Recursion Pharmaceuticals Files 8-K/A Amendment

TL;DR

Recursion Pharma amended its 8-K filing related to unregistered equity sales from July 8, 2025.

AI Summary

Recursion Pharmaceuticals, Inc. filed an 8-K/A on August 29, 2025, to amend a previous filing regarding unregistered sales of equity securities. The amendment pertains to events that occurred on July 8, 2025. The company is incorporated in Delaware and its principal executive offices are located at 41 S Rio Grande Street, Salt Lake City, UT 84101.

Why It Matters

This filing is an amendment to a previous report concerning unregistered sales of equity securities, indicating a potential adjustment or clarification of previously disclosed information about stock transactions.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, not a new event, and provides procedural updates rather than significant new financial or operational information.

Key Players & Entities

• Recursion Pharmaceuticals, Inc. (company) — Registrant
• July 8, 2025 (date) — Date of earliest event reported
• August 29, 2025 (date) — Filing Date
• 41 S Rio Grande Street, Salt Lake City, UT 84101 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share RXRX Nasdaq Global Select Mar
• $5 — ntingent Shares at a per share price of $5.2148, calculated by dividing $12,500,00
• $12,500,000 b — rice of $5.2148, calculated by dividing $12,500,000 by a per share price of $5.2148, which is

Filing Documents

• rxrx-20250708.htm (8-K/A) — 27KB
• exhibit52-wsgropinion.htm (EX-5.2) — 12KB
• image_1a.jpg (GRAPHIC) — 67KB
• 0001601830-25-000142.txt ( ) — 245KB
• rxrx-20250708.xsd (EX-101.SCH) — 2KB
• rxrx-20250708_lab.xml (EX-101.LAB) — 21KB
• rxrx-20250708_pre.xml (EX-101.PRE) — 12KB
• rxrx-20250708_htm.xml (XML) — 3KB

02. Unregistered Sales of Equity Securities

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.

01. Other Events

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.

01. Financial Statements and Exhibits

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 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.2 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

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View this 8-K/A filing on SEC EDGAR