8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): February 16, 2024

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AbCellera Biologics Inc.

(Exact name of registrant as specified in its charter)

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British Columbia	001-39781	Not 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)

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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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-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 class	Trading symbol(s)	Name of each exchange on which registered
Common shares	ABCL	The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2024, Peter Thiel, a member of the Board of Directors of AbCellera Biologics Inc. (the “Company”) and the Chairman of the Nominating and Corporate Governance Committee thereof, notified the Company of his intention to retire from the Company’s Board of Directors and all committees for personal reasons, effective March 7, 2024. Mr. Thiel did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Effective March 7, 2024, Dr. Andrew Lo, a member of the Company’s Board of Directors, will be appointed to the Nominating and Corporate Governance Committee of the Board of Directors. Effective upon Mr. Thiel’s resignation as a director, the size of the Company’s Board of Directors will be reduced from six to five directors.

Today, the Company issued a press release titled “AbCellera Announces Resignation of Board Member”. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by AbCellera Biologics Inc. on February 23, 2024.
104	Cover 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: February 23, 2024	ABCELLERA BIOLOGICS INC.
	By:	/s/ Carl L. G. Hansen
		Carl L. G. Hansen, Ph.D.
		Chief Executive Officer and Director (Principal Executive Officer)

EX-99.1

NEWS RELEASE AbCellera Announces Resignation of Board Member 02/23/2024 VANCOUVER, British Columbia, February 23, 2024 – AbCellera (Nasdaq: ABCL) today announced that Peter Thiel has notified the Company of his intention to resign from the Company’s Board of Directors for personal reasons, effective March 7, 2024. “AbCellera continues to expand the frontier of biotech, a nefariously difficult and vital field,” said Peter Thiel. “I am proud to have helped them with their mission.” Mr. Thiel joined AbCellera’s Board of Directors in November 2020 and served as the Chairman of the Company’s Nominating and Corporate Governance Committee. Effective March 7, 2024, Dr. Andrew Lo, a member of the Company’s Board of Directors, will be appointed to the Nominating and Corporate Governance Committee of the Board of Directors. “On behalf of the members of our board and management, I express our deep appreciation for Peter’s contributions,” said Carl Hansen, Ph.D., founder and CEO of AbCellera. “I would also like to personally thank Peter for his mentorship over the past three years. It has been a great privilege to learn from him.” 1

Mr. Thiel did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective upon Mr. Thiel’s resignation as a director, the size of the Company’s Board of Directors will be reduced from six to five directors. 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 unprecedented 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 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. 2

Inquiries: Media: Kathleen Reid; media@abcellera.com, +1(604)724-1242 Business Development: Murray McCutcheon, Ph.D.; bd@abcellera.com, +1(604)559-9005 Investor Relations: Melanie Solomon; ir@abcellera.com, +1(778)729-9116 Source: AbCellera Biologics Inc. 3

XML

Cover	Feb. 16, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	AbCellera Biologics Inc.
Document Period End Date	Feb. 16, 2024
Entity Incorporation, State or Country Code	A1
Entity File Number	001-39781
Entity Address, Postal Zip Code	V5Y 0A1
Entity Central Index Key	0001703057
Amendment Flag	false
Entity Address, Address Line One	2215 Yukon StreetVancouver, BC
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
City Area Code	(604)
Local Phone Number	559-9005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares
Trading Symbol	ABCL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false