OrbiMed Updates Adicet Bio Stake: Institutional Ownership Shift

TL;DR

**OrbiMed just updated its Adicet Bio stake, watch for market reaction.**

AI Summary

OrbiMed Advisors LLC and its affiliates, a major institutional investor, filed an Amendment No. 6 to their Schedule 13D for Adicet Bio, Inc. on January 25, 2024. This filing updates their beneficial ownership of Adicet Bio's common stock, indicating a change in their holdings. For investors, this matters because significant changes in ownership by large institutional holders like OrbiMed can signal shifts in their confidence in the company's future prospects, potentially influencing stock price and market sentiment.

Why It Matters

Changes in large institutional ownership can signal confidence or concern, potentially impacting Adicet Bio's stock price and investor perception.

Risk Assessment

Risk Level: medium — While not inherently negative, a change in a major investor's stake introduces uncertainty about their long-term commitment and future actions.

Analyst Insight

Investors should investigate the specific details of the ownership change (e.g., whether OrbiMed increased or decreased its stake, and by how much) by reviewing the full filing to understand the implications for Adicet Bio's future.

Key Players & Entities

• OrbiMed Advisors LLC (company) — filing party and major institutional investor in Adicet Bio, Inc.
• Adicet Bio, Inc. (company) — the subject company whose common stock is being reported
• Carl L. Gordon (person) — group member associated with OrbiMed Advisors LLC
• Erez Chimovits (person) — group member associated with OrbiMed Advisors LLC
• January 25, 2024 (date) — date of the event requiring the filing of this statement

Forward-Looking Statements

• Adicet Bio's stock price may experience short-term volatility as investors react to the updated institutional ownership. (Adicet Bio, Inc.) — medium confidence, target: February 2024
• Other institutional investors might review their positions in Adicet Bio following OrbiMed's updated filing. (Institutional Investors) — low confidence, target: March 2024

FAQ

Key Financial Figures

• $0.0001 — 7,588 shares of common stock, par value $0.0001 per share, outstanding of Adicet Bio, I
• $2.40 — ,445,333 Shares at an offering price of $2.40 per Share and $2.3999 per Pre-Funded Wa
• $2.3999 — n offering price of $2.40 per Share and $2.3999 per Pre-Funded Warrant (the " Offering

Filing Documents

• ss2965118_sc13da-adicet.htm (SC 13D/A) — 241KB
• ss2965118_ex9901.htm (EX-99.1) — 15KB
• 0000947871-24-000074.txt ( ) — 258KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 6 (" Amendment No. 6 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC originally filed with the Securities and Exchange Commission (the " SEC ") on January 30, 2018, as amended by Amendment No. 1 filed with the SEC on March 25, 2019, Amendment No. 2 filed with the SEC on September 18, 2020, Amendment No. 3 filed with the SEC on February 19, 2021, Amendment No. 4 filed with the SEC on December 14, 2021, and Amendment No. 5 filed with the SEC on June 29, 2023. This Amendment No. 6 relates to the common stock, par value $0.0001 per share (the " Shares "), of Adicet Bio, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 200 Berkeley Street, 19th Floor, Boston, MA 02116. The Shares are listed on the NASDAQ Global Market under the ticker symbol "ACET". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On January 25, 2024, the Issuer completed an underwritten public offering of 27,054,667 Shares and, in lieu of Shares to an investor, pre-funded warrants (the " Pre-Funded Warrants ") to purchase 8,445,333 Shares at an offering price of $2.40 per Share and $2.3999 per Pre-Funded Warrant (the " Offering "). In addition, the Issuer granted the Offering's underwriters an option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 5,325,000 Shares. On January 23, 2024, the underwriters exercised this option in full. As a result of the Offering, and notwithstanding the Reporting Persons' (as defined below) participation in the offering, as described in Item 3 below, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own decreased by more than 1%.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by OrbiMed Advisors LLC (" Advisors "), OrbiMed Capital GP V LLC (" GP V "), OrbiMed Capital GP VI LLC (" GP VI "), OrbiMed Genesis GP LLC (" Genesis GP "), OrbiMed Israel BioFund GP Limited Partnership (" BioFund "), OrbiMed Israel GP Ltd. (" Israel GP Ltd. "), OrbiMed Israel GP II, L.P. (" Israel GP II "), OrbiMed Advisors Israel II Limited (" Israel II Limited "), Carl L. Gordon (" Gordon "), and Erez Chimovits (" Chimovits ") (collectively, the " Reporting Persons "). (b) — (c), (f) Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP V, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP VI, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP VIII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. Genesis GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. Genesis GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. BioFund, a limited partnership organized under the laws of State of Israel, is the general partner of a limited partnership as more particularly described in Item 6 below. BioFund has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Her

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On and prior to the closing of the Offering on January 25, 2024: (i) Advisors and GP V, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments V, LP (" OPI V "), as more particularly referred to in Item 6 below, caused OPI V to purchase 1,841,100 Shares in the Offering; (ii) Advisors and GP VI, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VI, LP (" OPI VI "), as more particularly referred to in Item 6 below, caused OPI VI to purchase 242,200 Shares in the Offering; and (iii) Advisors and Genesis GP, pursuant to their authority under the limited partnership agreement of OrbiMed Genesis Master Fund, L.P. (" Genesis "), as more particularly referred to in Item 6 below, caused Genesis to purchase 1,041,700 Shares in the Offering. The source of funds for such purchases was the working capital of OPI V, OPI VI, and Genesis, respectively. As a result of the transactions described in this Item 3, GP V, as the general partner of OPI V, may be deemed to be the beneficial owner of approximately 10.0% of the outstanding Shares, GP VI, as the general partner of OPI VI, may be deemed to be the beneficial owner of approximately 1.3% of the outstanding Shares, Genesis GP, as the general partner of Genesis, may be deemed to be the beneficial owner of approximately 1.7% of the outstanding Shares, and OrbiMed Advisors, as the managing member of GP V, GP VI, and Genesis GP, may be deemed to be the beneficial owner of approximately 12.9% of the outstanding Shares.

Purpose of Transaction

Item 4. Purpose of Transaction The Shares were acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business on behalf of the Reporting Persons' respective advisory clients. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issue

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 75,487,588 Shares outstanding of the Issuer following the closing of the Offering, as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on January 24, 2024. As of the date of this filing, OPI V, a limited partnership organized under the laws of Delaware, holds 7,526,359 Shares, constituting approximately 10.0% of the issued and outstanding Shares. GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V, and Advisors is the managing member of GP V, pursuant to the terms of the limited liability company agreement of GP V. As a result, Advisors and GP V share power to direct the vote and disposition of the Shares held by OPI V and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI V. Advisors exercises this investment and voting power through a management committee comprised of Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 990,254 Shares, constituting approximately 1.3% of the issued and outstanding Shares. GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and Advisors is the managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI. As a result, Advisors and GP VI share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. Advisors exercises this investment and voting power through a management committee comprised of Gordon, Sven H. Borho, and W. Carter Neild, each of whom discla

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP V is the general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V. Pursuant to this agreeme

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View this SC 13D/A filing on SEC EDGAR