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): May 5, 2020

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On May 5, 2020, Adaptive Biotechnologies Corporation (the “Company”) issued a press release with Microsoft Corporation (“Microsoft”) announcing it has begun enrolling a “virtual” clinical study, ImmuneRACE, as part of a broader effort it has undertaken with Microsoft to rapidly map and measure the immune response to the COVID-19 virus to inform improved diagnostics to fulfill the need for more reliable testing.  A copy of the press release is attached as Exhibit 99.1 to this report.

The press release contains forward-looking statements that are based on Company management’s beliefs and assumptions and on information currently available to management. All statements contained in the press release other than statements of historical fact are forward-looking statements, including statements regarding the ability to map adaptive immune responses to COVID-19, the ability to successfully collect a sufficient number and quality of samples, the ability to leverage any such findings to advance solutions to diagnose, treat and prevent COVID-19, the ability to develop, commercialize and achieve market acceptance of the Company’s TCR-Antigen Map and other current and planned products and services, the Company’s research and development efforts, the ability to obtain and maintain regulatory approval of the Company’s products and services and other matters regarding its 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 the Company files with the Securities and Exchange Commission from time to time. The Company cautions that forward-looking statements are based on a combination of facts and factors currently known and projections of the future, about which the Company cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in the press release represent the Company’s views as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements for any reason, except as required by law.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.