C, D and E). Each class of preferred shares includes economic rights and preferences over previously issued classes of preferred shares, and all classes of preferred shares
    include economic rights and preferences, including priority entitlement to any liquidation preferences and certain dividend rights, over common shares.

  For share-based compensation awards issued in 2019, the most recent financing rounds were completed in November 2017 and July 2019 and involved the issuance and sale of Class E preferred shares. Both financing rounds included new institutional
    private equity investors, and the Company believes that these financing rounds were arm’s-length market transactions. The Company used the share price in these financing rounds, initially alone and later in combination with the PWERM allocation method,
    to determine the implied total equity value of the Company, and in turn to derive the fair value of the respective preferred and common shares at any given point in time.

  On November 16, 2017, the Company completed a $200.1 million round of equity financing. It issued and sold 7,712,500 Class E preferred shares at $25.94 per share. For awards granted under the Company’s share-based compensation plans from November
    16, 2017 to April 1, 2019 (being the date of the last grant in the six months ended June 30, 2019), the Compan

March 25, 2020
Christopher Martin
Chief Executive Officer
ADC Therapeutics SA
Biopôle, Route de la Corniche 3B
1066 Epalinges
Switzeland
Re:ADC Therapeutics SA
Draft Registration Statement on Form F-1
Submitted March 2, 2020
CIK No. 0001771910
Dear Mr. Martin:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Employee Benefits
Share-Based Compensation Expense, page 95
1.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common shares leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
help facilitate our review of your accounting for equity issuances, including stock
compensation.

 FirstName LastNameChristopher Martin
 Comapany NameADC Therapeutics SA
 March 25, 2020 Page 2
 FirstName LastName
Christopher Martin
ADC Therapeutics SA
March 25, 2020
Page 2
            You may contact Franklin Wyman at (202) 551-3660 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar, Esq.

CORRESP
1
filename1.htm

  October 3, 2019

  VIA EDGAR

  Securities and Exchange Commission

    Division of Corporation Finance

  100 F Street, N.E.

    Washington, D.C. 20549

  Attention:  Ms. Tonya K. Aldave

          Re:

          ADC Therapeutics SA

            Registration Statement on Form F-1

            Registration No. 333-233659

  Dear Ms. Aldave,

  Reference is made to our letter, filed as correspondence via EDGAR on September 30, 2019, in which we requested the acceleration of the effective date of the above-referenced registration
    statement for Wednesday, October 2, 2019, at 3:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such registration statement be declared effective at this time and we hereby
    formally withdraw our request for acceleration.

  [Signature Page Follows]

  Sincerely,

          ADC Therapeutics SA

          By:

          /s/ Dominique Graz

          Name:

        Dominique Graz

          Title:

        General Counsel

CORRESP
1
filename1.htm

    September 30, 2019

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Tonya K. Aldave

            Re:

            ADC Therapeutics SA

            Registration Statement on Form F-1 (File No. 333-233659)

            Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 2,397 copies of the Preliminary Prospectus
      dated September 23, 2019 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

    We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:30 p.m. Eastern Time, on Wednesday, October 2, 2019 or as soon
      thereafter as practicable.

    [Signature page follows]

    Very truly yours,

    Morgan Stanley & Co. LLC

    BofA Securities, Inc.

    Cowen and Company, LLC

    As representatives of the Underwriters

            By:

            Morgan Stanley & Co. LLC

            By:

           /s/ Chris Rigoli

            Name:

           Chris Rigoli

            Title:

           Vice President

            By:

            BofA Securities, Inc.

            By:

           /s/ Michael Liloia

            Name:

           Michael Liloia

            Title:

           Director

            By:

            Cowen and Company, LLC

            By:

           /s/ Bill Follis

            Name:

           Bill Follis

            Title:

           Managing Director

    [Signature Page to ADC Therapeutics SA Acceleration Request]

CORRESP
1
filename1.htm

              September 30, 2019

              VIA EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Ms. Tonya K. Aldave

            Re:

            ADC Therapeutics SA

              Registration Statement on Form F-1

              Registration No. 333-233659

    Dear Ms. Aldave:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:30
      p.m. Eastern Time on October 2, 2019 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

    We hereby acknowledge that:

              •

              should the Securities and Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

              •

              the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
                filing; and

              •

              the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Please do not hesitate to contact Deanna L. Kirkpatrick of Davis Polk & Wardwell LLP at (212) 450-4135 or Yasin Keshvargar of Davis Polk & Wardwell LLP at (212) 450-4839 with any questions or comments with respect to this letter.

    [Signature Page Follows]

    Sincerely,

            ADC Therapeutics SA

            By:

            /s/ Dominique Graz

           Name:
          Dominique Graz

           Title:
          General Counsel

CORRESP
1
filename1.htm

    New York

Northern California

Washington DC

London

Paris

        Madrid

        Tokyo

        Beijing

        Hong Kong

        São
        Paulo

    Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

        212 450 4000 tel

        212 701 5800 fax

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

September 9, 2019

    Re:
    ADC Therapeutics SA

    Registration Statement on Form F-1

    Filed September 6, 2019

    CIK No. 0001771910

    File No. 333-233659

Ms. Tonya K. Aldave

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Dear Ms. Aldave:

On behalf of ADC Therapeutics SA, a corporation organized under
the laws of Switzerland (the “Company”), we are providing the information that follows to the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in response to Comment #6 contained in the Staff’s
letter dated July 25, 2019 (the “Comment Letter”) relating to the Company’s Draft Registration Statement on Form
F-1, originally confidentially submitted on June 27, 2019 (the “Registration Statement”), in connection with the initial
public offering of the Company’s common shares (the “Offering”).

The response and information below are based on information provided
to us by the Company. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s
response to the comment. Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

 6. Once you have an estimated offering price range, please explain to us the reasons for any differences between recent valuations
of your common shares leading up to the planned offering and the midpoint of your estimated offering price range. This information
will help facilitate our review of your accounting for equity issuances, including stock compensation.

The Company has two share-based compensation plans, both of which
are based on common shares:

 · A share purchase plan, which is common in Switzerland and which involves an advance ruling from the Swiss tax authorities;
and

 · A traditional share option plan.

The share purchase plan is primarily intended for Swiss resident
employees, and the share option plan is primarily intended for international employees. In accordance with the International Financial
Reporting Standards (“IFRS”), both of the Company’s share-based compensation plans are

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 2 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

accounted for as share option plans in the Company’s consolidated
financial statements. Historically, the Company has made incentive plan awards throughout the course of its fiscal year, such as
upon the hiring of new employees and/or upon annual performance reviews.

As set forth below, the Company believes that its use of the
Back Solve method for 2018 and through June 2019 provided the most reliable and appropriate results for its share-based compensation
valuations, given the uncertainties associated with the probability of success of the clinical development of ADCT-402 and ADCT-301
and the fact that an initial public offering was not the most likely liquidity outcome until August 2019. The Company believes
that these factors, in addition to the elimination of the significant liquidation preferences enjoyed by the preferred shares as
part of the Share Capital Reorganization to be effected in connection with this Offering, the fact that key value inflection points
that significantly increased the Company’s value did not occur until May, July and August 2019, as well as certain other
factors customary to an initial public offering, explain the difference between the historical valuation of the Company’s
common shares for the purpose of its share-based compensation and the estimated price range of the Offering.

Historical Fair Value Determination Methodology

Approach

The Company’s discussion of share-based compensation is
primarily contained in the Registration Statement section titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Share-Based Compensation Expense.”

As there has been no public market for the Company’s common
shares since its inception, the Company’s Board of Directors has engaged independent third-party valuation specialists to
assist them in determining the estimated fair value of the Company’s share-based awards and of the underlying common shares
using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ (the
“AICPA”) Audit and Accounting Practice Aid Series: Valuation of Privately-Held-Company Equity Securities Issued as
Compensation. There were various objective and subjective factors that the Company believed were relevant in determining the valuation
methodology to be applied and in estimating the fair value of its common shares at each grant date, including:

 · the prices at which the Company sold preferred shares during the relevant period;

 · the rights and preferences of the preferred shares relative to those of the common shares, including the right to liquidation
payments in preference to holders of common shares in the event of a liquidation, which will be distributed to shareholders in
the following order, which, for the avoidance of doubt, would not be applicable in an initial public offering of the Company’s
common shares:

 i. to Class E shareholders in an amount equal to the total price paid for the Class E preferred shares, plus an 8% per annum return;

 ii. to Class D shareholders in an amount equal to the total price paid for the Class D preferred shares, plus an 8% per annum return;

 iii. to Class C shareholders in an amount equal to the total price paid for the Class C preferred shares;

 iv. pari passu, to Class B shareholders in an amount equal to the total price paid for the Class B preferred shares, plus
an 8% per annum return, and to Class C shareholders

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 3 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

in an amount equal to an 8% per annum return on the total
price paid for the Class C preferred shares; and

 v. to all shareholders in proportion to the nominal value of their shares;

 · the lack of an active public market for the common shares and the preferred shares;

 · the Company’s stage of development and its business strategy, external market conditions affecting the biotechnology
industry and trends within the biotechnology industry;

 · the Company’s research and development pipeline, and in particular factors affecting the likelihood of success of its
two lead product candidates, ADCT-402 and ADCT-301, including safety and efficacy data and feedback from the U.S. Food and Drug
Administration (“FDA”), which may impact the probability of success and the inherent value of the Company’s lead
product candidates and of the Company as a whole;

 · the Company’s financial position, including cash and cash equivalents, and its historical and forecasted performance
and operating results;

 · the likelihood of achieving a liquidity event; and

 · analysis of initial public offerings and the market performance of comparable companies in the biotechnology industry.

Valuing the options

As noted above and in accordance with IFRS, both of the Company’s
share-based compensation plans are accounted for as share option plans in the Company’s consolidated financial statements.
The fair value of the options granted pursuant to the plans are calculated on the same basis using the traditional Black-Scholes
option pricing model.

In consultation with the independent third-party valuation specialists
referred to above, the Company applies a Black-Scholes option pricing model-based valuation methodology using assumptions and inputs
that the Company believes are reasonable to arrive at an estimated fair value of the options for the purpose of determining share-based
compensation expense. These inputs are set forth in the Registration Statement section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Share-Based Compensation Expense.” One of these inputs
is the fair value of the Company’s common shares at each grant date.

Method used to value the Company’s common shares

The Company’s share capital is comprised of preferred shares
(Class B, C, D and E) and common shares. Each class of preferred shares includes economic rights and preferences over previously
issued classes of preferred shares, and all classes of preferred shares include economic rights and preferences, including priority
entitlement to any liquidation preferences and certain dividend rights, over common shares.

To estimate the fair value of the Company’s common shares
at each grant date, the Company used the Back Solve method in the context of an Option Pricing Method. The Back Solve method in
the context of an Option Pricing Method values the total equity of the Company and works backwards through the various preferred
shares, taking into account the seniority, preference and conditions of each class of preferred shares, including liquidation payments
(defined to include normal course sale proceeds), in preference to holders of common shares in certain situations and the right
to receive

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 4 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

dividends prior to any dividends declared or paid on any of the
Company’s common shares, to determine the fair value of the Company’s common shares at each grant date.

The Back Solve method derives an implied common equity value
based on the most recent or relevant financing round that the Company has completed. Since inception, the Company has raised $558.6
million in gross cash proceeds from equity financings through issuance of various classes of preferred shares (Class B, C, D and
E). The most recent financing rounds were completed in November 2017 and June 2019 and involved the issuance and sale of Class
E preferred shares. Both financing rounds included new institutional private equity investors, and the Company believes that these
financing rounds were arm’s-length market transactions. The Company has used the share price in these financing rounds to
determine the implied total equity value of the Company, and in turn to derive the fair value of the respective preferred and common
shares at any given point in time.

On November 16, 2017, the Company completed a $200.1 million
round of equity financing. It issued and sold 617.0 Class E preferred shares at $324,292 per share. For awards granted under the
Company’s share-based compensation plans from November 16, 2017 to April 1, 2019 (being the date of the last grant prior
to completion of the unaudited interim consolidated financial statements for the six months ended June 30, 2019), the Company calculated
its implied equity value using $324,292 per Class E preferred share.

In July 2019, the Company completed a $103.3 million round of
equity financing. It issued and sold 295.0 Class E preferred shares at $350,000 per share. For any awards granted after June 7,
2019 (being the date of the first closing in the round of equity financing), the Company will calculate its implied equity value
using $350,000 per Class E preferred share. There were no awards granted from April 1, 2019 to June 30, 2019, and therefore no
awards have been reflected in the remainder of the unaudited interim consolidated financial statements for the six months ended
June 30, 2019.

The Back Solve model in the context of an Option Pricing Method
uses similar inputs and assumptions as the Black-Scholes model to determine the implied equity value of the Company. These input
assumptions include:

 1. Exercise price: The exercise price for each award under the share option plan was determined by reference to the issue price
of the preferred shares and, for the share purchase plan, on the purchase price fixed in accordance with the advance ruling from
the Swiss tax authorities.

 2. Liquidation preference: A “distribution waterfall” that allocates the implied equity value to each class of shares
based on their economic rights and preferences, including liquidation preferences. Each class of preferred shares includes economic
rights and preferences over previously issued classes of preferred shares, and all classes of preferred shares include economic
rights and preferences, including priority entitlement to any liquidation preferences and certain dividend rights, over common
shares.

For example, as of December 31, 2018, the total priority
payments that holders of preferred shares would be entitled to prior to any distribution to holders of common shares was approximately
$[***]. The table below sets forth the total priority payments:

    Preferred Share

        Capital

        Repayment

        Cumulative

        Dividend

        Total

        Priority Payment

    E
    $[***]
    $[***]
    $[***]

    D
    $[***]
    $[***]
    $[***]

    C
    $[***]
    $[***]
    $[***]

    B
    $[***]
    $[***]
    $[***]

    TOTAL
    $[***]
    $[***]
    $[***]

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 5 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

 3. Expected term: The expected term used to derive the implied equity value was the period from the grant date to September 30,
2019, the date of a target liquidity event. The expected term was held constant, and as a result, the term assumption was shorter
at each subsequent grant date throughout 2018. Because the implied total equity is below the aggregate liquidation preference of
the preferred shares, the value of the common shares declines as the term in the Option Pricing Method becomes shorter.

 4. Risk-free interest rate: The risk-free interest rate used was based on the yield curves of U.S. government securities and derived
by interpolating the implied yield of such securities of corresponding maturities to the expected term. The risk-free interest
rate used increased from 1.86% to 2.64% over the period covered by the valuation.

 5. Expected volatility: The expected volatility used was based on the median of the historical volatility of publicly traded comparable
companies. Specifically, the companies considered for this purpose were pre-revenue companies in the pharmaceutical and biotechnology
industries with similar assets under development as the Company. Another key component of estimating volatility was matching the
volatility calculation period to the expected term. The expected volatility was calculated to be 70% for the period covered by
the valuation.

 6. The discount for lack of marketability (“DLOM”): The DLOM was individually computed for each class of shares as
of each grant date using the industry-accepted Asian protective put option model. This model considers the impact of leverage that
arises in instances where preferred shares rank in seniority to common shares, including liquidation preferences. This results
in individual DLOMs being calculated for each of the different classes of shares and results in a determination of the incremental
DLOM for the common shares. The derived incremental DLOM of each class of shares was capped at 15% in consultation with independent
third-party valuation specialists referred to above based on a review of industry sources, including responses to the Commission’s
comment letters.

July 25, 2019
Christopher Martin
Chief Executive Officer
ADC Therapeutics SA
Biopôle, Route de la Corniche 3B
1066 Epalinges
Switzerland
Re:ADC Therapeutics SA
Draft Registration Statement on Form F-1
Submitted June 28, 2019
CIK No. 0001771910
Dear Dr. Martin:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Our Pipeline, page 2
1.Please include columns for Phase 2 and Phase 3 in your product pipeline table here, as
well as on pages 98, 106 and 127, in lieu of the column labeled "Pivotal," which appears
to combine the aforementioned phases.
Risks Associated with Our Business, page 4
2.Please clarify in the fourth bullet that you have previously been subject to clinical holds.

 FirstName LastNameChristopher Martin
 Comapany NameADC Therapeutics SA
 July 25, 2019 Page 2
 FirstName LastName
Christopher Martin
ADC Therapeutics SA
July 25, 2019
Page 2
Implications of Being an Emerging Growth Company, page 5
3.Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.
Risk Factors
Our product candidates may cause undesirable side effects, page 19
4.We note your discussion of the clinical hold the FDA placed on your Phase 1 clinical trial
of ADCT-301.  You also state that in October 2018 the FDA made certain
recommendations, which were implemented.  Please disclose here and on page 121 the
recommendations the FDA made relating to the clinical hold.
Use of Proceeds, page 75
5.We note your disclosure that you intend to use net proceeds to fund the ongoing trials of
ADCT-402, ADCT-301, ADCT-602, and fund research and development of your
preclinical product candidates and preclinical pipeline. Please specify how far in the
development of each of the listed clinical trials you expect to reach with the proceeds of
the offering. If any material amounts of other funds are necessary to accomplish the
specified purposes, state the amounts and sources of other funds needed for each specified
purpose and the sources. Refer to Instruction 3 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Employee Benefits
Share-Based Compensation Expense, page 93
6.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common shares leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
help facilitate our review of your accounting for equity issuances, including stock
compensation.
Business
Synaffix Commercial License Agreement, page 137
7.Please disclose the upfront payments, aggregate milestone payments, and the royalty rates
(or royalty range) you are required to pay under the Synaffix Commercial License
agreement.

 FirstName LastNameChristopher Martin
 Comapany NameADC Therapeutics SA
 July 25, 2019 Page 3
 FirstName LastName
Christopher Martin
ADC Therapeutics SA
July 25, 2019
Page 3
Bergenbio License Agreement, page 138
8.Please disclose the upfront fee paid and the aggregate milestone payments to be
paid under the Bergenbio License Agreement.
Notes to the Consolidated Financial Statements
Summary of significant accounting policies
2.11 Revenue recognition, page F-16
9.Please expand your disclosure to describe and quantify the key terms governing the 2013
license and joint collaboration agreement with Genmab, your accounting treatment for
payments under this agreement and key assumptions underlying the associated revenue
recognition. Refer us to the technical guidance upon which you relied and revise your
disclosure accordingly.
6. Research and development expenses, page F-23
10.Please expand your disclosure to describe and quantify the key terms governing the
license agreements with Spirogen Ltd. in 2011, Bergenbio AS in 2014 and Synaffix in
2016 and your accounting treatment for payments under these agreements. Refer us to the
technical guidance upon which you relied and revise your disclosure accordingly.
13. Intangible assets, page F-27
11.Please revise the disclosure to explain why no amortization expense of licenses was
recognized in 2017 or 2018.
Part II
Exhibit Index, page II-3
12.Please file the following agreements as exhibits to your registration statement or tell us
why you believe they are not required to be filed:
•2019 Equity Incentive Plan on page 167; and
•employment agreements with your executive officers disclosed on page 167.

 FirstName LastNameChristopher Martin
 Comapany NameADC Therapeutics SA
 July 25, 2019 Page 4
 FirstName LastName
Christopher Martin
ADC Therapeutics SA
July 25, 2019
Page 4
            You may contact Franklin Wyman at (202) 551-3660 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-
8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Deanna Kirkpatrick, Esq.