EX-4.1 2 acet-ex4_1.htm EX-4.1 EX-4.1 Exhibit 4.1 Form of Pre-Funded Warrant ADICET BIO, INC. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [_________] (subject to adjustment) Warrant No. [___] Original Issue Date: [___], 2026 Adicet Bio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________] or its registered assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [______] shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.0001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and condit…
Open exhibit ↗Current Report · Items 3.02, 9.01 · 8-K
Adicet Bio, Inc.
ACETNASDAQEQUITYCurrent
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On April 27, 2026, Adicet Bio, Inc. (the Company) entered into an exchange agreement with RA Capital Management, L.P. and RA Capital Healthcare Fund, L.P.…
Company context
Adicet Bio, Inc. is a clinical-stage biotechnology company discovering and developing a broad pipeline of allogeneic gamma delta T cell therapies, engineered with chimeric antigen receptors (CARs), alongside differentiated in vivo CAR-T therapies with the potential to redefine treatment across autoimmune diseases, hematologic malignancies and solid tumors. For more information, please visit our website at https://www.adicetbio.com.
Current securities
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On April 27, 2026, Adicet Bio, Inc. (the Company) entered into an exchange agreement with RA Capital Management, L.P. and RA Capital Healthcare Fund, L.P. (together, RA Capital) pursuant to which RA Capital exchanged 250,000 shares of the Company’s common stock, par value $0.0001 per share (Common Stock) for a pre-funded warrant (the Pre-Funded Warrant) to acquire 250,000 shares of Common Stock.
The Pre-Funded Warrant has an exercise price of $0.0001 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Pre-Funded Warrant is exercisable from the date of issuance by means of a cashless exercise. Under the Pre-Funded Warrant, the Company may not effect the exercise of the Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of the Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, unless such percentage is increased upon at least 61 days’ prior notice, but not in excess of 19.99%.
The Company issued the Pre-Funded Warrant without registration in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
The form of Pre-Funded Warrant is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibit.