Amendment: SEC Form SCHEDULE 13D/A filed by Absci Corporation
$ABSI
Biotechnology: Commercial Physical & Biological Resarch
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Absci Corporation (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
00091E109 (CUSIP Number) |
Josh Garcia One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA, 94129 (415) 489-9980 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00091E109 |
| 1 |
Name of reporting person
Redmile Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,335,116.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
(1) The source of funds was working capital of certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Funds"), including Redmile Biopharma Investments II, L.P.
(2) The shares of common stock, $0.0001 par value per share, of the Issuer (the "Common Stock") that may be deemed beneficially owned by the Reporting Person are held directly by the Redmile Funds. Redmile Group, LLC is the investment manager of the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Redmile Group, LLC disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest in such shares, if any.
(3) Percent of class calculated based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025, as disclosed in the Issuer's proxy statemnet filed with the SEC pursuant to Section 14(a) under the Securities Exchange Act of 1934 on April 28, 2025 (the "Proxy Statement").
SCHEDULE 13D
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| CUSIP No. | 00091E109 |
| 1 |
Name of reporting person
Jeremy C. Green | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,335,116.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) The source of funds was working capital of the Redmile Funds.
(2) The shares of Common Stock that may be deemed beneficially owned by the Reporting Person are held directly by the Redmile Funds. Jeremy C. Green serves as the managing member of Redmile Group, LLC and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Mr. Green disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any.
(3) Percent of class calculated based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025 as disclosed in the Proxy Statement.
SCHEDULE 13D
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| CUSIP No. | 00091E109 |
| 1 |
Name of reporting person
Redmile Biopharma Investments II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,267,205.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent of class calculated based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025 as disclosed in the Proxy Statement.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Absci Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
18105 SE Mill Plain Blvd, Vancouver,
WASHINGTON
, 98683. | |
Item 1 Comment:
This amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the original Schedule 13D filed with the SEC on August 2, 2021, which was previously amended and supplemented by that Amendment No. 1 to Schedule 13D filed with the SEC on March 5, 2024 (collectively, the "Prior Schedule 13D"), by Redmile Group, LLC, Jeremy C. Green, and Redmile Biopharma Investments II, L.P., relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Absci Corporation, a Delaware corporation (the "Issuer").
Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 2, the Prior Schedule 13D is unchanged. | ||
| Item 4. | Purpose of Transaction | |
The paragraph below is hereby added prior to the last paragraph in Item 4 of the Prior Schedule 13D:
Effective as of April 25, 2025, Amrit Nagpal resigned from his position as a member of the Issuer's Board of Directors. Mr. Nagpal's resignation was not the result of any disagreement with the Issuer on any matter regarding its operations, policies, or practices. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of 8,253,316 shares of Common Stock held by the Redmile Funds (including the 6,267,205 shares of Common Stock held directly by RBI II), plus 81,800 shares of Common Stock subject to options to purchase shares of Common Stock that are exercisable within 60 days of the date of this filing (the "Options"). Redmile is the investment manager to the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaims beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
The Options were granted to Amrit Nagpal, a managing director of Redmile, in connection with his service as a member of the Issuer's Board of Directors. Pursuant to the policies of Redmile, Mr. Nagpal holds the Options as a nominee on behalf, and for the sole benefit, of Redmile and its affiliates and has assigned all economic, pecuniary and voting rights in respect of the Options to Redmile. Redmile and Mr. Green each disclaim beneficial ownership of the Options, except to the extent of its or his pecuniary interest in such Options, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities any purpose.
For purposes of this Schedule 13D, the percent of class was calculated based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025 as disclosed in the Proxy Statement. | |
| (b) | Item 5(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:
Redmile Group, LLC:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 8,335,116
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 8,335,116
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 8,335,116
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 8,335,116
Redmile Biopharma Investments II, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 6,267,205
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 6,267,205 | |
| (e) | Redmile Biopharma Investments II, L.P. ceased to be a beneficial owner of more than five percent of the Issuer's Common Stock as of March 18, 2025, at which time the reported number of the issuer's outstanding shares reduced the reporting person's beneficial ownership interest below five percent. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See the response to Item 4. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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