Adicet Bio, Inc. Announces $80 Million Registered Direct Offering

REDWOOD CITY, Calif. & BOSTON--(BUSINESS WIRE)--Adicet Bio, Inc. (“Adicet”) (Nasdaq: ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced the pricing of an underwritten registered direct offering of 70,001,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 10,000,000 shares of common stock. The shares of common stock are being sold at a price of $1.00 per share, and the pre-funded warrants are being sold at a price of $0.9999 per pre-funded warrant, which represents the per share price of the common stock less the $0.0001 per share exercise price for each pre-funded warrant. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $80.0 million. All of the securities in the offering are to be sold by Adicet. The offering is expected to close on or about October 8, 2025, subject to customary closing conditions.

Jefferies and Guggenheim Securities are acting as joint book-running managers for the offering. Truist Securities is also acting as a joint bookrunner. Wedbush PacGrow and H.C. Wainwright & Co. are acting as lead managers for the offering.

The securities described above are being offered by Adicet pursuant to a shelf registration statement on Form S-3 (File No. 333-285609) that was previously filed with, and subsequently declared effective on March 14, 2025 by, the U.S. Securities and Exchange Commission (“SEC”). A prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the prospectus supplement and the accompanying prospectus relating to the offered securities may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at [phone], or by email at [e-mail] or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at [phone], or by email at [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Adicet

Adicet Bio, Inc. is a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer. Adicet is advancing a pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors (“CARs”), to facilitate durable activity in patients.

Forward-Looking Statements

This press release contains “forward-looking statements” of Adicet within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, those relating to Adicet’s expectations regarding the anticipated closing of the offering and the anticipated proceeds therefrom.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events, and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties related to completion of the offering on the anticipated terms, or at all, include, but are not limited to, market conditions and the satisfaction of customary closing conditions related to the offering. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause Adicet’s actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Adicet’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and subsequent filings with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Adicet’s other filings with the SEC. All information in this press release is as of the date of the release, and Adicet undertakes no duty to update this information unless required by law.