ACET 8-K
Adicet Bio, Inc. (ACET)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors.
On April 14, 2025, Carl L. Gordon, Ph.D., a Class II member of the board of directors (the “Board”) of Adicet Bio, Inc. (the “Company”), notified the Company of his resignation from the Board and Compensation Committee of the Board (the “Compensation Committee”), effective on April 17, 2025. Dr. Gordon’s resignation from the Board was not the result of any disagreement with management or the Board or on any matter relating to the Company’s operations, policies or practices.
On April 16, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Michael Grissinger to the Board, effective as of April 17, 2025, to fill the vacancy resulting from Dr. Gordon’s resignation. Mr. Grissinger will serve as a Class II director until his term expires at the 2026 annual meeting of stockholders at which time he will stand for reelection by the Company’s stockholders. The Board determined that Mr. Grissinger is independent under the listing standards of The Nasdaq Stock Market (“Nasdaq”). Mr. Grissinger was also appointed to serve on the Compensation Committee.
As a non-employee director, Mr. Grissinger will receive cash compensation for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”). In addition, pursuant to the Director Compensation Policy, Mr. Grissinger was granted an option to purchase 70,200 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Market on April 17, 2025,with the shares vesting and becoming exercisable in thirty-six (36) equal monthly installments commencing on April 17, 2025, subject to the continued service of Mr. Grissinger on the Board. Mr. Grissinger is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Grissinger and any other persons pursuant to which he was selected as a director. In addition, Mr. Grissinger has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
Item 7.01 Regulation FD Disclosure.
On April 17, 2025, the Company issued a press release announcing Mr. Grissinger’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press release issued by Adicet Bio, Inc. on April 17, 2025, furnished herewith. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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ADICET BIO, INC. |
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Date: |
April 17, 2025 |
By: |
/s/ Nick Harvey |
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Name: Title: |
Nick Harvey |
Adicet Bio Appoints Michael Grissinger to the Board of Directors
--Mr. Grissinger brings more than four decades of leadership experience in pharmaceutical business development and strategic transactions--
REDWOOD CITY, Calif. & BOSTON – April 17, 2025 – Adicet Bio, Inc. (Nasdaq: ACET), a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer, today announced the appointment of Michael Grissinger to its Board of Directors. Mr. Grissinger brings more than four decades of experience in business development, strategy, and M&A leadership roles at global pharmaceutical companies.
“We are honored to welcome Michael to our Board of Directors,” said Chen Schor, President and Chief Executive Officer of Adicet Bio. “His extensive operational and business development experience across the global pharmaceutical industry, especially his deep expertise in immunology, brings a wealth of knowledge and invaluable strategic insight to Adicet. Michael’s notable accomplishments in driving business and commercial success will be instrumental in shaping the next stage of our growth as we continue to advance our gamma delta T cell platform for the treatment of autoimmune and solid tumor indications.”
Mr. Grissinger spent more than two decades at Johnson & Johnson. During his Johnson & Johnson tenure, Mr. Grissinger served in a variety of senior level management roles including Vice President and Head of Worldwide Pharmaceutical Licensing and Vice President and Head of Worldwide Pharmaceutical Corporate Development and M&A. At Johnson & Johnson, Mr. Grissinger led the Immunology Therapeutic Area Business Development and Licensing Group and was also a member of the Immunology R&D/ Commercial leadership team for Johnson & Johnson’s Worldwide Immunology Franchise. Prior to Johnson & Johnson, Mr. Grissinger spent 12 years at Ciba-Geigy in finance, marketing and business development roles. Mr. Grissinger also serves on the board of directors at Aprea Therapeutics (Nasdaq: APRE) and three privately-held biotechnology companies, Envisagenics, Inc., AnaCardio AB, and NephroDI Therapeutics, Inc. Mr. Grissinger holds a B.S. in Chemistry from Juniata College and an M.B.A. from Temple University-Fox School of Business.
“I am pleased to join the Board of Adicet, a company rooted in harnessing the power of the immune system by developing off-the-shelf gamma delta CAR T cell therapies to make a meaningful difference in patients’ lives,” said Mr. Grissinger. “I look forward to working alongside the Board and management team and contributing to the
advancement of current pipeline programs focused on autoimmune and oncology indications.”
Forward-Looking Statements
This press release contains "forward-looking statements" of Adicet within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the business and operations of Adicet. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding: expectations related to Adicet’s business development, strategic opportunities and growth; Adicet’s plans and expectations for advancing its autoimmune programs across multiple autoimmune and solid tumor indications; and the anticipated contribution of the members of Adicet’s Board of Directors to the Company’s business.
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, including without limitation, the effect of global economic conditions and public health emergencies on Adicet’s business and financial results, including with respect to disruptions to our preclinical and clinical studies, business operations, employee hiring and retention, and ability to raise additional capital; Adicet’s ability to execute on its strategy including obtaining the requisite regulatory approvals on the expected timeline, if at all; that positive results, including interim results, from a preclinical or clinical study may not necessarily be predictive of the results of future or ongoing studies; clinical studies may fail to demonstrate adequate safety and efficacy of Adicet’s product candidates, which would prevent, delay, or limit the scope of regulatory approval and commercialization; and regulatory approval processes of the U.S. Food and Drug Administration and comparable foreign regulatory authorities are lengthy, time-consuming, and inherently unpredictable; and Adicet’s ability to meet production and product release expectations. 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 quarterly report on Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission (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.
Adicet Bio, Inc.
Investor and Media Contacts
Investors:
Anne Bowdidge
Janhavi Mohite
Precision AQ
212-362-1200
Media:
Kerry Beth Daly