NASDAQ NASDAQ false 0001846253 0001846253 2023-01-09 2023-01-09 0001846253 us-gaap:CommonStockMember 2023-01-09 2023-01-09 0001846253 oabi:ApacCommonStockMember 2023-01-09 2023-01-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2023

 

 

OmniAb, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40720
  98-1584818

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

5980 Horton Street, Suite 600

Emeryville, CA

  94608
(Address of principal executive offices)   (Zip Code)

(510) 250-7800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 stock, $0.0001 par value per share   OABI   Nasdaq Nasdaq Global Market  
Warrants to purchase common stock   OABIW   Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On January 9, 2023, OmniAb, Inc. (the “Company” or “OmniAb”) announced that its preliminary unaudited cash, cash equivalents and marketable securities as of December 31, 2022 were approximately $88 million.

The preliminary unaudited cash position discussed above is subject to the completion of financial closing procedures and other developments that may arise between now and the time the financial results for the fourth quarter are finalized, as well as the completion of the audit of the 2022 financial statements. Therefore, actual results may differ materially from these estimates. In addition, the above estimates do not present all information necessary for an understanding of OmniAb’s financial condition as of December 31, 2022.

In accordance with General Instruction B.2. of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

 

Item 7.01

Regulation FD Disclosure.

Beginning on January 9, 2023, representatives of the Company will be attending meetings with investors and analysts in connection with the J.P. Morgan Healthcare Conference. During these meetings, the Company will present the corporate presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The Company’s updated corporate presentation will be posted to the Company’s website, www.omniab.com. The Company plans to use its website to disseminate future updates to its corporate presentation and does not intend to file or furnish a Form 8-K alerting investors each time the presentation is updated.

The information set forth in this Item 7.01 is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or under the Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.

By filing this Current Report on Form 8-K and furnishing the information in this Item 7.01, the Company makes no admission as to the materiality of Item 7.01 in this report or the presentation available on the Company’s website. The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate or as required by applicable law. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, by updating the Company’s website or through other public disclosure.

Forward-Looking Statements

OmniAb cautions readers that statements contained in this report regarding matters that are not historical facts are forward-looking statements. The forward-looking statements are based on OmniAb’s current beliefs and expectations, and include, but are not limited to: OmniAb’s estimated cash, cash equivalents and marketable securities as of December 31, 2022. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in OmniAb’s business, including, without limitation: potential changes in estimated cash, cash equivalents and marketable securities based on the completion of financial closing procedures and the audit of the financial statements, and other risks described in OmniAb’s prior press releases and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and OmniAb undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

99.1    OmniAb, Inc. Corporate Presentation, dated January 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OmniAb, Inc.
Date: January 9, 2023     By:  

/s/ Kurt A. Gustafson

    Name:   Kurt A. Gustafson
    Title:  

Executive Vice President, Finance and

Chief Financial Officer