Amendment: SEC Form SC 13G/A filed by Adicet Bio Inc.

$ACET
Biotechnology: Pharmaceutical Preparations
Health Care
Get the next $ACET alert in real time by email
SC 13G/A 1 tm2427451d8_sc13ga.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Adicet Bio, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

007002108

(CUSIP Number)

 

September 30, 2024

(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)

xRule 13d-1(c)

¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 007002108

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Management, L.P.

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

 

6

SHARED VOTING POWER

 

8,308,532

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

8,308,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,308,532

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA, PN 

 

 

 

 

CUSIP No. 007002108

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Peter Kolchinsky

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

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

8,308,532

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

8,308,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,308,532

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC, IN

 

 

 

 

CUSIP No. 007002108

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajeev Shah

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

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

8,308,532

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

8,308,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,308,532

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC, IN

 

 

 

 

CUSIP No. 007002108

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Healthcare Fund, L.P.

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

 

6

SHARED VOTING POWER

 

8,308,532

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

8,308,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,308,532

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

Item 1(a). Name of Issuer:

 

Adicet Bio, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

131 Dartmouth Street, Floor 3, Boston, MA 02116

 

Item 2(a).Names of Persons Filing:

 

The names of the persons filing this report (collectively, the “Reporting Persons”) are: 

 

RA Capital Management, L.P. (“RA Capital”) 

Peter Kolchinsky

Rajeev Shah

RA Capital Healthcare Fund, L.P. (the “Fund”)

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is: 

c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116

 

Item 2(c).Citizenship:

 

RA Capital and the Fund are Delaware limited partnerships.

Dr. Kolchinsky and Mr. Shah are United States citizens.

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

Item 2(e).CUSIP Number:

 

007002108

 

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:

 

Not applicable.

 

Item 4.Ownership.

 

The Fund directly holds (i) 7,541,000 shares of Common Stock and (ii) 8,445,333 Pre-funded warrants (“Pre-Funded Warrants”), through which it has the right to acquire 8,445,333 shares of Common Stock subject to a Beneficial Ownership Blocker (as defined below).

 

 

 

 

The shares reported herein for the Reporting Persons represent (i) 7,541,000 shares of Common Stock held directly, and (ii) 767,532 shares of Common Stock that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants are subject to a beneficial ownership blocker (“Beneficial Ownership Blocker”), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Reporting Persons, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Reporting Persons are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 8,308,532 shares of Common Stock.

 

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages reported are based on the sum of (i) 82,400,960 outstanding shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed on August 13, 2024; and (ii) 767,532 shares of Common Stock of which the Reporting Persons may acquire beneficial ownership upon the exercise of Pre-Funded Warrants as limited by the Beneficial Ownership Blocker.

 

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

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.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

 

 

 

Exhibit List

 

Exhibit 1: Joint Filing Agreement

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 14, 2024

 

RA CAPITAL MANAGEMENT, L.P.  
   
By: /s/ Peter Kolchinsky  
  Name: Peter Kolchinsky  
  Title: Authorized Signatory  
   
PETER KOLCHINSKY  
   
/s/ Peter Kolchinsky  
   
RAJEEV SHAH  
   
/s/ Rajeev Shah  
   
RA CAPITAL HEALTHCARE FUND, L.P.  
   
By: RA Capital Healthcare Fund GP, LLC  
Its: General Partner  
   
By: /s/ Peter Kolchinsky  
  Name: Peter Kolchinsky  
  Title: Manager  

 

 

 

Get the next $ACET alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$ACET

DatePrice TargetRatingAnalyst
9/30/2024$7.00Buy
Guggenheim
9/11/2024Buy → Neutral
H.C. Wainwright
6/27/2023Buy → Neutral
Guggenheim
6/27/2023Mkt Outperform → Mkt Perform
JMP Securities
6/1/2023$20.00 → $6.00Overweight → Neutral
JP Morgan
9/21/2022$23.00Overweight
JP Morgan
3/31/2022$28.00Outperform
SMBC Nikko
3/8/2022$30.00Buy
Truist Securities
More analyst ratings

$ACET
Press Releases

Fastest customizable press release news feed in the world

See more
  • Adicet Bio to Participate in 2025 Canaccord Genuity Horizons in Oncology Virtual Conference

    Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced that Chen Schor, President and Chief Executive Officer, will participate in a panel at the Canaccord Genuity Horizons in Oncology Virtual Conference being held April 7, 2025. Details of the event are as follows: Panel: "CAR T Approaches in the Autoimmune Space" Date: Monday, April 7, 2025 Time: 3:00 p.m. ET About Adicet Bio, Inc. Adicet Bio, Inc. is a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer. Adicet is ad

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Bio Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Company Progress

    Phase 1 clinical trial of ADI-001 in autoimmune diseases ongoing; on track to report preliminary clinical data from lupus nephritis (LN) patient cohort in 1H25 Additional LN clinical data and preliminary clinical data from other autoimmune patient cohorts anticipated in 2H25 Initiation of ADI-001 Phase 1 clinical trial patient enrollment in systemic lupus erythematosus (SLE), systemic sclerosis (SSc), idiopathic inflammatory myopathy (IIM) and stiff person syndrome (SPS) expected in 2Q25; anti-neutrophil cytoplasmic autoantibody (ANCA) associated vasculitis (AAV) patient enrollment expected to be initiated in 2H25 Advancing patient enrollment in ADI-270 Phase 1 clinical trial in patients

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Announces Poster Presentations Highlighting ADI-270 Data at the Society for Immunotherapy of Cancer (SITC) 2025 Spring Scientific Meeting

    Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced the acceptance of two abstracts for poster presentations at the upcoming Society for Immunotherapy of Cancer (SITC) 2025 Spring Scientific Meeting taking place March 12-14, 2025, in San Diego, C.A. Details of the poster presentation are as follows: Abstract Title: ADI-270, an Armored Allogeneic Anti-CD70 γδ CAR T Cell Therapy, Demonstrates Improved Efficacy and Safety in Preclinical Models Compared to Conventional αβ CAR Benchmarks Poster/Abstract Number: 39 Presenting Author: Shon Green, Ph.D. Date/

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care

$ACET
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$ACET
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$ACET
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$ACET
SEC Filings

See more

$ACET
Leadership Updates

Live Leadership Updates

See more
  • Adicet Bio Appoints Julie Maltzman, M.D. as Chief Medical Officer

    Dr. Maltzman Brings Oncology and Autoimmune Experience in All Stages of Drug Development, from Early-Stage Research to Successful Regulatory Approvals and Commercialization Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced the appointment of Julie Maltzman, M.D. as Chief Medical Officer, effective January 13, 2025. Dr. Maltzman will lead the Adicet clinical development strategy to advance Adicet's robust autoimmune and oncology pipeline. "We are incredibly pleased to welcome Julie to the Adicet team. Her vast experience in successfully leading the c

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Bio Appoints Lloyd Klickstein, M.D., Ph.D. to the Board of Directors

    Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced the appointment of Lloyd Klickstein, M.D., Ph.D. to its Board of Directors. "We are pleased to welcome Dr. Klickstein to our Board of Directors," said Chen Schor, President and Chief Executive Officer of Adicet Bio. "Dr. Klickstein's expertise in rheumatology and immunology, proven track record in drug development and his scientific knowledge of our gamma delta T cell platform as a former executive at Adicet will be very valuable as we progress our autoimmune programs across multiple indications. I loo

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Reports Second Quarter 2023 Financial Results and Provides Business Updates

    Announced encouraging safety and efficacy data in ongoing Phase 1 study of ADI-001 for the potential treatment of relapsed or refractory B-cell non-Hodgkin's lymphoma (NHL) On track to report a clinical update for ADI-001 in second half of 2024 Plan to file Investigational New Drug Application (IND) for ADI-925 in H2 2023 and ADI-270 in H1 2024 Strong balance sheet with $205.5 million in cash and cash equivalents as of June 30, 2023 Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for cancer, today reported financial results and operational highlights for the second quarter ended June 30, 2023.

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care

$ACET
Financials

Live finance-specific insights

See more
  • Adicet Provides Corporate Update and Highlights Strategic Priorities for 2024

    Expanding clinical development of ADI-001 into autoimmune diseases following clearance of Investigational New Drug Application (IND); plan to initiate Phase 1 clinical study in 2Q 2024 Focusing enrollment on mantle cell lymphoma (MCL) in ongoing ADI-001 Phase 1 clinical trial given favorable complete response (CR) rate, durability, and safety ADI-001 clinical update expected 2H 2024 ADI-270 IND submission in renal cell carcinoma expected in 2Q 2024 Updated cash runway into 2H 2025 Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for cancer and autoimmune diseases, today provided corporate upda

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Bio to Host Conference Call to Provide Updates on its Clinical Pipeline and Corporate Outlook

    Adicet Bio, Inc. (NASDAQ:ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for cancer, today announced that the Company will host a conference call and webcast presentation on Thursday, January 4, 2024 at 8:00am ET to provide an update on its clinical pipeline and corporate outlook. Conference Call and Webcast Event The live webcast of the presentation can be accessed by registering under "Presentations & Events" in the investors section of the Company's website at https://www.adicetbio.com. Upon registration, all participants will receive a confirmation email with a unique passcode to provide access to the webcast event. To

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Adicet Bio Reports Positive Data from Ongoing ADI-001 Phase 1 Trial in Patients with Relapsed or Refractory Aggressive B-Cell Non-Hodgkin's Lymphoma (NHL)

    ADI-001 demonstrated 71% overall response rate (ORR) and 63% complete response (CR) rate across all dose levels in patients with median 4 prior lines of therapy; 50% of patients enrolled had previously progressed on anti-CD19 chimeric antigen receptor T cell (CAR T) therapy 83% ORR and 67% CR rate observed in heavily pre-treated patients who had progressed on prior CAR T Six-month CR rate consistent with autologous CAR T cell therapy Favorable safety with no significant incidence of CRS (cytokine release syndrome) or ICANS (immune effector cell associated neurotoxicity syndrome) Robust pharmacokinetic profile in dose level 4 (DL4) with Cmax and Day 28 persistence exceeding approved

    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care

$ACET
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more