--- title: "Absci and Totient sellers agree final milestone payout under 2021 merger" url: "https://aibio.space/news/absci-totient-sellers-agree-final-milestone-payout-under-2021-merger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-11-04" section: "Mergers" tickers: "NASDAQ:ABSI" source: "https://www.sec.gov/Archives/edgar/data/1672688/000167268825000076/absc-20251031.htm" summary: "A letter agreement dated October 31, 2025 settles all potential milestone payments from Absci's 2021 Totient deal. Former Totient stockholders get about $7" --- By the aibio.space news desk. Sources - [Absci Corp Form 8-K filed November 4, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1672688/000167268825000076/absc-20251031.htm) - [Absci Corp Form 10-K filed March 18, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1672688/000162828025013464/absi-20241231.htm) [ABSI](https://aibio.space/companies/absci/) 2025-11-04 # Absci and Totient sellers agree final milestone payout under 2021 merger agreement Tickers [ABSI](https://aibio.space/companies/absci/) A letter agreement dated October 31, 2025 settles all potential milestone payments from Absci's 2021 Totient deal. Former Totient stockholders get about $7.6 million, and Absci gets about $8.7 million. ## Key facts - **Company**: Absci Corporation (NASDAQ: ABSI) - **News type**: Mergers - **Primary source**: [Absci Corp Form 8-K filed November 4, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1672688/000167268825000076/absc-20251031.htm) *Stock prices on an electronic board. CC0, via rawpixel. The picture shows the field, not the companies named.* Absci Corporation (Nasdaq: [ABSI](https://aibio.space/companies/absci/)) has agreed with the sellers of Totient, Inc. on a final payout of the milestone payments under its 2021 merger agreement with that company. In a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1672688/000167268825000076/absc-20251031.htm) filed November 4, 2025, Absci said the agreement settles all potential milestone payments under the merger agreement. Certain former Totient stockholders will receive approximately $7.6 million, and Absci will receive approximately $8.7 million. ## What the letter agreement says On October 31, 2025, Absci signed a Letter Agreement with SBGH, LLC. The letter supplements and amends the Agreement and Plan of Merger dated as of June 4, 2021. The parties to that merger agreement were Absci, Target Discovery Merger Sub I, Inc., Target Discovery Merger Sub II, LLC, Totient, Inc., a Delaware corporation, and the stockholders named in it. SBGH acts as representative of the sellers. Absci and SBGH agreed, among other things, to a final distribution of the Milestone Consideration, a term the merger agreement defines. The filing says the distribution is in full satisfaction of all potential milestone payments due under the merger agreement. Milestone consideration is the part of a deal price that is paid only if set milestones are reached. ## How the money splits Under the letter, certain former stockholders of Totient will receive approximately $7.6 million of aggregate Milestone Consideration, to be distributed as the Letter Agreement provides. Absci itself will receive approximately $8.7 million of Milestone Consideration. The 8-K is thin on detail. It does not say which milestones were reached or missed, what the original milestone amounts were, when the money moves, or how the payout will be settled. The company filed the Letter Agreement as Exhibit 10.1 and marked portions as redacted because the information is both not material and the type of information it treats as private or confidential. Chief Executive Officer Sean McClain, who is also the company's founder, signed the 8-K on November 4, 2025. ## About Absci Absci describes itself in its annual report on [Form 10-K](https://www.sec.gov/Archives/edgar/data/1672688/000162828025013464/absi-20241231.htm) as a data-first generative AI drug creation company whose mission is to design differentiated antibody therapeutics. Its Integrated Drug Creation platform includes generative AI models aimed at designing better antibody therapeutics, including against hard-to-drug targets. The company says it has used synthetic biology technologies for over a decade to generate antibodies at large scale and validate them in wet lab testing, producing datasets that train its models. It calls this a lab-in-the-loop process and says it uses a facility of 77,000+ square feet for data generation. It believes it can create billions of antibody designs, screen millions of ranked antibody sequences in weeks, and go from AI-designed to wet lab-validated product candidates in as little as six weeks. These are the company's own claims about its platform. ## Risks the company lists The same annual report is blunt about the commercial record. Absci says its current business has a limited operating history, that it has incurred significant losses since inception, expects more losses and may not generate enough revenue to reach profitability. It says it will need to raise additional capital, and that issuing equity would dilute stockholders while debt could carry covenants restricting its actions. It also says that, to date, none of its partners has successfully completed a regulatory submission, such as an IND application or BLA, for a product candidate generated using its platform. Its business depends on partners meeting development and regulatory milestones, and it relies on large partners to track and pay milestone amounts correctly. Failures by them could reduce or delay that revenue. It says biologic drug development is inherently uncertain, and that none of the candidates created on its platform may reach marketing approval. Preclinical candidates may never advance to clinical trials, and interim results may not predict final ones. It also names competition from other platform companies, reliance on third parties for preclinical work and a limited number of suppliers of laboratory equipment and materials. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ABSI Absci Corporation NASDAQ ยท United States Open the desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/absci-totient-sellers-agree-final-milestone-payout-under-2021-merger/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Absci and Totient sellers agree final milestone payout under 2021 merger", 2025-11-04, https://aibio.space/news/absci-totient-sellers-agree-final-milestone-payout-under-2021-merger/