Business Context and Reporting Period
Recursion Pharmaceuticals, Inc. (RXRX) filed a Form 8-K on September 15, 2026, reporting the entry into material definitive agreements with Tempus AI, Inc. The filing details an amendment to an existing Master Agreement and the execution of a new RNA Foundation Model License Agreement.
Key Financial Metrics and Agreements
- Amendment to Tempus Master Agreement:
- Term extended from five to six years.
- Right to terminate for convenience eliminated.
- Annual License Fees revised to $14,000,000 for the third, fourth, and fifth anniversaries.
- Payment structure requires at least $4,000,000 in cash per year, with the remainder payable in cash or Class A Common Stock.
- Aggregate access to unique de-identified data records decreased.
- TxFM License Agreement:
- Recursion granted Tempus a non-exclusive, worldwide license to the TxFM Model for oncology use.
- Term: Two years.
- Consideration: $12,000,000 non-refundable license fee.
- Payment Schedule: Two installments of $6,000,000 (first upon execution, second on the first anniversary).
Material Changes Versus Prior Period
The filing represents a significant modification to the November 2023 Master Agreement. Key changes include the extension of the contract term, the removal of the convenience termination clause, a reduction in the annual license fee obligation for years three through five (from $42,000,000 to $14,000,000), and a reduction in the volume of data accessible to Recursion. Additionally, the new TxFM License Agreement introduces a new revenue stream of $12,000,000 over two years.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or management commentary beyond the terms of the agreements. The agreements are subject to the full text to be filed as exhibits in the upcoming Form 10-Q. The reduction in accessible data records under the amended Master Agreement may impact Recursion's research capabilities, while the new license agreement provides immediate and near-term cash inflows.
Investor Verification Checklist
- Verify the exact reduction in the number of unique de-identified data records accessible under the amended Master Agreement.
- Confirm the timing of the first $6,000,000 payment under the TxFM License Agreement relative to the filing date.
- Review the full text of the agreements in the upcoming Form 10-Q for additional covenants or conditions not summarized here.
- Assess the impact of the eliminated termination right on Recursion's future operational flexibility.