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): December 7, 2021
Adicet Bio, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38359 | 81-3305277 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| | 200 Clarendon Street, Floor 6 Boston, MA | 02116 |
| | (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 503-9095
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 (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | ACET | The Nasdaq Global Market |
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 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On December 7, 2021, 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 a public offering (the “Offering”) of 6,250,000 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) at a price to the public of $14.00 per share. 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 any underwriting discounts and commissions, up to an additional 937,500 shares of Common Stock, which option was exercised in full on December 8, 2021. The net proceeds from the Offering were approximately $94.1 million after deducting the underwriting discount and offering expenses. The Offering closed on December 10, 2021.
The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-254193), filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2021 and declared effective by the Commission on March 30, 2021, as supplemented by a final prospectus supplement dated December 7, 2021, filed on December 9, 2021. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the shares of Common Stock, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events.
On December 7, 2021, the Company issued a press release announcing the Offering. On December 8, 2021, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
1.1 | | Underwriting Agreement, dated as of December 7, 2021, by and among the Company and Jefferies, LLC and Guggenheim Securities, LLC, as representatives of the several underwriters listed on Schedule A thereto |
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 December 7, 2021 |
99.2 | | Press release announcing the pricing of the Offering, dated December 8, 2021 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
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| | ADICET BIO, INC. |
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Date: December 10, 2021 | | By: | /s/ Nick Harvey |
| | Name: | Nick Harvey |
| | Title: | Chief Financial Officer |
