Absci Corp

8-K · absc-20260604.htm iXBRL

0001672688 2026-06-04 2026-06-04

  

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 4, 2026

  

 ABSCI CORP ORATION
 (Exact name of registrant as specified in its charter)

  

 Delaware   001-40646   85-3383487
 (State or other jurisdiction
 of incorporation)
   (Commission
 File Number)
   (I.R.S. Employer
 Identification No.)

 18105 SE Mill Plain Blvd
 Vancouver , WA 98683
 (Address of principal executive offices, including zip code)
 ( 360 ) 949-1041
 (Registrant’s telephone number, including area code)
 Not Applicable
 (Former Name or Former Address, if Changed Since Last Report)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, $0.0001 par value per share ABSI The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company   ☒
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

  

 Item 5.07. Submission of Matters to a Vote of Security Holders.

 Absci Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026. As of April 7, 2026, the record date for the Annual Meeting, there were 155,447,428 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2026: (i) to elect each of Prof Sir Menelas Pangalos, Ph.D., and Daniel Rabinovitsj, as a Class II member of the Company's board of directors, to serve until the Company’s 2029 Annual Meeting of Stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal I”); and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal II”).

 The Company’s stockholders approved the Class II director nominees recommended for election in Proposal I at the Annual Meeting. The Company’s stockholders voted for the Class II directors as follows:

 Class II Director Nominees   For   Withhold   Broker
Non-Votes
 Prof Sir Menelas Pangalos, Ph.D.
   74,118,258 9,332,380 29,904,399
 Daniel Rabinovitsj 69,590,534 13,860,104 29,904,399

 The Company’s stockholders ratified the selection of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026 in Proposal II, with the votes cast as follows:

 For   Against   Abstain
 111,058,992 2,198,390 97,655

 No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Absci Corporation

 Date: June 5, 2026
 By:
 /s/ Shelby Walker
 Shelby Walker
 Chief Legal Officer