Adicet Bio Issues Equity Awards to New Employees Pursuant to Nasdaq Inducement Rule 5635(c)(4)
Adicet Bio, Inc. (Nasdaq: ACET), a biotechnology company advancing gamma delta T cell therapies for cancer, announced that it has granted equity awards to newly hired employees under the Nasdaq Listing Rule 5635(c)(4). This action reflects Adicet’s ongoing strategy to attract and retain top-tier talent essential for advancing its pipeline of allogeneic cell therapies, which are designed to provide potent and durable anti-tumor activity in a scalable and off-the-shelf manner.
Overview of Inducement Grants
The equity awards, which include stock options and restricted stock units (RSUs), were approved by the company’s Compensation Committee of the Board of Directors. The grants were made as a material component of the new hires’ employment compensation, serving both as a recruitment incentive and as an alignment mechanism between employee interests and long-term shareholder value creation.
Under Nasdaq Listing Rule 5635(c)(4), companies can issue equity awards to new employees without shareholder approval, provided the grants are a material inducement to accepting employment. This rule is commonly used in the biotechnology and technology sectors, where attracting experienced professionals and key scientific talent is crucial to a company’s success.
Details of the Equity Grants
On April 30, 2025, Adicet Bio granted inducement equity awards to three new non-executive employees. The equity awards consisted of an aggregate of 46,100 shares of the company’s common stock. This included 25,500 stock options and 20,600 restricted stock units (RSUs).
The stock options have an exercise price equal to the closing price of Adicet Bio’s common stock on the date of grant, ensuring that the options hold value only if the company’s stock price increases. The options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the subsequent 36 months, contingent on continued employment with the company.
The RSUs also follow a four-year vesting schedule, with 25% of the units vesting annually on the anniversary of the grant date. This vesting structure is intended to incentivize long-term commitment and reward employees for contributing to the company’s sustained performance.
Supporting a Growing Cell Therapy Pipeline
These equity awards are more than just financial incentives—they represent a strategic move by Adicet Bio to support the recruitment and retention of talent necessary to execute its ambitious scientific and clinical programs. The company’s lead candidate, ADI-001, is an investigational allogeneic gamma delta CAR-T cell therapy being evaluated in clinical trials for the treatment of hematologic malignancies, including non-Hodgkin’s lymphoma.
Adicet’s proprietary platform leverages the unique properties of gamma delta T cells, a subset of immune cells known for their innate ability to recognize and kill cancer cells without the need for prior antigen sensitization. Unlike conventional alpha beta T cell therapies, gamma delta T cells do not require patient-specific customization, which enables Adicet to manufacture its therapies as off-the-shelf products for immediate use.
With a promising pipeline and ongoing clinical trials, the need for experienced scientists, clinicians, regulatory experts, and manufacturing specialists is greater than ever. The inducement awards signal Adicet’s intent to continue building a team capable of advancing its therapies through development and ultimately to commercialization.
The Role of Nasdaq Listing Rule 5635(c)(4)
Nasdaq Listing Rule 5635(c)(4) is a governance provision that allows listed companies to grant equity compensation to new employees without shareholder approval if the grant is a material inducement to the individual’s employment. These grants must be approved by the compensation committee or a majority of the board’s independent directors and must be disclosed via a press release.
Adicet’s use of this rule aligns with industry best practices for growth-stage biopharmaceutical companies. It provides the flexibility needed to compete for high-demand talent in a competitive labor market, especially in specialized areas like cell therapy development, clinical operations, and biomanufacturing.
By granting equity awards that vest over several years, companies like Adicet aim to foster a culture of ownership and long-term commitment. Employees are encouraged to think and act like shareholders, driving innovation and execution with a clear line of sight to long-term value creation.
Investor and Stakeholder Considerations
For investors, inducement grants are a transparent and accountable way for companies to reward new employees while preserving shareholder value. Because these awards are not granted under shareholder-approved equity plans, they are closely monitored by corporate governance bodies and must be publicly disclosed to ensure transparency.
In Adicet’s case, the inducement grants represent a small fraction of its outstanding shares, minimizing dilution while still providing meaningful incentives for new hires. The company continues to manage its equity compensation strategy within the parameters of its overall capital structure and long-term value creation goals.
A Forward-Looking Approach to Human Capital
Adicet Bio’s approach to talent acquisition and retention is consistent with its broader strategic goals. The company is advancing a differentiated approach to cancer immunotherapy, and success in this arena requires deep scientific expertise, strong operational execution, and a cohesive team committed to pushing boundaries.
As the company moves forward with its clinical programs, including expanded trials of ADI-001 and preclinical development of additional candidates, building and retaining a talented workforce is critical. The inducement awards support that mission by providing competitive compensation packages that reflect the high-stakes nature of the work and the transformational potential of Adicet’s therapies.
Adicet Bio is a clinical-stage biotechnology company pioneering the development of gamma delta T cell-based therapies for cancer. The company’s lead program, ADI-001, is in clinical trials for the treatment of B-cell malignancies, and additional programs are in preclinical development targeting both hematologic and solid tumors.
Adicet’s proprietary platform combines genetic engineering, cell manufacturing, and deep immunological expertise to develop allogeneic cell therapies that are scalable, potent, and designed to overcome key limitations of current CAR-T therapies. By focusing on gamma delta T cells, Adicet aims to deliver therapies that are both more broadly applicable and more durable in their anti-tumor effects.
The company is headquartered in Boston, Massachusetts, with additional research and manufacturing operations in California.
As Adicet Bio continues to grow its workforce and advance its clinical and preclinical programs, the use of inducement equity grants will likely remain an important tool in its compensation strategy. These awards enable the company to attract high-caliber professionals who are motivated by both financial incentives and the opportunity to make a meaningful impact in the fight against cancer.
In a competitive biotech landscape, where innovation and execution are everything, having the right people in place is essential. With its latest round of inducement grants, Adicet Bio is reinforcing its commitment to building a strong team capable of delivering transformative cell therapies to patients in need.
