8-K: Recursion Pharmaceuticals Registers Resale of 4.26 Million Shares Issued to Tempus Labs

Recursion Pharmaceuticals filed a prospectus supplement to register the resale of 4,260,927 shares of its Class A common stock issued to Tempus Labs as payment for annual license fees.

Summary

• Recursion Pharmaceuticals filed a prospectus supplement on May 9, 2025, to register the resale of 4,260,927 shares of its Class A common stock.
• These shares, referred to as the Tempus Shares, were issued to Tempus Labs, Inc. as payment for annual license fees under a Master Agreement between Recursion and Tempus.
• The offering of these shares was made pursuant to an exemption from registration under the Securities Act of 1933.
• Wilson Sonsini Goodrich & Rosati, P.C. provided an opinion on the legality of the Tempus Shares, which is filed as an exhibit to the report.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focused on a legal and procedural matter. It doesn't convey strong positive or negative sentiment.

Positives

• The registration of resale shares allows Tempus Labs to sell its Recursion Pharmaceuticals stock.
• The legal opinion from Wilson Sonsini Goodrich & Rosati, P.C. confirms the legality of the shares.

Future Outlook

The document does not contain specific forward-looking statements from Recursion Pharmaceuticals regarding its future financial performance or business strategy beyond the registration of the resale shares.

Industry Context

This announcement reflects ongoing collaborations between pharmaceutical companies and technology firms in the healthcare sector, where data and AI are increasingly used for drug discovery and development. Tempus Labs is a well known technology company in the healthcare space.

Related Party Transactions

• The issuance of Class A common stock to Tempus Labs in payment for annual license fees under the Master Agreement constitutes a related party transaction.

Stakeholder Impact

• The registration of resale shares allows Tempus Labs to sell its Recursion Pharmaceuticals stock, potentially impacting the supply and demand dynamics of the stock.
• Existing shareholders may experience dilution if Tempus Labs sells a significant portion of its shares.

Key Dates

Keywords

Recursion Pharmaceuticals, Tempus Labs, Class A Common Stock, Resale, Registration Statement, Prospectus Supplement, License Fees, Shares