Adicet Bio Files 8-K on Material Agreement, Financial Condition

TL;DR

**Adicet Bio just dropped an 8-K about a new material agreement and financial results, so keep an eye on ACET.**

AI Summary

Adicet Bio, Inc. filed an 8-K on January 24, 2024, reporting an event that occurred on January 22, 2024. This filing indicates an entry into a material definitive agreement and provides results of operations and financial condition. For investors, this matters because material agreements and financial updates can significantly impact the company's future prospects and stock valuation, potentially signaling new partnerships or changes in financial health.

Why It Matters

This filing signals a significant business development and provides an update on the company's financial health, which are crucial factors for current and prospective investors.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and 'results of operations and financial condition' without specific details, which introduces uncertainty about the nature and impact of these events.

Analyst Insight

Investors should monitor Adicet Bio's subsequent filings or press releases for specific details about the 'material definitive agreement' and the 'results of operations and financial condition' to assess their impact on the company's valuation and future prospects.

Key Players & Entities

• Adicet Bio, Inc. (company) — the registrant filing the 8-K
• The Nasdaq Global Market (company) — exchange where Adicet Bio's common stock is registered
• ACET (company) — trading symbol for Adicet Bio, Inc.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ACET The Nasdaq Global Ma
• $2.40 — eing sold at a public offering price of $2.40 per share and the Pre-Funded Warrants a
• $2.3999 — eing sold at a public offering price of $2.3999 per underlying share, which represents
• $2.256 — the Underwriters to the Company will be $2.256 per Share and $2.2559 per Pre-Funded Wa
• $2.2559 — he Company will be $2.256 per Share and $2.2559 per Pre-Funded Warrant, representing a
• $91.8 million — ffering expenses, will be approximately $91.8 million. The Company may receive nominal procee
• $159.7 million — s of December 31, 2023, the Company had $159.7 million of cash and cash equivalents. This fi
• $3.13 — as sales agent, at an average price of $3.13 per share, resulting in aggregate net p
• $19.3 m — aggregate net proceeds of approximately $19.3 million, after deducting sales agent comm

Filing Documents

• acet-20240122.htm (8-K) — 63KB
• acet-ex1_1.htm (EX-1.1) — 632KB
• acet-ex4_1.htm (EX-4.1) — 112KB
• acet-ex5_1.htm (EX-5.1) — 18KB
• acet-ex99_1.htm (EX-99.1) — 9KB
• acet-ex99_2.htm (EX-99.2) — 11KB
• img94724212_0.jpg (GRAPHIC) — 1KB
• img208765579_0.jpg (GRAPHIC) — 26KB
• 0000950170-24-007011.txt ( ) — 1141KB
• acet-20240122.xsd (EX-101.SCH) — 24KB
• acet-20240122_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 22, 2024, Adicet Bio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), related to an underwritten public offering (the “Offering”) of 27,054,667 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and, in lieu of Common Stock to an investor, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 8,445,333 shares of Common Stock (the “Warrant Shares”). The Shares are being sold at a public offering price of $2.40 per share and the Pre-Funded Warrants are being sold at a public offering price of $2.3999 per underlying share, which represents the per share public offering price of each share of common stock minus the $0.0001 per share exercise price for each pre-funded warrant. The purchase price to be paid by the Underwriters to the Company will be $2.256 per Share and $2.2559 per Pre-Funded Warrant, representing a discount to the Underwriters of 6.0%. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 5,325,000 shares of Common Stock. On January 23, 2024, the Underwriters exercised this option in full. The Company estimates net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, will be approximately $91.8 million. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. The Offering is expected to close on January 25, 2024. Each Pre-Funded Warrant has an

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. In connection with the Offering, on January 22, 2024, the Company filed a preliminary prospectus supplement, which contained certain information regarding the Company’s results of operations or financial condition for the year ended December 31, 2023. As disclosed in the preliminary prospectus supplement, as of December 31, 2023, the Company had $159.7 million of cash and cash equivalents. This financial data as of December 31, 2023 is preliminary and may change, and is based on information available to management as of the filing date of the Prospectus Supplement and is subject to completion by management of the Company’s financial statements as of and for the fiscal quarter and year ended December 31, 2023. There can be no assurance that the Company’s final cash position as of December 31, 2023 will not differ from these estimates, including as a result of review adjustments and any such changes could be material. This preliminary estimate has been prepared by, and is the responsibility of, the Company’s management and is based on a number of assumptions. The Company’s independent registered public accountants have not audited, reviewed, compiled or performed any procedures with respect to such preliminary financial data as of and for the three months and the year ended December 31, 2023 and accordingly do not express an opinion or any other form of assurance with respect to this preliminary amount. These results could change as a result of further review. Complete results will be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The information under Item 2.02 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of

01 Other Events

Item 8.01 Other Events. On January 22, 2024, the Company issued a press release announcing the Offering. On January 22, 2024, the Company issued a press release announcing that it had priced the Offering. A copy of both press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein. As disclosed in the Prospectus Supplement, as of December 31, 2023, the Company had $159.7 million of cash and cash equivalents. Since September 30, 2023, the Company has sold an aggregate of 6,350,000 shares of Common Stock in a series of “at-the-market” offerings in accordance with the Capital On Demand Sales Agreement, by and between the Company and JonesTrading Institutional Services, LLC, as sales agent, at an average price of $3.13 per share, resulting in aggregate net proceeds of approximately $19.3 million, after deducting sales agent commissions, but before deducting any expenses related to such sales. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Offering. The words may, might, will, could, would, should, expect, plan, anticipate, intend, believe, expect, estimate, seek, predict, future, project, potential, continue, target and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as those related to the anticipated closing of the Offering and the potential exercise of the Pre-Funded Warrants, are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 1.1 Underwriting Agreement, dated as of January 22, 2024, by and among the Company and Jefferies LLC and Guggenheim Securities, LLC, as representatives of the several underwriters listed on Schedule A thereto 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Goodwin Procter LLP regarding the issue of Common Stock being registered 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 99.1 Press release announcing the Offering, dated January 22, 2024 99.2 Press release announcing the pricing of the Offering, dated January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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 hereunto duly authorized. ADICET BIO, INC. Date: January 24, 2024 By: /s/ Nick Harvey Name: Nick Harvey Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR