Adicet Bio, Inc. — Major Shareholding Notification 2024

Nov 14, 2024

SC 13G/A 1 acet1015245sc13ga2.htm AMENDMENT NO. 2

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Securities and Exchange Commission

Washington, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Adicet Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

007002108

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 007002108 13G/A Page 2 of 10 Pages

| 1 | NameS
of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY) Tang
Capital Management, LLC | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member of a Group* | ( a ) ☐ ( b ) ☐ |

3	SEC Use Only
4	Citizenship
or Place of Organization DELAWARE

| Number of Shares BENEFICIALLY Owned by Each Reporting Person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 8,216,960 |
| 7 | Sole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 8,216,960 |

| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 8,216,960 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) excludes certain shares ¨ |
| 11 | Percent
of Class represented by amount in row 9 9.97% |
| 12 | type
of reporting person OO |

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Page 2 of 10 Pages

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CUSIP No. 007002108 13G/A Page 3 of 10 Pages

| 1 | NameS
of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY) Kevin
Tang | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group* | ( a ) ☐ ( b ) ☐ |

| 3 | SEC
Use Only |
| --- | --- |
| 4 | Citizenship
or Place of Organization united
states |

| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 8,216,960 |
| 7 | Sole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 8,216,960 |

| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 8,216,960 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) excludes certain shares ¨ |
| 11 | Percent
of Class represented by amount in row 9 9.97% |
| 12 | type
of reporting person IN |

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CUSIP No. 007002108 13G/A Page 4 of 10 Pages

| 1 | NameS
of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY) TANG
CAPITAL PARTNERS, LP | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member of a Group* | ( a ) ☐ ( b ) ☐ |

3	SEC Use Only
4	Citizenship
or Place of Organization DELAWARE

| Number of Shares BENEFICIALLY Owned by Each Reporting Person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 8,216,960 |
| 7 | Sole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 8,216,960 |

| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 8,216,960 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) excludes certain shares ¨ |
| 11 | Percent
of Class represented by amount in row 9 9.97% |
| 12 | type
of reporting person pN |

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CUSIP No. 007002108 13G/A Page 5 of 10 Pages

| 1 | NameS
of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY) TANG
CAPITAL PARTNERS III, INC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group* | ( a ) ☐ ( b ) ☐ |

| 3 | SEC
Use Only |
| --- | --- |
| 4 | Citizenship
or Place of Organization NEVADA |

| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 0 |
| 7 | Sole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 0 |

| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 0 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) excludes certain shares ¨ |
| 11 | Percent
of Class represented by amount in row 9 0% |
| 12 | type
of reporting person CO |

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CUSIP No. 007002108 13G/A Page 6 of 10 Pages

| 1 | NameS
of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY) TANG
CAPITAL PARTNERS IV, INC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group* | ( a ) ☐ ( b ) ☐ |

| 3 | SEC
Use Only |
| --- | --- |
| 4 | Citizenship
or Place of Organization NEVADA |

| Number
of Shares BENEFICIALLY Owned by Each Reporting Person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 0 |
| 7 | Sole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 0 |

| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 0 |
| --- | --- |
| 10 | Check
Box if the Aggregate Amount in Row (9) excludes certain shares ¨ |
| 11 | Percent
of Class represented by amount in row 9 0% |
| 12 | type
of reporting person CO |

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Item 1(a). Name of Issuer:

Adicet Bio, Inc., a Delaware corporation (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

131 Dartmouth Street, Floor 3, Boston, MA 02116

Item 2(a). Name of Person Filing:

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Management, LLC, the general partner of Tang Capital Partners, LP (“Tang Capital Management”); Kevin Tang, the manager of Tang Capital Management and the Chief Executive Officer of Tang Capital Partners III, Inc. and Tang Capital Partners IV, Inc.; Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Partners III, Inc. (“Tang Capital Partners III”); and Tang Capital Partners IV, Inc. (“Tang Capital Partners IV”).

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of Tang Capital Management, Kevin Tang and Tang Capital Partners is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118.

Item 2(c). Citizenship:

Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen. Tang Capital Partners is a Delaware limited partnership. Tang Capital Partners III and Tang Capital Partners IV are Nevada corporations which are indirectly wholly owned by Tang Capital Partners.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”)

Item 2(e). CUSIP Number: 007002108

Item 3. Not applicable.

Item 4. Ownership.

(a) Amount Beneficially Owned:

Tang Capital Management. Tang Capital Management beneficially owns 8,216,960 shares of the Issuer’s Common Stock.

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

Kevin Tang. Kevin Tang beneficially owns 8,216,960 shares of the Issuer’s Common Stock.

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

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Tang Capital Partners. Tang Capital Partners beneficially owns 8,216,960 shares of the Issuer’s Common Stock.

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

The percentages used herein are based on 82,400,960 shares of Common Stock outstanding as of August 9, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on August 13, 2024.

(b) Percent of Class:

Tang Capital Management	9.97%
Kevin Tang	9.97%
Tang Capital Partners	9.97%
Tang Capital Partners III	0.00%
Tang Capital Partners IV	0.00%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

Tang Capital Management	0 shares
Kevin Tang	0 shares
Tang Capital Partners	0 shares
Tang Capital Partners III	0 shares
Tang Capital Partners IV	0 shares

(ii) shared power to vote or to direct the vote:

Tang Capital Management	8,216,960 shares
Kevin Tang	8,216,960 shares
Tang Capital Partners	8,216,960 shares
Tang Capital Partners III	0 shares
Tang Capital Partners IV	0 shares

(iii) sole power to dispose or to direct the disposition of:

Tang Capital Management	0 shares
Kevin Tang	0 shares
Tang Capital Partners	0 shares
Tang Capital Partners III	0 shares
Tang Capital Partners IV	0 shares

(iv) shared power to dispose or to direct the disposition of:

Tang Capital Management	8,216,960 shares
Kevin Tang	8,216,960 shares
Tang Capital Partners	8,216,960 shares
Tang Capital Partners III	0 shares
Tang Capital Partners IV	0 shares

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

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Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date: | November
14, 2024 |
| --- | --- |
| TANG CAPITAL PARTNERS, LP | |
| By: | Tang Capital Management, LLC, its General Partner |
| By: | /s/ Kevin Tang |
| | Kevin Tang, Manager |
| TANG
CAPITAL PARTNERS III, INC | |
| By: | /s/
Kevin Tang |
| | Kevin Tang, Chief Executive
Officer |

| TANG
CAPITAL PARTNERS IV, INC | |
| --- | --- |
| By: | /s/
Kevin Tang |
| | Kevin Tang,
Chief Executive Officer |
| TANG CAPITAL MANAGEMENT, LLC | |
| By: | /s/ Kevin Tang |
| | Kevin Tang, Manager |

/s/ Kevin Tang
Kevin Tang

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