SEC Filing | Absci Corp

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As filed with the Securities and Exchange Commission on March [24], 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

ABSCI CORPORATION

(Exact name of registrant as specified in its charter)



Delaware						85-3383487
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



18105 SE Mill Plain Blvd Vancouver, WA						98683
(Address of Principal Executive Offices)						(Zip Code)

Absci Corporation 2021 Stock Option and Incentive Plan

Absci Corporation 2021 Employee Stock Purchase Plan

(Full title of the plans)

Sean McClain

Founder and Chief Executive Officer

18105 SE Mill Plain Blvd

Vancouver, WA 98683

(Name and address of agent for service)

(360) 949-1041

(Telephone number, including area code, of agent for service)

Copies to:



Maggie Wong Alicia Tschirhart Goodwin Procter LLP 525 Market Street San Francisco, CA 94105 (415) 733-6000						Zachariah Jonasson Chief Financial Officer and Chief Business Officer Absci Corporation 18105 SE Mill Plain Blvd Vancouver, WA 98683 (360) 949-1041

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers (i) 7,575,754 additional shares of the Registrant’s common stock, $0.0001 par value per share (the “Common Stock”) under the Absci Corporation 2021 Stock Option and Incentive Plan (the “2021 Plan”) and (ii) 1,515,151 additional shares of Common Stock under the Absci Corporation 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on each January 1, beginning January 1, 2022, by an amount equal to the lesser of: (i) 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (ii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2021 Plan). The number of shares of Common Stock reserved and available for issuance under the 2021 ESPP is subject to an automatic annual increase on each January 1, beginning January 1, 2022 and each January 1 thereafter through January 1, 2031, by an amount equal to the lesser of: (i) 1,807,500 shares of Common Stock, (ii) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (iii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2021 ESPP). Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the (i) 2021 Plan increased by 7,575,754 and (ii) 2021 ESPP increased by 1,515,151 The additional shares are of the same class as other securities relating to the 2021 Plan and 2021 ESPP for which the Registrant’s registration statements filed on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2021 (File No. 333-258209), on March 22, 2022 (File No. 333-263772), on March 30, 2023 (File No. 333-270995), on March 21, 2024 (File No. 333-278140) and on March 18, 2025 (File No. 333-285883) are effective, which registration statements are hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended or superseded by the information set forth herein. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this registration statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.			Exhibits.

EXHIBIT INDEX



Exhibit No.						Description

4.1						Amended and Restated Certificate of Incorporation of Absci Corporation (filed as Exhibit 3.1 to the Form 8-K, File No. 001-40646, filed by Absci Corporation on June 16, 2023 and incorporated herein by reference).

4.2						Amended and Restated Bylaws of the Absci Corporation (filed as Exhibit 3.1 to the Form 8-K, File No. 001-40646, filed by Absci Corporation on December 15, 2022 and incorporated herein by reference).

4.3						Investors’ Rights Agreement by and among the Registrant and certain of its stockholders dated October 19, 2020 (filed as Exhibit 4.2 to the Form S-1, File No. 333-257553, filed by Absci Corporation on June 30, 2021 and incorporated herein by reference).

4.4						Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 19, 2021).

4.5						Description of Securities (filed as Exhibit 4.3 to the Form 10-K for the year ended December 31, 2021, File No. 001-40646, filed by Absci Corporation on March 22, 2022 and incorporated herein by reference).

5.1*						Opinion of Goodwin Procter LLP.

23.1*						Consent of Independent Registered Public Accounting Firm.

23.2*						Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1*						Power of Attorney (included on signature page to this registration statement).

99.1						2021 Stock Option and Incentive Plan and forms of award agreements thereunder (filed as Exhibit 10.2 to the Form 10-K for the year ended December 31, 2023, File No. 001-40646, filed by Absci Corporation on March 21, 2023 and incorporated herein by reference).

99.2						2021 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 15, 2021 and incorporated herein by reference).

107*						Filing Fee Table .


*			Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Washington, on this 24th day of March, 2026.

ABSCI CORPORATION

By:

/s/ Sean McClain

Name:

Sean McClain

Title:

Founder and CEO

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Sean McClain and Zachariah Jonasson as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their capacities and on the date indicated.

NAME

TITLE

DATE

/s/ Sean McClain

Founder, CEO and Director

(Principal Executive Officer)

March 24, 2026

Sean McClain

/s/ Zachariah Jonasson

Chief Financial Officer and Chief Business Officer

(Principal Financial Officer)

March 24, 2026

Zachariah Jonasson, Ph.D.

/s/ Todd Bedrick

Chief Accounting Officer

(Principal Accounting Officer)

March 24, 2026

Todd Bedrick

/s/ Frans van Houten

Chair of the Board

March 24, 2026

Frans van Houten, MSc

/s/ Karen McGinnis

Director

March 24, 2026

Karen McGinnis, C.P.A

/s/ Menelas Pangalos

Director

March 24, 2026

Prof Sir Menelas Pangalos, Ph.D.

/s/ Daniel Rabinovitsj

Director

March 24, 2026

Daniel Rabinovitsj

/s/ Joseph Sirosh

Director

March 24, 2026

Joseph Sirosh, Ph.D.

/s/ Mary Szela

Director

March 24, 2026

Mary Szela

exfilingfees

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Absci Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities



Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)(1)	7,575,754(3)	$2.97(2)	$22,499,989.38	$0.0001381	$3,107.25
Equity	Common Stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)(1)	1,515,151(4)	$2.53(5)	$3,833,332.03	$0.0001381	$529.38
Total Offering Amounts					$26,333,321.41	$0.0001381	$3,636.63
Total Fee Offsets							$0
Net Fee Due							$3,636.63


(1)			Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act, and based on $2.97, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 19, 2026.
(3)			Represents an automatic increase to the number of shares of the Registrant’s common stock available for issuance under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) effective as of January 1, 2026. Shares available for issuance under the 2021 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on July 28, 2021 (Registration No. 333-258209), March 22, 2022 (Registration No. 333-263772), on March 30, 2023 (Registration No. 333-270995), on March 21, 2024 (File No. 333-278140) and on March 18, 2025 (File No. 333-285883).
(4)			Represents an automatic increase to the number of shares of the Registrant’s common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) effective as of January 1, 2026. Shares available for issuance under the ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on July 28, 2021 (Registration No. 333-258209), on March 30, 2023 (Registration No. 333-270995), on March 21, 2024 (File No. 333-278140) and on March 18, 2025 (File No. 333-285883).
(5)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act, and based on 85% of $2.97, the average of the high and low sale prices of the of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 19, 2026. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first trading day of the offering period or on the exercise date, whichever is lower.

Document

Exhibit 5.1

March 24, 2026

Absci Corporation

18105 SE Mill Plain Blvd

Vancouver, WA 98683

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 9,090,905 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of Absci Corporation, a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Absci Corporation 2021 Stock Option and Incentive Plan and the Absci Corporation 2021 Employee Stock Purchase Plan of our report dated March 24, 2026, with respect to the consolidated financial statements of Absci Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

March 24, 2026