Recursion Pharma Amends Bylaws/Articles; Nasdaq Listing Confirmed

TL;DR

**Recursion Pharma just updated its corporate rulebook, potentially impacting future governance.**

AI Summary

Recursion Pharmaceuticals, Inc. filed an 8-K on January 31, 2024, reporting an event on January 25, 2024, related to amendments to its Articles of Incorporation or Bylaws. The filing indicates that the company's Class A Common Stock, with a par value of $0.00001 per share, is traded on the Nasdaq Global Select Market under the symbol RXRX. This matters to investors because changes to foundational corporate documents can impact shareholder rights, corporate governance, or future strategic decisions, potentially affecting the stock's long-term value and stability.

Why It Matters

Changes to a company's Articles of Incorporation or Bylaws can alter shareholder rights, corporate structure, or future operational flexibility, which could influence investor confidence and stock performance.

Risk Assessment

Risk Level: low — This filing reports a change to corporate governance documents, which is generally a routine administrative matter unless specific details of the amendments are highly contentious or restrictive.

Analyst Insight

Investors should monitor for subsequent filings that detail the specific amendments to the Articles of Incorporation or Bylaws, as these could reveal changes to corporate governance or shareholder rights that warrant further analysis.

Key Numbers

• $0.00001 — Par Value per Share (The par value of Recursion Pharmaceuticals, Inc.'s Class A Common Stock.)

Key Players & Entities

• RECURSION PHARMACEUTICALS, INC. (company) — the registrant filing the 8-K
• Nasdaq Global Select Market (company) — the exchange where Class A Common Stock is registered
• $0.00001 (dollar_amount) — par value per share of Class A Common Stock
• January 25, 2024 (date) — date of the earliest event reported
• January 31, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• The specific details of the amendments to the Articles of Incorporation or Bylaws will be disclosed in a subsequent filing or proxy statement. (RECURSION PHARMACEUTICALS, INC.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share RXRX Nasdaq Global Select Mar

Filing Documents

• rxrx-20240125.htm (8-K) — 25KB
• a1-25x24amendedbylaws.htm (EX-3.1) — 230KB
• 0001601830-24-000009.txt ( ) — 422KB
• rxrx-20240125.xsd (EX-101.SCH) — 2KB
• rxrx-20240125_lab.xml (EX-101.LAB) — 24KB
• rxrx-20240125_pre.xml (EX-101.PRE) — 13KB
• rxrx-20240125_htm.xml (XML) — 3KB

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 25, 2024, the Board of Directors (the "Board") of Recursion Pharmaceuticals, Inc. (the "Company") amended and restated the Company's Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended and restated to, among other things: enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company's annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies; change certain provisions relating to stockholder nominees for election as a director to address the new "universal proxy rules" in accordance with Rule 14a-19 under the Exchange Act; revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law, as recently amended (the "DGCL"), including but not limited to, provisions relating to communications regarding adjourned stockholder meetings, proxies, and the preparation of the stockholder list in connection with stockholder meetings; update various provisions regarding directors, Board committees, and officers, including but not limited to requirements for action by written consent of the Board; update the limitation on indemnification provisions, to reflect the Company's recent adoption of a compensation recovery policy; clarify the Company's exclusive forum provisions; and make various updates throughout to conform to current Delaware law (including the recent amendments to the DGCL) and to make ministerial changes, clarifications, and other conform

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws of the Company, effective January 25, 2024. 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 January 31, 2024. RECURSION PHARMACEUTICALS, INC. By: /s/ Nathan Hatfield Nathan Hatfield Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR