Adicet Bio, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of disclosure controls and procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with U.S. GAAP, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of December 31, 2023. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2023. 101 This Annual Report on Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management’s report is not subject to attestation by our registered public accounting firm. We cannot assure you that material weaknesses or significant deficiencies will not occur in the future or that we will be able to remediate such weaknesses or deficiencies in a timely manner, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows. For additional information, see the related risks in the section titled "Risk Factors" of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Other than as stated above, no change in our internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (a) None. As previously disclosed, on March 12, 2021, we entered into a Capital On Demand™ Sales Agreement (Sales Agreement) with JonesTrading Institutional Services LLC (Sales Agent), pursuant to which we may sell from time to time, at our option, up to an aggregate of $75,000,000 of shares of the our common stock (ATM Shares), through our Sales Agent (ATM Program). On November 8, 2022, we filed a new prospectus supplement covering the offer and sale of up to $100.0 million of shares of our common stock under the ATM Program, which included the $30.0 million of shares of our common stock not sold pursuant to the existing prospectus and up to an additional $70.0 million of shares of our common stock. On March 13, 2024, we delivered written notice to our Sales Agent to terminate the Sales Agreement, effective as of March 15, 2024, pursuant to Section 12(b) thereof. We are not subject to any termination penalties related to the termination of the Sales Agreement. Prior to termination, $64.9 million of the ATM Shares had been sold and $80.1 million of the ATM Shares remained available for sale pursuant to the Sales Agreement. As a result of the termination of the Sales Agreement, we will not offer or sell any additional shares under the ATM Program. (b) None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 102 PART III Item 10. Directors, Executive Of ficers and Corporate Governance. The information required by this item regarding directors, executive officers and corporate governance will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference (excluding pay versus performance disclosure). We have adopted a code of business conduct and ethics for directors, officers, and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at https://investor.adicetbio.com/corporate-governance/governance-highlights. We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver. Shareholders may request a free copy of the Code of Business Conduct and Ethics from our Compliance Officer, c/o Adicet Bio, Inc., 131 Dartmouth Street, 3rd Floor, Boston, Massachusetts 02116. Item 11. Executiv e Compensation. The information required by this item regarding executive compensation will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference (excluding pay versus performance disclosure). Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters. The information required by this item regarding security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item regarding certain relationships and related transactions and director independence will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference. Item 14. Principal Accoun tant Fees and Services. Our independent public accounting firm is KPMG LLP, Boston, Massachusetts (PCAOB Auditor ID: 185 ). The information required by this item regarding principal accounting fees and services will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference. 103 PART IV Item 15. Exhibits and Finan cial Statement Schedules. (a) The following documents are included in this Annual Report on Form 10-K: (1) The following Report and Consolidated Financial Statements of the Company are included in this Annual Report: • Report of Independent Registered Public Accounting Firm • Consolidated Balance Sheets • Consolidated Statements of Operations • Consolidated Statements of Stockholders’ Equity • Consolidated Statements of Cash Flows • Notes to Consolidated Financial Statements (2) Financial Statement Schedules: • All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (3) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K. The Exhibit Index is incorporated herein by reference. 104 ADICET BIO, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (KPMG LLP, Boston, MA, Auditor Firm ID: 185) F- 2 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 3 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F- 4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F- 6 Notes to Consolidated Financial Statements F- 7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Adicet Bio, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Adicet Bio, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ KPMG LLP We have served as the Company’s auditor since 2020. Boston, Massachusetts March 19, 2024 F- 2 Adicet Bio, Inc. Consolidated B alance Sheets (in thousands, except share and per share amounts) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 159,711 $ 257,656 Prepaid expenses and other current assets 2,561 3,382 Total current assets 162,272 261,038 Property and equipment, net 26,777 28,710 Operating lease right-of-use asset 17,424 20,269 Goodwill — 19,462 Other non-current assets 822 1,211 Total assets $ 207,295 $ 330,690 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,625 $ 4,404 Accrued and other current liabilities 13,441 12,811 Operating lease liability 3,221 2,492 Total current liabilities 19,287 19,707 Operating lease liability, net of current portion 17,703 18,531 Other non-current liabilities 130 114 Total liabilities 37,120 38,352 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively — — Common stock, $ 0.0001 par value, 150,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 43,270,386 and 42,954,820 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 4 4 Additional paid-in capital 550,943 530,448 Accumulated deficit ( 380,772 ) ( 238,114 ) Total stockholders’ equity 170,175 292,338 Total liabilities and stockholders’ equity $ 207,295 $ 330,690 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Adicet Bio, Inc. Consolidated Statements of Ope rations (in thousands, except share and per share amounts) Year Ended December 31, 2023 2022 Revenue — related party $ — $ 24,990 Operating expenses: Research and development 106,043 71,246 General and administrative 26,533 26,295 Goodwill impairment 19,462 — Total operating expenses 152,038 97,541 Loss from operations ( 152,038 ) ( 72,551 ) Interest income 9,978 3,760 Interest expense ( 25 ) ( 80 ) Other expense, net ( 573 ) ( 919 ) Loss before income tax provision ( 142,658 ) ( 69,790 ) Income tax provision — — Net loss $ ( 142,658 ) $ ( 69,790 ) Net loss per share, basic and diluted $ ( 3.31 ) $ ( 1.70 ) Weighted-average common shares used in computing net loss per share, basic and diluted 43,042,405 41,080,286 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Adicet Bio, Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) Common Stock Additional Paid In Accumulated Total Stockholders' Shares Amount Capital Deficit Equity Balance at December 31, 2021 39,736,914 4 471,449 ( 168,324 ) 303,129 Issuance of common stock upon exercise of stock options 126,176 — 1,315 — 1,315 Issuance of common stock upon vesting of restricted stock 548,580 — — — — Issuance of common stock upon exercise of warrants 100,731 — — — — Shares withheld for taxes ( 215,901 ) — ( 3,234 ) — ( 3,234 ) Purchase of common stock under Employee Stock Purchase Plan 46,597 — 432 — 432 Issuance of common stock pursuant to at-the-market offering, net of issuance costs of $ 1.6 million 2,611,723 — 43,360 — 43,360 Stock-based compensation expense — — 17,126 — 17,126 Net loss — — — ( 69,790 ) ( 69,790 ) Balance at December 31, 2022 42,954,820 $ 4 $ 530,448 $ ( 238,114 ) $ 292,338 Issuance of common stock upon exercise of stock options 946 — 4 — 4 Issuance of common stock upon vesting of restricted stock 194,455 — — — — Shares withheld for taxes ( 86,145 ) — ( 150 ) — ( 150 ) Purchase of common stock under Employee Stock Purchase Plan 206,310 — 382 — 382 Stock-based compensation expense — — 20,259 — 20,259 Net loss — — — ( 142,658 ) ( 142,658 ) Balance at December 31, 2023 43,270,386 $ 4 $ 550,943 $ ( 380,772 ) $ 170,175 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Adicet Bio, Inc. Consolidated Statem ents of Cash Flows (in thousands) Twelve Months Ended December 31, 2023 2022 Cash flows from operating activities Net loss $ ( 142,658 ) $ ( 69,790 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 6,098 2,575 Noncash lease expense 2,844 2,434 Stock-based compensation expense 20,259 17,126 Loss on disposal of property, plant, and equipment ( 4 ) 55 Goodwill impairment 19,462 — Loss on disposal of lease assets — ( 1 ) Amortization of deferred debt issuance costs 30 92 Changes in operating assets and liabilities: Prepaid expenses and other current assets 926 1,343 Other non-current assets 358 929 Accounts payable ( 1,683 ) 1,710 Contract liabilities — related party — ( 4,805 ) Operating lease liability ( 99 ) ( 2,264 ) Accrued and other current and non-current liabilities 750 5,831 Net cash used in operating activities ( 93,717 ) ( 44,765 ) Cash flows from investing activities Purchases of property and equipment ( 4,464 ) ( 16,782 ) Net cash used in investing activities ( 4,464 ) ( 16,782 ) Cash flows from financing activities Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs — 43,360 Proceeds from exercise of stock options 4 1,315 Proceeds from Employee Stock Purchase Plan 382 432 Taxes withheld and paid related to net share settlement of equity awards ( 150 ) ( 3,234 ) Deferred issuance costs — ( 364 ) Net cash provided by financing activities 236 41,509 Net change in cash and cash equivalents ( 97,945 ) ( 20,038 ) Cash and cash equivalents at the beginning of period 257,656 277,694 Cash and cash equivalents, at the end of period $ 159,711 $ 257,656 Supplemental cash flow information Supplemental disclosures of noncash investing and financing activities Purchases of property and equipment included in accounts payable and accrued expenses $ 279 $ 565 Operating right-of-use assets obtained in exchange for operating lease liabilities $ — $ 2,329 The accompanying notes are an integral part of these financial statements. F- 6 Adicet Bio, Inc. Notes to Consolidated Financial Statements 1. Organization and Nature of the Business Adicet Bio, Inc. (formerly resTORbio, Inc. (resTORbio)), together with its subsidiaries, (the Company) is a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer. The Company is advancing a pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors (CARs), to facilitate durable activity in patients. The Company's approach to activate, engineer, and manufacture allogeneic gamma delta T cell product candidates derived from the peripheral blood cells of unrelated donors allows it to generate new product candidates in a rapid and cost-efficient manner. Adicet Bio, Inc. (when referred to prior to the merger, Former Adicet) was incorporated in November 2014 in Delaware. On September 15, 2020, Former Adicet completed a merger (Merger) with resTORbio, pursuant to which Former Adicet merged with a wholly owned subsidiary of resTORbio in an all-stock transaction with Former Adicet surviving as a wholly owned subsidiary of resTORbio and changing its name to “Adicet Therapeutics, Inc.” (Adicet Therapeutics). In connection with the Merger, the Company changed its name from “resTORbio, Inc.” to “Adicet Bio, Inc.” The Company’s principal executive offices are located in Boston, Massachusetts. The Company also has offices in Redwood City, California. Adicet Bio Israel Ltd. (formerly Applied Immune Technologies Ltd.) (Adicet Israel) is a wholly owned subsidiary of the Company and is located in Haifa, Israel. Adicet Israel was founded in 2006. During 2019, the Company consolidated its operations, including research and development activities, in the United States and as a result, substantially reduced its operations in Israel. Liquidity The Company has incurred significant net operating losses and negative cash flows from operations and has an accumulated deficit of $ 380.8 million as of December 31, 2023. The Company has historically financed its operations primarily through a collaboration and licensing arrangement, public and private placements of equity securities and debt, and cash received in the Merger with resTORbio. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from product sales. Management expects operating losses and negative cash flows to continue for the foreseeable future, until such time, if ever, that it can generate significant sales of its product candidates currently in development. On March 12, 2021, the Company entered into a Capital On Demand™ Sales Agreement (the Sales Agreement) with JonesTrading Institutional Services LLC, as sales agent, to provide for the offering, issuance and sale of up to an aggregate amount of $ 75.0 million of shares of common stock from time to time in “at-the-market” (ATM) offerings under a registration statement on Form S-3 (File No. 333-254193) (2021 Shelf Registration Statement) filed with the U.S. Securities and Exchange Commission (the SEC), which was declared effective on March 30, 2021. In August 2022, pursuant to the Sales Agreement and subject to the limitations thereof, the Company sold an aggregate of 2,611,723 shares of common stock at $ 17.23 per share resulting in net proceeds to the Company of $ 43.4 million after deducting sales agent commissions and expenses. In November 2022, the Company filed a new prospectus supplement to the 2021 Shelf Registration Statement for the offer and sale of up to $ 100.0 million of shares of common stock from time to time through the sales agent, which includes the $ 30.0 million of shares of common stock not sold under the original prospectus and up to an additional $ 70.0 million of shares of common stock (the ATM Program). During the year ended December 31, 2023 , no shares were sold under the ATM Program. Subsequent to December 31, 2023, the Company raised aggregate net proceeds of approximately $ 19.3 million through its ATM Program and approximately $ 91.8 million through an underwritten public offering (the Offering). Refer to Note 19. Subsequent Events for additional details on these financings subsequent to December 31, 2023. The Company expects that its cash and cash equivalents, together with the proceeds raised subsequent to year-end through our ATM Program and the Offering, will be sufficient to fund its forecasted operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months from the issuance of these consolidated financial statements. All of the Company’s revenue to date has been generated from a collaboration and license agreement with Regeneron Pharmaceuticals Inc, (Regeneron). The Company does not expect to generate any significant product revenue until it obtains regulatory approval of and commercializes any of the Company’s product candidates or enters into additional collaborative agreements with third parties, and it does not know when, or if, either will occur. The Company expects to continue to incur significant losses for the foreseeable future, and it expects the losses to increase as the Company continues the development of, and seeks regulatory approvals for, its product candidates and begins to commercialize any approved products. The Company is subject to all of the risks typically related to the development of new product candidates, including, but not limited to, raising additional capital, development by its competitors of new technological innovations, risk of failure in preclinical and clinical F- 7 Adicet Bio, Inc. Notes to Consolidated Financial Statements studies, safety and efficacy of its product candidates in clinical trials, the risk of relying on external parties such as contract research organizations (CROs) and contract development and manufacturing organizations (CDMOs), the regulatory approval process, market acceptance of the Company’s products once approved, lack of marketing and sales history, dependence on key personnel and protection of proprietary technology and it may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect its business. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings, collaborative or other arrangements with corporate or other sources of financing. Adequate funding may not be available to the Company on acceptable terms or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and the Company’s ability to pursue its business strategies. Although the Company continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (United States GAAP or GAAP). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The United States dollar is the functional and reporting currency of the Company and its subsidiaries. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such estimates include deferred tax assets, useful lives of property and equipment, accruals for research and development activities, revenue recognition and stock-based compensation and the Company’s incremental borrowing rate. Actual results could differ from those estimates. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company performed an interim test for goodwill impairment in the third quarter of the fiscal year ended December 31, 2023 and determined that goodwill was impaired. For additional information regarding this assessment, refer to Note 16. Goodwill to our consolidated financial statements. F- 8 Adicet Bio, Inc. Notes to Consolidated Financial Statements Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of allogeneic gamma delta T cell therapies for autoimmune diseases and cancer . The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are held at two financial institutions in the U.S. and one financial institution in Israel and such amounts may, at times, exceed insured limits. The Company invests its cash equivalents in money market funds and treasury securities. The Company limits its credit risk associated with cash equivalents by placing them with banks and institutions it believes are highly creditworthy and in highly rated investments. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company has one customer, Regeneron, which represents 100 % of the Company’s total revenue during the year ended December 31, 2022 (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022, cash and cash equivalents consist of cash deposited with banks, investments in money market funds with maturities of three months or less from the date of purchase, and overnight treasury securities. Fair Value of Financial Instruments The carrying amounts of certain financial instruments of the Company, including cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate fair value due to their relatively short maturities. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, generally three years. Leasehold improvements are amortized using the straight-line method over the lesser of the assets’ estimated useful lives or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and F- 9 Adicet Bio, Inc. Notes to Consolidated Financial Statements accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is measured by comparison of the carrying amount of the asset or asset group to the future net cash flows which the asset or asset group is expected to generate. If such asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. The Company performed a long-lived asset impairment test in conjunction with its goodwill impairment test in the third quarter of 2023 and concluded that there was no impairment of long-lived assets. There was also no impairment of long-lived assets for the year ended December 31, 2022. Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (ASC 606), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. A contract with a customer exists when (i) the Company enters into a legally enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the goods or services promised and determines the performance obligations by assessing whether each promised good or service is distinct. Goods or services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. All of the Company’s revenues for the year ended December 31, 2022 are derived through a license and collaboration agreement with Regeneron (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. For revenue recognition purposes, the Company determines the term of its license or collaboration agreements by evaluating the period during which present and enforceable rights and obligations exist. This determination is impacted by the existence of substantive termination penalties, among other factors. The Company recognizes revenue under the Company’s license or collaboration agreements that are within the scope of ASC 606. These agreements include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and at specified future dates, variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be F- 10 Adicet Bio, Inc. Notes to Consolidated Financial Statements entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration to which it will be entitled for the contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered most likely to be achieved and estimates the amount to be included in the transaction price. Payments or reimbursements for the Company’s research and development efforts where such efforts are considered part of or a single performance obligation are recognized over time using a measure of progress that best reflects the Company’s performance in satisfying the obligation. Upfront payments are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligation under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaboration arrangement. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll and related expenses, costs for CDMOs, costs for CROs, materials, supplies, depreciation on and maintenance of research equipment, consulting costs, and the allocated portions of facility costs, such as rent, utilities, insurance, repairs and maintenance, depreciation, information technology costs and general support services. All costs associated with research and development are expensed within the consolidated statements of operations as incurred. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Accrued CRO, CDMO, and Research and Development Expenses The Company has entered into various agreements with CDMOs and CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced are included in accrued and other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CDMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered. Through December 31, 2023 there had been no material adjustments to the Company’s prior period estimates of accrued research and development expenses. Leases Consistent with ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), the Company determines if an arrangement is a lease, or contains a lease, at inception. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (ROU) assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plan to renew its leases no less than on a quarterly basis. In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. In accordance with ASU 2016-02, the ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (IBR), which is the estimated rate the Company would be required to pay for a fully collateralized borrowing equal to the total lease payments over the term of the lease, to determine the present value of future F- 11 Adicet Bio, Inc. Notes to Consolidated Financial Statements minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASU 2016-02, the Company does not combine lease and non-lease components. Variable lease payments are expenses as incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted that are expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions. Changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. For awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved, using an accelerated attribution model, over the explicit or implicit service period. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the consolidated financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense (benefit). Net Loss per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive shares, which include outstanding stock options, Employee Stock Purchase Plan (ESPP) awards and unvested restricted stock units (RSUs), are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the F- 12 Adicet Bio, Inc. Notes to Consolidated Financial Statements Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than as disclosed in these notes to the consolidated financial statements. Refer to Note 17. Subsequent Events. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB under its ASC or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-13 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. SEC filers that are eligible to be smaller reporting companies should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU 2017-04 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. Accounting Pronouncements Not Yet Adopted In September 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and usefulness of income tax disclosures. This amendment requires public issuers to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income, or loss, by the applicable statutory income tax rate. Additionally, this amendment requires issuers to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes as well as the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For SEC filers, this ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact the adoption that this ASU will have on its consolidated financial statements and related disclosures. 3. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three level of inputs that may be used to measure fair value, as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities. F- 13 Adicet Bio, Inc. Notes to Consolidated Financial Statements Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Treasury securities (1) (2) $ 115,143 $ — $ — $ 115,143 Total fair value of assets $ 115,143 $ — $ — $ 115,143 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (3) $ 75,701 $ — $ — $ 75,701 Total fair value of assets $ 75,701 $ — $ — $ 75,701 (1) Included in cash and cash equivalents in the consolidated balance sheets. (2) Treasury securities are included within Level 1 of the fair value hierarchy because they are actively traded and valued using quoted market prices. (3) Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 December 31, 2022 Prepaid insurance $ 1,014 $ 1,251 Prepaid software subscription and licensing fees 582 529 Prepaid maintenance 373 295 Prepaid professional services 82 44 Prepayments to CROs and CDMOs 53 492 Interest receivable — 435 Other prepaid expenses and current assets 457 336 Total prepaid expenses and other current assets $ 2,561 $ 3,382 F- 14 Adicet Bio, Inc. Notes to Consolidated Financial Statements 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Useful life (in years) December 31, 2023 December 31, 2022 Leasehold improvements Lesser of useful life or lease term $ 26,643 $ 19,959 Laboratory equipment 3 13,165 7,503 Furniture and fixtures 3 951 184 Software 3 411 353 Construction in progress — 265 9,292 Computer equipment 3 189 172 Property and equipment, gross 41,624 37,463 Less: Accumulated depreciation and amortization ( 14,847 ) ( 8,753 ) Property and equipment, net $ 26,777 $ 28,710 All of the Company’s property and equipment as of December 31, 2023 and 2022 is located in the U.S. Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 6.1 million and $ 2.6 million, respectively. The increase in expense is primarily due to the completion and subsequent depreciation of the Company's good manufacturing practice (GMP) cell processing and vector manufacturing suite at the Company's office in Redwood City, California (1000 Bridge Parkway) which was completed in February 2023. Construction in progress has decreased by $ 9.0 million during the year ended December 31, 2023 , compared to the balance at December 31, 2022, due to the Company's completion of the Company's GMP cell processing and vector manufacturing suite in February 2023. The remaining $ 0.3 million in construction in progress as of December 31, 2023 is primarily related to lab and computer equipment not yet placed into service. 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Accrued compensation $ 6,514 $ 5,703 Accrued CDMO costs 5,679 4,390 Accrued professional services 625 1,356 Accrued other research and development expenses 354 674 Accrued CRO costs 257 657 Accrued other liabilities 12 31 Total accrued and other liabilities $ 13,441 $ 12,811 7. Term Loan On April 28, 2020, the Company entered into a Loan and Security Agreement (the Loan Agreement) as amended on July 8, 2020, September 14, 2020, September 15, 2020, October 21, 2021, December 2, 2022 (the 2022 Loan Amendment) and May 30, 2023 with Banc of California (formerly known as Pacific Western Bank) to finance leasehold improvements for the facilities in Redwood City, CA and other purposes permitted under the Loan Agreement. Under the October 21, 2021 amendment, Banc of California will provide one or more Term Loans (as defined in the 2021 Loan Amendment), as well as Non-Formula Ancillary Services which shall not exceed $ 5.5 million in the aggregate. Non-Formula Ancillary Services are defined as automated clearinghouse transactions, corporate credit card services, letters of credit, or other treasury management services. The aggregate sum of the outstanding Term Loans and Non-Formula Ancillary Services shall at no time exceed $ 15.0 million, which each Term Loan to be in an amount of not less than $ 1.0 million. On March 13, 2023, the Company and Banc of California executed a letter agreeing that, notwithstanding the covenants included in the 2022 Loan Amendment, until June 30, 2023 (i) the Company and its subsidiaries will not be required to maintain the lesser of $ 200 million or seventy percent (70%) of its combined balances in demand deposit accounts, money F- 15 Adicet Bio, Inc. Notes to Consolidated Financial Statements market funds and/or insured cash sweep (ICS) accounts with Banc of California and (ii) the Company must maintain its combined balances at Banc of California or its affiliates, including Pacific Western Asset Management (the Letter). On May 30, 2023, the Company further amended its Loan Agreement with Banc of California (the 2023 Loan Amendment). Pursuant to the 2023 Loan Amendment, the Company must maintain the lesser of (i) $ 35.0 million or (ii) all of the Company’s combined balances in demand deposit accounts, money market accounts, and/or insured cash sweep accounts with Banc of California. If the Company’s total cash and investments drop to less than $ 35.0 million, the 2023 Loan Amendment permits the Company to maintain cash and/or investments in one or more accounts outside of Banc of California up to a total of $ 2.5 million. As of December 31, 2023, the Company has $ 12.7 million available under the Loan Agreement. Additionally, as of December 31, 2023, the Company is in compliance with such covenants as stated in the 2023 Loan Amendment and had no indebtedness outstanding under the Loan Agreement. 8. Third Party Agreements Regeneron On July 29, 2016, the Company entered into a license and collaboration agreement with Regeneron, which was amended in April 2019, with such amendment becoming effective in connection with Regeneron’s investment in the Company’s Series B redeemable convertible preferred stock private placement transaction in July 2019 (as amended, the Regeneron Agreement). Financial Terms. The Company received a non-refundable upfront payment of $ 25.0 million from Regeneron upon execution of the Regeneron Agreement and an aggregate of $ 20.0 million of additional payments for research funding from Regeneron as of December 31, 2023 . In addition, Regeneron may have to pay the Company additional amounts in the future consisting of up to an aggregate of $ 80.0 million of option exercise fees, as specified in the Regeneron Agreement. Per the terms of the agreement, Regeneron must pay the Company high single digit royalties as a percentage of net sales for immune cell products (ICPs) to targets for which it has exclusive rights, and low single digit royalties as a percentage of net sales on any non-ICP product comprising a targeting moiety generated by the Company through the use of Regeneron’s proprietary mice. The Company must pay Regeneron mid-single to low double digit, but less than teens, of royalties as a percentage of net sales of ICPs to targets for which the Company has exercised exclusive rights, and low to mid-single digit of royalties as a percentage of net sales of targeting moieties generated from the Company’s license to use Regeneron’s proprietary mice. Royalties are payable until the longer of the expiration or invalidity of the licensed patent rights or twelve (12) years from first commercial sale. No royalties have been earned or paid under the Regeneron Agreement through December 31, 2023. On January 28, 2022, Regeneron exercised its option to license the exclusive, worldwide rights to ADI-002, an allogeneic gamma delta CAR T cell therapy directed against Glypican-3, pursuant to the Regeneron Agreement. In conjunction with the exercise of the option, Regeneron paid an exercise fee of $ 20.0 million to the Company on January 28, 2022, and the Company completed the transfer of the associated license rights to Regeneron during the first quarter of 2022. The $ 20.0 million option exercise fee, plus $ 5.0 million of revenue recognized relating to the combined performance obligation, resulted in an aggregate of $ 25.0 million recorded as revenue for the year ended December 31, 2022. The Company's obligations under the combined performance obligation were completed during the year ended December 31, 2022. Regeneron is responsible, at its sole cost, for all development, manufacturing and commercialization of ADI-002 and must pay the Company high single digit royalties as a percentage of any net sales of ADI-002 for a period commencing on the first commercial sale until the longer of (i) the expiration or invalidity of the licensed patent rights or (ii) a low double digit amount of years from first commercial sale. As of December 31, 2023 and 2022, there were no contract assets related to the Regeneron Agreement. The following tables present changes in the Company’s contract liabilities for the years ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended December 31, 2023 Balance at Beginning of Period Deductions Balance at End of Period Contract liability $ — $ — $ — F- 16 Adicet Bio, Inc. Notes to Consolidated Financial Statements Twelve Months Ended December 31, 2022 Balance at Beginning of Period Deductions (1) Balance at End of Period Contract liability $ 4,805 $ ( 4,805 ) $ — (1) Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period . Twist Bioscience In March 2021, the Company entered into an Antibody Discovery Agreement (the Twist Agreement) with Twist Bioscience Corporation (Twist). Under the terms of the Twist Agreement, Twist will utilize its proprietary platform technology to assist the Company with the discovery of novel antibodies related to target antigens selected by the Company. The Company maintains the sole and exclusive rights to any program antibodies discovered under the Twist Agreement and has the right to patent, assign, license or transfer any work product under the agreement. Furthermore, the Company has the right to sublicense its rights to program antibodies to third parties. The Company may terminate the Twist Agreement at any time, with or without cause, upon a specified period advance written notice. Per the terms of the agreement, the Company will pay Twist an upfront, non-refundable project initiation fee, a technology access fee, as well as a project fee for each project entered into under the agreement. Additionally, the Company will pay fees for development and regulatory milestones in the tens of millions of dollars and low single digit royalties on net sales to Twist for programs initiated under the agreement. In November 2022, the Company entered into an amendment to the Twist Agreement (the Twist Amendment). The Twist Amendment updates the language associated with Twist's audit rights as well as the amounts associated with technology access fees. On a cumulative basis as of December 31, 2023 , the Company has incurred and expensed $ 1.0 million related to project initiation fees, technology access fees and projects fees as research and development expense related to this agreement. 9. Commitments and Contingencies Operating Leases The Company leases office and laboratory space in Redwood City, California, and Boston, Massachusetts. Redwood City In 2018, Adicet Therapeutics executed a non-cancelable lease agreement, as amended in 2022, pursuant to which the Company leases office and laboratory facility at 1000 Bridge Parkway and a portion of 1200 Bridge Parkway in Redwood City, California (the Redwood City Lease). On January 9, 2023, Adicet Therapeutics entered into a third lease amendment with Westport Office Park, LLC (the Third Amendment). The Third Amendment further amends the Redwood City Lease and increases the tenant improvement allowance as of January 1, 2023 by an additional $ 3.0 million. The Company fully utilized the allowance for the continued buildout of office and laboratory space at 1000 Bridge Parkway in 2023. Per the terms of this amendment, this additional allowance will be repaid through equal monthly payments of principal amortization and interest on a monthly basis over the term of the lease at an interest rate of eight percent ( 8 %) per annum. The Company received the allowance on February 21, 2023 and increased the operating lease liability accordingly. On August 7, 2023, Adicet Therapeutics entered into a fourth lease amendment with Westport Office Park, LLC (the Fourth Amendment). The Fourth Amendment amends the period over which the tenant improvement allowance received in the Third Amendment will be amortized and identifies the monthly amortization payable by the Company. On September 1, 2023, Adicet Therapeutics amended its letter of credit with Westport Office Park, LLC. The amendment reduced the amount of the letter of credit associated with 1000 Bridge Parkway by $ 2.1 million resulting in an updated letter of credit amount of $2.1 million. Boston F- 17 Adicet Bio, Inc. Notes to Consolidated Financial Statements In 2018, the Company entered into a lease agreement, as amended in 2019, for office space at 500 Boylston St, Boston, Massachusetts (500 Boylston Lease). Under the terms of the 500 Boylston Lease, the Company was permitted to assign, sublease or transfer this lease, with the consent of the landlord. On July 19, 2021, the Company entered into a sublease agreement with RFS OPCO LLC (Sublessee), whereby the Company agreed to sublease to Sublessee all of the 9,501 rentable square feet of 500 Boylston St. The expected undiscounted cash flows to be received from the sublease as of December 31, 2023 is as follows (in thousands): December 31, 2023 2024 722 2025 736 2026 438 2027 and thereafter — Total $ 1,896 The Company recognized rent expense, net of sublease income, of $ 4.0 million and $ 3.9 million for the years ended December 31, 2023 and 2022, respectively. Further, the Company remains liable for the remaining lease payments under the 500 Boylston Lease, totaling $ 1.7 million, which is included in the future minimum lease payments table below. The future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2023 were as follows (in thousands): December 31, 2023 2024 5,015 2025 4,662 2026 4,009 2027 and thereafter 12,090 Total undiscounted lease payments 25,776 Less: imputed interest 4,852 Total operating lease liability 20,924 Less: current portion 3,221 Operating lease liability, net of current maturities $ 17,703 The IBR and the remaining lease terms of our facilities and their weighted average IBR and remaining terms are as follows as of December 31, 2023: Lease Locations IBR Remaining Terms (in years) Redwood City, CA (1000 Bridge Parkway) 6.90 % 6.20 Redwood City, CA (1200 Bridge Parkway) 6.80 % 1.50 Boston, MA 9.30 % 2.60 Weighted Average 7.10 % 5.70 F- 18 Adicet Bio, Inc. Notes to Consolidated Financial Statements The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for the year ended December 31, 2023 (in thousands): Twelve Months Ended December 31, 2023 2022 Lease Cost Operating lease cost $ 4,510 $ 4,508 Short-term lease cost 195 133 Sublease income ( 714 ) ( 704 ) Total lease cost $ 3,991 $ 3,937 Other Information Operating cash flows used for lease liabilities $ ( 99 ) $ 2,264 Weighted-average remaining lease term - operating leases 5.7 6.5 Weighted-average discount rate - operating leases 7.1 % 7.1 % As of December 31, 2023 , operating right-of-use assets were $ 17.4 million and operating lease liabilities were $ 20.9 million. The Company has no material finance leases. The Company maintains letters of credit of $ 2.1 million and $ 0.2 million in connection with the Company’s office leases in Redwood City, CA and Boston, MA, respectively. Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ liability insurance. 10. Stockholders' Equity Common Stock The Company’s Certificate of Incorporation, as amended, authorized the Company to issue 150,000,000 shares of $ 0.0001 par value common stock as of December 31, 2023. Common stockholders are entitled to dividends if and when declared by the Board of Directors of the Company subject to the prior rights of the preferred stockholders. As of December 31, 2023 , no dividends on common stock had been declared by the Board of Directors. The Company has the following shares of common stock reserved for future issuance: December 31, 2023 December 31, 2022 Stock options and restricted stock units available for future grant 2,473,485 2,871,705 Stock options issued and outstanding 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total common stock reserved 12,310,790 9,272,305 F- 19 Adicet Bio, Inc. Notes to Consolidated Financial Statements 11. Stock-Based Compensation Stock-based Compensation Expense The following table presents stock-based compensation expense as reflected in the Company's consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Research and development $ 9,143 $ 7,225 General and administrative 11,116 9,901 Total stock-based compensation $ 20,259 $ 17,126 The following table presents stock-based compensation expense by type of award (in thousands): Year Ended December 31, 2023 2022 Stock options $ 18,060 $ 14,054 Restricted stock units (including performance-based RSUs) 2,023 2,878 Employee Stock Purchase Plan 176 194 Total $ 20,259 $ 17,126 Stock Options A summary of stock option activity for the year ended December 31, 2023 is set forth below (in thousands, except share and per share data): Number of Shares Underlying Outstanding Options Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2022 6,203,020 $ 14.44 8.4 $ 780 Options granted 4,293,442 $ 5.36 Options exercised ( 946 ) $ 4.76 Options forfeited or cancelled ( 1,112,411 ) $ 10.59 Outstanding, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 Options exercisable, December 31, 2023 3,984,821 $ 13.65 7.4 $ 6 Vested and expected to vest, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 The assumptions used in the Black Scholes Model to calculate stock-based compensation are as follows: Year Ended December 31, 2023 2022 Fair value of common stock $ 1.32 - $ 9.15 $ 8.94 - $ 19.97 Expected term (years) 5.5 - 6.1 years 5.5 - 6.1 years Volatility 83.25 % - 92.87 % 77.4 % - 81.7 % Risk free rates 3.5 % - 4.86 % 1.6 % - 4.22 % Dividend rate 0.0 % 0.0 % The fair value of each stock option was estimated at the date of grant using a Black-Scholes option-pricing model using the following assumptions: F- 20 Adicet Bio, Inc. Notes to Consolidated Financial Statements The assumptions are as follows: • Expected volatility. The Company has limited trading history. As such, the expected volatility was determined by examining the historical volatilities for comparable publicly traded companies within the biotechnology and pharmaceutical industry using an average of historical volatilities of the Company’s industry peers. • Risk-free interest rate. The risk-free interest rate is based on the United States Treasury yield with a maturity equal to the expected term of the option in effect at the time of grant. • Dividend yield. The expected dividend is assumed to be zero as dividends have never been paid and there are no current plans to pay dividends on common stock. • Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term is calculated using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. The Company will continue to use judgment in evaluating the expected volatility, risk-free interest rates, dividend yield and expected term, utilized for stock-based compensation on a prospective basis. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money at December 31, 2023 and 2022. The aggregate intrinsic value of stock options exercised during the years ended on December 31, 2023 and 2022 was less than $ 0.1 million and $ 1.0 million, respectively. The total fair value of options that vested during the years ended December 31, 2023 and 2022 was $ 17.9 million and $ 13.4 million, respectively. The options granted during the years ended December 31, 2023 and 2022 had a weighted-average per share grant-date fair value of $ 3.94 per share and $ 10.07 per share, respectively. As of December 31, 2023 , the total unrecognized stock-based compensation expense related to unvested stock options was $ 31.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years. Restricted Stock Units The summary of RSU activity and related information for the year ended December 31, 2023 is set forth below: Number of Units Outstanding Weighted Average Grant Date Fair Value Outstanding, December 31, 2022 197,580 $ 7.80 RSUs granted 513,700 $ 7.47 RSUs vested ( 194,455 ) $ 7.43 RSUs forfeited ( 62,625 ) $ 7.07 Outstanding, December 31, 2023 454,200 $ 7.69 The Company granted 513,700 RSU's in the year ended December 31, 2023 . The Company did no t grant any RSU's in the year ended December 31, 2022. The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2023 was $ 7.69 . As of December 31, 2023, there was approximately $ 2.4 million of unrecognized compensation cost related to unvested RSUs that the Company expects to recognize over a remaining weighted-average period of approximately 2.1 years. Option repricing On August 8, 2023, the board of directors approved a stock option repricing (the Option Repricing) to be effective on August 14, 2023 (the Effective Date) in accordance with the terms of the Company’s 2015 Stock Incentive Plan and 2018 Plan (together, the Plans). Pursuant to the Option Repricing, and subject to a one year cliff period, the exercise price of each stock F- 21 Adicet Bio, Inc. Notes to Consolidated Financial Statements option previously granted under the Plans, totaling 6,431,910 options, was amended to reduce the exercise price of such options to $ 2.14 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on the Effective Date. Under the terms of the Option Repricing, a repriced option will revert to its original exercise price if, prior to the one year anniversary of the Effective Date, (a) the option holder’s employment is terminated by the Company with cause or by the option holder or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the Plans and applicable award agreements. The stock option modification resulted in an incremental compensation cost of approximately $ 4.6 million, which was calculated based on the difference between the fair value of the stock options before the repricing and the fair value as of the Effective Date, using the Black-Scholes option-pricing model. Of the incremental compensation cost, $ 1.3 million was recognized in the year ended December 31, 2023, and the remaining amount, less any employee terminations, will be recognized on the straight-line basis over the remaining vesting period of the repriced options. The incremental cost is included in general and administrative expense and research and development expense on the consolidated statements of operations. In addition, as of the Effective Date, the Company issued 1,418,042 options to purchase shares of common stock under the 2018 Plan to eligible employees who held inducement awards as of August 8, 2023. These new options were issued to eligible employees because their inducement awards granted under Nasdaq Listing Rule 5635(c)(4) are not eligible for repricing. The prior inducement awards remain outstanding under their original terms. 12. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Net loss - basic and diluted $ ( 142,658 ) $ ( 69,790 ) Weighted-average shares used in computing net loss per share, basic and diluted 43,042,405 41,080,286 Net loss per share, basic and diluted ( 3.31 ) ( 1.70 ) The Company's potentially dilutive shares as of December 31, 2023 and 2022, which include outstanding stock options and unvested RSUs, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the period presented because including them would have been antidilutive: As of December 31, 2023 2022 Options to purchase common stock 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total 9,837,305 6,400,600 F- 22 Adicet Bio, Inc. Notes to Consolidated Financial Statements 13. Income Taxes The components of the provision for (benefit from) income taxes are as follows (in thousands): December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign — — Total current — — Deferred: Federal — — State — — Foreign — — Total deferred — — Provision for (benefit from) income taxes $ — $ — There was no income tax expense nor benefit for the years ended December 31, 2023 and 2022. For the rate table below the (provision for) benefit from income taxes differ from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % Tax credits — ( 2.5 )% State income taxes ( 8.3 )% 8.5 % Change in valuation allowance ( 7.0 )% ( 23.2 )% 162m limitation — ( 1.5 )% Stock-based compensation ( 2.7 )% ( 2.3 )% Goodwill Impairment ( 2.9 )% — Other permanent differences ( 0.1 )% ( 0.2 )% Provision for income taxes ( 0.0 )% ( 0.0 )% The tax effects of temporary differences and carryforwards of the deferred tax assets are presented below (in thousands): December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 65,601 $ 68,499 Operating lease right-of-use asset liability 4,414 5,641 Deferred revenue — — Stock-based compensation 2,285 1,846 Intangible assets 704 1,060 Fixed assets 768 574 Accruals and reserves 1,074 1,480 Sec 174 Capitalized R&D 27,871 15,803 Research and development credit carryforwards 26 Tax credits 28 Gross deferred tax assets 102,745 94,928 Less: Valuation allowance ( 99,069 ) ( 89,490 ) Deferred tax assets, net of valuation allowance 3,676 5,439 Deferred tax liabilities: Fixed assets — — Basis Difference IPR&D — — Operating lease right-of-use asset ( 3,676 ) ( 5,439 ) Net deferred tax assets $ — $ — F- 23 Adicet Bio, Inc. Notes to Consolidated Financial Statements On September 15, 2020 Adicet Bio and resTORbio completed the Merger upon which Adicet Bio became the parent company of the consolidated group. The Merger did not create a step up in basis for tax basis of the asset as it was considered a tax-free merger. The above deferred tax table includes deferred related to resTORbio. The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. IRC Section 174, as modified by the Tax Cuts and Jobs Act of 2017, no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred. As a result the Company capitalized such costs in its 2023 income tax provision, resulting in an increase in deferred tax assets. ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 9.6 million and by $ 16.3 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , the Company had net operating loss carryforwards of $ 294.8 million, $ 12.1 million, and $ 16.1 million to reduce future taxable income, if any, for federal, state and foreign income tax purposes, respectively. Of the federal net operating loss carryforwards, $ 7.5 million will begin to expire in 2036 if not utilized, and $ 287.3 million can be carried forward indefinitely. The state carryforwards will begin to expire in 2035. The Company also had approximately $ 11.3 million of federal and $ 6.4 million of California research and development tax credit carryforwards available to offset future taxable income as of December 31, 2023. The federal credits begin to expire in 2041 and the California research credits can be carried forward indefinitely. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. If the Company has experienced an ownership change, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation. As of December 31, 2023, the ownership change analysis has not been completed, however no material tax attributes are expected to be limited for full use before their respective carryforward periods expires. The Company files income tax returns in the United States federal jurisdiction, California, Massachusetts and Israel. The tax years 2016 to 2023 remains open to United States federal and state examination to the extent of the utilization of net operating loss and credit carryovers. Additionally, the Company is currently undergoing an audit with California’s Franchise Tax Board (FTB) regarding the apportionment of revenue for the tax year 2017 and may be obligated to make future payments to the state related to this tax year depending on the outcome of the examination. The Company is evaluating the FTB's proposal and assessing its course of action. As of December 31, 2023 , the Company had unrecognized tax benefits of $ 0.8 million related to the transfer of certain intellectual property from its Israeli subsidiary. In addition, as of December 31, 2023 , the Company had unrecognized tax benefits of $ 17.7 million related to the federal and state research and development credits as a result of no formal research credit study performed. A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands): Year Ended December 31, 2023 2022 Balance at the beginning of the year $ 9,759 $ 4,040 Adjustment based on tax positions related to prior year 5 ( 2 ) Adjustment based on tax positions related to current year 8,698 5,721 Balance at the end of the year $ 18,462 $ 9,759 F- 24 Adicet Bio, Inc. Notes to Consolidated Financial Statements The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income tax expense (benefit). Management determined that no accrual for interest and penalties was required as of December 31, 2023 . 14. Related Party Transactions As of December 31, 2023 , Regeneron owned 883,568 shares of the Company’s common stock. Regeneron became a related party in July 2019 as a result of Series B redeemable convertible preferred stock financing which was subsequently converted into common stock. For the year ended December 31, 2023 , the Company recorded no revenue from the Regeneron Agreement. See Note 8 for a discussion of the Regeneron Agreement. 15. Defined Contribution Plan The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code covering substantially all full-time United States employees. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. During the years ended December 31, 2023 and 2022, the Company made aggregate matching contributions of $ 1.2 million and $ 0.8 million, respectively. 16. Goodwill In connection with the annual goodwill impairment analysis performed during the fourth quarter of 2022, the Company determined that the fair value of its sole reporting unit exceeded its book value, and therefore no goodwill impairment charge was recorded in 2022. During the first and second quarters of 2023, the Company concluded that no events or changes in circumstances had occurred that indicated goodwill was more likely than not impaired. During the third quarter of 2023, the Company experienced a significant decline in its stock price. As of September 30, 2023, the Company’s stock price declined 44 % from its closing stock price on June 30, 2023, and the decline in stock price was sustained. The Company determined that this decline in stock price and market capitalization of the Company constituted a substantive change in circumstances that would more likely than not reduce the fair value of the Company’s single reporting unit below its carrying amount. Accordingly, the Company tested its goodwill for impairment as of September 30, 2023 (the Interim Testing Date). In determining the fair value of the Company’s sole reporting unit for the interim impairment analysis as of the Interim Testing Date, the Company used a market-based approach, and the primary input in this approach was a quoted market price in an active market. To determine the estimated fair value of the Company’s single reporting unit, the Company calculated its market capitalization based on its stock price. Based on the Company’s interim impairment analysis as of the Interim Testing Date, the carrying value of the Company’s single reporting unit exceeded its fair value. Accordingly, step two of the goodwill impairment test was performed. In performing step two of the goodwill impairment test, the Company utilized observable inputs and concluded that an impairment charge was necessary for the full amount of goodwill. As a result of the step two evaluation, the Company recorded a goodwill impairment charge of $ 19.5 million during the three month period ended September 30, 2023. This impairment charge reduced the balance of goodwill to $ 0 . 17. Subsequent Events ATM Program In January 2024, 6,350,000 shares of common stock were issued in a series of sales in accordance with the ATM Program, at an average price of $ 3.13 per share for aggregate net proceeds of approximately $ 19.3 million, after deducting sales agent commissions, but before deducting any expenses related to such sales. Underwritten Public Offering On January 22, 2024, Adicet entered into an Underwriting Agreement (the Underwriting Agreement) with Jefferies LLC and Guggenheim Securities, LLC (the Underwriters) related to an underwritten public offering (the Offering) of 27,054,667 shares (the Shares) of common stock of the Company, par value $ 0.0001 per share (the Common Stock), and, in lieu of Common Stock to an investor, pre-funded warrants (the Pre-Funded Warrants) to purchase 8,445,333 shares of Common Stock (the Warrant Shares). The Shares were sold at a public offering price of $ 2.40 per share and the Pre-Funded Warrants were sold at a public offering price of $ 2.3999 per underlying share, which represents the per share public offering price of each share of common stock minus the $ 0.0001 per share exercise price for each pre-funded warrant. The purchase price paid by the F- 25 Adicet Bio, Inc. Notes to Consolidated Financial Statements Underwriters to the Company was $ 2.256 per Share and $ 2.2559 per Pre-Funded Warrant, representing a discount to the Underwriters of 6.0 %. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 5,325,000 shares of Common Stock. On January 23, 2024, the Underwriters exercised this option in full. The Company received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $ 91.8 million. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. F- 26 EXHIBIT INDEX Exhibit Number Description of Exhibit 3.1 Third Amended and Restated Certificate of Incorporation of the Registrant (as currently in effect) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 30, 2018). 3.2 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of resTORbio, Inc. related to the Reverse Stock Split, dated September 15, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 3.3 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of resTORbio, Inc. related to the Name Change, dated September 15, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 3.4 Amended and Restated Bylaws of the Registrant (as currently in effect) (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 30, 2018) . 4.1 Description of Securities (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 12, 2020). 4.2 Amended and Restated Investors’ Rights Agreement, dated as of November 29, 2017, among the Registrant and the other parties thereto (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 (File No. 333-222373) filed with the SEC on December 29, 2017). 4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2022). 4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 24, 2024). 10.1 Loan and Security Agreement, dated as of April 28, 2020, by and between Banc of California, Inc. and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.26 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.2 First Amendment to Loan and Security Agreement, dated as of July 8, 2020, by and between Banc of California, Inc. and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.32 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.3 Second Amendment to Loan and Security Agreement, dated as of September 14, 2020, by and between Banc of California, Inc. and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.4 Third Amendment to Loan and Security Agreement, dated as of September 15, 2020, by and between Banc of California, Inc. and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.5 Change Order No. 1, dated September 23, 2021, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on March 24, 2022). 10.6 Change Order No. 2, dated March 18, 2022, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on March 24, 2022). 10.7 Change Order No. 3, dated March 18, 2022, by and between Adicet Therapeutics, Inc. and CP Enterprises, Inc. d/b/a CP Construction (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on March 24, 2022). 10.8 Second Amendment to Lease, dated as of June 16, 2022, between Adicet Therapeutics, Inc. as Tenant, and Westport Office Park, LLC, as Landlord (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on June 21, 2022). 10.9+ Antibody Discovery Agreement, dated as of March 23, 2021, by and between the Registrant and Twist Bioscience Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38359) filed with the SEC on November 8, 2022). 10.10+ First Amendment to Antibody Discovery Agreement, dated as of November 8, 2022, by and between the Registrant and Twist Bioscience Corporation (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2023). 10.11+ Fourth Amendment to Loan and Security Agreement, dated as of October 21, 2021, between Adicet Therapeutics, Inc. and Banc of California, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on October 25, 2021). 10.12 Fifth Amendment to Loan and Security Agreement, dated as of December 2, 2022, between Adicet Therapeutics, Inc. and Banc of California, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on December 8, 2022). 10.13 Unconditional Secured Guaranty, dated September 15, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.14+ Affirmation and Amendment of Guaranty, dated as of October 21, 2021, between the Registrant and Banc of California, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on October 25, 2021). 10.15# Second Amended and Restated 2018 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on June 5, 2023). 10.16# 2017 Stock Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended, (File No. 333-222373) filed with the SEC on January 16, 2018) . 10.17# 2015 Stock Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.18# Amended and Restated 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2022). 10.19# 2022 Inducement Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2022). 10.20# First Amendment to the 2022 Inducement Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2023). 10.21# Form of Employment Agreement (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2022). 10.22 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2022). 10.23# Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38359) filed with the SEC on May 9, 2023). 10.24# Amended and Restated Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2022). 10.25 Lease Agreement, dated as of October 31, 2018, by and between Adicet Bio, Inc. as Tenant, and Westport Office Park, LLC as Landlord (incorporated by reference to Exhibit 10.23 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.26 First Amendment to Lease, dated as of December 30, 2020, by and between Adicet Therapeutics, Inc. as Tenant, and Westport Office Park, LLC as Landlord (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on January 5, 2021). 10.27 Third Amendment to Lease, dated as of January 9, 2023, by and between Adicet Therapeutics, Inc. as Tenant, and Westport Office Park, LLC as Landlord (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 15, 2023). 10.28 Office Lease Agreement, dated as of January 8, 2018, by and between resTORbio, Inc. and 500 Boylston and 222 Berkeley Owner (DE) LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1, as amended, (File No. 333-222373) filed with the SEC on January 16, 2018). 10.29 First Amendment to Office Lease, dated as of April 1, 2019, by and between resTORbio, Inc. and 500 Boylston and 222 Berkeley Owner (DE) LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38359) filed with the SEC on May 15, 2019). 10.30 Sublease Agreement, dated as of July 19, 2021, by and between Adicet Bio, Inc. and RFS Opco LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on July 23, 2021). 10.31 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, Inc., as Owner, and CP Enterprises, Inc. d/b/a CP Construction, as Contractor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on April 9, 2021) . 10.32+ Amended and Restated License Agreement, dated as of May 21, 2014, by and between Technion Research and Development Foundation Ltd., acting on behalf of itself and the Technion-Israel Institute of Technology, and Adicet Therapeutics, Inc. as successor in interest to Applied Immune Technology, Ltd. (incorporated by reference to Exhibit 10.27 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.33+ Amendment No. 1 to Amended and Restated License Agreement, dated as of June 30, 2015, by and between Technion Research and Development Foundation Ltd., acting on behalf of itself and the Technion-Israel Institute of Technology, and Applied Immune Technology, Ltd. (incorporated by reference to Exhibit 10.28 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.34+ Amendment No. 2 to Amended and Restated License Agreement, dated as of January 13, 2016, by and between Technion Research and Development Foundation Ltd., Applied Immune Technology, Ltd., and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.29 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.35+ License and Collaboration Agreement, dated as of July 29, 2016, by and between Adicet Bio, Inc. and Regeneron Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.30 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.36+ Amendment No. 1 to License and Collaboration Agreement, dated as of April 24, 2019, by and between Adicet Bio, Inc. and Regeneron Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.31 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on September 16, 2020). 10.37 Sixth Amendment to Loan and Security Agreement, dated as of May 30, 2023, by and between Banc of California, Inc. and Adicet Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38359) filed with the SEC on June 5, 2023). 10.38 Fourth Amendment to Lease, dated as of August 7, 2023, by and between Adicet Therapeutics, Inc. as Tenant, and Westport Office Park, LLC as Landlord (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38359) filed with the SEC on August 9, 2023). 10.39*+ Membership Agreements, dated January 19, 2024 and March 12, 2024, by and between the Registrant and Industrious Bos 131 Dartmouth Street LLC. 19.1* Adicet Bio, Inc. Insider Trading Policy. 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-38359) filed with the SEC on March 12, 2021). 23.1* Consent of KPMG LLP, independent registered public accounting firm. 24.1* Power of Attorney (included on signature page). 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1#* Adicet Bio, Inc. Compensation Recovery Policy. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File * Filed herewith. + Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. # Indicates a management contract or any compensatory plan, contract or arrangement. ** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. I tem 16. 10-K Summary Not applicable. SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) 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 19, 2024 By: /s/ Chen Schor Chen Schor President, Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Chen Schor and Nick Harvey, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Chen Schor Chen Schor President, Chief Executive Officer and Director (principal executive officer) March 19, 2024 /s/ Nick Harvey Nick Harvey Chief Financial Officer (principal financial officer and principal accounting officer) March 19, 2024 /s/ Jeffrey Chodakewitz Jeffrey Chodakewitz, M.D. Director March 19, 2024 /s/ Steve Dubin Steve Dubin Director March 19, 2024 /s/ Carl L. Gordon Carl L. Gordon, Ph.D. Director March 19, 2024 /s/ Aya Jakobovits Aya Jakobovits, Ph.D. Director March 19, 2024 /s/ Michael Kauffman Michael Kauffman, M.D., Ph.D Director March 19, 2024 /s/ Katie Peng Katie Peng Director March 19, 2024 /s/ Andrew Sinclair Andrew Sinclair, Ph.D. Director March 19, 2024