RECURSION PHARMACEUTICALS INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Form 10-K.
(1) Financial Statements: See Item 8, “Financial Statements and Supplementary Data” for a list of financial statements.
(2) Financial Statement Schedules: All schedules omitted are inapplicable or the information required is shown in the consolidated financial statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K: The information called for by this paragraph is set forth in Item 15(b) below.
(b) Exhibit Index:
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit number | Description | Form | File No. | Exhibit No. | Filing Date | Filed / Furnished Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of Recursion Pharmaceuticals, Inc. | 8-K | 001-40323 | 3.1 | April 21, 2021 | |
| 3.2 | Amended and Restated Bylaws of Recursion Pharmaceuticals, Inc. | 8-K | 001-40323 | 3.1 | January 31, 2024 | |
| 4.1 | Specimen Class A common stock certificate of the Registrant. | S-1/A | 333-254576 | 4.2 | April 15, 2021 | |
| 4.2 | Description of Securities. | X | ||||
| 4.3 | Exchangeable Share Support Agreement, dated May 8, 2023. | S-3ASR | 333-272281 | 4.2 | May 30, 2023 | |
| 4.4 | Registration Rights Agreement, dated October 24, 2022, by and among the Company and the Purchasers. | 8-K | 001-40323 | 10.2 | Oct. 25, 2022 | |
| 4.5 | Registration Agreement, dated May 16, 2023, by and among the Registrant, Valence Discovery, Inc., and certain shareholders of Valence Discovery, Inc. | S-3ASR | 333-272281 | 4.3 | May 30, 2023 | |
| 4.6 | Registration Agreement, dated May 25, 2023, by and among the Registrant, Recursion Canada Inc., and certain shareholders of Cyclica Inc. | 8-K | 001-40323 | 4.1 | June 9, 2023 | |
| 4.7 | Registration Rights Agreement, dated July 11, 2023, by and among the Registrant and NVIDIA. | 8-K | 001-40323 | 10.2 | July 12, 2023 | |
| 10.1 | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1/A | 333-254576 | 10.1 | April 15, 2021 | |
| 10.2+ | 2016 Equity Incentive Plan, as amended, and forms of agreement thereunder. | S-1/A | 333-254576 | 10.2 | April 15, 2021 | |
| 10.3+ | 2021 Equity Incentive Plan and forms of agreements thereunder. | 10-K | 001-40323 | 10.3 | February 27, 2023 | |
| 10.4+ | 2021 Employee Stock Purchase Plan and forms of agreements thereunder. | S-1/A | 333-254576 | 10.4 | April 15, 2021 | |
| 10.5 | Cyclica Inc. Second Amended and Restated Stock Option Plan. | S-8 | 333-272282 | 4.4 | May 30, 2023 | |
| 10.6 | Valence Discovery Inc. Stock Option Plan dated April 17, 2018 as amended and restated on November 16, 2021. | S-8 | 333-272027 | 4.4 | May 18, 2023 | |
| 10.7 | Executive Incentive Compensation Plan. | S-1/A | 333-254576 | 10.20 | April 15, 2021 | |
| 10.8+ | CEO Change in Control and Severance Policy | S-1/A | 333-254576 | 10.21 | April 15, 2021 | |
| 10.9+ | Executive Change in Control and Severance Plan (for executives other than the CEO). | S-1/A | 333-254576 | 10.10 | April 15, 2021 | |
| 10.10+ | Outside Director Compensation Policy. | S-1/A | 333-254576 | 10.11 | April 15, 2021 | |
| 10.11+ | Confirmatory Employment Letter between the Registrant and Christopher Gibson, Ph.D. | S-1/A | 333-254576 | 10.5 | April 15, 2021 | |
| 10.12+ | Confirmatory Employment Letter between the Registrant and Tina Marriott Larson. | S-1/A | 333-254576 | 10.7 | April 15, 2021 | |
| 10.13+ | Confirmatory Employment Letter between the Registrant and Michael Secora. | S-1/A | 333-254576 | 10.8 | April 15, 2021 | |
| 10.14+ | Employment Offer Letter, dated May 19, 2023, between the Registrant and Dr. David Mauro, M.D., Ph.D. | 10-Q | 001-40323 | 10.1 | August 8, 2023 | |
| 10.15+ | Confirmatory Employment Letter between the Registrant and Shafique Virani. | S-1/A | 333-254576 | 10.9 | April 15, 2021 | |
| 10.16+ | Form of Exchange Agreement among the Registrant, Christopher Gibson, Ph.D., and entities affiliated with Dr. Gibson. | S-1/A | 333-254576 | 10.22 | April 15, 2021 | |
| 10.17+ | Form of Equity Exchange Right Agreement among the Registrant, Christopher Gibson, Ph.D., and entities affiliated with Dr. Gibson. | S-1/A | 333-254576 | 10.23 | April 15, 2021 | |
| 10.18 | Office Lease by and between Vestar Gateway, LLC and Registrant, dated November 13, 2017, as amended through December 2022. | 10-K | 001-40323 | 10.8 | February 27, 2023 | |
| 10.19# | Research Collaboration and Option Agreement by and between Bayer AG and the Registrant, dated August 28, 2020. | S-1/A | 333-254576 | 10.14 | April 15, 2021 | |
| 10.20# | Bayer Collaboration Expansion Agreement, dated December 1, 2021. | 10-K | 001-40323 | 10.11 | March 23, 2022 | |
| 10.21# | Amended and Restated Research Collaboration and Option Agreement by and between Bayer AG and the Registrant, dated November 8, 2023. | X | ||||
| 10.22# | Amended and Restated License Agreement between the Registrant and University of Utah Research Foundation, dated February 9, 2016. | S-1/A | 333-254576 | 10.15 | April 15, 2021 | |
| 10.23# | Exclusive License Agreement between Ohio State Innovation Foundation and Registrant, dated December 21, 2018. | S-1/A | 333-254576 | 10.16 | April 15, 2021 | |
| 10.24# | License Agreement by and between Takeda Pharmaceutical Company Limited and Registrant, dated May 1, 2020. | S-1/A | 333-254576 | 10.17 | April 15, 2021 | |
| 10.25# | Roche Collaboration and License Agreement, dated December 5, 2021. | 10-K | 001-40323 | 10.25 | March 23, 2022 | |
| 10.26# | Master Agreement between the Company and Tempus Labs, Inc dated November 3, 2023. | 10-Q | 001-40323 | 10.4 | November 9, 2023 | |
| 10.27^ | Stock Purchase Agreement, dated October 24, 2022, by and among the Company and the Purchasers. | 8-K | 001-40323 | 10.1 | Oct. 25, 2022 | |
| 10.28^ | Stock Purchase Agreement, dated July 11, 2023, by and among the Registrant and NVIDIA. | 8-K | 001-40323 | 10.1 | July 12, 2023 | |
| 10.29^ | Open Market Sales Agreement dated August 8, 2023 by and between the Registrant and Jefferies LLC. | 10-Q | 001-40323 | 10.6 | August 8, 2023 | |
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of Ernst and Young | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Recursion Pharmaceuticals, Inc. Compensation Recovery Policy | X | ||||
| 101.INS | XBRL Instance Document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
| + | Indicates a management contract or compensatory plan. | |
| # | Portions of the exhibit, marked by brackets and asterisks [***], have been omitted because the omitted information is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is information that the registrant treats as private or confidential. | |
| ^ | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. | |
| * | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. |
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