Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed, on September 15, 2020, resTORbio, Inc. (the predecessor
of Adicet Bio, Inc., referred to herein as "resTORbio" or the "Company") entered
into a Contingent Value Rights Agreement (the "Rights Agreement") with
Computershare, Inc. and its wholly owned subsidiary, Computershare Trust
Company, N.A. (jointly referred to herein as "Computershare"). The CVR Agreement
entitled certain holders of resTORbio common stock to receive substantially all
of the net proceeds from the commercialization, if any, received from a third
party commercial partner of RTB101, a small molecule product candidate,
previously developed by resTORbio, for a COVID-19 related indication.
Pursuant to Section 4.2(c) of the Rights Agreement, on October 27, 2021, the
Company delivered written notice to Computershare to terminate its obligations
under the Rights Agreement, effective as of October 27, 2021. The Company is not
subject to any termination penalties related to the termination of the Rights
Agreement.
A copy of the Rights Agreement was filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K, filed on September 16, 2020. The description of the
Rights Agreement contained in this Current Report on Form 8-K does not purport
to be complete and is qualified in its entirety by reference to the copy of the
Rights Agreement filed as Exhibit 10.2 to the Company's Current Report on Form
8-K, filed on September 16, 2020.
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