As filed with the Securities and Exchange Commission on March 15, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Adicet Bio, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 81-3305277 |
(State or other jurisdiction of incorporation or organization) |
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200 Berkeley Street, 19th Floor
Boston, MA 02116
(650) 503-9095
(Address of Principal Executive Offices)
Adicet Bio, Inc. Amended and Restated 2018 Stock Option and Incentive Plan
Adicet Bio, Inc. Amended and Restated 2018 Employee Stock Purchase Plan
Adicet Bio, Inc. 2022 Inducement Plan
(Full Title of the Plans)
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Chen Schor
President and Chief Executive Officer
Adicet Bio, Inc.
200 Berkeley Street, 19th Floor
Boston, MA 02116
(650) 503-9095
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Danielle Lauzon, Esq.
Gabriela Morales-Rivera, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
| Accelerated filer ☐ |
Non-accelerated filer ☒ |
| Smaller reporting company ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 2,147,741 shares of common stock, par value $0.0001 per share (“Common Stock”) of Adicet Bio, Inc. (the “Registrant”) to be issued under the Registrant’s Amended and Restated 2018 Stock Option and Incentive Plan (the “2018 Plan”), (ii) an additional 429,548 shares of Common Stock of the Registrant to be issued under the Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (the “2018 ESPP,” and together with the 2018 Plan, the “Plans”) and (iii) an additional 1,000,000 shares of Common Stock under the Registrant’s 2022 Inducement Plan, as amended (the “Inducement Plan”).
The additional shares registered under the Plans are of the same class as other securities relating to the Plans for which the Registrant’s Registration Statement on Form S-8 (File No. 333-222746) filed with the Commission on January 29, 2018 is effective. The additional shares registered under the Inducement Plan are of the same class as other securities relating to the Inducement Plan for which the Registrant’s Registration Statement on Form S-8 (File No. 333-263588) filed with the Commission on March 15, 2022 is effective.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
EXHIBIT INDEX
Exhibit No. |
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| Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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5.1* |
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23.1* |
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| Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
23.2* |
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24.1* |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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107* |
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__________________________
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, Commonwealth of Massachusetts, on the 15th day of March, 2023.
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| ADICET BIO, INC. | |
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| By: | /s/ Chen Schor |
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| Name: | Chen Schor |
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| Title: | President, Chief Executive Officer and Principal Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Chen Schor and Nick Harvey as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
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| Date |
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/s/ Chen Schor |
| Director, President, Chief Executive Officer |
| March 15, 2023 |
Chen Schor |
| (Principal Executive Officer) |
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/s/ Nick Harvey |
| Chief Financial Officer |
| March 15, 2023 |
Nick Harvey |
| (Principal Financial and Accounting Officer) |
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/s/ Jeffrey Chodakewitz |
| Director |
| March 15, 2023 |
Jeffrey Chodakewitz, M.D. |
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/s/ Steve Dubin |
| Director |
| March 15, 2023 |
Steve Dubin |
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/s/ Carl Gordon |
| Director |
| March 15, 2023 |
Carl Gordon, Ph.D. |
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/s/ Aya Jakobovits |
| Director |
| March 15, 2023 |
Aya Jakobovits, Ph.D. |
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/s/ Michael Kauffman |
| Director |
| March 15, 2023 |
Michael Kauffman, M.D., Ph.D. |
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/s/ Bastiano Sana |
| Director |
| March 15, 2023 |
Bastiano Sana, Ph.D. |
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/s/ Andrew Sinclair |
| Director |
| March 15, 2023 |
Andrew Sinclair, Ph.D. |
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