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
(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 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 | ||||||||