Absci Corp
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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FY2023 · Filed Mar 21, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)1. Financial Statements.
The following financial statements are filed as a part of this report:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 92 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 93 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 | 94 |
| Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022 | 95 |
| Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022 | 96 |
| Notes to the Consolidated Financial Statements | 97 |
(a) 2. Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because they are inapplicable or the required information is shown in the consolidated financial statements, or notes thereto, included herein.
(b)Exhibits.
The following exhibits are filed with this Annual Report on Form 10-K:
Exhibit Index
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger by and among Absci Corporation, Target Discovery Merger Sub I, Inc., Target Discovery Merger Sub II, LLC and Totient, Inc., dated June 4, 2021 (filed as Exhibit 2.1 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 8, 2021 and incorporated herein by reference). |
| 3.1 | Amended and Restated Certificate of Incorporation of Absci Corporation (filed as Exhibit 3.1 to the Form 8-K, File No. 001-40646, filed by Absci Corporation on June 16, 2023 and incorporated herein by reference). |
| 3.2 | Amended and Restated Bylaws of the Absci Corporation (filed as Exhibit 3.1 to the Form 8-K, File No. 001-40646, filed by Absci Corporation on December 15, 2022 and incorporated herein by reference). |
| 4.1 | Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 19, 2021). |
| 4.2 | Investors’ Rights Agreement by and among the Registrant and certain of its stockholders dated October 19, 2020 (filed as Exhibit 4.2 to the Form S-1, File No. 333-257553, filed by Absci Corporation on June 30, 2021 and incorporated herein by reference). |
| 4.3 | Description of the Registrant’s Securities (filed as Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2021 filed by Absci Corporation on March 22, 2022). |
| 10.1# | 2020 Stock Option and Grant Plan and forms of award agreements thereunder (filed as Exhibit 10.1 to the Form S-1, File No. 333-257553, filed by Absci Corporation on June 30, 2021 and incorporated herein by reference). |
| 10.2*# | 2021 Stock Option and Incentive Plan and forms of award agreements thereunder. |
| 10.3# | 2021 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 15, 2021 and incorporated herein by reference). |
| 10.4*# | 2023 Inducement Plan and forms of award agreements thereunder. |
| 10.5# | Senior Executive Cash Incentive Bonus Plan (filed as Exhibit 10.4 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 15, 2021 and incorporated herein by reference). |
| 10.6# | Amended and Restated Non-Employee Director Compensation Policy (filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed by Absci Corporation on August 14, 2023 and incorporated herein by reference). |
| 10.7# | Form of Indemnification Agreement by and between the Registrant and each of its directors and officers (filed as Exhibit 10.8 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 19, 2021 and incorporated herein by reference). |
| 10.8# | Employment Agreement, by and between the Registrant and Sean McClain, dated as of July 26, 2021 (filed as Exhibit 10.13 to the Form S-1, File No. 333-257553, filed by Absci Corporation on July 15, 2021 and incorporated herein by reference). |
| 10.9# | Employment Agreement, by and between Absci GmbH and Andreas Busch, dated as of September 30, 2022 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed by Absci Corporation on August 14, 2023 and incorporated herein by reference). |
| 10.10# | Offer Letter, by and between Absci Corporation and Zachariah Jonasson, dated August 12, 2023 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed by Absci Corporation on November 14, 2023 and incorporated herein by reference). |
| 10.11# | Employment Agreement, by and between Absci Corporation and Zachariah Jonasson, dated August 31, 2023 (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed by Absci Corporation on November 14, 2023 and incorporated herein by reference). |
| 10.12# | Transition Agreement, by and between Absci Corporation and Gregory Schiffman, dated August 14, 2023 (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed by Absci Corporation on November 14, 2023 and incorporated herein by reference). |
| 10.13# | Separation Agreement, by and between Absci Corporation and Sarah Korman, dated August 16, 2023 (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed by Absci Corporation on November 14, 2023 and incorporated herein by reference). |
| 10.14 | Lease, by and between the Registrant and Columbia Tech Center, L.L.C., dated as of December 2, 2020, as amended by First Lease Modification Agreement, dated as of March 8, 2021 (filed as Exhibit 10.11 to the Form S-1, File No. 333-257553, filed by Absci Corporation on June 30, 2021 and incorporated herein by reference). |
| 10.15 | Sales Agreement, dated June 16, 2023, by and between the Registrant and Cowen and Company, LLC (filed as Exhibit 1.1 to the Current Report on Form 8-K filed by Absci Corporation on June 16, 2023 and incorporated herein by reference). |
| 21.1* | Subsidiaries of the Registrant. |
| 23.1* | Consent of Independent Registered Accounting Firm. |
| 24.1* | Power of Attorney (reference is made to the signature page hereto). |
| 31.1* | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2† | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1*# | Compensation Recovery Policy of the Registrant. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
- Filed herewith.
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