Adicet Bio Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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

Adicet Bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors.

On April 14, 2025, Carl L. Gordon, Ph.D., a Class II member of the board of directors (the “Board”) of Adicet Bio, Inc. (the “Company”), notified the Company of his resignation from the Board and Compensation Committee of the Board (the “Compensation Committee”), effective on April 17, 2025. Dr. Gordon’s resignation from the Board was not the result of any disagreement with management or the Board or on any matter relating to the Company’s operations, policies or practices.

On April 16, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Michael Grissinger to the Board, effective as of April 17, 2025, to fill the vacancy resulting from Dr. Gordon’s resignation. Mr. Grissinger will serve as a Class II director until his term expires at the 2026 annual meeting of stockholders at which time he will stand for reelection by the Company’s stockholders. The Board determined that Mr. Grissinger is independent under the listing standards of The Nasdaq Stock Market (“Nasdaq”). Mr. Grissinger was also appointed to serve on the Compensation Committee.

As a non-employee director, Mr. Grissinger will receive cash compensation for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”). In addition, pursuant to the Director Compensation Policy, Mr. Grissinger was granted an option to purchase 70,200 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Market on April 17, 2025,with the shares vesting and becoming exercisable in thirty-six (36) equal monthly installments commencing on April 17, 2025, subject to the continued service of Mr. Grissinger on the Board. Mr. Grissinger is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Grissinger and any other persons pursuant to which he was selected as a director. In addition, Mr. Grissinger has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

Item 7.01 Regulation FD Disclosure.

On April 17, 2025, the Company issued a press release announcing Mr. Grissinger’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Exhibits.

(d) Exhibits

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 thereunto duly authorized.