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): ~~July 25~~August 12, 2025

ABSCI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

~~001-40646~~

~~85-3383487~~

001-40646

85-3383487

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification 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		~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		~~ABSI~~	ABSI	~~The Nasdaq Global Select Market~~		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 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~July~~August 2412, 2025, Absci Corporation (the “Company”) ~~entered~~announced ~~into~~its anfinancial ~~underwriting~~results ~~agreement~~for (the ~~“Underwriting~~second ~~Agreement”)~~quarter ~~with~~ended ~~Morgan Stanley~~June ~~& Co. LLC~~30, J2025.P. ~~Morgan~~A ~~Securities~~copy ~~LLC, Jefferies LLC and TD Securities (USA) LLC (the “Underwriters”), relating to the issuance and sale~~ of ~~an aggregate of 16,670,000 shares (~~the ~~“Underwritten~~press ~~Shares”)~~release ofis ~~the~~being ~~Company’s~~furnished ~~common~~as ~~stock,~~Exhibit ~~par value $0~~99.~~0001~~1 ~~per share (the “Common Stock”)~~ to ~~the~~this ~~Underwriters~~Current ~~(the~~Report ~~“Offering”).~~on ~~Pursuant~~Form ~~to the Underwriting Agreement, the Company also granted the Underwriters a 30~~8-~~day option to purchase up to 2,500,500 additional shares (the “Option Shares” and together with the Underwritten Shares, the “Shares”) of Common Stock~~K.

The ~~Shares~~information ~~will~~contained in Item 2.02 of this Current Report on Form 8-K, together with Exhibit 99.1 hereto, is being furnished and shall not be ~~sold~~deemed to be “filed” for the ~~purchasers~~purposes atof aSection ~~public~~18 ~~offering~~of ~~price~~the Securities Exchange Act of ~~$3.00~~1934, ~~per~~as ~~share.~~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.

The offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-267043) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on August 24, 2022, and declared effective by the SEC on September 2, 2022, and a related prospectus supplement. The Company expects the offering to close on July 28, 2025.

The Company estimates that the net proceeds from the Offering will be approximately $46.7 million, or approximately $53.7 million if the Underwriters exercise in full their option to purchase the Option Shares, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this offering to fund the development of its internal asset programs, continued investment in its Integrated Drug Creation platform, 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.

OnFrom ~~July 24,~~time ~~2025~~to time, the Company ~~issued~~presents aand/or ~~press~~distributes ~~release~~slides ~~announcing~~and presentations to the ~~launch~~investment community to provide updates and summaries of its business. On August 12, 2025, the ~~Offering~~Company ~~and~~released a ~~press~~presentation ~~release~~which ~~announcing~~includes certain internal pipeline program updates, which is available on the ~~pricing~~“News & Events” section of the ~~Offering~~Company’s website. ~~Copies~~A copy of ~~these~~this ~~press~~presentation ~~releases~~is ~~are~~ filed as Exhibit 99.~~1 and Exhibit 99.~~2, ~~respectively,~~ to this Current Report on Form 8-K and ~~are~~ is incorporated ~~herein~~ by reference. herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
1.1		Underwriting Agreement dated July 24, 2025.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (contained in Exhibit 5.1).
99.1		Launch Press Release dated July 24, 2025.
99.2		Pricing Press Release dated July 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

99.1 Press Release issued by the Company on June 12, 2025, furnished herewith.

99.2 Absci Corporate Presentation Summer 2025

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	~~Absci Corporation~~
Date: July 25, 2025		By:	/s/ Sean McClain
Date: August 12, 2025	By:		/s/ Shelby Walker
			Sean McClain
			Shelby Walker
			Founder and CEO
			Chief Legal Officer

Filing Compare · Absci Corp