UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 24, 2026, Absci Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC (the “Underwriters”), relating to the issuance and sale of an aggregate of 13,495,277 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, to the Underwriters (the “Offering”).
The Shares will be sold to the purchasers at an offering price of $7.41 per share.
The offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-289541) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on August 12, 2025, and declared effective by the SEC on August 22, 2025, and a related prospectus supplement. The Company expects the offering to close on June 25, 2026.
The Company estimates that the net proceeds from the Offering will be approximately $93.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this offering to fund the advancement of ABS-201, the Company’s AI-designed anti-PRLR antibody product candidate, across androgenetic alopecia (pattern hair loss) and endometriosis, and for working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Goodwin Procter LLP, relating to the validity of the Shares in connection with the offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
On June 24, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated June 24, 2026. | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (contained in Exhibit 5.1). | |
| 99.1 | Pricing Press Release dated June 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 24, 2026 | By: | /s/ Sean McClain | ||||
| Sean McClain | ||||||
| Founder and CEO | ||||||