As filed with the U.S. Securities and Exchange Commission on January 28, 2021.
Registration No. 333- 250033
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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) |
500 Boylston Street, 13th Floor
Boston, MA 02116
(857) 315-5528
(Address of Principal Executive Offices)
Adicet Bio, Inc. Inducement Non-Qualified Stock Option Agreement
(Full Title of the Plans)
Chen Schor
President and Chief Executive Officer
Adicet Bio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
(857) 315-5528
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Danielle Lauzon, Esq.
Mitchell S. Bloom, 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, 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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-250033) previously filed with the SEC on November 12, 2020 (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 23.2 thereto, which was inadvertently omitted when the Registration Statement was filed. All other portions of the Registration Statement, as previously filed, remain unchanged.
PART I
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, Commonwealth of Massachusetts, on January 28, 2021.
| ADICET BIO, INC. | ||
| By: | /s/ Chen Schor | |
| Chen Schor | ||
| President, Chief Executive Officer and Principal Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-8, has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Chen Schor Chen Schor |
Chief Executive Officer and Director (Principal Executive Officer) |
January 28, 2021 | ||
| /s/ Nick Harvey Nick Harvey |
Chief Financial Officer (Principal Financial and Accounting Officer) |
January 28, 2021 | ||
| * Jeffrey Chodakewitz |
Director | January 28, 2021 | ||
| * Erez Chimovits |
Director | January 28, 2021 | ||
| * Carl L. Gordon, Ph.D. |
Director | January 28, 2021 | ||
| * Aya Jakobovits, Ph.D. |
Director | January 28, 2021 | ||
| * Steve Dubin |
Director | January 28, 2021 | ||
| /s/ Bastiano Sanna Bastiano Sanna |
Director | January 28, 2021 | ||
| *By: /s/ Chen Schor |
| Chen Schor |
| Attorney-in-Fact |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Adicet Bio, Inc. of our report dated June 23, 2020 relating to the financial statements of Adicet Therapeutics, Inc. (formerly known as Adicet Bio, Inc.), which appears in Adicet Bio, Inc.’s Current Report on Form 8-K dated September 15, 2020.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 28, 2021