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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-06 · 206 added, 1134 removed, 882 unchanged (60% of the section changed)

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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.

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:

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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, 2025.

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 not effective at the reasonable assurance level as of December 31, 2024 due to the material weakness in our internal control over financial reporting which relates to cash disbursements

described below.

However, after giving full consideration to this material weakness, and the additional analyses and other procedures that we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

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, 2025.

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.

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For additional information, see the related risks in the section entitled " Risk Factors " of this Annual Report on Form 10-K.

In connection with the audit of our financial statements as of and for the years ended December 31, 2024 and 2023, we identified a material weakness in our internal control over financial reporting.

The material weakness we identified was as follows:

• In September and October 2024, certain employee business email accounts were compromised by an unauthorized third party, and as a result, payments intended for certain vendors were fraudulently re-directed into bank accounts presumably controlled by the unauthorized third party.

As a result of the foregoing, we identified a material weakness due to our internal controls having not been adequately designed to prevent or timely detect unauthorized cash disbursements.

Remediation of Material Weakness in Internal Control over Financial Reporting

During the preparation of this Annual Report on Form 10-K, our management has implemented certain additional substantive and analytical review procedures to ensure that information required to be disclosed by us in this report is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Our management, under the supervision of our CEO and CFO, has undertaken a plan to remediate the material weakness identified above.

We have fully implemented certain remediation efforts that are intended to address the identified material weakness.

Specifically, we have added controls within the cash disbursements process that are designed to properly authenticate changes to vendor banking information as well as provide additional layers of review and approval of these changes prior to cash disbursement.

As of the date of this Annual Report on Form 10-K, we believe that the remediation steps taken have been sufficient to remediate the material weakness.

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, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation plan described in our Annual Report on Form 10-K filed with the SEC on March 6, 2025, 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, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

(b) On December 13, 2024 , Francesco Galimi , our former Chief Medical Officer , terminated a trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Galimi’s Rule 10b5-1 trading plan, adopted on November 1, 2024 , provided for the sale from time to time of a maximum of 400,000 shares of our common stock pursuant to the terms of the plan.

Galimi’s Rule 10b5-1 trading plan had not been terminated, it would have expired on November 3, 2025 , or earlier if all transactions under the trading arrangement were completed.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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Directors, Executive Of ficers and Corporate Governance.

The following table sets forth information about our directors and executive officers as of March 6, 2025.

Held with Adicet

Officer Since

Executive Officers

Chen Schor, MBA

President, Chief Executive Officer and Director

Blake Aftab, Ph.D.

Chief Scientific Officer

Nick Harvey, MBA

Chief Financial Officer

Donald Healey, Ph.D.

Chief Technology Officer

Julia Maltzman, M.D.

Chief Medical Officer

Non-Employee Directors

Jeffrey Chodakewitz, M.D.

Steve Dubin, J.D.

Gordon, Ph.D.

Aya Jakobovits, Ph.D.

Lloyd Klickstein, M.D., Ph.D.

Katie Peng, MBA (1)

Andrew Sinclair, Ph.D.

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

Executive Officers

Chen Schor, MBA has served as our President and Chief Executive Officer and as a member of our board of directors since the completion of the Merger.

Previously, he held the role of director, President and Chief Executive Officer at resTORbio since co-founding the company in 2016.

Schor previously served as President, Chief Executive Officer and director of Synta Pharmaceuticals Corp.

from May 2015 until its merger with Madrigal Pharmaceuticals, Inc.

in July 2017, and prior to that, from 2014 until 2016, Mr.

Schor served as the company’s Executive Vice President and Chief Operation Officer.

From September 2012 to December 2014, Mr.

Schor served as President and Chief Executive Officer of Novalere FP, Inc.

From September 2011 to October 2012, Mr.

Schor served as Chief Business Officer of Eleven Biotherapeutics, Inc.

From March 2009 until September 2011, Mr.

Schor served as Vice President of Business Development, global branded products at Teva Pharmaceutical Industries Limited (NYSE:

Schor currently serves on the board of the Alliance for Cancer Gene Therapy, a non-for-profit organization committed to advancing new cancer cell and gene therapies.

He is also chair of the board of directors of Carbon Biosciences, Inc., a member of the board of directors of Karyopharm Therapeutics Inc.

KPTI) since December 2020, and previously served on the board of Brainstorm Cell Therapeutics Inc.

BCLI) from September 2011 to April 2020.

Schor received his MBA.

from Tel Aviv University, a B.A.

in Economics and Accounting from Haifa University and a B.A.

in Biology from Tel Aviv University.

We believe that Mr.

Schor is qualified to serve on our board of directors due to his service as our President and Chief Executive Officer and his extensive knowledge of our company and industry.

Blake Aftab, Ph.D.

has served as our Chief Scientific Officer since October 2021 and previously served as Vice President of Research and Development since April 2021.

Prior to Adicet, Dr.

Aftab worked at Atara Biotherapeutics, Inc.

(Atara) (Nasdaq:

ATRA), where he served as Vice President and Head of Preclinical and Translational Sciences and other various leadership roles from April 2015 to March 2021.

During his tenure at Atara, Dr.

Aftab was responsible for research strategy and execution of Atara’s preclinical science and translational medicine activities.

Prior to that, Dr.

Aftab held various roles of increasing responsibility at the University of California, San Francisco School of Medicine from October 2012 to August 2015.

Aftab received his Ph.D.

from the John Hopkins University School of Medicine and holds a B.S.

in Pharmacology from the University of California.

Nick Harvey, MBA has served as our Chief Financial Officer since the completion of the Merger.

Previously, he served as the Chief Financial Officer since July 2018 and the Executive Vice President and Treasurer since October 2018 of Centrexion Therapeutics Corporation until December 2019, then as Senior Advisor through January 2020.

From June 2017

through June 2018, he served as an independent consultant to private and public life science companies.

Prior to that, Mr.

Harvey served as the Chief Financial Officer of Radius Health Inc.

(acquired by Gurnet Point Capital and Patient Square Capital) from December 2006 to May 2017.

Harvey received a Bachelor of Economics degree and a Bachelor of Laws degree with first-class honors from the Australian National University and an MBA from the Harvard Business School.

Donald Healey, Ph.D.

has served as our Chief Technology Officer since October 2020.

From February 2017 to October 2020, Dr.

Healey served as the Senior Vice President, Operations and Site Head for KBI Biopharma, Inc., a biopharmaceutical contract services organization.

From April 2010 to February 2017, Dr.

Healey held multiple roles including Chief Scientific Officer at Opexa Therapeutics, Inc., where he was responsible for all pre-clinical scientific development, closed-system process design and the scaling of Opexa’s autologous T-cell immunotherapy.

From March 2001 to April 2010, Dr.

Healey held various positions at Argos Therapeutics, Inc.

and ML Laboratories, UK, (formerly Cobra Therapeutics Ltd.).

Healey received his Ph.D.

in Cellular Immunology from University of London, and holds a B.Sc.

in Cellular Pathology from Bristol University.

Julia Maltzman, M.D.

has served as our Chief Medical Officer since January 2025.

Previously, she served as Chief Medical Officer since September 2022 of IconOVir Bio, Inc from September 2022 to January 2025 where she was leading, designing and executing a clinical development program focused on refractory solid tumors.

Prior to that, she held leadership roles at Roche/Genentech, Inc., as VP, Global Head of GI Cancers and Cancer Immunotherapy at Roche/Genentech, Inc.

from 2020 to November 2022, and as Group Medical Director, Cancer Immunotherapy, from 2018 to 2020.

Maltzman received her M.D.

from the University of Colorado, completed her Internship and Residency in the Department of Internal Medicine at the University of Chicago, and completed a Fellowship in the Division of Hematology/Oncology at the University of Pennsylvania.

Maltzman holds a B.A.

in Political Science from the University of Colorado.

Non-Employee Directors

Jeffrey Chodakewitz, M.D.

has served as a member of our board of directors since the completion of the Merger and previously served as a member of the board of directors of resTORbio since August 2018.

Since October 2022, Dr.

Chodakewitz has served as Entrepreneur-in-Residence at Yale University Ventures and since December 2022, he has served as Advisory Partner of Ascenta Capital Management LLC.

From March 2019 to January 2022, Dr.

Chodakewitz served as a senior/executive advisor at Blackstone Life Sciences.

From April 2018 through March 2019, Dr.

Chodakewitz served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals Incorporated (Vertex) (Nasdaq:

Prior to that role, Dr.

Chodakewitz held the roles of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex from January 2014 to April 2018 and was a member of the Vertex Executive Committee.

From December 1990 to December 2013, he worked at Merck & Co., Inc.

MRK), where he served in a number of positions including Head of Infectious Diseases and Vaccines Global Development from August 2013 to December 2013, Senior Vice President of Global Scientific Strategy (Infectious Disease, Respiratory & Immunology) from January 2013 to August 2013 and Senior Vice President of Late Stage Development from March 2011 to January 2013.

Chodakewitz is a Diplomate of the National Board of Medical Examiners and the American Board of Internal Medicine (both Internal Medicine and Infectious Disease).

Chodakewitz has served as a member of the board of directors of Praxis Precision Medicines, Inc.

PRAX) since April 2021, Schrodinger, Inc.

SDGR) since April 2020.

Chodakewitz previously served on the board of Freeline Therapeutics Holdings plc.

(formerly Nasdaq:

FRLN) from September 2019 to February 2024, and of public company Tetraphase Pharmaceuticals Inc.

(formerly Nasdaq:

TTPH) from June 2014 to July 2020, which was acquired by La Jolla Pharmaceutical Company in July 2020.

He holds a B.S in Biochemistry cum laude from Yale University and an M.D.

from the Yale University School of Medicine.

We believe Dr.

Chodakewitz is qualified to serve on our board of directors because of his extensive experience working for various pharmaceutical and biotechnology companies.

Steve Dubin, J.D.

has served as a member of our board of directors since the completion of the Merger.

Since November 2011, Mr.

Dubin has been a Principal in SDA Ventures LLC, a firm focused on assisting emerging growth and middle-market companies, primarily in the health & wellness and nutritional products markets, on matters including corporate development, business acquisition, customer relations, growth strategies and corporate finance.

From 2006 until its acquisition by Koninklijke DSM N.V.

(DSM) in February 2011, Mr.

Dubin served as Chief Executive Officer and a member of the board of directors of Martek Biosciences Corporation (Martek).

He later served as President of DSM’s Nutritional Lipids Division from February 2011 through October 2011 and as a Senior Advisor to DSM Nutritional Products from November 2011 through October 2012.

After joining Martek in 1992 and serving in various management positions, including Chief Financial Officer, Treasurer, Secretary, General Counsel and Senior Vice President, Business Development, he served as President of Martek from 2003 to 2006.

Dubin currently serves as a member of the board of directors of privately held companies Triton Algae Innovations, Ltd., Phytolon LTD and Exosomm LTD.

From May 2013 to March 2024, Mr.

Dubin served on the board of directors of Alcresta Therapeutics, Inc.

Dubin is a certified public accountant and a member of the Maryland Bar.

He holds a bachelor’s degree in accounting from the University of Maryland and a J.D.

from the National Law Center at George

Washington University.

We believe Mr.

Dubin is qualified to serve on our board of directors because of his accounting experience and extensive experience working with emerging growth and middle-market companies.

Gordon, Ph.D., CFA has served as a member of our board of directors since the completion of the Merger and previously served as a member of the board of directors of Former Adicet since August 2015.

Gordon is a Managing Partner at OrbiMed Advisors LLC, an investment firm.

Gordon has served on the boards of directors of ArriVent Biopharma, Inc.

AVBP) since December 2022, Compass Therapeutics, Inc.

CMPX) since September 2015, Keros Therapeutics, Inc.

KROS) since March 2020, Lomond Therapeutics Holdings, Inc.

(trading on OTC) since August 2024, and MBX Biosciences, Inc.

MBX) since July 2020, as well as several private companies.

Gordon previously served on the boards of directors of Gemini Therapeutics, Inc.

(which merged with Disc Medicine, Inc.) from April 2016 to December 2022, Kinnate Biopharma, Inc.

KNTE) from December 2019 to April 2024, ORIC Pharmaceuticals, Inc.

ORIC) from November 2015 to November 2021, Prevail Therapeutics Inc.

(acquired by Eli Lilly and Company) from October 2017 to January 2021, Terns Pharmaceuticals, Inc.

TERN) from October 2018 to February 2025, Theseus Pharmaceuticals, Inc.

THRX) from June 2018 to February 2024, and Turning Point Therapeutics, Inc.

(acquired by Bristol-Myers Squibb Company) from May 2017 to November 2020.

Gordon received a B.A.

in Chemistry from Harvard College, a Ph.D.

in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University.

We believe Dr.

Gordon is qualified to serve as the Chairperson of our board of directors because of his venture capital experience, expertise in the scientific field of molecular biology and financial credentials.

Aya Jakobovits, Ph.D.

has served as a member of our board of directors since the completion of the merger of resTORbio, Inc.

(resTORbio) and Adicet Bio, Inc.

(when referred to prior to the Merger, Former Adicet) in September 2020 (the Merger) and previously served as a member of the board of directors of Former Adicet since November 2014.

Jakobovits founded Former Adicet and served as President and Chief Executive Officer from its incorporation until February 2018.

From February 2018 until February 2019, Dr.

Jakobovits served as a senior strategic advisor to Former Adicet.

Prior to starting Former Adicet, Dr.

Jakobovits served as a Venture Partner with OrbiMed Advisors LLC from 2011 to 2016.

From September 2010 to December 2013, she served as President and Founding Chief Executive Officer of Kite Pharma Inc.

From December 2007 to June 2010, she served as Executive Vice President, Head of Research and Development at Agensys Inc.

(Agensys), an affiliate of Astellas Pharma, Inc.

Before Agensys’ acquisition by Astellas, she served as Agensys’ Senior Vice President, Technology and Corporate Development and Chief Scientific Officer and led its research, development, clinical and corporate development operations from January 1999 to December 2007.

Before Agensys, from 1996 to 1999, Dr.

Jakobovits served as Director, Discovery Research and Principal Scientist at Abgenix Inc.

(acquired by Amgen Inc.) which was spun out of Cell Genesys, Inc.

(Cell Genesys) in 1996 based on the XenoMouse® technology developed under her leadership.

She joined Cell Genesys in 1989 and served ultimately as Director, Molecular Immunology.

Jakobovits currently serves on the boards of directors of Dorian Therapeutics Inc.

She served on the board of UCLA Technology Development Corporation from 2017 to 2022 and on the board of Yeda Research and Development Co.

From 2019 to 2023.

Jakobovits received her B.Sc.

from the Hebrew University of Jerusalem, her M.Sc.

in Chemistry and Ph.D.

in Life Sciences from the Weizmann Institute of Sciences, Israel, and was a postdoctoral fellow at University of California, San Francisco and at Genentech, Inc.

We believe Dr.

Jakobovits is qualified to serve on our board of directors because of her expertise, experience, and track record in forming and growing successful companies and in developing immunotherapy platform technologies and oncology products.

Lloyd Klickstein, M.D., Ph.D.

has served as a member of our board of directors since August 2024.

Klickstein has served as president and chief executive officer of Koslapp Therapeutics, Inc.

since April 2024.

From February 2021 to March 2024, Dr.

Klickstein served as the founding chief executive officer and subsequently as president and chief executive officer of Versanis Bio, Inc., a biopharmaceutical company that addressed medical conditions prevalent in older adults.

Previously, Dr.

Klickstein served as chief innovation officer of Adicet Bio from September 2020 to February 2021 and as chief scientific officer of resTORbio from May 2018 to September 2020.

Prior to joining resTORbio, Dr.

Klickstein was Head of Translational Medicine for the New Indication Discovery Unit (NIDU) and the Exploratory Disease Area (DAx) at Novartis Institutes for Biomedical Research.

Klickstein received his B.S.

degree from Tufts University, his M.D.

degrees from Harvard University, completed post-graduate clinical training in Internal Medicine, Rheumatology & Immunology at BWH and a post-doctoral research fellowship at the Center for Blood Research in Boston.

We believe Dr.

Klickstein is qualified to serve on our board of directors because of his expertise and experience working for various pharmaceutical and biotechnology companies.

Katie Peng, MBA has served as a member of our board of directors since July 2023.

Since September 2021, Ms.

Peng has served as Chief Commercial Officer at Denali Therapeutics Inc.

From April 2017 to September 2021, Ms.

Peng served as the Senior Vice President, Head of the Ophthalmology, Metabolism, Neurosciences, Immunology Business Unit at Genentech, where she was responsible for the oncology, neurology, and rare diseases portfolio, and served as part of Genentech’s commercial leadership team.

From February 2012 to April 2017, Ms.

Peng held a number of senior leadership

positions at Roche Holding AG (Roche), managing the Roche portfolio in the Asia Pacific region as the General Manager of two countries.

Peng has also served as a member of the board of directors of Scholar Rock Holding Corporation (Nasdaq:

SRRK) since February 2024, and serves as a board member for the nonprofit organization California Life Sciences.

She holds a B.A.

from the University of California, Berkeley and an MBA from the Kelley School of Business, Indiana University.

We believe Ms.

Peng is qualified to serve on our board of directors because of her expertise and experience working for various pharmaceutical and biotechnology companies.

Andrew Sinclair, Ph.D.

has served as a member of our board of directors since March 2021.

Sinclair is currently a partner at Abingworth LLP (Abingworth), a life sciences investment group.

He has been at Abingworth since November 2008 where he has served in various positions focusing on investments in public and private biotech and pharmaceutical companies.

Prior to joining Abingworth, he was senior equity analyst, director at HSBC Global Markets, where he was responsible for investment research in the mid-cap pharmaceutical sector.

Previously, Dr.

Sinclair held biotechnology analyst positions at Credit Suisse and SG Cowen.

Sinclair has served on the board of directors of Soleno Therapeutics, Inc.

SLNO) since December 2018 and previously served on the boards of directors of Sierra Oncology, Inc.

(acquired by GSK plc) from November 2019 to July 2022, and Verona Pharma plc (Nasdaq:

VRNA) from July 2016 to April 2022.

Sinclair received his B.Sc.

in Microbiology from King's College London and his Ph.D.

in Chemistry and Genetic Engineering at the BBSRC Institute of Plant Science, Norwich, United Kingdom.

Sinclair qualified as a chartered accountant, formerly with KPMG LLP.

We believe Dr.

Sinclair is qualified to serve on our board of directors due to his extensive background in strategic development within the biotechnology and pharmaceutical industries.

Family Relationships and Legal Proceedings

There are no family relationships between or among any of our directors or executive officers.

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us.

There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors, officers or affiliate, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Code of Business Conduct and Ethics

The information required by this item regarding directors, executive officers and corporate governance will be included in our 2026 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.

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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.

Recommendation of Director Nominees by Stockholders

There have been no material changes to the procedures by which our stockholders may recommend nominees to the Board.

Board Committees

Our board of directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq.

Each such committee reviews its respective charter at least annually.

A current copy of the charter for each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is posted on the corporate governance section of our website, investor.adicetbio.com/corporate-governance/governance-highlights .

Audit Committee

Our Audit Committee is composed of Steve Dubin, Katie Peng, and Andrew Sinclair, Ph.D.

Currently, the Audit Committee is chaired by Mr.

Our board of directors has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.

Our board of directors has designated Steve Dubin as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

During the fiscal year ended December 31, 2024, the Audit Committee met five times.

The Audit Committee’s responsibilities include:

o appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

o pre‑approving auditing and permissible non‑audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

o reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

o reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

o coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

o establishing policies and procedures for the receipt and retention of accounting‑related complaints and concerns;

o recommending based upon the Audit Committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10‑K;

o monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

o preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;

o reviewing all related person transactions for potential conflict of interest situations and approving all such transactions;

o reviewing quarterly earnings releases;

o overseeing our cybersecurity risk management program.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

Compensation Committee

Gordon, Ph.D., Jeffrey Chodakewitz, M.D., and Aya Jakobovits, Ph.D.

serve on the Compensation Committee, which is chaired by Dr.

Our board of directors has determined that each member of the Compensation Committee is “independent” as defined in the applicable Nasdaq rules.

During the fiscal year ended December 31, 2024, the Compensation Committee met seven times and acted by written consent twice.

The Compensation Committee’s responsibilities include:

o annually reviewing and recommending to the board of directors corporate goals and objectives relevant to the compensation of our chief executive officer;

o evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determine the compensation of our chief executive officer;

o reviewing and approving the compensation of our other executive officers;

o reviewing and establishing our overall management compensation, philosophy, and policy;

o reviewing and making recommendations to the board regarding our compensation and similar plans;

o evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

o retaining and approving the compensation of any compensation advisors;

o reviewing and making recommendations to our board of directors about our policies and procedures for the grant of equity‑based awards;

o evaluating and making recommendations to the board of directors about director compensation;

o preparing the Compensation Committee report required by SEC rules, if and when required, to be included in our annual proxy statement;

o reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters;

o reviewing and discussing with the board of directors corporate succession plans for our chief executive officers and our other key officers.

Nominating and Corporate Governance Committee

Since August 19, 2024, Dr.

Sinclair, Lloyd Klickstein, M.D., Ph.D., and Mr.

Dubin have served on the Nominating and Corporate Governance Committee, which is chaired by Dr.

Our board of directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined in the applicable Nasdaq rules.

During the fiscal year ended December 31, 2024, the Nominating and Corporate Governance Committee met twice times and acted by written consent once.

The Nominating and Corporate Governance Committee’s responsibilities include:

o developing and recommending to the board of directors criteria for board and committee membership;

o establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

o reviewing the size and composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

o identifying individuals qualified to become members of the board of directors;

o recommending to the board of directors the persons to be nominated for election as directors and to each of the board of directors’ committees;

o developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines;

o overseeing the annual evaluation of our board of directors and management.

The Nominating and Corporate Governance Committee considers candidates for Board of Director membership suggested by its members and the Chief Executive Officer.

Additionally, in selecting nominees for directors, the Nominating and Corporate Governance Committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors.

Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures which will be described in our 2025 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.

The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations which will be described in our 2025 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.

Identifying and Evaluating Director Nominees.

Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

The board of directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise, and absence of conflicts of interest.

Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards.

Our Nominating and Corporate Governance Committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of our board of directors, although our Nominating and Corporate Governance Committee and our full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates.

Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process.

The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors.

based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders.

In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities.

Insider Trading Policies and Procedures

We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers, employees and other covered persons.

Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers, directors and employees.

Our insider trading policy expressly prohibits purchases of any derivative securities that provide the economic equivalent of ownership.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Executiv e Compensation.

Our named executive officers for the year ended December 31, 2024 are:

• Chen Schor, MBA, our President and Chief Executive Officer;

• Brian Nicholas Harvey (Nick Harvey), MBA, our Chief Financial Officer;

• Blake Aftab, Ph.D., our Chief Scientific Officer and Senior Vice President;

• Francesco Galimi, M.D., Ph.D., our former Chief Medical Officer.

2024 Summary Compensation Table

The following table sets forth information regarding compensation award to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities during the fiscal year ended December 31, 2024.

The following table also presents information regarding compensation awarded to, earned by, and paid to each such individual during the fiscal years ended December 31, 2024 and December 31, 2023, to the extent such individual was a named executive officer for such year.

Name and Principal Position

Salary ($) (1)

Awards ($) (2)

Incentive Plan

Compensation ($) (3)

Compensation ($) (4)

Chen Schor, MBA

President and Chief Executive Officer

Nick Harvey, MBA

Chief Financial Officer

Blake Aftab, Ph.D.

Chief Scientific Officer and Senior Vice President (7)

Francesco Galimi, M.D., Ph.D.

Former Chief Medical Officer (7)

(1) The amounts reported in the “Salary” column set forth the base salary earned during each fiscal year.

(2) In accordance with SEC rules, these columns set forth the aggregate grant date fair value of the stock awards and option awards, as applicable, granted during the applicable fiscal year.

For 2023, the amounts also reflect the incremental fair value with respect to the option repricing that took place in August 2023, calculated as of August 14, 2023.

The amounts are computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting.

These amounts reflect the accounting cost for the equity awards and do not correspond to the actual economic value that may be received by the named executive officer upon exercise of the stock options or vesting or settlement of stock awards.

See Note 12 to this Annual Report on Form 10-K regarding certain assumptions underlying the valuation of equity awards.

(3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column set forth the amount of compensation earned by the executive officers under the Company’s annual performance-based bonus program during each fiscal year.

(4) The amounts reported in the “All Other Compensation” column set forth all of the compensation for each fiscal year that we could not properly report in any other column of the table, including, but not limited to, severance pay as well as the incremental cost to the Company of perquisites and other personal benefits, such as parking reimbursement, relocation assistance, 401(k) match contributions and mobile phone allowances.

(5) Amount includes parking reimbursement of $2,393, 401(k) matching contributions of $15,525 and mobile phone allowance of $720.

(6) Amount includes parking reimbursement of $3,842, 401(k) matching contributions of $15,525 and mobile phone allowance of $720.

Galimi and Aftab were not named executive officers in fiscal year 2023 and, therefore, their 2023 compensation is not disclosed in this summary compensation table.

Additionally, Dr.

Galimi resigned from his position as chief medical officer, effective December 13, 2024.

(8) Amount includes relocation assistance of $75,000, 401(k) matching contributions of $15,525 and mobile phone allowance of $720.

(9) Amount includes severance pay of $433,666 as per the terms of Dr.

Galimi's employment agreement and separation agreement and release.

See section titled “Employment Arrangements with Our Named Executive Officers” below for additional

information on Dr.

Galimi's employment agreement and separation agreement and release.

Amount also includes 401(k) matching contributions of $15,525 and mobile phone allowance of $720.

Narrative to 2024 Summary Compensation Table

Our board of directors and Compensation Committee review compensation annually for all employees, including our executives.

In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company.

We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus or long-term incentives.

Our Compensation Committee has historically reviewed and made recommendations to our board of directors regarding the compensation to be paid to our chief executive officer and determined the compensation of our other executive officers.

Our Compensation Committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer.

Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then approves the compensation of our executive officers other than the chief executive officer without members of management present.

Our board of directors discusses the Compensation Committee’s recommendations and ultimately approves the compensation of our chief executive officer without members of management present.

Aon Consulting, Inc.

(Aon Consulting) advised the board of directors and the Compensation Committee on certain compensation matters and decisions during fiscal year 2024.

Aon Consulting served at the discretion of the Compensation Committee and did not provide any other services to the Company during fiscal year 2024 other than those for which they were engaged by the Compensation Committee.

Our Compensation Committee requires that its compensation consultants be independent of Company management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent.

Our Compensation Committee has determined that Aon Consulting is independent and that its respective work has not raised any conflicts of interest.

Annual base salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our 2024 named executive officers.

Base salaries for our named executive officers are reviewed annually by our Compensation Committee, typically in connection with our annual performance review process, and adjusted from time to time, based on the recommendation of the Compensation Committee, to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

None of our 2024 named executive officers are currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

During 2024, the annual base salaries for each of Messrs.

Schor, Harvey, Aftab and Galimi, were $628,000, $462,000, $471,000 and $495,000, respectively, which was an increase of approximately 3.5%, 3.6%, 3.5% and 3.6%, respectively, as compared to their 2023 annual base salaries.

Galimi resigned from his position as chief medical officer, effective December 13, 2024, and, therefore, his annual salary reflected his partial year of employment for fiscal year 2024, as reflected in the section titled “2024 Summary Compensation Table” above.

Our named executive officers, as well as other executive officers, are eligible to participate in our Cash Incentive Bonus Plan (Bonus Plan) which is an annual bonus program intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year.

The Bonus Plan provides for cash payments based upon the attainment of performance targets established by the Compensation Committee, which may relate to financial and operational measures or objectives with respect to the Company.

Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period.

With respect to performance in fiscal year 2024, the target bonus opportunity as a percentage of base salary for each of Messrs.

Schor, Harvey, Aftab and Galimi were 55%, 40%, 40%, and 40%, respectively.

The 2024 corporate goals used in our 2024 Cash Incentive Bonus Plan were proposed by management, and reviewed and approved by our Compensation Committee and our board of directors in January 2024.

Our board of directors considered and assigned a relative weight to each corporate goal to appropriately focus efforts on achievements that were intended to enhance stockholder value.

Based on the Company’s achievement of certain performance goals and metrics related to our 2024 corporate objectives, the Compensation Committee determined that the bonuses for executives, including our named executive officers, would be paid at 70% of target and paid in the amounts as set forth above in the Summary Compensation Table.

Galimi resigned from his position as chief medical officer, effective December 13, 2024, and, therefore, he did not receive a cash incentive bonus with respect to fiscal year 2024, as reflected in the section titled “2024 Summary Compensation Table” above.

See section titled “Employment Arrangements with Our Named Executive Officers” below for additional information on Dr.

Galimi's employment agreement and separation agreement and release.

Long-term equity incentives

Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance.

In addition, the vesting requirements of our equity awards contribute to executive retention by providing an incentive to our executive officers to remain employed by us during the vesting period.

Significant equity awards are granted at the time an executive officer commences employment.

Thereafter, equity awards may be granted at varying times and in varying amounts in the discretion of our Compensation Committee or, if awards are being granted to the Chief Executive Officer, in the discretion of our board of directors.

None of our executive officers is currently party to an employment agreement that provides for an automatic grant of long-term equity incentives.

During the fiscal year ended December 31, 2024, we granted stock options and restricted stock units to each of our named executive officers, as shown in more detail in the “Outstanding Equity Awards at 2024 Fiscal Year End” table below.

401(k) Savings Plan

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements.

Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan.

The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

The 401(k) plan authorizes employer discretionary match contributions.

We match 100% of the first 3% and 50% of the next 3% of the contributions that eligible participants make to the 401(k) plan up to 6.00% of the participant’s eligible compensation.

Health and Welfare Benefits

All of our full-time employees, including our executive officers, are eligible to participate in our health and welfare benefits, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance, and 401(k) plan.

Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees.

We do not offer any defined benefit pension plans or nonqualified defined compensation arrangements for our employees, including our named executive officers.

Perquisites and Personal Benefits

Our policy in 2024 was generally not to provide significant perquisites and personal benefits to our executive officers, including our named executive officers, other than reimbursements for relocation and commuting expenses and certain other de minimis perquisites to our executive officers, including our named executive officers.

In 2024, we provided Dr.

Aftab relocation assistance of $75,000.

Compensation Recovery Policy

On November 16, 2023, our board adopted a compensation recovery policy, which became effective on October 2, 2023.

The compensation recovery policy provides that in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we will seek to recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

The full text of the compensation recovery policy is included as Exhibit 97.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Policy on the Timing of Awards of Options and Other Option-Like Instruments

We generally grant annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year.

This grant date timing coincides with our calendar-year-based employee review cycle, allowing managers to deliver the equity awards close in time to performance reviews and feedback.

In addition, new hires receive equity grants at the time of their hiring.

During 2024, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Compensation Committee met to discuss the size and nature of the equity awards for our named executive officers on December 12, 2023, January 4, 2024 and January 24, 2024.

The Compensation Committee discussed the Company’s projected equity usage for fiscal year 2024 and potential dilutive impact of equity awards to our named executive officers, and determined to grant a number of the annual equity awards for the named executive officers effective immediately as of January 24, 2024 with the remaining number of their respective annual awards to be granted contingent upon the approval of the Shareholder Proposal (as defined below).

During 2024, consistent with our ordinary course practice of granting equity awards in the first quarter of the fiscal year, we granted stock options to our Named Executive Officers on January 24, 2024 (the “January 24th Awards”), which was the same business day that we filed the Current Report on Form 8-K announcing the closing of our underwritten public offering of 27,054,667 shares of our common stock, and, in lieu of common stock to an investor, pre-funded warrants to purchase 8,445,333 shares of common stock (collectively, the “January 2024 Offering”).

The Company originally publicly announced the launch and pricing of the January 2024 Offering on January 22, 2024 via launch and pricing press releases as well as the filing of the preliminary prospectus supplement with the SEC.

On January 26, 2024, following finalization of the terms of the Shareholder Proposal, the Compensation Committee approved the grant of the remainder of the annual equity awards, contingent upon the approval of the shareholders of an amendment to the Amended and Restated 2018 Stock Option and Grant Plan (the “Shareholder Proposal”) and with an exercise price equal to the closing price of the Common Stock on the date of the Compensation Committee approval (the “Contingent Awards”).

To the extent the Shareholder Proposal was not approved by the shareholders, the Contingent Awards would have been forfeited in their entirety.

On June 5, 2024, the Company held its annual meeting of shareholders, where, among other things, the shareholders approved the Shareholder Proposal.

Also on June 5, 2024, we furnished a Form 8-K announcing that we had received FDA Fast Track Designation for ADI-001 in Lupus Nephritis and on June 7, 2024, we filed a Current Report on Form 8-K announcing the results of the annual meeting.

Grant Date (1)

Number of securities underlying the award

Exercise price of the award ($/Share) (2)

Grant Date fair value of the award ($)

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Francesco Galimi

(1) The awards with a grant date of June 5, 2024 were approved by the compensation committee on January 26, 2024, contingent upon shareholder approval of an amendment to our equity plan, which approval was obtained at the annual meeting on June 5, 2024.

Accordingly, such grants have an exercise price equal to the closing price on January 26, 2024, and were not made in contemplation of or in connection with the disclosures made on June 5, 2024 or June 7, 2024 in separate Current Report on Form 8-Ks.

(2) Each of the option awards has a ten-year term and vests over four years.

The amounts are computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting.

See Note 12 to this Annual Report on Form 10-K regarding certain assumptions underlying the valuation of equity awards.

(3) Calculated using the closing price of our common stock on the Nasdaq Global Select Market on January 24, 2024, and January 25, 2024, of $2.40 and $2.47 per share, respectively, given the filing of the Current Report on Form 8-K announcing the closing of the January 2024 Offering on January 24, 2024.

As disclosed above, the January 2024 Offering was disclosed to the public on January 22, 2024.

Accordingly, on January 22, 2024 and January 23, 2024, the trading days ending immediately prior and beginning immediately following the actual disclosure of the material non-public information to the public via launch and pricing press releases and the filing of a preliminary prospectus, the closing price of our common stock on the Nasdaq Global Select Market was $2.48 and $2.51.

(4) Calculated using the closing price of our common stock on the Nasdaq Global Select Market on June 4, 2024, and June 6, 2024, of $1.44 and $1.40 per share, respectively.

As disclosed above, the June 5, 2024 awards were approved on January 26, 2024.

Accordingly, the percentage change in market value of the closing price on January 26, 2024 (which reflects the exercise price of such grants) compared to the closing price of our common stock on June 6, 2024, represents a change of -44.7%.

Employment Arrangements with Our Named Executive Officers

In March 2017, we entered into an offer letter with Mr.

Schor, as amended in January 2018 and September 2020.

Under his amended offer letter, Mr.

Schor is entitled to receive an annual base salary, an annual target bonus expressed as a percentage of his annual base salary, reimbursements for reasonable expenses, and is eligible to participate in our employee benefit plans, subject to the terms of such plans.

In the event Mr.

Schor’s employment is terminated by us without cause or by him for good reason, and such termination occurs outside of a change in control period, Mr.

Schor shall be entitled to receive, subject to his execution and non-revocation of a release in favor of the Company (i) an amount equal to twelve (12) months of Mr.

Schor’s base salary;

(ii) any unpaid bonus earned for the year preceding the date of Mr.

Schor’s employment termination, payable at the time it otherwise would have been paid had Mr.

Schor’s employment with the Company not terminated;

and (iii) a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the

Company would have made to provide health insurance to Mr.

Schor and covered dependents if the executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the date of termination;

(B) the date that Mr.

Schor becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of the Mr.

Schor health continuation rights under COBRA.

The amounts payable under (i) and (iii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing within 60 days after the date of termination.

Schor’s amended offer letter further provides that, in the event that his employment is terminated by us without cause or by him for good reason, and such termination occurs 3 months prior to or within the 12-month period following a change of control, then in lieu of the payments and benefits described above, Mr.

Schor shall be entitled to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) a lump sum cash payment equal to 1.5 times the sum of his then current base salary and target annual incentive compensation for the then-current year (or the target annual incentive compensation in effect immediately prior to the change in control, if higher), (ii) a lump sum cash payment of any unpaid bonus earned for the year preceding the date of Mr.

Schor’s employment termination, payable at the time it otherwise would have been paid had Mr.

Schor’s employment with the Company not terminated, (iii) a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to Mr.

Schor and covered dependents if Mr.

Schor had remained employed by the Company until the earliest of (A) the eighteen (18) month anniversary of the date of termination;

(B) the date that Mr.

Schor becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of Mr.

Schor’s health continuation rights under COBRA, and (iv) full acceleration of all time-based stock options and other time-based stock-based awards held by Mr.

All references to “cause,” “good reason,” “change in control period” and “change in control” are as defined in his amended offer letter.

The payments and benefits provided to Mr.

Schor in connection with a change in control may not be eligible for a federal income tax deduction for the company pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, and may subject Mr.

Schor to an excise tax under Section 4999 of the Code.

If the payments or benefits payable to Mr.

Schor in connection with a change in control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to Mr.

In September 2020, we entered into an employment agreement with Mr.

Under his agreement, Mr.

Harvey is entitled to receive an annual base salary, an annual target bonus expressed as a percentage of his base salary, reimbursements for reasonable expenses, and is eligible to participate in our employee benefit plans, subject to the terms of such plans.

The company granted Mr.

Harvey an inducement grant equal to one percent of the issued and outstanding shares of the company, which fully vests over a period of four years.

In the event Mr.

Harvey’s employment is terminated by us without cause or by him for good reason, and such termination occurs outside of a change in control period, Mr.

Harvey will be eligible to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) an amount equal to nine (9) months of the Mr.

Harvey’s base salary;

(ii) any unpaid bonus earned for the year preceding the date of Mr.

Harvey’s employment termination, payable at the time it otherwise would have been paid had the Mr.

Harvey’s employment with the Company not terminated;

and (iii) a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to Mr.

Harvey and covered dependents if Mr.

Harvey had remained employed by the Company until the earliest of (A) the nine (9) month anniversary of the date of termination;

(B) the date that Mr.

Harvey becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of Mr.

Harvey’s health continuation rights under COBRA.

The amounts payable under (i) and (iii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the date of termination.

Harvey’s employment agreement further provides that, in the event that his employment is terminated by us without cause or by him for good reason, and such termination occurs within the 12-month period following a change of control, then in lieu of the payments and benefits described above, Mr.

Harvey shall be entitled to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) a lump sum in cash in an amount equal to one (1) times the sum of (A) Mr.

Harvey’s then-current base salary (or Mr.

Harvey’s base salary in effect immediately prior to the change in control, if higher) plus (B) Mr.

Harvey’s target bonus for the then-current year (or Mr.

Harvey’s target bonus in effect immediately prior to the change in control, if higher), (ii) any unpaid bonus earned for the year preceding the date of Mr.

Harvey’s employment termination, payable at the time it otherwise would have been paid had Mr.

Harvey’s employment with the Company not

terminated, (iii) 100% acceleration of all time-based equity awards held as of the date of termination and (iv) subject to his election of COBRA health continuation coverage, for up to twelve (12) months or his COBRA health continuation period, whichever ends earlier, a monthly cash payment equal to the monthly employer contribution that the Company would have made to provide health insurance to him if he has remained employed by the Company.

All references to “cause”, “good reason”, “change in control period” and “change in control” are as defined in his employment agreement.

The payments and benefits provided to Mr.

Harvey in connection with a change in control may not be eligible for a federal income tax deduction for the company pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, and may subject Mr.

Harvey to an excise tax under Section 4999 of the Code.

If the payments or benefits payable to Mr.

Harvey in connection with a change in control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to Mr.

Blake Aftab, Ph.D.

In April 2021, we entered into an employment agreement with Dr.

Aftab, as amended in October 2021.

Under his amended agreement, Dr.

Aftab is entitled to receive an annual base salary, an annual target bonus expressed as a percentage of his base salary and reimbursements for reasonable expenses, and is eligible to participate in our employee benefit plans, subject to the terms of such plans.

Under the amended agreement, the company provided Dr.

Aftab with a fully taxable relocation allowance of up to $6,250 per month (for up to four years from his permanent relocation date), less all required deductions and withholdings.

In the event Dr.

Aftab’s employment is terminated by us without cause or by him for good reason, and such termination occurs outside of a change in control period, Dr.

Aftab will be eligible to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) an amount equal to nine (9) months of Dr.

Aftab’s base salary;

(ii) any unpaid bonus earned for the year preceding the date of Dr.

Aftab’s employment termination, payable at the time it otherwise would have been paid had Dr.

Aftab’s employment with the Company not terminated;

(iii) an amount equal to the lesser of (A) nine (9) months of the monthly relocation allowance or (ii) the number of months of the monthly relocation allowance remaining in the four-year period following his permanent relocation;

and (iv) a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to Dr.

Aftab and covered dependents if Dr.

Aftab had remained employed by the Company until the earliest of (A) the nine (9) month anniversary of the date of termination;

(B) the date that Dr.

Aftab becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of Dr.

Aftab’s health continuation rights under COBRA.

The amounts payable under (i) and (iv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the date of termination.

Aftab’s employment agreement further provides that, in the event that his employment is terminated by us without cause or by him for good reason, and such termination occurs within the 12-month period following a change of control, then in lieu of the payments and benefits described above, Dr.

Aftab shall be entitled to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) a lump sum in cash in an amount equal to one (1) times the sum of (A) Dr.

Aftab’s then-current base salary (or Dr.

Aftab’s base salary in effect immediately prior to the change in control, if higher) plus (B) Dr.

Aftab’s target bonus for the then-current year (or Dr.

Aftab’s target bonus in effect immediately prior to the change in control, if higher), (ii) any unpaid bonus earned for the year preceding the date of Dr.

Aftab’s employment termination, payable at the time it otherwise would have been paid had Dr.

Aftab’s employment with the Company not terminated, (iii) an amount equal to the lesser of (A) nine (9) months of the monthly relocation allowance or (ii) the number of months of the monthly relocation allowance remaining in the four-year period following his permanent relocation;

(iv) 100% acceleration of all time-based equity awards held as of the date of termination and (v) subject to his election of COBRA health continuation coverage, for up to twelve (12) months or his COBRA health continuation period, whichever ends earlier, a monthly cash payment equal to the monthly employer contribution that the Company would have made to provide health insurance to him if he has remained employed by the Company.

All references to “cause,” “good reason,” “change in control period” and “change in control” are as defined in his employment agreement.

Francesco Galimi

In October 2021, we entered into an employment agreement with Dr.

Under his employment agreement, Dr.

Galimi was entitled to receive an annual base salary, an annual target bonus expressed as a percentage, reimbursements for reasonable expenses, and was eligible to participate in our employee benefit plans, subject to the terms of such plans.

company also provides Dr.

Galimi with a fully taxable commuter reimbursement for reasonable travel, less all required deductions and withholdings.

In the event Dr.

Galimi’s employment was terminated by us without cause or by him for good reason, and such termination occurs outside of a change in control period, Dr.

Galimi was eligible to receive, subject to his execution and non-revocation of a separation agreement and release in favor of the Company, (i) an amount equal to nine (9) months of Dr.

Galimi’s base salary;

(ii) any unpaid bonus earned for the year preceding the date of Dr.

Galimi’s employment termination, payable at the time it otherwise would have been paid had Dr.

Galimi’s employment with the Company not terminated;

Galini and covered dependents if Dr.

Galimi had remained employed by the Company until the earliest of (A) the nine (9) month anniversary of the date of termination;

(B) the date that Dr.

Galimi becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of Dr.

Galimi’s health continuation rights under COBRA.

The amounts payable under (i) and (iii), to the extent taxable, are paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the date of termination.

Galimi’s employment agreement further provided that, in the event that his employment was terminated by us without cause or by him for good reason, and such termination occurred within the 12-month period following a change in control, then in lieu of the payments and benefits described above, Dr.

Galimi would be entitled to receive, subject to his execution and non-revocation of a release in favor of the Company, (i) a lump sum in cash in an amount equal to one (1) times the sum of (A) Dr.

Galimi’s then-current base salary (or Dr.

Galimi’s base salary in effect immediately prior to the change in control, if higher) plus (B) Dr.

Galimi’s target bonus for the then-current year (or Dr.

Galimi’s target bonus in effect immediately prior to the change in control, if higher), (ii) any unpaid bonus earned for the year preceding the date of Dr.

Galimi’s employment termination, payable at the time it otherwise would have been paid had Dr.

Galimi’s employment with the Company not terminated, (iii) 100% acceleration of all time-based equity awards held as of the date of termination and (iv) subject to his election of COBRA health continuation coverage, for up to twelve (12) months or his COBRA health continuation period, whichever ends earlier, a monthly cash payment equal to the monthly employer contribution that the Company would have made to provide health insurance to him if he has remained employed by the Company.

All references to “cause,” “good reason,” “change in control period” and “change in control” are as defined in his employment agreement.

In December 2024, we entered into a separation agreement and release with Dr.

Under his separation agreement and release, Mr.

Galimi was entitled to receive (i) an amount equal to nine (9) months of Dr.

Galimi’s base salary;

and (ii) a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to Dr.

Galini and covered dependents if Dr.

Galimi had remained employed by the Company until the earliest of (A) the nine (9) month anniversary of the date of termination;

(B) the date that Dr.

Galimi becomes eligible for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of Dr.

Galimi’s health continuation rights under COBRA.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking.

Our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy.

As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Outstanding Equity Awards at 2024 Fiscal Year End Table

Option Awards (1)

Grant Date and Vesting Commencement Date

Number of Securities

Underlaying Unexercised Options(#)

Vested ($) (3)

Unexercisable

Francesco Galimi

(1) All equity awards listed in this table were granted pursuant to our 2015 Plan and 2018 Plan.

(2) For options granted prior to August 13, 2023, the option exercise prices reflects the effect of the option repricing which took effect on August 14, 2024 and reduced the exercise price of outstanding options under the 2018 and 2015 Plans to $2.14.

Options granted after August 14, 2023 have an exercise price equal to the closing stock price on the date of grant.

(3) The market value is based on the closing price of our common stock on December 31, 2024, the last trading day of our fiscal year 2024, in the amount of $0.96 per share.

(4) Represents fully vested shares of common stock subject to this option.

(5) 1/48th of the shares subject to the option vest on each of the next forty-eight (48) monthly anniversaries of the vesting commencement date, provided that the optionee remains in continuous service as of the applicable vesting date.

(6) Restricted Stock Units (RSUs) vest in three (3) annual installments, with 1/3 vesting on each of January 24, 2024, January 24, 2025 and January 24, 2026.

(7) Restricted Stock Units (RSUs) vest in three (3) annual installments, with 1/3 vesting on each of January 24, 2025, January 24, 2026 and January 24, 2027.

(8) 25% of the shares subject to the option vest twelve (12) months after the vesting commencement date, and 1/36th of the remaining unvested shares subject to the option vest on each of the next thirty-six (36) monthly anniversaries of the vesting commencement date thereafter, provided that the optionee remains in continuous service as of the applicable vesting date.

(9) The vesting commencement date for this grant is April 5, 2021.

(10) The vesting commencement date for this grant is April 29, 2022.

Director Compensation

The table below shows all compensation earned by or paid to our non-employee directors during 2024.

Schor, our chief executive officer, did not receive any compensation for his services as director in 2024 and, consequently, is not included in this table.

The compensation received by Mr.

Schor during 2024 is set forth in the section of this Annual Report on Form 10-K captioned “2024 Summary Compensation Table”.

Option Awards

Jeffrey Chodakewitz, M.D.

Gordon, Ph.D.

Aya Jakobovits, Ph.D.

Michael Kauffman, M.D.

Lloyd Klickstein, M.D.

Andrew Sinclair, Ph.D.

(1) Amounts represent cash compensation for services rendered by each member of the board of directors.

(2) Amounts shown reflect the grant date fair value of stock option and restricted stock unit awards granted during 2024.

The grant date fair value was computed in accordance with FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting.

These amounts reflect the accounting cost for the stock options and RSU awards and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options.

See Note 12 to this Annual Report on Form 10-K regarding certain assumptions underlying the valuation of equity awards.

(3) The following table shows the number of outstanding stock options and restricted stock units held by our directors as of December 31, 2024:

Number of Shares

Stock Options

Number of Shares

Restricted Stock Units

Jeffrey Chodakewitz, M.D.

Gordon, Ph.D.

Aya Jakobovits, Ph.D.

Michael Kauffman, M.D.

Lloyd Klickstein, M.D.

Andrew Sinclair, Ph.D.

Kauffman resigned from our board of directors, effective August 19, 2024.

His cash fees earned represent a pro-rated amount from January 1, 2024 through August 19, 2024, the date he ceased being a member of our board of directors.

Klickstein was appointed to the board, effective August 19, 2024.

Klickstein received an initial stock option grant to purchase 70,200 shares of the Company’s common stock.

In addition, Dr.

Klickstein replaced Dr.

Kauffman as a member of the nominating and corporate governance committee, effective August 19, 2024.

His cash fees earned represent a pro-rated amount from August 19, 2024 through December 31, 2024.

Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member.

The chairman of each committee receives a higher retainer for such service.

These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors.

The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof.

In addition, effective as of January 24, 2023, each new non-employee director elected to our board of directors will be granted an initial, one-time award of a stock option to purchase 70,200 shares, which shall vest in thirty-six (36) equal monthly installments over a three-year period from the date of grant, subject to continued service as a director through each such vesting date.

Additionally, on the date of each annual meeting of stockholders of our company, each continuing non-employee director will receive an annual equity award of 26,400 options and 5,900 restricted stock units which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting of stockholders;

provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board of directors determines that the circumstances warrant continuation of vesting.

This non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

The information required by this item regarding executive compensation will be included in our 2026 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).

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

The following table provides information as of December 31, 2024 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category

Number of Securities

To Be Issued Upon

Outstanding Options, Warrants and Rights

Weighted Average

Exercise Price of

Outstanding Options, Warrants and Rights

Number of Securities

Remaining Available

for Future Issuance

under Equity Compensation Plans

(Excluding Securities in First Column)

Equity compensation plans approved by security holders (1)(2)(3)(4)

Equity compensation plans not approved by security holders

(1) Includes the following plans:

our 2014 Share Option Plan (2014 Plan), 2015 Plan, the 2017 Plan, the 2018 Plan, and 2018 Employee Stock Purchase Plan (2018 ESPP).

(2) As of December 31, 2024, a total of 15,857,403 shares of our common stock are authorized for issuance pursuant to the Amended 2018 Plan, which number excludes the 4,542,314 shares that were added to the Amended 2018 Plan as a result of the automatic annual increase of 5% on January 1, 2025.

(3) As of December 31, 2024, a total of 1,155,556 shares of our common stock are authorized for issuance pursuant to the 2018 ESPP, which number excludes the 824,009 shares that were added to the 2018 ESPP as a result of the automatic annual increase of 1% on January 1, 2025.

(4) As of December 31, 2024, an aggregate of 870,302 shares of common stock were issuable upon the exercise of outstanding stock options under the 2015 Plan at a weighted average exercise price of $2.14 per share and an aggregate of 18,987 shares of common stock were issuable upon the exercise of outstanding stock options under the 2014 Plan at a weighted average exercise price of $1.61 per share.

Pursuant to the Amended 2018 Plan, any shares of Common Stock subject to outstanding grants under the 2015 Plan that terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, vested or paid under the 2015 Plan after the Effective Date of the Amended 2018 Plan shall be available for issuance under the Amended 2018 Plan (such shares, the “Rollover Shares”).

As of December 31, 2024, a total of 20,264 shares of our common stock were available for issuance under the 2018 Plan as Rollover Shares from the 2015 Plan.

Since the date of effectiveness of the Merger, the Company has not and will not grant any further awards under the 2014 Plan.

Additionally, since the date of the 2023 Shareholder meeting, the Company has not and will not grant any further awards under the 2015 Plan.

(5) Includes:

(i) an aggregate of 12,517,231 shares of common stock issuable upon the exercise of outstanding stock options under the Amended 2018 Plan;

(ii) 719,656 shares of common stock issuable upon the vesting of RSUs under the Amended 2018 Plan;

(iii) 870,302 shares of common stock issuable upon the exercise of outstanding stock options under the 2015 Plan;

and (iv) 18,987 shares of common stock issuable upon the exercise of outstanding stock options under the 2014 Plan.

(6) Represents option awards granted to individuals as an inducement material to the individual’s entry into employment with us.

Each such grant was approved by our Compensation Committee.

Under applicable Nasdaq listing rules, inducement grants are not subject to stockholder approval.

In January 2022, our board of directors approved the 2022 Inducement Plan (Inducement Plan) and authorized 1,000,000 shares for issuance under the Inducement Plan.

In January 2023, our board of directors amended the Inducement Plan to increase the authorized shares to 2,000,000.

In January 2025, our board of directors amended the Inducement Plan to increase the authorized shares to 2,750,000.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of March 3, 2025 by:

each of our directors;

each of our named executive officers;

all of our directors and executive officers as a group; and

each person, or group of affiliated persons, who is known by us to beneficially own greater-than-5.0% of our common stock.

The column entitled “Shares of Common Stock Beneficially Owned” is based on a total of 82,661,803 shares of our common stock outstanding as of March 3, 2025.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock.

Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 3, 2025, and any RSUs that vest within 60 days of March 3, 2025, are considered outstanding and beneficially owned by the person holding the stock options and RSUs for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.

Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

Unless otherwise indicated, the address for each beneficial owner is c/o Adicet Bio, Inc., 131 Dartmouth Street, 3rd Floor, Boston, Massachusetts 02116.

Name of Beneficial Owner

Common Stock Beneficially Owned

Percentage of Shares

Greater than 5% Stockholders

Entities affiliated with OrbiMed (1)

RA Capital Healthcare Fund, L.P.

Tang Capital Partners, LP (3)

Named Executive Officers and Directors

Chen Schor (4)

Nick Harvey (5)

Blake Aftab Ph.D.

Jeffrey Chodakewitz, M.D.

Steve Dubin (8)

Gordon, Ph.D.

Aya Jakobovits, Ph.D.

Lloyd Klickstein, M.D., Ph.D.

Katie Peng (11)

Andrew Sinclair, Ph.D.

All Current Executive Officers and Directors as a Group (12 persons) (13)

* Represents beneficial ownership of less than one percent.

(1) Based solely on a Schedule 13D/A filed with the SEC on March 21, 2024 by OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, OrbiMed Capital GP V LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, Carl L.

Gordon and Erez Chimovits.

Consists of (i) 99,300 shares of common stock issuable upon exercise of options held by Dr.

Gordon exercisable within 60 days of March 3, 2025, (ii) 5,900 shares of common stock held by Dr.

Gordon, (iii) 1,255,985 shares of common stock held by OrbiMed Genesis Master Fund, L.P.

(Genesis), (iv) 1,027,885 shares of common stock held by OrbiMed Israel Partners Limited Partnership (OIP), (v) 646,657 shares of common stock held by OrbiMed Israel Partners II, L.P.

(OIP II), (vi) 7,526,359 shares of common stock held by OrbiMed Private Investments V, LP (OPI V), and (vii) 990,254 shares of common stock held by OrbiMed Private

Investments VI, LP (OPI VI).

OrbiMed Genesis GP LLC (Genesis GP) is the general partner of Genesis and OrbiMed Advisors LLC (OrbiMed Advisors) is the managing member of Genesis GP.

By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities.

OrbiMed Israel BioFund GP Limited Partnership (BioFund GP) is the general partner of OIP and OrbiMed Israel GP Ltd.

(Israel GP) is the general partner of BioFund GP.

By virtue of such relationships, BioFund GP and Israel GP may be deemed to have voting power and investment power over the securities held by OIP and as a result, may be deemed to have beneficial ownership over such securities.

Israel GP exercises its investment and voting power through a management committee comprised of Dr.

Gordon and Mr.

Chimovits, each of whom disclaims beneficial ownership of the shares of common stock held by OIP.

OrbiMed Israel GP II, L.P.

(Israel GP II) is the general partner of OIP II and OrbiMed Advisors Israel II Limited (Advisors Israel) is the general partner of Israel GP II.

By virtue of such relationships, Israel GP II and Advisors Israel may be deemed to have voting power and investment power over the securities held by OIP II and as a result, may be deemed to have beneficial ownership over such securities.

Advisors Israel exercises its investment and voting power through a management committee comprised of Dr.

Gordon, David P.

Bonita, and Mr.

Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.

OrbiMed Capital GP V LLC (GP V) is the general partner of OPI V and OrbiMed Advisors is the managing member of GP V.

By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI V and as a result, may be deemed to have beneficial ownership over such securities.

OrbiMed Capital GP VI LLC (GP VI) is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI.

By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities.

OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Dr.

Gordon, Sven H.

Borho, and W.

Carter Neild, each of whom disclaims beneficial ownership of the shares of common stock held by Genesis, OPI V, and OPI VI.

Gordon, a member of OrbiMed Advisors, is a member of our board of directors.

OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54 th Floor, New York, New York 10022.

Israel GP and Advisors Israel II have their principal offices at 5 Hahoshlim Street, Building B, 1 st Floor, Herzliya Pituach, Israel.

(2) Based solely on a Schedule 13G/A filed with the SEC on November 14, 2024 by RA Capital Management, L.P.

(RA Capital).

Consists of (i) 7,541,000 shares of common stock held by RA Capital Healthcare Fund, L.P.

(the Fund), (ii) 767,532 shares of common stock that the Fund beneficially owns based on the right to acquire upon exercise of pre-funded warrants, subject to the beneficial ownership blocker of the pre-funded warrants.

The beneficial ownership blocker of the pre-funded warrants precludes the exercise of the pre-funded warrants to the extent that, following exercise, the Fund, together with its affiliates, would beneficially own more than 9.99% of the shares of common stock outstanding immediately after giving effect to the exercise.

Does not include pre-funded warrants to purchase an additional 7,677,801 shares of common stock held by the Fund, which are not deemed beneficially owned by the Fund due to the beneficial ownership blocker.

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund.

The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr.

Peter Kolchinsky and Mr.

Rajeev Shah are the controlling persons.

RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner of any securities of the Company held by the Fund.

The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the ordinary shares held by the Fund.

Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act.

As managers of RA Capital, Dr.

Kolchinsky and Mr.

Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company beneficially owned by RA Capital.

RA Capital, Dr.

Kolchinsky, and Mr.

Shah disclaim beneficial ownership of securities reported herein.

The address for RA Capital is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

(3) Based solely on Schedule 13F filed with the SEC on February 14, 2025 by Tang Capital Partners, LP (Tang Capital), Tang Capital Management, LLC (Tang Capital Management), and Kevin Tang.

Tang Capital Management is the general partner of Tang Capital and Kevin Tang is the manager of Tang Capital Management.

All parties share voting and dispositive power over the shares of common stock reported.

The principal address of Tang Capital, Tang Capital Management and Kevin Tang is 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(4) Consists of (i) 61,835 shares of common stock held directly by Mr.

Schor, (ii) 53,424 shares of common stock held directly by The C.

Schor IRRV Trust, an irrevocable family trust having an independent trustee, (iii) 43,469 shares of common stock held directly by The I.

Schor IRRV Trust, an irrevocable family trust having an independent

trustee and (iv) 2,976,790 shares of common stock issuable upon the exercise of options held by Mr.

Schor exercisable within 60 days of March 3, 2025.

(5) Consists of (i) 64,815 shares of common stock held by Mr.

Harvey, and (ii) 689,387 shares of common stock issuable upon the exercise of options held by Mr.

Harvey exercisable within 60 days of March 3, 2025.

(6) Consists of (i) 34,408 shares of common stock held by Dr.

Aftab, and (ii) 509,436 shares of common stock issuable upon the exercise of options held by Dr.

Aftab exercisable within 60 days of March 3, 2025.

(7) Consists of (i) 5,900 shares of common stock held by Dr.

Chodakewitz and (ii) 93,400 shares of common stock issuable upon the exercise of options held by Dr.

Chodakewitz exercisable within 60 days of March 3, 2025.

(8) Consists of (i) 5,000 shares of common stock held by a revocable trust of which Mr.

Dubin and his spouse are co-trustees, (ii) 5,900 shares of common stock held by Mr.

Dubin and (iii) 93,400 shares of common stock issuable upon the exercise of options held by Mr.

Dubin exercisable within 60 days of March 3, 2025.

(9) Consists of (i) 356,343 shares of common stock held directly by an irrevocable family trust of which Dr.

Jakobovits' spouse is the trustee and Dr.

Jakobovits' daughter is the beneficiary, (ii) 356,343 shares of common stock held directly by an irrevocable family trust of which Dr.

Jakobovits' spouse is the trustee and Dr.

Jakobovits' son is the beneficiary, (iii) 138,076 shares of common stock held by a revocable trust of which Dr.

Jakobovits and her spouse are co-trustees, (iv) 5,900 shares of common stock held by Dr.

Jakobovits and (v) 93,400 shares of common stock issuable upon the exercise of options held by Dr.

Jakobovits exercisable within 60 days of March 3, 2025.

(10) Consists of (i) 102,666 shares of common stock held by Dr.

Klickstein and (ii) 95,600 shares of common stock issuable upon the exercise of options held by Dr.

Klickstein exercisable within 60 days of March 3, 2025.

(11) Consists of (i) 5,900 shares of common stock held by Dr.

Peng and (ii) 40,950 shares of common stock issuable upon the exercise of options held by Ms.

Peng exercisable within 60 days of March 3, 2025.

(12) Consists of (i) 5,900 shares of common stock held by Dr.

Sinclair and (ii) 100,400 shares of common stock issuable upon the exercise of options held by Dr.

Sinclair exercisable within 60 days of March 3, 2025.

(13) Includes (i) the shares of common stock described in note (1), (4), (5) and (6) through (13) above, (ii) 41,936 shares of common stock held by other executive officers Donald Healey, Ph.D., our Chief Technology Officer and Julia Maltzman, M.D., our Chief Medical Officer, (iii) 568,026 shares of common stock issuable upon exercise of options held by Dr.

Healey and Dr.

Maltzman exercisable within 60 days of March 3, 2025.

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 2026 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.

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Transactions

Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” above, since January 1, 2023, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average of our total assets amounts at December 31, 2024 and 2023) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Underwritten Public Offering

In January 2024, we entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the underwriters (the Underwriters), related to an underwritten public offering (the Offering) of 32,379,667 shares of our common stock, which included 5,325,000 shares sold and issued upon the exercise in full by the Underwriters of their option to purchase additional shares of common stock, and, in lieu of common stock to certain investors, pre-funded warrants to purchase 8,445,333 shares of common stock.

The shares of common stock 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 pre-funded warrant, 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.

We received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $91.8 million.

We may receive nominal proceeds, if any, from the exercise of the pre-funded warrants.

Certain of our investors, including entities affiliated with OrbiMed purchased shares from the Underwriters in connection with the Offering.

The following table summarizes the purchases on January 24, 2024 of our common stock by our directors and 5% stockholders at such date:

Name of Purchaser

Shares Purchased

Aggregate Purchase Price

OrbiMed Private Investments V, LP (1)

OrbiMed Private Investments VI, LP (1)

OrbiMed Genesis Master Fund, L.P.

Abingworth Bioventures VI LP (2)

(1) As detailed in the section above titled “Principal Stockholders,” entities affiliated with OrbiMed Advisors LLC (OrbiMed Advisors), including OrbiMed Private Investments V, LP, OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P., hold greater than 5% of our outstanding common stock.

Gordon, a member of our Board of Directors, is a founding member, Managing Partner, and Co-Head of Global Private Equity at OrbiMed Advisors.

(2) Abingworth Bioventures VI LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures VI LP.

Immediately prior to the Offering, entities affiliated with Abingworth LLP held greater than 5% of our outstanding common stock.

Sinclair, a member of our Board of Directors, is a partner at Abingworth LLP.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law.

Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

• any breach of their duty of loyalty to our company or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law (DGCL); or

• any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal.

If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

As further detailed in Proposal No.

4 above, we are also asking our shareholders to amend our Third Amended and Restated Certificate of Incorporation to limit liability for certain of our officers.

Specifically, amended DGCL Section 102(b)(7) only permits exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation.

Furthermore, the limitation on liability does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.

In addition, we adopted bylaws which provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise.

Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

We have entered into and, in the future, plan to enter into agreements to indemnify our directors and executive officers.

These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.

Related Person Transaction Policy

Our board of directors adopted a written related person transactions policy providing that transactions with our directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related person, must be approved by our Audit Committee.

This policy became effective on January 25, 2018, the date our registration statement for our initial public offering became effective, and was amended on December 19, 2022.

Pursuant to this policy, the Audit Committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which a related person has or will have a direct or indirect material interest.

For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

As appropriate for the circumstances, the Audit Committee will review and consider:

the related person’s interest in the related person transaction;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party.

Director Independence

Applicable Nasdaq Stock Market LLC (Nasdaq) rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including:

the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that all members of the board of directors, except Mr.

Schor, are independent directors, including for purposes of the rules of Nasdaq and the SEC.

In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock.

There are no family relationships among any of our directors or executive officers.

Schor is not an independent director under these rules because he is an executive officer of the Company.

The information required by this item regarding certain relationships and related transactions and director independence will be included in our 2026 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.

Principal Accoun tant Fees and Services.

Our independent public accounting firm is KPMG LLP, Boston, Massachusetts (PCAOB Auditor ID:

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by KPMG LLP during the years ended December 31, 2024 and December 31, 2023.

Audit Fees (1)

Audit-Related Fees

All Other Fees (3)

(1) Audit fees consist of fees for professional services provided by KPMG LLP for the audit of our annual financial statements, the review of interim consolidated financial statements included in our quarterly reports on Form 10-Q and consultations on accounting matters directly related to the audit.

Audit fees also consist of fees related to registration statements, comfort letters and consents and fees related to statutory audits of our subsidiary.

(2) There were no tax fees in fiscal years 2024 and 2023.

(3) There were no other fees for fiscal years 2024 and 2023.

Audit Committee Pre-approval Policy and Procedures

Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm.

This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months.

Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2024 and 2023 fiscal years, no services were provided to us by KPMG, as applicable, other than in accordance with the pre-approval policies and procedures described above.

The information required by this item regarding principal accounting fees and services will be included in our 2026 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.

Exhibits and Finan cial Statement Schedules.

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Operating lease right-of-use asset

Finance lease right-of-use asset

Other non-current assets

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Operating lease liability

Finance lease liability

Total current liabilities

Operating lease liability, net of current portion

Finance lease liability, net of current portion

Other non-current liabilities

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none issued and outstanding as of December 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 300,000,000 and 150,000,000 shares authorized as of December 31, 2024 and December 31, 2023, respectively;

Common stock, $ 0.0001 par value, 300,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively;

9,586,770 and 5,160,545 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

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(in thousands, except share and per share amounts)

Years Ended December 31,

For the Year Ended December 31,

Operating expenses:

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General and administrative

Goodwill impairment

Total operating expenses

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Stockholders'

Income (Loss)

Balance at December 31, 2023

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Shares withheld for taxes

Issuance of common stock pursuant to at-the-market offering, net of issuance costs of $ 0.6 million

Issuance of common stock and pre-funded warrants pursuant to underwritten public offering, net of issuance costs of $ 6.3 million

Purchase of common stock under Employee Stock Purchase Plan

Stock-based compensation expense

Other comprehensive income

Balance at December 31, 2024

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Shares withheld for taxes

Issuance of common stock pursuant to at-the-market offering, net of issuance costs of $ 0.6 million

Issuance of common stock and pre-funded warrants pursuant to underwritten public offering, net of issuance costs of $ 5.2 million

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Stock-based compensation expense

Other comprehensive income

Other comprehensive loss

Balance at December 31, 2025

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Stock-based compensation expense

Loss on disposal of lease assets

Net amortization of premiums and accretion discounts on investments

Goodwill impairment

Amortization of deferred debt issuance costs

Loss on disposal of property and equipment

Net amortization of premiums and accretion of discounts on investments

Amortization of deferred transaction costs

Changes in operating assets and liabilities:

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Purchases of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

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Taxes withheld and paid related to net share settlement of equity awards

Principal payments on finance leases

Net cash provided by financing activities

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Purchases of property and equipment included in accounts payable and accrued expenses

Right-of-use asset acquired under finance leases

Offering costs in accounts payable and accrued expenses

The accompanying notes are an integral part of these financial statements.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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In May 2024, the Company initiated research and development activities in China through a series of contractual agreements entered into and among Shanghai Adicet Biotechnology Co., Ltd., a variable interest entity (the Adicet VIE), Adicet Shanghai, and the shareholders of the Adicet VIE.

The Company is the primary beneficiary of the Adicet VIE which is considered a consolidated entity under accounting principles generally accepted in the United States of America (U.S.

The Company was the primary beneficiary of the Adicet VIE which was considered a consolidated entity under accounting principles generally accepted in the United States of America (U.S.

In July 2025, Adicet Therapeutics entered into an equity transfer agreement with the then-stockholders of the Adicet VIE to acquire 100% equity interests of the Adicet VIE from its then-stockholders (the Acquisition).

In connection with the Acquisition, tax filings and registration were completed in August 2025.

In August 2025, upon completion of the registration, the Adicet VIE is now a wholly owned subsidiary of Adicet Therapeutics and will continue to conduct research and development activities in China.

The transaction did not have a material impact on the financial statements.

The Company consolidates the financial results of this entity into its consolidated financial statements in accordance with U.S.

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On January 22, 2024, Adicet entered into an Underwriting Agreement (the Underwriting Agreement) with Jefferies LLC (Jefferies) and Guggenheim Securities, LLC (the Underwriters) related to an underwritten public offering (the Offering) of 1,690,917 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 527,833 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 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

The Shares were sold at a public offering price of $ 38.40 per share and the Pre-Funded Warrants

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

were sold at a public offering price of $ 38.3984 per underlying share, which represents the per share public offering price of each share of common stock minus the $ 0.0016 per share exercise price for each pre-funded warrant.

The purchase price paid by the Underwriters to the Company was $ 36.096 per Share and $ 36.0944 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 332,813 shares of Common Stock.

On January 23, 2024, the Underwriters exercised this option in full.

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As of December 31, 2025, no shares of common stock have been sold under the Jefferies Sales Agreement.

The Company expects that its cash, cash equivalents and short-term investments, including the proceeds raised through the JonesTrading 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.

On October 7, 2025, the Company entered into an Underwriting Agreement (the 2025 Underwriting Agreement) related to an underwritten registered direct offering (the 2025 Offering) of 4,375,062 shares (the 2025 Shares) of Common Stock, and, in lieu of Common Stock to an investor, pre-funded warrants (the 2025 Pre-Funded Warrants) to purchase 625,000 shares of Common Stock (the 2025 Warrant Shares).

The 2025 Shares were sold at a price of $ 16.00 per share and the 2025 Pre-Funded Warrants were sold at a price of $ 15.9984 per underlying share, which represents the per share offering price of each share of common stock minus the $ 0.0016 per share exercise price for each pre-funded warrant.

The purchase price paid by the Underwriters to the Company was $ 15.04 per 2025 Share and $ 15.03856 per 2025 Pre-Funded Warrant, representing a discount to the Underwriters of 6.0 %.

The Company received net proceeds from the 2025 Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $ 74.8 million.

The Company may receive nominal proceeds, if any, from the exercise of the 2025 Pre-Funded Warrants.

The Company expects that its cash, cash equivalents and short-term investments, including the proceeds raised through the 2025 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 (the Regeneron Agreement) with Regeneron Pharmaceuticals, Inc, (Regeneron).

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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.

The Company assesses entities for consolidation based on the specific facts and circumstances surrounding that entity.

The Company first considers whether an entity is considered a variable interest entity (VIE) and therefore whether to apply the consolidation guidance under the VIE model.

Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities under the voting interest model.

An entity is considered to be a VIE if any of the following conditions exist:

(i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support, (ii) as a group, the holders of the equity investment at risk lack the power to direct the activities that most significantly impact the entity’s economic performance or the obligation to absorb the expected losses or right to receive the expected residual returns, and (iii) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or right to

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights.

The Company consolidates all VIEs in which it is the primary beneficiary.

An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE.

The consolidation guidance requires an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest.

Performance of that analysis requires judgment.

As described in Note 1, Shanghai Adicet Biotechnology Co., Ltd., has been identified as a VIE and the Company is the primary beneficiary.

Refer to Note 18 for additional information and operating activities for the VIE as of December 31, 2024 .

Reverse Stock Split

On December 26, 2025, the Company announced that the Board of Directors determined to effect a one-for-16 reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $ 0.0001 per share.

The Reverse Stock Split ratio is within the previously disclosed range of ratios for reverse stock split authorized by the stockholders of the Company at the 2025 Special Meeting of Stockholders of the Company held on December 19, 2025.

The Reverse Stock Split took effect at 12:01 a.m.

Eastern Time on December 30, 2025, and the Company's common stock began trading on a split-adjusted basis on The Nasdaq Capital Market as of the opening of trading on December 30, 2025.

On the effective date, every sixteen (16) of Adicet's issued shares of common stock were combined into one issued share of common stock, without any change to the par value per share.

This reduced the number of outstanding shares of common stock from approximately 153.3 million shares to approximately 9.6 million shares.

The Reverse Stock Split did not affect the absolute number of the Company's authorized shares of common stock, which remains at 300,000,000 , but the total number of shares of the Company's common stock available for future issuance increased.

Proportional adjustments have also been made to the number of shares of common stock awarded and available for issuance under the Company's equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company's outstanding stock options and other equity securities under the Company's equity incentive plans.

All outstanding pre-funded warrants have also been adjusted in accordance with their terms, which will result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise prices of such warrants, as applicable.

No fractional shares will be issued in connection with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive fractional shares will automatically be entitled to receive cash in lieu of such fractional share.

Accordingly, unless otherwise noted, all share and per share amounts for all periods presented in this Annual Report on Form 10-K have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split.

The shares of our common stock retained a par value of $ 0.0001 per share.

Use of Estimates

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Actual results could differ from those estimates.

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 17.

Goodwill to our consolidated financial statements.

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.

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Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, restricted cash and short-term investments in treasury securities.

The Company’s cash and cash equivalents, as well as its short-term investments in treasury securities, are held at two financial institutions in the U.S., one financial

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

institution in China and one financial institution in Israel and such amounts may, at times, exceed insured limits.

The Company’s cash and cash equivalents, as well as its short-term investments in treasury securities, are held at two financial institutions in the U.S., one financial institution in China and one financial institution in Israel and such amounts may, at times, exceed insured limits.

The Company invests its cash equivalents in treasury securities and money market funds.

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The Company has not experienced any losses on its deposits of cash and cash equivalents or its short-term investments in treasury securities to date.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Risks and Uncertainties

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Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements.

Restricted cash for year ended December 31, 2024 consists of collateral for letters of credit issued in connection with real estate leases and a letter of credit issued in connection with corporate credit card services.

There was no restricted cash for the year ended December 31, 2023.

Restricted cash for years ended December 31, 2025 and December 31, 2024 consists of collateral for letters of credit issued in connection with real estate leases and a letter of credit issued in connection with corporate credit card services.

Refer to Note 18 for additional information regarding restricted cash.

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Fair Value Measurements.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Property and Equipment, Net

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When assets are retired or otherwise disposed of, the cost and 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.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Impairment of Long-Lived Assets

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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

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products.

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 entitled in exchange for transferring the promised goods and/or services to the customer.

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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.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

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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

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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 minimum lease payments.

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 minimum lease payments.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

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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.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

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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

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

obligation to share in the Company’s losses.

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.

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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.

The Company has evaluated all subsequent events and determined

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

that there are no material recognized or unrecognized subsequent events requiring disclosure, other than as disclosed in these notes to the consolidated financial statements.

Recent Accounting Pronouncements

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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.

In November 2023, the FASB issued ASU No.

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Segment Reporting.

Accounting Pronouncements Not Yet Adopted

In September 2023, the FASB issued ASU No.

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Early adoption is permitted.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

is currently evaluating the impact the adoption that this ASU will have on its consolidated financial statements and related disclosures.

The Company adopted ASU 2023-09 in the fourth quarter of 2025 on a prospective basis.

Refer to Note 14.

Income Taxes.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of income and comprehensive income.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

Fair Value Measurements

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Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

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Treasury securities (1) (3)

Money market funds (2) (3)

Total fair value of assets

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

(1) Included in short-term investments in treasury securities in the consolidated balance sheets.

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(2) Included in cash and cash equivalents in the consolidated balance sheets.

These securities have maturity dates of less than three months from the date of purchase.

(3) Treasury securities and money market funds are included within Level 1 of the fair value hierarchy because they are actively traded and valued using quoted market prices.

Marketable Securities

The following table shows the Company's available-for-sale securities adjusted cost, net unrealized gains and losses and fair value by significant investment category as of December 31, 2024.

There were no marketable securities during the year ended December 31, 2023.

The following tables show the Company's available-for-sale securities adjusted cost, net unrealized gains and losses and fair value by significant investment category as of December 31, 2025 and December 31, 2024, respectively.

December 31, 2025

Adjusted Cost

Amortized Cost

Unrealized Gains

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Treasury securities

December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

Marketable Securities:

Treasury securities

For the years ended December 31, 2025 and 2024, the Company did no t recognize any impairment.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Prepayments to CROs and CDMOs

Prepaid insurance

Prepaid software subscription and licensing fees

Interest receivable

Prepaid maintenance

Prepaid employee benefits

Prepaid professional services

Prepayments to CROs and CDMOs

Other prepaid expenses and current assets

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Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 6.4 million and $ 6.5 million.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Construction in progress has decreased by less than $ 0.1 million during the year ended December 31, 2024 , compared to the balance at December 31, 2023.

The remaining $ 0.2 million in construction in progress as of December 31, 2024 is primarily related to lab and computer equipment not yet placed into service.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

Accrued CRO costs

Accrued compensation

Accrued CDMO costs

Accrued professional services

Accrued CDMO costs

Accrued other research and development expenses

Accrued CRO costs

Accrued other liabilities

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Under the 2021 Loan 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.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Ancillary Services are defined as automated clearinghouse transactions, corporate credit card services, letters of credit, or other treasury management services.

Per the terms of the Loan Agreement, 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.

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The Company paid the $ 10,000 administrative fees in December 2024.

As of December 31, 2024, we have $ 2.9 million of restricted cash held in cash collateral accounts.

As of December 31, 2025, the Company has $ 2.9 million of restricted cash held in cash collateral accounts.

No termination penalty was paid in connection with the Payoff Letter.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Third Party Agreements

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The Company's obligations under the combined performance obligation were completed during the year ended December 31, 2022.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

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On a cumulative basis as of December 31, 2025, the Company has incurred and expensed $ 1.1 million related to project initiation fees, technology access fees and projects fees as research and development expense related to this agreement.

On May 16, 2023, the Company entered into a license and collaboration agreement with CRISPR Therapeutics AG (CRISPR Agreement) to non-exclusively license CRISPR’s gene editing technology (CRISPR Technology) for use in up to a specified number of gamma delta licensed products.

CRISPR also has an option to co-develop and co-commercialize a future gamma delta product (the Option Product).

Additionally, the parties have agreed on prostate-specific membrane antigen (PSMA) as a collaboration target that the Company will develop an Option Product against.

CRISPR has opt-in rights to participate in a 50/50 cost and profit split for the Option Product.

If CRISPR elects to opt-in, the Option Product would be designated a collaboration product.

If CRISPR elects to not opt-in, the Option Product becomes a licensed product.

The Company will lead and be primarily responsible for the development, manufacturing, and commercialization of the Collaboration Product in accordance with plans agreed upon by both parties.

For each licensed product, the Company will retain worldwide rights and may be required to make potential future payments based on the achievement of development and regulatory approval milestones totaling low double digit million dollars for each non-collaboration product, sales milestones totaling low double digit million dollars for each non-collaboration product, and tiered royalties up to low-single digit percentages on net product sales of such product.

Unless earlier terminated, the term of the CRISPR Agreement will terminate (i) on a country-by-country basis with respect to each licensed product until the end of the last royalty term in such country for such licensed product and (ii) when a party opts out for collaboration products.

As of December 31, 2025, the Company has not paid any amounts nor are any amounts owed by the Company under the CRISPR Agreement, and no milestones have been achieved.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

On July 9, 2024, City of Hope (COH) and the Company entered into a license agreement (COH Agreement) under which COH granted the Company a non-exclusive, worldwide license to patent rights related to its membrane-bound IL12 technology for use in gamma delta T cell products (Licensed Products).

The Company may sublicense Licensed Products through multiple tiers.

Unless earlier terminated, the term of the COH Agreement continues, on a country-by-country and Licensed Product-by-Licensed Product basis, until the royalty expiration date for each Licensed Product in each country.

The Company may terminate the COH Agreement at any time, with or without cause, upon advance written notice.

As consideration for the license, the Company may pay fees for development and regulatory milestones that together total in the single digit millions of dollars and sales milestones in the low-to-mid double digit millions of dollars.

Additionally, the Company will pay low single digit percentage royalties on net sales to COH for licensed products covered under the COH Agreement.

The Company will pay COH a portion of all consideration received for sublicensing a Licensed Product, ranging from low double digit percentage to a low single digit percentage, such percentage decreasing as development advances for the Licensed Product.

As of December 31, 2025 , the Company has incurred no payments under the COH agreement.

Commitments and Contingencies

Operating Leases

The Company leases office and laboratory space in Redwood City, California, and Boston, Massachusetts.

The Company has operating leases for office and laboratory space in Redwood City, California, and Boston, Massachusetts, as well as one finance lease for lab instruments.

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).

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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 November 19, 2025, Adicet Therapeutics entered into a fifth lease amendment with Westport Office Park, LLC (the Fifth Amendment).

The Fifth Amendment acknowledges that the portion of the Redwood City Lease related to 1200 Bridge Parkway expired on June 30, 2025.

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).

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The expected undiscounted cash flows to be received from the sublease as of December 31, 2025 is as follows (in thousands):

2027 and thereafter

The Company recognized rent expense, net of sublease income, of $ 4.0 million for both the years ended December 31, 2024 and 2023.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

2027 and thereafter

The Company recognized rent expense, net of sublease income, of $ 3.6 million and $ 4.0 million for the years ended December 31, 2025 and 2024, respectively.

Further, the Company remains liable for the remaining lease payments under the 500 Boylston Lease, totaling $ 0.4 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, 2025 were as follows (in thousands):

Operating Leases

Finance Leases

2031 and thereafter

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imputed interest

Total operating lease liability

Total lease liability

current portion

Operating lease liability, net of current maturities

Lease liability, net of current maturities

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, 2025:

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Redwood City, CA (1000 Bridge Parkway)

Redwood City, CA (1200 Bridge Parkway)

Weighted Average

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, 2024 (in thousands):

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Lease costs and information related to the lease right-of-use assets, net and lease liabilities consisted of the following (in thousands):

Twelve months ended December 31,

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Short-term lease cost

Finance lease cost:

Amortization of right-of-use assets

Interest on lease liabilities

Sublease income

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Operating cash flows used for lease liabilities

Weighted-average remaining lease term - operating leases

Financing cash flows used for finance lease liabilities

Weighted-average remaining lease term - operating leases (in years)

Weighted-average remaining lease term - finance leases (in years)

Weighted-average discount rate - operating leases

As of December 31, 2024 , operating right-of-use assets were $ 14.2 million and operating lease liabilities were $ 17.2 million.

The Company has no material finance leases.

Weighted-average discount rate - finance leases

As of December 31, 2025 and 2024, operating right-of-use assets were $ 10.9 million and $ 14.2 million, respectively, and operating lease liabilities were $ 13.7 million and $ 17.2 million, respectively.

As of December 31, 2025 finance right-of-use assets were $ 1.0 million and finance lease liabilities were $ 1.0 million..

There were no finance right-of-use assets and finance lease liabilities as of December 31, 2024.

The Company maintains letters of credit in connection with the Company’s office leases in Redwood City, CA and Boston, MA.

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In some cases, the indemnification will continue after the termination of the agreement.

The maximum potential amount of future

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

payments the Company could be required to make under these provisions is not determinable.

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.

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As of December 31, 2025 , no dividends on common stock had been declared by the Board of Directors.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

The Company has the following shares of common stock reserved for future issuance:

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The Company may receive nominal proceeds, if any, from the exercise of the pre-funded warrants.

On October 7, 2025, the Company entered into an underwriting agreement related to the 2025 Offering of 4,375,062 shares of Common Stock, and, in lieu of common stock to an investor, pre-funded warrants to purchase 625,000 shares of common stock.

The purchase price paid by the Underwriters to us was $ 15.04 per 2025 Share and $ 15.03856 per 2025 Pre-Funded Warrant, representing a discount to the Underwriters of 6.0 %.

We received net proceeds from the 2025 Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $ 74.8 million.

We may receive nominal proceeds, if any, from the exercise of the 2025 Pre-Funded Warrants.

The following provides a roll forward of outstanding pre-funded warrants to purchase common stock as of December 31, 2025:

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Outstanding, December 31, 2025

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Stock-Based Compensation

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Total stock-based compensation

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

The following table presents stock-based compensation expense by type of award (in thousands):

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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:

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

The assumptions are as follows:

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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.

The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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.

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This resulted in $ 1.6 million of stock-based compensation recognized in the third quarter of 2024 for these options.

In November 2025, an executive officer entered into an option cancellation agreement to surrender certain underwater stock options.

This voluntary surrender of stock options was determined to be a settlement for no consideration and the remaining unrecognized compensation cost was recognized immediately upon cancellation.

This resulted in $ 3.1 million of stock-based compensation recognized in the fourth quarter of 2025 for these options.

Restricted Stock Units

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Outstanding, December 31, 2025

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

The Company granted 38,653 and 33,587 RSU's in the years ended December 31, 2025 and 2024, respectively.

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The stock option modification resulted in $ 4.6 million of incremental compensation cost, which was calculated using the Black-Scholes option-pricing model.

Of the incremental compensation cost, $ 2.3 million and $ 1.3 million was recognized in the twelve months ended December 31, 2024 and 2023, respectively.

Of the incremental compensation cost, $ 0.4 million and $ 2.3 million was

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

recognized in the twelve months ended December 31, 2025 and 2024 , respectively.

The remaining incremental compensation cost of $ 0.1 million, net of the reversal of expense related to employee terminations prior to August 14, 2024, will be recognized on the straight-line basis over the remaining vesting period of the repriced options.

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Unvested restricted stock units

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

The components of the provision for (benefit from) income taxes are as follows (in thousands):

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There was no income tax expense nor benefit for the years ended December 31, 2025 and 2024.

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:

A reconciliation of the Company's effective tax rate to the statutory U.S.

federal rate is as follows:

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2025

federal taxes at statutory rate

State tax, net of federal benefit

Change in valuation allowance

Nondeductible items

Stock based compensation

Permanent differences

Worldwide changes in unrecognized tax benefits

Foreign tax effects

Foreign rate differential

Provision for income taxes

Federal statutory income tax rate

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Stock-based compensation

Goodwill Impairment

Foreign rate differential

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Net operating loss carryforwards

Operating lease right-of-use asset liability

Operating lease liability

Finance lease liability

Stock-based compensation

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Operating lease right-of-use asset

Finance lease right-of-use asset

Net 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.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period.

The valuation allowance increased by $ 21.2 million and by $ 20.2 million during the years ended December 31, 2025 and 2024, respectively.

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Balance at the beginning of the year

Adjustment based on tax positions related to prior year

Adjustment based on tax positions related to current year

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See Note 9 for a discussion of the Regeneron Agreement.

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

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, 2024 and 2023, the Company made aggregate matching contributions of $ 1.1 million and $ 1.2 million, respectively.

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 twelve months ended December 31, 2023.

This impairment charge reduced the balance of goodwill to $ 0 on it's consolidated balance sheets as of December 31, 2023 and 2024.

Shanghai Adicet Biotechnology Co., Ltd.

(the Adicet VIE)

In May 2024, the Company initiated research and development activities in China through a series of contractual agreements entered into by and among the Adicet VIE, Adicet Shanghai, and the shareholders of the Adicet VIE.

Since the Company determined it was the primary beneficiary of the Adicet VIE, the Adicet VIE was consolidated in the Company’s consolidated financial statements as of December 31, 2024.

For the year ended December 31, 2024 , $ 1.2 million of expenses have been incurred by the Adicet VIE, of which $ 1.1 million was recorded as research and development expense and $ 0.1 million as general and administrative expense in the Company’s consolidated statements of operations.

The following table summarizes the carrying amount of assets and liabilities of the Adicet VIE as of December 31, 2024, excluding intercompany balances (in thousands):

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Accrued and other current liabilities

Total liabilities

Segment Reporting

The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of allogeneic gamma delta T cell therapies for autoimmune

Employee contributions are voluntary and are determined on an individual

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

diseases and cancer.

basis subject to the maximum allowable under federal tax regulations.

During the years ended December 31, 2025 and 2024, the Company made aggregate matching contributions of $ 1.1 million each year.

Segment Reporting

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.

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Other segment expense (4)

Goodwill impairment

Interest income

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(2) Relates to platform research and development expenses which are not attributed to specific programs.

(3) Relates to personnel-related expenses including non-cash stock-based compensation for the years ended December 31, 2024 and 2023 of $ 22.2 million and $ 20.3 million.

(3) Relates to personnel-related expenses, including non-cash stock-based compensation for the years ended December 31, 2025 and 2024 of $ 14.3 million and $ 22.2 million, respectively.

(4) Relates to other expenses primarily for software subscriptions and licenses, office expenses, travel and entertainment, director compensation and recruiting fees.

Restricted Cash

As of December 31, 2024 and December 31, 2023, the Company maintained letters of credit of $ 2.9 million and $ 0.0 million, respectively, which are collateralized with bank accounts at financial institutions in accordance with the agreements.

As of December 31, 2025 and December 31, 2024, the Company maintained letters of credit of $ 2.9 million, which are collateralized with bank accounts at financial institutions for letters of credit issued in connection with real estate leases and a letter of credit issued in connection with corporate credit card services.

The letters of credit are included within restricted cash on the Company's consolidated balance sheets.

Total restricted cash as of December 31, 2025 and 2024 consisted of the following (in thousands):

Year Ended December 31,

Adicet Bio, Inc.

Notes to Consolidated Financial Statements

Redwood City, CA lease (1)

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Description of Exhibit

Restated Certificate of Incorporation (as currently in effect) (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (File No.

001-38359) filed with the SEC on June 7, 2024).

Restated Certificate of Incorporation, as amended (as currently in effect)

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.

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001-38359) filed with the SEC on March 15, 2023).

Second Amendment to the 2022 Inducement Plan.

Second Amendment to the 2022 Inducement Plan (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 6, 2025).

Form of Employment Agreement (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K (File No.

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001-38359) filed with the SEC on July 23, 2021).

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).

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).

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).

License and Collaboration Agreement, dated as of July 29, 2016, by and between Adicet Bio, Inc.

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001-38359) filed with the SEC on November 6, 2024).

License and Collaboration Agreement, dated May 16, 2023, by and between the Registrant and CRISPR Therapeutics AG (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 August 7, 2025).

Non Exclusive License Agreement, dated July 9, 2024, by and between the Registrant and City of Hope (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 7, 2025).

Fifth Amendment to Lease, dated as of November 19, 2025, by and between Adicet Therapeutics, Inc.

as Tenant and Westport Office Park, LLC as Landlord.

Adicet Bio, Inc.

1 unchanged sentence

001-38359) filed with the SEC on March 19, 2024).

Adicet Bio, Inc.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No.

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Consent of KPMG LLP, independent registered public accounting firm.

Adicet Bio, Inc.

Power of Attorney (included on signature page).

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March 12, 2026

Gordon, Ph.D.

March 6, 2025

/s/ Aya Jakobovits

Aya Jakobovits, Ph.D.

/s/ Michael Grissinger

Michael Grissinger

March 12, 2026

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures