AbCellera Biologics files automatic shelf registration for shares, debt and warrants

What was filed

AbCellera Biologics Inc. filed an automatic shelf registration statement on Form S-3ASR on February 27, 2025, as a well-known seasoned issuer. The prospectus covers common shares, preferred shares, debt securities, warrants, subscription rights and units. The company may issue them from time to time, in one or more series or classes, in amounts and at prices it sets when each offering is made. The filing states no maximum dollar amount.

The prospectus cannot be used to sell securities unless it comes with a prospectus supplement giving the specific terms. The securities may be sold to or through underwriters or dealers, directly to purchasers or through agents. No underwriter, dealer or agent is named, and the filing says any will be named in a supplement along with fees, discounts, commissions and any over-allotment option. The common shares trade on the Nasdaq Global Select Market under the symbol ABCL, and none of the other securities is traded on any exchange. The prospectus says an investment in the securities involves a high degree of risk.

Banks, counsel and auditor

No bank or placement agent is named because no offering has been launched. The filing names Goodwin Procter LLP of Redwood City, California as counsel for U.S. law and Blake, Cassels & Graydon LLP of Vancouver as counsel for Canadian law. Any underwriters or agents will have their own counsel, to be named in the applicable supplement. KPMG LLP is the independent registered public accounting firm for the 2024 financial statements.

Terms of the securities

The company says it intends to use net proceeds for general corporate purposes, which may include funding research and development, increasing working capital, reducing indebtedness, acquisitions or investments in complementary businesses, products or technologies, and capital expenditures. It will keep broad discretion over the proceeds and has not decided how much will go to each purpose.

Debt securities could be senior or subordinated, and could be convertible. They would be issued under indentures qualified under the Trust Indenture Act of 1939, with trustees not yet named. As of February 26, 2025 the company had 297,987,669 common shares outstanding, held of record by 79 shareholders. Its authorized capital is an unlimited number of common shares and an unlimited number of undesignated preferred shares, and its board can issue preferred shares without a shareholder vote. The prospectus notes that preferred shares could affect the voting power of common holders and could delay or prevent a change in control.

Dividends are restricted. Under its contribution agreements with Western Economic Diversification Canada the company cannot pay dividends until it has repaid the contributions in full, and under the Canadian government's Strategic Innovation Fund funding arrangements it cannot pay dividends or other distributions that would prevent it from meeting its obligations under the arrangement.

The business behind the filing

AbCellera was incorporated in 2012 under the Business Corporations Act (British Columbia) and has its principal offices in Vancouver. It describes itself as a team that discovers and develops antibody-based medicines. Its first two internal programs, ABCL635 and ABCL575, are in late-preclinical studies. ABCL635 is aimed at metabolic and endocrine conditions and ABCL575 at inflammatory and autoimmune disease, with atopic dermatitis as the first indication. The company said it intended to submit Clinical Trial Applications, the Canadian equivalent of an IND, for both in the second quarter of 2025. It also lists more than 20 internal discovery programs.

The risk factors point to dependence on partners. AbCellera says the vast majority of the economic value of its partner contracts lies in downstream milestone and royalty payments rather than upfront fees, and that none of the antibodies it discovers may ever become approved products. Under its research agreement with Lilly it has received milestone payments and is eligible for royalties, but it says there is no assurance of further payments. Partners that are acquired might also drop or slow a program.

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