Absci Corporation filed SEC Form 8-K: Leadership Update
$ABSI
Biotechnology: Commercial Physical & Biological Resarch
Health Care
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): July 7, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 7, 2025, 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 Mary Szela to the Board effective July 7, 2025. Simultaneously with the effectiveness of Ms. Szela's appointment, the size of the Board will be fixed at seven directors and a third director position will be added among the Class III directors. Ms. Szela will serve as a Class III director of the Company, to hold office until the Company’s 2027 annual meeting of stockholders or until her earlier resignation, death, or removal. Ms. Szela currently serves as CEO, President and Director of Trisalus Life Sciences.
Pursuant to the Company’s Non-Employee Director Compensation Policy (as amended, the “Policy”), the Board approved granting Ms. Szela, as of July 7, 2025 (the “Grant Date”), an initial option to purchase 178,400 shares of the Company’s common stock at an exercise price per share equal to the closing market price on the NASDAQ Global Select Market of the Company’s common stock on the Grant Date (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 Ms. Szela 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). Ms. Szela will also receive an annual $40,000 cash retainer for her services on the Board, pursuant to the Policy.
Ms. Szela will enter 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 Ms. Szela and any other person pursuant to which Ms. Szela was appointed as a member of the Board. There are no family relationships between Ms. Szela, 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 Ms. Szela that are reportable pursuant to Item 404(a) of Regulation S-K.
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: July 8, 2025 | By: | /s/ Sean McClain | ||||||
| Sean McClain | ||||||||
| Founder & CEO | ||||||||