abcl-20230524
0001703057false00017030572023-05-242023-05-24

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): May 24, 2023
__________________________________________
AbCellera Biologics Inc.
(Exact name of registrant as specified in its charter)
__________________________________________
British Columbia001-39781Not Applicable
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2215 Yukon Street
Vancouver, BC
V5Y 0A1
(Address of registrant’s principal executive office)(Zip code)
(604) 559-9005
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common sharesABCLThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o


Item 1.01    Entry into a Material Definitive Agreement

On May 24, 2023, AbCellera Biologics Inc. (the “Company”) entered into a multi-year contribution agreement with each of the Government of Canada (the “Canada Contribution Agreement”) and the Government of British Columbia (the “BC Contribution Agreement” and, together with the Canada Contribution Agreement, the “Agreements”) to build new capabilities and infrastructure to develop innovative antibody-based medicines (the “project”). Under the Agreements, over the next eight years, the Company plans to invest more than $296 million (CA$400 million) in the project, and the Governments of Canada and British Columbia will contribute $167 million (CA$225 million) and $56 million (CA$75 million), respectively. These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research.

Pursuant to the Canada Contribution Agreement, the Government of Canada has committed up to $166.7 million (CA$225.0 million), of which $41.6 million (CA$56.2 million) is not repayable, $58.4 million (CA$78.8 million) is repayable and $66.7 million (CA$90.0 million) is conditionally repayable. Both the repayable and conditionally repayable amounts are repayable starting in 2033, with the repayable funding payable over fifteen (15) years and the conditionally repayable portion repaid based on a percentage rate of the Company’s revenue over a period of up to fifteen (15) years at a factor of up to 1.4 times the original conditionally repayable grant. In addition, the Company is entitled to partial reimbursement of certain eligible expenses under the Canada Contribution Agreement. Receipt of funds is dependent upon the Company’s co-investment expenditures over the term of the Canada Contribution Agreement. The Canada Contribution Agreement will expire on the later of April 30, 2047, or the date of the last repayment, unless earlier terminated.

Pursuant to the BC Contribution Agreement, the Government of British Columbia has committed up to $55.6 million (CA$75.0 million) which includes partial reimbursement of certain eligible expenditures up to $27.8 million (CA$37.5 million) towards eligible infrastructure investments paid over five years; and a $27.8 million (CA$37.5 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in British Columbia. The $55.6 million (CA$75.0 million) is repayable starting in 2032, over up to fifteen (15) years, up to a maximum of $48.0 million (CA$64.0 million) based on a percentage rate of the Company’s revenue exceeding a given threshold. The BC Contribution Agreement will expire on the date of the last repayment, unless earlier terminated.

Under the Agreements, the Company has agreed to certain financial and non-financial covenants and other obligations in relation to the project, including the maintenance of certain gross capital expenditures in Canada, certain research and development expenditures in Canada, and the achievement of certain headcount requirements in Canada. In addition, the Company has granted notice and consent rights to the counterparties upon certain events related to a change in control (as defined in the Agreements) of the Company.

Pursuant to the Agreements, certain customary events of default, such as the Company’s breach of its covenants and obligations under the respective Agreements, its insolvency, winding up or dissolution, and other similar events, may permit the Governments of Canada and British Columbia to declare an event of default under the respective Agreements. Upon an event of default, subject to applicable cure, the Governments of Canada and British Columbia may exercise a number of remedies, including suspending or terminating funding under the respective Agreements, demanding repayment of funding previously received and/or terminating the respective Agreements. This funding and its associated conditional repayments are not secured by any of AbCellera’s assets or that of the project.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the Agreements, copies of which will be filed with the Company’s quarterly report on Form 10-Q for the quarter ending June 30, 2023.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

On May 24, 2023, the Company issued a press release announcing, among other things, the project and entry by the Company into the Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.



Item 9.01    Financial Statements and Exhibits
(d)Exhibits
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File (embedded as Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 24, 2023ABCELLERA BIOLOGICS INC.
 
By:/s/ Carl L. G. Hansen
Carl L. G. Hansen, Ph.D.
Chief Executive Officer and Director
(Principal Executive Officer)

a991prexhibit
1 NEWS RELEASE AbCellera Partners with the Governments of Canada and British Columbia to Advance Drug Development Capabilities and Infrastructure that Will Accelerate Innovative Medicines to Patients MAY 24, 2023 • CA$701 million co-investment to strengthen capabilities and infrastructure for drug development, manufacturing, and clinical research in Canada • AbCellera to build state-of-art facilities and technologies capable of developing new antibody medicines from a disease target to the completion of Phase 1 clinical trials • AbCellera to collaborate with clinical researchers across Canada to design and conduct Phase 1 trials that deliver promising new medicines to patients for a broad range of diseases, with an initial focus on cancer and immune diseases • The project is expected to create hundreds of new high-skilled jobs at AbCellera VANCOUVER, British Columbia-- AbCellera (Nasdaq: ABCL) today announced a CA$701 million co- investment with the Governments of Canada and British Columbia to build new capabilities and infrastructure to develop innovative antibody-based medicines and strengthen Canada’s leadership in

 
2 clinical research, manufacturing, and drug development. Over the next eight years, AbCellera plans to invest CA$401 million in the project, and the Governments of Canada and British Columbia will contribute CA$225 million and CA$75 million, respectively. These investments will build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research. AbCellera’s team was joined earlier today at the company’s headquarters in Vancouver by the Honourable David Eby, Premier of British Columbia, the Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry, and the Honourable Brenda Bailey, Minister of Jobs, Economic Development and Innovation to announce this new program. “This project, and the commitment to co-invest alongside the Governments of Canada and British Columbia, is a major step towards building the capabilities in Canada to translate scientific breakthroughs into new medicines that will benefit patients here, and around the world,” said Carl Hansen, Ph.D., founder and CEO of AbCellera. “With a decade of building our teams, technology, and expertise, this co-investment will accelerate the execution of our strategy and bring new treatments into clinical development.” “AbCellera is an amazing local success story and today’s commitment represents the largest single private investment in a life sciences project in our history,” said Premier David Eby. “This partnership will ensure British Columbians see the benefit of access to innovative therapies through clinical trials, while creating hundreds of good jobs and local training opportunities as we position B.C. as a global hub for life sciences and biomanufacturing.” “In 2020, our government made a promise to Canadians that we would build back our life sciences ecosystem. And today, we are once again delivering on that promise by partnering with AbCellera, a company at the cutting edge of technology. Its project will make sure that Canada is at the forefront of antibody drug development, while also strengthening our life sciences sector,” said the Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry. “We are not only making our country a major player in the global biomanufacturing and life sciences industry, but also boosting Canada’s economy and creating good jobs for Canadians.” “Ensuring local, made-in-B.C. companies have the resources they need to succeed on a global scale is a key part of our StrongerBC Economic Plan,” said the Honourable Brenda Bailey, Minister of Jobs, Economic Development and Innovation. “It wasn’t long ago that AbCellera emerged out of the University of British Columbia to become a global biotech leader saving lives around the world. We’ve supported AbCellera from the very beginning, and this commitment to its success is a commitment to the success of a strong and sustainable economy right here in B.C.”

 
3 Project Details: • Build a biotech campus with state-of-the-art capabilities for bringing new antibody-based medicines to the clinic, and patients, faster • Initiate up to 17 drug development programs for new antibody-based medicines, with an initial focus on cancer and immune diseases • Conduct multiple Phase 1 clinical trials in British Columbia and across Canada • Create and maintain hundreds of highly skilled jobs at AbCellera across computer science, life sciences, healthcare, and manufacturing “Our government will do everything it can to keep Canadians healthy and safe, including continuing investments into innovative medicines that save lives. By partnering with AbCellera, we are expanding our domestic life sciences and biotechnology ecosystem, which will strengthen our antibody drug development and help address unmet medical needs. Together with our partners, we will keep strengthening our health care system to improve health outcomes for all,” said the Honourable Jean-Yves Duclos, Minister of Health. “Today’s announcement is another example of our government continuing to deliver on our promise to rebuild a strong and robust biomanufacturing and life sciences sector. This partnership with AbCellera will help position Canada as an international leader within the biotech community and directly benefit British Columbia’s economy,” said the Honourable Harjit S. Sajjan, Minister of International Development and Minister responsible for the Pacific Economic Development Agency of Canada. “Our government is pleased to support AbCellera and its employees who are working hard to discover and develop next-generation therapeutic antibodies. Today’s announcement is another milestone in building world-leading technological capabilities in our country and filling the gaps in drug development and clinical research not only in British Columbia, but also in the Canadian life sciences ecosystem. This will create more good local jobs and economic benefits for decades to come,” said the Honourable Jonathan Wilkinson, Minister of Natural Resources and member of Parliament for North Vancouver. About AbCellera Biologics Inc. AbCellera is breaking the barriers of conventional antibody drug discovery to bring better medicines to patients, sooner. AbCellera’s engine integrates expert teams, technology, and facilities with the data science and automation needed to propel antibody-based medicines from target to clinic in nearly every therapeutic area with precision and speed. AbCellera provides innovative biotechs and leading pharmaceutical companies with a competitive advantage that empowers them to move quickly, reduce cost, and tackle the toughest problems in drug development. For more information, please visit www.abcellera.com. AbCellera Forward-Looking Statements This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements

 
4 are based on management’s current beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward- looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts, and other matters regarding our business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law. Contacts: AbCellera Media: Jessica Yingling, Ph.D.; media@abcellera.com, +1(236)521-6774 Business Development: Murray McCutcheon, Ph.D.; bd@abcellera.com, +1(604)559-9005 Investor Relations: Josephine Hellschlienger, Ph.D.; ir@abcellera.com, +1(778)729-9116 Government of Canada Laurie Bouchard Director of Communications Office of the Minister of Innovation, Science and Industry laurie.bouchard@ised-isde.gc.ca Media Relations Innovation, Science and Economic Development Canada media@ised-isde.gc.ca Government of British Columbia

 
5 Ministry of Jobs, Economic Development and Innovation Media Relations +1(778)587-4521 Source: AbCellera Biologics Inc.