SCHEDULE 13D/A: Redmile Group Updates Absci Stake, Reports Director Resignation

Redmile Group, LLC and its managing member Jeremy C. Green updated their beneficial ownership in Absci Corporation to 6.5%, while noting the resignation of Amrit Nagpal from Absci's Board of Directors.

Summary

• This Amendment No. 2 to Schedule 13D updates the beneficial ownership information of Redmile Group, LLC, Jeremy C. Green, and Redmile Biopharma Investments II, L.P. in Absci Corporation.
• Effective April 25, 2025, Amrit Nagpal resigned from his position as a member of Absci Corporation's Board of Directors. His resignation was explicitly stated not to be the result of any disagreement with the Issuer regarding its operations, policies, or practices.
• Redmile Group, LLC and Jeremy C. Green collectively beneficially own 8,335,116 shares of Absci Common Stock, which represents 6.5% of the class.
• This aggregate ownership includes 8,253,316 shares held directly by the Redmile Funds and an additional 81,800 shares subject to options exercisable within 60 days.
• Redmile Biopharma Investments II, L.P. directly holds 6,267,205 shares, accounting for 4.9% of the class.
• Redmile Biopharma Investments II, L.P. ceased to be a beneficial owner of more than five percent of Absci's Common Stock as of March 18, 2025, due to the reported number of the issuer's outstanding shares increasing, which reduced their beneficial ownership interest below the five percent threshold.
• The percentage of class calculations are based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025, as disclosed in Absci's proxy statement filed on April 28, 2025.
• The source of funds for the acquisition of these shares was working capital of certain private investment vehicles managed by Redmile Group, LLC.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. The resignation of a director is a change, but the explicit statement that it was not due to disagreement is positive. The continued significant stake by Redmile Group is also positive, even if one fund's percentage dipped below 5% due to dilution rather than selling.

Positives

• The resignation of Amrit Nagpal from the Board was explicitly stated not to be due to any disagreement with Absci Corporation, suggesting an amicable departure and no underlying operational or policy disputes.
• Redmile Group, LLC and Jeremy C. Green maintain a significant beneficial ownership stake of 6.5% in Absci Corporation, indicating continued investment interest from a specialized biopharma investor.

Negatives

• Redmile Biopharma Investments II, L.P. reduced its percentage ownership below 5% as of March 18, 2025, which, while explained by an increase in outstanding shares, means a specific fund's proportional stake is no longer considered a major beneficial ownership.

Risks

• The document does not detail specific risks related to Absci Corporation's operations or financial performance; it primarily focuses on beneficial ownership updates and a director change.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Absci Corporation's future operations or financial performance. It is solely an update on beneficial ownership and a director change.

Management Comments

• "Mr. Nagpal's resignation was not the result of any disagreement with the Issuer on any matter regarding its operations, policies, or practices."

Industry Context

This filing is a routine disclosure of changes in significant beneficial ownership and board composition for a publicly traded biotechnology company. The continued substantial stake held by Redmile Group, a specialized biopharma investor, suggests ongoing confidence in the sector or Absci's specific prospects, despite one of its funds dropping below the 5% threshold due to share dilution rather than divestment.

Comparison to Industry Standards

• This Schedule 13D filing is a standard regulatory disclosure required when a beneficial ownership stake changes or a director associated with a significant shareholder resigns. The information provided is factual and adheres to SEC reporting requirements.
• No specific comparable companies, projects, or financial results are mentioned within the document to allow for a direct comparison of performance against industry benchmarks. The focus is on ownership structure and a governance change rather than operational or financial results.

Management Changes

Corporate Governance

Related Party Transactions

• The document clarifies that Amrit Nagpal, a managing director of Redmile, held options to purchase Absci shares as a nominee on behalf of Redmile and its affiliates, having assigned all economic, pecuniary, and voting rights in respect of these options to Redmile.

Stakeholder Impact

• Shareholders: Provides transparency on a significant institutional investor's stake and a change in board composition. The continued substantial ownership by Redmile Group may be viewed positively.
• Management: The resignation of a director, even if amicable, requires board adjustments.
• Employees, Customers, Suppliers, Creditors: No direct impact mentioned or implied by this filing.

Next Steps

• Absci Corporation will continue its operations and board activities.
• Redmile Group, LLC and Jeremy C. Green will continue to hold their beneficial ownership in Absci Corporation.
• Future Schedule 13D amendments would be filed if there are further material changes to beneficial ownership or the purpose of holding the securities.

Key Dates

Recommendation

Keywords

Absci Corporation, Redmile Group, Schedule 13D, Beneficial Ownership, Director Resignation, Common Stock, Institutional Investor, Biopharma Investments