Adicet Bio Inc SEC Filings

Adicet Bio (ACET) called a virtual special meeting to seek stockholder approval to amend its charter to effect a reverse stock split within a range of one-for-five to one-for-thirty, with the exact ratio set by the board in its sole discretion. The company says the split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement; its closing bid was $0.6903 on November 4, 2025.

The meeting is scheduled for December 19, 2025 at 8:00 a.m. ET, and will be held online at www.virtualshareholdermeeting.com/ACET2025SM. Only holders of record as of November 14, 2025 may vote. A separate proposal would allow adjournment to solicit additional proxies if needed.

If implemented, fractional shares will be paid in cash, outstanding share counts will be reduced by the chosen ratio, and authorized shares will remain at 300,000,000, increasing the proportion of authorized but unissued shares. The board may implement the split within one year of approval or abandon it at its discretion.

Adicet Bio (ACET) reported Q3 2025 results with a net loss of $26,856,000 and total operating expenses of $27,952,000 (research and development $22,853,000; general and administrative $5,099,000). Interest income was $1,172,000.

Liquidity remained the key focus. As of September 30, 2025, cash and cash equivalents were $29,099,000 and short‑term U.S. treasury investments were $73,999,000. Net cash used in operating activities for the nine months was $74,337,000. Management states current cash, cash equivalents and short‑term treasuries are expected to fund operations for at least twelve months from issuance.

In October 2025, the company completed an underwritten registered direct offering of 70,001,000 shares at $1.00 and pre‑funded warrants to purchase 10,000,000 shares at $0.9999, generating net proceeds of approximately $74,800,000. ACET transferred its listing to the Nasdaq Capital Market on October 9, 2025 for an additional compliance period under the minimum bid price rule. Shares outstanding were 153,255,581 as of November 3, 2025.

Adicet Bio (ACET) filed an 8-K stating it announced financial results for the quarter ended September 30, 2025.

The detailed results are provided in a press release furnished as Exhibit 99.1. The company specifies that the information in this report and Exhibit 99.1 is being furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference except as specifically stated.

OrbiMed-related entities reported purchases of Adicet Bio (ACET) common stock on 10/08/2025. The filings show two registered direct offering purchases: 1,500,000 shares at $1 and 3,500,000 shares at $1, increasing combined holdings across affiliated OrbiMed funds and GP vehicles to 9,026,359 and 4,490,254 shares in specific accounts, with additional holdings noted across other funds. The report lists multiple OrbiMed entities and explains their record ownership and GP relationships, while each entity disclaims direct beneficial ownership except to the extent of pecuniary interest. The Form 4s are signed by Carl L. Gordon on 10/10/2025.

OrbiMed filed Amendment No. 8 to its Schedule 13D reporting its holdings in Adicet Bio, Inc. following an underwritten registered direct offering completed on 10/08/2025. The offering issued 70,001,000 new Shares at $1.00 each and raised the issuer's total outstanding Shares to 153,253,530, which reduced the Reporting Persons' ownership percentage.

Collectively, the Reporting Persons may be deemed to beneficially own 14,772,598 Shares, representing 9.6% of the outstanding class. Two affiliated limited partnerships participated directly in the offering: OPI V purchased 1,500,000 Shares and OPI VI purchased 3,500,000 Shares, each at $1.00 per Share. The filing reiterates that OrbiMed acts as manager/general partner to several funds that hold these positions and preserves discretion to buy or sell in the future.

Adicet Bio (ACET) reports early Phase 1 results for its cell therapy ADI-001 in autoimmune indications based on seven treated patients (five lupus nephritis, two systemic lupus erythematosus) with follow-up of two to nine months. All five LN patients achieved renal response—three complete responses and two partial responses—and all responses remain ongoing. Across all seven patients, rapid and sustained reductions in disease activity scores (SLEDAI-2K and PGA) were observed, and all patients stopped immunosuppressants and reduced corticosteroids to physiologic levels. ADI-001 produced immunologic changes described as elimination of dominant B cell clones and emergence of a new B cell repertoire after a single dose.

Safety through August 31, 2025 was described as generally well tolerated with no serious adverse events, no ICANS, no GvHD/HLH-MAS or prolonged neutropenia; two Grade 1 CRS events and one Grade 1 infection occurred. The company plans an FDA meeting in Q1 2026 to inform pivotal design and anticipates initiating a Phase 2 pivotal study in Q2 2026. The Phase 1 program is open to multiple autoimmune indications with >25 global sites. Capital structure disclosures show 18,184,820 stock options outstanding (weighted-average exercise price $2.56), 8,445,333 pre-funded warrants (exercise price $0.0001), and several share reserve pools.

Adicet Bio (ACET) reported early clinical results for its cell therapy ADI-001 in seven autoimmune patients (five with lupus nephritis (LN) and two with systemic lupus erythematosus (SLE)) with two- to nine-month follow-up. All five LN patients achieved a renal response—three complete responses and two partial responses—and responses remained ongoing. Patients showed rapid, sustained reductions in disease activity scores (SLEDAI-2K and PGA) and discontinued immunosuppressants while tapering corticosteroids. Biomarker changes described an immune reset with elimination of dominant B cell clones and emergence of naive B cells after a single dose. Through August 31, 2025, ADI-001 was generally well tolerated: no serious adverse events or ICANS, two Grade 1 CRS events, one Grade 1 infection, and no GvHD, HLH-MAS, or prolonged neutropenia. The company plans an FDA meeting in Q1 2026 and anticipates initiating a Phase 2 pivotal study in Q2 2026, while continuing Phase 1 enrollment and expanding Phase 1 into additional autoimmune indications.