Adicet Bio, Inc. 8-K

What Happened Adicet Bio, Inc. (ACET) filed an 8-K disclosing that on April 27, 2026 it entered an exchange agreement with RA Capital Management, L.P. and RA Capital Healthcare Fund, L.P. Under the agreement RA Capital exchanged 250,000 shares of Adicet common stock for a pre-funded warrant to acquire 250,000 shares. The pre-funded warrant has an exercise price of $0.0001 per share, is exercisable by cashless exercise, and the form of the warrant is filed as Exhibit 4.1 to the 8-K.

Key Details

• Date: April 27, 2026 (8-K filed April 28, 2026).
• Shares exchanged: 250,000 common shares converted into a pre-funded warrant for 250,000 shares.
• Exercise terms: $0.0001 per share; cashless exercise permitted; adjustments for stock splits/dividends.
• Ownership limits: Holder cannot exercise to exceed 9.99% beneficial ownership or 9.99% of voting power immediately after exercise (can be increased with at least 61 days’ notice, up to 19.99%).
• Registration: The pre-funded warrant was issued without registration relying on Section 3(a)(9) of the Securities Act.

Why It Matters This transaction replaces outstanding common shares with a pre-funded warrant that can convert back into the same number of shares at a nominal price, so it may result in additional shares being issued only if and when the warrant is exercised. The ownership caps limit the immediate voting/influence the holder can obtain through exercise. Investors should note the potential for future dilution and the filing of the warrant form (Exhibit 4.1) for full terms.