Absci finalizes milestone payouts: $8.7M to ABSI, $7.6M to holders

Absci Corporation entered into a Letter Agreement with SBGH, LLC that amends the 2021 Totient merger terms and sets a final distribution of milestone consideration.

Rhea-AI Filing Summary

Absci Corporation entered into a Letter Agreement with SBGH, LLC that amends the 2021 Totient merger terms and sets a final distribution of milestone consideration. The agreement provides that certain former Totient stockholders will receive approximately $7.6 million, and Absci will receive approximately $8.7 million, in full satisfaction of all potential milestone payments under the merger agreement.

The Letter Agreement, dated October 31, 2025, is filed as an exhibit, with certain portions redacted as immaterial and confidential.

Insights

Corporate finance and M&A analyst

Absci settles Totient milestones, with a stated cash receipt.

Absci executed a Letter Agreement with SBGH to finalize Totient merger milestones. The agreement states a final distribution: former Totient holders receive $7.6 million, while Absci receives $8.7 million, resolving all potential milestone payments tied to the 2021 deal.

Practically, this closes contingent consideration under the prior merger framework and clarifies payment obligations. The filing frames this as “in full satisfaction,” which reduces uncertainty around future milestone claims.

Impact depends on cash settlement mechanics and timing as disclosed in the exhibit. Subsequent filings may provide additional detail on recognition and cash flow presentation related to this October 31, 2025 agreement.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did ABSI announce in this 8-K?

Absci executed a Letter Agreement with SBGH to set a final distribution of milestone consideration related to the 2021 Totient merger, fully satisfying potential milestone payments.

How much will Absci (ABSI) receive under the agreement?

Absci will receive approximately $8.7 million of milestone consideration.

How much will former Totient stockholders receive?

Certain former Totient stockholders will receive approximately $7.6 million in aggregate milestone consideration.

Does this resolve all Totient milestone obligations for ABSI?

Yes. The distribution is stated to be in full satisfaction of all potential milestone payments under the merger agreement.

Who is SBGH in the ABSI agreement?

SBGH, LLC is the sellers’ representative under the Totient merger agreement and a party to the Letter Agreement with Absci.

Is the agreement available to review?

Yes. The Letter Agreement dated October 31, 2025 is filed as Exhibit 10.1, with certain immaterial, confidential portions redacted.

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

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Accepted by SEC EDGAR 11/04/2025 - 04:33 PM Learn about SEC filing dates

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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): October 31, 2025

ABSCI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40646

85-3383487

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification 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			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value per share			ABSI			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 1.01. Entry into a Material Definitive Agreement.

On October 31, 2025, Absci Corporation (the “Company”) executed a Letter Agreement (the “Letter Agreement”) with SBGH, LLC (“SBGH”), which supplements and amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 4, 2021, by and among the Company, Target Discovery Merger Sub I, Inc., Target Discovery Merger Sub II, LLC, Totient, Inc., a Delaware corporation (“Totient”), and the stockholders named therein.

Pursuant to the terms of the Letter Agreement, the Company and SBGH, as representative of the sellers under the Merger Agreement, agreed, among other things, to a final distribution of the Milestone Consideration (as defined in the Merger Agreement), in full satisfaction of all potential milestone payments due under the Merger Agreement, such that (i) certain former stockholders of Totient will receive approximately $7.6 million of aggregate Milestone Consideration to be distributed as set forth in the Letter Agreement, and (ii) the Company will receive approximately $8.7 million of Milestone Consideration.

The Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Letter Agreement is qualified in its entirety by reference to such exhibit.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

10.1#     Letter Agreement dated October 31, 2025.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

#    Portions of this exhibit have been redacted because they are both (i) not material and (ii) the type of information that the Company treats as private or confidential

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: November 4, 2025			By:			/s/ Sean McClain
						Sean McClain
						Founder & CEO