Adicet Bio Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
|
|
Trading |
|
|
|
|
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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended 2018 Plan
As described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), on June 5, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Adicet Bio, Inc., a Delaware corporation (the “Company”), the stockholders of the Company approved an amendment to the Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan (the “2018 Plan”, and as amended, the “Amended 2018 Plan”), to increase the number of shares of common stock available to be issued under the 2018 Plan by 5,000,000 shares of common stock to a total of 16,594,548 shares of common stock. The Amended 2018 Plan was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval. The Amended 2018 Plan is described in “Proposal No. 2: Approval of an Amendment to Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Under the Plan by 5,000,000 Shares of Common Stock” beginning on page 13 of the Company’s definitive proxy statement on Schedule 14A, as amended for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”).
The foregoing description of the Amended 2018 Plan is qualified in its entirety by reference to the Amended 2018 Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Contingent Equity Awards
On January 26, 2024 (the “Grant Date”), the Compensation Committee approved to the individuals noted below, effective upon shareholder approval of the Amended 2018 Plan (the “Effective Date”), options to acquire up to the number of shares of common stock at an exercise price equal to the closing price of the common stock on the Grant Date under the Amended 2018 Plan (the “Contingent Option Grants”).
Name |
|
Title |
|
Number of Options |
|
|
Vesting Schedule |
|
Vesting Start Date |
|
Chen Schor |
|
Chief Executive Officer |
|
|
1,770,427 |
|
|
(1) |
|
January 26, 2024 |
Nick Harvey |
|
Chief Financial Officer |
|
|
374,829 |
|
|
(1) |
|
January 26, 2024 |
Francesco Galimi, M.D., Ph.D. |
|
Chief Medical Officer |
|
|
375,077 |
|
|
(1) |
|
January 26, 2024 |
Donald Healey, Ph.D. |
|
Chief Technology Officer |
|
|
271,595 |
|
|
(1) |
|
January 26, 2024 |
Blake Aftab, Ph.D. |
|
Chief Scientific Officer |
|
|
336,911 |
|
|
(1) |
|
January 26, 2024 |
Other members of senior management team |
|
|
|
|
179,064 |
|
|
(1) |
|
January 26, 2024 |
Total |
|
|
|
|
3,307,903 |
|
|
|
|
|
(1) The shares subject to this option vests as follows: 1/48th of the shares shall vest in forty-eight (48) equal monthly installments following the Vesting Start Date; provided that the individual maintains a service relationship with the Company on each such vesting date.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under Item 5.07 of this Form 8-K, at the Annual Meeting and upon the recommendation of the Board, the Company’s stockholders approved (i) a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000 (the “Authorized Shares Amendment”) and (ii) a Certificate of Amendment to the Charter to provide for the exculpation of certain of the Company’s officers as permitted under Delaware law (the “Exculpation Amendment,” and together with the Authorized Shares Amendment, the “Charter Amendments”). The Charter Amendments were previously approved by the Board, subject to stockholder approval.
The Charter Amendments are described in detail under “Proposal No. 3: Approval of an Amendment to Our Third Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 150,000,000 to 300,000,000” and “Proposal No. 4: Approval of an Amendment to Our Third Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Delaware Law” beginning on pages 21 and 23, respectively, of the Proxy Statement in connection with the Annual Meeting.
Following the receipt of stockholder approval, the Company filed (i) the Authorized Shares Amendment, (ii) the Exculpation Amendment and (iii) a Restated Certificate of Incorporation of the Company (the “Restated Certificate”), integrating the Charter
Amendments and the Certificate of Amendment amending the Company’s name, dated September 15, 2020, to the Charter, all pursuant to Section 245 of the Delaware General Corporation Law. The foregoing certificates were filed with the Secretary of State of the State of Delaware on June 6, 2024 and were effective as of such date.
The foregoing descriptions of the Charter Amendments and the Restated Certificate do not purport to be complete and are qualified in their entirety by reference to the full text of the Authorized Shares Amendment, the Exculpation Amendment and the Restated Certificate, a copy of each filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 to this Form 8-K, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 5, 2024. At the Annual Meeting, the Company’s stockholders considered and voted on the seven proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results are set forth below.
Proposal 1 - Election of Class III Director Nominees
The stockholders of the Company elected Michael G. Kauffman, M.D., Ph.D. and Andrew Sinclair, Ph.D. as Class III directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified or until their earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:
Name |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Michael G. Kauffman, M.D., Ph.D. |
|
41,712,563 |
|
7,432,133 |
|
12,424,510 |
Andrew Sinclair, Ph.D. |
|
38,036,535 |
|
11,108,161 |
|
12,424,510 |
Proposal 2 – Approval of an Amendment to Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Under the Plan by 5,000,000 Shares of Common Stock
The stockholders of the Company approved the Amended 2018 Plan to increase the number of shares of common stock available to be issued under the 2018 Plan by 5,000,000 shares of common stock. The results of the stockholders’ vote with respect to the approval of the Amended 2018 Plan were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
28,859,969 |
|
20,278,299 |
|
6,428 |
|
12,424,510 |
Proposal 3 – Approval of an Amendment to Adicet Bio, Inc. Third Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 150,000,000 to 300,000,000
The stockholders of the Company approved the Authorized Shares Amendment to increase the authorized number of shares of the Company’s common stock from 150,000,000 to 300,000,000. The results of the stockholders’ vote with respect to the approval of the Authorized Shares Amendment were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
58,940,904 |
|
2,621,988 |
|
6,314 |
|
12,424,510 |
Proposal 4- Approval of an Amendment to Adicet Bio, Inc. Third Amended and Restated Certificate of Incorporation to Limit the Liability of Certain of the Company’s Officers as Permitted by Delaware Law
The stockholders of the Company approved the Exculpation Amendment to limit the liability of certain of the Company’s officers as permitted by Delaware law. The results of the stockholders’ vote with respect to the approval of the Exculpation Amendment were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
43,646,665 |
|
5,491,648 |
|
6,383 |
|
12,424,510 |
Proposal 5 – Non-Binding Advisory Vote on Compensation of the Company’s Named Executive Officers
The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to the compensation of the Company’s named executive officers were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
29,915,289 |
|
19,213,617 |
|
15,790 |
|
12,424,510 |
Proposal 6 – Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes on the Compensation of the Company’s Named Executive Officers
The stockholders of the Company approved, on a non-binding advisory basis, the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to the frequency of future non-binding advisory votes were as follows:
Every Year |
|
Every Two Years |
|
Every Three Years |
|
Abstain |
|
Broker Non-Votes |
48,172,506 |
|
4,904 |
|
270,698 |
|
696,588 |
|
12,424,510 |
Based on these voting results, and the recommendation of the Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company’s named executive officers.
Proposal 7 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
61,549,197 |
|
8,657 |
|
11,352 |
|
N/A |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
3.1 |
|
|
3.2 |
|
|
3.3 |
|
|
10.1* |
|
Adicet Bio, Inc. Second Amended and Restated 2018 Stock Option and Incentive Plan, as amended. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Indicates a management contract or any compensatory plan, contract or arrangement.
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 hereunto duly authorized.
|
|
|
ADICET BIO, INC. |
|
|
|
|
Date: |
June 7, 2024 |
By: |
/s/ Nick Harvey |
|
|
Name: Title: |
Nick Harvey |