0001703057falseVancouverBC00017030572025-11-102025-11-10
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): November 10, 2025
__________________________________________
AbCellera Biologics Inc.
(Exact name of registrant as specified in its charter)
__________________________________________
| | | | | | | | |
| British Columbia | 001-39781 | Not Applicable |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| | | | | |
150 W 4th Avenue Vancouver, BC | V5Y 1G6 |
| (Address of registrant’s principal executive office) | (Zip code) |
(604) 559-9005
(Registrant’s telephone number, including area code)
(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:
| | | | | | | | |
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | 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 |
| Common shares | ABCL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On November 10, 2025, the Board of Directors (the "Board") of AbCellera Biologics Inc. (the "Company") appointed Stephen Quake, D.Phil. as a new director, effective immediately. Dr. Quake will serve until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier resignation or removal.
The Board has affirmatively determined that Dr. Quake is independent under the rules of The NASDAQ Stock Market LLC and the Company’s Corporate Governance Guidelines. Dr. Quake has been appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
In connection with Dr. Quake’s service as a director, he will participate in the Company's Non-Employee Director Compensation Policy on the same terms as the Company’s other non-employee directors, as previously disclosed in the Company's Definitive Proxy on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025.
Dr. Quake has no direct or indirect material interest in any transaction pursuant to Item 404(a) of Regulation S-K.
Director Resignation
On November 10, 2025, Andrew Lo, Ph.D. resigned from the Board, effective immediately. Dr. Lo’s resignation was not the result of any disagreement with the Company. Dr. Lo joined the Board in December 2021 and served on the Audit and Nominating and Corporate Governance Committees. The Board would like to thank Dr. Lo for his leadership and service to the Company.
A copy of the press release is attached hereto 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 |
| 99.1 | | Press Release issued by AbCellera Biologics Inc. on November 10, 2025. |
| 104 | | Cover Page Interactive Data File (embedded as Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| Date: November 12, 2025 | ABCELLERA BIOLOGICS INC. |
| | | |
| By: | /s/ Carl L. G. Hansen |
| | Carl L. G. Hansen, Ph.D. |
| | Chief Executive Officer and Director (Principal Executive Officer) |
