Absci (NASDAQ: ABSI) taps new CMO as innovation chief retires to advisory role
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Absci Corporation updated its governance and leadership structure. The board approved amended and restated indemnification agreements for all current directors and officers, adding more detailed change-in-control definitions, a presumption of good faith for officer indemnitees, coverage for separate counsel after a change in control, and an exclusion for incentive- and equity-based compensation subject to Rule 10D-1 clawbacks.
Chief Innovation Officer Andreas Busch, Ph.D. will retire effective March 31, 2026, then serve as a scientific advisor for two years starting April 3, 2026. Under an Advisor Agreement, he will receive a $25,500 annual cash retainer and equity awards of stock options for 22,800 shares and 5,800 restricted stock units. The company extended the exercise period on 2,489,290 vested stock options he holds, generally until three months after his advisory service ends or their original expiration, with specific provisions for cause, death, or disability; all unvested options at retirement will lapse.
Absci also announced the appointment of Ransi Somaratne, M.D., a veteran clinical development leader, as Chief Medical Officer to lead clinical strategy for its AI-designed therapeutics pipeline, including the ABS-201 program.
Positive
- None.
Negative
- None.
Insights
Absci refreshes indemnification terms while managing a planned transition in R&D leadership.
The updated indemnification agreements align protections for directors and officers with current regulatory expectations. Added specificity around change in control, a presumption of good faith, and explicit Rule 10D-1 clawback exclusions clarify how legal and compensation risks are shared between individuals and the company.
On the R&D side, the planned retirement of Chief Innovation Officer Andreas Busch, Ph.D., is partially offset by his new role as scientific advisor and extended option exercise periods on 2,489,290 vested options, which keeps his incentives tied to long-term outcomes. Appointing experienced clinical leader Ransi Somaratne, M.D., as Chief Medical Officer supports execution of Absci’s clinical-stage, AI-designed therapeutics pipeline, including the ABS-201 program, though actual impact will depend on future clinical and business milestones.
8-K Event Classification
4 items: 1.01, 5.02, 7.01, 9.01
4 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): March 3, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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 March 6, 2026 the Board of Directors of Absci Corporation (the “Company”) approved amended and restated forms of director and officer indemnification agreements (the “A&R Form Indemnification Agreements”) to be entered into by the Company and each of its current directors and officers (which form the Company expects to enter into with future directors and officers) (each, an “Indemnitee” and, collectively, the “Indemnitees”) in accordance with the General Corporation Law of the State of Delaware. The A&R Form Indemnification Agreements will supersede and replace the previously adopted forms of director and officer indemnification agreements.
The A&R Form Indemnification Agreements incorporate the following changes, among others, to the previously adopted form agreements used by the Company: revised the “change in control” provision to provide additional specificity around changes in board composition that constitute a change in control; revised to cover the expenses of an officer Indemnitee’s separate counsel in the event of a change in control; added an express presumption of good faith on the part of an officer Indemnitee, which anyone seeking to overcome shall have the burden of proof and persuasion to overcome; and provided that the Company will not be obligated to indemnify an officer Indemnitee for incentive-based or equity-based compensation under Rule 10D-1 of the Securities Exchange Act of 1934, as amended.
The foregoing summary and description of the provisions of the A&R Form Indemnification Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the A&R Form Indemnification Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 3, 2026 (the “Retirement Date”), the Company announced that Andreas Busch, Ph.D., the Company’s Chief Innovation Officer, and an employee of the Company’s wholly-owned subsidiary Absci GmbH, has informed the Company of his decision to retire, effective March 31, 2026. Dr. Busch will continue to provide services to the Company as a scientific advisor beginning on April 3, 2026 (the “Advisory Effective Date”). Dr. Busch’s resignation was not the result of any disagreement with the operations, policies or practices of the Company.
In connection with Dr. Busch’s continued services to the Company as a scientific advisor, the Company entered into an Advisor Agreement with Dr. Busch (the “Advisor Agreement”), pursuant to which Dr. Busch will provide the Company with advisory services for a term of two years beginning on the Advisory Effective Date (the “Advisory Term”) (unless terminated earlier pursuant to the terms of the Advisor Agreement). Dr. Busch will receive cash compensation in the form of an annual retainer in the amount of U.S. $25,500, payable quarterly in arrears and prorated for any partial calendar quarter of services provided under the Advisor Agreement unless otherwise agreed by the parties. Dr. Busch will also be granted stock options for 22,800 shares and 5,800 restricted stock units under the Company's 2021 Stock Option and Incentive Plan (the "Plan") for services under the Advisor agreement. Additionally, in connection with Dr. Busch’s execution of the Advisor Agreement, the Compensation Committee of the Company’s Board of Directors approved the amendment of the terms of an aggregate of 2,489,290 stock options held by Dr. Busch that were granted under the Company’s Plan and vested as of the Retirement Date (the “Vested Options”) to extend the period of time during which Dr. Busch may exercise each of the Vested Options until the earlier of: (i) three (3) months following the date of termination of the Advisor Agreement (the “Service Termination Date”); provided, that if such termination is due to cause then the Vested Options shall immediately terminate in their entirety and if such termination is due to Dr. Busch’s death or disability, then the three (3) months shall be extended to twelve (12) months following the Service Termination Date and (ii) the original expiration date applicable for each such Vested Option. All of the stock options held by Dr. Busch as of the Retirement Date that remained unvested as of such date will terminate and will no longer be exercisable.
On March 6, 2026, each of the Company’s current directors and officers entered into an A&R Form Indemnification Agreement with the Company. The information regarding the A&R Form Indemnification Agreements set forth in Item 1.01 above is incorporated in this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosures.
On March 3, 2026, the Company issued a press release announcing Dr. Busch’s retirement and the appointment of Ransi Somaratne, M.D., as the Company’s Chief Medical Officer, effective as of March 3, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||||||||
| 10.1 | Form of Director Indemnification Agreement, as adopted on March 6, 2026 | ||||||||||
| 10.2 | Form of Officer Indemnification Agreement, as adopted on March 6, 2026 | ||||||||||
| 99.1 | Press release, dated March 3, 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: March 6, 2026 | By: | /s/ Shelby Walker | ||||||
| Shelby Walker | ||||||||
| Chief Legal Officer | ||||||||
Exhibit 99.1
Absci Strengthens Clinical Leadership with Appointment of
Ransi Somaratne, M.D., FACC, MBA as Chief Medical Officer
Former Vertex executive to spearhead the clinical development of Absci’s expanding AI-designed therapeutics pipeline
Chief Innovation Officer Andreas Busch to retire March 31, 2026 and will continue to co-chair Absci’s Scientific Advisory Board
VANCOUVER, Wash. and NEW YORK, March 3, 2026 (GLOBE NEWSWIRE) -- Absci Corporation (Nasdaq: ABSI), a clinical-stage biopharmaceutical company advancing breakthrough therapeutics designed with generative AI, today announced the appointment of Ransi Somaratne, M.D., FACC, MBA as Chief Medical Officer. Dr. Somaratne will spearhead the clinical development strategy and execution for Absci’s expanding pipeline of AI-designed therapeutics.
Dr. Somaratne is a physician-scientist and seasoned biopharmaceutical executive who joins Absci from Vertex Pharmaceuticals, where he served as Senior Vice President of Clinical Development. He previously held various scientific leadership roles at BioMarin Pharmaceutical and Amgen.
“Ransi is a proven clinical leader, and we’re excited to have him join Absci at a moment when our AI-designed pipeline is rapidly advancing through clinical development,” said Sean McClain, Founder & CEO of Absci. “His wealth of experience will enhance our clinical development strategy and execution capabilities as we advance multiple programs, including our flagship ABS-201 program toward clinical proof of concept.”
A cardiologist and internist by training, Dr. Somaratne’s career is defined by work on multiple pioneering clinical development programs, including the Hemophilia A gene therapy RoctavianⓇ, the development and global approvals of a PCSK9 inhibitor RepathaⓇ, and the development and approval of JournavxⓇ, the first NaV1.8 inhibitor approved for moderate to severe acute pain. He earned his Doctor of Medicine (MD) degree from Albany Medical College in Albany, NY, and also holds a Masters in Business Administration (MBA) from the University of North Carolina at Chapel Hill. He has co-authored over 30 papers in peer-reviewed medical journals, including the New England Journal of Medicine and the Journal of the American Medical Association.
“I am excited to join Absci at such a pivotal moment, when the AI Drug Creation Engine has already yielded multiple clinical-stage programs,” said Ransi Somaratne. “I look forward to advancing the development of a truly innovative pipeline of therapeutics with the potential to transform the the lives of patients with significant unmet clinical need.”
Alongside Dr. Somaratne’s appointment, Absci announced the retirement of Professor Andreas Busch, Ph.D.. As Chief Innovation Officer, Professor Busch was a driving force in building Absci’s AI-designed therapeutics pipeline, most notably in the discovery and development of ABS-201. Professor Busch will transition from his executive duties on March 31, 2026 to co-chair Absci’s Scientific Advisory Board, where he will continue to provide scientific and strategic advice and oversight to the company.
“We are deeply grateful to Andreas for his immense contributions and leadership during a foundational period for Absci,” said Sean McClain, Founder and CEO. “His vision was the catalyst for our ABS-201
Exhibit 99.1
program. He leaves behind a legacy of innovation that will continue to guide our mission as we advance these potentially life-changing therapies through the clinic”.
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. Absci is headquartered in Vancouver, WA, with an AI Research Lab in New York City, and Innovation Center in Switzerland. Learn more at www.absci.com or follow us on LinkedIn (@absci), X (@Abscibio) and YouTube.
Absci® standard character mark, ABS-201™, Headline™ and Integrated Drug Creation™ are trademarks and registered trademarks of Absci Corporation.
Media Contact:
press@absci.com
Investor Contact:
Alex Khan
Corporate Vice President, Head of Investor Relations
investors@absci.com
FAQ
What indemnification changes did Absci Corporation (ABSI) approve for directors and officers?
Absci approved amended and restated indemnification agreements that refine change-in-control definitions, allow officer indemnitees to have separate counsel after a change in control, add a presumption of good faith, and exclude indemnification for incentive- and equity-based pay subject to Rule 10D-1 clawbacks.
When is Absci’s Chief Innovation Officer Andreas Busch retiring and what will his new role be?
Andreas Busch, Ph.D., will retire as Chief Innovation Officer effective March 31, 2026. Beginning April 3, 2026, he will serve for two years as a scientific advisor under an Advisor Agreement, continuing to support Absci’s AI-designed therapeutics pipeline and strategic scientific direction.
What compensation will Andreas Busch receive under his Advisor Agreement with Absci (ABSI)?
Under the Advisor Agreement, Andreas Busch will receive a U.S. $25,500 annual cash retainer, payable quarterly in arrears, plus stock options for 22,800 shares and 5,800 restricted stock units granted under Absci’s 2021 Stock Option and Incentive Plan for his ongoing advisory services.
How did Absci modify Andreas Busch’s existing stock options in connection with his retirement?
Absci extended the exercise period for 2,489,290 vested stock options held by Andreas Busch. They remain exercisable until the earlier of three months after his advisory agreement ends, adjusted for cause, death, or disability, or their original expiration date, while all unvested options at retirement will be forfeited.
Who is Absci’s new Chief Medical Officer and what will this role focus on?
Absci appointed Ransi Somaratne, M.D., as Chief Medical Officer. He will lead clinical development strategy and execution for Absci’s AI-designed therapeutics pipeline, including advancing the ABS-201 program toward clinical proof of concept and supporting multiple clinical-stage programs generated by the company’s AI Drug Creation Engine.
What are Absci Corporation’s (ABSI) key therapeutic programs mentioned in this disclosure?
The disclosure highlights ABS-201, described as a groundbreaking hair regrowth innovation for androgenetic alopecia and a potential best-in-class therapy for endometriosis. These programs come from Absci’s AI-designed therapeutics pipeline, developed using its Integrated Drug Creation platform and generative AI models.