OmniAb 8-K: Private Placement Agreement Signed, Closing Conditional

Rhea-AI Filing Summary

OmniAb, Inc. reported the execution of a Securities Purchase Agreement dated August 24, 2025 between the company and the purchasers party thereto and issued a related press release dated August 25, 2025. The filing notes the transaction is subject to customary closing conditions and highlights risks and uncertainties tied to market conditions and satisfaction of those conditions. The company includes a standard forward-looking statements caution and disclaims any obligation to update such statements. The filing is signed by Charles S. Berkman, Chief Legal Officer and Secretary.

Positive

• Executed a Securities Purchase Agreement dated August 24, 2025, indicating a material financing transaction is underway
• Issued a press release on August 25, 2025 to inform the market of the material event

Negative

• Transaction remains conditional — the filing states closing is subject to customary conditions and market-related risks
• No transaction economics disclosed in the provided text (no amounts, purchasers' identities, or timing), limiting clarity on financial impact

Insights

Financial Analyst

TL;DR: OmniAb announced a private placement agreement but disclosed that closing depends on customary conditions and market risks.

The 8-K confirms a Securities Purchase Agreement executed on August 24, 2025, and a press release on August 25, 2025. The filing emphasizes the conditional nature of the transaction and reiterates forward-looking statement protections. From a financial perspective, the filing notifies investors of a material financing event but does not provide deal economics, proceeds, or timing, limiting ability to assess immediate impact on liquidity or capitalization. The emphasis on market and closing risks suggests the transaction is not yet certain.

Corporate Governance Expert

TL;DR: Corporate disclosure meets Form 8-K reporting of a material agreement but omits transactional terms, keeping governance implications unclear.

The company properly filed an 8-K describing a material Securities Purchase Agreement and attached a press release, and included the customary forward-looking statements disclaimer. The signature by the Chief Legal Officer is present. However, the filing does not disclose the purchasers' identities, consideration, or closing conditions in detail, which limits shareholder visibility into dilution, control impacts, or related-party considerations.

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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): August 24, 2025

OMNIAB, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40720		98-1584818
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5980 Horton Street, Suite 600 Emeryville, CA		94608
(Address of principal executive offices)		(Zip Code)

(510) 250-7800

(Registrant’s telephone number, including area code)

N/A

(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, par value $0.0001 per share		OABI		The Nasdaq Global Market
Warrants to purchase common stock		OABIW		The Nasdaq Capital 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 August 24, 2025, OmniAb, Inc. (“OmniAb” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”) of 21,254,106 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $1.40 per Share or with respect to any Purchaser that is an officer, director, employee or consultant of the Company $1.85 per Share. The aggregate gross proceeds from the Private Placement are expected to be approximately $30.0 million, before deducting placement agent fees and offering expenses. The Private Placement is expected to close on August 26, 2025, subject to customary closing conditions. The Private Placement is being conducted in accordance with applicable Nasdaq rules.

The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Leerink Partners acted as placement agent for the Private Placement.

Pursuant to the Purchase Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) within 45 days after the closing of the Private Placement (subject to certain exceptions) for purposes of registering the resale of the Shares, to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the Purchase Agreement, and to keep such registration statement effective until the earliest of (i) the time as all of the Shares purchased by the Purchasers pursuant to the terms of the Purchase Agreement have been sold pursuant to the registration statement, or (ii) such time as the Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the Purchase Agreement, the Company and the Company’s executive officers and directors agreed not to sell or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, for 60 days (or with respect to the Company, the earlier of 60 days after the date of the Purchase Agreement or the effective date of the registration statement).

The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchasers represented that they were accredited investors within the meaning of rules promulgated under the Securities Act and were acquiring the securities for investment only and with no present intention of distributing any of such securities or any arrangement or understanding regarding the distribution thereof. The securities were offered without any general solicitation by the Company or its representatives. The securities sold and issued in the Private Placement will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure.

On August 25, 2025, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Securities Purchase Agreement, dated August 24, 2025, by and between OmniAb, Inc. and each of the purchasers party thereto
99.1		Press Release of OmniAb, Inc., dated August 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

OmniAb cautions you that statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or continue” and similar expressions, are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to statements regarding: the timing, size and expectation of the closing of the Private Placement; and expectations regarding market conditions, the satisfaction of customary closing conditions related to the Private Placement and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this Current Report on Form 8-K due to the risks and uncertainties inherent in our business, including, without limitation: the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the private placement and other risks described in our prior press releases and filings with the SEC, including under the heading “Risk Factors” in our annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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.

				OMNIAB, INC.
Date: August 25, 2025				By:		/s/ Charles S. Berkman
				Name:		Charles S. Berkman
				Title:		Chief Legal Officer and Secretary

FAQ

What did OmniAb (OABI) disclose in this 8-K?

OmniAb disclosed a Securities Purchase Agreement dated August 24, 2025 and a related press release dated August 25, 2025, and included a standard forward-looking statements caution.

Is the private placement for OmniAb (OABI) closed?

No. The filing explicitly states the transaction is subject to customary closing conditions and market-related risks, indicating it has not been confirmed closed in this text.

Who signed the 8-K for OmniAb (OABI)?

Charles S. Berkman, Chief Legal Officer and Secretary, signed the filing dated August 25, 2025.

Does the 8-K disclose financial terms or purchaser identities?

The provided content does not disclose purchase price, number of shares, purchaser identities, or expected proceeds.

Does the filing include forward-looking statements?

Yes. The company included a forward-looking statements caution noting risks and that it has no obligation to update such statements.