0001104659-21-094586.txt : 20210721 0001104659-21-094586.hdr.sgml : 20210721 20210721213102 ACCESSION NUMBER: 0001104659-21-094586 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210721 FILED AS OF DATE: 20210721 DATE AS OF CHANGE: 20210721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40646 FILM NUMBER: 211105839 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Biopharma Investments II, L.P. CENTRAL INDEX KEY: 0001772230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40646 FILM NUMBER: 211105838 BUSINESS ADDRESS: STREET 1: LETTERMAN DIGITAL ARTS CENTER STREET 2: ONE LETTERMAN DRIVE, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: LETTERMAN DIGITAL ARTS CENTER STREET 2: ONE LETTERMAN DRIVE, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40646 FILM NUMBER: 211105837 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BUILDING D STREET 2: SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Absci Corp CENTRAL INDEX KEY: 0001672688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 453931977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18105 SE MILL PLAIN BLVD CITY: VANCOUVER STATE: WA ZIP: 98683 BUSINESS PHONE: (360) 949-1041 MAIL ADDRESS: STREET 1: 18105 SE MILL PLAIN BLVD CITY: VANCOUVER STATE: WA ZIP: 98683 FORMER COMPANY: FORMER CONFORMED NAME: AbSci Corp DATE OF NAME CHANGE: 20201026 FORMER COMPANY: FORMER CONFORMED NAME: AbSci, Inc. DATE OF NAME CHANGE: 20201026 FORMER COMPANY: FORMER CONFORMED NAME: AbSci, LLC DATE OF NAME CHANGE: 20160420 3 1 tm2122765-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-07-21 0 0001672688 Absci Corp ABSI 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE BUILDING D, SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001772230 Redmile Biopharma Investments II, L.P. LETTERMAN DIGITAL ARTS CENTER ONE LETTERMAN DRIVE, SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 Series E Convertible Preferred Stock Common Stock 4209573 I See Footnotes Convertible Promissory Note 2021-03-17 Common Stock 25000000 I See Footnotes The Series E convertible preferred stock is convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, in each case based on a pre-stock split conversion price of $19.6166 per share. On July 19, 2021, the Issuer effected a one-for-3.3031 forward stock split of its common stock. The Series E convertible preferred stock has no expiration date. The Convertible Promissory Note dated as of March 17, 2021 (the "Note") will automatically convert, upon the first of the following transactions to occur, into: (i) shares of the Issuer's common stock upon a qualified initial public offering ("IPO") or a qualified merger with a Special Purpose Acquisition Issuer ("SPAC"); or (ii) shares of the Issuer's preferred stock in the event of a qualified equity financing in which the Issuer raises gross proceeds of $30 million or more through sale of preferred stock. The Note is also convertible into shares of the Issuer's capital stock issued in a non-qualifying financing transaction upon the election of the Reporting Persons (as defined below). The Note is convertible at a conversion price equal to the lower of (i) a per share price equal to 82% of the per share price paid by the new investors in such qualified financing, IPO or SPAC transaction or (ii) the price per share calculated on the basis of a pre-money valuation of the Issuer of $1.5 billion divided by the aggregate number of shares of common stock of the Issuer deemed outstanding on an as-converted, fully diluted basis including (a) all shares reserved under the Issuer's stock option plan and (b) 50% of additional shares reserved in connection with any expansion of the option pool as a result of the transaction, as of immediately prior to such qualified financing, public offering, or conversion event ("Cap Price"). In the event of a non-qualified financing, the Note is convertible at the Cap Price. In the event of a deemed liquidation event, the outstanding balance may be converted into that number of shares of a new series of preferred stock of the Issuer at the Cap Price. On or after the maturity date of the Note, at the option of the Reporting Persons, the outstanding balance may be converted into that number of shares of a new preferred stock of the Issuer at the Cap Price. These securities are directly owned by a private investment vehicle managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicle. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively with the private investment vehicle, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Amrit Nagpal, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2021-07-21 /s/ Jeremy Green 2021-07-21 By: /s/ Jeremy Green, Managing Member of Redmile Biopharma investments II (GP), LLC, General Partner of Redmile Biopharma Investments II, L.P. 2021-07-21