AbCellera prices $200M share and warrant offering

Rhea-AI Filing Summary

AbCellera Biologics Inc. entered into an underwriting agreement for an underwritten public offering of 17,435,897 common shares at $9.75 per share and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 3,076,926 common shares at $9.74999 per warrant.

All securities are being sold by AbCellera, with expected gross proceeds of $200.0 million and estimated net proceeds of approximately $187.0 million. Each pre-funded warrant is immediately exercisable for one common share at an exercise price of $0.00001 per share and is subject to a 4.99% beneficial ownership cap, adjustable up to 19.99% with 61 days’ notice. The offering, made under a shelf registration statement on Form S-3ASR, is expected to close on or about August 14, 2026, and AbCellera has agreed to a 60-day lock-up on additional share sales, subject to exceptions.

Filing Explained

The agreed offering is still pending closing and, if completed, would dilute existing ownership while funding AbCellera’s pipeline and general corporate needs.

AbCellera has signed the underwriting agreement, but the offering remains pending closing, expected on August 14, 2026, subject to customary conditions; if completed, its share issuance and warrant conversion would increase total shares and reduce existing holders’ percentage ownership.

The company intends to use expected net proceeds of $187.0 million for continued internal-pipeline research, development and clinical advancement, including ABCL635, plus working capital and other general corporate purposes.

Because this is an underwritten offering, investment banks buy the securities from the issuer for resale; underwriting discounts and commissions, along with expenses, leave net proceeds below the $200.0 million expected gross amount.

The next stated milestone is the expected closing on August 14, 2026; the filing separately states that the pre-funded warrants become exercisable after issuance, so completion and any warrant exercise are distinct steps.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 17,435,897 shares Pre-funded warrants offered: 3,076,926 warrants Public offering price per share: $9.75 per share +5 more

8 metrics

Common shares offered 17,435,897 shares Underwritten public offering of common shares at $9.75 per share

Pre-funded warrants offered 3,076,926 warrants Pre-funded warrants to purchase common shares at $9.74999 per warrant

Public offering price per share $9.75 per share Price to the public for each common share in the offering

Pre-funded warrant price $9.74999 per warrant Represents share price less $0.00001 exercise price

Gross proceeds $200.0 million Expected gross proceeds before underwriting discounts and expenses

Estimated net proceeds $187.0 million Net proceeds after underwriting discounts, commissions, and estimated expenses

Warrant exercise price $0.00001 per share Exercise price for each common share under the pre-funded warrants

Beneficial ownership cap 4.99%, adjustable to 19.99% Maximum beneficial ownership allowed upon warrant exercise with 61 days’ notice

Key Terms

Pre-Funded Warrant, shelf registration statement, cashless exercise, beneficial ownership, +2 more

6 terms

Pre-Funded Warrant financial

"in lieu of Shares to certain investors, pre-funded warrants to purchase up to 3,076,926 Common Shares"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

shelf registration statement regulatory

"The Shares and Pre-Funded Warrants will be issued pursuant to a shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

cashless exercise financial

"Common Shares may be issued through a cashless exercise, with the net number of Common Shares determined"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

beneficial ownership financial

"beneficially own in excess of 4.99% of the number of Common Shares issued and outstanding"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

underwritten public offering financial

"relating to an underwritten public offering of 17,435,897 shares of the Company’s common shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

lock-up period financial

"have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 60-day period"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is AbCellera (ABCL) offering in its August 2026 financing?

AbCellera is offering 17,435,897 common shares at $9.75 per share and pre-funded warrants to purchase up to 3,076,926 common shares at $9.74999 per warrant in an underwritten public offering.

How much capital will AbCellera (ABCL) raise from this offering?

AbCellera expects gross proceeds of about $200.0 million and estimated net proceeds of approximately $187.0 million, after underwriting discounts, commissions, and offering expenses, from the sale of its common shares and pre-funded warrants.

What are the key terms of AbCellera’s (ABCL) pre-funded warrants?

Each pre-funded warrant is immediately exercisable for one common share at an exercise price of $0.00001 per share and may be exercised at any time until fully exercised, including via cashless exercise according to a formula in the warrant.

Are there ownership limits on exercising AbCellera (ABCL) pre-funded warrants?

Yes. A holder generally cannot exercise pre-funded warrants if it would beneficially own more than 4.99% of outstanding common shares, adjustable up to 19.99% upon 61 days’ prior notice to AbCellera.

How will AbCellera (ABCL) use the net proceeds from this offering?

AbCellera intends to use net proceeds to fund research, development and clinical advancement of its internal pipeline, including lead program ABCL635, and for working capital and general corporate purposes, according to the company’s disclosure.

When is AbCellera’s (ABCL) August 2026 offering expected to close?

The offering is expected to close on August 14, 2026, subject to the satisfaction of customary closing conditions, with all common shares and pre-funded warrants being sold by AbCellera itself.

Is there a lock-up period related to AbCellera’s (ABCL) new offering?

AbCellera, its executive officers, and directors agreed not to offer, sell, or transfer common stock for 60 days following the underwriting agreement date, subject to certain exceptions described in that agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:33 PM Accepted by SEC EDGAR 08/13/2026 - 04:33 PM Learn about SEC filing dates

00-0000000 BC false 0001703057 0001703057 2026-08-12 2026-08-12

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): August 12, 2026

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 No.)

150 W 4th Avenue
Vancouver, BC		V5Y 1G6
(Address of principal executive offices)		(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:

☐ 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
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 (§ 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 1.01 Entry into a Material Definitive Agreement.

On August 12, 2026, AbCellera Biologics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and J.P. Morgan Securities LLC as the representatives of the several underwriters (the “Underwriters”) relating to an underwritten public offering of (a) 17,435,897 shares (the “Shares”) of the Company’s common shares, no par value per share (the “Common Shares”) at a price to the public of $9.75 per Share, and (b) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 3,076,926 Common Shares (the “Pre-Funded Warrants”, and such Common Shares issuable upon the exercise of the Pre-Funded Warrants, the “Warrant Shares”) at a price to the public of $9.74999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.00001 exercise price for each such Pre-Funded Warrant, in each case less underwriting discounts and commissions. All of the Shares and Pre-Funded Warrants are being sold by the Company.

The Company estimates that the net proceeds from the offering will be approximately $187.0 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Each Pre-Funded Warrant will be exercisable for one Common Share at an exercise price of $0.00001 per share, or alternatively, at the election of each holder, Common Shares may be issued through a cashless exercise, with the net number of Common Shares determined according to the formula set forth in each Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised. A holder (together with its affiliates and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) may not exercise any portion of the Pre-Funded Warrants if (i) immediately prior to exercise, the holder (together with its affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act), beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of Common Shares issued and outstanding without giving effect to any Warrant Shares, or (ii) immediately after exercise, the holder (together with its affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act), would beneficially own in excess of 4.99% of the number of Common Shares issued and outstanding after giving effect to the issuance of such Common Shares. Upon at least 61 days’ prior notice from the holder to the Company, the holder may decrease or increase the Maximum Percentage up to 19.99%.

The Shares and Pre-Funded Warrants will be issued pursuant to a shelf registration statement on Form S-3ASR (File No. 333-285367) that was filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 and automatically became effective upon filing. A final prospectus supplement relating to the offering was filed with the SEC on August 13, 2026. The closing of the offering is expected to take place on or about August 14, 2026, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. In addition, subject to certain exceptions, the Company and its executive officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 60-day period following the date of the Underwriting Agreement.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto, the form of Pre-Funded Warrant is attached as Exhibit 4.1 hereto, and each is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement and the terms of the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such respective exhibit. A copy of the legal opinion and consent of Blake, Cassels & Graydon LLP relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the offering is attached as Exhibit 5.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On August 12, 2026, the Company announced the pricing of the offering. A copy of the press release announcing the pricing of the offering is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated 12, 2026, by and between AbCellera Biologics Inc. and Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Blake, Cassels & Graydon LLP
23.1		Consent of Blake, Cassels & Graydon LLP (contained in Exhibit 5.1 above)
99.1		Press release issued by AbCellera Biologics Inc. on August 12, 2026
104		Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

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.

						ABCELLERA BIOLOGICS INC.
Date: August 13, 2026				By:		/s/ Carl L.G. Hansen, Ph.D.
						Carl L.G. Hansen, Ph.D. Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 99.1

AbCellera Announces Pricing of Oversubscribed $200 Million Public Offering of Common

Shares and Pre-Funded Warrants

August 12, 2026

VANCOUVER, British Columbia—AbCellera Biologics Inc. (Nasdaq: ABCL) (“AbCellera”) today announced the pricing of its oversubscribed underwritten public offering of 17,435,897 common shares at a price to the public of $9.75 per share and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 3,076,926 shares of its common shares at a price to the public of $9.74999 per pre-funded warrant, which represents the per share public offering price of each common share less the $0.00001 per share exercise price for each pre-funded warrant. The gross proceeds to AbCellera from the offering are expected to be approximately $200.0 million, before deducting underwriting discounts and commissions and estimated offering expenses. All of the common shares and pre-funded warrants are being sold by AbCellera. The offering is expected to close on August 14, 2026, subject to the satisfaction of customary conditions.

AbCellera intends to use the net proceeds from the offering to fund the continued research, development and clinical advancement of its internal pipeline, including its lead clinical program, ABCL635, as well as for working capital and other general corporate purposes.

Jefferies, J.P. Morgan, Cantor, UBS Investment Bank and BMO Capital Markets are acting as joint book-running managers for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3ASR (No. 333-285367) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2025 and automatically became effective upon filing. This offering is being made only by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement. A final prospectus supplement related to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and an accompanying prospectus related to the offering may also be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6^th Floor, New York, NY 10022, or by email at prospectus@cantor.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010, by email at ol-prospectus-request@ubs.com; or BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email at bmoprospectus@bmo.com

No securities are being offered or sold, directly or indirectly, in Canada or to any resident of Canada.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About AbCellera Biologics Inc.

AbCellera (Nasdaq: ABCL) is a clinical-stage biotechnology company focused on discovering and developing first-in-class antibody-based medicines in the areas of endocrinology, women’s health, immunology, oncology, and more.

AbCellera Forward-looking Statements

This document contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this document other than statements of historical fact are forward-looking statements, including statements regarding the size and expected proceeds from the offering, completion and timing of the public offering and the anticipated use of proceeds from the offering. In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties, other factors, and definition of our business metrics are described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the SEC from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this document represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

Inquiries

Media: Tiffany Chiu; media@abcellera.com, +1(236)521-6774

Partnering: Murray McCutcheon, Ph.D.; partnering@abcellera.com, +1(604)559-9005

Investor Relations: Peter Ahn; ir@abcellera.com, +1(778)729-9116

Source: AbCellera Biologics Inc.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 9.3 KB

Other Documents

• EX-1.1 EX-1.1 249.5 KB
• EX-4.1 EX-4.1 68.8 KB
• EX-5.1 EX-5.1 11.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB