AbCellera Biologics Inc. filed a Form 8-K on August 13, 2026, disclosing that it entered into an underwriting agreement on August 12, 2026, for an underwritten public offering of common shares and pre-funded warrants expected to raise approximately $187.0 million in net proceeds.

Key Highlights

  • Shares offered: 17,435,897 common shares at a public offering price of $9.75 per share.
  • Pre-funded warrants: Up to 3,076,926 common shares issuable upon exercise of pre-funded warrants, priced at $9.74999 per warrant.
  • Estimated net proceeds: Approximately $187.0 million after deducting underwriting discounts, commissions, and estimated offering expenses.
  • Lead underwriters: Jefferies LLC and J.P. Morgan Securities LLC as representatives of the several underwriters.
  • Expected closing: On or about August 14, 2026, subject to customary closing conditions.
  • Lock-up period: The company, its executive officers, and directors agreed not to offer, sell, transfer, or otherwise dispose of any shares of common stock during the 60-day period following the date of the Underwriting Agreement, subject to certain exceptions.

AbCellera Biologics Underwritten Offering: Key Terms and Structure

According to the filing, AbCellera Biologics Inc. (NASDAQ:ABCL) entered into an underwriting agreement on August 12, 2026, with Jefferies LLC and J.P. Morgan Securities LLC acting as representatives of the several underwriters. The company disclosed that all of the shares and pre-funded warrants are being sold by the company itself, with the offering conducted under a shelf registration statement on Form S-3ASR (File No. 333-285367) that was filed with the SEC on February 27, 2025, and automatically became effective upon filing. A final prospectus supplement was filed with the SEC on August 13, 2026.

The filing states that each pre-funded warrant will be exercisable for one common share at an exercise price of $0.00001 per share, or alternatively through a cashless exercise at the holder's election. The pre-funded warrants are exercisable immediately upon issuance, with no expiration date disclosed other than that they remain exercisable until all warrants are exercised. The filing further discloses a beneficial ownership cap: a holder, together with affiliates, may not exercise any portion of the pre-funded warrants if doing so would result in beneficial ownership exceeding 4.99% of outstanding common shares, though the holder may adjust that threshold up to 19.99% upon at least 61 days' prior notice to the company.

The filing notes that the underwriting agreement contains customary representations, warranties, covenants, indemnification obligations, and termination provisions. The legal opinion on the legality of the issuance was provided by Blake, Cassels & Graydon LLP and is attached as Exhibit 5.1. The company's Chief Executive Officer and Director, Carl L.G. Hansen, Ph.D., signed the filing on August 13, 2026.

What Was Disclosed

AbCellera Biologics disclosed the pricing and terms of an underwritten public offering of common shares and pre-funded warrants, estimating net proceeds of approximately $187.0 million, with closing expected on or about August 14, 2026.