Adicet Bio, Inc. Commitments Disclosure
10. Commitments and Contingencies
Leases
The Company has operating leases for office and laboratory space in Redwood City, California, and Boston, Massachusetts, as well as one finance lease for lab instruments.
Redwood City
In 2018, Adicet Therapeutics executed a non-cancelable lease agreement, as amended in 2022, pursuant to which the Company leases office and laboratory facility at 1000 Bridge Parkway and a portion of 1200 Bridge Parkway in Redwood City, California (the Redwood City Lease).
On January 9, 2023, Adicet Therapeutics entered into a third lease amendment with Westport Office Park, LLC (the Third Amendment). The Third Amendment further amends the Redwood City Lease and increases the tenant improvement allowance as of January 1, 2023 by an additional $3.0 million. The Company fully utilized the allowance for the continued buildout of office and laboratory space at 1000 Bridge Parkway in 2023. Per the terms of this amendment, this additional allowance will be repaid through equal monthly payments of principal amortization and interest on a monthly basis over the term of the lease at an interest rate of eight percent (8%) per annum. The Company received the allowance on February 21, 2023 and increased the operating lease liability accordingly.
On August 7, 2023, Adicet Therapeutics entered into a fourth lease amendment with Westport Office Park, LLC (the Fourth Amendment). The Fourth Amendment amends the period over which the tenant improvement allowance received in the Third Amendment will be amortized and identifies the monthly amortization payable by the Company.
On November 19, 2025, Adicet Therapeutics entered into a fifth lease amendment with Westport Office Park, LLC (the Fifth Amendment). The Fifth Amendment acknowledges that the portion of the Redwood City Lease related to 1200 Bridge Parkway expired on June 30, 2025.
Boston
In 2018, the Company entered into a lease agreement, as amended in 2019, for office space at 500 Boylston St, Boston, Massachusetts (500 Boylston Lease). Under the terms of the 500 Boylston Lease, the Company was permitted to assign, sublease or transfer this lease, with the consent of the landlord.
On July 19, 2021, the Company entered into a sublease agreement with RFS OPCO LLC (Sublessee), whereby the Company agreed to sublease to Sublessee all of the 9,501 rentable square feet of 500 Boylston St. The expected undiscounted cash flows to be received from the sublease as of December 31, 2025 is as follows (in thousands):
|
|
December 31, |
|
|
2026 |
|
$ |
438 |
|
2027 and thereafter |
|
|
— |
|
Total |
|
$ |
438 |
|
The Company recognized rent expense, net of sublease income, of $3.6 million and $4.0 million for the years ended December 31, 2025 and 2024, respectively.
Further, the Company remains liable for the remaining lease payments under the 500 Boylston Lease, totaling $0.4 million, which is included in the future minimum lease payments table below.
The future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2025 were as follows (in thousands):
|
|
Operating Leases |
|
|
Finance Leases |
|
||
2026 |
|
$ |
4,009 |
|
|
$ |
— |
|
2027 |
|
|
3,714 |
|
|
|
425 |
|
2028 |
|
|
3,808 |
|
|
|
250 |
|
2029 |
|
|
3,906 |
|
|
|
250 |
|
2030 |
|
|
662 |
|
|
|
250 |
|
2031 and thereafter |
|
|
— |
|
|
|
— |
|
Total undiscounted lease payments |
|
|
16,099 |
|
|
|
1,175 |
|
Less: imputed interest |
|
|
(2,352 |
) |
|
|
(184 |
) |
Total lease liability |
|
|
13,747 |
|
|
|
991 |
|
Less: current portion |
|
|
(2,837 |
) |
|
|
(349 |
) |
Lease liability, net of current maturities |
|
$ |
10,910 |
|
|
$ |
642 |
|
The IBR and the remaining lease terms of our facilities and their weighted average IBR and remaining terms are as follows as of December 31, 2025:
Lease Locations |
|
IBR |
|
Remaining Terms |
|
|
Redwood City, CA (1000 Bridge Parkway) |
|
6.90% |
|
|
4.20 |
|
Boston, MA |
|
9.30% |
|
|
0.60 |
|
Weighted Average |
|
7.00% |
|
|
4.10 |
|
Lease costs and information related to the lease right-of-use assets, net and lease liabilities consisted of the following (in thousands):
|
|
Twelve months ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Lease Cost |
|
|
|
|
|
|
||
Operating lease cost |
|
$ |
4,207 |
|
|
$ |
4,557 |
|
Short-term lease cost |
|
|
142 |
|
|
|
121 |
|
Finance lease cost: |
|
|
|
|
|
|
||
Amortization of right-of-use assets |
|
|
83 |
|
|
|
— |
|
Interest on lease liabilities |
|
|
36 |
|
|
|
— |
|
Sublease income |
|
|
(674 |
) |
|
|
(727 |
) |
Total lease cost |
|
$ |
3,794 |
|
|
$ |
3,951 |
|
Other Information |
|
|
|
|
|
|
||
Operating cash flows used for lease liabilities |
|
$ |
(3,449 |
) |
|
$ |
(3,691 |
) |
Financing cash flows used for finance lease liabilities |
|
|
(150 |
) |
|
|
— |
|
Weighted-average remaining lease term - operating leases (in years) |
|
|
4.1 |
|
|
|
4.9 |
|
Weighted-average remaining lease term - finance leases (in years) |
|
|
4.6 |
|
|
|
— |
|
Weighted-average discount rate - operating leases |
|
|
7.00 |
% |
|
|
7.00 |
% |
Weighted-average discount rate - finance leases |
|
|
10.00 |
% |
|
|
— |
|
As of December 31, 2025 and 2024, operating right-of-use assets were $10.9 million and $14.2 million, respectively, and operating lease liabilities were $13.7 million and $17.2 million, respectively.
As of December 31, 2025 finance right-of-use assets were $1.0 million and finance lease liabilities were $1.0 million.. There were no finance right-of-use assets and finance lease liabilities as of December 31, 2024.
The Company maintains letters of credit in connection with the Company’s office leases in Redwood City, CA and Boston, MA. Refer to Note 18. Restricted Cash for additional information about these letters of credit.
Indemnification Agreements
In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ liability insurance.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 19, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2020 | Mar 12, 2021 | |
| 2019 | Mar 12, 2020 | |
| 2018 | Mar 18, 2019 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.