Business Context and Reporting Period
Company: Recursion Pharmaceuticals, Inc. (RXRX)
Filing Type: Form 8-K (Current Report)
Date of Report: May 9, 2025
Event: Filing of a prospectus supplement to register for resale shares issued to Tempus Labs, Inc. as payment for annual license fees under a Master Agreement dated November 9, 2023.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a securities registration event.
Material Changes and Transaction Details
- Shares Registered: 4,260,927 shares of Class A common stock (the "Tempus Shares").
- Counterparty: Tempus Labs, Inc. ("Tempus").
- Purpose: Registration for resale of shares previously issued to Tempus in payment for annual license fees.
- Legal Basis: Filed under an automatic "shelf" Registration Statement on Form S-3ASR (File No. 333-284878) originally filed on February 12, 2025.
- Exemption: The original offering of the Tempus 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, or outlook. It references a prior 8-K filed on November 9, 2023, for details regarding the Master Agreement with Tempus. No new risks or contingencies are disclosed in this specific report.
Investor Verification Checklist
- Verify the terms of the Master Agreement with Tempus Labs, Inc. referenced in the November 9, 2023, Form 8-K.
- Confirm the valuation of the 4,260,927 shares issued as license fee payment at the time of issuance.
- Review the full text of the Tempus Prospectus Supplement and the base prospectus for resale restrictions.
- Check for any dilution impact on existing shareholders resulting from the resale of these shares.