Recursion Pharmaceuticals, Inc. SEC Filings

Recursion Pharmaceuticals filed a Form 144 reporting a proposed sale of 617,875 Class A shares through Fidelity Brokerage Services with an aggregate market value of $3,262,380 and an approximate sale date of 08/11/2025 on NASDAQ. The company has 427,312,960 Class A shares outstanding, so the planned sale represents about 0.14% of outstanding shares.

The filing discloses the securities were largely acquired as compensation: restricted stock vesting on 08/15/2024 (7,213 shares), 11/15/2024 (26,037), 02/01/2025 (11,240), 02/15/2025 (42,144), plus founders shares from 09/01/2016 (531,241). The filer reports no sales in the past three months and includes the standard representation about material nonpublic information.

Recursion Pharmaceuticals (RXRX) 10-Q – Q2 2025

Operating revenue rose 33% YoY to $19.1 m for the quarter (H1 25: $34.0 m, +24%), driven by AI-enabled discovery collaborations. However, spending accelerated faster:

• R&D up 74% to $128.6 m (H1: $258.3 m)
• Cost of revenue doubled to $20.2 m
• G&A up 47% to $46.7 m

Cash & equivalents fell to $525 m from $594 m at FY-24, reflecting a $208 m H1 operating cash burn, partly offset by $104 m raised under a new Citi ATM program and $100 m June share issuance. Liquidity is expected to cover >12 months of operations.

Balance sheet impact of the Nov-24 $630 m Exscientia acquisition now finalized: goodwill $164 m, intangibles $341 m. Workforce reduction (~20%) triggered $9.3 m restructuring charge, aimed at post-integration efficiencies. Share count rose to 432.8 m (Class A 425.5 m; Class B 6.8 m).

Unearned revenue declined to $166 m as milestone recognition outpaced new collaboration inflows. Management continues to flag substantial funding needs and execution risks in R&D, integration and litigation.

Recursion Pharmaceuticals (RXRX) filed a Form 8-K dated 5 Aug 2025 to furnish its Q2-25 earnings press release and related investor materials. The filing triggers:

• Item 2.02 – Results of Operations & Financial Condition: Exhibit 99.1 contains the full press release covering quarter-end 30 Jun 2025.
• Item 7.01 – Regulation FD: Exhibits 99.2 and 99.3 provide an updated corporate deck and the presentation used during the same-day earnings call.

No financial metrics, guidance, or qualitative commentary appear in the body of the report; all substantive details reside in the furnished exhibits, which are explicitly not deemed “filed” under Exchange Act Section 18. The company remains listed on the Nasdaq Global Select Market under ticker RXRX. The document is principally procedural, confirming timely dissemination of earnings materials and incorporating the customary safe-harbor language that limits liability for furnished information.

On July 8, 2025, Recursion Pharmaceuticals, Inc. (RXRX) filed an 8-K announcing that its indirect subsidiary, Exscientia Ventures I, Inc., acquired the remaining 50% membership interest in RE Ventures I, LLC (ENPP1 JV) from Rallybio, turning the JV into an indirect wholly-owned subsidiary.

Key terms of the Membership Interest Purchase Agreement:

• Initial consideration: 1,457,952 Class A shares, valued at US$7.5 million (VWAP US$5.1442).
• Additional cash as specified in the agreement (undisclosed in the filing).
• Contingent consideration: up to US$12.5 million in additional Class A shares if ENPP1 development milestones are achieved.
• Share cap: Aggregate issuances under the agreement limited to 19.9% of total outstanding Class A + Class B shares; excess payments will be made in cash.

The equity was issued in a private placement relying on the Securities Act §4(a)(2) exemption. RXRX committed to file and maintain an SEC registration statement to facilitate the Seller’s resale of all issued shares. A prospectus supplement registering the resale of the initial 1.46 million shares was filed the same day (Form S-3ASR).

Investor take-away: The transaction consolidates full ownership of the ENPP1 asset while spreading additional payments over milestone achievements, preserving near-term liquidity. Dilution is controlled by the 19.9% cap, but shareholders face immediate issuance of 1.46 million shares and possible future cash/stock outflows tied to programme progress. No financial results were provided; forward-looking statements highlight development and regulatory risks.

Recursion Pharmaceuticals (RXRX) has filed a Rule 424(b)(7) prospectus supplement to register the potential resale of up to 1,457,952 newly issued Class A shares that were provided to Rallybio IPB, LLC on 8 July 2025 as partial consideration for acquiring the remaining 50% membership interest in RE Ventures I, LLC (the ENPP1 joint venture). The equity portion was valued at $7.5 million, determined by a VWAP of $5.1442 over the seven trading days ended 7 July 2025. Post-transaction, the ENPP1 JV becomes an indirect wholly owned subsidiary of Recursion, consolidating control of a program targeting ENPP1.

The filing is solely for secondary sales by the selling stockholder; RXRX will not receive proceeds unless those sales exceed $7.5 million, in which case the excess is payable to Recursion. Conversely, if sales net less than $7.5 million (allowing up to $350k in seller expenses), RXRX must make up the shortfall in cash. Future milestone achievement could trigger up to $12.5 million in additional consideration, payable in shares (priced on a future VWAP basis) or cash, but total share issuance is capped at 19.9% of outstanding capital at the relevant measurement date.

The registered shares equate to ≈0.34% dilution relative to 432.1 million total shares outstanding (Class A plus Class B). The prospectus outlines customary resale mechanics, potential hedging transactions, and standard Regulation M limitations; no new capital is being raised by the company. Investors should monitor (1) dilution or cash uses tied to potential ENPP1 milestones, (2) the JV program’s clinical progress, and (3) market impact of any block sales by Rallybio.

Recursion Pharmaceuticals (RXRX) director Blake Borgeson received new equity compensation grants on June 18, 2025. The insider was awarded:

• 22,016 restricted stock units (RSUs) that will vest on the earlier of June 18, 2026, or the day before the 2026 Annual Meeting
• 44,031 stock options with an exercise price of $5.11, exercisable under the same vesting schedule as the RSUs

Following these transactions, Borgeson directly owns 7,089,863 shares of Class A Common Stock plus the newly granted options. The equity grants were made automatically pursuant to the company's Outside Director Compensation Policy. All awards are subject to continued service requirements. The filing was submitted by Jonathan Golightly as attorney-in-fact on June 23, 2025.

Recursion Pharmaceuticals (RXRX) director Franziska Michor received new equity compensation on June 18, 2025, consisting of two components:

• 22,016 restricted stock units (RSUs) granted under the Outside Director Compensation Policy, which will vest on the earlier of June 18, 2026, or the day before the 2026 Annual Meeting
• 44,031 stock options with an exercise price of $5.11, exercisable until June 18, 2035, vesting on the same schedule as the RSUs

Following these transactions, Michor directly owns 127,053 shares of Class A Common Stock and 44,031 stock options. Both grants are subject to continued service as a director. This filing represents standard board of director equity compensation and indicates the company's commitment to aligning director interests with shareholders through equity-based compensation.