Recursion Pharmaceuticals, Inc. filings document the regulatory record for a clinical-stage TechBio company advancing investigational medicines through an AI-native discovery and development platform. Its 8-K reports disclose operating results, financial condition, Regulation FD presentations, clinical and pipeline updates, partner milestones and material corporate events.
Proxy materials cover annual-meeting matters, director elections, executive compensation and governance practices. Other filings include leadership-transition disclosures, shelf-registration and prospectus-supplement records for Class A common stock, and capital-structure disclosures tied to shares issued under the Tempus master agreement.
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.
Recursion Pharmaceuticals (RXRX) Director Robert Hershberg received new equity compensation grants on June 18, 2025. The awards consist of:
- 22,016 restricted stock units (RSUs) that will vest on the earlier of June 18, 2026, or the day before the 2026 Annual Meeting
- Stock options to purchase 44,031 shares at an exercise price of $5.11 per share, vesting on the same schedule as the RSUs
Following these transactions, Hershberg directly owns 73,732 shares of Class A Common Stock and 44,031 stock options. These equity grants were made automatically under the company's Outside Director Compensation Policy and are subject to continued service requirements. The filing indicates standard insider trading reporting compliance under Section 16(a) of the Securities Exchange Act.
Recursion Pharmaceuticals (RXRX) Director Zavain Dar received new equity compensation grants on June 18, 2025, consisting of:
- 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 until June 18, 2035, vesting on the same schedule as the RSUs
Following these transactions, Dar directly owns 132,893 shares of Class A Common Stock and 44,031 stock options. Both grants are subject to continued service as a director. These awards were automatically granted according to the company's Outside Director Compensation Policy, representing standard board compensation arrangements.
Recursion Pharmaceuticals director Namandje Bumpus received new equity compensation grants on June 18, 2025, consisting of:
- 11,008 restricted stock units (RSUs) that will vest on the earlier of June 18, 2026, or the day before the 2026 Annual Meeting
- 22,016 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, Bumpus directly owns 47,557 shares of Class A Common Stock and 22,016 stock options. Both grants are subject to continued service as a director. These equity awards were automatically granted according to the company's Outside Director Compensation Policy, representing standard board compensation rather than open market transactions.
Dean Y. Li, Director at Recursion Pharmaceuticals (RXRX), reported significant insider transactions on June 18, 2025:
- Acquired 22,016 restricted stock units (RSUs) at $0, which vest on June 18, 2026 or before the 2026 Annual Meeting
- Received 44,031 stock options with exercise price of $5.11, expiring June 18, 2035
Li's total beneficial ownership includes:
- 1,234,618 shares held directly (including 1,132,815 shares transferred from GRAT)
- 1,980,029 shares held indirectly through various trusts: - 1,422,048 via Revocable Trust - 136,981 via GRAT - 421,000 via Family Trust
These grants were made automatically under the company's Outside Director Compensation Policy, subject to continued service.