8-K - ACET - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2022

Adicet Bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38359	81-3305277
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
200 Clarendon Street<br><br>Floor 6
Boston, Massachusetts		02116
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 650 503-9095
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ACET	The Nasdaq Global Market

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 1.01 Entry into a Material Definitive Agreement.

On March 18, 2022, Adicet Therapeutics, Inc. (“Adicet Therapeutics”), a wholly-owned subsidiary of Adicet Bio, Inc. (the “Company”) and CP Enterprises, Inc. d/b/a CP Construction (“CP Construction”) entered into Change Order No. 3 (the “Change Order No. 3”) to the Standard Form of Agreement between Owner and Contractor Where the Basis for Payment is a Stipulated Sum, effective as of April 2, 2021, by and between Adicet Therapeutics and CP Construction (the “Construction Agreement”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021. The Construction Agreement provides for pre-construction and construction services at the Company’s office and laboratory space at 1000 Bridge Parkway, Redwood City, California 94065 (“1000 Bridge Parkway”) for consideration of approximately $14 million to CP Construction. The Change Order No. 3 increases the original approved budget for the construction by approximately $5 million in order to build one GMP cell processing and one vector manufacturing suite in addition to controlled materials warehousing at 1000 Bridge Parkway. Adicet Therapeutics and CP Construction previously entered into two prior change orders to the Construction Agreement, which increased the consideration payable to CP Construction by a nominal amount. As required under the Lease Agreement, dated as of October 31, 2018, by and between Adicet Therapeutics as Tenant, and Westport Office Park, LLC as Landlord, as amended, the Company has acquired the consent of the landlord for each change order to the Construction Agreement.

The Change Order Nos. 1, 2, and 3 to the Construction Agreement are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K, and the description of the amendments are qualified in its entirety by reference to such respective exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>No.	Description
10.1	Change Order No. 1, dated September 23, 2021, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction.
10.2	Change Order No. 2, dated March 18, 2022, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction.
10.3	Change Order No. 3, dated March 18, 2022, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction.
104	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.

			Adicet Bio, Inc.
Date:	March 24, 2022	By:	/s/ Nick Harvey
		Name:<br><br>Title:	Nick Harvey<br>Chief Financial Officer

EX-10.1

Document G701

Change Order

	Change Order Number: 01
Project: Adicet Therapeutics<br><br>1000 Bridge Parkway<br><br>Redwood City, CA 94065	Date: 21-Sep-21<br><br><br><br>Architect's Project No:	Owner<br><br><br><br>Architect	□<br><br><br><br>□
To Contractor: (Name and Address<br><br>CP Construction<br><br>a Division of CP Enterprises<br><br>Newark, CA 94560	Contract Date: 2 April 2021<br><br>Contract For: Tenant Improvements	Contractor<br><br><br><br>Field<br><br><br><br>Other	□<br><br><br><br>□<br><br><br><br>□

The Contract is changed as follows:

(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)

Pressurized Change

Per Western Allied and Adicet email dated 8/23/21 for the following work:
Demolition of Installed Duet
---	---
Upsizing (4) Evs
Upsize exhaust duct runs
Upsize supply duct run
Upsize (9) grilles
Subtotal	$ 124,000.00
10% Profit, Overhead & Insurance	$ 12,400.00
Total	$ 136,400.00
The original Contract Sum was	$ 13,625,700.00
---	---
The net change by previously authorized Change Orders	$ 0.00
The Contract Sum prior to this Change Order was	$ 13,625,700.00
The Contract Sum will be increased by this Change Order in the amount of	$ 136,400.00
The new Contract Sum including this Change Order will be	$ 13,762,100.00
The Contract will be unchanged by 0 days
The date of Substantial Completion as of the date of this Change Order therefore is

(Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.)

NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.

Form4 Architecture, Inc.	CP Construction	Adicet Therapeutics, Inc.
ARCHITECT (Firm Name)	CONTRACTOR (Firm Name)	OWNER (Firm Name)
120 2nd St# 2. San Francisco, CA 94105	6662 Mayhews Landing Rd. Newark, 94560	200 Constitution Dr. Menlo Park, CA 94025
Address	Address	Address
/s/ Paul Ferro	/s/ Leslie Hellewell	/s/ Charlie Penner
By (Signature)	By (Signature)	By (Signature)
Paul Ferro	Leslie Hellewell	Charlie Penner
Typed Name	Typed Name	Typed Name
September 23, 2021	September 21, 2021	September 22, 2021
Date	Date	Date

EX-10.2

Document G701

Change Order

	Change Order Number: 02
Project: Adicet Therapeutics<br><br>1000 Bridge Parkway<br><br>Redwood City, CA 94065	Date: 7-Feb-22<br><br><br><br>Architect's Project No:	Owner<br><br><br><br>Architect	□<br><br><br><br>□
To Contractor: (Name and Address<br><br>CP Construction<br><br>a Division of CP Enterprises<br><br>Newark, CA 94560	Contract Date: 2 April 2021<br><br>Contract For: Tenant Improvements	Contractor<br><br><br><br>Field<br><br><br><br>Other	□<br><br><br><br>□<br><br><br><br>□

The Contract is changed as follows:

(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)

Vivarium Modifications

Per email correspondence with Charlie Penner on 2/3/22 for the following work:
Demo	$ 2,500.00
---	---
Electrical	$ 8,000.00
HVAC & Plumbing	$ 8,500.00
Fire Alarm	$ 2,000.00
Fire Sprinklers	$ 3,000.00
Frame & Drywall	$ 10,000.00
Tape & Paint	$ 4,500.00
Subtotal	$ 38,500.00
10% Profit, Overhead & Insurance	$ 3,850.00
Total	$ 42,350.00
The original Contract Sum was	$ 13,625,700.00
---	---
The net change by previously authorized Change Orders	$ 136,400.00
The Contract Sum prior to this Change Order was	$ 13,762,100.00
The Contract Sum will be increased by this Change Order in the amount of	$ 42,350.00
The new Contract Sum including this Change Order will be	$ 13,804,450.00
The Contract will be increased by 30 days
The date of Substantial Completion as of the date of this Change Order therefore is

NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.

Form4 Architecture, Inc.	CP Construction	Adicet Therapeutics, Inc.
ARCHITECT (Firm Name)	CONTRACTOR (Firm Name)	OWNER (Firm Name)
120 2nd St# 2. San Francisco, CA 94105	6662 Mayhews Landing Rd. Newark, 94560	200 Constitution Dr. Menlo Park, CA 94025
Address	Address	Address
/s/ Paul Ferro	/s/ Leslie Hellewell	/s/ Chen Schor
By (Signature)	By (Signature)	By (Signature)
Paul Ferro	Leslie Hellewell	Chen Schor
Typed Name	Typed Name	Typed Name
March 2, 2022	February 7, 2022	March 18, 2022
Date	Date	Date

EX-10.3

ocument G701

Change Order

	Change Order Number: 03
Project: Adicet Therapeutics<br><br>1000 Bridge Parkway<br><br>Redwood City, CA 94065	Architect's Project No:	Owner<br><br><br><br>Architect	□<br><br><br><br>□
To Contractor: (Name and Address<br><br>CP Construction<br><br>a Division of CP Enterprises<br><br>Newark, CA 94560	Contract For: Tenant Improvements	Contractor<br><br><br><br>Field<br><br><br><br>Other	□<br><br><br><br>□<br><br><br><br>□

The Contract is changed as follows:

(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)

Pressurized Change

Adicet GxP Lab Rev 01 (Per Pricing Revision 02 set & the 1/20/22 Preliminary<br><br><br><br>Schedule)
Demo	$ 165,000.00
---	---
Demo existing finishes & reinstall	$ 350,000.00
Walls	$ 248,815.00
VCT and carpet flooring	$ 9,000.00
HVAC	$ 1,662,201.00
Electrical	$ 567,000.00
Plumbing	$ 499,644.00
Fire Sprinklers	$ 61,237.00
Fire alarms	$ 47,950.00
Doors	$ 151,300.00
Lab casework, tables and lockers	$ 134,250.00
Flooring labs	$ 134,700.00
Equipment lift	$ 130,000.00
Roofing	$ 45,000.00
Structural steel	$ 275,000.00
T-bar ceilings	$ 130,320.00
FRP walls	$ 75,000.00
Painting	$ 61,580.00
Final Janitorial	$ 7,000.00
General conditions & PM	$ 90,000.00
Subtotal	$ 485,017.00
10% Profit, Overhead & Insurance	$ 484,501.70
Total	$ 5,329,518.70
The original Contract Sum was	$ 13,625,700.00
---	---
The net change by previously authorized Change Orders	$ 178,750.00
The Contract Sum prior to this Change Order was	$ 13,804,450.00
The Contract Sum will be increased by this Change Order in the amount of	$ 5,329,518.70
The new Contract Sum including this Change Order will be	$ 19,133,968.70
The Contract will be increased by see attached schedule ( ) days
The date of Substantial Completion as of the date of this Change Order therefore is

NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.

Form4 Architecture, Inc.	CP Construction	Adicet Therapeutics, Inc.
ARCHITECT (Firm Name)	CONTRACTOR (Firm Name)	OWNER (Firm Name)
120 2nd St# 2. San Francisco, CA 94105	6662 Mayhews Landing Rd. Newark, 94560	200 Constitution Dr. Menlo Park, CA 94025
Address	Address	Address
/s/ Paul Ferro	/s/ Leslie Hellewell	/s/ Charlie Penner
By (Signature)	By (Signature)	By (Signature)
Paul Ferro	Leslie Hellewell	Charlie Penner
Typed Name	Typed Name	Typed Name
March 11, 2022	March 18, 2022	March 18, 2022
Date	Date	Date