8-K

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): January 10, 2024

______________________________________________________________

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________

Delaware	001-40097	87-2652913
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(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:

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
Class A common stock, par value $0.0001 per share	DNA	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	DNA.WS	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02. Results of Operations and Financial Condition.

On January 10, 2024, Ginkgo Bioworks Holdings, Inc. issued a press release announcing certain preliminary unaudited revenue highlights and performance updates for the year ended December 31, 2023. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Press Release, issued by Ginkgo Bioworks Holdings, Inc. on January 10, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GINKGO BIOWORKS HOLDINGS, INC.
Date: January 10, 2024	By:	/s/ Mark Dmytruk
	Name:	Mark Dmytruk
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Ginkgo Bioworks Provides Business Updates at J.P. Morgan Healthcare Conference

Expects to meet 2023 new program and revenue guidance ranges

Ended the year with nearly $950 million in cash and cash equivalents, a strong balance sheet providing multi-year runway as Ginkgo sees operational efficiencies in the business

Strong growth among blue chip pharma and biotech (“biopharma”) customers including Pfizer, Novo Nordisk, Merck and Boehringer Ingelheim

Management to highlight updates today at the 42nd Annual J.P. Morgan Healthcare Conference at 9:45 a.m. PT (12:45 p.m. ET)

BOSTON, MA – Jan. 10, 2024 – Ginkgo Bioworks (NYSE: DNA), which is building the leading platform for cell programming and biosecurity, today announced preliminary performance updates for the year ended December 31, 2023. Among the results, Ginkgo highlighted that it expects to meet its previously disclosed new program and revenue guidance ranges in 2023 based on its preliminary unaudited estimates. A business review, including a discussion of Ginkgo's platform services for large scale data generation and AI to enable biopharma R&D, will be featured in a presentation today at the 42nd Annual J.P. Morgan Healthcare Conference.

"I'm very pleased with the robust revenue and program growth we have seen in 2023, particularly in the biopharma sector – growing the portion of our cell engineering revenue that is attributable to biopharma customers by more than 50% over the past year," said Jason Kelly, Ginkgo's co-founder and Chief Executive Officer. "Our strong balance sheet, with nearly $950 million of cash and cash equivalents, positions us well to take advantage of strategic opportunities while the market faces continued pressure. This, combined with the meaningful improvements we have seen in operational efficiency, gives us a long runway as we plan to increase new programs while reducing operating expenses. I'm proud of our team's accomplishments in 2023 and am excited to drive continued strong growth in our biopharma vertical in 2024."

Preliminary 2023 Key Performance Highlights

•Ginkgo continues to expect Total revenue of $250 – $260 million in 2023

◦Preliminary unaudited Cell Engineering revenue is expected to be within the previously disclosed guidance range of $145 – $150 million in 2023

◦Preliminary unaudited Biosecurity revenue is expected to be in line with the previously disclosed guidance of up to $110 million in 2023

•New Cell Programs are expected to be within the previously disclosed guidance range of 80-85 new Cell Programs added to the platform in 2023

•Ginkgo signed or advanced several major new biopharma programs in 2023, including with Pfizer, Merck, Novo Nordisk, and Boehringer Ingelheim in which Ginkgo is eligible to receive, in aggregate, over $1.2 billion in upfront research payments, research fees and development and commercial milestones. Ginkgo also successfully completed the pilot phase of a program with Novo Nordisk, as well as completed a gene therapy collaboration with Biogen.

•In connection with its strategic partnership with Google Cloud, Ginkgo is training a series of foundation and application-specific models incorporating Ginkgo’s proprietary metagenomics and assay-labeled training data as well as data from public repositories. Ginkgo’s ability to bring together automated data generation at scale with AI models targeted towards customer program areas is expected to be the foundation for additional pharmaceutical partnerships in 2024.

•Ginkgo ended 2023 with nearly $950 million of cash and cash equivalents, putting Ginkgo in a strong financial position to pursue its strategic objectives while driving towards profitability

Ginkgo plans to report fourth quarter and full year 2023 financial results in February 2024, at which time it intends to provide its outlook for full year 2024.

J.P. Morgan Healthcare Conference on Wednesday, January 10, 2024

As previously announced, co-founder and CEO Jason Kelly is scheduled to participate in a presentation at the 42nd Annual J.P. Morgan Healthcare Conference on Wednesday, January 10, 2024 at 9:45 a.m. PT (12:45 p.m. ET).

Further details, a webcast link, and a replay of the presentation will be posted on the company's investor relations website at https://investors.ginkgobioworks.com/events.

About Ginkgo Bioworks

Ginkgo Bioworks is the leading horizontal platform for cell programming, providing flexible, end-to-end services that solve challenges for organizations across diverse markets, from food and agriculture to pharmaceuticals to industrial and specialty chemicals. Ginkgo's biosecurity and public health unit, Concentric by Ginkgo, is building global infrastructure for biosecurity to empower governments, communities, and public health leaders to prevent, detect and respond to a wide variety of biological threats. For more information, visit ginkgobioworks.com and concentricbyginkgo.com, read our blog, or follow us on social media channels such as X (formerly known as Twitter) (@Ginkgo and @ConcentricByGBW), Instagram (@GinkgoBioworks and @ConcentricByGinkgo), Threads (@GinkgoBioworks) or LinkedIn.

Forward-Looking Statements of Ginkgo Bioworks

This press release, the presentation, and the conference call and webcast contain certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our plans and strategies, including with respect to our balance sheet and cash runway, current expectations, operations and anticipated results of operations, both business and financial, including opportunities for increased operational efficiency, growth of pharmaceutical partnerships, potential customer success, including successful application of our offerings by our customers, expectations with regard to revenue, and the market environment, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements generally are identified by the words "believe," "can," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) volatility in the price of Ginkgo's securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo operates and plans to operate, variations in performance across competitors, and changes in laws and regulations affecting Ginkgo's business, (ii) the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional business opportunities, (iii) the risk of downturns in demand for products using synthetic biology, (iv) the uncertainty regarding the demand for passive monitoring programs and biosecurity services, (v) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations, (vi) our ability to realize the expected benefits of merger and acquisition transactions, (vii) the outcome of any legal proceedings against Ginkgo, including as a result of recent acquisitions, (viii) our ability to realize the expected benefits from and the success of our cell engineering platform programs, (ix) our ability to successfully develop engineered cells, bioprocesses, data packages or other deliverables, (x) the product development or commercialization success of our customers, (xi) our final audited revenue and other financial results may differ materially from the preliminary and unaudited amounts reported herein, and (xii) our final new program count, which is determined by the number of unique programs commenced within the reporting period based on a technical development plan or objective, may differ materially from the preliminary amounts reported herein. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Ginkgo's most recent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC"), and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.

Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Ginkgo does not give any assurance that it will achieve its expectations.

Ginkgo Bioworks Contacts:

INVESTOR CONTACT:

investors@ginkgobioworks.com

MEDIA CONTACT:

press@ginkgobioworks.com

XML

Cover Page	Jan. 10, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 10, 2024
Entity Registrant Name	GINKGO BIOWORKS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40097
Entity Tax Identification Number	87-2652913
Entity Address, Address Line One	27 Drydock Avenue
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	877
Local Phone Number	422-5362
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001830214
Amendment Flag	false
Class A common stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DNA
Security Exchange Name	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DNA.WS
Security Exchange Name	NYSE