S-8 1 s-8x2023x03x2023evergreeni.htm S-8 Document

As filed with the Securities and Exchange Commission on March 30, 2023
Registration No. 333-            
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
 
 
ABSCI CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 85-3383487
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
18105 SE Mill Plain Blvd
Vancouver, WA
 98683
(Address of Principal Executive Offices)         

 
(Zip Code)
Absci Corporation 2021 Stock Option and Incentive Plan
Absci Corporation 2021 Employee Stock Purchase Plan
(Full title of the plans)
Sean McClain
Founder and Chief Executive Officer
18105 SE Mill Plain Blvd
Vancouver, WA 98683
(Name and address of agent for service)

(360) 949-1041
(Telephone number, including area code, of agent for service)
 
 
Copies to:



Kingsley Taft
Maggie Wong
Goodwin Procter LLP
Three Embarcadero Center, Floor 28
San Francisco, CA 94111
(415) 733-6000
 
Sarah Korman
Chief Legal Officer
Absci Corporation
18105 SE Mill Plain Blvd
Vancouver, WA 98683
(360) 949-1041
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
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. ☐
 

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers (i) 4,620,555 additional shares of Common Stock under the Absci Corporation 2021 Stock Option and Incentive Plan (the “2021 Plan”) and (ii) 924,111 additional shares of Common Stock under the Absci Corporation 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on each January 1, beginning January 1, 2022, by an amount equal to the lesser of: (i) 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (ii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2021 Plan). The number of shares of Common Stock reserved and available for issuance under the 2021 ESPP is subject to an automatic annual increase on each January 1, beginning January 1, 2022 and each January 1 thereafter through January 1, 2031, by an amount equal to the lesser of: (i) 1,807,500 shares of Common Stock, (ii) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (iii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2021 ESPP). Accordingly, on January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the (i) 2021 Plan increased by 4,620,555 and (ii) 2021 ESPP increased by 924,111. The additional shares are of the same class as other securities relating to the 2021 Plan and 2021 ESPP for which the Registrant’s registration statement filed on Form S-8 filed with the Securities and Exchange Commission on July 28, 2021 (File No. 333-258209) and on March 22, 2022 (File No. 333-263772), is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-258209) is hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement is presented herein.


Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.Exhibits.
EXHIBIT INDEX
 
Exhibit
No.		  Description
4.1  
4.2  
4.3  
4.4  
5.1*  
23.1*  
23.2*  
24.1*  
99.1  
99.2
107*
 
*Filed herewith.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Washington, on this 30th day of March, 2023.
 
ABSCI CORPORATION
By: /s/ Sean McClain
 Name: Sean McClain
 Title: Founder and CEO

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Sean McClain, Gregory Schiffman and Todd Bedrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their capacities and on the date indicated.
 


NAME  TITLE DATE
/s/ Sean McClain
  
Founder, CEO and Director
(Principal Executive Officer)
 March 30, 2023
Sean McClain
/s/ Gregory Schiffman
  
Chief Financial Officer
(Principal Financial Officer)
 March 30, 2023
Gregory Schiffman
/s/ Todd Bedrick
  
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
 March 30, 2023
Todd Bedrick
/s/ Ivana Magovcevic-Liebisch
  Chairperson of the Board and Director March 30, 2023
Ivana Magovcevic-Liebisch, Ph.D.
/s/ Zachariah Jonasson
  Director March 30, 2023
Zachariah Jonasson, Ph.D.
/s/ Karen McGinnis
  Director March 30, 2023
Karen McGinnis, C.P.A.
/s/ Amrit Nagpal
  Director March 30, 2023
Amrit Nagpal
/s/ Daniel Rabinovitsj
  Director March 30, 2023
Daniel Rabinovitsj
/s/ Joseph Sirosh
  Director March 30, 2023
Joseph Sirosh, Ph.D.