SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Adicet Bio, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Tuesday, 3/19/24, at 4:15pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-33482   ·   File #:  1-38359

Previous ‘10-K’:  ‘10-K’ on 3/15/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   24 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  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

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

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 -           HTML     68K 
                Additional Information (Details)                                 
46: R37         Summary of Significant Accounting Policies -        HTML     35K 
                Additional Information (Details)                                 
47: R38         Business Combination - Additional Information       HTML     29K 
                (Details)                                                        
48: R39         Business Combination - Schedule of Summarizes the   HTML     29K 
                Allocation of the Purchase Price to the Net                      
                Tangible and Intangible Assets Acquired (Details)                
49: R40         Fair Value Measurements - Schedule of Financial     HTML     51K 
                Assets and Liabilities Measured on Recurring Basis               
                (Details)                                                        
50: R41         Prepaid Expenses and Other Current Assets -         HTML     42K 
                Summary of Prepaid Expenses and Other Current                    
                Assets (Details)                                                 
51: R42         Property and Equipment, net - Summary of Property   HTML     53K 
                and Equipment, Net (Details)                                     
52: R43         Property and Equipment, net - Additional            HTML     50K 
                Information (Details)                                            
53: R44         Accrued and Other Current Liabilities - Summary of  HTML     38K 
                Accrued and Other Current Liabilities (Details)                  
54: R45         Term Loan - Additional Information (Details)        HTML     45K 
55: R46         Third Party Agreements - Additional Information     HTML     47K 
                (Details)                                                        
56: R47         Third Party Agreements - Summary of Change in       HTML     31K 
                Company's Contract Liabilities (Details)                         
57: R48         License, Funding and Other Agreements - Additional  HTML     28K 
                Information (Details)                                            
58: R49         Commitment and Contingencies - Additional           HTML     53K 
                Information (Details)                                            
59: R50         Commitments And Contingencies - Schedule of         HTML     32K 
                Sublease Income (Details)                                        
60: R51         Commitment and Contingencies - Schedule Of Future   HTML     45K 
                Minimum Rental Payments For Operating Leases                     
                (Details)                                                        
61: R52         Commitment and Contingencies - Schedule of          HTML     38K 
                Weighted Average IBR and Remaining Lease Term                    
                (Details)                                                        
62: R53         Commitment and Contingencies - Summary of Lease     HTML     47K 
                Costs and Other Information (Details)                            
63: R54         Stockholders' Equity - Additional Information       HTML     35K 
                (Details)                                                        
64: R55         Stockholders' Equity - Schedule of Number of        HTML     39K 
                Shares of Common Stock Reserved for Future                       
                Issuance (Details)                                               
65: R56         At-The-Market (ATM) Offering - Additional           HTML     43K 
                Information (Details)                                            
66: R57         Stock-Based Compensation - Summary of Stock-Based   HTML     47K 
                Compensation Expense (Details)                                   
67: R58         Stock-Based Compensation - Additional Information   HTML     81K 
                (Details)                                                        
68: R59         Stock-Based Compensation - Summary of Stock Option  HTML     71K 
                Activity (Details)                                               
69: R60         Stock-Based Compensation - Schedule of Assumptions  HTML     54K 
                to Estimate Fair Value of Stock Options Using                    
                Black-Scholes Option Pricing Model (Details)                     
70: R61         Stock-Based Compensation - Summary of Restricted    HTML     55K 
                Stock Unit Activity (Details)                                    
71: R62         Net Loss Per Share - Schedule of Basic and Diluted  HTML     49K 
                Net Loss Per Share Attributable to Common                        
                Stockholders (Details)                                           
72: R63         Net Loss Per Share - Schedule of Potentially        HTML     33K 
                Dilutive Securities Excluded from Computation of                 
                Diluted Net Loss Per Share (Details)                             
73: R64         Income Taxes - Additional Information (Details)     HTML     62K 
74: R65         Income Taxes - Schedule of Components of Provision  HTML     53K 
                for (benefit from) Income Taxes (Detail)                         
75: R66         Income Taxes - Schedule of (Provision for) Benefit  HTML     47K 
                from Income Taxes Differs from Federal Statutory                 
                Rate to the Loss Before Taxes (Detail)                           
76: R67         Income Taxes - Schedule of Deferred Tax Assets and  HTML     61K 
                Liabilities (Details)                                            
77: R68         Income Taxes - Schedule of Reconciliation of        HTML     34K 
                Unrecognized Tax Benefits (Detail)                               
78: R69         Related Party Transactions - Additional             HTML     36K 
                Information (Details)                                            
79: R70         Defined Contribution Plan - Additional Information  HTML     27K 
                (Details)                                                        
80: R71         Goodwill (Additional Information) (Details)         HTML     30K 
81: R72         Subsequent Events - Additional Information          HTML     62K 
                (Details)                                                        
83: XML         IDEA XML File -- Filing Summary                      XML    162K 
86: XML         XBRL Instance -- acet-20231231_htm                   XML   1.70M 
82: EXCEL       IDEA Workbook of Financial Report Info              XLSX    155K 
 9: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   5.20M 
                Linkbases Document -- acet-20231231                              
84: JSON        XBRL Instance as JSON Data -- MetaLinks              639±  1.05M 
85: ZIP         XBRL Zipped Folder -- 0000950170-24-033482-xbrl      Zip    980K 


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  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

a.
“Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year.
b.
“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act.
c.
“Board” means the Board of Directors of the Company.
d.
“Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board.
e.
“Covered Person” means any Executive Officer. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s current role or status with the Company (e.g., if a person began service as an Executive

 

 

 


 

Officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).
f.
“Effective Date” means October 2, 2023.
g.
“Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned or vested when the Financial Reporting Measure is attained, not when the actual payment, grant or vesting occurs.
h.
“Exchange” means the Nasdaq Stock Market LLC.
i.
“Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation and received Incentive-Based Compensation after beginning service in any such role (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role): the president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the Company. Executive officers of parents or subsidiaries of the Company may be deemed executive officers of the Company if they perform such policy making functions for the Company.

2

 

 

 


 

j.
“Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and stock price and total shareholder return.
k.
“Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
l.
“Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure.
m.
“Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Financial Restatement.

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

3

 

 

 


 

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:

a.
requiring reimbursement of cash Incentive-Based Compensation previously paid;
b.
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
c.
cancelling or rescinding some or all outstanding vested or unvested equity-based awards;
d.
adjusting or withholding from unpaid compensation or other set-off;
e.
cancelling or offsetting against planned future grants of equity-based awards; and/or
f.
any other method permitted by applicable law or contract.

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

4

 

 

 


 

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.

5

 

 

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/19/248-K
For Period end:12/31/23
11/16/23
10/2/234
 List all Filings 


3 Subsequent Filings that Reference this Filing

  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


21 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/24/24  Adicet Bio, Inc.                  8-K:1,2,8,9 1/22/24   13:1.1M                                   Donnelley … Solutions/FA
 8/09/23  Adicet Bio, Inc.                  10-Q        6/30/23   75:8.8M                                   Donnelley … Solutions/FA
 6/05/23  Adicet Bio, Inc.                  8-K:1,9     5/30/23   11:209K                                   Donnelley … Solutions/FA
 3/15/23  Adicet Bio, Inc.                  10-K       12/31/22   93:13M                                    Donnelley … Solutions/FA
12/08/22  Adicet Bio, Inc.                  8-K:1,9    12/02/22   11:249K                                   Donnelley … Solutions/FA
11/08/22  Adicet Bio, Inc.                  10-Q        9/30/22   74:9.8M                                   Donnelley … Solutions/FA
 6/21/22  Adicet Bio, Inc.                  8-K:1,9     6/16/22   11:429K                                   Donnelley … Solutions/FA
 3/24/22  Adicet Bio, Inc.                  8-K:1,9     3/18/22   13:519K                                   Donnelley … Solutions/FA
 3/15/22  Adicet Bio, Inc.                  10-K       12/31/21  109:20M                                    Donnelley … Solutions/FA
10/25/21  Adicet Bio, Inc.                  8-K:1,9    10/19/21   12:364K                                   Donnelley … Solutions/FA
 7/23/21  Adicet Bio, Inc.                  8-K:1,9     7/19/21   11:513K                                   ActiveDisclosure/FA
 7/01/21  Adicet Bio, Inc.                  8-K:1,9     6/25/21   12:742K                                   Donnelley … Solutions/FA
 4/09/21  Adicet Bio, Inc.                  8-K:1,9     4/07/21   11:627K                                   Donnelley … Solutions/FA
 3/12/21  Adicet Bio, Inc.                  10-K       12/31/20  119:21M                                    ActiveDisclosure/FA
 1/05/21  Adicet Bio, Inc.                  8-K:1,9    12/30/20   11:252K                                   Donnelley … Solutions/FA
 9/16/20  Adicet Bio, Inc.                  8-K:1,2,3,5 9/15/20   50:25M                                    Donnelley … Solutions/FA
 3/12/20  Adicet Bio, Inc.                  10-K       12/31/19   82:9.2M                                   ActiveDisclosure/FA
 5/15/19  Adicet Bio, Inc.                  10-Q        3/31/19   66:5.8M                                   ActiveDisclosure/FA
 1/30/18  Adicet Bio, Inc.                  8-K:5,9     1/30/18    3:147K                                   Donnelley … Solutions/FA
 1/16/18  Adicet Bio, Inc.                  S-1/A                 17:5.2M                                   Donnelley … Solutions/FA
12/29/17  Adicet Bio, Inc.                  S-1                   13:4.4M                                   Donnelley … Solutions/FA
Top
Filing Submission 0000950170-24-033482   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 8:03:40.2pm ET