UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 1, 2020, Adicet Bio, Inc. (the “Company”) entered into a Sales Agreement (the “2020 Sales Agreement”) with Evercore Group L.L.C. and H.C. Wainwright & Co., LLC (collectively, the “Agents”), pursuant to which the Company may sell, from time to time, at its option, up to an aggregate of $50,000,000 of shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), through the Agents, as the Company’s sales agents (the “ATM Offering”).
Any Shares to be offered and sold under the 2020 Sales Agreement will be issued and sold (i) by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company and (ii) pursuant to a registration statement on Form S-3 (File No. 333-229499) filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 1, 2019, as declared effective on February 12, 2019 (the “Registration Statement”) for an offering of up to $175,000,000 of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings. On December 1, 2020, the Company will file a prospectus supplement with the SEC in connection with the offer and sale of the Shares pursuant to the 2020 Sales Agreement. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares pursuant to the ATM Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Subject to the terms of the 2020 Sales Agreement, the Agents will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the 2020 Sales Agreement. The Company will pay the Agents a commission of 3.0% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide the Agents with customary indemnification rights.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the 2020 Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2020 Sales Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on February 1, 2020, resTORbio, Inc., the predecessor company of the Company, entered into a Controlled Equity OfferingSM Sales Agreement (the “2019 Sales Agreement”) with SVB Leerink LLC (“Leerink”) and Cantor Fitzgerald & Co., LLC (“Cantor”), as sales agents, to sell, at its option, shares of the Company’s common stock, $0.0001 par value per share (the “2019 Shares”), having aggregate gross sales proceeds of up to $50,000,000, from time to time, through Leerink and Cantor, as the Company’s sales agents (the “2019 ATM Program”).
In connection with the Company’s entry into the 2020 Sales Agreement (as defined below), on November 30, 2020, the Company delivered written notice to Leerink and Cantor to terminate the 2019 Sales Agreement, effective as of December 1, 2020, pursuant to Section 12(b) thereof. The Company is not subject to any termination penalties related to the termination of the 2019 Sales Agreement. Prior to termination, approximately $43 million of the 2019 Shares remained available for sale pursuant to the 2019 Sales Agreement. As a result of the termination of the 2019 Sales Agreement, the Company will not offer or sell any additional shares under the 2019 ATM Program.
A copy of the 2019 Sales Agreement was filed as Exhibit 1.2 to the Registration Statement. The description of the 2019 Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the 2019 Sales Agreement filed as Exhibit 1.2 to the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Sales Agreement, by and among Adicet Bio, Inc., Evercore Group L.L.C. and H.C. Wainwright & Co., LLC, dated December 1, 2020 | |
| 5.1 | Legal Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File | |
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. | ||
| By: | /s/ Chen Schor | |
| Name: | Chen Schor | |
| Title: | President and Chief Executive Officer | |
Date: December 1, 2020