What changed in this filing

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Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-30 · 42 added, 31 removed, 97 unchanged (43% of the section changed)

3 unchanged sentences

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on its evaluation, management concluded that our disclosure controls and procedures as of December 31, 2023 were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

3 unchanged sentences

Changes in Internal Control over Financial Reporting

We remediated the material weakness relating to our internal control over financial reporting, as described below.

Except as otherwise described herein, there was no change in our internal control over financial reporting that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weakness in Internal Control over Financial Reporting

We strengthened our internal control over financial reporting through hiring of additional finance and accounting personnel with the requisite technical knowledge and skills, implementation of appropriate segregation of duties, and formalization of accounting policies and controls.

Management believes that significant progress has been made in enhancing internal controls as of December 31, 2022 and has concluded that the enhanced controls are operating effectively.

The material weakness described in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2021 has been fully remediated.

There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted , modified or terminated a plan or other arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangements under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

20 unchanged sentences

Consolidated Financial Statements:

Consolidated Balance Sheet as of December 31, 2022 and 2021

Consolidated Balance Sheet s as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022

8 unchanged sentences

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 July 26, 2021 and incorporated herein by reference).

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.

7 unchanged sentences

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 ( filed as Exhibit 10.

1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed by Absci Corporation on November 9, 2022 and incorporated herein by reference ).

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).

2023 Inducement Plan and forms of a ward agreements thereunder .

Senior Executive Cash Incentive Bonus Plan (filed as Exhibit 10.4 to the Form S-1, File No.

5 unchanged sentences

333-257553, filed by Absci Corporation on July 15, 2021 and incorporated herein by reference).

10.8# Employment Agreement, by and between the Registrant and Gregory Schiffman, dated as of July 26, 2021 (filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed by Absci Corporation on September 7, 2021 and incorporated herein by reference).

10.9# Employment Agreement, by and between the Registrant and Sarah Korman, dated as of July 26, 2021.

(filed as Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2021, filed by Absci Corporation on March, 2022 and incorporated herein by reference) .

10.10# Separation Agreement by and between the Company and Matthew Weinstock dated September 30, 2022 (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed by Absci Corporation on November 9, 2022 and incorporated herein by reference).

10.11# Consulting Agreement by and between the Company and Matthew Weinstock dated October 4, 2022 (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed by Absci Corporation on November 9, 2022 and incorporated herein by reference) .

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) .

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, 202 3 , filed by Absci Corporation on November 14 , 202 3 and incorporated herein by reference) .

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) .

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) .

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) .

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).

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).

Subsidiaries o f the Registrant.

Consent of Independent Registered Accounting Firm.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

C ompensation 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.

# Represents management compensation plan, contract or arrangement.

6 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person those signature appears below constitutes and appoints Sean McClain and Gregory Schiffman, as their true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney‑in‑fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she could do in person, hereby ratifying and confirming all that said attorney‑in‑fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person those signature appears below constitutes and appoints Sean McClain and Zachariah Jonasson, as their true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney‑in‑fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she could do in person, hereby ratifying and confirming all that said attorney‑in‑fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 21, 2024

/s/ Gregory Schiffman

Gregory Schiffman

Chief Financial Officer (Principal Financial Officer)

March 30, 2023

/s/ Todd Bedrick

Chief Accounting Officer (Principal Accounting Officer)

/s/ Sean McClain

Founder, CEO (Principal Executive Officer) and Director

March 21, 2024

1 unchanged sentence

Zachariah Jonasson, Ph.D.

Chief Financial Officer (Principal Financial Officer) and Chief Business Officer

March 21, 2024

/s/ Ivana Magovcevic-Liebisch

Ivana Magovcevic-Liebisch, Ph.D.

/s/ Todd Bedrick

Chief Accounting Officer (Principal Accounting Officer)

March 21, 2024

1 unchanged sentence

Karen McGinnis, C.P.A.

Lead Independent Director

March 21, 2024

4 unchanged sentences

March 21, 2024

/s/ Frans van Houten

Frans van Houten, MSc

March 21, 2024

/s/ Joseph Sirosh

Joseph Sirosh, PhD

March 21, 2024

/s/ Menelas Pangalos

Prof Sir Menelas Pangalos, PhD

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures