Absci Corporation
11/04/2025 | Press release | Distributed by Public on 11/04/2025 15:33
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On October 31, 2025, Absci Corporation (the "Company") executed a Letter Agreement (the "Letter Agreement") with SBGH, LLC ("SBGH"), which supplements and amends that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 4, 2021, by and among the Company, Target Discovery Merger Sub I, Inc., Target Discovery Merger Sub II, LLC, Totient, Inc., a Delaware corporation ("Totient"), and the stockholders named therein.
Pursuant to the terms of the Letter Agreement, the Company and SBGH, as representative of the sellers under the Merger Agreement, agreed, among other things, to a final distribution of the Milestone Consideration (as defined in the Merger Agreement), in full satisfaction of all potential milestone payments due under the Merger Agreement, such that (i) certain former stockholders of Totient will receive approximately $7.6 million of aggregate Milestone Consideration to be distributed as set forth in the Letter Agreement, and (ii) the Company will receive approximately $8.7 million of Milestone Consideration.
The Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Letter Agreement is qualified in its entirety by reference to such exhibit.
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