RXRX 8-K/A
Recursion Pharmaceuticals, Inc. (RXRX)
8-K/A
2025-08-29
For: 2025-07-08
View Original
Added on
April 10, 2026
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 | |||||
| 23.2 | |||||
| 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 | ||||||||
Exhibit 5.2
 | Wilson Sonsini Goodrich & Rosati Professional Corporation 95 S State Street Suite 1000 Salt Lake City, UT 84111 O: 801.401.8510 F: 866.974.7329 | |||||||
August 29, 2025
Recursion Pharmaceuticals, Inc.
41 S Rio Grande Street
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 August 29, 2025 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), of up to an aggregate of 2,397,023 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
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
April 12, 2021
Page 2
Based on such examination, we are of the opinion that the Securities are duly authorized, validly issued, fully paid and nonassessable. 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/A, filed on or about August 29, 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.