Orbimed Amends Adicet Bio Stake

TL;DR

Orbimed just updated their Adicet Bio filing - big shareholder watching closely.

AI Summary

On March 21, 2024, Orbimed Advisors LLC, along with affiliated entities and individuals including Carl L. Gordon and Erez Chimovits, filed an amendment to their Schedule 13D for Adicet Bio, Inc. This filing indicates a change in beneficial ownership, though specific new holdings or disposal amounts are not detailed in this excerpt. The filing is an amendment to a previous filing concerning Adicet Bio, Inc., a company focused on pharmaceutical preparations.

Why It Matters

This filing signals a potential shift in major shareholder influence or strategy for Adicet Bio, Inc., which could impact its stock price and future corporate actions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors like Orbimed can lead to stock price volatility and signal shifts in company strategy.

Key Numbers

• 20240321 — Filing Date (Date of the amendment filing)

Key Players & Entities

• Orbimed Advisors LLC (company) — Filing entity
• Adicet Bio, Inc. (company) — Subject company
• Carl L. Gordon (person) — Group member
• Erez Chimovits (person) — Group member
• resTORbio, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — 3,984 shares of common stock, par value $0.0001 per share, outstanding of Adicet Bio, I

Filing Documents

• ss3173481_sc13da.htm (SC 13D/A) — 235KB
• ss3173481_ex9901.htm (EX-99.1) — 15KB
• 0000947871-24-000300.txt ( ) — 252KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 7 (" Amendment No. 7 ") 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, Amendment No. 5 filed with the SEC on June 29, 2023, and Amendment No. 6 filed with the SEC on January 29, 2024 (" Amendment No. 6 "). This Amendment No. 7 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 131 Dartmouth Street, 3rd 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. This Amendment No. 7 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% as a result of an increase in the number of Shares outstanding.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 7 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,

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction 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 Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 82,153,984 Shares outstanding of the Issuer as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 19, 2024. As of the date of this filing, OrbiMed Private Investments V, LP (" OPI V "), a limited partnership organized under the laws of Delaware, holds 7,526,359 Shares, constituting approximately 9.2% 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 ownership of the Shares held by OPI V. As of the date of this filing, OrbiMed Private Investments VI, LP (" OPI VI "), a limited partnership organized under the laws of Delaware, holds 990,254 Shares, constituting approximately 1.2% 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,

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 agreement and relationship, GP V has discretionary investment management authority with respect to the assets of OPI V. Such authority includes the power to vote and otherwise dispose of securities held by OPI V. The number of outstanding Shares attributable to OPI V is 7,526,359 Shares. GP V, pursuant to its authority under the limited partnership agreement of OPI V, may be considered to hold indirectly 7,526,359 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VI is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, GP VI has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 990,254 Shares. GP VI, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 990,254 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, Genesis GP is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, Genesis GP has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis. The number of outstanding Shares attributable to Genesis is 1,255,985 Shares. Genesis GP, pursuant to its authority under the limited par

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