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RECURSION PHARMACEUTICALS INC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

RXRX$3.81+8.1%Stored close · as of Nov 9, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549FORM 10-Q(Mark One)☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40323RECURSION PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 46-4099738 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)41 S Rio Grande StreetSalt Lake City, UT 84101(Address of principal executive offices) (Zip code)(385) 269 - 0203(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.00001RXRXNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerxNon-accelerated filer☐
Accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒As of October 31, 2024, there were 279,602,258 and 7,038,575 of the registrant’s Class A and B common stock outstanding, respectively.

TABLE OF CONTENTS

Page
Part IFinancial Information1
Item 1.Financial Statements (unaudited)1
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk32
Item 4.Controls and Procedures32
Part IIOther Information34
Item 1.Legal Proceedings34
Item 1A.Risk Factors34
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 6.Exhibits34
Signatures36

i

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” about us and our industry within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this report may include without limitation those regarding:

our research and development programs;

the initiation, timing, progress, results, and cost of our current and future preclinical and clinical studies, including statements regarding the design of, and the timing of initiation and completion of, studies and related preparatory work, as well as the period during which the results of the studies will become available;

the ability of our clinical trials to demonstrate the safety and efficacy of our drug candidates, and other positive results;

the ability and willingness of our collaborators to continue research and development activities relating to our development candidates and investigational medicines;

future agreements with third parties in connection with the commercialization of our investigational medicines and any other approved product;

the timing, scope, or likelihood of regulatory filings and approvals, including the timing of Investigational New Drug applications and final approval by the U.S. Food and Drug Administration, or FDA, of our current drug candidates and any other future drug candidates, as well as our ability to maintain any such approvals;

the timing, scope, or likelihood of foreign regulatory filings and approvals, including our ability to maintain any such approvals;

the size of the potential market opportunity for our drug candidates, including our estimates of the number of patients who suffer from the diseases we are targeting and potential annual sales;

our ability to identify viable new drug candidates for clinical development and the rate at which we expect to identify such candidates, whether through an inferential approach or otherwise;

our expectation that the assets that will drive the most value for us are those that we will identify in the future using our datasets and tools;

our ability to develop and advance our current drug candidates and programs into, and successfully complete, clinical studies;

our ability to reduce the time or cost or increase the likelihood of success of our research and development relative to the traditional drug discovery paradigm;

our ability to improve, and the rate of improvement in, our infrastructure, datasets, biology, technology tools and drug discovery platform, and our ability to realize benefits from such improvements;

our expectations related to the performance and benefits of our BioHive supercomputer, including our planned expansion of the BioHive supercomputer capabilities;

our ability to realize a return on our investment of resources and cash in our drug discovery collaborations;

our ability to integrate acquired businesses with our existing programs and platform and realize a return on acquired assets;

our ability to leverage datasets acquired through licenses with third parties, including with Tempus, into increased machine learning capabilities, novel genetic associations and mechanisms, innovative therapeutics, or other beneficial outcomes;

our ability to derive value from our Recursion OS by licensing subsets of data and key tools;

the ability to construct and apply more and increasingly sophisticated foundation models and large language models across biology, chemistry and translation and to use these models to drive new, better programs into clinical development both in our own pipeline and with our current and future partners at scale;

our ability to scale like a technology company, including scaling our Recursion OS, and to add more programs to our pipeline each year;

our ability to successfully compete in a highly competitive market;

our manufacturing, commercialization and marketing capabilities and strategies;

our plans relating to commercializing our drug candidates, if approved, including the geographic areas of focus and sales strategy;

our expectations regarding the approval and use of our drug candidates in combination with other drugs;

the rate and degree of market acceptance and clinical utility of our current drug candidates, if approved, and other drug candidates we may develop;

our competitive position and the success of competing approaches that are or may become available;

our estimates of the number of patients that we will enroll in our clinical trials and the timing of their enrollment;

the beneficial characteristics, safety, efficacy and therapeutic effects of our drug candidates;

our plans for further development of our drug candidates, including additional indications we may pursue;

ii

our ability to adequately protect and enforce our intellectual property and proprietary technology, including the scope of protection we are able to establish and maintain for intellectual property rights covering our current drug candidates and other drug candidates we may develop, receipt of patent protection, the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, the protection of our trade secrets, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;

the impact of any intellectual property disputes and our ability to defend against claims of infringement, misappropriation, or other violations of intellectual property rights;

our ability to keep pace with new technological developments;

our ability to utilize third-party open source software and cloud-based infrastructure, on which we are dependent;

the adequacy of our insurance policies and the scope of their coverage;

the potential impact of a pandemic, epidemic, or outbreak of an infectious disease, such as COVID-19, or natural disaster, global political instability or warfare, and the effect of such outbreak or natural disaster, global political instability or warfare on our business and financial results;

our ability to maintain our technical operations infrastructure to avoid errors, delays, or cybersecurity breaches;

our continued reliance on third parties to conduct additional clinical trials of our drug candidates, and for the manufacture of our drug candidates for preclinical studies and clinical trials;

our ability to obtain and negotiate favorable terms of, any collaboration, licensing, or other arrangements that may be necessary or desirable to research, develop, manufacture, or commercialize our platform and drug candidates;

the pricing and reimbursement of our current drug candidates and other drug candidates we may develop, if approved;

our estimates regarding expenses, future revenue, capital requirements and need for additional financing;

our financial performance;

the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements;

our ability to raise substantial additional funding;

the impact of current and future laws and regulations, and our ability to comply with all regulations that we are, or may become, subject to;

the need to hire additional personnel and our ability to attract and retain such personnel;

the impact of any current or future litigation, which may arise during the ordinary course of business and be costly to defend;

the need to raise additional capital may cause dilution to our stockholders, restrict our operations, require us to relinquish rights to our technologies or drug candidates, and divert management’s attention from our core business;

our anticipated use of our existing resources;

statements regarding our proposed business combination with Exscientia, including the closing of the transaction and Class A common stock to be issued in connection therewith;

the effectiveness of remediation actions on any identified material weaknesses in internal controls over financial reporting;

changes in voting power related to Dr. Gibson’s vesting in and exercises of equity awards;

ownership changes that may limit the amount of our net operating losses and tax credit carryforwards that can be utilized annually to offset future taxable income; and

other risks and uncertainties, including those listed in the section titled “Risk Factors.”

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate, and financial trends that we believe may affect our business, financial condition, results of operations and prospects. These forward-looking statements are not guarantees of future performance or development. These statements speak only as of the date of this report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report. While we believe such information forms a reasonable basis for such statements, the information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon them.

iii

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