UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
|
|
Trading |
|
|
|
|
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.
On August 15, 2024, Michael Kauffman, M.D., Ph.D., a 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 Nominating and Corporate Governance Committee (the “NCG Committee”), effective as of August 19, 2024. Dr. Kauffman’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.
On August 19, 2024, upon the recommendation of the NCG Committee, the Board appointed Lloyd Klickstein, M.D., Ph.D. to the Board, effective as of August 19, 2024, to fill the vacancy on the Board. Dr. Klickstein will serve as a Class III director until his term expires at the 2027 annual meeting of stockholders at which time he will stand for reelection by the Company’s stockholders. The Board determined that Dr. Klickstein is independent under the listing standards of The Nasdaq Stock Market (“Nasdaq”). Dr. Klickstein was also appointed to serve on the NCG Committee.
As a non-employee director, Dr. Klickstein will receive cash compensation for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”). In addition, pursuant to the Director Compensation Policy, Dr. Klickstein was granted an option to purchase 70,200 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Market on August 19, 2024, with the shares vesting and becoming exercisable in thirty-six (36) equal monthly installments commencing on August 19, 2024, subject to the continued service of Dr. Klickstein on the Board. Dr. Klickstein is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Klickstein and any other persons pursuant to which he was selected as a director. In addition, Dr. Klickstein has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
Item 7.01 Regulation FD Disclosure.
On August 19, 2024, the Company issued a press release announcing Dr. Kauffman’s resignation from the Board and Dr. Klickstein’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press release issued by Adicet Bio, Inc. on August 19, 2024, furnished herewith. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
|
|
|
ADICET BIO, INC. |
|
|
|
|
Date: |
August 19, 2024 |
By: |
/s/ Nick Harvey |
|
|
Name: Title: |
Nick Harvey |
Adicet Appoints Lloyd Klickstein, M.D., Ph.D. to the Board of Directors
REDWOOD CITY, Calif. & BOSTON – August 19, 2024 – 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 appointment of Lloyd Klickstein, M.D., Ph.D. to its Board of Directors.
“We are pleased to welcome Dr. Klickstein to our Board of Directors,” said Chen Schor, President and Chief Executive Officer of Adicet Bio. “Dr. Klickstein’s expertise in rheumatology and immunology, proven track record in drug development and his scientific knowledge of our gamma delta T cell platform as a former executive at Adicet will be very valuable as we progress our autoimmune programs across multiple indications. I look forward to working with Lloyd and to his contributions to our board and pipeline of differentiated gamma delta CAR T therapies.”
“Leveraging its proprietary gamma delta T cell platform, Adicet has the potential to develop groundbreaking therapies for autoimmune and oncology indications. I am pleased to join the Board of Directors at Adicet,” said Dr. Klickstein. “I look forward to collaborating with my esteemed colleagues on the board and the management team to drive Adicet's mission of delivering best-in-class gamma delta cell therapies to patients in need.”
Dr. Klickstein has over two decades of leadership experience in the biopharmaceutical industry and biomedical research. He currently serves as President and Chief Executive Officer of Koslapp Therapeutics, Inc. and is the Board Chair of the Lupus Foundation of New England. Dr. Klickstein co-founded Versanis Bio, Inc., where he held multiple executive roles, prior to the Company’s acquisition by Eli Lilly and Co. Before that, he held positions of Chief Innovation Officer at Adicet, Chief Scientific Officer at resTORbio, Inc. (Adicet’s predecessor company) and served as an independent board member at Blade Therapeutics, Inc. Prior to that, Dr. Klickstein was the Global Head of Translational Medicine for the New Indication Discovery Unit and the Exploratory Disease Area at Novartis Institutes for Biomedical Research, overseeing the development of innovative programs across various therapeutic areas. Previously, he was an academic physician-scientist at Brigham and Women’s Hospital (BWH). Dr. Klickstein holds a B.S. from Tufts University and an M.D. and Ph.D. from Harvard University. He completed post-graduate clinical training in Internal Medicine, Rheumatology & Immunology at BWH and a post-doctoral research fellowship at the Center for Blood Research in Boston.
About Adicet Bio, Inc.
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. For more information, please visit the Company’s website at https://www.adicetbio.com.
Forward-Looking Statements
This press release contains "forward-looking statements" of Adicet within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the business and operations of Adicet. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding: Adicet’s expected growth as a company; Adicet’s plans and expectations for advancing its autoimmune programs across multiple indications; Adicet’s potential to develop best-in-class therapies for autoimmune and oncology indications; and the anticipated contribution of the members of Adicet’s Board of Directors to the Company’s business.
Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events, and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements, including without limitation, the effect of global economic conditions and public health emergencies on Adicet’s business and financial results, including with respect to disruptions to our preclinical and clinical studies, business operations, employee hiring and retention, and ability to raise additional capital; Adicet’s ability to execute on its strategy including obtaining the requisite regulatory approvals on the expected timeline, if at all; that positive results, including interim results, from a preclinical or clinical study may not necessarily be predictive of the results of future or ongoing studies; clinical studies may fail to demonstrate adequate safety and efficacy of Adicet’s product candidates, which would prevent, delay, or limit the scope of regulatory approval and commercialization; and regulatory approval processes of the U.S. Food and Drug Administration and comparable foreign regulatory authorities are lengthy, time-consuming, and inherently unpredictable; and Adicet’s ability to meet production and product release expectations. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause Adicet’s actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Adicet’s most recent quarterly report on Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission (SEC), as well as discussions of potential risks, uncertainties, and other important factors in Adicet’s other filings with the SEC. All information in this press release is as of the date of the release, and Adicet undertakes no duty to update this information unless required by law.
Adicet Bio, Inc.
Contacts
Investors:
Anne Bowdidge
abowdidge@adicetbio.com
Janhavi Mohite
Precision AQ
212-362-1200
Janhavi.mohite@precisionaq.com
Media:
Kerry Beth Daly
kbdaly@adicetbio.com