Adicet Bio Adds Directors, Amends Bylaws

TL;DR

Adicet Bio adds two directors, Altschuler & Brege, to the board effective June 5th.

AI Summary

On June 5, 2024, Adicet Bio, Inc. filed an 8-K report detailing several key events. The company announced the election of Dr. Steven J. Altschuler and Ms. Laura J. Brege to its Board of Directors, effective June 5, 2024. Additionally, the report covers compensatory arrangements for certain officers and amendments to its bylaws.

Why It Matters

The addition of new directors and amendments to corporate governance documents can signal strategic shifts or changes in leadership focus for the company.

Risk Assessment

Risk Level: low — This filing primarily concerns board appointments and corporate governance, which typically carry lower immediate risk compared to financial or operational disclosures.

Key Players & Entities

• Adicet Bio, Inc. (company) — Registrant
• Dr. Steven J. Altschuler (person) — Elected to Board of Directors
• Ms. Laura J. Brege (person) — Elected to Board of Directors
• June 05, 2024 (date) — Effective date of director elections

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ACET The Nasdaq Global Ma

Filing Documents

• acet-20240605.htm (8-K) — 120KB
• acet-ex3_1.htm (EX-3.1) — 10KB
• acet-ex3_2.htm (EX-3.2) — 11KB
• acet-ex3_3.htm (EX-3.3) — 51KB
• acet-ex10_1.htm (EX-10.1) — 145KB
• 0000950170-24-070568.txt ( ) — 495KB
• acet-20240605.xsd (EX-101.SCH) — 25KB
• acet-20240605_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described under Item 5.07 of this Form 8-K, at the Annual Meeting and upon the recommendation of the Board, the Company's stockholders approved (i) a Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Charter") to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000 (the "Authorized Shares Amendment") and (ii) a Certificate of Amendment to the Charter to provide for the exculpation of certain of the Company's officers as permitted under Delaware law (the "Exculpation Amendment," and together with the Authorized Shares Amendment, the "Charter Amendments"). The Charter Amendments were previously approved by the Board, subject to stockholder approval. The Charter Amendments are described in detail under "Proposal No. 3: Approval of an Amendment to Our Third Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 150,000,000 to 300,000,000" and "Proposal No. 4: Approval of an Amendment to Our Third Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Delaware Law" beginning on pages 21 and 23, respectively, of the Proxy Statement in connection with the Annual Meeting. Following the receipt of stockholder approval, the Company filed (i) the Authorized Shares Amendment, (ii) the Exculpation Amendment and (iii) a Restated Certificate of Incorporation of the Company (the "Restated Certificate"), integrating the Charter Amendments and the Certificate of Amendment amending the Company's name, dated September 15, 2020, to the Charter, all pursuant to Section 245 of the Delaware General Corporation Law. The foregoing certificates were filed with the Secretary of State of the State of Delaware on June 6, 2024 and were effective as of such date. The foregoing descriptions of

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on June 5, 2024. At the Annual Meeting, the Company's stockholders considered and voted on the seven proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results are set forth below. Proposal 1 - Election of Class III Director Nominees The stockholders of the Company elected Michael G. Kauffman, M.D., Ph.D. and Andrew Sinclair, Ph.D. as Class III directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified or until their earlier resignation or removal. The results of the stockholders' vote with respect to the election of the Class III directors were as follows: Name Votes For Votes Withheld Broker Non-Votes Michael G. Kauffman, M.D., Ph.D. 41,712,563 7,432,133 12,424,510 Andrew Sinclair, Ph.D. 38,036,535 11,108,161 12,424,510 Proposal 2 – Approval of an Amendment to Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Under the Plan by 5,000,000 Shares of Common Stock The stockholders of the Company approved the Amended 2018 Plan to increase the number of shares of common stock available to be issued under the 2018 Plan by 5,000,000 shares of common stock. The results of the stockholders' vote with respect to the approval of the Amended 2018 Plan were as follows: Votes For Votes Against Abstain Broker Non-Votes 28,859,969 20,278,299 6,428 12,424,510 Proposal 3 – Approval of an Amendment to Adicet Bio, Inc. Third Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 150,000,000 to 300,000,000 The stockholders of the Company approved the Authorized Shares Amendment to increase the authorized number of

01 Exhibits

Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 3.1 Adicet Bio, Inc. Certificate of Amendment to Third Restated Certificate Amended and Restated Certificate of Incorporation. 3.2 Adicet Bio, Inc. Certificate of Amendment to Third Restated Certificate Amended and Restated Certificate of Incorporation. 3.3 Adicet Bio, Inc. Restated Certificate of Incorporation 10.1* Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan, as amended. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Indicates a management contract or any compensatory plan, contract or arrangement.

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: June 7, 2024 By: /s/ Nick Harvey Name: Title: Nick Harvey Chief Financial Officer

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View this 8-K filing on SEC EDGAR