Skip to main content

RECURSION PHARMACEUTICALS, INC.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

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.

Mar 31, 2026 · Filed May 6, 2026

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

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001601830-25-000166

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001601830-26-000078

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 7 previous paragraphs and 4 current paragraphs.

2 unchanged; 2 reworded; 0 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Removed paragraphs (3)

Previous report

On July 08, 2025, the Company, Exscientia Ventures I, Inc., an indirect wholly-owned subsidiary of the Company (“Buyer Sub”), Rallybio Corporation (“Rallybio”), and Rallybio IPB, LLC, a wholly-owned subsidiary of Rallybio (the “Seller”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on July 08, 2025, Buyer Sub acquired 50% of the issued and outstanding membership interests of RE Ventures I, LLC from the Seller in exchange for cash and shares of Class A common stock of the Company (the “Rallybio Shares”). Under the terms of the Purchase Agreement, as partial consideration, on July 08, 2025, the Company paid the Seller 1,457,952 Shares and additional cash consideration in the amounts set forth in the Purchase Agreement. The sale was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, the Company subsequently filed a prospectus supplement to a registration statement (File No. 333-284878) pursuant to Rule 424(b) on July 08, 2025, to register the resale of the Rallybio Shares by Rallybio.

Previous report

On August 27, 2025, following the achievement of certain milestones under the Purchase Agreement, the Company issued to the Seller an aggregate of 2,397,023 Shares (the “Contingent Shares”) pursuant to the terms of the Purchase Agreement. The sale was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, on August 29, 2025, the Company filed a prospectus supplement to a registration statement (File No. 333-284878) pursuant to Rule 424(b) to register the resale of the Contingent Shares by Rallybio.
Reworded paragraphs (2)

Previous wording

Investing in our common stock involves a high degree of risk. For a detailed discussion of the risks that affect our business. Please refer to the sections titled Part I, Item 1A. “Risk Factors” of our 2024 Annual Report and Part II, Item 1A. “Risk Factors” of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Current wording

Investing in our common stock involves a high degree of risk. For a detailed discussion of the risks that affect our business. Please refer to the section titled Part I, Item 1A. “Risk Factors” of our 2025 Annual Report.

Previous wording

For the nine months ended September 30, 2025, we issued 60,800 shares of our Class A common stock to our employees, directors, advisors and consultants upon the exercise of stock options under our Key Personnel Incentive Stock Plan for aggregate consideration of approximately $21 thousand, in reliance on the exemption provided by Rule 701(b)(2) promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. All recipients either received adequate information about our company or had access, through employment or other relationships, to such information.

Current wording

For the three months ended March 31, 2026, we issued 4,800 shares of our Class A common stock to our employees, directors, advisors and consultants upon the exercise of stock options under our Key Personnel Incentive Stock Plan for aggregate consideration of approximately $2 thousand, in reliance on the exemption provided by Rule 701(b)(2) promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. All recipients either received adequate information about our company or had access, through employment or other relationships, to such information.