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SCHEDULE 13D/A 0001425738 XXXXXXXX LIVE 2 Common Stock, $0.0001 par value per share 04/25/2025 false 0001672688 00091E109 Absci Corporation 18105 SE Mill Plain Blvd Vancouver WA 98683 Josh Garcia (415) 489-9980 One Letterman Drive Bldg D, Ste D3-300 San Francisco CA 94129 0001425738 N Redmile Group, LLC OO N DE 0.00 8335116.00 0.00 8335116.00 8335116.00 N 6.5 IA OO (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"). 0001650527 N Jeremy C. Green OO N X0 0.00 8335116.00 0.00 8335116.00 8335116.00 N 6.5 IN HC (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. 0001772230 N Redmile Biopharma Investments II, L.P. WC N DE 0.00 6267205.00 0.00 6267205.00 6267205.00 N 4.9 PN 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. Common Stock, $0.0001 par value per share Absci Corporation 18105 SE Mill Plain Blvd Vancouver WA 98683 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. 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(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. 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 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. See the response to Item 4. Redmile Group, LLC /s/ Jeremy C. Green Managing Member 04/29/2025 Jeremy C. Green /s/ Jeremy C. Green Jeremy C. Green 04/29/2025 Redmile Biopharma Investments II, L.P. /s/ Jeremy C. Green Managing Member of Redmile Biopharma Investments II (GP), LLC, general partner of Redmile Biopharma Investments II, L.P. 04/29/2025