8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2022

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, $0.0001 par value per share	OABI	Nasdaq Global Market
Warrants to purchase common stock	OABIW	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.  ☐

INTRODUCTORY NOTE

As previously reported in the Current Report on Form 8-K filed by the registrant on November 7, 2022 (the “Original Report”), on November 1, 2022, OmniAb, Inc. (formerly Avista Public Acquisition Corp. II (“APAC”)), a Delaware corporation, consummated the previously announced Business Combination (as defined below) (the “Closing”).

As used in this Amendment No. 2 to the Current Report on Form 8-K (“Amendment No. 2”), unless otherwise stated or the context clearly indicates otherwise, the terms the “registrant,” the “Company,” “OmniAb,” “we,” “us,” and “our” refer to OmniAb, Inc., and its subsidiaries prior to the Closing.

This Amendment No. 2 to the Original Report is being filed solely for the purpose of amending the disclosure under Item 2.01 - Completion of Acquisition or Disposition of Assets - Form 10 Information - Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (i) Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the three and nine months ended September 30, 2022 and September 30, 2021, (ii) the unaudited condensed combined financial statements of the Company as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and September 30, 2021, and (iii) the unaudited pro forma condensed combined financial information of the Company as of September 30, 2022 and for the three and nine months ended September 30, 2022 and year ended December 31, 2021.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Financial Information

The information set forth in sections (a), (b) and (d) of Item 9.01 of this Amendment No. 2 is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in Exhibit 99.1 to this Amendment No. 2 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Included as Exhibit 99.1 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of OmniAb for the three and nine months ended September 30, 2022 and September 30, 2021. The unaudited condensed combined financial statements of OmniAb, as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and September 30, 2021, and the related notes thereto are attached as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of OmniAb as of September 30, 2022 and for the three and nine months ended September 30, 2022 and year ended December 31, 2021 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operations of OmniAb, Inc. for the three and nine months ended September 30, 2022 and September 30, 2021.
99.2	Unaudited Condensed Combined Financial Statements of OmniAb, Inc. as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and September 30, 2021.
99.3	Unaudited Pro Forma Condensed Combined Financial Information of OmniAb, Inc. as of September 30, 2022 and for the nine months ended September 30, 2022 and year ended December 31, 2021.
104	Cover Page Interactive Data File (embedded within 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.

	OmniAb, Inc.
Date: November 14, 2022	By:	/s/ Kurt A. Gustafson
	Name:	Kurt A. Gustafson
	Title:	Executive Vice President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

OMNIAB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “OmniAb,” “we,” “us” and “our” refer to OmniAb, Inc., a Delaware corporation (which changed its name to OmniAb Operations, Inc. on October 31, 2022) and its subsidiaries prior to the Closing of the Business Combination. Defined terms included herein and not otherwise defined in this Exhibit have the same meaning as terms defined and included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022.

This MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of the OmniAb Business’s management. This MD&A should be read in conjunction with the Unaudited Pro Forma Condensed Combined Financial Information of OmniAb and OmniAb’s Unaudited Condensed Combined Financial Statements included elsewhere in our Amendment No. 2 to the Current Report on Form 8-K with which this Exhibit is being filed. This MD&A includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in these forward-looking statements, see the section in the Proxy Statement/Prospectus/Information Statement titled “Cautionary Statement Concerning Forward-Looking Statements.”

Reference is made to the sections of the Proxy Statement/Prospectus/Information Statement titled “OmniAb Management’s Discussion and Analysis of Financial Condition and Results of Operations — Separation from Ligand” and ”— Basis of Presentation” for information regarding our Separation from Ligand and the basis of presentation for our financial statements.

For the three and nine months ended September 30, 2022 our revenue was $6.9 million and $23.7 million, respectively, and for the three and nine months ended September 30, 2021 was $6.3 million and $19.5 million, respectively.

For the three and nine months ended September 30, 2022 our net loss was $(12.6) million and $(29.2) million, respectively, and for the three and nine months ended September 30, 2021 was $(7.9) million and $(24.0) million, respectively.

Key Business Metrics

We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that the following metrics are important to understanding our current business. These metrics may change or may be substituted for additional or different metrics as our business continues to grow.

Metric	September 30, 2022		December 31, 2021		% Change
Active partners		68		57		19	%
Active programs		282		252		12	%
Active clinical programs		25		25		—	%
Approved products		3		2		50	%

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021

Revenue

	Three Months Ended September 30,
(Dollars in thousands)	2022		2021		Change			% Change
Royalty	$	582	$	—	$	582			NM	(1)
License fees		400		200		200			100	%
Milestone revenue		1,000		1,200		(200	)		(17	)%
Service revenue		4,928		4,877		51			1	%
Total revenue	$	6,910	$	6,277	$	633			10	%

(1) percentage change is not meaningful

	Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		Change		% Change
Royalty	$	984	$	—	$	984		NM	(1)
License fees		2,455		1,950		505		26	%
Milestone revenue		5,371		3,264		2,107		65	%
Service revenue		14,922		14,254		668		5	%
Total revenue	$	23,732	$	19,468	$	4,264		22	%

(1) percentage change is not meaningful

Total revenue increased $0.6 million, or 10%, in the three months ended September 30, 2022 as compared to 2021 driven primarily by royalty revenue from our partner’s sales of zimberelimab and sugemalimab.

Total revenue increased $4.3 million, or 22%, in the nine months ended September 30, 2022 as compared to 2021 driven primarily by (1) additional milestone revenue primarily related to two partners reaching multiple development milestones during the nine months ended September 30, 2022, (2) royalty revenue from our partner’s sales of zimberelimab and sugemalimab and (3) additional service revenue related to a significant contract executed in December 2021.

Operating Expenses

	Three Months Ended September 30,
(Dollars in thousands)	2022			2021			Change			% Change
Research and development	$	13,189		$	9,925		$	3,264			33	%
General and administrative		5,582			3,697			1,885			51	%
Amortization of intangibles		3,256			3,278			(22	)		(1	)%
Other operating expense (income), net		(208	)		(817	)		609			(75	)%
Total operating expenses	$	21,819		$	16,083		$	5,736			36	%

	Nine Months Ended September 30,
(Dollars in thousands)	2022			2021			Change		% Change
Research and development	$	35,445		$	28,207		$	7,238		26	%
General and administrative		14,697			12,603			2,094		17	%
Amortization of intangibles		9,774			9,740			34		0	%
Other operating expense (income), net		(486	)		(546	)		60		(11	)%
Total operating expenses	$	59,430		$	50,004		$	9,426		19	%

Our R&D expenses increased $3.3 million, or 33%, in the three months ended September 30, 2022 compared with 2021, primarily due to (1) increased personnel-related costs driven by our increased investment in the growth and development of the OmniAb business and (2) an increase in rent expense for newly leased facilities. General and administrative expenses increased $1.9 million, or 51% in the three months ended September 30, 2022 compared with 2021, primarily due to increased personnel-related costs driven by our increased investment in the growth and development of the OmniAb business. The amortization of intangibles remained consistent for the three months ended September 30, 2022 compared with 2021. Other operating income, net, was $(0.2) million for the three months ended September 30, 2022 compared with $(0.8) million for the same period in 2021 due to fair value adjustments related to contingent earnout liabilities issued in connection with the acquisition of Icagen.

Our R&D expenses increased $7.2 million, or 26%, in the nine months ended September 30, 2022 compared with 2021, primarily due to (1) an increase in rent expense for newly leased facilities, (2) increased personnel-related costs driven by our increased investment in the growth and development of the OmniAb business and (3) services related to a significant contract executed in 2021. General and administrative expenses increased $2.1 million, or 17% in the nine months ended September 30, 2022 compared with 2021, primarily due to increased personnel-related costs driven by our increased investment in the growth and development of the OmniAb business. The amortization of intangibles and other operating income, net remained consistent for the nine months ended September 30, 2022 compared with 2021.

Other income (expense)

Interest expense for the nine months ended September 30, 2021 was related to certain equipment financing.

Income tax benefit

	Three Months Ended September 30,
(Dollars in thousands)	2022			2021			Change			% Change
Loss before income tax benefit	$	(14,909	)	$	(9,806	)	$	(5,103	)		52	%
Income tax benefit		2,313			1,916			397			21	%
Net loss	$	(12,596	)	$	(7,890	)	$	(4,706	)		60	%
Effective Tax Rate		15.5	%		19.5	%

	Nine Months Ended September 30,
(Dollars in thousands)	2022			2021			Change			% Change
Loss before income tax benefit	$	(35,698	)	$	(30,542	)	$	(5,156	)		17	%
Income tax benefit		6,544			6,572			(28	)		—	%
Net loss	$	(29,154	)	$	(23,970	)	$	(5,184	)		22	%
Effective Tax Rate		18.3	%		21.5	%

Our effective tax rate is affected by recurring items, such as the U.S. federal and state statutory tax rates and the relative amounts of income we earn in those jurisdictions. The tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year.

Liquidity and Capital Resources

The information set forth in the section titled “Liquidity and Capital Resources” in note 2 of the notes to our unaudited condensed combined financial statements attached as Exhibit 99.2 to Amendment No. 2 to the Current Report on Form 8-K with which this Exhibit is being filed is incorporated herein by reference.

Cash Flow Summary

	Nine Months Ended September 30,						Year ended
(Dollars in thousands)	2022			2021			2021			2020			2019
Net cash provided by (used in):
Operating activities	$	3,556		$	(1,232	)	$	(5,672	)	$	3,619		$	(5,195	)
Investing activities	$	(13,112	)	$	(2,548	)	$	(4,025	)	$	(26,980	)	$	(12,095	)
Financing activities	$	9,556		$	3,780		$	9,697		$	23,361		$	17,290

Cash Provided by Operating Activities:

During the nine months ended September 30, 2022, cash provided by operating activities of $3.6 million primarily reflected our net loss of $(29.2) million for the period, adjusted by net non-cash charges of $18.2 million which primarily included $12.3 million in share-based compensation, and $13.4 million in depreciation and amortization, partially offset by $(6.8) million of deferred income taxes, net, as well as changes in our working capital accounts in the amount of $14.5 million, primarily consisting of cash inflow from changes in accounts receivable, net, other long-term liabilities and other long-term assets, partially offset by cash outflow from changes in deferred revenue.

During the nine months ended September 30, 2021, cash provided by operating activities of $(1.2) million primarily reflected our net loss of $(24.0) million for the period, adjusted by net non-cash charges of $18.5 million, which primarily included $13.8 million in depreciation and amortization, $11.6 million in share-based compensation, partially offset by $(6.3) million of deferred income taxes, net, as well as changes in our working capital accounts in the amount of $4.2 million, primarily consisting of cash inflow from changes in accounts receivable, net, partially offset by cash outflow from changes in deferred revenue and other long-term liabilities.

Cash Used in Investing Activities:

During the nine months ended September 30, 2022 and 2021, cash used in investing activities consisted of $(13.1) million and $(2.5) million of cash paid for property and equipment, respectively.

Cash Used in Financing Activities:

As Ligand managed our cash and financing arrangements prior to the completion of the Separation, all excess cash generated through earnings was deemed remitted to Ligand and all sources of cash were deemed funded by Ligand. Cash provided by financing activities in the nine months ended September 30, 2022 and 2021 primarily included cash transferred to us from Ligand based on changes in our cash used for operations.

During the nine months ended September 30, 2022, cash provided by financing activities was $9.6 million, which consisted of $15.3 million net transfer from parent, partially offset by $(1.5) million of payments to CVR holders and $(4.2) million payments for deferred transaction costs.

During the nine months ended September 30, 2021, cash provided by financing activities was $3.8 million, which consisted of $4.8 million net transfer from parent partially offset by $(1.1) million of payments to CVR holders.

EX-99.2

Exhibit 99.2

OmniAb, Inc.

(which changed its name to OmniAb Operations, Inc. on October 31, 2022)

(A Business of Ligand Pharmaceuticals Incorporated)

CONDENSED COMBINED BALANCE SHEETS

(in thousands)

	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Accounts receivable, net	$	4,722	$	21,136
Prepaid expenses		1,125		785
Transaction costs		5,931		—
Other current assets		1,237		621
Total current assets		13,015		22,542
Deferred income taxes, net		902		—
Intangible assets, net		166,274		176,321
Goodwill		83,979		83,979
Property and equipment, net		19,375		6,795
Operating lease assets		21,456		13,332
Other assets		1,449		1,496
Total assets	$	306,450	$	304,465
LIABILITIES AND PARENT COMPANY NET INVESTMENT
Current liabilities:
Accounts payable	$	6,275	$	2,924
Accrued liabilities		4,092		3,746
Current portion of contingent liabilities		1,693		2,538
Current portion of deferred revenue		9,202		10,790
Current portion of operating lease liabilities		1,530		578
Current portion of financing lease liabilities		1		1
Total current liabilities		22,793		20,577
Long-term contingent liabilities		4,119		4,826
Deferred income taxes, net		16,021		21,962
Long-term operating lease liabilities		25,016		13,272
Long-term portion of deferred revenue		5,493		9,226
Other long-term liabilities		298		295
Total liabilities		73,740		70,158
Commitments and contingencies (Note 5)
Parent company net investment:
Parent company net investment		232,710		234,307
Total liabilities and parent company net investment	$	306,450	$	304,465

See accompanying notes to unaudited condensed combined financial statements.

OmniAb, Inc.

(which changed its name to OmniAb Operations, Inc. on October 31, 2022)

(A Business of Ligand Pharmaceuticals Incorporated)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues:
Service revenue	$	4,928		$	4,877		$	14,922		$	14,254
License and milestone revenue		1,400			1,400			7,826			5,214
Royalty revenue		582			—			984			—
Total revenues		6,910			6,277			23,732			19,468
Operating expenses:
Research and development		13,189			9,925			35,445			28,207
General and administrative		5,582			3,697			14,697			12,603
Amortization of intangibles		3,256			3,278			9,774			9,740
Other operating expense (income), net		(208	)		(817	)		(486	)		(546	)
Total operating expenses		21,819			16,083			59,430			50,004
Loss from operations		(14,909	)		(9,806	)		(35,698	)		(30,536	)
Other expense:
Interest expense		—			—			—			(6	)
Loss before income taxes		(14,909	)		(9,806	)		(35,698	)		(30,542	)
Income tax benefit		2,313			1,916			6,544			6,572
Net loss	$	(12,596	)	$	(7,890	)	$	(29,154	)	$	(23,970	)

See accompanying notes to unaudited condensed combined financial statements.

2

OmniAb, Inc.

(which changed its name to OmniAb Operations, Inc. on October 31, 2022)

(A Business of Ligand Pharmaceuticals Incorporated)

CONDENSED COMBINED STATEMENTS OF CHANGES IN PARENT COMPANY NET INVESTMENT

(Unaudited)

(in thousands)

	Parent company net investment
Balance at December 31, 2020	$	235,537
Net loss		(7,455	)
Parent allocation of share-based compensation		3,379
Net transfers from parent company		(3,861	)
Balance at March 31, 2021	$	227,600
Net loss		(8,625	)
Parent allocation of share-based compensation		4,417
Net transfers from parent company		3,011
Balance at June 30, 2021	$	226,403
Net loss		(7,890	)
Parent allocation of share-based compensation		3,809
Net transfers from parent company		5,680
Balance at September 30, 2021	$	228,002
Balance at December 31, 2021	$	234,307
Net loss		(6,282	)
Parent allocation of share-based compensation		3,146
Net transfers from parent company		(6,250	)
Balance at March 31, 2022	$	224,921
Net loss		(10,276	)
Parent allocation of share-based compensation		3,848
Net transfers from parent company		8,450
Balance at June 30, 2022	$	226,943
Net loss		(12,596	)
Parent allocation of share-based compensation		5,279
Net transfers from parent company		13,084
Balance at September 30, 2022	$	232,710

See accompanying notes to unaudited condensed combined financial statements.

3

OmniAb, Inc.

(which changed its name to OmniAb Operations, Inc. on October 31, 2022)

(A Business of Ligand Pharmaceuticals Incorporated)

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended September 30,
	2022			2021
Operating activities:
Net loss	$	(29,154	)	$	(23,970	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities		(487	)		(546	)
Depreciation and amortization		13,429			13,779
Share-based compensation		12,273			11,605
Deferred income taxes, net		(6,840	)		(6,325	)
Other		(133	)		35
Changes in operating assets and liabilities:
Accounts receivable, net		17,610			12,721
Other current assets		(817	)		(188	)
Other long-term assets		1,755			567
Accounts payable and accrued liabilities		432			161
Deferred revenue		(6,384	)		(5,118	)
Other long-term liabilities		1,872			(3,953	)
Net cash provided by (used in) operating activities		3,556			(1,232	)
Investing activities:
Purchase of property and equipment		(12,152	)		(2,548	)
Payments to CVR holders		(960	)		—
Net cash used in investing activities		(13,112	)		(2,548	)
Financing activities:
Payments to CVR holders		(1,545	)		(1,050	)
Deferred transaction cost payment		(4,183	)		—
Net transfer from parent		15,284			4,830
Net cash provided by financing activities		9,556			3,780
Net change in cash, cash equivalents and restricted cash		—			—
Cash, cash equivalents and restricted cash at beginning of period		—			—
Cash, cash equivalents and restricted cash at end of period	$	—		$	—
Supplemental disclosure of cash flow information:
Purchase of fixed assets recorded in accounts payable	$	3,561		$	114

See accompanying notes to unaudited condensed combined financial statements.

4

OmniAb, Inc.

(which changed its name to OmniAb Operations, Inc. on October 31, 2022)

(A Business of Ligand Pharmaceuticals Incorporated)

Notes to Condensed Combined Financial Statements

(Unaudited)

1. Organization and Nature of Operations

The accompanying combined financial statements include all of the assets, liabilities and results of operations of six subsidiaries of Ligand Pharmaceuticals Incorporated (“Ligand” or the “Parent”), which are Ab Initio Biotherapeutics, Inc. (Ab Initio), Crystal Bioscience, Inc. (Crystal), Icagen, LLC (Icagen), Open Monoclonal Technology, Inc. (OMT), Taurus Biosciences, LLC (Taurus) and xCella Biosciences, Inc. (xCella) (collectively, “OmniAb”, “the Company”, “we”, “us” and “our”). OmniAb is powered by Biological Intelligence, a multi-species antibody platform for the discovery of mono and bispecific therapeutic human antibodies. OmniAb primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs. On January 8, 2016, Ligand completed a multi-step transaction that resulted in Ligand’s acquisition of OMT. In connection with the separation of OmniAb from Ligand, Ab Initio, Crystal, Icagen, Taurus and xCella will become wholly owned subsidiaries of OmniAb, Inc.

On November 1, 2022, Ligand completed (the “Closing”) the separation of its antibody discovery business and certain related assets and liabilities through a spin-off of OmniAb to Ligand’s shareholders of record as of October 26, 2022 on a pro rata basis and merger of OmniAb with a wholly owned subsidiary of OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II, a Cayman Islands exempted company, prior to its domestication as a corporation incorporated in the state of Delaware (“APAC”)) in a Reverse Morris Trust transaction pursuant to the Agreement and Plan of Merger, dated as of March 23, 2022 (the “Merger Agreement”), among Ligand, OmniAb, APAC and Orwell Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of APAC, and the Separation and Distribution Agreement, dated as of March 23, 2022 (the “Separation Agreement”), among Ligand, OmniAb and APAC. The day prior to the Closing, OmniAb was renamed OmniAb Operations, Inc. and APAC was renamed OmniAb, Inc. (“New OmniAb”).

As of the Closing, New OmniAb expected to have approximately $95.8 million of net cash.

On November 2, 2022, New OmniAb began regular-way trading on NASDAQ under the ticker symbol “OABI.” Ligand continues to trade under the ticker symbol “LGND.” See further details regarding the transaction in Note 9: Subsequent Event.

5

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Combination

The accompanying interim condensed combined financial statements have been prepared on a stand-alone basis and are derived from Ligand’s interim condensed combined financial statement accounting records. The interim condensed combined financial statements include the historical results of operations, financial position and cash flows of OmniAb in conformity with United States generally accepted accounting principles (U.S. GAAP). The operations comprising OmniAb are in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements.

OmniAb comprises certain stand-alone legal entities for which discrete financial information is available. As Ligand records certain transactions at the parent entity level, allocation methodologies were applied to certain accounts to allocate amounts to OmniAb as discussed further below.

OmniAb entities were under the common control of the Parent as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of the Company as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and the Company are accounted for through the Parent company net investment in OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to OmniAb are considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded.

The interim condensed combined financial statements include all revenues, expenses, assets and liabilities directly associated with the business activity of OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note 8. Relationship with Parent and Related Entities.

Our Parent maintains various share-based compensation plans at a corporate level. OmniAb employees participate in those programs, and a portion of the compensation cost associated with those plans is included in OmniAb’s combined statements of operations. The share-based compensation expense has been included within Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that OmniAb would have experienced as a stand-alone entity. See Note 8. Relationship with Parent and Related Entities for additional discussion.

All of the allocations and estimates in the interim condensed combined financial statements are based on assumptions that management believes are reasonable. However, the interim condensed combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of OmniAb in the future or if OmniAb had been a separate, stand-alone publicly traded entity during the periods presented.

Unaudited Interim Financial Information

The accompanying interim condensed combined balance sheet as of September 30, 2022, the condensed combined statements of operations, condensed combined statements of changes in parent company net investment for the three and nine months ended September 30, 2022 and 2021, and the condensed combined statements of cash flows for the nine months ended September 30, 2022 and 2021 and the related footnote disclosures are unaudited. In management’s opinion, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, and its statements of cash flows for the nine months ended September 30, 2022 and 2021 in accordance with U.S. GAAP. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other interim period.

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Liquidity and Capital Resources

As part of Ligand, OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand uses a centralized approach to cash management and financing its operations. Therefore, there is no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to OmniAb in the combined financial statements. Financing transactions related to OmniAb are accounted for as a component of Parent company net investment in the combined balance sheets and as a financing activity allocation on the accompanying combined statements of cash flows.

For the nine months ended September 30, 2022 and 2021, OmniAb’s revenue was $23.7 million and $19.5 million, respectively. For the nine months ended September 30, 2022 and 2021, OmniAb’s net loss was $(29.2) million and $(24.0) million, respectively. OmniAb expects to continue to incur losses for the foreseeable future as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company. OmniAb’s ability to continue its operations is dependent upon our ability to obtain additional capital in the future and generate cash flows from operations. Prior to November 1, 2022, funding from Ligand was our primary source of liquidity. On November 1, 2022, with the closing of the merger between the Company and a subsidiary of APAC, New OmniAb was capitalized with approximately $95.8 million in net cash. This cash and cash the Company generates from operations provide us the flexibility we need to meet operating, investing, and financing needs and support operations through at least 12 months following the issuance date of the financial statements.

The accompanying interim condensed combined financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Significant Accounting Policies

We have described our significant accounting policies in Note 3, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Combined Financial Statements included in the registration statement on Form S-4 filed on September 27, 2022.

Use of Estimates

The preparation of interim condensed combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the interim condensed combined financial statements and the accompanying notes. Actual results may differ from those estimates.

Accounts Receivable

Our accounts receivable represents the amounts we have billed our partners and that are due to us unconditionally for services we have performed. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three and nine months ended September 30, 2022, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the surrounding novel coronavirus (COVID-19) pandemic on our business and the allowance for credit losses was $0.1 million as of September 30, 2022.

Revenue Recognition

Our revenue is generated primarily from license fees for technology access, development, regulatory and sales based milestone payments and service revenue for performance of research. We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

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Our revenue is typically derived from our license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services; (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from our partners’ product sales, if any. To date, we have generated revenue from intellectual property and development milestones, and have only recently begun to generate revenue from commercial milestone payments and royalties on product sales this year.

We receive royalty revenue on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a royalty to be recorded no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter.

License fees are generally recognized at a point in time once we grant our customers access to our intellectual property rights. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract.

We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.

We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and the milestone is probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our licenses of intellectual property. Because of the risk that products in development with our partners will not reach development based milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon or after the development milestone or regulatory approval.

Deferred Revenue

Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the combined balance sheet. We generally receive payment at the point we satisfy our obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the three and nine months ended September 30, 2022, the amount recognized as revenue that was previously deferred was $4.0 million and $9.9 million, respectively. During the three and nine months ended September 30, 2021, the amount recognized as revenue that was previously deferred was $2.4 million and $5.2 million, respectively.

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Disaggregation of Revenue

The following table represents disaggregation of royalty revenue, license fees, milestone revenue and service revenue (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Royalty revenue	$	582	$	—	$	984	$	—
License fees		400		200		2,455		1,950
Milestone revenue		1,000		1,200		5,371		3,264
Service revenue		4,928		4,877		14,922		14,254
	$	6,910	$	6,277	$	23,732	$	19,468

Accounting Standards Not Yet Adopted

We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our combined financial statements or disclosures.

3. Fair Value Measurements

We measure certain financial liabilities at fair value on a recurring basis. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. We establish a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels are described below with level 1 having the highest priority and level 3 having the lowest:

Level 1 - Observable inputs such as quoted prices in active markets

Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3 - Unobservable inputs in which there is little or no market data, which require our company to develop its own assumptions

Liabilities Measured on a Recurring Basis

The following table presents the hierarchy for our liabilities measured at fair value (in thousands):

	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Icagen contingent liabilities(1)	$	—	$	—	$	5,332	$	5,332	$	—	$	—	$	7,364	$	7,364
xCella contingent liabilities(2)		—		—		480		480		—		—		—		—
Total liabilities	$	—	$	—	$	5,812	$	5,812	$	—	$	—	$	7,364	$	7,364

1. The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. During the year ended December 31, 2021, we paid $1.1 million towards the contingent liability based on revenue milestones to former Icagen shareholders. During the nine months ended September 30, 2022, we paid $1.5 million towards the contingent liability based on revenue milestones to former Icagen shareholders.

2. The xCella contingent liability is determined when the contingency is resolved and the consideration becomes payable. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the year ended December 31, 2021, we paid $0.7 million towards the contingent liability based on revenue milestones to former xCella shareholders. During the nine months ended September 30, 2022, we paid $1.0 million towards the contingent liability based on revenue milestones to former xCella shareholders.

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A reconciliation of the level 3 financial instruments as of September 30, 2022 is as follows (in thousands):

Fair value of level 3 financial instruments as of December 31, 2021	$	7,364
Payments to CVR holders		(2,505	)
Fair value adjustments to contingent liabilities		(487	)
Contingent liabilities from xCella asset acquisition		1,440
Fair value of level 3 financial instruments as of September 30, 2022	$	5,812

The carrying amounts reported in our combined balance sheets for accounts receivable, other assets, accounts payable and other accrued expenses approximate fair value due to their relatively short periods to maturity.

Assets Measured on a Non-Recurring Basis

We apply fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to our goodwill, indefinite-lived intangible assets and long-lived assets.

We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on level 3 inputs.

There was no impairment of our goodwill, indefinite-lived assets, or long-lived assets recorded during the nine months ended September 30, 2022 and 2021.

4. Income Tax

Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income (loss) before income taxes and taxable income. The effective tax rate for the three and nine months ended September 30, 2022 was 15.5% and 18.3%, respectively. The variance from the U.S. federal statutory tax rate of 21.0% was primarily due to the benefit related to tax credits, as well as the difference in statutory state rates and the tax impact of stock award activities. The variance is also a result of the valuation allowance established for state attributes. The effective tax rate for the three and nine months ended September 30, 2021 was 19.5% and 21.5%, respectively. The variance from the U.S. federal statutory tax rate of 21.0% was primarily due to the benefit related to tax credits, state taxes, the tax impact of stock award activities and the valuation allowance established for state attributes.

5. Commitment and Contingencies: Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our combined financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period.

6. Leases

Certain OmniAb legal entities lease office facilities and equipment primarily under various operating leases. Our operating leases have remaining contractual terms up to ten years, some of which include options to extend the leases for up to ten years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities, and our finance leases are immaterial.

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Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.

The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Operating Lease Assets and Liabilities (in thousands):

	September 30, 2022		December 31, 2021
Assets
Operating lease assets	$	21,456	$	13,332
Liabilities
Current operating lease liabilities		1,530		578
Long-term operating lease liabilities		25,016		13,272
Total lease liabilities	$	26,546	$	13,850

Maturity of Operating Lease Liabilities as of September 30, 2022 (in thousands):

Maturity Dates	Operating Leases
Remaining three months ending December 31, 2022	$	848
2023		3,455
2024		3,408
2025		3,523
2026		3,787
2027		3,885
Thereafter		14,745
Total lease payments		33,651
Less imputed interest		(6,075	)
Less tenant improvement allowance		(1,030	)
Present value of lease liabilities	$	26,546

During the nine months ended September 30, 2022, we had a lease commence in our Emeryville office, which resulted in

an increase in lease assets and liabilities of $9.9 million each during the period.

As of September 30, 2022, our operating leases had a weighted-average remaining lease term of 8.8 years and a weighted-average discount rate of 4.3%. As of December 31, 2021, our operating leases had a weighted-average remaining lease term of 9.3 years and a weighted-average discount rate of 3.9%. Cash paid for amounts included in the measurement of operating lease liabilities was $1.3 million and $2.2 million, respectively, for the three and nine months ended September 30, 2022. The operating lease expense was $1.0 million and $2.7 million for the three and nine months ended September 30, 2022, respectively. The operating lease expense was $0.4 million and $1.0 million for the three and nine months ended September 30, 2021, respectively.

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7. Balance Sheet Account Details

Property and equipment

Property and equipment are stated at cost and consist of the following (in thousands):

	September 30, 2022			December 31, 2021
Lab and office equipment	$	6,443		$	6,410
Leasehold improvements		17,639			3,495
Computer equipment and software		487			182
		24,569			10,087
Less: accumulated depreciation and amortization		(5,194	)		(3,292	)
Total property and equipment, net	$	19,375		$	6,795

Depreciation of equipment is computed using the straight-line method over the estimated useful lives of the assets which range from three to ten years. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or their related lease term, whichever is shorter. Depreciation expense for the three and nine months ended September 30, 2022 was $0.7 million and $1.9 million, respectfully. Depreciation expense for the three and nine months ended September 30, 2021 was $0.4 million and $1.0 million, respectively.

Goodwill and identifiable intangible assets

Goodwill and other identifiable intangible assets consist of the following (in thousands):

	September 30, 2022			December 31, 2021
Indefinite-lived intangible assets
Goodwill	$	83,979		$	83,979
Definite lived intangible assets
Complete technology		227,129			227,403
Less: accumulated amortization		(68,980	)		(60,099	)
Customer relationships		11,100			11,100
Less: accumulated amortization		(2,975	)		(2,083	)
Total goodwill and other identifiable intangible assets, net	$	250,253		$	260,300

Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years. Amortization expense for the three and nine months ended September 30, 2022 was $3.3 million and $9.8 million, respectively. Amortization expense for the three and nine months ended September 30, 2021 was $3.3 million and $9.7 million, respectively.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

	September 30, 2022		December 31, 2021
Compensation	$	2,249	$	2,320
Professional fees		1,679		67
Royalties owed to third parties		124		296
Acquisition related liabilities		—		1,000
Other		40		63
Total accrued liabilities	$	4,092	$	3,746

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8. Relationship with Parent and Related Entities

Historically, the OmniAb business has been managed and operated in the normal course of business consistent with other affiliates of the Parent. Accordingly, certain shared costs have been allocated to OmniAb and reflected as expenses in the combined financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical Parent expenses attributable to OmniAb for purposes of the stand-alone financial statements. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if OmniAb historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined financial statements may not be indicative of related expenses that will be incurred in

the future by OmniAb.

General Corporate Overhead

The combined statements of operations include expenses for certain centralized functions (such as information systems, accounting, treasury, audit, purchasing, human resources, legal and facilities), executive compensation and other programs provided and/or administered by Parent that are charged directly to us. A portion of these costs benefits us and is allocated to us using a pro-rata method based on project-related costs or other measures that management believes are consistent and reasonable.

Costs of $1.6 million and $4.9 million for the three and nine months ended September 30, 2022, respectively, and $0.9 million and $3.8 million for the three and nine months ended 2021, respectively, have been reflected in the general and administrative expenses in our interim condensed combined statements of operations for our allocated share of Parent’s corporate overhead.

Cash Management and Financing

We participate in Ligand’s centralized cash management and financing programs and will continue to participate in Ligand’s centralized cash management until the OmniAb business becomes an independent publicly-traded company.

Disbursements are made through centralized accounts payable systems which are operated by Ligand. Cash receipts are transferred to centralized accounts, also maintained by Ligand. As cash is disbursed and received by Ligand, it is accounted for by us through the Parent company net investment. All obligations are financed by Ligand and financing decisions are determined by central Ligand treasury operations.

Ligand intends to transfer the assets, liabilities and operations of its OmniAb business, pursuant to the terms of a Separation Agreement, entered into among Ligand, OmniAb and APAC. Completion of the separation and distribution is subject to certain conditions. The separation is anticipated to be tax-free to Ligand stockholders. Accordingly, after the tax-free separation, all of the related tax attributes of Ligand will remain with Ligand.

Equity-Based Incentive Plans

Certain of our employees participate in our Parent’s equity-based incentive plans. Under the Ligand 2002 Stock Incentive Plan (2002 Plan), our employees, directors, managers and advisors were awarded share-based incentive awards in a number of forms, including nonqualified stock options. Under the 2002 Plan, our employees can be awarded share-based incentive awards which include non-statutory stock options or incentive stock options, restricted stock units (RSUs), performance stock units (PSUs) and other cash-based or share-based awards. Stock options granted to our employees under the incentive plans typically vest 1/8 on the six month anniversary of the date of grant, and 1/48 each month thereafter for forty-two months. We measure share-based compensation for all share-based incentive awards at fair value on the grant date. Share-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards.

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Compensation costs associated with our employees’ participation in the incentive plans have been specifically identified for employees who exclusively support our operations and are allocated to us as part of the cost allocations from our Parent. The following table summarizes total share-based compensation (SBC) charged to us related to our employees’ participation in our Parent’s incentive plans, depending on the nature of the employee’s role in our operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
SBC - Research and development expenses	$	3,079	$	2,395	$	7,243	$	6,902
SBC - General and administrative expenses		2,200		1,415		5,030		4,704
	$	5,279	$	3,810	$	12,273	$	11,606

9. Subsequent Event

For the purposes of the financial statements as of September 30, 2022 and the three and nine months then ended, the Company has evaluated subsequent events through the date on which the financial statements were issued.

Business Combination closing of APAC and OmniAb

On November 1, 2022, Ligand completed the separation (the “Separation”) of its antibody discovery business and certain related assets and liabilities through a spin-off of OmniAb to Ligand’s shareholders of record as of October 26, 2022 (the “Record Date”) on a pro rata basis (the “Distribution”) and merger (the “Merger”) of OmniAb with a wholly owned subsidiary of APAC in a Reverse Morris Trust transaction (collectively, the “Transactions”) pursuant to the Merger Agreement and the Separation Agreement (collectively with the other related transaction documents, the “Transaction Agreements”). The day prior to the Closing, OmniAb was renamed OmniAb Operations, Inc. and APAC was renamed OmniAb, Inc. (“New OmniAb”). Pursuant to the Transaction Agreements, Ligand contributed to OmniAb cash and certain assets and liabilities constituting the OmniAb business, including certain related subsidiaries of Ligand, to OmniAb (the “Contribution”). In consideration for the Contribution, OmniAb issued to Ligand additional shares of OmniAb common stock such that the number of shares of OmniAb common stock then outstanding equaled the number of shares of OmniAb common stock necessary to effect the Distribution. Pursuant to the Distribution, Ligand shareholders as of the Record Date received one share of OmniAb common stock for each share of Ligand common stock held as of such date. Pursuant to the Merger Agreement, each share of OmniAb common stock was thereafter exchanged for the right to receive 4.90007 shares of New OmniAb common stock and 0.75842 shares of New OmniAb common stock subject to price-based earnout triggers (the “Earnout Shares”). The Earnout Shares will vest based upon the achievement of certain volume-weighted average trading prices (VWAP) for shares of New OmniAb for any 20 trading days over a consecutive 30 trading-day period during the five-year period following the Closing, with (i) fifty percent of such Earnout Shares vesting upon achievement of a VWAP of $12.50 per share of New OmniAb common stock or upon the occurrence of a change of control transaction that will result in the holders of New OmniAb common stock receiving a price per share in excess of $12.50, and (ii) the remaining fifty percent of the Earnout Shares vesting upon achievement of a VWAP of $15.00 per share of New OmniAb common stock or upon the occurrence of a change of control transaction that will result in the holders of New OmniAb common stock receiving a price per share in excess of $15.00. The Earnout Shares are not transferable until the vesting condition for the applicable tranche of Earnout Shares has been achieved. Upon the closing of the Transactions, the ownership of the outstanding stock of New OmniAb (including the Earnout Shares) was as follows: Ligand’s existing shareholders held approximately 85.0%, APAC’s existing public shareholders held approximately 1.1% and the sponsor and related parties of APAC held approximately 13.9%. Fractional shares of New OmniAb common stock were not issued pursuant to the Merger. Instead, shareholders received cash in lieu of any fractional share (other than with respect to Earnout Shares).

As of the Closing, New OmniAb expected to have approximately $95.8 million of net cash. On November 2, 2022, New OmniAb began regular-way trading on NASDAQ under the ticker symbol “OABI.” Ligand continues to trade under the ticker symbol “LGND.”

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EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022. Unless the context otherwise requires, the “Company” refers to OmniAb, Inc., a Delaware Corporation (“OmniAb”) (f/k/a Avista Public Acquisition Corp. II, a Cayman Islands exempted company, “APAC”) and its consolidated subsidiaries after the Closing, and APAC prior to the Closing. “Legacy OmniAb” refers to OmniAb Operations, Inc., a Delaware corporation (f/k/a OmniAb, Inc.) prior to the Closing, which prior to the Separation, was a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, a Delaware corporation. The Company acquired Legacy OmniAb through the Business Combination.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Legacy OmniAb and APAC adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheets of Legacy OmniAb and APAC on a pro forma basis as if the Business Combination had been consummated on September 30, 2022. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 combine the historical statements of operations of Legacy OmniAb and APAC for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Prior to the closing of the Business Combination, each of APAC’s public shareholders had the right to redeem all or a portion of such shareholder’s public shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account. The unaudited condensed combined pro forma financial information reflects actual redemptions of 21,713,864 shares of APAC’s Class A Ordinary Shares at approximately $10.32 per share, or $224,048,747 in the aggregate.

The following summarizes the pro forma capitalization of the Company immediately after the Business Combination:

	Shares		%
APAC’s public shareholders (1)		1,286,136		1.1	%
Sponsor and related parties (2)(3)		15,922,934		13.9	%
Legacy OmniAb stockholders (4)		97,611,789		85.0	%
Pro Forma Common Stock (5)		114,820,859		100.0	%

(1) Reflects actual redemptions of 21,713,864 shares of APAC’s Class A Ordinary Shares.

(2) Includes 1,293,299 Sponsor Earnout Shares held by Sponsor. The Sponsor Earnout Shares were included in the pro forma capitalization as, during the Earnout Period, holders of the Sponsor Earnout Shares are entitled to vote such Sponsor Earnout Shares and receive dividends and other distributions in respect thereof, pursuant to the Sponsor Insider Agreement, dated March 23, 2022, by and among Legacy OmniAb, APAC, Avista Acquisition LP II and the other parties signatory thereto.

(3) Includes 4,351,701 shares of APAC’s Class B Ordinary Shares held by the Sponsor and 105,000 shares of APAC’s Class B Ordinary Shares held by three former directors of APAC that converted on a one-for-one basis into shares of OmniAb Common Stock in connection with the Domestication. Pursuant to the A&R FPA, includes 1,500,000 shares of OmniAb Common Stock purchased by the Sponsor in the Forward Purchase and 8,672,934 shares of OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop.

(4) Includes 15,000,000 Earnout Shares as, during the Earnout Period, Earnout Shares are entitled to exercise the voting rights carried by such Earnout Shares and receive any dividends or other distributions in respect of such Earnout Shares.

(5) The pro forma capitalization excludes the following:

• 12,620,608 Legacy OmniAb Options

• 1,679,867 Legacy OmniAb RSUs and PSUs

• 7,666,667 APAC Public Warrants

• 8,233,333 APAC Private Placement Warrants

• 1,666,667 APAC Warrants issued in the Forward Purchase

• 1,445,489 APAC Warrants issued in the Redemption Backstop

Legacy OmniAb was determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

• Legacy OmniAb’s existing stockholders have the greatest voting interest in the Company with approximately 85% of the voting interest;

• Legacy OmniAb nominated a majority of the initial members of the Company’s Board;

• Legacy OmniAb’s senior management is the senior management of the Company;

• Legacy OmniAb is the larger entity based on historical operating activity and has the larger employee base; and

• The post-combination company assumed a Legacy OmniAb branded name: “OmniAb, Inc.”

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC was treated as the acquired company and Legacy OmniAb was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC were stated at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented for the period prior to the Business Combination are those of Legacy OmniAb.

Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the Company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date on which these unaudited pro forma condensed combined financial statements are prepared and are subject to change as additional information becomes available and analyses are performed.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2022

(in thousands)

	Legacy OmniAb (Historical)		APAC (Historical)			Autonomous Entity Adjustments (Note 3)			Transaction Accounting Adjustments (Note 3)				Pro Forma Combined
Assets
Cash and cash equivalents	$	—	$	20		$	1,840	(a)	$	237,189		(b)	$	95,776
										(4,025	)	(c)
										(16,178	)	(d)
										15,000		(e)
										(750	)	(i)
										(224,049	)	(m)
										86,729		(n)
Accounts receivable, net		4,722		—						(4,722	)	(j)		—
Prepaid expenses		1,125		404										1,529
Other current assets		7,168		—						(6,070	)	(d)		1,098
Total current assets		13,015		424			1,840			83,124				98,403
Investments held in Trust Account		—		237,189						(237,189	)	(b)		—
Deferred income taxes		902												902
Intangible assets, net		166,274		—										166,274
Goodwill		83,979		—										83,979
Property and equipment, net		19,375		—										19,375
Operating lease assets		21,456		—										21,456
Other assets		1,449		—										1,449
Total assets		306,450		237,613			1,840			(154,065	)			391,838
Liabilities
Accounts payable		6,275		6,302						(5,940	)	(d)		362
										(214	)	(d)
										(6,061	)	(j)
Accrued liabilities		4,092		1,619						(1,201	)	(d)		418
										(1,673	)	(d)
										(2,419	)	(j)
Convertible promissory note		—		750						(750	)	(i)		—
Derivative - Forward Purchase and Backstop Securities		—		1,596						(1,596	)	(f)		—
Current portion of contingent liabilities		1,693		—										1,693
Current portion of deferred revenue		9,202		—										9,202
Current portion of operating lease liabilities		1,530		—										1,530
Current portion of finance lease liabilities		1		—										1
Total current liabilities		22,793		10,267			—			(19,854	)			13,206
Long-term contingent liabilities		4,119		—										4,119
Deferred underwriting fee payable		—		4,025						(4,025	)	(c)		—
Deferred income taxes, net		16,021		—										16,021
Long-term operating lease liabilities		25,016		—										25,016
Long-term portion of deferred revenue		5,493		—										5,493
Other long-term liabilities		298												298
Total liabilities		73,740		14,292			—			(23,879	)			64,153
Commitments and contingencies
Class A ordinary shares subject to possible redemption		—		237,189						(237,189	)	(g)		—
Stockholders’ equity (deficit)
Preference shares		—		—										—
Ordinary shares
Class A		—		—						2		(g)		—
										(2	)	(h)
Class B		—		1						(1	)	(h)		—
Parent company net investment		232,710		—			1,840	(a)		3,758		(j)		—
										(238,308	)	(k)
OmniAb Common Stock		—		—						—		(e)		12
										3		(h)
										10		(k)
										(2	)	(m)
										1		(n)
Additional paid-in capital		—		—						(12,278	)	(d)		327,673
										237,187		(g)
										15,000		(e)
										1,596		(f)
										238,298		(k)
										(14,811	)	(l)
										(224,047	)	(m)
										86,728		(n)
Accumulated deficit		—		(13,869	)					(942	)	(d)		—
										14,811		(l)
Total stockholders’ equity (deficit)		232,710		(13,868	)		1,840			107,003				327,685
Total liabilities and stockholders’ equity (deficit)	$	306,450	$	237,613		$	1,840		$	(154,065	)		$	391,838

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF

OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(in thousands, except share and per share data)

	Legacy OmniAb (Historical)			APAC (Historical)			Autonomous Entity Adjustments (Note 3)		Transaction Accounting Adjustments (Note 3)					Pro Forma Combined
Revenues:
Royalty	$	984		$	—									$	984
License and milestone revenue		7,826			—										7,826
Service revenue		14,922			—										14,922
Total revenue		23,732			—			—		—					23,732
Operating expense:
Research and development		35,445			—										35,445
General and administrative		14,697			8,744					(90	)	(aa	)		23,351
Amortization of intangibles		9,774			—										9,774
Other operating expense (income) - net		(486	)		—										(486	)
Total operating expenses		59,430			8,744			—		(90	)				68,084
Loss from operations		(35,698	)		(8,744	)		—		90					(44,352	)
Other income (expense):
Gain on investments held in Trust Account		—			1,439					(1,439	)	(cc	)		—
Change in fair value of Forward Purchase and Backstop Securities		—			(1,147	)				1,147		(dd	)		—
Other income, net		—			292			—		(292	)				—
Loss before income taxes		(35,698	)		(8,452	)		—		(202	)				(44,352	)
Income tax benefit		6,544			—					4,544		(ee	)		11,088
Net loss	$	(29,154	)	$	(8,452	)	$	—	$	4,342				$	(33,264	)
Deemed dividend - Forward Purchase and Backstop Securities		—			(225	)				225		(ff	)		—
Net loss attributable to ordinary shareholders	$	(29,154	)	$	(8,677	)	$	—	$	4,567				$	(33,264	)
Basic and diluted weighted average shares outstanding					28,750,000					69,777,560		(gg	)		98,527,560
Basic and diluted net loss per share				$	(0.29	)								$	(0.34	)

4

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF

OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021

(in thousands, except share and per share data)

	Year Ended December 31, 2021 Legacy			For the period from February 5, 2021 (inception) through December 31, 2021			Autonomous Entity		Transaction Accounting					Year Ended December 31, 2021
	OmniAb (Historical)			APAC (Historical)			Adjustments (Note 3)		Adjustments (Note 3)					Pro Forma Combined
Revenues:
License and milestone revenue	$	14,664		$	—									$	14,664
Service revenue		20,084			—										20,084
Total revenue		34,748			—			—		—					34,748
Operating expense:
Research and development		39,232			—										39,232
General and administrative		16,947			516					(46	)	(aa	)		17,417
Amortization of intangibles		12,968			—										12,968
Other operating expense - net		1,210			—										1,210
Total operating expenses		70,357			516			—		(46	)				70,827
Loss from operations		(35,609	)		(516	)		—		46					(36,079	)
Other income (expense):
Interest expense		(7	)		—										(7	)
Other income (expense), net		1,266			—					(942	)	(bb	)		324
Other income (expense), net		1,259			—			—		(942	)				317
Loss before income taxes		(34,350	)		(516	)		—		(896	)				(35,762	)
Income tax benefit		7,308			—					1,633		(ee	)		8,941
Net loss	$	(27,042	)	$	(516	)	$	—	$	737				$	(26,821	)
Basic and diluted weighted average shares outstanding					15,178,572					83,348,988		(gg	)		98,527,560
Basic and diluted net loss per share				$	(0.03	)								$	(0.27	)

5

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC was treated as the acquired company and Legacy OmniAb was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC were stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination are those of Legacy OmniAb.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2022. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 has been prepared using, and should be read in conjunction with, the following:

• Legacy OmniAb’s unaudited combined balance sheet as of September 30, 2022 and the related notes included in Amendment No. 2 to our Current Report on Form 8-K with which this Exhibit is being filed; and

• APAC’s unaudited condensed consolidated balance sheet as of September 30, 2022 and the related notes included in APAC’s Quarterly Report on Form 10-Q filed on November 10, 2022.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 has been prepared using, and should be read in conjunction with, the following:

• Legacy OmniAb’s unaudited combined statement of operations for the nine months ended September 30, 2022 and the related notes included in Amendment No. 2 to our Current Report on Form 8-K with which this Exhibit is being filed; and

• APAC’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2022 and the related notes included in APAC’s Quarterly Report on Form 10-Q filed on November 10, 2022.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

• Legacy OmniAb’s audited combined statement of operations for the year ended December 31, 2021 and the related notes included in the Proxy Statement/Prospectus/ Information Statement; and

• APAC’s audited statement of operations for the period from February 5, 2021 (inception) through December 31, 2021 and the related notes included in the Proxy Statement/Prospectus/ Information Statement.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the completion of the Business Combination are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be

6

material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. They should be read in conjunction with the historical financial statements and notes thereto of Legacy OmniAb and APAC.

2. Accounting Policies and Reclassifications

In connection with closing of the Business Combination, management performed a review of Legacy OmniAb’s and APAC’s accounting policies and did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined consolidated statement of operations are based upon the number of the Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2021.

Autonomous Entity Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The autonomous entity adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2022 are as follows:

(a) Represents Ligand’s contribution to Legacy OmniAb of approximately $1,840,000 prior to the Distribution in accordance with the Separation Agreement. The $1,840,000 contribution amount represents $15,000,000 less approximately $13,160,000 of certain transaction and other expenses incurred by Ligand, which are eligible to be offset against the contribution amount in accordance with the Separation Agreement.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2022, are as follows:

(b) Reflects the reclassification of cash held in the Trust Account that became available following the Business Combination.

(c) Reflects the settlement of the deferred underwriting fee payable upon the closing of the Business Combination.

7

(d) Represents transaction costs incurred by Legacy OmniAb and APAC of approximately $14,164,000 and $8,622,000, respectively, for legal, financial and capital markets advisory and other professional fees. APAC’s estimated transaction costs exclude the deferred underwriting fee as described in Note 3(c) above.

For Legacy OmniAb’s transaction costs:

• $0.2 million were deferred in other current assets and accrued in accounts payables as of September 30, 2022;

• $1.7 million were deferred in other current assets and accrued in accrued liabilities as of September 30, 2022;

• $4.2 million were deferred in other current assets and paid by Ligand as of September 30, 2022. Amounts paid by Ligand as of September 30, 2022 were offset against the contribution amount in accordance with the Separation Agreement as described in Note 3(a) above;

• $8.1 million was reflected as a reduction of cash, which represents Legacy OmniAb’s transaction costs less amounts previously paid by Ligand as of September 30, 2022, and amounts accrued in accounts payable and accrued liabilities as of September 30, 2022, which were retained by Ligand pursuant to the Separation Agreement as described in Note 3(j) below; and

• $12.3 million were capitalized and offset against the proceeds from the Business Combination and reflected as a decrease in additional paid-in capital, which represents Legacy OmniAb’s transaction costs less the amounts accrued in accounts payable and accrued liabilities as of September 30, 2022, which were retained by Ligand pursuant to the Separation Agreement.

For APAC’s transaction costs:

• $5.9 million was accrued by APAC in accounts payable and recognized in expense as of September 30, 2022;

• $1.2 million was accrued by APAC in accrued liabilities and recognized in expense as of September 30, 2022;

• $0.5 million was recognized in expense and paid as of September 30, 2022;

• $8.1 million was reflected as a reduction of cash, which represents APAC’s transaction costs less amounts previously paid by APAC as of September 30, 2022; and

• $0.9 million was reflected as an adjustment to accumulated deficit as of September 30, 2022, which represents the total APAC transaction costs less $7.7 million previously recognized by APAC as of September 30, 2022. The costs expensed through accumulated deficit are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, as discussed in Note 3(bb) below.

(e) Reflects proceeds of $15,000,000 from the issuance and sale of 1,500,000 shares of OmniAb Common Stock, par value of $0.0001 per share, and 1,666,667 OmniAb Warrants in the Forward Purchase. The OmniAb Warrants issued in the Forward Purchase are equity classified under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”).

(f) Reflects the settlement of the Forward Purchase and Backstop Securities in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(g) Reflects the reclassification of $237,188,875 of APAC Class A Ordinary Shares, par value of $0.0001 per share, subject to possible redemption to permanent equity.

(h) Reflects the conversion of 23,000,000 APAC Class A Ordinary Shares and 5,750,000 APAC Class B Ordinary Shares into 28,750,000 shares of OmniAb Common Stock in the Domestication.

(i) Reflects the repayment of the convertible promissory note upon the closing of the Business Combination.

8

(j) Reflects adjustment to remove Legacy OmniAb’s accounts receivable, accounts payable and accrued liabilities at the Distribution Time. Pursuant to the Separation Agreement, accounts receivable, accounts payable and accrued liabilities accrued by Legacy OmniAb at any time up to and until the Distribution Time were retained by Ligand.

(k) Reflects the recapitalization of Legacy OmniAb’s parent company net investment into 97,611,789 shares of OmniAb Common Stock, par value of $0.0001 per share. The shares of OmniAb Common Stock include 82,611,789 shares of OmniAb Common Stock issued to holders of Legacy OmniAb Common Stock and 15,000,000 Earnout Shares. The Earnout Shares, which are issued and legally outstanding upon the closing of the Business Combination, are equity classified under ASC 815-40.

(l) Reflects the elimination of APAC’s historical accumulated deficit after recording the transaction costs to be incurred by APAC as described in Note 3(d) above.

(m) Represents redemptions of 21,713,864 APAC Class A Ordinary Shares for $224,048,747 allocated to shares of OmniAb Class A Common Stock and additional paid-in capital using par value of $0.0001 per share and at a redemption price of $10.32 per share.

(n) Reflects proceeds of $86,729,340 from the issuance and sale of 8,672,934 shares of OmniAb Common Stock, par value of $0.0001 per share, and 1,445,489 OmniAB Warrants to the Sponsor in the Redemption Backstop. The OmniAb Warrants issued in the Redemption Backstop are equity classified under ASC 815-40.

Autonomous Entity Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

Autonomous Entity Adjustments 

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 do not reflect an amount for an autonomous entity adjustment as management does not anticipate that the net costs derived from expected contractual arrangements, primarily related to the Transition Services Agreements and Employee Matters Agreement will be materially different than the historical costs for these same services that have been allocated by Ligand to Legacy OmniAb in its historical combined financial statements for the nine months ended September 30, 2022 and year ended December 31, 2021.

Management Adjustments for Incremental Costs 

Legacy OmniAb expects to incur incremental costs based on management actions and other dis-synergies that will result as a separate public company, which may be material to the Company’s financial results. These incremental costs, which are additional to the net costs expected to be incurred under the Transition Services Agreement and other contractual arrangements executed at closing, primarily include additional compensation expense from potential headcount increases, higher audit and tax fees, and other costs related to our IT, investor relations, finance and general and administrative functions. As these costs are based on certain discretionary management actions for which contractual agreements are not yet known or will occur following closing of the transaction, they are not considered as autonomous entity adjustments. Management has elected not to present Management’s Adjustments related to these incremental costs in the unaudited pro forma condensed combined financial information.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 are as follows:

(aa) Represents pro forma adjustment to eliminate historical expenses related to APAC’s administrative, financial and support services paid to the Sponsor, which terminated upon consummation of the Business Combination.

9

(bb) Reflects APAC transaction costs that were expensed upon the closing of the Business Combination. These costs are reflected as if incurred on January 1, 2021, the date the Business Combination is deemed to have occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.

(cc) Represents pro forma adjustment to eliminate gain on investments held in the Trust Account.

(dd) Reflects the elimination of the change in fair value of the Forward Purchase and Backstop Securities, which was settled in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(ee) Reflects the adjustment to income tax benefit as a result of the tax impact on the Business Combination at the estimated combined statutory tax rate of 25.0%.

(ff) Reflects the elimination of the deemed dividend on the Forward Purchase and Backstop Securities, which was settled in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(gg) The following reflects the adjustment to basic and diluted weighted average shares outstanding:

	Nine Months			Year Ended
	Ended September 30,			December 31,
	2022			2021
Issuance of shares of OmniAb Common Stock to holders of Legacy OmniAb Common Stock		82,611,789			82,611,789
Impact on APAC’s weighted average shares outstanding assuming APAC’s shares were outstanding since January 1, 2021, the beginning of the earlier period presented		—			13,571,428
Issuance of shares of OmniAb Common Stock in the Forward Purchase and Redemption Backstop		10,172,934			10,172,934
Redemptions of APAC Class A Ordinary Shares		(21,713,864	)		(21,713,864	)
Exclusion of Sponsor Earnout Shares (1)		(1,293,299	)		(1,293,299	)
		69,777,560			83,348,988

(1) Sponsor Earnout Shares are subject to certain vesting restrictions pursuant to the Sponsor Insider Agreement and the Merger Agreement, which are considered contingently issuable shares for which the milestones have not yet been achieved.

Refer to Note 4 “Loss Per Share” of this Unaudited Pro Forma Condensed Combined Financial Information for further information on the calculation of pro forma weighted average shares outstanding.

4. Net Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented.

10

	Nine Months			Year Ended
	Ended September 30,			December 31,
	2022			2021
Pro forma net loss (in thousands)	$	(33,264	)	$	(26,821	)
Pro forma weighted average shares outstanding, basic and diluted		98,527,560			98,527,560
Pro forma net loss per share, basic and diluted	$	(0.34	)	$	(0.27	)
Pro forma weighted average shares calculation, basic and diluted
APAC’s public shareholders		1,286,136			1,286,136
Sponsor & related parties (1)(2)		14,629,635			14,629,635
Legacy OmniAb stockholders (3)		82,611,789			82,611,789
Pro forma weighted average shares calculation, basic and diluted (4)		98,527,560			98,527,560

(1) The pro forma basic and diluted shares exclude 1,293,299 Sponsor Earnout Shares, which are subject to certain vesting restrictions pursuant to the Sponsor Insider Agreement and the Merger Agreement and are considered contingently issuable shares for which the milestones have not yet been achieved. The number of shares included reflects 4,351,701 shares held by the Sponsor and 105,000 shares held by three former directors of APAC.

(2) The pro forma basic and diluted shares include 1,500,000 shares of OmniAb Common Stock purchased by the Sponsor in the Forward Purchase and 8,672,934 shares of OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop.

(3) The pro forma basic and diluted shares exclude 15,000,000 Earnout Shares subject to certain vesting restrictions pursuant to the Merger Agreement. These Earnout Shares are considered contingently issuable shares for which the milestones have not yet been achieved.

(4) The pro forma diluted shares for the nine months ended September 30, 2022 and year ended December 31, 2021 exclude the following because including them would be antidilutive:

• 12,620,608 Legacy OmniAb Options

• 1,679,867 Legacy OmniAb RSUs and Legacy OmniAb PSUs

• 7,666,667 APAC Public Warrants

• 8,233,333 APAC Private Placement Warrants

• 1,666,667 APAC Warrants issued in the Forward Purchase

• 1,445,489 APAC Warrants issued in the Redemption Backstop

11

XML

Document and Entity Information	Nov. 01, 2022
Document And Entity Information [Line Items]
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	Nov. 01, 2022
Entity Registrant Name	OmniAb, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40720
Entity Tax Identification Number	98-1584818
Entity Address, Address Line One	5980 Horton Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	250-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	As previously reported in the Current Report on Form 8-K filed by the registrant on November 7, 2022 (the “Original Report”), on November 1, 2022, OmniAb, Inc. (formerly Avista Public Acquisition Corp. II (“APAC”)), a Delaware corporation, consummated the previously announced Business Combination (as defined below) (the “Closing”). As used in this Amendment No. 2 to the Current Report on Form 8-K (“Amendment No. 2”), unless otherwise stated or the context clearly indicates otherwise, the terms the “registrant,” the “Company,” “OmniAb,” “we,” “us,” and “our” refer to OmniAb, Inc., and its subsidiaries prior to the Closing. This Amendment No. 2 to the Original Report is being filed solely for the purpose of amending the disclosure under Item 2.01 - Completion of Acquisition or Disposition of Assets - Form 10 Information - Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (i) Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the three and nine months ended September 30, 2022 and September 30, 2021, (ii) the unaudited condensed combined financial statements of the Company as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and September 30, 2021, and (iii) the unaudited pro forma condensed combined financial information of the Company as of September 30, 2022 and for the three and nine months ended September 30, 2022 and year ended December 31, 2021.
Entity Central Index Key	0001846253
Common stock, $0.0001 par value per share [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	OABI
Security Exchange Name	NASDAQ
Warrants to purchase common stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	OABIW
Security Exchange Name	NASDAQ