{"url_path":"/sec/acet/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1720580/0001720580-26-000042-index.html","accession_number":"0001720580-26-000042","cik":"0001720580","ticker":"ACET","issuer_name":"Adicet Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720580/0001720580-26-000042-index.html","primary_entity_key":"0001720580","primary_entity_name":"Adicet Bio, Inc."},"word_count":1102,"has_tables":true,"body_markdown":"10-K/A\n\n--12-31FY0001720580trueNASDAQ00017205802026-05-1900017205802025-06-3000017205802025-01-012025-12-31xbrli:sharesiso4217:USD\n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\nFORM 10-K/A\n\nAmendment No. 1\n\n \n\n(Mark One)\n\n \n\n☒\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended December 31, 2025\n\nOR\n\n \n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the transition period from to\n\nCommission File No. 001-38359\n\n \n\nAdicet Bio, Inc.\n\n(Exact name of registrant as specified in its charter)\n\n \n\n \n\nDelaware\n\n \n\n81-3305277\n\n(State or other jurisdiction of\n\nincorporation or organization)\n\n \n\n(I.R.S. Employer\n\nIdentification No.)\n\n131 Dartmouth Street, 3rd Floor\n\nBoston, MA 02116\n\n(650) 503-9095\n\n(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\nCommon Stock, par value $0.0001 per share\n\nACET\n\nThe Nasdaq Capital Market\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act:\n\nNone\n\n \n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer\n\n☐\n\n \n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\n☒\n\n \n\n \n\nSmaller reporting company\n\n☒\n\n \n\n \n\n \n\n \n\nEmerging growth company\n\n☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): ☐ Yes ☒ No\n\nAs of June 30, 2025, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates was approximately $50.5 million based on a closing price of $0.61 per share as quoted by The Nasdaq Global Market on June 30, 2025. In determining the market value of non-affiliate common stock, shares of the registrant’s common stock beneficially owned by officers, directors and affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.\n\nAs of May 19, 2026, there were 9,348,236 shares of common stock, $0.0001 par value per share, outstanding.\n\n \n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nPart III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its 2026 annual meeting of shareholders, scheduled to be held on June 17, 2026, which the registrant has filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2025. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.\n\n \n\n \n\n \n\nEXPLANATORY NOTE\n\n \n\nThis amended report on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Adicet Bio, Inc. (the “Company”) for the year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Original Filing”), for the purpose of updating the disclosure in Item 9A “Controls and Procedures.” The Original Filing inadvertently omitted (a) a statement disclosing the conclusions of the Company’s principal executive and principal financial officers regarding the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025 and (b) a statement that the disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and the conclusions of the principal executive officer and principal financial officer that the controls and procedures are, in fact, effective at the reasonable assurance level. This Amendment corrects such omission and amends and replaces Item 9A “Controls and Procedures” in its entirety.\n\nExcept as described above, no other changes are being made to the Original Filing, and this Amendment consists only of the facing page, this explanatory note, Item 9A “Controls and Procedures” and the signature page to the Amendment. Further, except as expressly stated, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update in any way any of the other items or disclosures contained in the Original Filing, including, without limitation, the consolidated financial statements and the related footnotes. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Registrant’s other filings with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.\n\n \n\n2\n\n \n\nPART II"}