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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): July 8, 2025
RECURSION PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40323 | 46-4099738 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
41 S Rio Grande Street
Salt Lake City, UT 84101
(Address of principal executive offices) (Zip code)
(385) 269 - 0203
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange |
||
| Class A Common Stock, par value $0.00001 per share | RXRX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
On July 8, 2025, Recursion Pharmaceuticals, Inc. (the “Company”), Exscientia Ventures I, Inc., an indirect wholly-owned subsidiary of the Company (“Buyer Sub”), Rallybio Corporation (“Rallybio”), and Rallybio IPB, LLC, a wholly-owned subsidiary of Rallybio (the “Seller”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on July 8, 2025, Buyer Sub acquired 50% of the issued and outstanding membership interests (the “Membership Interests”) of RE Ventures I, LLC (“ENPP1 JV”) from the Seller in exchange for cash and shares of Class A common stock of the Company (the “Shares”) as further described below (the “Acquisition”). Prior to the closing of the Acquisition, the Company indirectly held 50% of the membership interests of ENPP1 JV. As a result of the Acquisition, ENPP1 JV is an indirect wholly-owned subsidiary of the Company.
Under the terms of the Purchase Agreement, as partial consideration for the Acquisition, on July 8, 2025, the Company paid the Seller 1,457,952 Shares (the “Initial Shares”), calculated by dividing $7,500,000 by a per share price of $5.1442, which is the volume weighted average price of the Class A common stock of the Company over the seven consecutive trading days ending on July 7, 2025, the last trading day before the execution of the Purchase Agreement, and additional cash consideration in the amounts set forth in the Purchase Agreement. In addition, under the terms of the Purchase Agreement, as additional contingent consideration for the Acquisition, if certain milestones with respect to the compound developed by the ENPP1 JV are satisfied, the Company agreed to pay a number of Shares equal to the quotient obtained by dividing $12,500,000 by the volume weighted average price of the Class A common stock of the Company over the seven consecutive trading days ending on the day prior to the date the milestone is met (the “Contingent Shares”).
The Purchase Agreement further provides that notwithstanding anything to the contrary, the aggregate number of Shares that the Company may issue in connection with all payments under the Purchase Agreement shall not exceed 19.9% of (i) the aggregate total of shares of the Company’s Class A Common Stock and the Company’s Class B Common Stock outstanding on July 7, 2025 or (ii) the aggregate total of shares of the Company’s Class A Common Stock and the Company’s Class B Common Stock outstanding the date immediately preceding the date of issuance of any Shares issued pursuant to the Purchase Agreement, whichever is less (the “Share Maximum”). To the extent any issuance of equity consideration required to be made to the Seller under the Purchase Agreement would exceed the Share Maximum, such payments will be made in cash.
The Purchase Agreement also provides that the Company will make additional cash payments to the Seller contingent upon the occurrence of certain future events, including based on the amount of the proceeds received by the Seller from the sale of the Initial Shares and the Contingent Shares under certain circumstances and the occurrence of certain milestones or other events with respect to the compound developed by the ENPP1 JV.
The Company has agreed to use commercially reasonable efforts to, as promptly as practicable, following the issuance to the Seller of Shares under the Purchase Agreement, file a registration statement (or if the Company is a well-known seasoned issuer as of the filing date, an automatic shelf registration statement or a prospectus supplement to an effective automatic shelf registration statement that will become effective upon filing with the SEC pursuant to Rule 462(e)) with the Securities and Exchange Commission (the “SEC”) providing for the resale by the Seller of such issued Shares.
After such registration, the Company has agreed to use commercially reasonable efforts to keep such registration statement effective, subject to limited exceptions, until such date that all Shares covered by such registration statement have been sold thereunder or may be sold without restriction or volume limitation under Rule 144 as promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”).
Based in part upon the representations of the Seller in the MIPA, the offering and sale of the Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Class A common stock or other securities of the Company.
Item 7.01. Regulation FD Disclosure.
On July 8, 2025, the Company issued a press release announcing the Acquisition. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, on this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On July 8, 2025, the Company filed a prospectus supplement dated July 8, 2025 (the “Prospectus Supplement”) and an accompanying base prospectus, which are part of Recursion’s automatic “shelf” Registration Statement on Form S-3ASR (File No. 333-284878) (the “Registration Statement”), which was previously filed on February 12, 2025 with the Securities and Exchange Commission (the “SEC”). The Prospectus Supplement was filed to register for resale 1,457,952 Shares that were issued as the Initial Shares under the Purchase Agreement as further described in Item 3.02 above, which is incorporated herein by reference. The offering of the Shares was made pursuant to an exemption from registration under the Securities Act.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the Shares is filed herewith as Exhibit 5.1.
Forward Looking Statements
The Company cautions you that statements contained in this report includes or is based upon “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, including, without limitation, those regarding all actions and obligations under the Purchase Agreement, and all other statements that are not historical facts. Forward-looking statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements such as those described under the heading “Risk Factors” in the Company’s filings with the SEC, including the Company’s most recent Annual Report on Form 10-K and all subsequently filed Quarterly Reports on Form 10-Q. The Company undertakes no obligation to correct or update any such statements, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |
| 99.1 | Press Release issued by the Company dated July 8, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on July 8, 2025.
| RECURSION PHARMACEUTICALS, INC. | ||
| By: | /s/ Nathan Hatfield |
|
| Nathan Hatfield | ||
| Chief Legal Officer | ||
Exhibit 5.1
|
Wilson Sonsini Goodrich & Rosati Professional Corporation 95 South State Street, Suite 1000 Salt Lake City, UT 84111 T: 801-401-8510 |
July 8, 2025
Recursion Pharmaceuticals, Inc.
41 S. Rio Grand St.
Salt Lake City, Utah 84101
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3ASR (File No. 333-284878) (the “Registration Statement”), including the prospectus dated February 12, 2025 included therein (the “Base Prospectus”), filed by Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Act”), of the Securities (as defined below).
The Registration Statement relates to the proposed offer and sale by the selling stockholder (the “Selling Stockholder”), from time to time, pursuant to Rule 415 under the Act, as set forth in the Registration Statement, the Base Prospectus and a prospectus supplement dated as of July 8, 2025 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), of up to an aggregate of 1,457,952 shares of the Company’s Class A common stock, $0.00001 par value per share (the “Securities”).
The Securities are to be sold from time to time as set forth in the Registration Statement and the Prospectus.
We have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (d) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act; (e) that the Prospectus Supplement will have been filed with the Commission describing the Securities offered thereby; (f) that the Securities will be sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (g) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
AUSTIN BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Based on such examination, we are of the opinion that the Securities are duly authorized, validly issued, fully paid and nonassessable.
Recursion Pharmaceuticals, Inc.
July 8, 2025
Page 2
It is understood that this opinion is to be used only in connection with the offer and resale of the Securities while the Registration Statement is in effect. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. We express no opinion as to the laws of any other jurisdiction, other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
* * *
We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on or about July 8, 2025, for incorporation by reference into the Registration Statement and the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Exhibit 99.1
Recursion Acquires Full Rights to REV102, a Potential First-in-Class Oral ENPP1 Inhibitor for Hypophosphatasia
SALT LAKE CITY, July 8, 2025 – Recursion (NASDAQ: RXRX) a leading clinical stage TechBio company decoding biology to radically improve lives today announced the acquisition of Rallybio’s (NASDAQ: RLYB) full interest in their joint ENPP1 inhibitor program (REV102) and an associated backup molecule for the treatment of hypophosphatasia (HPP), a rare and debilitating genetic disorder.
“We extend our sincere thanks to Rallybio for their invaluable partnership in advancing this program to its current stage,” said David Hallett, Chief Scientific Officer of Recursion. “Having full ownership of this important program allows Recursion to accelerate the development of the first potential oral disease-modifying treatment to HPP patients, who currently face significant challenges with limited access to existing therapies. While this is a preclinical asset that will require further study, we look forward to leveraging the full power of the Recursion OS to gain even deeper insights and accelerate delivery of the potential treatment.”
“The Rallybio team has long been committed to targeting ENPP1 to address a significant unmet need in patients with HPP. By combining Rallybio’s expertise in HPP preclinical and translational research with Recursion’s integrated AI/experimental platform, we transformed this concept into the first potential oral disease-modifying treatment for HPP,” said Stephen Uden, M.D., Chief Executive Officer of Rallybio. “We look forward to the advancement of REV102 through key milestones and, ultimately, to the delivery of this important treatment to patients in need.”
About REV102: ENPP1 Inhibitor Program for Hypophosphatasia (HPP)
The REV102 program targets ectonucleotide pyrophosphatase/phosphodiesterase 1 (ENPP1), an enzyme implicated in the pathogenesis of HPP. The mechanism of action involves a potent, highly selective inhibition of ENPP1, aiming to restore the crucial balance of inorganic pyrophosphate (PPi) necessary for proper bone mineralization, thereby addressing the underlying cause of HPP.
HPP is a devastating genetic disorder affecting over 7,800 diagnosed patients across the US and EU5, many of whom have limited access to current Enzyme Replacement Therapies (ERTs). Advancing REV102 presents a significant opportunity to not only provide a more accessible treatment but also to potentially reduce the substantial costs associated with long-term HPP management.
This candidate is designed to potentially be the first oral disease-modifying therapy for HPP, potentially offering an advantage in convenience and patient quality of life over injectable treatments. Furthermore, as a preliminarily non-immunogenic small molecule, this candidate could potentially offer a safer profile compared to biological ERTs, which can sometimes induce immune responses.
Exhibit 99.1
AI enabled Design and Development
The program originated from a joint venture with Rallybio, with Recursion leading the precision design of REV102. The Recursion OS — an integrated AI/experimental platform — was used to optimize for potency, selectivity, and PK/PD properties suitable for chronic dosing, enabling a candidate with potential best-in-class characteristics. Early preclinical data has demonstrated a favorable safety profile in animal models and validated ENPP1 as a druggable target in later-onset HPP. REV102 is currently in IND-enabling studies, with the initiation of Phase 1 clinical trials expected in the second half of 2026.
Terms of the Agreement
Under the terms of the agreement, Rallybio is eligible to receive certain payments, including $7.5 million in upfront equity, a contingent equity payment of $12.5 million upon the initiation of additional preclinical studies, and a $5 million milestone payment in connection with the initiation of dosing in a Phase 1 clinical study, as defined in the agreement. Rallybio is also eligible to receive low single-digit royalties on all future net sales by Recursion. In addition, Rallybio may be eligible to receive certain payments in the event of Recursion’s sale of the REV102 program.
About Recursion
Recursion (NASDAQ: RXRX) is a clinical stage TechBio company leading the space by decoding biology to industrialize drug discovery. Enabling its mission is the Recursion OS, a platform built across diverse technologies that continuously expands one of the world’s largest proprietary biological and chemical datasets. Recursion leverages sophisticated machine-learning algorithms to distill from its dataset a collection of trillions of searchable relationships across biology and chemistry unconstrained by human bias. By commanding massive experimental scale — up to millions of wet lab experiments weekly — and massive computational scale — owning and operating one of the most powerful supercomputers in the world, Recursion is uniting technology, biology, and chemistry to advance the future of medicine.
Recursion is headquartered in Salt Lake City, where it is a founding member of BioHive, the Utah life sciences industry collective. Recursion also has offices in Montréal, New York, London, and the Oxford area. Learn more at www.Recursion.com, or connect on X (formerly Twitter) and LinkedIn.
Exhibit 99.1
Forward-Looking Statements
This document contains information that includes or is based upon “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, including, without limitation, those regarding the potential efficacy of REV102, including the potential to be the first oral disease-modifying therapy for HPP patients; the potential acceleration of development of the REV102 program; the impact of the Recursion OS on the program, including the potential to gain deeper insights and accelerate delivery of the treatment; the impact of pre-clinical data on trial outcomes; the potential size of the market opportunity; the timing of initiation of clinical trials; and all other statements that are not historical facts. Forward-looking statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements, including but not limited to: challenges inherent in pharmaceutical research and development, including the timing and results of preclinical and clinical programs, where the risk of failure is high and failure can occur at any stage prior to or after regulatory approval due to lack of sufficient efficacy, safety considerations, or other factors; our ability to leverage and enhance our drug discovery platform; our ability to obtain financing for development activities and other corporate purposes; the success of our collaboration activities; our ability to obtain regulatory approval of, and ultimately commercialize, drug candidates; our ability to obtain, maintain, and enforce intellectual property protections; cyberattacks or other disruptions to our technology systems; our ability to attract, motivate, and retain key employees and manage our growth; and other risks and uncertainties such as those described under the heading “Risk Factors” in our filings with the U.S. Securities and Exchange Commission, including our most recent Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. All forward-looking statements are based on management’s current estimates, projections, and assumptions, and Recursion undertakes no obligation to correct or update any such statements, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable law.
Media Contact
Media@Recursion.com
Investor Contact
Investor@Recursion.com