Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Adicet Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
007002108
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
| Page 1 of 10 Pages |
|
CUSIP No. 007002108
|
13G/A | Page 2 of 10 Pages |
| 1 |
NameS
of Reporting Persons
Tang Capital Management, LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group* | (a)
☐ ( b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares BENEFICIALLY Owned by Each Reporting Person with |
5 |
Sole Voting Power
0 |
| 6 | Shared Voting Power
8,216,960 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
8,216,960 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
8,216,960 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.97% |
| 12 | type of reporting person
OO |
| Page 2 of 10 Pages |
CUSIP No. 007002108
|
13G/A | Page 3 of 10 Pages |
| 1 | NameS
of Reporting Persons
Kevin Tang
| |
| 2 | Check the Appropriate Box if a Member of a Group* | (a)
☐ ( b) ☐ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
united states
|
| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
8,216,960 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
8,216,960 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
8,216,960 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.97% |
| 12 | type of reporting person
IN |
| Page 3 of 10 Pages |
|
CUSIP No. 007002108
|
13G/A | Page 4 of 10 Pages |
| 1 |
NameS
of Reporting Persons
TANG CAPITAL PARTNERS, LP
| |
| 2 | Check the Appropriate Box if a Member of a Group* | (a)
☐ ( b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares BENEFICIALLY Owned by Each Reporting Person with |
5 |
Sole Voting Power
0 |
| 6 | Shared Voting Power
8,216,960 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
8,216,960 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
8,216,960 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.97% |
| 12 |
type of reporting person
pN |
| Page 4 of 10 Pages |
CUSIP No. 007002108
|
13G/A | Page 5 of 10 Pages |
| 1 | NameS
of Reporting Persons
TANG CAPITAL PARTNERS III, INC
| |
| 2 | Check the Appropriate Box if a Member of a Group* | ( a)
☐ ( b) ☐ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
NEVADA
|
| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
0 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
0 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
0% |
| 12 | type of reporting person
CO |
| Page 5 of 10 Pages |
CUSIP No. 007002108
|
13G/A | Page 6 of 10 Pages |
| 1 | NameS
of Reporting Persons
TANG CAPITAL PARTNERS IV, INC
| |
| 2 | Check the Appropriate Box if a Member of a Group* | ( a)
☐ ( b) ☐ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
NEVADA
|
| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
0 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
0 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
0% |
| 12 | type of reporting person
CO |
| Page 6 of 10 Pages |
| Item 1(a). | Name of Issuer: |
Adicet Bio, Inc., a Delaware corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
131 Dartmouth Street, Floor 3, Boston, MA 02116
| Item 2(a). | Name of Person Filing: |
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Management, LLC, the general partner of Tang Capital Partners, LP (“Tang Capital Management”); Kevin Tang, the manager of Tang Capital Management and the Chief Executive Officer of Tang Capital Partners III, Inc. and Tang Capital Partners IV, Inc.; Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Partners III, Inc. (“Tang Capital Partners III”); and Tang Capital Partners IV, Inc. (“Tang Capital Partners IV”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of Tang Capital Management, Kevin Tang and Tang Capital Partners is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118.
| Item 2(c). | Citizenship: |
Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen. Tang Capital Partners is a Delaware limited partnership. Tang Capital Partners III and Tang Capital Partners IV are Nevada corporations which are indirectly wholly owned by Tang Capital Partners.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: 007002108 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Tang Capital Management. Tang Capital Management beneficially owns 8,216,960 shares of the Issuer’s Common Stock.
Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.
Kevin Tang. Kevin Tang beneficially owns 8,216,960 shares of the Issuer’s Common Stock.
Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.
| Page 7 of 10 Pages |
Tang Capital Partners. Tang Capital Partners beneficially owns 8,216,960 shares of the Issuer’s Common Stock.
Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.
The percentages used herein are based on 82,400,960 shares of Common Stock outstanding as of August 9, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on August 13, 2024.
| (b) | Percent of Class: |
| Tang Capital Management | 9.97% |
| Kevin Tang | 9.97% |
| Tang Capital Partners | 9.97% |
| Tang Capital Partners III | 0.00% |
| Tang Capital Partners IV | 0.00% |
| (c) | Number of shares as to which such person has: |
(i) sole power to vote or to direct the vote:
| Tang Capital Management | 0 shares |
| Kevin Tang | 0 shares |
| Tang Capital Partners | 0 shares |
| Tang Capital Partners III | 0 shares |
| Tang Capital Partners IV | 0 shares |
(ii) shared power to vote or to direct the vote:
| Tang Capital Management | 8,216,960 shares |
| Kevin Tang | 8,216,960 shares |
| Tang Capital Partners | 8,216,960 shares |
| Tang Capital Partners III | 0 shares |
| Tang Capital Partners IV | 0 shares |
(iii) sole power to dispose or to direct the disposition of:
| Tang Capital Management | 0 shares |
| Kevin Tang | 0 shares |
| Tang Capital Partners | 0 shares |
| Tang Capital Partners III | 0 shares |
| Tang Capital Partners IV | 0 shares |
(iv) shared power to dispose or to direct the disposition of:
| Tang Capital Management | 8,216,960 shares |
| Kevin Tang | 8,216,960 shares |
| Tang Capital Partners | 8,216,960 shares |
| Tang Capital Partners III | 0 shares |
| Tang Capital Partners IV | 0 shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
| Page 8 of 10 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Page 9 of 10 Pages |
Signature
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: | November 14, 2024 |
|
| TANG CAPITAL PARTNERS, LP | ||
| By: | Tang Capital Management, LLC, its General Partner | |
| By: | /s/ Kevin Tang | |
| Kevin Tang, Manager | ||
TANG CAPITAL PARTNERS III, INC | ||
| By: | /s/ Kevin Tang | |
| Kevin Tang, Chief Executive Officer | ||
TANG CAPITAL PARTNERS IV, INC |
||
| By: | /s/ Kevin Tang | |
Kevin Tang, Chief Executive Officer |
||
TANG CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Kevin Tang | |
Kevin Tang, Manager |
||
| /s/ Kevin Tang | ||
| Kevin Tang | ||
Page 10 of 10 Pages
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Adicet Bio, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
| Date: November 14, 2024 | TANG CAPITAL PARTNERS, LP | |||
| By: | Tang Capital Management, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Kevin Tang | |||
| Name: | Kevin Tang | |||
| Title: | Manager | |||
TANG CAPITAL PARTNERS III, INC |
||||
| By: | /s/ Kevin Tang | |||
| Name: | Kevin Tang | |||
| Title: | Chief Executive Officer | |||
TANG CAPITAL PARTNERS IV, INC |
||||
| By: | /s/ Kevin Tang | |||
| Name: | Kevin Tang | |||
| Title: | Chief Executive Officer | |||
| TANG CAPITAL MANAGEMENT, LLC | ||||
| By: | /s/ Kevin Tang | |||
| Name: | Kevin Tang | |||
| Title: | Manager | |||
| /s/ Kevin Tang | ||||
| Name: | Kevin Tang | |||