Adicet Bio (ACET) Prices 27.05M Share Offering at $2.40/sh

Adicet Bio, Inc. (Nasdaq: ACET) today announced the pricing of an underwritten public offering of 27,054,667 shares of its 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 are being sold at a public offering price of $2.40 per share and the pre-funded warrants are being 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. Adicet also granted the underwriters a 30-day option to purchase up to an additional 5,325,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $85.2 million, excluding any exercise of the underwriters' option to purchase additional shares. All of the securities in the offering are to be sold by Adicet. The offering is expected to close on or about January 25, 2024, subject to customary closing conditions.

The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Jefferies and Guggenheim Securities are acting as joint book-running managers for the offering. Truist Securities is also acting as a joint bookrunner. Wedbush PacGrow and JMP Securities, A Citizens Company are acting as co-managers.

The securities described above are being offered by Adicet pursuant to a shelf registration statement that was previously filed with, and subsequently declared effective on May 9, 2022 by, the U.S. Securities and Exchange Commission (“SEC”). A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on January 22, 2024. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offered securities may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected] or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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