Adicet Bio, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104978
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001193125-25-266880
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 122 previous paragraphs and 127 current paragraphs.
95 unchanged; 23 reworded; 6 added; 3 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Nasdaq Listing Transfer
Current report
On October 7, 2025, we received a notice (the Extension Notice) from Nasdaq informing us that Nasdaq has granted us an additional 180 calendar days, or until April 6, 2026, to regain compliance with the minimum $1.00 per share listing requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In connection with the Extension Notice, the listing of the Common Stock was transferred from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of business on October 9, 2025. The Extension Notice has no other immediate effect on the listing of the Common Stock.
Current report
ADI-001 Phase 1 Study Preliminary Data
Current report
On October 7, 2025, we announced positive initial safety and efficacy data from the seven patients (five LN and two SLE patients) dosed with ADI-001 in the ongoing Phase 1 trial, with follow-up ranging from two to nine months, as of an August 31, 2025 data cut-off date. All patients demonstrated rapid and sustained reductions in the Systemic Lupus Erythematosus Disease Activity Index (SLEDAI-2K) score and Physician’s Global Assessment (PGA). All patients in the LN cohort achieved improved renal function, including three complete renal responses and Definition of Remission In Systemic lupus erythematosus (DORIS) remissions, and two partial responses. ADI-001 also demonstrated multiple hallmarks of immune reset with subsequent emergence of naïve and previously undetected B cell repertoire following single dose treatment. ADI-001 was well tolerated and demonstrated a favorable safety profile, with no reported cases of Immune Effector Cell-Associated Neurotoxicity Syndrome (ICANS) and no Grade 2 or higher Cytokine Release Syndrome (CRS) observed.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
We did not regain compliance by the October 6, 2025 deadline. On October 7, 2025, we received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of our stock to the Nasdaq Capital Market, effective at the opening of business on October 9, 2025. As a result of the transfer of listing, we have an additional 180 calendar day period to regain compliance with Nasdaq’s Bid Price Requirement. The additional 180-day grace period will end on April 6, 2026
Removed paragraphs (3)
Previous report
Reduction in Force
Previous report
On July 22, 2025, our board of directors approved a reduction in our workforce by approximately 30% of our current employee base in connection with our strategic pipeline prioritization, including the discontinuation of development of ADI-270. Please refer to Note 19 in the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Reworded paragraphs (23)
Previous wording
Our lead product candidate, ADI-001, a first-in-class allogeneic gamma delta T cell therapy expressing a CAR targeting CD20, is being developed for the potential treatment of autoimmune diseases. We are also pursuing ADI-212, an optimized next-generation gene-edited and armored clinical candidate designed to enhance potency in solid tumors and to deliver multiple anti-tumor mechanisms of action to the tumor microenvironment. We plan to file one new Investigational New Drug (IND) application every 12-18 months.
Current wording
Our lead product candidate, ADI-001, a first-in-class allogeneic gamma delta T cell therapy expressing a CAR targeting CD20, is being developed for the potential treatment of autoimmune diseases. We are also pursuing ADI-212, an optimized next-generation gene-edited and armored clinical candidate designed to enhance potency in solid tumors and to deliver multiple anti-tumor mechanisms of action to the tumor microenvironment. We aim to submit a new regulatory submission, such as an Investigational New Drug (IND) application or equivalent every 12-18 months.
Previous wording
In December 2023, the U.S. Food and Drug Administration (FDA) cleared our IND application for ADI-001 in lupus nephritis (LN). In August 2024, we expanded our ADI-001 autoimmune clinical development program to include systemic lupus erythematosus (SLE), systemic sclerosis (SSc) and anti-neutrophil cytoplasmic autoantibody associated vasculitis (AAV). In September 2024, we activated sites for our Phase 1 clinical trial of ADI-001 in autoimmune diseases and opened enrollment for patients with LN. In October 2024, we received clearance for our IND amendment to evaluate ADI-001 in idiopathic inflammatory myopathies (IIM) and stiff person syndrome (SPS) as part of our Phase 1 clinical trial in autoimmune diseases. We believe the favorable safety profile, cellular kinetics and B cell depletion in peripheral blood and secondary lymphoid tissue demonstrated with ADI-001 clinical experience to date is favorable for development in autoimmune diseases. We believe the potential market opportunity for ADI-001 in B cell mediated autoimmune diseases is substantial based on the prevalence in the U.S., EU5, China and Japan of greater than 1.7 million patients with autoimmune diseases where CAR-T cell therapy has demonstrated clinical proof-of-concept, including SLE (which includes LN), SSc, IIM and SPS. In June 2024, the FDA granted Fast Track Designation to ADI-001 for the potential treatment of relapsed/refractory class III or class IV LN. In February 2025, the FDA granted Fast Track Designation to ADI-001 for the potential treatment of adult patients with refractory SLE with extrarenal involvement and for SSc. In April 2025, we expanded enrollment to include patients with SLE for our Phase 1 clinical trial evaluating ADI-001 in autoimmune diseases. In July 2025, we reported that the first systemic sclerosis (SSc) patient has been dosed in the second cohort of the Phase 1 clinical trial evaluating ADI-001 in autoimmune diseases. We have also opened enrollment for patients with IIM, SPS and AAV. We plan to report preliminary clinical data from this trial, with at least 6 patients with at least 3-months' follow up, in the second half of 2025.
Current wording
In December 2023, the U.S. Food and Drug Administration (FDA) cleared our IND application for ADI-001 in lupus nephritis (LN). In August 2024, we expanded our ADI-001 autoimmune clinical development program to include systemic lupus erythematosus (SLE), systemic sclerosis (SSc) and anti-neutrophil cytoplasmic autoantibody associated vasculitis (AAV). In September 2024, we activated sites for our Phase 1 clinical trial of ADI-001 in autoimmune diseases and opened enrollment for patients with LN. In October 2024, we received clearance for our IND amendment to evaluate ADI-001 in idiopathic inflammatory myopathies (IIM) and stiff person syndrome (SPS) as part of our Phase 1 clinical trial in autoimmune diseases. We believe the favorable safety profile, cellular kinetics and B cell depletion in peripheral blood and secondary lymphoid tissue demonstrated with ADI-001 clinical experience to date is favorable for development in autoimmune diseases. We believe the potential market opportunity for ADI-001 in B cell mediated autoimmune diseases is substantial based on the prevalence in the U.S., EU5, China and Japan of greater than 1.7 million patients with autoimmune diseases where CAR-T cell therapy has demonstrated clinical proof-of-concept, including SLE (which includes LN), SSc, IIM and SPS. In June 2024, the FDA granted Fast Track Designation to ADI-001 for the potential treatment of relapsed/refractory class III or class IV LN. In February 2025, the FDA granted Fast Track Designation to ADI-001 for the potential treatment of adult patients with refractory SLE with extrarenal involvement and for SSc. In April 2025, we expanded enrollment to include patients with SLE for our Phase 1 clinical trial evaluating ADI-001 in autoimmune diseases and in July 2025, we reported that the first systemic sclerosis (SSc) patient has been dosed in the second cohort of the Phase 1 clinical trial. In October 2025, we announced positive preliminary results from seven SLE and LN patients dosed in our ongoing Phase 1 trial of ADI-001 in autoimmune diseases. . See “Recent Developments - ADI-001 Phase 1 Study Preliminary Data.” Based on these results, we plan to request a meeting with the FDA in the first quarter of 2026 to inform potential Phase 2 pivotal trial design, with the study initiation anticipated to commence in the second quarter of 2026. Enrollment is ongoing in our Phase 1 trial in patients with LN, SLE, SSc, IIM, SPS and AAV, with a clinical update anticipated for LN and SLE as well as an SSc clinical update in the first half of 2026. We also reported in October 2025 that the first patient has been dosed in a Phase 1 clinical trial of ADI-001 in patients with treatment-refractory rheumatoid arthritis (RA). The study will evaluate two conditioning regimens: cyclophosphamide alone and cyclophosphamide with fludarabine, to evaluate how different conditioning regimens may impact the overall therapeutic experience. We expect to provide a clinical update on this tr…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
ADI-212, which targets prostate specific membrane antigen (PSMA), has shown enhanced activity in preclinical studies, suggesting the potential for improved potency and tumor-cell killing capacity compared to previous generation alpha-beta and gamma-delta CAR T programs in oncology. We expect to submit a regulatory filing for ADI-212 for the treatment of metastatic castration-resistant prostate cancer (mCRPC) in the first quarter of 2026. Subject to regulatory clearance to proceed with a clinical trial, we expect to report initial clinical data from this program in the second half of 2026. We believe the potential market opportunity for ADI-212 in mCRPC is significant based on the prevalence in the U.S., EU5, China and Japan of approximately 75,000 patients with second or third line advanced disease.
Current wording
We are advancing ADI-212, an optimized next-generation gene-edited and armored clinical candidate designed to enhance potency in solid tumors and to deliver multiple anti-tumor mechanisms of action to the tumor microenvironment. ADI-212, which targets prostate specific membrane antigen (PSMA), has shown enhanced activity in preclinical studies, suggesting the potential for improved potency and tumor-cell killing capacity compared to previous generation alpha-beta and gamma-delta CAR T programs in oncology. It integrates membrane-tethered IL-12 (mbIL-12) armoring and CRISPR/Cas9 mediated disruption of subunit 12 of the mediator complex (MED12) to enhance potency in solid tumors and deliver multiple anti-tumor mechanisms of action within the tumor microenvironment. We expect to submit a regulatory filing for ADI-212 for the treatment of metastatic castration-resistant prostate cancer (mCRPC) in the first quarter of 2026. Subject to regulatory clearance to proceed with a clinical trial, we expect to report initial clinical data from this program in the second half of 2026. We believe the potential market opportunity for ADI-212 in mCRPC is significant based on the prevalence in the U.S., EU5, China and Japan of approximately 75,000 patients with second or third line advanced disease.
Previous wording
On January 22, 2024, we entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC (Jefferies) and Guggenheim Securities, LLC, as representatives of the underwriters (the Underwriters), related to an underwritten public offering (the Offering) of 32,379,667 shares of our common stock, which included 5,325,000 shares sold and issued upon the exercise in full by the Underwriters of their option to purchase additional shares of common stock, and, in lieu of common stock to certain investors, pre-funded warrants to purchase 8,445,333 shares of common stock. The shares of common stock were sold at a public offering price of $2.40 per share and the pre-funded warrants were sold at a public offering price of $2.3999 per pre-funded warrant, which represents the per share public offering price of each share of common stock minus the $0.0001 per share exercise price for each pre-funded warrant. The purchase price paid by the Underwriters to us was $2.256 per share and $2.2559 per pre-funded warrant, representing a discount to the Underwriters of 6.0%. We received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $91.7 million. We may receive nominal proceeds, if any, from the exercise of the pre-funded warrants.
Current wording
On October 7, 2025, we entered into an Underwriting Agreement (the 2025 Underwriting Agreement) related to an underwritten registered direct offering (the 2025 Offering) of 70,001,000 shares (the 2025 Shares) of Common Stock, and, in lieu of Common Stock to an investor, pre-funded warrants (the 2025 Pre-Funded Warrants) to purchase 10,000,000 shares of Common Stock (the 2025 Warrant Shares). The 2025 Shares were sold at a price of $1.00 per share and the 2025 Pre-Funded Warrants were sold at a price of $0.9999 per underlying share, which represents the per share offering price of each share of common stock minus the $0.0001 per share exercise price for each pre-funded warrant. The purchase price paid by the Underwriters to us was $0.94 per 2025 Share and $0.93991 per 2025 Pre-Funded Warrant, representing a discount to the Underwriters of 6.0%. We received net proceeds from the 2025 Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $74.8 million. We may receive nominal proceeds, if any, from the exercise of the 2025 Pre-Funded Warrants. The 2025 Offering closed on October 8, 2025.
Previous wording
Research and development expenses increased by $2.5 million, or 10%, during the three months ended June 30, 2025 as compared to the same period in 2024. The increase in research and development expenses was due to a $1.4 million increase in expenses related to CDMOs and contracted R&D services related to testing of materials, a $1.6 million increase in facility-related expenses, and a $0.2 million increase in lab supplies and materials. This increase was partially offset by a $0.7 million decrease in payroll and personnel expenses primarily related to a decrease in stock-based compensation expense.
Current wording
Research and development expenses decreased by $3.4 million, or 13%, during the three months ended September 30, 2025 as compared to the same period in 2024. The decrease in research and development expenses was due to a $1.8 million decrease in payroll and personnel expenses and a $1.0 million decrease in lab supplies and materials related to lower headcount, a $0.7 million decrease in expenses related to CDMOs and contracted research and development (R&D) services due to lower utilization at external CDMOs, a $0.7 million decrease in expenses related to R&D consultants, partially offset by a $0.8 million of expenses related to CROs, and a $0.1 million decrease in facility-related expenses.
Previous wording
General and administrative expenses decreased by $2.9 million, or 43% during the three months ended June 30, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was due to a $1.8 million decrease in payroll and personnel expenses primarily related to a decrease in stock-based compensation expense and a $1.1 million decrease in facility-related expenses.
Current wording
General and administrative expenses decreased by $1.8 million, or 26% during the three months ended September 30, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was due to a $1.6 million decrease in payroll and personnel expenses primarily related to a decrease in stock-based compensation expense, and a $0.1 million decrease in facility-related expenses.
Previous wording
Interest income decreased by $1.6 million, or 53%, during the three months ended June 30, 2025 as compared to the same period in 2024, which was primarily due to lower interest rates and lower cash balances for the period.
Current wording
Interest income decreased by $1.6 million, or 57% during the three months ended September 30, 2025 as compared to the same period in 2024, which was primarily due to lower interest rates and lower cash balances for the period.
Previous wording
Other expense, net increased by less than $0.2 million, or 337%, during the three months ended June 30, 2025 as compared to the same period in 2024. This was due to an increase in franchise taxes and losses from disposals of property and equipment.
Current wording
Other expense, net increased by less than $0.1 million, or 19%, during the three months ended September 30, 2025 as compared to the same period in 2024. This was primarily due to an increase in realized losses related to foreign exchange rates.
Previous wording
Research and development expenses increased by $1.4 million, or 3%, during the six months ended June 30, 2025 as compared to the same period in 2024. The increase was due to an increase of $0.7 million in expenses related to lab supplies and materials, a $0.7 million increase in professional fees, and a $1.1 million increase in facility-related expenses. The increase was partially offset bya$0.6 million decrease in payroll and personnel expenses primarily related to a decrease in stock-based compensation expense and a $0.4 million decrease related to research and development consultants and other CDMO costs.
Current wording
Research and development expenses decreased by $2.0 million, or 3%, during the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease in research and development expenses was primarily due to a $2.4 million decrease in payroll and personnel expenses due to lower headcount, a $7.1 million decrease related to lower CMO and contracted R&D services due to lower utilization at external CDMOs, and a $1.0 million decrease in R&D consultants partially offset by an increase of $7.7 million of CRO expenses, and a $0.3 million decrease in expenses related to lab supplies and materials. This decrease was partially offset by a $1.0 million increase in allocated facility expenses and a $0.3 million increase in professional fees.
Previous wording
General and administrative expenses decreased by $2.9 million, or 21%, during the six months ended June 30, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was due to a decrease in payroll and personnel related expenses of $3.0 million primarily related to a decrease in stock-based compensation and a $0.6 million decrease due to lower travel, recruiting, and other office-related expenses. The decrease was partially offset by a $0.7 million increase in professional fees.
Current wording
General and administrative expenses decreased by $4.7 million, or 23%, during the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was due to a decrease in payroll and personnel related expenses of $4.7 million primarily related to a decrease in stock-based compensation and a $0.7 million decrease in facility-related expenses. The decrease was partially offset by a $0.7 million increase in professional fees.
Previous wording
Interest income decreased by $2.8 million, or 48% during the six months ended June 30, 2025 as compared to the same period in 2024, which was primarily due to lower interest rates and lower cash balances for the period.
Current wording
Interest income decreased by $4.4 million, or 51% during the nine months ended September 30, 2025 as compared to the same period in 2024, which was primarily due to lower interest rates and lower cash balances for the period.
Previous wording
Other expense, net increased by $0.1 million, or 108%, during the six months ended June 30, 2025 as compared to the same period in 2024. This was due to losses from disposalsof property and equipment.
Current wording
Other expense, net increased by $0.1 million, or 80%, during the nine months ended September 30, 2025 as compared to the same period in 2024. This was due to losses from disposalsof property and equipment.
Previous wording
As of June 30, 2025, we had cash, cash equivalents and short-term investments of $125.0 million and restricted cash of $2.9 million held in cash collateral accounts. We expect that our cash, cash equivalents and short-term investments will be sufficient to fund our forecasted operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months from the issuance of our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Current wording
As of September 30, 2025, we had cash, cash equivalents and short-term investments of $103.1 million and restricted cash of $2.9 million held in cash collateral accounts. We expect that our cash, cash equivalents and short-term investments will be sufficient to fund our forecasted operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months from the issuance of our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Previous wording
We have incurred losses since inception and have incurred losses of $59.4 million and $57.9 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $557.3 million.
Current wording
We have incurred losses since inception and have incurred losses of $86.3 million and $88.4 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of $584.2 million.
Previous wording
As of June 30, 2025, we had cash, cash equivalents, and short-term investments in treasury securities of $125.0 million. We believe that our cash, cash equivalents and short-term investments in treasury securities will be sufficient for us to fund our operations for at least twelve months from the issuance date of our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We have based these estimates on assumptions that may prove to be wrong, and we could deplete our available capital resources sooner than we expect. Because of the risks and uncertainties associated with research, development, and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements.
Current wording
As of the date of this Quarterly Report on Form 10-Q, we believe that with $103.1 million in cash, cash equivalents, and short-term investments in treasury securities as of September 30, 2025, and the additional $74.8 million we received as net proceeds from our 2025 Offering, will enable us to fund our operations into the second half of 2027. We have based these estimates on assumptions that may prove to be wrong, and we could deplete our available capital resources sooner than we expect. Because of the risks and uncertainties associated with research, development, and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements.
Previous wording
Net cash used in operating activities was $52.0 million for the six months ended June 30, 2025. Cash used in operating activities consisted of net loss offset by non-cash adjustments of $50.4 million, and a net decrease in operating assets and liabilities of $1.6 million. Non-cash items primarily included depreciation and amortization of $3.3 million, stock-based compensation expense of $6.1 million, and non-cash lease expense of $1.7 million. The net change in assets and liabilities was primarily due to a net decrease in accrued and other current and non-current liabilities of $0.6 million and a decrease in operating lease liability of $1.9 million, offset by an increase in prepaid expenses and other current assets of $1.1 million.
Current wording
Net cash used in operating activities was $74.3 million for the nine months ended September 30, 2025. Cash used in operating activities consisted of net loss offset by non-cash adjustments of $73.2 million, and a net decrease in operating assets and liabilities of $1.2 million. Non-cash items primarily included depreciation and amortization of $4.9 million, stock-based compensation expense of $8.6 million, non-cash lease expense of $2.4 million and a net amortization of premiums and accretion discounts on investments of $2.9 million. The net change in assets and liabilities was primarily due to a net decrease in accrued and other current and non-current liabilities of less than $0.1 million and a decrease in operating lease liability of $2.7 million, offset by an increase in accounts payable of $0.7 million, an increase in prepaid expenses and other current assets of $0.5 million and an increase in other non-current assets of $0.3 million.
Previous wording
Net cash used in operating activities was $46.3 million for the six months ended June 30, 2024. Cash used in operating activities consisted of net loss offset by non-cash adjustments of $16.5 million, and a net decrease in operating assets and liabilities of $4.9 million. Non-cash items primarily included depreciation and amortization of $3.3 million, stock-based compensation expense of $11.7 million, and non-cash lease expense of $1.6 million. The net change in assets and liabilities was primarily due to a net decrease in accrued and other current and non-current liabilities of $0.8 million and a decrease in operating lease liability of $1.8 million. There was also a $1.7 million decrease in prepaid expenses and other current assets and a $0.8 million decrease in accounts payable.
Current wording
Net cash used in operating activities was $68.0 million for the nine months ended September 30, 2024. Cash used in operating activities consisted of net loss offset by non-cash adjustments of $26.2 million, and a net decrease in operating assets and liabilities of $5.5 million. Non-cash items primarily included depreciation and amortization of $4.8 million, stock-based compensation expense of $18.5 million, non-cash lease expense of $2.4 million and a net amortization of premiums and accretion discounts on investments of $0.5 million. The net change in assets and liabilities was primarily due to a net decrease in accrued and other current and non-current liabilities of $1.2 million and a decrease in operating lease liability of $2.7 million. There was also a $1.7 million decrease in prepaid expenses and other current assets and a $0.2 million decrease in accounts payable.
Previous wording
Net cash provided by investing activities was $30.1 million for the six months ended June 30, 2025, which consisted of $34.4 million of purchases of short-term treasury securities and $1.5 million of purchases of lab equipment and leasehold improvements for our Good Manufacturing Practice (GMP) cell processing suite at 1000 Bridge Parkway. We received $66.0 million related to the maturities of short-term treasury securities.
Current wording
Net cash provided by investing activities was $46.9 million for the nine months ended September 30, 2025, which consisted of $110 million related to maturities of short-term treasury securities, net of $61.3 million of purchases of short-term treasury securities and $1.7 million of purchases of lab equipment and leasehold improvements for our Good Manufacturing Practice (GMP) cell processing suite at 1000 Bridge Parkway.
Previous wording
Net cash used in investing activities was $0.5 million for the six months ended June 30, 2024, which consisted of purchases of lab equipment for our GMP cell processing suite at 1000 Bridge Parkway.
Current wording
Net cash used in investing activities was $97.5 million for the nine months ended September 30, 2024, which consisted of $96.6 million of purchases of short-term treasury securities and $0.9 million of purchases of lab equipment for our GMP cell processing suite at 1000 Bridge Parkway.
Previous wording
Net cash provided by financing activities was $0.2 million for the six months ended June 30, 2025, which was primarily related to net proceeds from the issuance of common stock in connection with our employee stock purchase plan. This was partially offset by cash paid for taxes withheld on the net share settlement of equity awards.
Current wording
Net cash provided by financing activities was less than $0.1 million for the nine months ended September 30, 2025, which included $0.3 million in net proceeds from the issuance of common stock in connection with our employee stock purchase plan. This was partially offset by $0.1 million cash paid for taxes withheld on the net share settlement of equity awards and $0.2 million cash paid for the principal payment on finance leases.
Previous wording
Net cash provided by financing activities was $111.2 million for the six months ended June 30, 2024, which included approximately $91.7 million in net proceeds from the issuance of our common stock and pre-funded warrants in the Offering and approximately $19.3 million in net proceeds from the issuance of our common stock under the JonesTrading ATM Program.
Current wording
Net cash provided by financing activities was $111.2 million for the nine months ended September 30, 2024, which included approximately $91.7 million in net proceeds from the issuance of our common stock and pre-funded warrants in the Offering and approximately $19.3 million in net proceeds from the issuance of our common stock under the JonesTrading ATM Program.
Previous wording
On April 7, 2025 we received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) notifying us that the bid price for our common stock, par value $0.0001 per share, had closed below $1.00 per share for the preceding thirty consecutive business days and that, as a result, we were not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market under Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement). The notification has no immediate effect on the listing of our common stock on Nasdaq. We have a period of 180 calendar days to regain compliance with the Bid Price Requirement, which will expire on October 6, 2025. To regain compliance, the closing bid price of our common stock must be at least $1.00 or higher for a minimum of ten consecutive business days, though Nasdaq has the discretion to extend the ten business day period to up to 20 consecutive business days.
Current wording
On April 7, 2025 we received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) notifying us that the bid price for our common stock, par value $0.0001 per share, had closed below $1.00 per share for the preceding thirty consecutive business days and that, as a result, we were not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement). The notification had no immediate effect on the listing of our common stock on the Nasdaq Global Market. We had an initial period of 180 calendar days to regain compliance with the Bid Price Requirement, which expired on October 6, 2025. To regain compliance, the closing bid price of our common stock is required to be at least $1.00 or higher for a minimum of ten consecutive business days, though Nasdaq has the discretion to extend the ten business day period to up to 20 consecutive business days.
Previous wording
If we do not regain compliance by October 6, 2025, we may be eligible for an additional 180 calendar days compliance period. To qualify, we would need to transfer the listing of our common stock to the Nasdaq Capital Market, provided that we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the Bid Price Requirement. If we are not eligible or it appears to Nasdaq that we will not be able to cure the deficiency during the additional compliance period, Nasdaq will provide written notice that our common stock will be subject to delisting. In the event of such notification, we may appeal Nasdaq’s delisting determination. However, there can be no assurance that, if we receive a delisting notice and appeal the delisting determination by Nasdaq, such appeal would be successful. We intend to monitor the closing bid price of our common stock and take such reasonable measures to regain compliance with the Bid Price Requirement, which may include the implementation of a reverse stock split. There can be no assurance that we will be able to regain compliance with the Bid Price Requirement for continued listing on Nasdaq.
Current wording
If we do not regain compliance by April 6, 2026, including any extensions that may be granted by Nasdaq, Nasdaq will provide written notice that our common stock will be subject to delisting. In the event of such notification, we may appeal Nasdaq’s delisting determination. However, there can be no assurance that, if we receive a delisting notice and appeal the delisting determination by Nasdaq, such appeal would be successful. We intend to monitor the closing bid price of our common stock and take such reasonable measures to regain compliance with the Bid Price Requirement, which may include the implementation of a reverse stock split. There can be no assurance that we will be able to regain compliance with the Bid Price Requirement for continued listing on Nasdaq.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
2025 Offering of Common Stock and Pre-Funded Warrants
Current report — wording carried from elsewhere
On January 22, 2024, we entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC (Jefferies) and Guggenheim Securities, LLC, as representatives of the underwriters (the Underwriters), related to an underwritten public offering (the Offering) of shares of our common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of our common stock. We received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $91.7 million. We may receive nominal proceeds, if any, from the exercise of the pre-funded warrants.
Current report — wording carried from elsewhere
On October 7, 2025, we entered into the 2025 Underwriting Agreement related to the 2025 Offering of the 2025 Shares and, in lieu of Common Stock to an investor, the 2025 Pre-Funded Warrants to purchase the 2025 Warrant Shares. The 2025 Shares were sold at a price of $1.00 per share and the 2025 Pre-Funded Warrants were sold at a price of $0.9999 per underlying share, which represents the per share offering price of each share of common stock minus the $0.0001 per share exercise price for each pre-funded warrant. The purchase price paid by the Underwriters to us was $0.94 per 2025 Share and $0.93991 per 2025 Pre-Funded Warrant, representing a discount to the Underwriters of 6.0%. We received net proceeds from the 2025 Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $74.8 million. We may receive nominal proceeds, if any, from the exercise of the 2025 Pre-Funded Warrants.
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Previous report — wording carried elsewhere
We are advancing ADI-212, an optimized next-generation gene-edited and armored clinical candidate designed to enhance potency in solid tumors and to deliver multiple anti-tumor mechanisms of action to the tumor microenvironment.