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(Address
of principal executive offices, including zip code)
(i360) i949-1041
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, $0.0001 par value per share
iABSI
iThe 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 i☒
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. i☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors (the “Board”) of Absci Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dan Rabinovitsj to the Board effective that same date. Simultaneously with Mr. Rabinovitsj’s appointment, the size of the Board was fixed at seven (7) directors and a second director position was added among the Class II directors. Mr. Rabinovitsj will serve as a Class II director of the Company, to hold office until the
Company’s 2023 annual meeting of stockholders or until his earlier resignation, death, or removal. Upon his appointment, Mr. Rabinovitsj was also appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
Pursuant to the Company’s Non-Employee Director Compensation Policy (as amended, the “Policy”), the Board granted Mr. Rabinovitsj an initial option to purchase 57,400 shares of the Company’s common stock at an exercise price of $3.10, the closing market price on the NASDAQ Global Select Market of the Company’s common stock on November 1, 2022,
the date of grant (the “Option Grant”). The Option Grant will vest in equal monthly installments over three (3) years from the date of grant, provided, however that all vesting shall cease if Mr. Rabinovitsj resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The Option Grant shall become fully vested and exercisable upon a “Sale Event” (as such term is defined in the Company’s 2021 Stock Option and Incentive Plan). Mr. Rabinovitsj will also receive an annual $55,000 cash retainer for his services on the Board, the Audit Committee and the Nominating and Corporate Governance Committee, pursuant to the Policy.
Mr. Rabinovitsj has entered into the
Company’s standard form of indemnification agreement, which is filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on July 20, 2021. There are no arrangements or understandings between Mr. Rabinovitsj and any other person pursuant to which Mr. Rabinovitsj was appointed as a member of the Board. There are no family relationships between Mr. Rabinovitsj, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no transactions or relationships between the Company and Mr. Rabinovitsj that are reportable pursuant to Item
404(a) of Regulation S-K.
A copy of the press release announcing Mr. Rabinovitsj’s appointment as a director is attached hereto as Exhibit 99.1.
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.
