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): September 7, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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 2.02. Results of Operations and Financial Condition.
On September 7, 2021, Absci Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: September 7, 2021 | By: | /s/ Sean McClain | ||||||
| Sean McClain | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 99.1
Absci Reports Second Quarter 2021 Financial and Operating Results
VANCOUVER, Wash. September 7, 2021 – Absci Corporation (Nasdaq: ABSI), the drug and target discovery company harnessing deep learning and synthetic biology to expand the therapeutic potential of proteins, today reported financial and operating results for the quarter ended June 30, 2021.
“This has been a momentous year for Absci,” said Sean McClain, founder and CEO. “We kicked off 2021 with our acquisition of Denovium, which formalized our identity as an AI-powered synthetic biology company focused on biopharmaceutical protein design and production technology. We’ve also grown the business substantially since January, more than doubling our team of 'unlimiters', signing partnership agreements, advancing programs with current partners, enhancing our technology platform, building and moving into a new campus, and acquiring Totient.”
“Along the way, we’ve shared our progress and vision with investors, and with their support we completed two financing rounds since January, including our IPO in July. I could not be more proud of what we have accomplished, or more excited about what lies ahead as we pursue our vision of changing the world, one protein at a time.”
Second Quarter 2021 and Recent Highlights
•Completed initial public offering raising net proceeds of approximately $210 million.
•Announced acquisition of Totient, expanding the Integrated Drug Creation™ Platform to include antibody and target discovery technology.
•Hired over 100 new employees since year-end 2020, and strengthened executive leadership team with additions of Nikhil Goel as Chief Business Officer and Sarah Korman, PhD, JD, as General Counsel.
•Built out and relocated to new state-of-the-art 77,000 square foot campus in Vancouver, Washington.
•Entered into a global technology development and license agreement with PhaseBio [Nasdaq: PHAS] to advance a successful ongoing Active Program for creation of a customized cell line to enable high-yield commercial production of a PhaseBio clinical candidate. The agreement entitles Absci to contingent milestone payments and royalties on sales upon PhaseBio's exercise of its option for an exclusive license to the producing cell line developed by Absci.
•Signed a global technology development and license agreement with Alpha Cancer Technologies Inc. The agreement extends the existing technology development partnership and entitles Absci to contingent milestone payments and royalties on net sales of products comprising recombinant human alpha-fetoprotein manufactured using the producing cell line developed by Absci.
Exhibit 99.1
Second Quarter 2021 Financial Results
Revenue was $0.7 million for the three months ended June 30, 2021 compared to $0.6 million for the three months ended June 30, 2020
Research and development expenses were $11.0 million for the second quarter of 2021, as compared to $2.3 million for the corresponding prior year period. This increase was primarily driven by additional investments in platform expansion, including data initiatives and AI capabilities.
Selling, general, and administrative expenses were $5.2 million for the second quarter of 2021, as compared to $0.9 million for the corresponding prior period. This increase was due to personnel-related costs and professional services, including approximately $0.9 million of transaction related expenses related to the Totient acquisition.
Net loss was $41.2 million for the second quarter of 2021, as compared to $3.0 million for the corresponding prior year period, which includes a non-cash charge of $28.1 million related to the revaluation of convertible notes and preferred stock warrants.
Cash and cash equivalents were $99.5 million as of June 30, 2021. Subsequent to the end of the quarter, on July 26, 2021, Absci completed its initial public offering, raising approximately $210 million of net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses.
About Absci
Absci is the drug and target discovery company harnessing deep learning and synthetic biology to expand the therapeutic potential of proteins. We built our Integrated Drug Creation™ Platform to identify novel drug targets, discover optimal biotherapeutic candidates, and generate the cell lines to manufacture them in a single efficient process. Biotech and pharma innovators partner with us to create the next generation of protein-based drugs, including those that may be impossible to make with other technologies. Our goal is to enable the development of better medicines by Translating Ideas into Drugs™. For more information visit www.absci.com.
Exhibit 99.1
Forward-Looking Statements
Certain statements in this press release that are not historical facts are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements containing the words “will,” "pursues," “anticipates,” “plans,” “believes,” “forecast,” “estimates,” “expects,” and “intends,” or similar expressions. We intend these forward-looking statements, including statements regarding operating plans, development and partnership efforts, and our ability to receive milestone payments and royalties, to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we make this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies, and prospects, which are based on the information currently available to us and on assumptions we have made. We can give no assurance that the plans, intentions, expectations, or strategies will be attained or achieved, and, furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, risks and uncertainties relating to our partners' ability to develop and commercialize product candidates generated using our platform and our ability to secure milestone payments and royalties; along with those risks set forth in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on September 7, 2021, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the U.S. Securities and Exchange Commission. Except as required by law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Contact:
investors@absci.com
Media Contact:
press@absci.com
Exhibit 99.1
Absci Corporation
Condensed Consolidated Statements of Operations (unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| (In thousands, except for share and per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Technology development revenue | $ | 592 | $ | 517 | $ | 1,532 | $ | 1,042 | ||||||||||||||||||
| Collaboration revenue | 136 | 47 | 259 | 94 | ||||||||||||||||||||||
| Total revenues | 728 | 564 | 1,791 | 1,136 | ||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Research and development | 11,040 | 2,252 | 18,090 | 4,159 | ||||||||||||||||||||||
| Selling, general and administrative | 5,179 | 861 | 9,864 | 1,832 | ||||||||||||||||||||||
| Depreciation and amortization | 1,201 | 265 | 1,677 | 449 | ||||||||||||||||||||||
| Total operating expenses | 17,420 | 3,378 | 29,631 | 6,440 | ||||||||||||||||||||||
| Operating loss | (16,692) | (2,814) | (27,840) | (5,304) | ||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||
| Interest expense | (2,009) | (189) | (2,464) | (287) | ||||||||||||||||||||||
| Other income (expense), net | (28,114) | (5) | (27,950) | (75) | ||||||||||||||||||||||
| Total other expense, net | (30,123) | (194) | (30,414) | (362) | ||||||||||||||||||||||
| Loss before income taxes | (46,815) | (3,008) | (58,254) | (5,666) | ||||||||||||||||||||||
| Income tax benefit | 5,617 | — | 6,094 | — | ||||||||||||||||||||||
| Net loss | (41,198) | (3,008) | (52,160) | (5,666) | ||||||||||||||||||||||
| Adjustment of redeemable preferred units and stock | — | (13,967) | — | (25,121) | ||||||||||||||||||||||
| Cumulative undeclared preferred stock dividends | (1,047) | — | (2,042) | — | ||||||||||||||||||||||
| Net loss applicable to common stockholders and unitholders | $ | (42,245) | $ | (16,975) | $ | (54,202) | $ | (30,787) | ||||||||||||||||||
| Net loss per share attributable to common stockholders and unitholders: Basic and diluted | $ | (2.39) | $ | (1.12) | $ | (3.13) | $ | (2.02) | ||||||||||||||||||
| Weighted-average common shares and units outstanding: Basic and diluted | 17,641,147 | 15,215,747 | 17,312,437 | 15,215,747 | ||||||||||||||||||||||
Exhibit 99.1
Absci Corporation
Condensed Consolidated Balance Sheets (unaudited)
| June 30, | December 31, | |||||||||||||
| (In thousands, except for share and per share data) | 2021 | 2020 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 99,450 | $ | 69,867 | ||||||||||
| Restricted cash | 10,501 | — | ||||||||||||
| Receivables under development arrangements | 545 | 1,594 | ||||||||||||
| Prepaid expenses and other current assets | 1,895 | 1,773 | ||||||||||||
| Total current assets | 112,391 | 73,234 | ||||||||||||
| Operating lease right-of-use assets | 7,638 | 4,476 | ||||||||||||
| Property and equipment, net | 37,802 | 8,909 | ||||||||||||
| Intangibles, net | 56,677 | — | ||||||||||||
| Goodwill | 22,893 | — | ||||||||||||
| Restricted cash | 16,846 | 1,841 | ||||||||||||
| Other assets | 2,823 | 109 | ||||||||||||
| TOTAL ASSETS | $ | 257,070 | $ | 88,569 | ||||||||||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND OTHER STOCKHOLDERS' DEFICIT | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 9,004 | $ | 2,116 | ||||||||||
| Accrued expenses | 14,000 | 1,569 | ||||||||||||
| Loans payable | — | 632 | ||||||||||||
| Long-term debt, current | 1,577 | 903 | ||||||||||||
| Operating lease obligations, current | 1,419 | 770 | ||||||||||||
| Financing lease obligations, current | 1,984 | 1,475 | ||||||||||||
| Deferred revenue, current | 1,775 | 2,630 | ||||||||||||
| Total current liabilities | 29,759 | 10,095 | ||||||||||||
| Convertible promissory notes | 150,107 | — | ||||||||||||
| Long-term debt - net of current portion | 3,352 | 4,141 | ||||||||||||
| Operating lease obligations - net of current portion | 8,978 | 3,813 | ||||||||||||
| Finance lease obligations - net of current portion | 3,203 | 2,766 | ||||||||||||
| Deferred tax, net | 5,228 | — | ||||||||||||
| Deferred revenue | 839 | — | ||||||||||||
| Other long-term liabilities | 18,489 | 749 | ||||||||||||
| TOTAL LIABILITIES | 219,955 | 21,564 | ||||||||||||
| Commitments (See Note 7) | ||||||||||||||
| Redeemable convertible preferred stock, $0.0001 par value | 161,377 | 156,433 | ||||||||||||
| OTHER STOCKHOLDERS' DEFICIT | ||||||||||||||
| Common stock, $0.0001 par value | 2 | 2 | ||||||||||||
| Additional paid-in capital | 17,972 | 635 | ||||||||||||
| Accumulated deficit | (142,225) | (90,065) | ||||||||||||
| Accumulated other comprehensive income (loss) | (11) | — | ||||||||||||
| TOTAL OTHER STOCKHOLDERS' DEFICIT | (124,262) | (89,428) | ||||||||||||
| TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND OTHER STOCKHOLDERS' DEFICIT | $ | 257,070 | $ | 88,569 | ||||||||||