[8-K] Absci Corporation Reports Material Event

Rhea-AI Filing Summary

Absci Corporation (NASDAQ: ABSI) filed an 8-K announcing the appointment of Mary Szela, current CEO, President and Director of Trisalus Life Sciences, to Absci’s Board of Directors effective July 7, 2025. Her addition expands the Board from six to seven members and creates a third Class III seat, with a term expiring at the 2027 annual meeting.

Under the company’s Non-Employee Director Compensation Policy, Ms. Szela will receive an initial stock option for 178,400 shares of common stock, priced at the NASDAQ closing price on the grant date. The option vests in equal monthly installments over three years and accelerates to full vesting upon a defined “Sale Event.” She will also earn a standard $40,000 annual cash retainer.

The filing confirms there are no related-party transactions, family relationships, or special arrangements tied to her selection, and Ms. Szela will sign Absci’s standard indemnification agreement. Other than this governance change, the 8-K contains no financial results or strategic transaction disclosures.

Positive

• Addition of experienced life-sciences CEO may enhance strategic oversight and industry connections.
• Equity grant vests over three years, promoting long-term alignment with shareholder value.

Negative

• Incremental share dilution from the 178,400-share option grant, though quantitatively small.

Insights

Corporate Governance Expert

TL;DR: Board expanded to 7; biotech veteran joins; routine equity grant; immaterial but slightly positive for governance.

The move modestly strengthens Absci’s governance by adding an external life-sciences operator with CEO experience. Equity compensation aligns Ms. Szela with shareholders through a time-based vesting schedule and a change-of-control accelerator, standards consistent with peer practices. Because the grant represents less than 1% of shares outstanding, dilution risk is minimal. No red flags under Item 404 or family relations. Overall impact is incremental and governance-focused rather than financial.

Biotechnology Industry Analyst

TL;DR: Appointment adds clinical-stage leadership expertise; strategic implications limited near term.

Szela’s background at Trisalus (oncology delivery platforms) complements Absci’s AI-driven protein discovery model and may broaden industry networks. However, without accompanying partnership or R&D update, immediate operational impact is muted. Investors may view the appointment as a signal of a maturing board but should not expect short-term revenue or pipeline changes solely from this governance tweak.

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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): July 7, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 7, 2025, the Board of Directors (the “Board”) of Absci Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mary Szela to the Board effective July 7, 2025. Simultaneously with the effectiveness of Ms. Szela's appointment, the size of the Board will be fixed at seven directors and a third director position will be added among the Class III directors. Ms. Szela will serve as a Class III director of the Company, to hold office until the Company’s 2027 annual meeting of stockholders or until her earlier resignation, death, or removal. Ms. Szela currently serves as CEO, President and Director of Trisalus Life Sciences.

Pursuant to the Company’s Non-Employee Director Compensation Policy (as amended, the “Policy”), the Board approved granting Ms. Szela, as of July 7, 2025 (the “Grant Date”), an initial option to purchase 178,400 shares of the Company’s common stock at an exercise price per share equal to the closing market price on the NASDAQ Global Select Market of the Company’s common stock on the Grant Date (the “Option Grant”). The Option Grant will vest in equal monthly installments over three (3) years from the date of grant, provided, however that all vesting shall cease if Ms. Szela resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The Option Grant shall become fully vested and exercisable upon a “Sale Event” (as such term is defined in the Company’s 2021 Stock Option and Incentive Plan). Ms. Szela will also receive an annual $40,000 cash retainer for her services on the Board, pursuant to the Policy.

Ms. Szela will enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on July 20, 2021. There are no arrangements or understandings between Ms. Szela and any other person pursuant to which Ms. Szela was appointed as a member of the Board. There are no family relationships between Ms. Szela, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no transactions or relationships between the Company and Ms. Szela that are reportable pursuant to Item 404(a) of Regulation S-K.

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 8, 2025			By:			/s/ Sean McClain
						Sean McClain
						Founder & CEO

FAQ

Who was appointed to Absci's Board of Directors in July 2025?

Mary Szela, CEO of Trisalus Life Sciences, was appointed effective July 7, 2025.

How many shares are included in Mary Szela's initial option grant from ABSI?

She received an option to purchase 178,400 shares of Absci common stock.

When will Mary Szela's board term at Absci expire?

Her term runs until Absci’s 2027 annual meeting of stockholders.

What cash compensation will the new director receive from ABSI?

Ms. Szela is entitled to a $40,000 annual cash retainer under the director compensation policy.

Does the 8-K disclose any related-party transactions involving Mary Szela and Absci?

No. The filing states there are no reportable transactions or family relationships under Item 404(a).