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

    5/15/25 4:15:23 PM ET
    $ACET
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ACET alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 3)


    Adicet Bio, Inc.

    (Name of Issuer)


    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)


    007002108

    (CUSIP Number)


    03/31/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    TANG CAPITAL MANAGEMENT, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    8,223,612.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    8,223,612.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    8,223,612.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:  Tang Capital Management, LLC ("TCM") shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI") and Kevin Tang. The percentages used herein are based on 82,685,750 shares of Common Stock outstanding as of March 3, 2025, as set forth in the Issuer's Annual Report filed on Form 10-K that was filed with the Securities and Exchange Commission on March 6, 2025.


    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    KEVIN TANG
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    8,223,612.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    8,223,612.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    8,223,612.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:  Kevin Tang shares voting and dispositive power over such shares with TCP, TCPI and TCM.


    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    TANG CAPITAL PARTNERS, LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,732,523.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,732,523.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,732,523.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    5.7 %
    12Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:  TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.


    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    TANG CAPITAL PARTNERS INTERNATIONAL, LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,491,089.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,491,089.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,491,089.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.2 %
    12Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:  TCPI shares voting and dispositive power over such shares with TCM and Kevin Tang.


    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    TANG CAPITAL PARTNERS III, INC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    NEVADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0.0 %
    12Type of Reporting Person (See Instructions)

    CO


    SCHEDULE 13G

    CUSIP No.
    007002108


    1Names of Reporting Persons

    TANG CAPITAL PARTNERS IV, INC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    NEVADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0.0 %
    12Type of Reporting Person (See Instructions)

    CO


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Adicet Bio, Inc.
    (b)Address of issuer's principal executive offices:

    131 Dartmouth Street, 3rd Floor, Boston, MA, 02116
    Item 2. 
    (a)Name of person filing:

    This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and TCPI; Kevin Tang, the manager of TCM and Chief Executive Officer of Tang Capital Partners III, Inc. ("TCP III") and Tang Capital Partners IV, Inc. ("TCP IV"); TCP; TCPI; TCP III; and TCP IV.
    (b)Address or principal business office or, if none, residence:

    The address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.
    (c)Citizenship:

    TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
    (d)Title of class of securities:

    Common Stock, par value $0.0001 per share
    (e)CUSIP No.:

    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:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   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)Checkbox not checked   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)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    8,223,612
    (b)Percent of class:

    9.9%
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    0 shares

     (ii) Shared power to vote or to direct the vote:

    8,223,612 shares

     (iii) Sole power to dispose or to direct the disposition of:

    0 shares

     (iv) Shared power to dispose or to direct the disposition of:

    8,223,612 shares

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 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.Certifications:
     
    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.

        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.

     
    TANG CAPITAL MANAGEMENT, LLC
     
    Signature:/s/ Kevin Tang
    Name/Title:Manager
    Date:05/15/2025
     
    KEVIN TANG
     
    Signature:/s/ Kevin Tang
    Name/Title:Self
    Date:05/15/2025
     
    TANG CAPITAL PARTNERS, LP
     
    Signature:/s/ Kevin Tang
    Name/Title:Manager, Tang Capital Management, LLC, General Partner
    Date:05/15/2025
     
    TANG CAPITAL PARTNERS INTERNATIONAL, LP
     
    Signature:/s/ Kevin Tang
    Name/Title:Manager, Tang Capital Management, LLC, General Partner
    Date:05/15/2025
     
    TANG CAPITAL PARTNERS III, INC
     
    Signature:/s/ Kevin Tang
    Name/Title:Chief Executive Officer
    Date:05/15/2025
     
    TANG CAPITAL PARTNERS IV, INC
     
    Signature:/s/ Kevin Tang
    Name/Title:Chief Executive Officer
    Date:05/15/2025
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