S-8

AsfiledwiththeSecuritiesandExchangeCommissionon February 20, 2024

RegistrationNo.333-          

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

______________________

FORM S-8

REGISTRATIONSTATEMENT

Under

TheSecuritiesActof1933

______________________

ABCELLERA BIOLOGICSINC.

(Exactnameofregistrantasspecifiedinitscharter)

______________________

British Columbia	Not applicable
(State or other jurisdiction of  incorporation or organization)	(I.R.S. Employer Identification No.)

2215 Yukon Street

Vancouver, BC V5Y 0A1

(604)559-9005

(Address,includingzipcodeandtelephonenumber,includingareacode,ofRegistrant’sprincipalexecutiveoffices)

AbCellera Biologics Inc. 2020 Share Option and Incentive Plan

AbCellera Biologics Inc. 2020 Employee Share Purchase Plan

(Fulltitleoftheplans)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(302) 658-7581

(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)

Copiesto:

Sam Zucker

Deepa M. Rich

Kim de Glossop

Goodwin Procter LLP

601 Marshall Street

Redwood City, CA 94063

(650) 752-3100

______________________

Indicatebycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,anon-acceleratedfiler,asmallerreportingcompany,oranemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany”inRule12b-2oftheExchangeAct.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

Ifanemerginggrowthcompany,indicatebycheckmarkiftheregistranthaselectednottousetheextendedtransitionperiodforcomplyingwithanyneworrevisedfinancialaccountingstandardsprovidedpursuanttoSection7(a)(2)(B)oftheSecuritiesAct. o

______________________

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers 14,541,248 additional Common Shares under the 2020 Share Option and Incentive Plan (the “2020 Plan”), as a result of the operation of an automatic annual increase provision therein, which added an aggregate 14,541,248 Common Shares on January 1, 2024 for which Registration Statements on Form S-8 were previously filed by the Registrant with the Securities and Exchange Commission. The additional shares are of the same class as other securities relating to the 2020 Plan for which the Registrant’s registration statements filed on Form S-8 on December 15, 2020 (File No. 333-251341), on February 25, 2022 (File No. 333-263025), and on February 21, 2023 (File No. 333-269896) are effective. The information contained in the Registrant’s registration statement filed on Form S-8 on December 15, 2020 (File No. 333-251341) is hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement is presented herein.

Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.

PartII

INFORMATIONREQUIREDINTHEREGISTRATIONSTATEMENT

Item 8.    Exhibits.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of Articles of the Registrant (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-250838)).
4.2	Amended and Restated Investors’ Rights Agreement among the registrant and certain of its shareholders, dated March 23, 2020 (Incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-250838)).
5.1*	Opinion of Blake, Cassels & Graydon LLP.
23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page to this registration statement).
99.1	2020 Share Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.13 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-250838)).
99.2	2020 Employee Share Purchase Plan (Incorporated by reference to Exhibit 10.15 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-250838).
107*	Filing Fee Table

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Vancouver, Province of British Columbia, Canada on the 20th of February, 2024.

ABCELLERA BIOLOGICS INC.
By:	/s/ Carl L. G. Hansen
	Carl L. G. Hansen, Ph.D.
	Chief Executive Officer

POWEROFATTORNEYANDSIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Carl L.G. Hansen, Ph.D. and Andrew Booth, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.

Signature	Title	Date
/s/ Carl L. G. Hansen	Chief Executive Officer and Director (Principal Executive Officer)	February 20, 2024
Carl L. G. Hansen, Ph.D.
/s/ Andrew Booth	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 20, 2024
Andrew Booth
/s/ Véronique Lecault, Ph.D.	Chief Operating Officer and Director	February 20, 2024
Véronique Lecault, Ph.D.
/s/ Michael Hayden, Ph.D.	Director	February 20, 2024
Michael Hayden, Ph.D.
/s/ Andrew W. Lo, Ph.D.	Director	February 20, 2024
Andrew W. Lo, Ph.D.
/s/ John S. Montalbano	Director	February 20, 2024
John S. Montalbano
/s/ Peter Thiel	Director	February 20, 2024
Peter Thiel
/s/ Tryn Stimart	Authorized Representative in the United States	February 20, 2024
Tryn Stimart

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) AbCellera Biologics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, no par value per share Other (2) 14,541,248 (3) $5.255 $76,414,258.24 $0.00014760 $11,278.74 Total Offering Amounts $76,414,258.24 — Total Fees Previously Paid — Total Fee Offsets — Net Fee Due $11,278.74 (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares, no par value per share (“common shares”) of AbCellera Biologics Inc. (the “Registrant”) which become issuable under the Registrant’s 2020 Share Option and Incentive Plan (the “2020 Plan”) by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding common shares. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on $5.255, the average of the high and low sale prices of the Registrant’s common shares as reported on the Nasdaq Stock Market on February 16, 2024. (3) Represents an automatic increase to the number of shares available for issuance under the 2020 Plan, in accordance with the automatic annual increase provision of the 2020 Plan, effective as of January 1, 2024. Shares available for issuance under the 2020 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on December 15, 2020 (File No. 333-251341), February 25, 2022 (File No. 333-263025) and February 21, 2023 (File No. 333-269896).

EX-5.1

Exhibit 5.1 February 20, 2024 Reference: 99845/2 AbCellera Biologics Inc. 2215 Yukon Street Vancouver, BC V5Y 0A1 Canada RE: Registration Statement on Form S-8 of AbCellera Biologics Inc. (the “Company”) We have acted as Canadian counsel to the Company, a corporation incorporated under the laws of the Province of British Columbia, in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate 14,541,248 common shares (the “Shares”) in the capital of the Company which, as a result of the operation of automatic annual increase provisions therein, are reserved for issuance pursuant to the exercise of share options or share appreciation rights or the settlement of restricted share awards, restricted share units or other applicable awards which may be granted under the Company’s 2020 Share Option and Incentive Plan (the “2020 Plan”). We have examined the Registration Statement and the 2020 Plan and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the “Corporate Documents”): (a) a certificate of an officer of the Company with respect to certain factual matters (the “Officer’s Certificate”); (b) the notice of articles of the Company; (c) the articles of the Company; (d) certain resolutions of the Company’s directors and shareholders; and (e) a certificate of good standing in respect of the Company dated February 19, 2024 issued by the Registrar of Companies for the Province of British Columbia. We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents. In examining all documents and in providing our opinions below we have assumed that: (a) all individuals had the requisite legal capacity; (b) all signatures are genuine; (c) all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;

Page 2 (d) all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; and (e) all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of the Company including, without limitation, the Officers’ Certificate, are complete, true and accurate. We are qualified to carry on the practice of law in the Province of British Columbia. Our opinion below is expressed only with respect to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, in each case, in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion at the date hereof that the Shares have been duly and validly authorized for issuance and, when issued and paid for in accordance with the terms of the 2020 Plan, will be validly issued, fully paid and non-assessable shares in the capital of the Company. This opinion letter has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Shares. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm in Part II of the Registration Statement. In giving this consent, we do not hereby agree that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. Yours truly, (s) “Blake, Cassels & Graydon LLP”

EX-23.1

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Shareholders and Board of Directors AbCellera Biologics Inc. We consent to the use of our report dated February 20, 2024, on the consolidated financial statements of AbCellera Biologics Inc., which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes, and our report dated February 20, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023. /s/ KPMG LLP Chartered Professional Accountants February 20, 2024 Vancouver, Canada