Adicet (ACET) Announces Completion of Merger with resTORbio (TORC)

September 15, 2020 8:59 AM EDT
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Adicet Bio, Inc., a biotechnology company discovering and developing allogeneic gamma delta T cell therapies for cancer and other diseases, today announced the completion of its previously announced merger with resTORbio, Inc. (previously trading on Nasdaq under the symbol “TORC”). The new combined company will operate under the name Adicet Bio, Inc. and will commence trading on the Nasdaq Global Market under the ticker symbol “ACET” on September 16, 2020.

Adicet will focus on advancing its pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors and T cell receptor-like antibodies to enhance selective tumor targeting, facilitate innate and adaptive anti-tumor immune response, and improve persistence for durable activity in patients.

“The closing of this merger transaction marks the beginning of a new chapter for Adicet as a publicly traded company,” said Chen Schor, President and Chief Executive Officer of Adicet. “We believe that our allogeneic gamma delta T cell approach may provide a unique treatment paradigm by combining the innate anti-tumor response, consistent with natural killer cells, and adaptive anti-tumor response consistent with other populations of T cells, such as alpha-beta T cells. We look forward to progressing multiple programs into the clinic, targeting both hematological and solid tumors.”

Adicet anticipates the following near-term milestones:

  • File IND for ADI-001 CD20 gamma delta CAR-T
  • Phase 1 clinical study of ADI-001 in non-Hodgkin’s lymphoma
  • ADI-001 expansion in diffuse large B-cell lymphoma and/or mantle cell lymphoma
  • File IND for ADI-002 GPC3 gamma-delta CAR-T
  • Initiate Phase 1 clinical study in hepatocellular carcinoma and other solid tumors

In connection with the closing of the merger, resTORbio effected a 7:1 reverse split of its common stock. Post-merger and post-reverse split, Adicet has approximately 19,589,828 million shares of common stock issued and outstanding with prior Adicet equityholders collectively owning approximately 75% of the combined company on a fully-diluted basis, and prior resTORbio equityholders collectively owning approximately 25% of the combined company on a fully-diluted basis (in each case excluding equity incentives available for grant). In addition, each holder of resTORbio common stock as of immediately prior to the effective time of the merger received a contingent value right, entitling such holders to receive substantially all of the net proceeds from the commercialization, if any, received from a third party commercial partner of RTB101, a small molecule product candidate, previously developed by resTORbio, that is a potent inhibitor of target of rapamycin complex 1 (TORC1), for a COVID-19 related indication.

For the merger transaction, JMP Securities LLC acted as financial advisor to resTORbio, Goodwin Procter LLP served as legal counsel to resTORbio and Morrison & Foerster LLP served as legal counsel to Adicet.

A Current Report on Form 8-K containing more detailed information regarding the merger transaction will be filed with the Securities and Exchange Commission.

Board of Directors and Leadership Team UpdatesThe combined company will be led by Chen Schor as President and Chief Executive Officer with offices in Menlo Park and Boston. The Board of Directors of Adicet will be composed of Carl Gordon, Ph.D. (Chairman), Erez Chimovits, Aya Jakobovits, Ph.D., and Yair Schindel, M.D., who join from Adicet’s board of directors, Jeffery A. Chodakewitz, M.D. and Mr. Schor, who join from resTORbio’s board of directors, and Steve Dubin, who joined the Board of Directors at the closing. Joining Mr. Schor on the Adicet executive team are Stewart Abbot, Ph.D., as Senior Vice President and Chief Operating and Scientific Officer, Francesco Galimi, M.D., Ph.D., as Senior Vice President and Chief Medical Officer, Lloyd Klickstein, M.D., Ph.D., as Chief Innovation Officer and Carrie Krehlik, as Senior Vice President and Chief Human Resource Officer.



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