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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Adicet Bio, Inc. 10-K 12/31/23 86:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.42M 2: EX-10.39 Material Contract HTML 366K 3: EX-19.1 Report Furnished to Security Holders HTML 127K 4: EX-23.1 Consent of Expert or Counsel HTML 25K 8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 40K Awarded Compensation 5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K 10: R1 Document and Entity Information HTML 99K 11: R2 Consolidated Balance Sheets HTML 111K 12: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K 13: R4 Consolidated Statements of Operations HTML 87K 14: R5 Consolidated Statements of Redeemable Convertible HTML 77K Preferred Stock and Stockholders' Equity (Deficit) 15: R6 Consolidated Statements of Redeemable Convertible HTML 26K Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) 16: R7 Consolidated Statements of Cash Flows HTML 107K 17: R8 Organization and Nature of Business HTML 40K 18: R9 Summary of Significant Accounting Policies HTML 81K 19: R10 Fair Value Measurements HTML 68K 20: R11 Prepaid Expenses and Other Current Assets HTML 47K 21: R12 Property and Equipment, net HTML 60K 22: R13 Accrued and Other Current Liabilities HTML 45K 23: R14 Third Party Agreements HTML 53K 24: R15 Term Loan HTML 37K 25: R16 Commitments and Contingences HTML 95K 26: R17 Stockholders' Equity HTML 46K 27: R18 Stock-Based Compensation HTML 127K 28: R19 Net Loss Per Share HTML 51K 29: R20 Income Taxes HTML 149K 30: R21 Related Party Transactions HTML 32K 31: R22 Defined Contribution Plan HTML 29K 32: R23 Goodwill HTML 31K 33: R24 Subsequent Events HTML 35K 34: R25 Summary of Significant Accounting Policies HTML 129K (Policies) 35: R26 Fair Value Measurements (Tables) HTML 64K 36: R27 Prepaid Expenses and Other Current Assets (Tables) HTML 47K 37: R28 Property and Equipment, net (Tables) HTML 55K 38: R29 Accrued and Other Current Liabilities (Tables) HTML 45K 39: R30 Third Party Agreements (Tables) HTML 42K 40: R31 Commitments and Contingences (Tables) HTML 87K 41: R32 Stockholders' Equity (Tables) HTML 39K 42: R33 Stock-Based Compensation (Tables) HTML 115K 43: R34 Net Loss Per Share (Tables) HTML 52K 44: R35 Income Taxes (Tables) HTML 142K 45: R36 Organization and Nature of the Business - 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EX-97.1 |
ADICET BIO, INC.
COMPENSATION RECOVERY POLICY
Adopted as of November 16, 2023
Adicet Bio, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1. Overview
The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Stock Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.
2. Compensation Recovery Requirement
In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.
3. Definitions
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4. Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party, including outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
6. Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
7. Method of Compensation Recovery
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The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
8. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules.
9. Policy Administration
This Policy shall be administered by the Committee; provided, however, that the Board shall have exclusive authority to authorize the Company to prepare a Financial Restatement. In doing so, the Board may rely on a recommendation of the Audit Committee of the Board. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations
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required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
10. Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation or for any losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/19/24 | 8-K | ||
For Period end: | 12/31/23 | |||
11/16/23 | ||||
10/2/23 | 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Adicet Bio, Inc. 424B5 1:684K Donnelley … Solutions/FA 3/19/24 Adicet Bio, Inc. S-8 POS 3/19/24 3:161K Donnelley … Solutions/FA 3/19/24 Adicet Bio, Inc. S-8 3/19/24 4:163K Donnelley … Solutions/FA |