abcl-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-39781

_________________________________________________________

AbCellera Biologics Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________


British Columbia			Not Applicable
( State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
150 W 4th Avenue Vancouver, BC			V5Y 1G6
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (604) 559-9005

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common shares, no par value per share

ABCL

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 5, 2025, the registrant had 298,484,664 common shares, no par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Loss and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
Item 5.	Other Information	81
Item 6.	Exhibits	82
	Signatures	83

Summary of the Material and Other Risks Associated with Our Business

Our business is subject to numerous material and other risks and uncertainties. You should carefully consider the following information together with the other information appearing elsewhere in this Quarterly Report, including our financial statements and related notes hereto. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. The risks and uncertainties described below may change over time and other risks and uncertainties, including those that we do not currently consider material, may impair our business. These risks include, but are not limited to, the following:

•We have incurred losses in certain years since inception, including in 2024, and we may not be able to generate sufficient revenue to achieve profitability.

•Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, making it difficult to predict our future operating results and could cause our operating results to fall below expectations.

•Our commercial success depends on the quality of our antibody discovery and development capabilities, technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.

•Failure to execute our business strategy could adversely impact our growth and profitability.

•Development of a biological molecule is inherently uncertain, and it is possible that none of the antibody drug candidates discovered using our antibody discovery and development capabilities that are further developed by us or our partners will receive marketing approval or become viable commercial products, on a timely basis or at all.

•Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs with the antibodies that we have discovered, and the price of our common shares may decline as a result of announcements of unexpected results or developments.

•We may not be able to file applications or amendments to commence additional clinical trials on the timelines we expect, and even if we are able to, the regulatory body may not permit us to proceed.

•We have no marketed proprietary products and have not yet independently started clinical development, which makes it difficult to assess our ability to independently develop future product candidates and monetize any resulting products.

•We have a limited number of product candidates, all which are still in preclinical development. If we do not obtain regulatory approval of one or more of our product candidates, or experience significant delays in doing so, our business will be materially adversely affected.

•Our long-term prospects depend in part upon discovering, developing and commercializing additional product candidates, which may fail in development or suffer delays that adversely affect their commercial viability.

•We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our product candidates, our commercial opportunities will be negatively impacted.

•Upgrading and integrating our business systems could result in implementation issues and business disruptions.

•If we are unable to obtain and maintain sufficient intellectual property protection for our technology, including our discovery and development capabilities, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our data packages may be impaired.

•We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful and have a material adverse effect on the success of our business.

•If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

•Sales of a substantial number of our common shares in the public market could cause our share price to fall significantly, even if our business is doing well.

•Impairment charges pertaining to goodwill, identifiable intangible assets or other long-lived assets from our mergers and acquisitions could have an adverse non-cash accounting impact on our results of operations.

•The market price of our common shares may be volatile, and you could lose all or part of your investment.

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties contained in Part II, Item 1A, Risk Factors, together with all other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our other filings with the Securities and Exchange Commission, or the SEC, before investing in our common shares. Any of the risk factors we describe below under Part II, Item 1A, Risk Factors, could adversely affect our business, financial condition or results of operations. The market price of our common shares could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common shares. Additional risks that are currently unknown to us or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Forward-Looking Information” in this Quarterly Report on Form 10-Q.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AbCellera Biologics Inc.

Condensed Consolidated Balance Sheets

(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)

(Unaudited)


	December 31, 2024		March 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	156,325	$	159,266
Marketable securities	469,289		446,000
Total cash, cash equivalents, and marketable securities	625,614		605,266
Accounts and accrued receivable	33,616		40,005
Restricted cash	25,000		25,000
Other current assets	67,140		94,707
Total current assets	751,370		764,978
Long-term assets:
Property and equipment, net	340,429		347,102
Intangible assets, net	42,113		41,192
Goodwill	47,806		47,806
Investments in equity accounted investees	82,297		81,567
Other long-term assets	96,538		61,563
Total long-term assets	609,183		579,230
Total assets	$	1,360,553	$	1,344,208
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and other current liabilities	$	55,004	$	47,840
Contingent consideration payable	8,087		8,771
Deferred revenue	13,521		18,785
Total current liabilities	76,612		75,396
Long-term liabilities:
Operating lease liability	60,743		63,210
Deferred revenue	5,700		13,750
Deferred government contributions	149,893		157,193
Deferred tax liability	10,052		10,053
Other long-term liabilities	1,469		1,624
Total long-term liabilities	227,857		245,830
Total liabilities	304,469		321,226
Commitments and contingencies
Shareholders' equity:
Common shares: no par value, unlimited authorized shares at December 31, 2024 and March 31, 2025: 295,757,002 and 298,355,752 shares issued and outstanding at December 31, 2024 and March 31, 2025, respectively	777,171		790,068
Additional paid-in capital	166,361		168,603
Accumulated other comprehensive loss	(4,378)		(6,998)
Accumulated earnings	116,930		71,309
Total shareholders' equity	1,056,084		1,022,982
Total liabilities and shareholders' equity	$	1,360,553	$	1,344,208

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbCellera Biologics Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(All figures in U.S. dollars. Amounts are expressed in thousands except share and per share data.)

(Unaudited)


	Three months ended March 31,
	2024		2025
Revenue:
Research fees	$	9,774	$	4,068
Licensing revenue	180		167
Total revenue	9,954		4,235
Operating expenses:
Research and development(1)	39,287		42,496
Sales and marketing(1)	3,365		2,842
General and administrative(1)	17,352		16,226
Depreciation and amortization	4,844		5,331
Total operating expenses	64,848		66,895
Loss from operations	(54,894)		(62,660)
Other (income) expense:
Interest income	(10,401)		(8,051)
Grants and incentives	(3,275)		(4,153)
Other	1,529		2,528
Total other income	(12,147)		(9,676)
Net loss before income tax	(42,747)		(52,984)
Income tax recovery	(2,137)		(7,363)
Net loss	$	(40,610)	$	(45,621)
Foreign currency translation adjustment	(96)		(2,620)
Comprehensive loss	$	(40,706)	$	(48,241)

Net loss per share
Basic	$	(0.14)	$	(0.15)
Diluted	$	(0.14)	$	(0.15)
Weighted-average common shares outstanding
Basic	292,723,901		297,692,663
Diluted	292,723,901		297,692,663

The accompanying notes are an integral part of these condensed consolidated financial statements.

(1)Exclusive of depreciation and amortization

AbCellera Biologics Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)

(Unaudited)


	Common Shares			Additional Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Shares	Amount
Balances as of December 31, 2024	295,757,002	$	777,171	$	166,361	$	116,930	$	(4,378)	$	1,056,084
Shares issued and restricted stock units ("RSUs") vested under stock option plan	2,598,750	12,897		(12,746)		–		–		151
Stock-based compensation	–	–		14,988		–		–		14,988
Foreign currency translation adjustment	–	–		–		–		(2,620)		(2,620)
Net loss	–	–		–		(45,621)		–		(45,621)
Balances as of March 31, 2025	298,355,752	$	790,068	$	168,603	$	71,309	$	(6,998)	$	1,022,982


	Common Shares			Additional Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Shares	Amount
Balances as of December 31, 2023	290,824,970	$	753,199	$	121,052	$	279,787	$	(1,720)	$	1,152,318
Shares issued and restricted stock units ("RSUs") vested under stock option plan	2,796,342	11,363		(

SEC Form 10-Q filed by AbCellera Biologics Inc.