[8-K] Absci Corporation Reports Material Event

Rhea-AI Filing Summary

Meritage Homes (MTH) Q2-25 10-Q highlights

• Revenue: $1.624 bn, -4% YoY; home-closing revenue $1.616 bn (-5%).
• Gross profit: $341 m vs $440 m; home-closing gross margin down to 21.1% from 25.9%.
• Net earnings: $146.9 m, -37%; Diluted EPS: $2.04 vs $3.15.
• Six-month results: Revenue $2.982 bn (-6%); Net earnings $269.7 m (-35%).
• Cash & equivalents: $930 m (↑43% YTD) after $500 m 5.65% senior notes due 2035; Total debt: $1.802 bn vs $1.307 bn; no revolver borrowings.
• Operating cash flow: -$28.9 m; inventory investment ↑$224.6 m.
• Equity: $5.269 bn; buybacks $90 m (674k shares) & dividends $61 m in 1H-25.
• Backlog/communities: 312 active communities; base prices $170k-$1.04 m.
• Tax rate: 23.9% vs 22.1%, reflecting tougher §45L energy-credit standards.
• Covenants: leverage ratio <60% and min tangible net worth $3.3 bn; in compliance.

Overall, softer demand and mix pressure reduced margins and earnings, while balance-sheet liquidity remains strong but leverage has increased due to new long-term debt.

Positive

• $930 m cash and $815 m unused revolver provide strong liquidity buffer.
• 5.65% 2035 note issuance extends maturity profile and avoids near-term refinancing risk.
• Ongoing shareholder returns: $61 m dividends and $90 m buybacks in 1H-25.

Negative

• Net earnings down 37% and EPS down 35% YoY indicate demand/margin pressure.
• Gross margin compressed 480 bp to 21.1%, eroding profitability.
• Operating cash flow negative $28.9 m due to inventory build.
• Total debt up 38% to $1.8 bn; leverage trend worsening.

Insights

Financial Analyst

TL;DR weaker margins cut EPS 37%, but cash surge from 2035 notes keeps liquidity high; leverage and inventory build merit caution.

Revenue contraction and a 480 bp margin squeeze drove a steep earnings decline. 1H operating cash burn underscores slower sales velocity amid elevated inventory. Management tapped credit markets at 5.65%, lifting total debt to 0.9× equity—still modest but climbing. Solid $815 m revolver availability and $930 m cash offer flexibility for land spend or continued buybacks. Sharper focus on pace-to-price strategy and potential cost resets will be key to restoring double-digit ROE.

Portfolio Manager

TL;DR fundamentals soft, yet liquidity abundant; stockholder returns continue, but higher leverage raises risk if housing slows further.

MTH’s 2-for-1 split, elevated dividend (+15% YoY) and $90 m repurchases show confidence, yet declining earnings signal late-cycle moderation. Cash build is debt-funded; absent volume rebound, leverage may pressure valuation. Credit covenants headroom is ample, but 5.65% coupon locks in higher interest burden. I view filing as broadly neutral: no guidance change, but trajectory leans negative unless order trends improve in H2.

Absci Corp false 0001672688 0001672688 2025-07-25 2025-07-25

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): July 25, 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 July 24, 2025, Absci Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and TD Securities (USA) LLC (the “Underwriters”), relating to the issuance and sale of an aggregate of 16,670,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Underwriters (the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 2,500,500 additional shares (the “Option Shares” and together with the Underwritten Shares, the “Shares”) of Common Stock.

The Shares will be sold to the purchasers at a public offering price of $3.00 per share.

The offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-267043) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on August 24, 2022, and declared effective by the SEC on September 2, 2022, and a related prospectus supplement. The Company expects the offering to close on July 28, 2025.

The Company estimates that the net proceeds from the Offering will be approximately $46.7 million, or approximately $53.7 million if the Underwriters exercise in full their option to purchase the Option Shares, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this offering to fund the development of its internal asset programs, continued investment in its Integrated Drug Creation platform, 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 July 24, 2025, the Company issued a press release announcing the launch of the Offering and a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement dated July 24, 2025.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (contained in Exhibit 5.1).
99.1		Launch Press Release dated July 24, 2025.
99.2		Pricing Press Release dated July 24, 2025.
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: July 25, 2025				By:		/s/ Sean McClain
						Sean McClain
						Founder and CEO

FAQ

What was Meritage Homes (MTH) Q2 2025 revenue?

The company reported $1.624 billion in total closing revenue for Q2 2025.

How did MTH's earnings per share change year-over-year?

Diluted EPS fell to $2.04 from $3.15, a 35% decline.

What is Meritage Homes’ current cash balance?

Cash and cash equivalents stood at $930 million as of 30 June 2025.

Did Meritage use its revolver during the quarter?

No. The $910 m facility had $0 outstanding and $95 m letters of credit, leaving $815 m available.

How much new debt did MTH issue in 2025?

In March 2025, the company issued $500 m of 5.65% senior notes due 2035.