ACET · Adicet Bio, Inc.

This transaction represents a structural equity adjustment rather than new capital raising: Adicet Bio retired 250,000 existing shares from RA Capital’s holdings and replaced them with a pre-funded warrant for the identical number of shares. Because the warrant’s $0.0001 exercise price is nominal and exercisable cashlessly, no additional cash proceeds are generated upon exercise — the economic effect is largely neutral to the Company’s balance sheet but shifts the timing and mechanics of share issuance. The 9.99% ownership cap (expandable to 19.99%) serves as a governance safeguard against concentrated voting power, aligning with common provisions in private placements with significant investors. Reliance on Section 3(a)(9) confirms the exemption applies strictly because the warrant was issued solely in exchange for already outstanding registered shares — no new consideration was paid by RA Capital. For investors, this preserves existing share count until exercise, avoids immediate dilution impact on EPS calculations, and signals continued support from a major healthcare investor without triggering registration or public disclosure obligations associated with traditional offerings.