OABI / OmniAb, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

OMNIAB, INC. SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 OMNIAB, INC. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of August 24, 2025 (the “Effective Date”), by and between OMNIAB, INC., a Delaware corporation (the “Company”), and each of the purchasers whose names are set forth on Schedule A hereto (each, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, the Purchasers des

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): August 24, 2025 OMNIAB, INC. (Exa

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): August 24, 2025 OMNIAB, INC. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation) (Commission File Numbe

OmniAb Announces $30 Million Private Placement

EX-99.1 Exhibit 99.1 OmniAb Announces $30 Million Private Placement EMERYVILLE, Calif. (August 25, 2025) – OmniAb, Inc. (NASDAQ: OABI) today announced it has entered into a definitive securities purchase agreement to issue and sell an aggregate of 21,254,106 shares of its common stock at a price of $1.40 per share (or $1.85 per share for officer and director participation), in a private placement.

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): August 6, 2025 OMNIAB, INC. (Exac

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): August 6, 2025 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

OmniAb Reports Second Quarter 2025 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Second Quarter 2025 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (August 6, 2025) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and six months ended June 30, 2025, and provided operating and partner program updates. “Our business is performing very well as w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ 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: 001-40720 OMNIAB, INC. (Exac

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): June 17, 2025 OMNIAB, INC. (Exact

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): June 17, 2025 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commiss

OmniAb Reports First Quarter 2025 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports First Quarter 2025 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (May 8, 2025) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three months ended March 31, 2025, and provided operating and partner program updates. “We have started the year with robust deal flow, incl

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2025 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ 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: 001-40720 OMNIAB, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 18, 2025 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

As filed with the Securities and Exchange Commission on March 18, 2025

As filed with the Securities and Exchange Commission on March 18, 2025 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 18, 2025 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) OmniAb, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00

OmniAb, Inc. Insider Trading Compliance Policy and Procedures (as amended and restated effective March 28, 2023)

Exhibit 19 OmniAb, Inc. Insider Trading Compliance Policy and Procedures (as amended and restated effective March 28, 2023) Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this info

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-40720 OMNIAB, INC. (Exact name of

OmniAb Reports Fourth Quarter and Full Year 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Fourth Quarter and Full Year 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (March 18, 2025) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and 12 months ended December 31, 2024, and provided operating and partner program updates. “2024 was a remarkable ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition Report Pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ 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: 001-40720 OMNIAB, INC.

OmniAb Reports Third Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Third Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (November 12, 2024) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and nine months ended September 30, 2024, and provided operating and partner program updates. “We are pleased to report another

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Com

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5980 Horton Street Suite 600 Emeryville, CA 94608 September 24, 2024 VIA EDGAR Jeanne Baker Al Pavot Office of Industrial Applications and Services Division of Corporation Finance U.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2024 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ 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: 001-40720 OMNIAB, INC. (Exac

OmniAb Reports Second Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Second Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (August 8, 2024) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and six months ended June 30, 2024, and provided operating and partner program updates. “Second quarter results were in-line with

Joint Filing Agreement, dated July 2, 2024, by and among Avista Capital Partners V, L.P., Avista Capital Partners (Offshore) V, L.P., Avista Capital Partners V GP, L.P., Avista Capital Managing Member V, LLC, David Burgstahler and Thompson Dean (filed herewith)

EX-99.1 2 tm2418750d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1(k)(1) thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation the

OABI / OmniAb, Inc. / Avista Capital Managing Member V, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2418750d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* OmniAb, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 68218J103 (CUSIP Number) Avista Capital Partners 65 East 55th Street, 18th Floor New York, NY 10

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2024 OMNIAB, INC. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commiss

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): June 18, 2024 OMNIAB, INC. (Exact

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): June 18, 2024 OMNIAB, INC. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ 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: 001-40720 OMNIAB, INC. (Exa

OmniAb Reports First Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports First Quarter 2024 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (May 9, 2024) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three months ended March 31, 2024, and provided operating and partner program updates. “The OmniAb team continued to make great progress thi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2024 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

OMNIAB, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97 OMNIAB, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION OmniAb, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-40720 OMNIAB, INC. (Exact name of

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 20, 2024 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

OmniAb Reports Fourth Quarter and Full Year 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Fourth Quarter and Full Year 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (March 20, 2024) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and 12 months ended December 31, 2023, and provided operating and partner program updates. “2023 was a year of signi

OmniAb, Inc. 5980 Horton Street, Suite 600 Emeryville, California 94608

OmniAb, Inc. 5980 Horton Street, Suite 600 Emeryville, California 94608 December 14, 2023 VIA EDGAR Margaret Schwartz Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OmniAb, Inc. Registration Statement on Form S-3 File No. 333-275966 To the addressee set forth above: Pursuant to Rul

Form of Indenture

Exhibit 4.7 OMNIAB, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishment of Ter

Open Market Sale AgreementSM, dated December 8, 2023, between the Company and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM December 8, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: OmniAb, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par

As filed with the Securities and Exchange Commission on December 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) OmniAb, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Regi

As filed with the Securities and Exchange Commission on December 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023 Registration No.

OmniAb, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268613 Prospectus Supplement No. 4 (To Prospectus dated February 10, 2023) OmniAb, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268613). Capitalized terms used in this prospectus supple

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Report Pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ 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: 001-40720 OMNIAB, INC.

OmniAb Reports Third Quarter 2023 Financial Results and Business Highlights Webcast including Research & Technology Event begins at 11:00 a.m. Eastern time today

Exhibit 99.1 OmniAb Reports Third Quarter 2023 Financial Results and Business Highlights Webcast including Research & Technology Event begins at 11:00 a.m. Eastern time today EMERYVILLE, Calif. (November 9, 2023) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and nine months ended September 30, 2023, and provided operating and partner program updates. “Our business mo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Comm

OmniAb, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268613 Prospectus Supplement No. 3 (To Prospectus dated February 10, 2023) OmniAb, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268613). Capitalized terms used in this prospectus supple

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 1, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Comm

OmniAb, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268613 Prospectus Supplement No. 2 (To Prospectus dated February 10, 2023) OmniAb, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268613). Capitalized terms used in this prospectus supple

OmniAb Reports Second Quarter 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Second Quarter 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (August 10, 2023) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and six months ended June 30, 2023, and provided operating and partner program updates. “Our business continued to grow and perfo

OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY (as amended and restated effective June 1, 2023) I. DIRECTOR COMPENSATION

Exhibit 10.1 OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY (as amended and restated effective June 1, 2023) I. DIRECTOR COMPENSATION Non-employee members of the board of directors (the “Board”) of OmniAb, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and stock awards described

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): August 10, 2023 OMNIAB, INC. (Exa

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): August 10, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ 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: 001-40720 OMNIAB, INC. (Exac

Submission of Matters to a Vote of Security Holders

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): June 23, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ 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: 001-40720 OMNIAB, INC. (Exa

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): May 11, 2023 OMNIAB, INC. (Exact

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): May 11, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commissi

OmniAb Reports First Quarter 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 8:30 a.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports First Quarter 2023 Financial Results and Business Highlights Conference Call with Slides Begins at 8:30 a.m. Eastern Time Today EMERYVILLE, Calif. (May 11, 2023) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three months ended March 31, 2023, and provided operating and partner program updates. “Our first quarter performance is a strong start to

As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. 333-268613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURI

Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) OmniAb, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only

As filed with the Securities and Exchange Commission on March 30, 2023

POS EX 1 post-effectiveamendmentno1.htm POS EX As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. 333-268613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMNIAB, INC. (Exact name of registrant as specified in its charter) Delaware 8731 9

OmniAb, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268613 Prospectus Supplement No. 1 (To Prospectus dated February 10, 2023) OmniAb, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268613). Capitalized terms used in this prospectus supple

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): March 31, 2023 OMNIAB, INC. (Exac

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): March 31, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

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): March 30, 2023 OMNIAB, INC. (Exac

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): March 30, 2023 OMNIAB, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation or organization) (Commis

OmniAb Reports Fourth Quarter and Full Year 2022 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today

Exhibit 99.1 OmniAb Reports Fourth Quarter and Full Year 2022 Financial Results and Business Highlights Conference Call with Slides Begins at 4:30 p.m. Eastern Time Today EMERYVILLE, Calif. (March 30, 2023) – OmniAb, Inc. (NASDAQ: OABI) today reported financial results for the three and 12 months ended December 31, 2022, and provided operating and partner program updates. “Following the closing of

Assignment of Lease, Consent to Assignment of Lease and First Amendment to Lease, dated for reference purposes only as of October 26, 2022, by Emery Station Office II, LLC, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.

Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ASSIGNMENT OF LEASE, CONSENT TO ASSIGNMENT OF LEASE AND FIRST AMENDMENT TO LEASE This Assignment of Lease, Consent to Assignment of Lease and First Amendment

Exhibit 4.5

Exhibit 4.5 DESCRIPTION OF OUR SECURITIES The following is a description of the capital stock of OmniAb, Inc. (“we,” “us,” and “our”) and certain provisions of our certificate of incorporation and bylaws and the General Corporation Law of the State of Delaware (the “DGCL”), as well as the terms of our Warrants (as defined below). This description is summarized from, and qualified in its entirety b

Certificate of Incorporation of the Registrant

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OMNIAB, INC. ARTICLE I NAME The name of the corporation is OmniAb, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the name of its registered agent

OmniAb, Inc. Director Compensation and Stock Ownership Policy (as amended and restated effective February 3, 2023)

Exhibit 10.19 OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY (as amended and restated effective February 3, 2023) I. DIRECTOR COMPENSATION Non-employee members of the board of directors (the “Board”) of OmniAb, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and stock awards descr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-40720 OMNIAB, INC. (Exact name of

Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Matthew W. Foehr

Exhibit 10.21 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (“Agreement”) is made effective as of November 1, 2022, by and between OmniAb, Inc., a Delaware corporation (the “Company”), and Matthew W. Foehr (“Employee”). The parties agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) “Cause”

Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Charles S. Berkman

Exhibit 10.23 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (“Agreement”) is made effective as of November 1, 2022, by and between OmniAb, Inc., a Delaware corporation (the “Company”), and Charles S. Berkman (“Employee”). The parties agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) “Cause

Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Kurt A. Gustafson

Exhibit 10.22 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (“Agreement”) is made effective as of November 1, 2022, by and between OmniAb, Inc., a Delaware corporation (the “Company”), and Kurt A. Gustafson (“Employee”). The parties agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) “Cause”

OABI / OmniAb Inc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* OmniAb, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 68218J103 (CUSIP Numb

OABI / OmniAb Inc / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 OABISC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) OMNIAB, INC. (formerly Avista Public Acquisition Corp. II) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 68218J103 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires fil

OmniAb, Inc. Up to 36,450,645 Shares of Common Stock Up to 11,345,489 Warrants Up to 19,012,156 Shares of Common Stock Issuable Upon Exercise of Warrants

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268613 PROSPECTUS OmniAb, Inc. Up to 36,450,645 Shares of Common Stock Up to 11,345,489 Warrants Up to 19,012,156 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by OmniAb, Inc. (“we,” “us,” “our,” the “Company,” “Registrant,” and “OmniAb”) of up to 24,273,938 shares of c

OABI / OmniAb Inc / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* OmniAb, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 68218J103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

OmniAb, Inc. 5980 Horton Street, Suite 600 Emeryville, California 94608 February 8, 2023

OmniAb, Inc. 5980 Horton Street, Suite 600 Emeryville, California 94608 February 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Nicholas Nalbantian Re: OmniAb, Inc. Registration Statement on Form S-1 (As Amended) File No. 333-268613 Ladies and Gentlemen: In accor

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) OmniAb, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to

As filed with the Securities and Exchange Commission on February 6, 2023 Registration No. 333-268613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

Table of Contents As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.

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CORRESP 1 filename1.htm 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles T

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. (Exa

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 Numbe

OmniAb, Inc. ONE OF THE LARGEST GREENFIELDS IN THE PHARMA INDUSTRY >65 partners HAVE ACCESS TO OMNIAB ANTIBODIES >280 Programs and 3 PRODUCT approvals Transgenic animals for fully human and Bispecific antibody Discovery LEADING AND PROVEN TECHNOLOGY

EX-99.1 2 d428015dex991.htm EX-99.1 OmniAb, Inc. Nasdaq: OABI January 2023 Exhibit 99.1 We caution you that this presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, expected cash runway, business strategy, our expectations re

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CORRESP 1 filename1.htm 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul January 5, 2023 Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Av

As filed with the Securities and Exchange Commission on January 5, 2023 Registration No. 333-268613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on January 5, 2023 Registration No.

Power of Attorney (see signature page)

S-8 As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) OmniAb, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1(k)(1) thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement

OABI / OmniAb Inc / Avista Acquisition LP II - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

As filed with the Securities and Exchange Commission on November 30, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMNIAB, INC. (Exa

Table of Contents As filed with the Securities and Exchange Commission on November 30, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) OmniAb, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to

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): November 18, 2022 OmniAb, Inc. (E

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): November 18, 2022 OmniAb, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40720 (Commission File Number) 98-158

OmniAb Reports Third Quarter 2022 Financial Results and Business Highlights

Exhibit 99.1 OmniAb Reports Third Quarter 2022 Financial Results and Business Highlights EMERYVILLE, Calif. (November 15, 2022) ? OmniAb, Inc. (NASDAQ: OABI) reported financial results for the three and nine months ended September 30, 2022 and provided operating and program updates. OmniAb was part of Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) until its spin-off as an independent publicly

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2022 OmniAb, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation) (Commission File Num

OMNIAB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.1 Exhibit 99.1 OMNIAB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “OmniAb,” “we,” “us” and “our” refer to OmniAb, Inc., a Delaware corporation (which changed its name to OmniAb Operations, Inc. on October

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022. Unless the context otherwise requires, the “Company” refers to OmniAb, Inc.

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1(k)(1) thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 OmniAb, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation) (Co

OABI / OmniAb Inc / Avista Acquisition LP II - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

OmniAb, Inc. (which changed its name to OmniAb Operations, Inc. on October 31, 2022) (A Business of Ligand Pharmaceuticals Incorporated) CONDENSED COMBINED BALANCE SHEETS (in thousands) September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current

EX-99.2 Exhibit 99.2 OmniAb, Inc. (which changed its name to OmniAb Operations, Inc. on October 31, 2022) (A Business of Ligand Pharmaceuticals Incorporated) CONDENSED COMBINED BALANCE SHEETS (in thousands) September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Accounts receivable, net $ 4,722 $ 21,136 Prepaid expenses 1,125 785 Transaction costs 5,931 — Other current assets 1,237

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Letter from Marcum LLP to the SEC.

Exhibit 16.1 November 7, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II) under Item 4.01 of its Form 8-K dated November 7, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a positi

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 1, 2022 OmniAb, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation) (Commission File Numb

OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan.

Exhibit 10.18 OMNIAB, INC. 2022 LIGAND SERVICE PROVIDER ASSUMED AWARD PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub Inc. (collecti

Certificate of Incorporation of the Registrant.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OMNIAB, INC. ARTICLE I NAME The name of the corporation is OmniAb, Inc. (the ?Corporation?). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation?s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the name of its registered agent

OmniAb, Inc. Severance Plan (incorporated by reference to Exhibit 10.21 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.21 OMNIAB, INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Effective Date: November 1, 2022 1. Purpose. The purpose of this OmniAb, Inc. Severance Plan (this ?Plan?) is to provide certain Severance Payments and Benefits (as defined below) to designated employees of the Company in the event of a termination of their employment in certain specified circumstances. This Plan is an ?employe

Assignment, Assumption and Amendment Agreement, dated November 1, 2022, by and among OmniAb, Inc., Continental Stock Transfer & Trust Company and Computershare Trust Company, N.A.

Exhibit 4.2 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the ?Agreement?) is entered into and effective as of November 1, 2022 by and among OmniAb, Inc., a Delaware corporation (the ?Company?), Continental Stock Transfer & Trust Company, a New York corporation (?Continental?) and Computershare Trust Company, N.A., a federally chartered trust c

OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan (incorporated by reference to Exhibit 10.19 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.19 OMNIAB, INC. 2022 OMNIAB SERVICE PROVIDER ASSUMED AWARD PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub Inc. (collecti

Transition Services Agreement, dated November 1, 2022, by and between Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc., with respect to services provided by Ligand Pharmaceuticals Incorporated to OmniAb Operations, Inc. (incorporated by reference to Exhibit 10.11 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.11 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the ?Effective Date?), by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation (?Ligand? or ?Provider?), and OmniAb Operations, Inc., a Delaware Corporation (?OmniAb?). Each of Pr

Transition Services Agreement, dated November 1, by and between Ligand Pharmaceuticals Incorporated and OmniAb, Inc., with respect to services provided by Ligand Pharmaceuticals Incorporated to OmniAb, Inc.

Exhibit 10.11 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the ?Effective Date?), by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation (?Ligand? or ?Provider?), and OmniAb Operations, Inc., a Delaware Corporation (?OmniAb?). Each of Pr

OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan.

Exhibit 10.19 OMNIAB, INC. 2022 OMNIAB SERVICE PROVIDER ASSUMED AWARD PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub Inc. (collecti

Assignment, Assumption and Amendment Agreement, dated November 1, 2022, by and among OmniAb, Inc., Continental Stock Transfer & Trust Company and Computershare Trust Company, N.A.

Exhibit 4.2 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the ?Agreement?) is entered into and effective as of November 1, 2022 by and among OmniAb, Inc., a Delaware corporation (the ?Company?), Continental Stock Transfer & Trust Company, a New York corporation (?Continental?) and Computershare Trust Company, N.A., a federally chartered trust c

List of Subsidiaries of OmniAb, Inc. (incorporated by reference to Exhibit 21.1 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 21.1 List of Subsidiaries of the Registrant Wholly Owned Subsidiary Place of Incorporation Ab Initio Biotherapeutics, Inc. Delaware Crystal Bioscience, Inc. California Icagen, LLC Delaware OmniAb Operations, Inc. Delaware Taurus Biosciences, LLC Delaware xCella Biosciences, Inc. Delaware

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022. Unless the context otherwise requires, the ?Company? refers to OmniAb, Inc., a Dela

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2022. Unless the context otherwise requires, the ?Company? refers to OmniAb, Inc., a Dela

List of Subsidiaries of OmniAb, Inc.

Exhibit 21.1 List of Subsidiaries of the Registrant Wholly Owned Subsidiary Place of Incorporation Ab Initio Biotherapeutics, Inc. Delaware Crystal Bioscience, Inc. California Icagen, LLC Delaware OmniAb Operations, Inc. Delaware Taurus Biosciences, LLC Delaware xCella Biosciences, Inc. Delaware

Letter from Marcum LLP to the SEC (incorporated by reference to Exhibit 16.1 of the Registrant’s Form 8-K/A filed with the SEC on November 7, 2022).

Exhibit 16.1 November 7, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II) under Item 4.01 of its Form 8-K dated November 7, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a positi

Amended and Restated Registration and Shareholder Rights Agreement, dated November 1, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K, filed with the SEC on November 7, 2022)

Exhibit 10.7 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of Novembe

OmniAb, Inc. Director Compensation and Stock Ownership Policy

Exhibit 10.20 OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY I. DIRECTOR COMPENSATION Non-employee members of the board of directors (the ?Board?) of OmniAb, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy, effective as of the date of the consummation of the transactions (the ?Merger?) contemplated by t

Form of Restricted Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan (incorporated by reference to Exhibit 10.15 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.15 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Part

Form of Stock Option Agreement under the OmniAb, Inc. 2022 Incentive Award Plan (incorporated by reference to Exhibit 10.14 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.14 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Participant?) the stoc

Form of Stock Option Agreement under the OmniAb, Inc. 2022 Incentive Award Plan.

Exhibit 10.14 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Participant?) the stoc

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OMNIAB, INC. ARTICLE I NAME The name of the corporation is OmniAb, Inc. (the ?Corporation?). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation?s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the name of its registered agent

Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

EX-3.2 Exhibit 3.2 Bylaws of OmniAb, Inc. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I — CORPORATE OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Notice of Business to be Brought before a Meeting 1 Section 2.5 Notice of N

Amended and Restated Registration and Stockholder Rights Agreement, dated November 1, 2022 by and among OmniAb, Inc., Avista Acquisition LP II and the other parties named therein (incorporated by reference to Exhibit 10.7 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.7 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of Novembe

OmniAb, Inc. Severance Plan.

Exhibit 10.21 OMNIAB, INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Effective Date: November 1, 2022 1. Purpose. The purpose of this OmniAb, Inc. Severance Plan (this ?Plan?) is to provide certain Severance Payments and Benefits (as defined below) to designated employees of the Company in the event of a termination of their employment in certain specified circumstances. This Plan is an ?employe

Form of Restricted Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan.

Exhibit 10.15 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Part

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 OmniAb, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40720 98-1584818 (State or other jurisdiction of incorporation) (

Bylaws of the Registrant.

Exhibit 3.2 Bylaws of OmniAb, Inc. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I ? CORPORATE OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II ? MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Notice of Business to be Brought before a Meeting 1 Section 2.5 Notice of Nominati

Transition Services Agreement, dated November 1, by and between Ligand Pharmaceuticals Incorporated and OmniAb, Inc., with respect to services provided by OmniAb, Inc. to Ligand Pharmaceuticals Incorporated.

Exhibit 10.12 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the ?Effective Date?), by and between OmniAb Operations, Inc., a Delaware corporation (?OmniAb? or ?Provider?), and Ligand Pharmaceuticals Incorporated, a Delaware Corporation (?Ligand?). Each of Pr

OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan (incorporated by reference to Exhibit 10.18 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.18 OMNIAB, INC. 2022 LIGAND SERVICE PROVIDER ASSUMED AWARD PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub Inc. (collecti

Tax Matters Agreement, dated November 1, 2022, by and among OmniAb, Inc., Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc.

Exhibit 10.10 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. TAX MATTERS AGREEMENT by and among OMNIAB, INC. (F/K/A AVISTA PUBLIC ACQUISITION CORP. II) LIGAND PHARMACEUTICALS INCORPORATED and OMNIAB OPERATIONS, INC. (F/K/A OMNIAB, INC.) D

Form of Performance Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan

Exhibit 10.16 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Part

Form of Performance Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan.

Exhibit 10.16 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the ?Plan?) of OmniAb, Inc. (the ?Company?). The Company hereby grants to the participant listed below (?Part

OmniAb, Inc. Director Compensation and Stock Ownership Policy (incorporated by reference to Exhibit 10.20 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.20 OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY I. DIRECTOR COMPENSATION Non-employee members of the board of directors (the ?Board?) of OmniAb, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy, effective as of the date of the consummation of the transactions (the ?Merger?) contemplated by t

Transition Services Agreement, dated November 1, by and between Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc., with respect to services provided by OmniAb Operations, Inc. to Ligand Pharmaceuticals Incorporated (incorporated by reference to Exhibit 10.12 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.12 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the ?Effective Date?), by and between OmniAb Operations, Inc., a Delaware corporation (?OmniAb? or ?Provider?), and Ligand Pharmaceuticals Incorporated, a Delaware Corporation (?Ligand?). Each of Pr

Tax Matters Agreement, dated November 1, 2022, by and among OmniAb, Inc., Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc. (incorporated by reference to Exhibit 10.10 of the Registrant’s Form 8-K filed with the SEC on November 7, 2022).

Exhibit 10.10 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. TAX MATTERS AGREEMENT by and among OMNIAB, INC. (F/K/A AVISTA PUBLIC ACQUISITION CORP. II) LIGAND PHARMACEUTICALS INCORPORATED and OMNIAB OPERATIONS, INC. (F/K/A OMNIAB, INC.) D

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): October 24, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commiss

OmniAb, Inc. 2022 Incentive Award Plan

Exhibit 10.1 OMNIAB, INC. 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defin

OmniAb, Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2022).

Exhibit 10.2 OMNIAB, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an

Avista Public Acquisition Corp. II Announces Effectiveness of Registration Statement and Sets Date for Extraordinary General Meeting to Vote on Proposed Business Combination Extraordinary General Meeting of APAC Shareholders to Vote on Proposed Busin

Filed by Avista Public Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avista Public Acquisition Corp. II Commission File No. 001-40720 Date: October 3, 2022 Avista Public Acquisition Corp. II Announces Effectiveness of Registration Statement and Sets Date for Extraordinar

How to vote?

Filed by Avista Public Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avista Public Acquisition Corp. II Commission File No. 001-40720 Date: October 3, 2022 How to vote? Please follow the instructions provided on the enclosed proxy card or vote instruction form. How do I

AVISTA PUBLIC ACQUISITION CORP. II A Cayman Islands Exempted Company (Company Number 306402) 65 East 55th Street, 18th Floor New York, NY 10022 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF AVISTA PUBLIC ACQUISITION CORP. II (A CAYMAN ISLANDS

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)3? ?Registration No. 333-264525? AVISTA PUBLIC ACQUISITION CORP. II A Cayman Islands Exempted Company (Company Number 306402) 65 East 55th Street, 18th Floor New York, NY 10022 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF AVISTA PUBLIC ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 149,137,552 SHARES OF COMMON STOCK A

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VIA EDGAR September 28, 2022 Avista Public Acquisition Corp. II 65 East 55th Street 18th Floor New York, NY 10022 (212) 593-6900 Brian Fetterolf and Erin Jaskot U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549-3561 Re: Avista Public Acquisition Corp. II Amendment No. 5 to Registration Statement on Form S-4 Fi

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 27, 2022 VIA EDGAR TRANSMISSION Brian Fetterolf United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.

Amended and Restated Employee Matters Agreement, dated August 18, 2022, by and among Avista Public Acquisition Corp. II, Orwell Merger Sub Inc., Ligand Pharmaceuticals Incorporated and OmniAb, Inc. (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-4 (File No. 333-264525) filed with the SEC on September 27, 2022).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 27, 2022 Registration No.

Form of Certificate of Incorporation of OmniAb, Inc., to become effective upon Domestication (included as

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

Form of Proxy Card for Avista Public Acquisition Corp. II’s extraordinary general meeting.

Exhibit 99.1 AVISTA PUBLIC ACQUISITION CORP. II PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 20140 Avista Public Acquisition Corp. II Proxy Card REV1 Front INTERNET ? www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting ? If you plan to attend

Power of Attorney.

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints each of Benjamin Silbert and John Cafasso, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all

Office/Laboratory Lease between Emery Station Office II, LLC and Ligand Pharmaceuticals Incorporated, dated June 8, 2021 (incorporated by reference to Exhibit 10.26 of the Registrant’s Registration Statement on Form S-4 (File No. 333-264525) filed with the SEC on September 27, 2022).

Exhibit 10.26 OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND LIGAND PHARMACEUTICALS INCORPORATED (TENANT) 5980 Horton Street Emeryville, California Table of Contents Page Article 1 BASIC LEASE PROVISIONS 1 1.1 BASIC LEASE PROVISIONS 1 1.2 ENUMERATION OF EXHIBITS AND RIDER(S) 5 1.3 DEFINITIONS 5 Article 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING 11 2.1 LE

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CORRESP 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 12, 2022 VIA EDGAR TRANSMISSION Brian Fetterolf United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Avista Public Acquisition Corp. II Amendment No. 3 to Registration Statement on Form S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 22, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commissi

Ligand Announces that Janssen has Received Approval from European Commission for TECVAYLI® (teclistamab) for the Treatment of Patients with Relapsed or Refractory Multiple Myeloma First European Commission approval of a bispecific antibody discovered

425 1 tm2224508d2425.htm 425 Filed by: Ligand Pharmaceuticals Incorporated Commission File No.: 001-33093 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Avista Public Acquisition Corp. II (Commission File No.: 001-40720) Ligand Announces that Janssen has Received Approval from European Commission for TECVAYLI® (teclistamab) for the Treatment of Patients with Relapsed or Ref

Form of 2022 OmniAb Service Provider Assumed Award Plan.

Exhibit 10.21 OMNIAB, INC. 2022 OMNIAB SERVICE PROVIDER ASSUMED AWARD PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub Inc. (collecti

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 22, 2022 VIA EDGAR TRANSMISSION Brian Fetterolf United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.

Filing Fee Table.

EX-FILING FEES 6 ahpa-20220416xexfilingfees.htm EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) Avista Public Acquisition Corp. II (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Off

As filed with the Securities and Exchange Commission on August 22, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 22, 2022 Registration No.

Form of 2022 Ligand Service Provider Assumed Award Plan.

Exhibit 10.20 ? OMNIAB, INC. ? 2022 LIGAND SERVICE PROVIDER ASSUMED AWARD PLAN ? ARTICLE ONE ? GENERAL PROVISIONS ? I. PURPOSE OF THE PLAN ? The Corporation is a party to the transactions contemplated by that certain Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, the Corporation, Avista Public Acquisition Corp. II (?Merger Parent?), and Orwell Merger Sub In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Consent of Joshua Tamaroff to be named as a director.

Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

Amended and Restated License Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc. and Icagen, LLC, dated May 29, 2020, as amended (incorporated by reference to Exhibit 10.29 of the Registrant’s Registration Statement on Form S-4 (File No. 333-264525) filed with the SEC on September 27, 2022).

Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Amended and Restated License Agreement This Amended and Restated License Agreement (?Agreement?) is made on May 29, 2020 by and between F. Hoffmann-La Roche

As filed with the Securities and Exchange Commission on July 26, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2022 Registration No.

Antibody License Agreement between CNA Development LLC and OmniAb, Inc. dated December 20, 2012 (incorporated by reference to Exhibit 10.27 of the Registrant’s Registration Statement on Form S-4 (File No. 333-264525) filed with the SEC on September 27, 2022).

Exhibit 10.25 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ANTIBODY LICENSE AGREEMENT This Antibody License Agreement (?Agreement?) is entered into effective December 20, 2012 (?Effective Date?) by Open Monoclonal Te

Research, Development and Commercialization Agreement between Cystic Fibrosis Foundation and Icagen, LLC, dated May 1, 2018, as amended (incorporated by reference to Exhibit 10.28 of the Registrant’s Registration Statement on Form S-4 (File No. 333-264525) filed with the SEC on September 27, 2022).

Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN ICAGEN, INC. AND CYSTIC FIBROSIS FOUNDATION RESEARCH, DEVELOPMENT AND COMMERCIALIZATION

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CORRESP 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax July 26, 2022 VIA EDGAR TRANSMISSION Brian Fetterolf United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Avista Public Acquisition Corp. II Amendment No. 1 to Registration Statement on Form S-4 Fi

Analyst Teach - In June 21, 2022 11 am EDT

Exhibit 99.1 Analyst Teach - In June 21, 2022 11 am EDT 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combination (the Business Combination) between Avista Public Acquisition Corp. II (APAC) and OmniAb, Inc. (OmniAb), a wholly owned subsidiary of Ligand

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): June 21, 2022 AVISTA PUBLIC ACQUI

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): June 21, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 21, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commission

Analyst Teach - In June 21, 2022 11 am EDT

Exhibit 99.1 Analyst Teach - In June 21, 2022 11 am EDT 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combination (the Business Combination) between Avista Public Acquisition Corp. II (APAC) and OmniAb, Inc. (OmniAb), a wholly owned subsidiary of Ligand

As filed with the Securities and Exchange Commission on June 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 10, 2022 Registration No.

Form of OmniAb, Inc. Change in Control Severance Agreement for Executive Officers.

? Exhibit 10.21 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (?Agreement?) is made effective as of , 2022, by and between OmniAb, Inc., a Delaware corporation (the ?Company?), and (?Employee?). The parties agree as follows: 1.Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a)?Cause? shall mean any of the follo

Form of OmniAb, Inc. Severance Plan.

? Exhibit 10.22 ? OMNIAB, INC. ? SEVERANCE PLAN ? AND SUMMARY PLAN DESCRIPTION ? Effective Date: [], 2022 ? 1.Purpose. The purpose of this OmniAb, Inc. Severance Plan (this ?Plan?) is to provide certain Severance Payments and Benefits (as defined below) to designated employees of the Company in the event of a termination of their employment in certain specified circumstances. This Plan is an ?empl

Form of OmniAb, Inc. Non-Employee Director Compensation Program.

Exhibit 10.20 OMNIAB, INC. DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY I. DIRECTOR COMPENSATION Non-employee members of the board of directors (the ?Board?) of OmniAb, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy, effective as of the date of the consummation of the transactions (the ?Merger?) contemplated by t

Specimen Common Stock Certificate of OmniAb, Inc.

Exhibit 4.5 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] ? OMNIAB, INC. A DELAWARE CORPORATION COMMON STOCK This Certifies that is the owner of ? FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF OMNIAB, INC. (THE ?CORPORATION?) transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certif

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767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax June 10, 2022 VIA EDGAR TRANSMISSION Brian Fetterolf United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUAN

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Avista Public Acquisition Corp. II (Name of Registrant as Specified in Charter)

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Number: 3235-0058 Washington, D.

Ligand Reports First Quarter 2022 Financial Results Conference Call Begins at 4:30 p.m. Eastern Time Today

425 1 form425q12022earningsrele.htm 425 Filed by: Ligand Pharmaceuticals Incorporated Commission File No.: 001-33093 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Avista Public Acquisition Corp. II (Commission File No.: 001-40720) Contacts: Ligand Pharmaceuticals Incorporated LHA Investor Relations Simon Latimer Bruce Voss Email: [email protected] Email: [email protected]

Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022

DEL AM 1 tm2212114d5delam.htm DEL AM Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 April 29, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for Avista Public Acquisition Corp. II Registration Statement on Form S-4 (File No. 333-264525) Ladies and G

Power of Attorney (included on signature page to the initial filing of the Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on April 27, 2022 Registration No.

Form of OmniAb, Inc. Indemnification Agreement for Directors and Officers.

Exhibit 10.23 ? OMNIAB, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 20 by and between OmniAb, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/ an officer] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnifica

Lab Lease Between Emery Station Office II, LLC and Crystal Bioscience, Inc., dated February 16, 2009, as amended.

? Exhibit 10.24 LAB LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND CRYSTAL BIOSCIENCE, INC. (TENANT) EMERY STATION NORTH Emeryville, California ? ARTICLE 1 BASIC LEASE PROVISIONS 1 1.1 BASIC LEASE PROVISIONS 1 1.2 ENUMERATION OF EXHIBITS AND RIDER 2 1.3 DEFINITIONS 3 ARTICLE 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING 8 2.1 LEASE OF PREMISES 8 2.2 TERM 9 2.3 FAILURE TO GIV

Antibody License Agreement between CNA Development LLC and OmniAb, Inc., dated December 20, 2012.

? Exhibit 10.25 ANTIBODY LICENSE AGREEMENT This Antibody License Agreement (?Agreement?) is entered into effective December 20, 2012 (?Effective Date?) by Open Monoclonal Technologies, Inc. (?OMT?), a Delaware corporation having its principal place of business at 2747 Ross Road, Suite A, Palo Alto, CA 94303 and CNA Development LLC (?Licensee?), a Delaware limited liability company, having its prin

Consent of Jennifer Cochran to be named as a director.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

Consent of Matthew W. Foehr to be named as a director.

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

Filing Fee Table

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) Avista Public Acquisition Corp.

Research, Development and Commercialization Agreement between Cystic Fibrosis Foundation and Icagen, LLC, dated May 1, 2018, as amended.

? Exhibit 10.26 RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN ICAGEN, INC. AND CYSTIC FIBROSIS FOUNDATION ? ? ? RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT CONTENTS ? Clause Page ARTICLE I ? DEFINITIONS 1 ARTICLE II ? RESEARCH PLAN 6 ARTICLE III ? AWARD AMOUNT PAYMENTS; RECORDS 11 ARTICLE IV ? COMMERCIALIZATION; ROYALTIES 15 ARTICLE V ? CONFIDENTIALITY 18 ARTICLE V

Form of Proxy Card for Avista Public Acquisition Corp. II’s extraordinary general meeting.

Exhibit 99.1 ? ? ? 20140 Avista Public Acquisition Corp. II Proxy Card REV1 Front YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK ??? EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Intern

Amended and Restated License Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche lnc. and Icagen, LLC, dated May 29, 2020, as amended.

? Exhibit 10.27 Amended and Restated License Agreement This Amended and Restated License Agreement (?Agreement?) is made on May 29, 2020 by and between F. Hoffmann-La Roche Ltd with an office and place of business at [***] (?Roche [***]?) and Hoffmann-La Roche lnc. with an office and place of business at [***] (?Roche US?; Roche [***] and Roche US together referred to as ?Roche?) on the one hand a

List of subsidiaries of OmniAb, Inc.

? Exhibit 21.1 List of Principal Subsidiaries of OmniAb, Inc. In connection with the separation of OmniAb, Inc. from Ligand Pharmaceuticals Incorporated, the following entities will become wholly owned subsidiaries of OmniAb, Inc. ? Wholly Owned Subsidiary Place of Incorporation ? ? ? Ab Initio Biotherapeutics, Inc. ? Delaware Crystal Bioscience, Inc. ? California Icagen, LLC ? Delaware Taurus Bio

Consent of Sunil Patel to be named as a director.

EX-99.5 14 ahpa-20220416xex99d5.htm EXHIBIT-99.5 Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in t

Consent of Carolyn Bertozzi to be named as a director.

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

Consent of Sarah Boyce to be named as a director.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

Consent of John L. Higgins to be named as a director.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Avista Public Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities.

Exhibit 4.4 ? DESCRIPTION OF SECURITIES The following description sets forth certain material terms and provisions of the securities of Avista Public Acquisition Corp. II (?we,? ?us?, ?our? or the ?Company?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References to our ?sponsor? refer to Avista Acquisition LP II, a Cayman Islands ex

Employee Matters Agreement, dated as of March 23, 2022, by and among Ligand Pharmaceuticals Incorporated, Avista Public Acquisition Corp. II, OmniAb, Inc. and Orwell Merger Sub Inc.

? Exhibit 10.1 ? Execution Version ? EMPLOYEE MATTERS AGREEMENT ? This EMPLOYEE MATTERS AGREEMENT (this ?Agreement?), dated as of March?23, 2022, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (the ?Company?), OmniAb,?Inc., a Delaware corporation and a wholly owned subsidiary of the Company (?SpinCo?), Avista Public Acquisition Corp. II, a Cayman Islands e

Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.

Exhibit 2.2 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC. and AVISTA PUBLIC ACQUISITION CORP. II Dated as of March 23, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 2 Section 1.1 General 2 Section 1.2 References; Interpretation 21 Article II THE SEPARATION 21 Section 2.1 General 21 Section 2.2 Restructu

Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II and the other parties signatory thereto.

Exhibit 2.3 Execution Version March 23, 2022 Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 Re: Letter Agreement Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of March 23, 2022 (the ?Merger Agreement?), by and among Ligand Pharmaceuticals Incorporated (?Ligand?), a Delaware corporation, OmniAb, Inc., a Delaware

Employee Matters Agreement, dated as of March 23, 2022, by and among Ligand Pharmaceuticals Incorporated, Avista Public Acquisition Corp. II, OmniAb, Inc. and Orwell Merger Sub Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2022).

? Exhibit 10.1 ? Execution Version ? EMPLOYEE MATTERS AGREEMENT ? This EMPLOYEE MATTERS AGREEMENT (this ?Agreement?), dated as of March?23, 2022, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (the ?Company?), OmniAb,?Inc., a Delaware corporation and a wholly owned subsidiary of the Company (?SpinCo?), Avista Public Acquisition Corp. II, a Cayman Islands e

Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2022).

Exhibit 2.2 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC. and AVISTA PUBLIC ACQUISITION CORP. II Dated as of March 23, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 2 Section 1.1 General 2 Section 1.2 References; Interpretation 21 Article II THE SEPARATION 21 Section 2.1 General 21 Section 2.2 Restructu

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): March 23, 2022 AVISTA PUBLIC ACQU

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): March 23, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commissio

Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2022).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2022 by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC., AVISTA PUBLIC ACQUISITION CORP. II and ORWELL MERGER SUB INC. -i- TABLE OF CONTENTS Page Article I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Cross References 23 Section 1.3 Interpretation 24 Article II THE MERGER 26 Section 2.1 The Merger 2

Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II and the other parties signatory thereto (incorporated by reference to Exhibit 2.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2022).

Exhibit 2.3 Execution Version March 23, 2022 Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 Re: Letter Agreement Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of March 23, 2022 (the ?Merger Agreement?), by and among Ligand Pharmaceuticals Incorporated (?Ligand?), a Delaware corporation, OmniAb, Inc., a Delaware

Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc. (incorporated by reference to Exhibit 2.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2022).

Exhibit 2.4 ? Execution Version ? AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT ? This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of March?23, 2022, by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the ?Purchaser?), and OmniAb,?Inc

Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc.

Exhibit 2.4 ? Execution Version ? AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT ? This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of March?23, 2022, by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the ?Purchaser?), and OmniAb,?Inc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 23, 2022 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commissio

Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2022 by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC., AVISTA PUBLIC ACQUISITION CORP. II and ORWELL MERGER SUB INC. -i- TABLE OF CONTENTS Page Article I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Cross References 23 Section 1.3 Interpretation 24 Article II THE MERGER 26 Section 2.1 The Merger 2

ANCHORED SPIN-OFF INVESTOR PRESENTATION March 2022 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combin

Exhibit 99.2 ANCHORED SPIN-OFF INVESTOR PRESENTATION March 2022 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combination (the Business Combination) between Avista Public Acquisition Corp. II (APAC) and OmniAb, Inc. (OmniAb), a wholly owned subsidiary o

Ligand to Spin-Off its OmniAb Business Through Merger with Avista Public Acquisition Corp. II Transaction will result in OmniAb becoming an independent publicly traded company Ligand’s shareholders to receive 100% of Ligand’s shares in OmniAb through

Exhibit 99.1 Ligand to Spin-Off its OmniAb Business Through Merger with Avista Public Acquisition Corp. II Transaction will result in OmniAb becoming an independent publicly traded company Ligand?s shareholders to receive 100% of Ligand?s shares in OmniAb through a tax-free distribution immediately prior to the merger EMERYVILLE, CALIFORNIA and NEW YORK (March 23, 2022) ? Ligand Pharmaceuticals In

Financial Statements and Exhibits, Other Events

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): March 23, 2022 Avista Public Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commissio

Transcribed By:

Exhibit 99.3 Project Orwell Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors. This transcr

ANCHORED SPIN-OFF INVESTOR PRESENTATION March 2022 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combin

Exhibit 99.2 ANCHORED SPIN-OFF INVESTOR PRESENTATION March 2022 2 LEGAL DISCLAIMERS About this Presentation This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combination (the Business Combination) between Avista Public Acquisition Corp. II (APAC) and OmniAb, Inc. (OmniAb), a wholly owned subsidiary o

Transcribed By:

Exhibit 99.3 Project Orwell Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors. This transcr

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): March 23, 2022 Avista Public Acqu

425 1 tm2210239d2425.htm 425 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): March 23, 2022 Avista Public Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or oth

Ligand to Spin-Off its OmniAb Business Through Merger with Avista Public Acquisition Corp. II Transaction will result in OmniAb becoming an independent publicly traded company Ligand’s shareholders to receive 100% of Ligand’s shares in OmniAb through

Exhibit 99.1 Ligand to Spin-Off its OmniAb Business Through Merger with Avista Public Acquisition Corp. II Transaction will result in OmniAb becoming an independent publicly traded company Ligand?s shareholders to receive 100% of Ligand?s shares in OmniAb through a tax-free distribution immediately prior to the merger EMERYVILLE, CALIFORNIA and NEW YORK (March 23, 2022) ? Ligand Pharmaceuticals In

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 14, 2022 Avista Public Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40720 95-1584818 (State or Other Jurisdiction of (Commission Fi

Promissory Note, dated March 14, 2022, issued by Avista Public Acquisition Corp. II to the Sponsor (incorporated by reference to Exhibit 10.1 of Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on March 14, 2022).

Exhibit 10.1 THIS PROMISSORY NOTE (this ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

KYG072471025 / Avista Public Acquisition Corp. II / CITADEL ADVISORS LLC - AVISTA PUBLIC ACQUISITION CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Avista Public Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of

KYG072471108 / Avista Public Acquisition Corp II / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Avista Public Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G07247110 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

KYG072471025 / Avista Public Acquisition Corp. II / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avista Public Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G07247102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

KYG072471025 / Avista Public Acquisition Corp. II / Avista Acquisition LP II - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Avista Public Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G07247102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) ? Rule 13d-l(b) ? R

KYG072471025 / Avista Public Acquisition Corp. II / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Avista Public Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G07247102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat

AVISTA PUBLIC ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 AVISTA PUBLIC ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 12, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Avista Public Acquisition Corp. II Opinion on the Financ

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2021 (August 12, 2021) AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ T

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 30, 2021 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PUR

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

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): September 27, 2021 AVISTA PUBLIC ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commi

Avista Public Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing September 30, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Avista Public Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing September 30, 2021 NEW YORK, NY, September 27, 2021 ? Avista Public Acquisition Corp. II (the ?Company?) announced that commencing September 30, 2021, holders of the units sold in the Company?s initial public offering of 23,000,000 units may e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Avista Public Acquisition Corp. II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as am

CITADEL ADVISORS LLC - AVISTA PUBLIC ACQUISITION CORP. II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Avista Public Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G072

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Avista Public Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G072471101 (CUSIP Number) August 10, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

AVISTA PUBLIC ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 AVISTA PUBLIC ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 12, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Avista Public Acquisition Corp. II Opinion on the Financial Statement We have audite

Financial Statements and Exhibits, Other Events

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): August 12, 2021 Avista Public Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of (Commissi

INTEGRATED CORE STRATEGIES (US) LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AVISTA PUBLIC ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G07247110** (CUSIP Number) AUGUST 10, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

Forward Purchase Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Avista Acquisition LP II (incorporated by reference to Exhibit 10.7 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.7 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of August 9, 2021, by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?) and Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of

Investment Management Trust Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.1 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 9, 2021 by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration stat

Avista Public Acquisition Corp. II Announces Pricing of $200 Million Initial Public Offering August 9, 2021

Exhibit 99.1 Avista Public Acquisition Corp. II Announces Pricing of $200 Million Initial Public Offering August 9, 2021 NEW YORK, NY-(BUSINESS WIRE)-Avista Public Acquisition Corp. II (the ?Company?), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses, announced today the pricing of its initial public offering of 20,000,000 unit

Amended and Restated Memorandum and Articles of Association of Avista Public Acquisition Corp. II (incorporated by reference to Exhibit 3.1 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Avista Public Acquisition Corp. II (adopted by Special Resolution dated 9 AUGUST 2021 and effective on 9 AUGUST 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Registration and Shareholders Rights Agreement, dated August 9, 2021, among Avista Public Acquisition Corp. II, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.2 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.2 Execution Version REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of August 9, 2021, is made and entered into by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the ?Sponsor?), and the un

Administrative Services Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Avista Acquisition LP II (incorporated by reference to Exhibit 10.4 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.4 Execution Version AVISTA PUBLIC ACQUISITION CORP. II 65 East 55th Street, 18th Floor New York, NY 10022 August 9, 2021 Avista Capital Holdings, LP 65 East 55th Street, 18th Floor New York, NY 10022 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for t

Form of Letter Agreements, dated August 9, 2021, by and among Avista Public Acquisition Corp. II, each of Avista Public Acquisition Corp. II’s officers and directors and Avista Acquisition LP II (incorporated by reference to Exhibit 10.5 to Avista Public Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.5 Execution Version August 9, 2021 Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Avista Public Acquisition Corp. II, a Cayman Isla

Financial Statements and Exhibits, Other Events

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): August 9, 2021 Avista Public Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40720 98-1584818 (State or other jurisdiction of incorporat

Private Placement Warrants Purchase Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Avista Acquisition LP II (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

Exhibit 10.3 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of August 9, 2021, is entered into by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Avista Acquisitio