As filed with the Securities and Exchange Commission on March 12, 2021

 

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)

 

 

500 Boylston Street, 13^th Floor

Boston, MA 02116

(857) 315-5528

(Address of Principal Executive Offices)

 

Adicet Bio, Inc. 2018 Stock Option and Incentive Plan

Adicet Bio, Inc. 2018 Employee Stock Purchase Plan

(Full Title of the Plans)
______________________________________________________________

Chen Schor

President and Chief Executive Officer

Adicet Bio, Inc.

500 Boylston Street, 13^th 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, 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. 

 

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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CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

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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 787,089 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 2018 Stock Option and Incentive Plan (the “2018 Plan”) and (ii) an additional 77,703 shares of Common Stock of the Registrant to be issued under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”), for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective.

 

These additional shares are of the same class as other securities relating to the 2018 Plan and 2018 ESPP 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.

 

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-222746) filed with the Commission on January 29, 2018 is incorporated by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements is presented herein. 

 

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

 

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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 12th day of March, 2021.

 

 

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.

 

 

 

 

 

 

 

 

March 12, 2021

 

 

Adicet Bio, Inc.

500 Boylston Street, 13^th 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 864,792 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 2018 Stock Option and Incentive Plan and 2018 Employee Stock Purchase Plan (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.

 

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.

 

ACTIVE/107686750.1  

 

 

 

 

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Adicet Bio, Inc.

March 12, 2021

Page 2

 

 

 

Very truly yours,

 

/s/ Goodwin Procter LLP

 

GOODWIN PROCTER  LLP

ACTIVE/107686750.1  

 

 

 

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Adicet Bio, Inc.:

We consent to the use of our report dated March 11, 2021, with respect to the consolidated balance sheet of Adicet Bio, Inc. and subsidiaries as of December 31, 2020, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes, incorporated herein by reference.

Our report refers to our audit of the adjustments to retrospectively apply the exchange ratio to the 2019 and 2018 consolidated financial statements, as more fully described in Note 2 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2019 and 2018 consolidated financial statements other than with respect to such adjustments.

Our report refers to a change in the method of accounting for leases as of January 1, 2020 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842).

 

/s/ KPMG LLP

Boston, Massachusetts

March 11, 2021

 

 

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, which appears in Adicet Bio, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020.

 

/s/ PricewaterhouseCoopers LLP

San Jose, California
March 11, 2021