As filed with the Securities and Exchange Commission on March 15, 2023

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

Adicet Bio, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		81-3305277
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

200 Berkeley Street, 19th Floor

Boston, MA 02116

(650) 503-9095

(Address of Principal Executive Offices)

 

Adicet Bio, Inc. Amended and Restated 2018 Stock Option and Incentive Plan

Adicet Bio, Inc. Amended and Restated 2018 Employee Stock Purchase Plan

Adicet Bio, Inc. 2022 Inducement Plan

(Full Title of the Plans)
______________________________________________________________

Chen Schor

President and Chief Executive Officer

Adicet Bio, Inc.

200 Berkeley Street, 19th Floor

Boston, MA 02116

(650) 503-9095

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Danielle Lauzon, Esq.

Gabriela Morales-Rivera, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

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STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 2,147,741 shares of common stock, par value $0.0001 per share (“Common Stock”) of Adicet Bio, Inc. (the “Registrant”) to be issued under the Registrant’s Amended and Restated 2018 Stock Option and Incentive Plan (the “2018 Plan”), (ii) an additional 429,548 shares of Common Stock of the Registrant to be issued under the Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (the “2018 ESPP,” and together with the 2018 Plan, the “Plans”) and (iii) an additional 1,000,000 shares of Common Stock under the Registrant’s 2022 Inducement Plan, as amended (the “Inducement Plan”).

 

The additional shares registered under the Plans are of the same class as other securities relating to the Plans for which the Registrant’s Registration Statement on Form S-8 (File No. 333-222746) filed with the Commission on January 29, 2018 is effective. The additional shares registered under the Inducement Plan are of the same class as other securities relating to the Inducement Plan for which the Registrant’s Registration Statement on Form S-8 (File No. 333-263588) filed with the Commission on March 15, 2022 is effective.

 

 

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

 

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EXHIBIT INDEX

Exhibit No.				Description
4.1				Specimen stock certificate evidencing the shares of common stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed on March 15, 2022).
4.2				Third Amended and Restated Certificate of Incorporation of the Registrant (as currently in effect) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 30, 2018).
4.3				Certificate of Amendment of Third Amended and Restated Certificate of Incorporation Of resTORbio, Inc. related to the Reverse Stock Split, dated September 15, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020).
4.4				Certificate of Amendment of Third Amended and Restated Certificate of Incorporation Of resTORbio, Inc. related to the Name Change, dated September 15, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020).
4.5				Amended and Restated Bylaws (as currently in effect) (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 30, 2018).
5.1*				Opinion of Goodwin Procter LLP.
23.1*				Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2*				Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*				Power of Attorney (included on signature page).
99.1				Amended and Restated 2018 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed on March 15, 2022).
99.2				Amended and Restated 2018 Employee Stock Purchase Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed on March 15, 2022).
99.3				Adicet Bio, Inc. 2022 Inducement Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed on March 15, 2022).
99.4				First Amendment to Adicet Bio, Inc. 2022 Inducement Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed on March 15, 2023).
107*				Filing Fee Table

__________________________

*	Filed herewith.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, Commonwealth of Massachusetts, on the 15th day of March, 2023.

		ADICET BIO, INC.
		By:	/s/ Chen Schor
		Name:	Chen Schor
		Title:	President, Chief Executive Officer and Principal Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Chen Schor and Nick Harvey as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

 

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Name		Title		Date
/s/ Chen Schor		Director, President, Chief Executive Officer		March 15, 2023
Chen Schor		(Principal Executive Officer)
/s/ Nick Harvey		Chief Financial Officer		March 15, 2023
Nick Harvey		(Principal Financial and Accounting Officer)
/s/ Jeffrey Chodakewitz		Director		March 15, 2023
Jeffrey Chodakewitz, M.D.
/s/ Steve Dubin		Director		March 15, 2023
Steve Dubin
/s/ Carl Gordon		Director		March 15, 2023
Carl Gordon, Ph.D.
/s/ Aya Jakobovits		Director		March 15, 2023
Aya Jakobovits, Ph.D.
/s/ Michael Kauffman		Director		March 15, 2023
Michael Kauffman, M.D., Ph.D.
/s/ Bastiano Sana		Director		March 15, 2023
Bastiano Sana, Ph.D.
/s/ Andrew Sinclair		Director		March 15, 2023
Andrew Sinclair, Ph.D.

 

 

 

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March 15, 2023

 

Adicet Bio, Inc.

200 Berkeley Street, 19th Floor

Boston, MA 02116

 

 

Re: Securities Being Registered under Registration Statement on Form S-8

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,577,289 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Adicet Bio, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2018 Stock Option and Incentive Plan, Amended and Restated 2018 Employee Stock Purchase Plan and 2022 Inducement Plan, as amended (collectively, the “Plans”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

 

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

Very truly yours,

 

/s/ GOODWIN PROCTER LLP

 

GOODWIN PROCTER LLP

 

ACTIVE/122057074.3

 

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Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 15, 2023, with respect to the consolidated financial statements of Adicet Bio, Inc., incorporated herein by reference.

/s/ KPMG LLP

Boston, Massachusetts
March 15, 2023

 

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Adicet Bio, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Amended and Restated 2018 Stock Option and Incentive Plan Common Stock, $0.0001 par value per share	Other (2)	2,147,741 shares (3)	$7.41 (2)	$15,914,760.81 (2)	0.00011020	$1,753.81
Equity	Amended and Restated 2018 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share	Other (4)	429,548 shares (5)	$6.30 (4)	$2,706,152.40 (4)	0.00011020	$298.22
Equity	2022 Inducement Plan, as Amended Common Stock, $0.0001 par value per share	Other (2)	1,000,000 shares (6)	$7.41 (2)	$7,410,000.00 (2)	0.00011020	$816.59
Total Offering Amounts					$26,030,913.21		$2,868.62
Total Fee Offsets							―
Net Fee Due							$2,868.62

 

 

ACTIVE/122059035.3

 

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ACTIVE/122059035.3

 

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