Business Context and Reporting Period
Company: Recursion Pharmaceuticals, Inc. (RXRX)
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2024
Event: Filing of a prospectus supplement to register for resale shares issued to Tempus Labs, Inc. as payment for a 2024 annual license fee under a Master Agreement.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of a specific corporate transaction involving equity issuance.
Material Changes and Transaction Details
- Transaction: Registration for resale of 3,498,393 shares of Class A common stock.
- Counterparty: Tempus Labs, Inc. (Tempus).
- Purpose: Payment for the 2024 annual license fee under the Master Agreement between Recursion and Tempus (originally disclosed in an 8-K filed November 9, 2023).
- Regulatory Basis: Filed under an automatic "shelf" Registration Statement on Form S-3ASR (File No. 333-264845). The initial offering of these shares was made pursuant to an exemption from registration under the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management outlook, or new risk factors. It references a legal opinion regarding the legality of the Resale Shares filed as Exhibit 5.1.
Investor Verification Checklist
- Verify the terms of the Master Agreement with Tempus Labs, Inc. referenced in the November 9, 2023, 8-K filing.
- Confirm the valuation of the 3,498,393 shares issued as payment for the 2024 annual license fee.
- Review the impact of this equity issuance on total outstanding share count and potential dilution.
- Check for any subsequent filings regarding the actual sale or trading of these Resale Shares by Tempus.