Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

ABSCI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40646

85-3383487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

18105 SE Mill Plain Blvd

Vancouver, WA 98683

(Address of principal executive offices, including zip code)

(360) 949-1041

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ABSI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Absci Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2024. As of April 15, 2024, the record date for the Annual Meeting, there were 113,083,322 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 23, 2024: (i) to elect each of Sean McClain, Amrit Nagpal and Joseph Sirosh, Ph.D. as a Class III member of the Company's board of directors, to serve until the Company’s 2027 Annual Meeting of Stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal I”); and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal II”).

The Company’s stockholders approved the Class III director nominees recommended for election in Proposal I at the Annual Meeting. The Company’s stockholders voted for the Class III directors as follows:



Class III Director Nominees	For	Withhold	Broker Non-Votes
Sean McClain	65,972,631	311,416	27,170,637
Amrit Nagpal	52,937,845	13,346,202	27,170,637
Joseph Sirosh, Ph.D.	66,155,521	128,526	27,170,637

The Company’s stockholders approved Proposal II. The votes cast at the Annual Meeting were as follows:



For	Against	Abstain
93,309,150	29,588	115,946

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Absci Corporation

Date: June 14, 2024	By:	/s/ Sean McClain
		Sean McClain
		Founder and CEO

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	ABSCI CORP
Entity Incorporation, State	DE
Entity File Number	001-40646
Entity Tax Identification Number	85-3383487
Entity Address, Street	18105 SE Mill Plain Blvd
Entity Address, City	Vancouver
Entity Address, State	WA
Entity Address, Postal Zip Code	98683
City Area Code	360
Local Phone Number	949-1041
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, $0.0001 par value per share
Trading Symbol(s)	ABSI
Name of each exchange on which registered	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001672688
Amendment Flag	false