RECURSION PHARMACEUTICALS INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549FORM 10-K(Mark One)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.00001 | RXRX | Nasdaq Global Select Market |
Securities registered pursuant to section 12(g) of the Act: None_____________________________________________________________________________________________________(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No xIndicate 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 filer | x | Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the 201,103,102 shares of Class A common voting stock held by non-affiliates of the Registrant, computed by reference to the closing price as reported on the Nasdaq Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2024) was $1,508.3 million. As of January 31, 2025, there were 395,072,094 and 6,918,575 shares of the registrant’s Class A and B common stock, respectively, par value $0.00001 per share outstanding, respectively.
DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement for use in connection with the registrant’s 2025 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this report.
| A Letter from OurCo-Founder and CEODear Shareholders,As we step into 2025, I want to take a moment to reflect on where Recursion stands today and where we are headed. The future of our company—and of the broader pharmaceutical industry—depends on our ability to maintain an unwavering commitment to a bold, audacious vision. This is even more true in challenging times where funding, both for biotech companies and the early research that drives our industry forward, are facing headwinds. At Recursion, we are driven by a singular mission: to decode biology to radically improve lives. We are harnessing the power of cutting-edge technology, vast datasets, and foundation models to transform the way drugs are discovered and developed. And while we’ve adjusted our sails to the winds of our industry, capital markets and more, we’ve never altered our destination. We won’t settle for anything less than achieving this mission, and I’m proud to lead a company where we take that approach, from our employees, to our leadership, and to our Board of Directors. Our boldness in the face of stormy weather is one of the things that makes us the leader in TechBio. | |
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| Largest merger or acquisitionIN THE TECHBIO SPACE TO DATE WITH EXSCIENTIA | Recursion’s commitment to revolutionizing drug development took a major leap forward last year with the announcement of the largest merger or acquisition in the TechBio space to date—our combination with Exscientia. This was not just a transaction; it was the formation of a first-of-its-kind, fully integrated, technology-first drug discovery platform, and it was a transaction that we’ve known could be transformative for years. By uniting Recursion’s strength in scaling biological insights and clinical translation with Exscientia’s precision chemistry and small-molecule expertise, we have created a seamless, AI-driven approach spanning from early discovery to clinical development.Through this combination, we have built a unique full-stack platform. Way back in 2013, we started with a point-solution; leveraging computer vision to unlock all of the information in cell morphology. Our pioneering work in phenomics, which is now a part of nearly every large pharmaceutical company’s discovery workstream, was just the beginning. While hundreds of TechBio startups today are optimizing their first point-solution, we’ve continued advancing our tech-enabled philosophy to build, buy and combine point solutions across virtually all major steps in drug discovery from target discovery to clinical development. We’ve continued investing, from scaling new high-dimensional -omics assays, to building BioHive-2, the most advanced supercomputer in the pharmaceutical industry, all because we believe more than ever that a technology-driven approach is what will finally unlock the much needed and anticipated shift in the way drugs are discovered and developed. And while I’m proud that we have led the burgeoning TechBio space for more than a decade, I’m even happier to see hundreds of companies, big and small, following in our footsteps. For years we preached the potential of combining sophisticated computational techniques with large biological and chemical dataset creation to a skeptical (and sometimes hostile) audience. Today, the naysayers are part of a slimming minority and the progressive visionaries of the industry are all plotting their path to this inevitable future of drug discovery. The era of TechBio is truly here, and we are proud to be such a big part of it. |
| 10 key clinical milestonesEXPECTED OVER THE NEXT 18 MONTHS | A Look Back at 2024: Delivering on the Promise of AI and Data-Driven Drug DiscoveryThe strength of our approach is evident in our growing portfolio. We now have 10 clinical and preclinical programs, with approximately 10 key clinical milestones expected over the next 18 months. Beyond that, we have more than 10 advanced discovery programs advancing rapidly toward the clinic alongside some incredibly exciting programs and molecules that are a part of our discovery collaborations.One compelling example is REC-1245, a potential first-in-class RBM39 degrader for biomarker-enriched solid tumors and lymphoma. This program, one of the first to result from our end-to-end AI-enabled platform, leveraged advanced maps of biology to identify RBM39 as a critical target and our early AI-enabled chemistry platform to advance the molecule to candidate. Through preclinical models, we validated that RBM39 degradation disrupts key DNA damage response (DDR) networks, potentially halting cancer growth. The journey from target identification to IND-enabling studies was completed in just 18 months—less than half of the industry average—leading to our first patient being dosed in the fourth quarter of 2024.Another breakthrough is REC-617, our precision-designed CDK7 inhibitor, which has shown promising interim results in the Phase 1/2 ELUCIDATE trial. Early data demonstrates robust target engagement, a favorable pharmacokinetic and pharmacodynamic profile, and compelling initial clinical activity. Notably, a confirmed partial response was observed in a heavily pre-treated patient with platinum-resistant ovarian cancer, lasting more than six months, alongside four additional patients achieving stable disease. Designed entirely using our AI-led platform, REC-617 was synthesized from hit to candidate in just under 12 months, requiring only 136 novel molecules—an order of magnitude more efficient than conventional drug discovery.Beyond our own programs, we continue to collaborate with leading biopharma partners like Roche and Genentech, Sanofi, Bayer, and Merck KGaA, Darmstadt, Germany. These partnerships validate our platform and amplify our impact. For example, our collaboration with Roche and Genentech achieved a groundbreaking milestone: the world’s first genome-scale Neuromap, a comprehensive AI-powered model of neurobiology built from human-induced pluripotent stem cell (hiPSC)-derived neurons. This effort, which required generating over a trillion neurons, led to a first-of-its-kind neuroscience phenomap that Roche-Genentech optioned for $30 million.Similarly, our work with Sanofi continues to drive value. In 2024, we received $15 million in milestone payments after advancing two discovery programs into lead optimization, each showing strong differentiation and best-in-class potential. To date, we have generated over $450 million in collaboration payments, not only through upfront payments, but by consistently delivering on milestones, a feat achieved by few other biotech companies in history. As we look ahead, we are well on our way toward unlocking up to $20 billion in potential milestone payments before royalties—fueling the next generation of AI-driven drug discovery and development. |
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| >$450 MillionIN COLLABORATION PAYMENTS TO DATE | |
| 2025 and Beyond: The Dawn of the Virtual CellFor the small set of leaders in TechBio—spanning companies, institutes and academics - we are converging around a breakthrough in the coming years that has the potential to create a transformational shift. We are approaching a future where many biological processes can be accurately simulated—a concept we call the "virtual cell." Today, our wet labs primarily generate the data needed to train AI models. But in the near future, these labs will primarily validate AI-driven predictions, fundamentally flipping the paradigm of drug discovery. | |
| Four interconnected layers of biology | We believe that achieving this vision will require excellence across four interconnected layers of biology:1.Population-Scale Patient-Level Data: Thanks to the genomic revolution and the progressive thinking of a small number of governments around the world, we and many others have had access to population-scale -omics data from patients. In the last 18 months, we have dramatically expanded the power of our approach by signing deals with companies like Tempus and Helix to bring tens of petabytes of proprietary data to support our discovery and development.2.Pathway-Level Data: We are far ahead in systematically mapping gene networks across multiple cellular contexts, using techniques like whole-genome CRISPR knockout and high-dimensional -omics analysis across hundreds of millions of proprietary experiments.3.Protein-Level Insights: AlphaFold and similar tools have revolutionized protein modeling. By integrating state-of-the-art protein-protein interaction and ligand-binding predictions, we remain at the forefront of this rapidly evolving space.4.Atomistic-Level Simulations: With Exscientia’s quantum mechanics/molecular dynamics (QM/MD) expertise now part of Recursion, we are uniquely positioned to lead in simulating molecular interactions at atomic precision.By integrating these layers, Recursion is building one of the most advanced predictive models of human biology ever created. This will allow us to explore the vast landscape of potential drugs and disease mechanisms in silico before ever stepping into the lab—dramatically accelerating drug development timelines and reducing costs.Transforming Clinical Development with AI and AutomationIn 2025, we are also doubling down on transforming clinical development through our ClinTech platform, powered by AI, automation, and real-world evidence. Our partnerships with Tempus, Helix and a growing cohort of other data sources provide us with access to critical patient data, allowing us to:•Use AI-driven simulations to optimize trial design and enhance our probability of success.•Automate critical processes like patient recruitment and site activation, dramatically reducing enrollment timelines.•Leverage real-world evidence to inform regulatory strategies and increase the likelihood of clinical success.And through partnerships with Faro Health and other industry leaders, we are industrializing clinical workflows, reducing trial costs, and streamlining operations—all while increasing the speed at which we bring new medicines to patients. We are in the early days of this work, but I am so excited at the potential I am already seeing. Coupling these advances with our discovery and translational platform will magnify all of our clintech work and continue to accelerate our lead in the TechBio space. |
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| •Population-Scale Patient-Level Data•Pathway-Level Data•Protein-Level Insights•Atomistic-Level Simulations | |
| “This is not just about technology for the sake of technology. It is about ensuring that the boldest ideas in biotech are realized and that the future of medicine is shaped by those who are willing to embrace the extraordinary.” | |
The Future of TechBio: A Call to BoldnessThe path we are charting is not an easy one. It is filled with challenges, and it requires taking risks that others shy away from. But if we are to fulfill our promise—to revolutionize drug discovery and improve patient lives at scale—we must push forward with conviction.This is not just about technology for the sake of technology. It is about ensuring that the boldest ideas in biotech are realized and that the future of medicine is shaped by those who are willing to embrace the extraordinary. As we step into 2025, I am more confident than ever that Recursion is leading the way. With a solid foundation, a world-class team, and a relentless commitment to innovation, we are poised to make this year our most transformative yet.Thank you for your continued belief in our mission. Together, we are unlocking the future of medicine.Chris Gibson, Ph.D.Founder and CEO, Recursion
TABLE OF CONTENTS
| PART 01 | Item 1. Business | 10 | |
|---|---|---|---|
| Item 1A. Risk Factors | 99 | ||
| Item 1B. Unresolved Staff Comments | 161 | ||
| Item 1C. Cybersecurity | 161 | ||
| Item 2. Properties | 162 | ||
| Item 3. Legal Proceedings | 163 | ||
| Item 4. Mine Safety Disclosures | 163 | ||
| PART 02 | Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 164 | |
| Item 6. [Reserved] | 165 | ||
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 167 | ||
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 177 | ||
| Item 8. Financial Statements and Supplementary Data | 179 | ||
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 220 | ||
| Item 9A. Controls and Procedures | 220 | ||
| Item 9B. Other Information | 222 | ||
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 222 | ||
| PART 03 | Item 10. Directors, Executive Officers and Corporate Governance | 223 | |
| Item 11. Executive Compensation | 223 | ||
| Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters | 223 | ||
| Item 13. Certain Relationships and Related Transactions and Director Independence | 223 | ||
| Item 14. Principal Accounting Fees and Services | 223 | ||
| PART 04 | Item 15. Exhibits and Financial Statement Schedules | 224 | |
| Signatures | 228 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.