RA Capital details Adicet Bio (ACET) pre-funded warrant and share stake
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Adicet Bio, Inc. received an initial ownership report from RA Capital–related entities, which are ten percent owners. The filing lists indirect holdings of a Pre-Funded Warrant exercisable into 1,152,833 shares of common stock at an exercise price of $0.0001 per share, plus 959,028 shares of common stock held indirectly.
The Pre-Funded Warrants are exercisable immediately and have no expiration date, but contain a 9.99% beneficial ownership cap that prevents exercises taking the group above that level. RA Capital Management, its general partner, the Fund, and Dr. Peter Kolchinsky and Mr. Rajeev Shah each disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrant (Right to Buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant (Right to Buy) — 1,152,833 shares (Indirect, See footnotes);
Common Stock — 959,028 shares (Indirect, See footnotes)
Footnotes (1)
- RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Held directly by the Fund. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. The Pre-Funded Warrants have no expiration date.
Key Figures
Pre-Funded Warrant underlying shares: 1,152,833 shares
Pre-Funded Warrant exercise price: $0.0001 per share
Indirect common stock holdings: 959,028 shares
+2 more
5 metrics
Pre-Funded Warrant underlying shares
1,152,833 shares
Underlying common stock for pre-funded warrant, indirect holding
Pre-Funded Warrant exercise price
$0.0001 per share
Exercise price for pre-funded warrant into common stock
Indirect common stock holdings
959,028 shares
Total shares of Adicet Bio common stock held indirectly
Beneficial ownership cap
9.99%
Maximum aggregate beneficial ownership allowed after warrant exercise
Pre-Funded Warrant expiration
No expiration date
Warrants exercisable immediately with no stated expiry
Key Terms
Pre-Funded Warrant, beneficial ownership, pecuniary interest, Section 13(d) group, +1 more
5 terms
Pre-Funded Warrant financial
"The Pre-Funded Warrants have no expiration date and are exercisable immediately."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficial ownership regulatory
"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein"
Section 13(d) group regulatory
"any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates"
ten percent owner regulatory
"reporting persons are marked as is_ten_percent_owner: 1"
FAQ
What did RA Capital report in its Form 3 for Adicet Bio (ACET)?
RA Capital–related entities reported indirect holdings in Adicet Bio, including pre-funded warrants for 1,152,833 common shares and 959,028 common shares. The filing establishes their status as ten percent owners while detailing the structure and limits of these positions.
What common stock position in Adicet Bio (ACET) did RA Capital disclose?
They disclosed indirect ownership of 959,028 shares of Adicet Bio common stock. According to the footnotes, these shares are held directly by the RA Capital Healthcare Fund, while the related advisory entities and individuals disclaim beneficial ownership beyond their pecuniary interest.
What is the 9.99% beneficial ownership limit on RA Capital’s warrants?
The Pre-Funded Warrants cannot be exercised if doing so would cause the reporting persons, their affiliates, and any Section 13(d) group members to own over 9.99% of Adicet Bio’s outstanding common stock, effectively capping how much can be exercised at any time.
Do RA Capital and its principals claim full beneficial ownership of Adicet Bio securities?
No. The Adviser, its general partner, the Fund, and Dr. Peter Kolchinsky and Mr. Rajeev Shah each disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest, limiting how their economic stake is characterized.