UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): December 19, 2025 |
Adicet Bio, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38359 | 81-3305277 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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131 Dartmouth Street, Floor 3 |
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Boston, Massachusetts |
| 02116 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (650) 503-9095 |
Not applicable |
(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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| Trading |
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Common Stock, par value $0.0001 per share |
| ACET |
| The Nasdaq Capital 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 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2025, Adicet Bio, Inc., a Delaware corporation (the “Company”) held its 2025 Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered and voted on the two proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on November 17, 2025. The final voting results are set forth below.
Proposal 1 – Approval of Reverse Stock Split
The stockholders of the Company approved the amendment to the Company’s Restated Certificate of Incorporation to combine outstanding shares of the Company’s common stock, par value $0.0001 per share, into a lesser number of outstanding shares, by a ratio of not less than one-for-five and not more than one-for-thirty, with the exact ratio to be set within this range by the Company’s board of directors in its sole discretion. The results of the stockholders’ vote with respect to such approval were as follows:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
111,115,503 |
| 2,752,862 |
| 117,502 |
| N/A |
The proposal to adjourn the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there was insufficient votes in favor of Proposal 1, was not acted upon at the Special Meeting since there was sufficient votes to approve Proposal 1.
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 hereunto duly authorized.
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| ADICET BIO, INC. | |
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Date: December 19, 2025 |
| By: | /s/ Nick Harvey |
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| Name: | Nick Harvey |
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| Title: | Chief Financial Officer |