Woodline Partners LP has disclosed a passive ownership stake in Adicet Bio, Inc., reporting beneficial ownership of 625,000 shares of common stock. This position represents 6.5% of Adicet Bio’s outstanding common shares.
The ownership percentage is based on approximately 9,578,474 shares outstanding, reflecting a 1‑for‑16 reverse stock split effective December 30, 2025. The shares are held by Woodline Master Fund LP, for which Woodline Partners acts as investment adviser, and are certified as being held in the ordinary course of business without the purpose of influencing control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Adicet Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
007002207
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
007002207
1
Names of Reporting Persons
Woodline Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
625,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
625,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
625,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This statement is filed by Woodline Partners LP ("Woodline Partners" or the "Reporting Person"), a Delaware limited partnership, and the investment adviser to Woodline Master Fund LP (the "Woodline Fund"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Adicet Bio, Inc. (the "Company") directly held by the Woodline Fund.
The filing of this statement should not be construed as an admission that the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of Woodline Partners is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.
(c)
Citizenship:
Woodline Partners is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
007002207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of approximately 9,578,474 shares of Common Stock outstanding which is based on 153,255,581 shares of Common Stock outstanding as of November 14, 2025, as reported in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the "SEC") on November 17, 2025, and gives effect to the 1-for-16 reverse stock split effective as of December 30, 2025, as reported in the Company's Current Report on Form 8-K filed with the SEC on December 29, 2025.
(b)
Percent of class:
6.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Woodline Fund has right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Woodline Partners LP
Signature:
/s/ Erin Mullen
Name/Title:
Erin Mullen, General Counsel & Chief Compliance Officer
What stake did Woodline Partners report in Adicet Bio (ACET)?
Woodline Partners reported beneficial ownership of 625,000 shares of Adicet Bio common stock, representing 6.5% of the outstanding shares. This stake is held through Woodline Master Fund LP, with Woodline Partners acting as investment adviser.
How was Woodline’s 6.5% ownership in Adicet Bio (ACET) calculated?
The 6.5% ownership was calculated using approximately 9,578,474 shares of Adicet Bio common stock outstanding. That share count reflects 153,255,581 shares and incorporates a 1‑for‑16 reverse stock split effective December 30, 2025.
Is Woodline Partners’ position in Adicet Bio (ACET) passive or activist?
Woodline Partners certified that its Adicet Bio position is held in the ordinary course of business and not for changing or influencing control. The filing is on Schedule 13G, which is used for passive beneficial ownership.
Who actually holds the Adicet Bio (ACET) shares reported by Woodline?
The Adicet Bio common shares are directly held by Woodline Master Fund LP. Woodline Partners LP, a Delaware limited partnership, is the investment adviser to that fund and reports beneficial ownership on its Schedule 13G filing.
What voting and dispositive powers does Woodline report over Adicet Bio (ACET) shares?
Woodline reports sole voting power over 625,000 shares and sole dispositive power over the same amount. It reports no shared voting or dispositive power, indicating centralized control over how these shares are voted and disposed.
Which entity can receive dividends from Woodline’s Adicet Bio (ACET) shares?
The filing states that Woodline Master Fund LP has the right to receive, or direct the receipt of, dividends or sale proceeds from more than 5% of Adicet Bio’s common stock, reflecting its economic interest in the position.
