SEC Form SC 13D/A filed by Adicet Bio Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Jeffrey Ferguson
The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
(202) 729-5626
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 25, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
| 1 |
Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
CO | |||||
| 1 |
Names of Reporting Persons
Carlyle Holdings I GP Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
CO | |||||
| 1 |
Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| 1 |
Names of Reporting Persons
Carlyle Holdings I L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
PN | |||||
| 1 |
Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| 1 |
Names of Reporting Persons
TC Group, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| 1 |
Names of Reporting Persons
Carlyle Investment Management L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| 1 |
Names of Reporting Persons
Carlyle Genesis UK LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| 1 |
Names of Reporting Persons
Abingworth LLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
PN | |||||
| 1 |
Names of Reporting Persons
Abingworth Bioventures 8 LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
3,060,292 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
3,060,292 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,292 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14 | Type of Reporting Person
PN | |||||
Explanatory Note
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on March 8, 2021 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Adicet Bio, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On January 25, 2024, Abingworth Bioventures 8 LP purchased 833,333 shares of Common Stock in a private placement from the Issuer at a purchase price of $2.40 per share (the “January 2024 PIPE”). Abingworth Bioventures 8 LP purchased the Common Stock with its investment capital.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
January 2024 PIPE
Item 3 above summarizes the January 2024 PIPE and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 75,487,588 shares of Common Stock outstanding following the closing of the January 2024 PIPE, as disclosed in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 24, 2024.
| Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| The Carlyle Group Inc. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Carlyle Holdings I GP Inc. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Carlyle Holdings I GP Sub L.L.C. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Carlyle Holdings I L.P. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| TC Group, L.L.C. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Carlyle Investment Management L.L.C. |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Carlyle Genesis UK LLC |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Abingworth LLP |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
| Abingworth Bioventures 8 LP |
3,060,292 | 4.1 | % | 0 | 3,060,292 | 0 | 3,060,292 | |||||||||||||||||
The shares of Common Stock reported herein include (i) 2,986,292 shares of Common Stock held of record by Abingworth Bioventures 8 LP and (ii) 74,000 shares of Common Stock underlying stock options exercisable within 60 days as of the date hereof.
The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.
| (c) | During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock, other than the January 2024 PIPE, |
| (d) | None. |
| (e) | As of January 25, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock. |
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| Exhibit |
Description | |
| 1 | Joint Filing Agreement (previously filed) | |
| 2 | Power of Attorney. | |
SIGNATURES
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.
Date: February 7, 2024
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings I GP Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I GP Sub L.L.C. | ||
| By: Carlyle Holdings I GP Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I L.P. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC Group, L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| Carlyle Investment Management L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Genesis UK LLC | ||
| By: Carlyle Investment Management L.L.C., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Abingworth LLP | ||
| By: | /s/ John Heard | |
| Name: | John Heard | |
| Title: | Authorized Signatory | |
| Abingworth Bioventures 8 LP | ||
| By: | /s/ John Heard | |
| Name: | John Heard | |
| Title: | Authorized Signatory | |