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Absci (NASDAQ: ABSI) prices $100M underwritten equity deal to fund ABS-201

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Absci Corporation has priced an underwritten public offering of 13,495,277 shares of its common stock. The shares are being sold at $7.41 per share, for expected gross proceeds of about $100 million and estimated net proceeds of approximately $93.5 million after fees and expenses.

All shares are being sold by Absci under an effective shelf registration statement on Form S-3. The company plans to use the net proceeds primarily to advance ABS-201, its AI-designed anti-PRLR antibody program for androgenetic alopecia and endometriosis, and for working capital and general corporate purposes.

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Insights

Absci raises ~$100M in primary equity to fund ABS-201.

Absci is conducting a primary underwritten equity offering of 13,495,277 common shares at $7.41 per share, targeting gross proceeds of about $100 million. All shares are issued by the company, so this is a direct capital raise rather than a shareholder sell-down.

The company estimates net proceeds of roughly $93.5 million, earmarked mainly for its ABS-201 anti-PRLR antibody program in androgenetic alopecia and endometriosis, with the balance for working capital and general corporate purposes. The deal is executed off an effective shelf registration on Form S-3.

Strategic and institutional participation, including Eli Lilly & Company and several named investment firms, suggests external interest in the ABS-201 program. Actual impact on valuation will depend on clinical progress, regulatory outcomes, and how efficiently this new capital is deployed in upcoming development stages.

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, and exhibit attachments filed with this report.
Shares offered 13,495,277 shares Common stock in underwritten offering
Offering price $7.41 per share Public offering price to purchasers
Gross proceeds $100 million Expected gross proceeds before fees
Net proceeds $93.5 million Estimated net after underwriting and expenses
Par value $0.0001 per share Common stock par value
Shelf registration file number 333-289541 Form S-3 used for offering
Expected closing date June 25, 2026 Planned closing of offering, subject to conditions
underwritten offering financial
"Absci Corporation ... announced the pricing of an underwritten offering of 13,495,277 shares"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
shelf registration statement on Form S-3 regulatory
"The offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-289541)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
generative AI technical
"a clinical-stage biopharmaceutical company advancing breakthrough therapeutics designed with generative AI"
Generative AI is a type of computer technology that can create new content, like text, images, or music, on its own. It’s important because it can produce realistic and useful material quickly, which could change how we create art, write stories, or even develop new products. Think of it as a smart robot that can invent and produce things almost like a human.
androgenetic alopecia medical
"ABS-201, the Company’s AI-designed anti-PRLR antibody product candidate, across androgenetic alopecia (pattern hair loss)"
Androgenetic alopecia is a common form of hair loss characterized by gradual thinning and receding of hair, often following a predictable pattern. It results from a combination of genetic factors and hormone influences, similar to how certain plants are more susceptible to environmental stress. For investors, understanding trends in health and wellness, including conditions like this, can highlight shifts in consumer demand for related products and treatments.
endometriosis medical
"ABS-201 is also being investigated as a potential “best-in-class” therapeutic for endometriosis"
Endometriosis is a chronic condition where tissue similar to the lining of the uterus grows outside the uterus, often causing pain and fertility problems. It can impact a person's health and quality of life, potentially leading to increased healthcare costs and affecting workforce productivity. For investors, understanding conditions like endometriosis highlights the importance of healthcare innovations and markets related to women's health.
anti-PRLR antibody medical
"ABS-201, the Company’s AI-designed anti-PRLR antibody product candidate"
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Learn about SEC filing dates
Absci Corp false 0001672688 0001672688 2026-06-24 2026-06-24
 
 

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): June 24, 2026

 

 

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 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

Exhibit 99.1

Absci Announces Pricing of $100 Million Underwritten Offering with Leading Strategic and Financial Investors

Eli Lilly & Company, Adage, BVF Partners, Columbia Threadneedle, Invus, Redmile, and large investment management firm invest $100 million in Absci

Proceeds from offering to support continued advancement of ABS-201TM across androgenetic alopecia and endometriosis

VANCOUVER, Wash. and NEW YORK, June 24, 2026 — Absci Corporation (Nasdaq: ABSI), a clinical-stage biopharmaceutical company advancing breakthrough therapeutics designed with generative AI, today announced the pricing of an underwritten offering of 13,495,277 shares of its common stock at a price of $7.41 per share, before deducting underwriting discounts and commissions.

The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $100 million. All of the shares in the offering are to be sold by Absci.

Absci intends to use the net proceeds from the offering to fund the advancement of ABS-201, Absci’s AI-designed anti-PRLR antibody program across androgenetic alopecia (pattern hair loss) and endometriosis, and for working capital and other general corporate purposes.

Jefferies, J.P. Morgan, TD Cowen, and Guggenheim Securities are acting as joint book-running managers for the offering. The offering is expected to close on or about June 25, 2026, subject to the satisfaction of customary closing conditions. The financing includes participation from Eli Lilly & Company alongside leading financial institutions including Adage, BVF Partners, Columbia Threadneedle, Invus, Redmile, and a large investment management firm.

The shares of common stock are being offered by Absci pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289541) that was previously filed with the U.S. Securities and Exchange Commission (SEC) on August 12, 2025 and became effective on August 22, 2025. The prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may 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, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (833) 297-2926, or by email at TD.ECM_Prospectus@tdsecurities.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or by accessing the SEC’s website at www.sec.gov.


This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 any such state or jurisdiction.

About Absci

Absci is advancing the future of drug discovery with generative design to create better biologics for patients, faster. Our Integrated Drug Creation platform combines cutting-edge AI models with a synthetic biology data engine, enabling the rapid design of innovative therapeutics that address challenging therapeutic targets. Absci’s approach leverages a continuous feedback loop between advanced AI algorithms and wet lab validation. Each cycle refines our data and strengthens our models, facilitating rapid innovation and enhancing the precision of our therapeutic designs. Alongside collaborations with top pharmaceutical, biotech, tech, and academic leaders, Absci is advancing its own pipeline of AI designed therapeutics including ABS-201, a groundbreaking innovation in hair regrowth with the potential to redefine treatment possibilities for androgenetic alopecia, commonly known as male and female pattern hair-loss. ABS-201 is also being investigated as a potential “best-in-class” therapeutic for endometriosis, a condition with significant unmet medical need and market potential.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, express or implied statements regarding any or all of the following: market conditions and the satisfaction of customary closing conditions related to the offering and the intended use of proceeds from the offering, among others. Risks that contribute to the uncertain nature of the express or implied forward-looking statements in this press release include, without limitation, the risks and uncertainties inherent in biopharmaceutical development, including initiating, enrolling and conducting clinical trials; obtaining regulatory approval; protecting intellectual property; raising sufficient capital to support such efforts; and the risk that the costs to support such efforts may be higher than anticipated; as well as those risks and uncertainties discussed under the heading “Risk Factors” in Absci’s most recent quarterly report on Form 10-Q and in any other subsequent filings made by Absci with the U.S. Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Absci disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.


Investor Contact

Alexander D.H. Khan

Corporate Vice President

Head of Investor Relations

investors@absci.com

Media Contact

press@absci.com

FAQ

What equity financing did Absci (ABSI) announce in this 8-K?

Absci announced an underwritten public offering of 13,495,277 shares of common stock. The shares are priced at $7.41 each, with all shares being newly issued by Absci rather than existing shareholders, making this a primary capital raise for the company.

How much money will Absci (ABSI) raise from this stock offering?

The offering is expected to generate gross proceeds of about $100 million. After underwriting discounts, commissions, and estimated expenses, Absci estimates net proceeds of approximately $93.5 million to support its pipeline and general corporate needs.

What is the offering price and structure of Absci’s new shares?

Absci is selling 13,495,277 common shares at an offering price of $7.41 per share. The transaction is a fully underwritten public offering executed under an effective Form S-3 shelf registration, with Jefferies, J.P. Morgan, TD Cowen, and Guggenheim acting as joint bookrunners.

How does Absci plan to use the proceeds from the offering?

Absci intends to use the net proceeds primarily to advance ABS-201, its AI-designed anti-PRLR antibody program for androgenetic alopecia and endometriosis. Remaining funds are allocated to working capital and other general corporate purposes to support ongoing operations and development.

Which investors are participating in Absci’s $100 million offering?

Participants include Eli Lilly & Company and leading financial investors such as Adage, BVF Partners, Columbia Threadneedle, Invus, Redmile, and a large investment management firm. Their participation reflects external interest in Absci’s ABS-201 program and broader AI-driven drug discovery platform.

Under what registration does Absci’s stock offering take place?

The shares are offered under an effective shelf registration statement on Form S-3, File No. 333-289541. This registration was filed with the SEC on August 12, 2025 and declared effective on August 22, 2025, enabling Absci to conduct this underwritten offering.

Filing Exhibits & Attachments

6 documents