AbCellera Biologics Inc美股招股说明书(2026-08-13版)

Pre-Funded Warrants to Purchase 3,076,926 Common Shares We are offering 17,435,897 common shares, no par value per share, or common shares, and, in lieu of common shares to investors thatso choose, pre-funded warrants to purchase up to 3,076,926 common shares, or the pre-funded warrants, in this offering pursuant to thisprospectus supplement and the accompanying prospectus. The pre-funded warrants will be exercisable immediately and are exercisablefor one common share. The purchase price of each pre-funded warrant is equal to the purchase price at which a common share is sold inthis offering, minus $0.00001, and the exercise price of each pre-funded warrant is $0.00001 per common share. Our common shares are listed on the Nasdaq Global Select Market under the symbol “ABCL.” On August12, 2026, the last reported saleprice for our common shares on the Nasdaq Global Select Market was $10.36 per share. There is no established public trading market forthe pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the pre-fundedwarrants on any securities exchange or recognized trading system. Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page S-10 of thisprospectus supplement and page6 of the accompanying prospectus, and in the documents incorporated by reference herein.You should read the entire prospectus supplement and the accompanying prospectus, including any information incorporatedby reference, carefully, before investing in our securities. Neither the U.S. Securities and Exchange Commission, any state securities commission or the securities commission orregulatory authority of any Canadian province or territoryhas approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5RISK FACTORSS-10USE OF PROCEEDSS-13DILUTIONS-14DIVIDEND POLICYS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS OF OUR COMMON SHARES AND PRE-FUNDEDWARRANTSS-16CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-22DESCRIPTION OF PRE-FUNDED WARRANTSS-25UNDERWRITINGS-27LEGAL MATTERSS-36EXPERTSS-36WHERE YOU CAN FIND MORE INFORMATIONS-36INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-37 PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF SHARE CAPITALCOMPARISON OF BRITISH COLUMBIA LAW AND DELAWARE LAW DESCRIPTION OF DEBT SECURITIES ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common sharesand pre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedFebruary27, 2025, included in our registration statement on Form S-3 (File No.333-285367), along with the documents incorporated byreference therein, which provides more general information, some of which may not apply to this offering. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or theSEC, before the date of this prospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one ofthese documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference inthe accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of an automatic “shelf” registration statement that we filed with the SECas a “well-known seasoned issuer” as defined under the Securities Act. Under the shelf registration process, we may offer from time to timevarious securities, of which this offering of common shares and pre-funded warrants is a part. Such registration statement also includes exhibitsthat provide more detail on the matters discussed in this prospectus supplement and the accompanying prospectus. You should read thisprospectus supplement, the accompanying prospectus, including the information incorporated by reference, the exhibits filed with the SEC, andany free writing prospectus that we have authorized for use i