Business Context and Reporting Period
Company: Recursion Pharmaceuticals, Inc. (RXRX)
Filing Type: Form 8-K (Current Report)
Date of Report: November 26, 2025
Event: Registration of shares for resale issued to Tempus AI, Inc. under a Master Agreement.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses solely on a securities registration event.
Material Changes and Transaction Details
- Transaction: Recursion issued 7,088,742 shares of Class A common stock to Tempus AI, Inc. on November 24, 2025.
- Purpose: Payment for annual license fees under a Master Agreement previously disclosed in an 8-K filed on November 9, 2023.
- Registration: A prospectus supplement was filed to register these shares for resale under an existing "shelf" Registration Statement (File No. 333-284878).
- Legal Basis: The initial offering of shares was made pursuant to an exemption from registration under the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is a procedural filing to satisfy resale registration requirements.
Investor Verification Checklist
- Verify the terms of the Master Agreement with Tempus AI, Inc. referenced in the November 9, 2023, 8-K filing.
- Confirm the valuation of the 7,088,742 shares issued as payment for license fees.
- Review the "shelf" Registration Statement (File No. 333-284878) for any other outstanding obligations or share issuances.
- Check for subsequent filings regarding the actual resale of these shares by Tempus AI, Inc.