Absci Announces Proposed Public Offering of Common Stock
Absci intends to use the net proceeds from the offering to fund the advancement of its internally developed programs, continued investment in its Integrated Drug Creation™ platform, and for working capital and other general corporate purposes.
Morgan Stanley, J.P. Morgan, Jefferies, and TD Securities (USA) LLC are acting as joint book-running managers for the proposed offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering.
The shares of common stock are being offered by Absci pursuant to an effective shelf registration statement on Form S-3 (File No. 333-267043) that was previously filed with the U.S. Securities and Exchange Commission (SEC) on August 24, 2022 and became effective on September 2, 2022. The offering is being made only by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may be obtained, when available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by telephone: (866) 718-1649, or by email at prospectus@morganstanley.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388 or by email at prospectus_department@jefferies.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (833) 297- 2926, or by email at TD.ECM_Prospectus@tdsecurities.com; or by accessing the SEC's website at www.sec.gov. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Absci
Absci is a data-first generative AI drug creation company that combines AI with scalable wet lab technologies to create better biologics for patients, faster. Absci's headquarters is in Vancouver, WA, with our AI Research Lab in New York City and an Innovation Center in Zug, Switzerland.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Absci's anticipated public offering. The words 'may,' 'might,' 'will,' 'could,' 'would,' 'should,' 'expect,' 'plan,' 'anticipate,' 'intend,' 'believe,' 'expect,' 'estimate,' 'seek,' 'predict,' 'future,' 'project,' 'potential,' 'continue,' 'target' and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Any forward-looking statements in this press release, such as the intended offering terms, are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to market conditions, the completion of the public offering on the anticipated terms or at all, Absci's intention to grant the underwriters an option to purchase additional shares and the intended use of proceeds. These and other risks and uncertainties are described in greater detail in the section entitled 'Risk Factors' in Absci's Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as well as discussions of potential risks, uncertainties, and other important factors in Absci's other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the proposed public offering expected to be filed with the SEC. In addition, any forward-looking statements contained in this press release represent Absci's views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Absci explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.
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Interested parties may participate in the call by dialing: (800) 245-3047 (Domestic) (203) 518-9765(International) "INOTIV" (Conference ID) The live conference call webcast will be accessible in the Investors section of the Company's web site and directly via the following link: For those who cannot listen to the live broadcast, an online replay will be available in the Investors section of Inotiv's web site at: Note on Non-GAAP Financial Measures This press release contains financial measures that are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP:), including Adjusted EBITDA and Adjusted EBITDA as a percentage of total revenue for the three and nine months ended June 30, 2025 and 2024 and selected business segment information for those periods. 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Among other things, they may help investors evaluate the Company's ongoing operations. They can assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the business, including to allocate resources. Investors should consider these non-GAAP measures as supplemental and in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of our results and to illustrate our results giving effect to the non-GAAP adjustments. 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Further discussion of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in our Annual Report on Form 10-K as filed on December 4, 2024, as well as other filings we make with the Securities and Exchange Commission. Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 Service revenue $ 59,579 $ 54,364 $ 169,264 $ 165,188 Product revenue 71,104 51,422 205,618 195,134 Total revenue $ 130,683 $ 105,786 $ 374,882 $ 360,322 Costs and expenses: Cost of services provided (excluding depreciation and amortization of intangible assets) 42,983 39,622 125,719 117,362 Cost of products sold (excluding depreciation and amortization of intangible assets) 53,778 45,083 161,212 161,728 Selling 5,530 5,030 15,745 15,781 General and administrative 17,879 16,782 54,183 56,505 Depreciation and amortization of intangible assets 13,985 14,119 41,988 42,524 Other operating expense 2,203 5,902 155 39,661 Operating loss $ (5,675) $ (20,752) $ (24,120) $ (73,239) Other (expense) income: Interest expense, net (13,606) (12,116) (40,890) (34,568) Other income (expense) 519 (82) 464 1,092 Loss before income taxes $ (18,762) $ (32,950) $ (64,546) $ (106,715) Income tax benefit 1,185 6,863 4,473 16,721 Consolidated net loss $ (17,577) $ (26,087) $ (60,073) $ (89,994) Less: Net loss attributable to noncontrolling interests — — — (440) Net loss attributable to common shareholders $ (17,577) $ (26,087) $ (60,073) $ (89,554) Loss per common share Net loss attributable to common shareholders: Basic $ (0.51) $ (1.00) $ (1.89) $ (3.46) Diluted $ (0.51) $ (1.00) $ (1.89) $ (3.46) Weighted-average number of common shares outstanding: Basic 34,353 25,993 31,811 25,862 Diluted 34,353 25,993 31,811 25,862 June 30, September 30, 2025 2024 Assets Current assets: Cash and cash equivalents $ 6,215 $ 21,432 Trade receivables and contract assets, net of allowances for credit losses of $6,445 and $6,931, respectively 78,745 73,560 Inventories, net 45,074 18,173 Prepaid expenses and other current assets 43,535 50,248 Assets held for sale 2,016 — Total current assets 175,585 163,413 Property and equipment, net 182,335 188,328 Operating lease right-of-use assets, net 44,930 49,165 Goodwill 94,286 94,286 Other intangible assets, net 248,930 274,396 Other assets 13,671 11,773 Total assets $ 759,737 $ 781,361 Liabilities and shareholders' equity Current liabilities: Accounts payable $ 45,373 $ 33,526 Accrued expenses and other current liabilities 35,921 28,218 Fees invoiced in advance 40,251 41,986 Current portion of long-term operating lease 8,845 11,774 Current portion of long-term debt 6,206 3,538 Total current liabilities 136,596 119,042 Long-term operating leases, net 40,085 40,010 Long-term debt, less current portion, net of debt issuance costs 390,336 389,801 Other long-term liabilities 27,566 34,963 Deferred tax liabilities, net 21,369 27,041 Total liabilities 615,952 610,857 Shareholders' equity: Common shares, no par value: Authorized 74,000,000 shares at June 30, 2025 and at September 30, 2024; 34,354,251 issued and outstanding at June 30, 2025 and 26,015,129 at September 30, 2024 8,550 6,466 Additional paid-in capital 754,723 724,789 Accumulated deficit (622,261) (562,163) Accumulated other comprehensive income 2,773 1,412 Total equity 143,785 170,504 Total liabilities and shareholders' equity $ 759,737 $ 781,361 INOTIV, INC. (in thousands) (unaudited) Nine Months Ended June 30, 2025 2024 Operating activities: Consolidated net loss $ (60,073) $ (89,994) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 41,988 42,524 Employee stock compensation expense 4,644 5,118 Changes in deferred taxes (5,835) (17,407) Provision for expected credit losses (451) (1,282) Amortization of debt issuance costs and original issue discount 3,862 2,575 Non-cash interest and accretion expense 9,176 5,553 Other non-cash operating activities 1,083 (711) Changes in operating assets and liabilities: Trade receivables and contract assets (4,338) 24,876 Inventories (26,846) 17,520 Prepaid expenses and other current assets 6,877 942 Operating lease right-of-use assets and liabilities, net 1,382 1,092 Accounts payable 11,384 (4,931) Accrued expenses and other current liabilities 3,340 2,254 Fees invoiced in advance (1,868) (17,017) Other asset and liabilities, net (9,085) 24,455 Net cash used in operating activities (24,760) (4,433) Investing activities: Capital expenditures (13,938) (17,015) Proceeds from sale of property and equipment 1,522 5,432 Net cash used in investing activities (12,416) (11,583) Financing activities: Payments on revolving credit facility (20,000) — Payments on senior term notes and delayed draw term loans (4,254) (2,073) Borrowings on revolving credit facility 20,000 — Issuance of common shares 27,524 — Other financing activities, net (1,187) (2,816) Net cash provided by (used in) financing activities 22,083 (4,889) Effect of exchange rate changes on cash and cash equivalents (124) (153) Net decrease in cash and cash equivalents (15,217) (21,058) Cash and cash equivalents at beginning of period 21,432 35,492 Cash and cash equivalents at end of period $ 6,215 $ 14,434 Supplemental disclosure of cash flow information: Cash paid for interest 30,950 $ 27,398 Income taxes paid, net 714 $ 1,517 Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 DSA Revenue 48,150 44,219 136,304 135,548 Operating income 2,149 2,325 4,039 6,771 Operating income as a % of total revenue 1.6 % 2.2 % 1.1 % 1.9 % Add back: Depreciation and amortization 4,444 4,488 13,543 13,260 Restructuring costs (1) — 205 — 341 Startup costs (2) 591 772 1,708 2,569 Total non-GAAP adjustments to operating income 5,035 5,465 15,251 16,170 Non-GAAP operating income 7,184 7,790 19,290 22,941 Non-GAAP operating income as a % of DSA revenue 14.9 % 17.6 % 14.2 % 16.9 % Non-GAAP operating income as a % of total revenue 5.5 % 7.4 % 5.1 % 6.4 % RMS Revenue 82,533 61,567 238,578 224,774 Operating income (loss) 6,378 (7,447) 16,625 (32,973) Operating income (loss) as a % of total revenue 4.9 % (7.0 %) 4.4 % (9.2 %) Add back: Depreciation and amortization 9,365 9,401 27,953 28,781 Restructuring costs (1) 145 252 1,378 2,518 Amortization of inventory step up — 49 — 209 Legal Settlement (3) — — (7,550) — Other unusual, third party costs (4) 966 2,270 3,444 4,628 Resolution Agreement and Plea Agreement — 2,000 — 28,500 Total non-GAAP adjustments to operating income (loss) 10,476 13,972 25,225 64,636 Non-GAAP operating income 16,854 6,525 41,850 31,663 Non-GAAP operating income as a % of RMS revenue 20.4 % 10.6 % 17.5 % 14.1 % Non-GAAP operating income as a % of total revenue 12.9 % 6.2 % 11.2 % 8.8 % Unallocated Corporate Operating Loss (14,202) (15,630) (44,784) (47,037) Unallocated corporate operating loss as a % of total revenue (10.9) % (14.8) % (11.9) % (13.1) % Add back: Depreciation and amortization 176 230 492 483 Stock compensation expense 1,439 1,337 4,644 5,118 Acquisition and integration costs — — — 70 Total non-GAAP adjustments to operating loss 1,615 1,567 5,136 5,671 Non-GAAP operating loss (12,587) (14,063) (39,648) (41,366) Non-GAAP operating loss as a % of total revenue (9.6) % (13.3) % (10.6) % (11.5) % Total Revenue 130,683 105,786 374,882 360,322 Operating loss (5,675) (20,752) (24,120) (73,239) Operating loss as a % of total revenue (4.3) % (19.6) % (6.4) % (20.3) % Add back: Depreciation and amortization 13,985 14,119 41,988 42,524 Stock compensation expense 1,439 1,337 4,644 5,118 Restructuring costs (1) 145 457 1,378 2,859 Acquisition and integration costs — — — 70 Amortization of inventory step up — 49 — 209 Startup costs (2) 591 772 1,708 2,569 Legal Settlement (3) — — (7,550) — Other unusual, third party costs (4) 966 2,270 3,444 4,628 Resolution Agreement and Plea Agreement (5) — 2,000 — 28,500 Total non-GAAP adjustments to operating loss 17,126 21,004 45,612 86,477 Non-GAAP operating income 11,451 252 21,492 13,238 Non-GAAP operating income as a % of total revenue 8.8 % 0.2 % 5.7 % 3.7 % Adjustments to certain GAAP reported measures for the three and nine months ended June 30, 2025 and 2024 include, but are not limited to, the following: (1) For the three and nine months ended June 30, 2025, primarily represents non-cash impairment charges incurred in connection with the exit of multiple sites. For the three and nine months ended June 30, 2024, primarily represents costs incurred in connection with the exit of multiple sites and the enablement of the in-house integration of Inotiv's North American transportation operations. (2) For the three and nine months ended June 30, 2025 and 2024, primarily represents costs related to the development and initiation of new service offerings that are not yet revenue generating for the respective periods. (3) For the nine months ended June 30, 2025, represents the settlement payment we received from FNI. (4) For the three and nine months ended June 30, 2025, primarily represents third party and legal costs incurred in connection with the Resolution Agreement and Plea Agreement and fees incurred in connection with the FNI settlement discussed above. For the three and nine months ended June 30, 2024, primarily represents legal costs incurred in connection with the DOJ investigation and certain remediation costs. (5) For the three and nine months ended June 30, 2024, represents a charge related to the Resolution Agreement and Plea Agreement related to the DOJ investigation. Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 GAAP Consolidated Net Loss $ (17,577) $ (26,087) $ (60,073) $ (89,994) Adjustments Interest expense, net 13,606 12,116 40,890 34,568 Income tax benefit (1,185) (6,863) (4,473) (16,721) Depreciation and amortization 13,985 14,119 41,988 42,524 Stock compensation expense 1,439 1,337 4,644 5,118 Startup costs (1) 591 772 1,708 2,569 Restructuring costs (2) 145 457 1,378 2,859 Unrealized foreign exchange (gain) loss (527) 33 (43) (576) Amortization of inventory step up — 49 — 209 Loss (gain) on disposition of assets 133 (79) 230 (938) Legal Settlement (3) — — (7,550) — Other unusual, third party costs (4) 966 2,270 3,444 4,698 Resolution Agreement and Plea Agreement (5) — 2,000 — 28,500 Adjusted EBITDA $ 11,576 $ 124 $ 22,143 $ 12,816 GAAP consolidated net loss as a percent of total revenue (13.5)% (24.7)% (16.0)% (25.0)% Adjustments as a percent of total revenue 22.3 % 24.8 % 21.9 % 28.5 % Adjusted EBITDA as a percent of total revenue 8.9 % 0.1 % 5.9 % 3.6 % Adjustments to certain GAAP reported measures for the three and nine months ended June 30, 2025 and 2024 include, but are not limited to, the following: (1) For the three and nine months ended June 30, 2025 and 2024, primarily represents costs related to the development and initiation of new service offerings that are not yet revenue generating for the respective periods. (2) For the three and nine months ended June 30, 2025, primarily represents non-cash impairment charges incurred in connection with the exit of multiple sites. For the three and nine months ended June 30, 2024, primarily represents costs incurred in connection with the exit of multiple sites and the enablement of the in-house integration of Inotiv's North American transportation operations. (3) For the nine months ended June 30, 2025, represents the settlement payment we received from FNI. (4) For the three and nine months ended June 30, 2025, primarily represents third party and legal costs incurred in connection with the Resolution Agreement and Plea Agreement and fees incurred in connection with the FNI settlement discussed above. For the three and nine months ended June 30, 2024, primarily represents legal costs incurred in connection with the DOJ investigation and certain remediation costs. (5) For the three and nine months ended June 30, 2024, represents a charge related to the Resolution Agreement and Plea Agreement related to the DOJ investigation.
