RXRX Files 8-K/A: Contingent Shares Issued and Registered for Resale

Rhea-AI Filing Summary

Recursion Pharmaceuticals amended its Form 8-K to report issuance and registration of contingent consideration tied to its ENPP1 JV acquisition. The company completed a GLP toxicology study milestone and on August 27, 2025 issued 2,397,023 Contingent Shares at a per-share price of $5.2148 (calculated from the $12,500,000 milestone). Earlier, on July 8, 2025 the company issued 1,457,952 Initial Shares as part of the Membership Interest Purchase Agreement that made ENPP1 JV an indirect wholly-owned subsidiary. Recursion also filed a prospectus supplement to register the 2,397,023 Contingent Shares for resale and attached a legal opinion from Wilson Sonsini regarding the legality of the shares.

Positive

• Acquisition milestone achieved with initiation and result of a GLP toxicology study triggering contractual consideration
• 2,397,023 Contingent Shares issued to satisfy a $12,500,000 milestone, completing a contractual payment obligation in equity
• Shares registered for resale via a prospectus supplement, enabling transferability and potential liquidity for the recipient
• Legal opinion filed from Wilson Sonsini Goodrich & Rosati confirming legality of the issued shares

Negative

• Equity dilution from issuance of 1,457,952 Initial Shares plus 2,397,023 Contingent Shares increasing outstanding share count
• Potential increase in public float as the Contingent Shares are registered for resale, which could exert downward pressure on share price if sold into the market

Insights

Financial Analyst

TL;DR: Acquisition milestone triggered issuance of 2.4M contingent shares, increasing share count and enabling resale registration.

The issuance of 2,397,023 Contingent Shares for satisfaction of a $12.5 million milestone converts part of the acquisition consideration into equity rather than cash, expanding outstanding shares and potentially diluting existing holders. Registration of these shares for resale removes resale restrictions and may increase float once sales commence. The material here is transactional and affects capitalization; monitor outstanding share count and any future contingent milestones that could further dilute equity.

Corporate Governance Expert

TL;DR: Disclosure clarifies compensation structure of the acquisition and includes counsel opinion for resale registration.

The amendment supplements prior Form 8-K items by specifying the number and pricing of Contingent Shares tied to a GLP toxicology milestone and by filing Wilson Sonsini's opinion. This enhances transparency around the terms and legal support for the equity issuance. It also documents conversion of acquisition consideration to equity, which is governance-relevant for shareholder oversight of dilution and deal accounting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 on which registered
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. ☐

Explanatory Note

As previously disclosed, 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 “MIPA”), pursuant to which Buyer Sub acquired 50% of the issued and outstanding 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”) and ENPP1 JV became an indirect wholly-owned subsidiary of the Company (the “Acquisition”). On July 8, 2025, pursuant to the terms of the MIPA, the Company issued to the Seller an aggregate of 1,457,952 Shares (the “Initial Shares”).

This Amendment No. 1 to the Current report on Form 8-K (this “Amendment”) is being filed by the Company for the purpose of amending and supplementing Items 3.02, 8.01 and 9.01 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on July 8, 2025 (the “Original Form 8-K”). This Amendment is being filed to provide the total number of Shares issued by the Company as contingent consideration for the Acquisition (the “Contingent Shares”) and to file the opinion of Wilson Sonsini in connection with the issuance of such Shares. This Amendment does not amend any other item of the Original Form 8-K and all other information previously reported in or filed with the Original Form 8-K (including the other information in Item 3.02, 8.01, and 9.01) is hereby incorporated by reference into this Amendment.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented as follows:

On August 25, 2025, we initiated a GLP toxicology study and notified the Seller that the related milestone under the MIPA had been met. Pursuant to the terms of the MIPA, on August 27, 2025, the Company issued to the Seller an aggregate of 2,397,023 Contingent Shares at a per share price of $5.2148, calculated by dividing $12,500,000 by a per share price of $5.2148, which is the volume weighted average price of the Company’s Class A common stock over the seven consecutive trading days ending on (and inclusive of) August 22, 2025.

Item 8.01. Other Events.

The information set forth in Item 8.01 of the Original Form 8-K is hereby supplemented as follows:

On August 29, 2025, the Company filed a prospectus supplement dated August 29, 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 2,397,023 Shares that were issued as the Contingent Shares under the MIPA 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 of 1933, as amended.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the Shares is filed herewith as Exhibit 5.2.

Item 9.01. Financial Statements and Exhibits.

The information set forth in Item 9.01 of the Original Form 8-K is hereby supplemented as follows:

(d) Exhibits

Exhibit Number			Description
5.2			Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.2			Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.2).
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 August 29, 2025.

			RECURSION PHARMACEUTICALS, INC.
			By:			/s/ Nathan Hatfield
						Nathan Hatfield
						Chief Legal Officer

FAQ

What shares were issued by Recursion (RXRX) related to the ENPP1 JV acquisition?

The company issued 1,457,952 Initial Shares on July 8, 2025 and 2,397,023 Contingent Shares on August 27, 2025.

Why were 2,397,023 Contingent Shares issued by Recursion?

Those shares were issued because a GLP toxicology study milestone under the Membership Interest Purchase Agreement was met, triggering a $12,500,000 milestone paid in shares.

At what per-share price were the Contingent Shares calculated?

The Contingent Shares were calculated using a per-share price of $5.2148, which is the seven-day volume weighted average price ending August 22, 2025.

Has Recursion registered the Contingent Shares for resale?

Yes. Recursion filed a prospectus supplement dated August 29, 2025 to register the 2,397,023 Contingent Shares for resale under its Form S-3ASR registration statement.

Did Recursion provide legal counsel opinion regarding the issued shares?

Yes. The amendment states that an opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the Shares is filed as Exhibit 5.2.