Redmile Group Amends Absci Corp 13D Filing

TL;DR

Redmile Group updated their Absci stake filing on 3/5/24. Watch this space.

AI Summary

Redmile Group, LLC, through its affiliate Redmile Biopharma Investments II, L.P., has filed an amendment (Amendment No. 1) to its Schedule 13D for Absci Corporation, dated March 5, 2024. This filing indicates a change in beneficial ownership of Absci Corporation's common stock.

Why It Matters

This amendment signals a potential shift in significant stakeholder positions, which could influence Absci Corporation's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor strategy, potentially impacting stock price and corporate governance.

Key Players & Entities

• Redmile Group, LLC (company) — Filer of the Schedule 13D amendment
• Redmile Biopharma Investments II, L.P. (company) — Affiliate of Redmile Group, LLC, involved in beneficial ownership
• Absci Corporation (company) — Subject company of the Schedule 13D filing
• Jeremy C. Green (person) — Group member associated with the filing

FAQ

Key Financial Figures

• $0.0001 — ation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $4.50 — mon Stock at a public offering price of $4.50 per share and granted to the underwrite

Filing Documents

• tm247653d1_sc13da.htm (SC 13D/A) — 74KB
• tm247653d1_ex99-6.htm (EX-99.6) — 30KB
• 0001104659-24-031093.txt ( ) — 105KB

Security and Issuer

ITEM 1. Security and Issuer. The last sentence of Item 1 is hereby amended and restated in its entirety as follows: The principal executive offices of the Issuer are located at 18105 SE Mill Plain Blvd., Vancouver, WA 98683.

Identity and Background

ITEM 2. Identity and Background. The section in Item 2 of the Prior Schedule 13D entitled “Jeremy C. Green” is hereby amended and restated in its entirety as follows: Jeremy C. Green The principal occupation of Jeremy C. Green is managing member of Redmile Group, LLC. The business address of Jeremy C. Green is c/o Redmile Group, LLC (NY Office), 45 W. 27 th Street, Floor 11, New York, New York 10001. Jeremy C. Green is a citizen of the United Kingdom.

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration. The paragraph below is hereby added after the last paragraph in Item 3 of the Prior Schedule 13D: In an underwritten public offering (the “ Offering ”) on March 1, 2024, the Issuer sold an aggregate of 16,700,000 shares of its Common Stock at a public offering price of $4.50 per share and granted to the underwriters an option to purchase up to an additional 2,505,000 shares of Common Stock at the public offering price less the underwriting discounts and commissions, which option may be exercised within 30 days from the date of the final prospectus supplement relating to the Offering (the “ Prospectus Supplement ”). RBI II purchased 111,111 shares of Common Stock in the Offering at the public offering price. Another Redmile Fund also purchased 111,111 shares of Common Stock in the Offering at the public offering price. The source of funds for the purchases of Common Stock in the Offering was the working capital of the participating Redmile Funds.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer.

of the Prior Schedule 13D is hereby amended

Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: (a) 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 28,700 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 112,141,980 shares of Common Stock outstanding after the Offering, as disclosed in the Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on

Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

of the Prior Schedule 13D is hereby amended

Item 6 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately prior to the last paragraph of Item 6: Offering Lock-Up Agreement On February 26, 2024, Amrit Nagpal entered into a lock-up agreement (the “ Lock-Up Agreement ”) pursuant to which he agreed, subject to certain exceptions, that during the period commencing upon the date of the lock-up agreements until the date that is 90 days after the date of the Prospectus Supplement, Mr. Nagpal would not (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of his Common Stock (or securities convertible into or exchangeable for shares of Common Stock), (ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of his Common Stock, (iii) make any demand for or exercise any right with respect to the registration of any of his Common, or (iv) publicly announce the intention to do any of the foregoing . Mr. Nagpal’s covenants under his Lock-Up Agreement do not apply with respect to the Issuer’s securities acquired by RBI II or any other pooled investment vehicle managed by Redmile. The foregoing summary of the Lock-Up Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 99.6 to this Schedule 13D and is incorporated herein by reference. 6

Material to Be Filed as Exhibits

ITEM 7. Material to Be Filed as Exhibits. The exhibit list in Item 7 of the Prior Schedule 13D is hereby amended and supplemented by adding Exhibit 99.6, and the remainder of Item 7 of the Prior Schedule 13D is unchanged and the exhibits listed therein have been previously filed. Exhibit Number Description Exhibit 99.6 Form of Lock-Up Agreement, dated February 26, 2024, for Amrit Nagpal 7 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. Dated: March 5, 2024 REDMILE GROUP, LLC /s/ Jeremy C. Green Name: Jeremy C. Green Title: Managing Member Dated: March 5, 2024 /s/ Jeremy C. Green JEREMY C. Green Dated: March 5, 2024 redmile biopharma investments ii, l.p. By: Redmile biopharma Investments II (GP), LLC, its general partner /s/ Jeremy C. Green Name: Jeremy C. Green Title: Managing Member 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR