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Adicet Bio, Inc. Announces Closing of $98 Million Public Follow-On Offering and Exercise in Full of the Underwriters’ Option to Purchase Additional Shares

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Adicet Bio, Inc. (Nasdaq: ACET) announced the closing of its underwritten public offering, raising approximately $98.0 million. The offering included 32,379,667 shares of common stock and pre-funded warrants to purchase 8,445,333 shares. Jefferies, Guggenheim Securities, and Truist Securities were involved in the offering. The securities were offered pursuant to a shelf registration statement filed with the SEC on May 9, 2022.
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The completion of Adicet Bio's underwritten public offering, resulting in approximately $98.0 million in gross proceeds, is a significant financial event for the company. This capital inflow enhances the company's financial flexibility and supports its strategic initiatives in developing allogeneic gamma delta T cell therapies. Investors should note the exercise of the underwriters' option to purchase additional shares, a sign of strong market interest that could indicate confidence in the company's prospects. The choice of pre-funded warrants as an alternative for certain investors is also notable, providing an immediate capital boost with future equity conversion possibilities. The pricing of these securities slightly below the public offering price of common stock could incentivize warrant holders to convert to equity, potentially leading to future dilution of current shareholders.

Adicet Bio operates within the highly specialized and competitive field of immunotherapy, focusing on gamma delta T cell therapies. The funds raised through this offering are crucial for advancing clinical trials and potentially accelerating the path to market for their therapies. Given the high costs and risks associated with biotech R&D, the capital ensures the company can maintain its operations without the immediate pressure of financial constraints. Investors should be aware of the industry's long development cycles and regulatory hurdles, which can affect the timeline for returns on investment. Furthermore, the involvement of established investment banks as bookrunners and co-managers demonstrates institutional endorsement, which may influence investor sentiment and the company's ability to secure future financing.

Adicet Bio's adherence to SEC regulations, as evidenced by the effective shelf registration statement and the final prospectus supplement, is crucial for compliance and investor confidence. The legal framework governing public offerings serves to ensure transparency and protect investors by requiring detailed disclosures. The absence of any offer or solicitation in states or jurisdictions where it would be unlawful highlights the company's commitment to regulatory compliance. Potential investors should consider the legal and regulatory environment of biotech companies, as any non-compliance could lead to significant legal risks and financial penalties, impacting the stock's performance and the company's reputation.

REDWOOD CITY, Calif. & BOSTON--(BUSINESS WIRE)-- 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 closing of its previously announced underwritten public offering of 32,379,667 shares of its common stock, which includes 5,325,000 shares sold and issued upon the exercise in full by the underwriters of their option to purchase additional shares of common stock, and, in lieu of common stock to certain investors, pre-funded warrants to purchase 8,445,333 shares of common stock. The shares of common stock were sold at a public offering price of $2.40 per share and the pre-funded warrants were sold at a public offering price of $2.3999 per pre-funded warrant, which represents the per share public offering price of each share of common stock minus the $0.0001 per share exercise price for each pre-funded warrant. The aggregate gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, were approximately $98.0 million. All of the securities in the offering were sold by Adicet.

Jefferies and Guggenheim Securities acted as joint book-running managers for the offering. Truist Securities also acted as a joint bookrunner. Wedbush PacGrow and JMP Securities, A Citizens Company acted as co-managers.

The securities described above were offered by Adicet pursuant to a shelf registration statement that was previously filed with, and subsequently declared effective on May 9, 2022 by, the U.S. Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on January 24, 2024. Copies of the final prospectus supplement and the accompanying prospectus relating to the offered securities may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@Jefferies.com or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Adicet

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 advancing a pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors (CARs), to facilitate durable activity in patients.

Adicet Bio, Inc.

Investor and Media Contacts

Anne Bowdidge

abowdidge@adicetbio.com

Source: Adicet Bio, Inc.

FAQ

How many shares were included in Adicet Bio's public offering?

Adicet Bio's public offering included 32,379,667 shares of its common stock.

How much money was raised from Adicet Bio's public offering?

Approximately $98.0 million was raised from Adicet Bio's public offering.

Who were the book-running managers for Adicet Bio's offering?

Jefferies and Guggenheim Securities acted as joint book-running managers for Adicet Bio's offering.

What type of securities were offered in Adicet Bio's public offering?

Adicet Bio offered 32,379,667 shares of its common stock and pre-funded warrants to purchase 8,445,333 shares in its public offering.

When was the shelf registration statement for the offering filed with the SEC?

The shelf registration statement for the offering was filed with the SEC on May 9, 2022.

Adicet Bio, Inc.

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