As filed with the Securities and Exchange Commission on November 12, 2020
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)
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Delaware
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81-3305277
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed Maximum
Offering Price
per
Share
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Proposed Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Common Stock, $0.0001 par value per share
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166,605 shares (2)
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$12.23 (3)
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$2,037,579.15 (3)
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$222.30
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Total
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166,605 shares
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$2,037,579.15 (3)
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$222.30
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock, $0.0001 par value per share (Common Stock) which become issuable under the Inducement Non-Qualified Stock Option
Agreement (the Inducement NQSO) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the
Registrants outstanding shares of Common Stock.
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(2)
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Represents shares of Common Stock issuable pursuant to the Inducement NQSO as of October 27, 2020.
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(3)
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Represents the closing price reported for the Common Stock on the Nasdaq Global Market on October 27,
2020.
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