UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Adicet Bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2023 (the “Effective Date”), Bastiano Sanna, Ph.D., a current Class III member of the Board of Directors (the “Board”) of Adicet Bio, Inc. (the “Company”), notified the Company of his resignation from the Board and Audit Committee of the Board (“Audit Committee”), effective as of the Effective Date. Dr. Sanna’s resignation from the Board was not the result of any disagreement with management or the Board or on any matter relating to the Company’s operations, policies or practices. The Board does not expect to nominate a replacement candidate to replace Dr. Sanna. Effective as of the Effective Date, the size of the Board was reduced from nine (9) to eight (8) members.

In connection with Dr. Sanna’s resignation, effective as of the Effective Date, the Board appointed Katie Peng as a member of the Audit Committee. The Board has determined that Ms. Peng meets the requirements for independence of audit committee members under the applicable listing standards of the Nasdaq Global Market and the Securities Exchange Act of 1934, as amended. As of the Effective Date, the Audit Committee is composed of Steve Dubin, serving as chair of the Audit Committee and “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, Andrew Sinclair, Ph.D., and Ms. Peng.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.