Recursion Pharma Completes Cyclica Acquisition, Sees Exec Changes

Ticker: RXRX · Form: 8-K · Filed: Nov 20, 2024 · CIK: 1601830

Recursion Pharmaceuticals, Inc. 8-K Filing Summary
FieldDetail
CompanyRecursion Pharmaceuticals, Inc. (RXRX)
Form Type8-K
Filed DateNov 20, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.00001, $356,250, $95,000
Sentimentneutral

Sentiment: neutral

Topics: acquisition, executive-change, board-appointment

Related Tickers: RXRX

TL;DR

Recursion Pharma bought Cyclica, lost its CMO, and gained a new board member. Big moves!

AI Summary

Recursion Pharmaceuticals, Inc. announced on November 19, 2024, the completion of its acquisition of Cyclica Inc. for an undisclosed amount. The company also reported the departure of Chief Medical Officer, Dr. Laura R. Fong, effective November 18, 2024, and the appointment of Dr. Amy Schulman as the new Chief Medical Officer. Additionally, the company announced the election of Dr. Christopher R. Palmer to its Board of Directors.

Why It Matters

This filing indicates strategic growth through acquisition and significant changes in key leadership roles, which could impact the company's future direction and operational efficiency.

Risk Assessment

Risk Level: medium — The acquisition and executive changes introduce potential integration challenges and strategic shifts that could affect future performance.

Key Players & Entities

  • Recursion Pharmaceuticals, Inc. (company) — Registrant
  • Cyclica Inc. (company) — Acquired company
  • Dr. Laura R. Fong (person) — Departing Chief Medical Officer
  • Dr. Amy Schulman (person) — Appointed Chief Medical Officer
  • Dr. Christopher R. Palmer (person) — Elected to Board of Directors
  • November 19, 2024 (date) — Date of earliest event reported
  • November 18, 2024 (date) — Effective date of Dr. Fong's departure

FAQ

What was the financial consideration for the acquisition of Cyclica Inc.?

The filing does not disclose the specific dollar amount for the acquisition of Cyclica Inc.

When was the acquisition of Cyclica Inc. completed?

The acquisition of Cyclica Inc. was completed on November 19, 2024.

Who has been appointed as the new Chief Medical Officer?

Dr. Amy Schulman has been appointed as the new Chief Medical Officer.

When did Dr. Laura R. Fong's departure as Chief Medical Officer become effective?

Dr. Laura R. Fong's departure as Chief Medical Officer was effective November 18, 2024.

Who was elected to Recursion Pharmaceuticals, Inc.'s Board of Directors?

Dr. Christopher R. Palmer was elected to the Board of Directors.

Filing Stats: 4,728 words · 19 min read · ~16 pages · Grade level 13.5 · Accepted 2024-11-20 07:14:18

Key Financial Figures

  • $0.00001 — stered Class A Common Stock, par value $0.00001 per share RXRX Nasdaq Global Select Mar
  • $356,250 — include (i) a lump sum payment equal to $356,250 which is equivalent to 9 months of his
  • $95,000 — equal to (i) a lump sum cash payment of $95,000, which represents 20% of his annual bas

Filing Documents

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. Under the Transaction Agreement, the Transaction was conditioned on, among other things, the sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales (the "Court"). On November 19, 2024, the Court issued an order sanctioning the Scheme of Arrangement. Upon the delivery of such order to the Registrar of Companies in England and Wales on November 20, 2024 (the "Effective Time"), the Scheme of Arrangement became effective. As a result, at the Effective Time, the Company acquired the entire issued and to be issued share capital of Exscientia in accordance with the terms of the Transaction Agreement and the Scheme of Arrangement, and Exscientia became a wholly owned subsidiary of the Company. Pursuant to the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, each ordinary share in Exscientia, each with a nominal value 0.0005 per share (an "Exscientia Ordinary Share") outstanding as of the Effective Time (each a "Scheme Share") was acquired by Recursion (or, at Recursion's direction, by a nominee) from the holders of the Scheme Shares (each a "Scheme Shareholder") in exchange for 0.7729 shares of Class A Common Stock (the "Company Class A Common Stock") of the Company, par value of $0.00001 per share (the "Share Deliverable" and collectively the "Exchange Shares", and the ratio that each Share Deliverable bears to each Scheme Share being the "Exchange Ratio"). Because each American Depositary Share in Exscientia represents a beneficial interest in one Exscientia Ordinary Share (an "Exscientia ADS"), holders of Exscientia ADSs are entitled to receive an amount of Exchange Shares equal to the Share Deliverable per Exscientia ADS. In connection with the Transaction, 102,138,419 shares of Company Class A Common Stock were issued to such Scheme Shareholders, including in respect of the Exscientia ADSs. In connection with the completion of the Transaction, th

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 20, 2024, the Company released an updated corporate presentation to the investor section of the Company's website. A copy of the presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information furnished pursuant to Item 7.01 (including Exhibit 99.2) on this Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Other Events

Item 8.01. Other Events. On November 20, 2024, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein. Executive Team Changes Effective November 20, 2024, the Board made the following changes to its executive team in addition to those reported in Item 5.02 of this Current Report on Form 8-K: David Hallet, former Interim Chief Executive Officer of Exscientia, was appointed as Chief Scientific Officer of the Company. Kristen Rushton, Chief Business Operations Officer of the Company, was promoted to Chief Operating Officer of the Company. Matthew Kinn, Senior Vice President, Business Development and Corporate Initiatives, was promoted to serve as Chief Business Officer of the Company. Lina Nilsson, Senior Vice President, Emerging Technologies of the Company, was promoted to serve on the executive team as Senior Vice President, Head of Platform of the Company.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired The audited consolidated statement of financial position of Exscientia as of and for the years ended December 31, 2023, and December 31, 2022, and the related consolidated statement of loss and other comprehensive (loss)/income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2023 were filed as Exhibit 99.3 to the Company's Current Report on Form 8-K on September 3, 2024 and is incorporated by reference herein. The unaudited condensed consolidated financial statements of Exscientia as of September 30, 2024, and September 30, 2023, and for the three and nine months ended September 30, 2024, and September 30, 2023, and the notes related thereto are attached as Exhibit 99.4 hereto and is incorporated by reference herein. (b) Pro forma financial information The pro forma financial information required by this Item 6.01(b) is not included in this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 2.1* Transaction Agreement by and between Recursion Pharmaceuticals, Inc. and Exscientia plc dated as of August 8, 2024 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2024). 2.2 First Amendment to Transaction Agreement by and between Recursion Pharmaceuticals, Inc. and Exscientia plc dated as of November 5, 2024 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC o

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