RECURSION PHARMACEUTICALS, INC. 10-Q

Item 1. Financial Statements. Recursion Pharmaceuticals, Inc. Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share amounts) June 30, December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 405,870 $ 549,912 Restricted cash 3,325 1,280 Other receivables 3,051 2,753 Other current assets 18,774 15,869 Total current assets 431,020 569,814 Restricted cash, non-current 7,629 7,920 Property and equipment, net 89,768 88,192 Operating lease right-of-use assets 34,899 33,255 Intangible assets, net 42,757 1,306 Goodwill 60,516 801 Other assets, non-current 110 — Total assets $ 666,699 $ 701,288 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 2,086 $ 4,586 Accrued expenses and other liabilities 32,873 32,904 Unearned revenue 73,105 56,726 Notes payable 676 97 Operating lease liabilities 5,219 5,952 Total current liabilities 113,959 100,265 Unearned revenue, non-current 32,436 70,261 Notes payable, non-current 1,155 536 Operating lease liabilities, non-current 45,850 44,420 Deferred tax liabilities 4,336 — Total liabilities 197,736 215,482 Commitments and contingencies (Note 7) Stockholders’ equity Common stock, $ 0.00001 par value; 2,000,000,000 shares (Class A 1,989,032,117 and Class B 10,967,883 ) authorized as of June 30, 2023 and December 31, 2022; 206,737,332 shares (Class A 195,051,012 , Class B 7,679,871 and Exchangeable 4,006,449 ) and 191,022,864 shares (Class A 183,209,655 , Class B 7,813,209 and Exchangeable 0 ) issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 2 2 Additional paid-in capital 1,250,570 1,125,360 Accumulated deficit ( 781,609 ) ( 639,556 ) Total stockholders’ equity 468,963 485,806 Total liabilities and stockholders’ equity $ 666,699 $ 701,288 See the accompanying notes to these c ondensed consolidated financial statements. 1 Table of Contents Recursion Pharmaceuticals, Inc. Condensed Consolidated Statements of Operations (unaudited) (in thousands, except share and per share amounts) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Revenue Operating revenue $ 11,016 $ 7,653 $ 23,150 $ 12,952 Grant revenue 1 21 1 55 Total revenue 11,017 7,674 23,151 13,007 Operating costs and expenses Cost of revenue 9,382 14,227 21,829 22,026 Research and development 55,060 38,439 101,737 70,880 General and administrative 28,290 21,199 51,165 42,273 Total operating costs and expenses 92,732 73,865 174,731 135,179 Loss from operations ( 81,715 ) ( 66,191 ) ( 151,580 ) ( 122,172 ) Other income, net 4,989 631 9,527 633 Net loss $ ( 76,726 ) $ ( 65,560 ) $ ( 142,053 ) $ ( 121,539 ) Per share data Net loss per share of Class A, B and Exchangeable common stock, basic and diluted $ ( 0.38 ) $ ( 0.38 ) $ ( 0.71 ) $ ( 0.71 ) Weighted-average shares (Class A, B and Exchangeable) outstanding, basic and diluted 201,415,475 172,212,390 198,957,804 171,455,595 See the accompanying notes to these c ondensed consolidated financial statements. 2 Table of Contents Recursion Pharmaceuticals, Inc. Condensed Consolidated Statements of Comprehensive Loss (unaudited) (in thousands) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Net loss $ ( 76,726 ) $ ( 65,560 ) $ ( 142,053 ) $ ( 121,539 ) Unrealized gain (loss) on investments — 112 — ( 110 ) Net realized loss on investments reclassified into net loss — — — 39 Other comprehensive income (loss) — 112 — ( 71 ) Comprehensive loss $ ( 76,726 ) $ ( 65,448 ) $ ( 142,053 ) $ ( 121,610 ) See the accompanying notes to these c ondensed consolidated financial statements. 3 Table of Contents Recursion Pharmaceuticals, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (in thousands, except share amounts) Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated other comprehensive loss Stockholders’ Equity (Class A, B and Exchangeable) Shares Amount Balance as of March 31, 2023 192,230,854 $ 2 $ 1,135,056 $ ( 704,883 ) $ — $ 430,175 Net loss — — — ( 76,726 ) — ( 76,726 ) Stock option exercises and other 2,394,131 — 4,912 — — 4,912 Stock-based compensation — — 11,811 — — 11,811 Class A shares and stock options issued for acquisitions 6,878,653 — 68,499 — — 68,499 Exchangeable shares issued for acquisitions 5,233,694 — 30,292 — — 30,292 Class A shares issued for exchangeable shares 1,227,245 — — — — — Exchangeable shares redeemed ( 1,227,245 ) — — — — — Balance as of June 30, 2023 206,737,332 $ 2 $ 1,250,570 $ ( 781,609 ) $ — $ 468,963 Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated other comprehensive loss Stockholders’ Equity (Class A, B and Exchangeable) Shares Amount Balance as of December 31, 2022 191,022,864 $ 2 $ 1,125,360 $ ( 639,556 ) $ — $ 485,806 Net loss — — — ( 142,053 ) — ( 142,053 ) Stock option exercises and other 3,602,121 — 5,794 — — 5,794 Stock-based compensation — — 20,625 — — 20,625 Class A shares and stock options issued for acquisitions 6,878,653 — 68,499 — — 68,499 Exchangeable shares issued for acquisitions 5,233,694 — 30,292 — — 30,292 Class A shares issued for exchangeable shares 1,227,245 — — — — — Exchangeable shares redeemed ( 1,227,245 ) — — — — — Balance as of June 30, 2023 206,737,332 $ 2 $ 1,250,570 $ ( 781,609 ) $ — $ 468,963 See the accompanying notes to these c ondensed consolidated financial statements. 4 Table of Contents Recursion Pharmaceuticals, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (in thousands, except share amounts) Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated other comprehensive loss Stockholders’ Equity (Class A, B and Exchangeable) Shares Amount Balance as of March 31, 2022 171,078,088 $ 2 $ 949,932 $ ( 456,059 ) $ ( 309 ) $ 493,566 Net loss — — — ( 65,560 ) — ( 65,560 ) Other comprehensive gain — — — — 112 112 Stock option exercises and other 1,737,321 — 3,787 — — 3,787 Stock-based compensation — — 5,674 — — 5,674 Balance as of June 30, 2022 172,815,409 $ 2 $ 959,393 $ ( 521,619 ) $ ( 197 ) $ 437,579 Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated other comprehensive loss Stockholders’ Equity (Class A, B and Exchangeable) Shares Amount Balance as of December 31, 2021 170,272,462 $ 2 $ 943,142 $ ( 400,080 ) $ ( 126 ) $ 542,938 Net loss — — — ( 121,539 ) — ( 121,539 ) Other comprehensive loss — — — — ( 71 ) ( 71 ) Stock option exercises and other 2,542,947 — 4,944 — — 4,944 Stock-based compensation — — 11,307 — — 11,307 Balance as of June 30, 2022 172,815,409 $ 2 $ 959,393 $ ( 521,619 ) $ ( 197 ) $ 437,579 See the accompanying notes to these condensed consolidated financial statements. 5 Table of Contents Recursion Pharmaceuticals, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands) Six months ended June 30, 2023 2022 Cash flows from operating activities Net loss $ ( 142,053 ) $ ( 121,539 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 9,271 5,553 Stock-based compensation 20,625 11,307 Fixed asset impairment 1,169 2,806 Lease expense 3,991 3,757 Other, net 739 594 Changes in operating assets and liabilities: Other receivables and assets ( 1,131 ) ( 9,351 ) Unearned revenue ( 23,200 ) 137,048 Accounts payable ( 2,856 ) 358 Accrued development expense 1,747 2,877 Accrued expenses and other current liabilities ( 3,643 ) ( 14,833 ) Operating lease liabilities ( 5,442 ) ( 2,812 ) Net cash provided by (used in) operating activities ( 140,783 ) 15,765 Cash flows from investing activities Net cash and restricted cash acquired in the acquisition of a business 1,915 — Purchases of property and equipment ( 9,143 ) ( 20,817 ) Purchase of an intangible asset ( 165 ) — Sales and maturities of investments — 169,061 Net cash provided by (used in) investing activities ( 7,393 ) 148,244 Cash flows from financing activities Proceeds from equity incentive plans 5,757 4,796 Repayment of long-term debt ( 48 ) ( 44 ) Net cash provided by financing activities 5,709 4,752 Effect of exchange rate changes on cash, cash equivalents and restricted cash 179 — Net change in cash, cash equivalents and restricted cash ( 142,288 ) 168,761 Cash, cash equivalents and restricted cash, beginning of period 559,112 295,349 Cash, cash equivalents and restricted cash, end of period $ 416,824 $ 464,110 Supplemental schedule of non-cash investing and financing activities Issuance of shares for the acquisitions of businesses $ 98,791 $ — Accrued property and equipment 6 4,174 Right-of-use asset additions and modifications 4,160 3,990 Financed equipment purchase 1,214 — Supplemental schedule of cash flow information Cash paid for operating leases $ 5,442 $ 2,812 Cash paid for interest 25 28 See the accompanying notes to these condensed consolidated financial statements. 6 Table of Contents Recursion Pharmaceuticals, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Note 1. Description of the Business Recursion Pharmaceuticals, Inc. (Recursion, the Company, we or our) was originally formed as a limited liability company on November 4, 2013 under the name Recursion Pharmaceuticals, LLC. In September 2016, the Company converted to a Delaware corporation and changed its name to Recursion Pharmaceuticals, Inc. Recursion is a clinical stage TechBio company decoding biology to industrialize drug discovery. The Recursion Operating System (OS), a platform built across diverse technologies, enables the Company to map and navigate trillions of biological and chemical relationships within the Recursion Data Universe, one of the world’s largest proprietary biological and chemical datasets. The Company integrates physical and digital components as iterative loops of atoms and bits scaling wet lab biology and chemistry data organized into virtuous cycles with computational tools to rapidly translate in silico hypotheses into validated insights and novel chemistry. As of June 30, 2023, the Company had an accumulated deficit of $ 781.6 million. The Company expects to incur substantial operating losses in future periods and will require additional capital to advance its drug candidates. The Company does not expect to generate significant revenue until the Company successfully completes significant drug development milestones with its subsidiaries or in collaboration with third parties, which the Company expects will take a number of years. In order to commercialize its drug candidates, the Company or its partners need to complete clinical development and comply with comprehensive regulatory requirements. The Company is subject to a number of risks and uncertainties similar to those of other companies of the same size within the biotechnology industry, such as the uncertainty of clinical trial outcomes, uncertainty of additional funding and a history of operating losses. The Company has funded its operations to date primarily through the issuance of convertible preferred stock and the issuance of Class A common stock (see Note 8, “Common Stock” for additional details). Additionally, we have received payments of $ 180.0 million from our strategic partnerships (see Note 9, “Collaborative Development Contracts” for additional details). Recursion will likely be required to raise additional capital. As of June 30, 2023, the Company did not have any unconditional outstanding commitments for additional funding. Subsequent to June 30, 2023, Recursion entered into a private placement with NVIDIA Corporation (see Note 14, “Subsequent Events” for additional details). If the Company is unable to access additional funds when needed, it may not be able to continue the development of its products or the Company could be required to delay, scale back or abandon some or all of its development programs and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, could materially harm its business, financial condition and results of operations. Recursion believes that the Company’s existing cash and cash equivalents will be sufficient to fund the Company’s operating expenses and capital expenditures for at least the next 12 months. Note 2. Basis of Presentation Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2022. It is management’s opinion that these condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial statements. Revenue and net loss for any interim period are not necessarily indicative of future or annual results. 7 Table of Contents Recent Accounting Pronouncements New accounting pronouncements are routinely issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by Recursion as of the specified effective date. The Company does not expect the impact of recently issued standards that are not yet effective will have a material impact on its condensed consolidated financial statements and disclosures. Note 3. Supplemental Financial Information Property and Equipment June 30, December 31, (in thousands) 2023 2022 Lab equipment $ 58,436 $ 47,524 Leasehold improvements 46,714 41,872 Office equipment 22,006 20,164 Construction in progress 212 8,747 Property and equipment, gross 127,368 118,307 Less: Accumulated depreciation ( 37,600 ) ( 30,115 ) Property and equipment, net $ 89,768 $ 88,192 Depreciation expense on property and equipment was $ 4.0 million and $ 7.5 million during the three and six months ended June 30, 2023, respectively, and $ 2.7 million and $ 5.4 million during the three and six months ended June 30, 2022, respectively . The Company recorded an impairment of $ 1.2 million and $ 2.8 million during the six months ended June 30, 2023 and 2022, respectively, related to construction projects for leasehold improvements as the Company no longer intended to use them. The impairments were recorded in “General and Administrative” in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2023, the Company initiated and completed a project to upgrade the BioHive supercomputer for $ 1.7 million . The supercomputer was classified as office equipment in the above table. The increase in lab equipment from the prior year was driven by the completion of several labs in the headquarters expansion. The majority of the balance was included in construction in progress in the prior year. Accrued Expenses and Other Liabilities June 30, December 31, (in thousands) 2023 2022 Accrued compensation $ 15,851 $ 20,433 Accrued development expenses 5,119 3,372 Accrued early discovery expenses 3,009 3,192 Materials received not invoiced 2,304 2,028 Accrued other expenses 6,590 3,879 Accrued expense and other liabilities $ 32,873 $ 32,904 Notes Payable In January 2023, the Company entered into a financing agreement for borrowing $ 1.9 million as part of the supercomputer upgrade project. The debt will be repaid over a three-year period at a 7 % interest rate. As of June 30, 2023, the outstanding balance was $ 1.2 million. 8 Table of Contents In 2018, the Company borrowed $ 992 thousand, which was available as part of a lease agreement for use on tenant improvements. The note will be repaid over a 10 -year period at an 8 % interest rate. As of June 30, 2023, the outstanding balance was $ 585 thousand. Interest Income, net Three months ended June 30, Six months ended June 30, (in thousands) 2023 2022 2023 2022 Interest income $ 4,957 $ 652 $ 9,617 $ 739 Interest expense ( 26 ) ( 14 ) ( 45 ) ( 28 ) Interest income, net $ 4,931 $ 638 $ 9,572 $ 711 For the three and six months ended June 30, 2023 and 2022, interest income primarily related to earnings on cash and cash equivalents in money market funds. Interest income was included in “Other income, net” on the Condensed Consolidated Statements of Operations. Note 4. Acquisitions Results of operations of acquired companies are included in the Recursion results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Valence Discovery Inc. On May 16, 2023, Recursion acquired all of the outstanding equity interests in Valence Discovery Inc. (Valence), a privately-held machine learning (ML) / artificial intelligence (AI) digital chemistry company. The integration of Valence’s AI-based chemistry engine into Recursion’s operating system will allow Recursion to expand its technology-enabled drug discovery process. This will accelerate Recursion’s digital chemistry capabilities and its drug discovery process. The acquisition of Valence was accounted for as a business combination using the acquisition method of accounting. The aggregate upfront consideration for the acquisition of Valence consisted of 2,168,020 shares of Recursion Class A common stock, 5,904,827 shares of a subsidiary of Recursion, exchangeable for shares of Recursion’s Class A common stock, 792,011 shares issued upon exercise of stock options held by Valence equity award holders and deferred liabilities for additional consideration. An immaterial amount of the aforementioned share consideration had not yet been issued as of June 30, 2023. Additionally, the final number of shares to be issued had not yet been finalized and so are subject to change. The following table summarizes total consideration: (in thousands) Fair value of Recursion Class A common stock $ 11,122 Fair value of Exchangeable stock 30,292 Fair value of equity awards issued to Valance equity award holders 1,933 Deferred liabilities for additional consideration 358 Total consideration $ 43,705 9 Table of Contents The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Cash $ 4,235 Other receivables 485 Intangible asset - technology 15,000 Accounts payable and accrued liabilities ( 494 ) Deferred income taxes ( 2,892 ) Other long-term liabilities ( 378 ) Total identifiable net assets $ 15,956 Goodwill 27,749 Total assets acquired and liabilities assumed $ 43,705 The intangible asset related to Valence’s ML and AI digital chemistry platform. The estimated fair value of the intangible asset was determined using a cost approach. This valuation technique provides the fair value of an asset based on estimates of the total costs to develop the technology. Significant inputs used to determine the total cost includes the length of time required and service hours performed by Company employees. The technology intangible asset is being amortized on a straight-line basis over its four-year useful life. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized. The goodwill recognized represents the assembled workforce and expected synergies, including the ability to: (i) leverage Valence’s digital chemistry platform across Recursion’s business; (ii) leverage Valence’s ML and AI capabilities; (iii) integrate Recursion’s data and operating system into Valence’s platform; and (iv) accelerate Recursion’s pipeline. Goodwill was also impacted by the establishment of a deferred tax liability for the acquired identifiable intangible assets which have no tax basis. The goodwill is not deductible for tax purposes. Recursion’s condensed consolidated statement of operations included no net revenue and an immaterial operating loss associated with Valence’s operations. As the acquisition occurred in May 2023, the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change. The primary areas subject to change relate to the valuation of the intangible asset, other receivables and deferred taxes. To assist management in the allocation, the Company engaged external specialists. The Company will finalize the amounts recognized as the information necessary to complete the analysis is obtained. The Company expects to finalize these amounts as soon as possible but no later than one year from the acquisition date. Cyclica Inc . On May 25, 2023, Recursion acquired all of the outstanding equity interests in Cyclica Inc. (Cyclica), a privately-held Company that has built a digital chemistry software suite which enables mechanism of action deconvolution and generative chemistry suggestions based on desired targets. Cyclica’s platform is expected to enhance the optimization of Recursion’s compounds for efficacy while minimizing liabilities through generative machine learning approaches. The acquisition of Cyclica was accounted for as a business combination using the acquisition method of accounting. The aggregate upfront consideration for the acquisition of Cyclica consisted of 5,706,089 shares of Recursion Class A common stock, cash payments, 1,000,873 shares issuable upon exercise of stock options held by Cyclica equity award holders and deferred liabilities for additional consideration. Approximately 753 thousand of the aforementioned shares of Class A common stock consideration had not yet been issued as of June 30, 2023. 10 Table of Contents The following table summarizes total consideration: (in thousands) Fair value of Recursion Class A common stock $ 49,415 Cash 6,434 Fair value of equity awards issued to Cyclica equity award holders 6,030 Deferred liabilities for additional consideration 341 Total consideration $ 62,220 The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Cash $ 2,429 Restricted cash 1,685 Other receivables 737 Investments 1,000 Other current assets 385 Intangible assets - technology 28,000 Accounts payable and accrued liabilities ( 579 ) Unearned revenue ( 1,754 ) Deferred income taxes ( 1,443 ) Other liabilities, current ( 66 ) Other liabilities, non-current ( 139 ) Total identifiable net assets $ 30,255 Goodwill 31,965 Total assets acquired and liabilities assumed $ 62,220 The intangible assets are related to Cyclica’s digital chemistry platforms. The estimated fair value of the intangible assets were determined using a cost approach. This valuation technique provides the fair value of an asset based on estimates of the total costs to develop the technology. Significant inputs used to determine the total cost includes the length of time required and service hours performed by Company employees. The technology intangible assets are being amortized on a straight-line basis over their three-year useful lives. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized. The goodwill recognized represents the assembled workforce and expected synergies, including the ability to: (i) leverage Cyclica’s digital chemistry platform across Recursion’s business; (ii) leverage Cyclica’s ML and AI capabilities; (iii) integrate Recursion’s data and operating system into Cyclica’s platform; and (iv) accelerate Recursion’s pipeline. Goodwill was also impacted by the establishment of a deferred tax liability for the acquired identifiable intangible assets. The goodwill is not deductible for tax purposes. Recursion’s condensed consolidated statement of operations included immaterial net revenue and an immaterial operating loss associated with Cyclica’s operations. As the acquisition occurred in May 2023, the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change. The primary areas subject to change relate to the valuation of the intangible assets, other receivables and deferred taxes. To assist management in the allocation, the Company engaged external specialists. The Company will finalize the amounts recognized as the information necessary to complete the analysis is obtained. The Company expects to finalize these amounts as soon as possible but no later than one year from the acquisition date. 11 Table of Contents Pro forma financial information The following table presents the unaudited pro forma combined results of operations of Recursion, Valence and Cyclica as if the acquisitions had occurred on January 1, 2022: Three months ended June 30, Six months ended June 30, (in thousands) 2023 2022 2023 2022 Net revenue $ 11,258 $ 7,837 $ 23,437 $ 13,463 Net loss ( 79,586 ) ( 71,447 ) ( 153,037 ) ( 138,213 ) The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of Recursion, Valence and Cyclica. In order to reflect the occurrence of the acquisition on January 1, 2022 as required, the unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired, the additional stock compensation expense associated with the issuance of equity compensation related to the acquisitions and the reclassification of acquisition costs incurred during the six months ended June 30, 2023 to the six months ended June 30, 2022. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2022. In addition, the unaudited pro forma financial information is not a projection of the future results of operations of the combined company nor does it reflect the expected realization of any cost savings or synergies associated with the acquisition. Note 5. Leases The Company has entered into various long-term real estate leases primarily related to office, research and development and operating activities. The Company’s leases have remaining terms from under 1 year to 9 years and some of those leases include options that provide Recursion with the ability to extend the lease term for five years . The options are included in the lease term when it is reasonably certain that the option will be exercised. For the six months ended June 30, 2023, Recursion entered into lease modifications resulting in an increase to the right-of-use asset and lease liability of $ 3.4 million. The modifications had no impact to the Condensed Consolidated Statements of Operations. In May 2022, the Company entered into a lease agreement for laboratory and office space in Toronto, Ontario with approximately 28,110 square feet (the “Toronto Lease”). This lease was separated into multiple lease components based on the intended use of the portions of the space. For some of those components, the right of use began May 2022 when the control of the assets was obtained. The right of use for the remaining component began June 2023 when the control of the asset was obtained. The Toronto Lease terms for each component are ten years with a five-year renewal option. The Toronto Lease includes provisions for escalating rent payments and a tenant improvement allowance of up to $ 1.6 million. Total fixed payments are expected to be approximately $ 11.1 million with additional variable expenses, including building expenses. See Note 7, “Commitments and Contingencies” for information on the Industry lease. The components of the lease cost are as follows: Three months ended June 30, Six months ended June 30, 2023 (in thousands) 2023 2022 2023 2022 Operating lease cost $ 2,020 $ 1,957 $ 4,018 $ 3,784 Variable lease cost 499 465 1,157 669 Short-term lease cost 41 — 41 — Lease cost $ 2,560 $ 2,422 $ 5,216 $ 4,453 12 Table of Contents Lease term and discount rates as of June 30, 2023 were: (in thousands) June 30, 2023 Operating leases Weighted-average remaining lease term (years) 7.2 Weighted-average discount rate 7.8 % Maturities of operating lease liabilities as of June 30, 2023 were: (in thousands) Operating leases Remainder of 2023 $ 4,258 2024 9,934 2025 10,155 2026 10,349 2027 10,593 Thereafter 24,249 Total lease payments 69,538 Less: imputed interest ( 18,469 ) Present value of lease liabilities $ 51,069 Note 6. Goodwill and Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill: (in thousands) Balance as of December 31, 2022 $ 801 Additions from acquisitions 59,715 Balance as of June 30, 2023 $ 60,516 The additions to goodwill relate to the acquisition of Cyclica and Valence during the three months ended June 30, 2023. See Note 4, “Acquisitions” for additional details. No goodwill impairment was recorded during the three and six months ended June 30, 2023 and 2022. Intangible Assets, Net The following table summarizes intangible assets: June 30, 2023 December 31, 2022 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible assets $ 44,376 $ ( 2,523 ) $ 41,853 $ 1,211 $ ( 809 ) $ 402 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 45,280 $ ( 2,523 ) $ 42,757 $ 2,115 $ ( 809 ) $ 1,306 The definite-lived intangible assets balance increased during the three and six months ended June 30, 2023 due to the Company’s acquisitions. See Note 4, “Acquisitions” for additional details on the intangible assets acquired. Amortization expense was $ 1.6 million and $ 1.7 million during the three and six months ended June 30, 2023, respectively. Amortization expense was $ 76 thousand and $ 152 thousand during the three and six months ended 13 Table of Contents June 30, 2022, respectively. Amortization expense was included in research and development in the Condensed Consolidated Statements of Operations. The indefinite-lived intangible asset represents the Recursion domain name that the Company purchased. No indefinite-lived intangible asset impairment charges were recorded during the three and six months ended June 30, 2023 and 2022. Note 7. Commitments and Contingencies Contract Obligations In the normal course of business, the Company enters into contracts with clinical research organizations, drug manufacturers and other vendors for preclinical and clinical research studies, research and development supplies and other services and products for operating purposes. These contracts generally provide for termination on notice and are cancellable contracts. Indemnification The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The Company purchases directors and officers liability insurance coverage that provides for reimbursement to the Company for covered obligations and this is intended to limit the Company’s exposure and enable it to recover a portion of any amounts it pays under its indemnification obligations. The Company had no liabilities recorded for these agreements as of June 30, 2023 and December 31, 2022, as no amounts were probable. Employee Agreements The Company has signed employment agreements with certain key employees pursuant to which, if their employment is terminated following a change of control of the Company, the employees are entitled to receive certain benefits, including accelerated vesting of equity incentives. Legal Matters In February 2021, the Company entered into a lease agreement for laboratory and office space (the Industry Lease) with Industry Office SLC, LLC (the landlord). In March 2023, the Company sent a letter to the landlord detailing numerous construction delays and irregularities, deficiencies and deviations from applicable structural drawings and/or non-conforming conditions with applicable building codes. On June 23, 2023, the landlord filed a lawsuit against the Company ( Industry Office SLC, LLC v. Recursion Pharmaceuticals, Inc. , Case No. 230904627) in the Third District Court for Salt Lake County, State of Utah, alleging anticipatory repudiation and breach of contract. The Plaintiff seeks monetary damages and attorney’s fees. In July 2023, the Company filed a motion to dismiss. The Company is unable to estimate the possible damages or range of damages associated with the Landlord’s complaint. As of June 30, 2023, the Company had no liability recorded for these events as an unfavorable outcome was not probable. Note 8. Common Stock Each share of Class A common stock entitles the holder to one vote per share and each share of Class B common stock entitles the holder to 10 votes per share on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s Board of Directors. As of June 30, 2023 and December 31, 2022, no dividends had been declared. Valence Acquisition Exchangeable Shares In May 2023 , in connection with the acquisition of Valence, the Company entered into an agreement to issue up to 5,904,827 shares of Class A common stock (the “Exchange Shares”), that may be issued upon exchange, retraction or redemption of exchangeable shares of 14998685 Canada Inc., a corporation governed by the laws of Canada and an indirect wholly-owned subsidiary of Recursion. Each exchangeable share of a subsidiary of Recursion entitles the holder to exchange those shares on a one -for-one basis for Recursion’s Class A common stock. The shares are entitled to receive dividends economically equivalent to dividends declared by Recursion, are non-voting and are subject to customary adjustments for stock splits or other reorganizations. In addition, the Company may 14 Table of Contents require all outstanding exchangeable shares to be exchanged into an equal number of Class A common stock upon the occurrence of certain events and at any time following the seventh anniversary of the closing of the Valence acquisition. The exchangeable shares are substantially the economic equivalent of the Class A shares. The Company’s calculation of weighted-average shares outstanding includes the exchangeable shares. Private Placement In October 2022 , Recursion issued 15,336,734 shares of the Company’s Class A common stock (the Shares) at a purchase price of $ 9.80 per share in a private placement (the 2022 Private Placement) to qualified institutional buyers and institutional accredited investors (the Purchasers) for net proceeds of $ 143.7 million, after deducting fees and offering costs of $ 6.6 million. Registration Rights Agreements Acquisitions In May 2023 , in connection with the acquisition of Valence, the Company entered into a Registration Agreement providing for the registration for resale of the shares of Class A common stock and Exchange Shares issued or issuable in such transaction. A registration statement on Form S-3ASR (File No. 333-272281) was filed to register the resale shares by the Sellers. The agreement must remain effective for a period of not less than three years. In May 2023 , in connection with the acquisition of Cylica, the Company entered into a Registration Agreement providing for the registration for resale of the shares of Class A common stock issued in such transaction. A prospectus supplement to a registration statement (File No. 333-264845) was subsequently filed in June 2023 to register the resale shares by the Sellers. The agreement must be continuously effective until the earlier of the date that all shares have been sold thereunder or are able to be publicly sold by relying on Rule 144 of the Securities Act without registration. Private Placement In October 2022, i n connection with the 2022 Private Placement, the Company entered into a Registration Rights Agreement providing for the registration for resale of the shares of Class A common stock issued in such transaction. A prospectus supplement to a registration statement (File No. 333-264845) was subsequently filed in October 2022 to register the resale of the shares of Class A common stock by the Purchasers. The agreement must remain effective until registrable securities covered by the agreement have been publicly sold by the holders or all shares cease to be registrable securities. In the event the holders cannot sell their shares due to certain circumstances causing the agreement to be ineffective, the Company must pay each holder of shares outstanding on the date and each month thereafter 1.0 % of the aggregate purchase price paid by the holder without limit until the agreement is cured. As of June 30, 2023, there was no accrued liability related to this agreement, as it was not probable that a payment would be required. Class A and B Common Shares Authorization In April 2021 , the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. The rights of the holders of Class A and B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible at any time into one share of Class A common stock. All Class B common stock is held by Christopher Gibson, Ph.D., the Company’s Chief Executive Officer (CEO), or his affiliates. As of June 30, 2023, Dr. Gibson and his affiliates held outstanding shares of Class B common stock representing approximately 28 % of the voting power of the Company’s outstanding shares. This voting power may increase over time as Dr. Gibson vests in and exercises equity awards outstanding. If all the exchangeable equity awards held by Dr. Gibson had been fully vested, exercised and exchanged for shares of Class B common stock as of June 30, 2023, Dr. Gibson and his affiliates would hold approximately 31 % of the voting power of the Company’s outstanding shares. As a result, Dr. Gibson will be able to significantly influence any action requiring the approval of Recursion stockholders, including the election of the Board of Directors; the adoption of amendments to the Company’s certificate of incorporation and bylaws; and the approval of any merger, consolidation, sale of all or substantially all of the Company’s assets, or other major corporate transaction. 15 Table of Contents Note 9. Collaborative Development Contracts Roche and Genentech Description In December 2021, Recursion entered into a collaboration and license agreement with Roche and Genentech (collectively referred to as Roche). Recursion is constructing, using the Company’s imaging technology and proprietary machine-learning algorithms, unique maps of the inferred relationships amongst perturbation phenotypes in a given cellular context with the goal to discover and develop therapeutic small molecule programs in a gastrointestinal cancer indication and in key areas of neuroscience. Roche and Recursion will collaborate to select certain novel inferences with respect to small molecules or targets generated from the Phenomaps for further validation and optimization as collaboration programs. Roche and Recursion may also combine sequencing datasets from Roche with Recursion’s Phenomaps and collaborate to generate new algorithms to produce multi-modal maps from which additional collaboration programs may be initiated. For every collaboration program that successfully identifies potential therapeutic small molecules or validates a target, Roche will have an option to obtain an exclusive license to develop and commercialize such potential therapeutic small molecules or to exploit such target in the applicable exclusive field. Pricing In January 2022, Recursion received a $ 150.0 million non-refundable upfront payment from the Company’s collaboration with Roche. Recursion is eligible for additional milestone payments based on performance progress of the collaboration. Each of the Phenomaps requested by Roche and created by Recursion may be subject to either an initiation fee, acceptance fee or both. Such fees could exceed $ 250.0 million for 16 accepted Phenomaps. In addition, for a period of time after Roche’s acceptance of certain Phenomaps, Roche will have the option to obtain, subject to payment of an exercise fee, rights to use outside the collaboration the raw images generated in the course of creating those Phenomaps. If Roche exercises its external use option for all 12 eligible Phenomaps, Roche’s associated exercise fee payments to Recursion could exceed $ 250.0 million. Under the collaboration, Roche may initiate up to 40 programs, each of which, if successfully developed and commercialized, could yield more than $ 300.0 million in development, commercialization and net revenue milestones for Recursion, as well as tiered royalties on net revenue. Accounting This agreement represents a transaction with a customer and therefore is accounted for in accordance with Accounting Standards Codification (ASC) 606. Recursion has determined that it has three performance obligations, one related to gastrointestinal cancer and two in neuroscience. These performance obligations are for performing research and development services for Roche to identify targets and medicines. The performance obligations also include potential licenses related to the intellectual property. The Company concluded that licenses within the contract are not distinct from the research and development services as they are interrelated due to the fact that the research and development services significantly impact the potential licenses. Any additional services are considered customer options and will be considered as separate contracts for accounting purposes. The Company has determined the transaction price to be $ 150.0 million, comprised of the upfront payment. Recursion will fully constrain the amounts of variable consideration to be received from potential milestones considering the stage of development and the risks associated with the remaining development required to achieve each milestone. Recursion will re-evaluate the transaction price each reporting period. The transaction price was allocated to the performance obligations based on the estimated relative stand-alone selling price of each performance obligation as determined using an expected cost plus margin approach. The Company recognizes revenue over time based on costs incurred relative to total expected costs to perform the research and development services. Recursion determined that this method provides a faithful depiction of the transfer of control to the customer. This method of recognizing revenue requires the Company to make estimates of total costs to provide the services required under the performance obligations. Significant inputs used to determine the total costs included the length of time required, service hours performed by Company employees and materials 16 Table of Contents costs. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. Recursion has estimated the completion of the performance obligations by 2025. Bayer AG Description In August 2020, the Company entered into a Research Collaboration and Option Agreement (the Bayer Agreement) with Bayer AG (Bayer) for a five-year term pursuant to which the Company and Bayer may initiate approximately 10 research projects related to fibrosis across multiple organ systems, including the lung, liver and heart. Under the agreement, the Company contributed compounds from its proprietary library and Bayer contributed compounds from its proprietary library and will contribute scientific expertise throughout the collaboration. Under each research project, the Company will work with Bayer to identify potential candidates for development. Under the agreement, Bayer has the first option for licenses to potential candidates. Pricing In October 2020, the Company received a $ 30.0 million non-refundable upfront payment. Each such license could potentially result in option exercise fees and development and commercial milestone payments payable to the Company, with an aggregate value of up to approximately $ 100.0 million (for an option on a lead series) or up to approximately $ 120.0 million (for an option on a development candidate), as well as tiered royalties for each such license, ranging from low- to mid-single digit percentages of sales, depending on commercial success. Accounting The Company determined that it has one performance obligation under the agreement, which is to perform research and development services for Bayer. Recursion determined the transaction price to be $ 30.0 million, comprised of the upfront payment. The Company allocated the amount to the single performance obligation. The Company is recognizing revenue over time by measuring progress towards completion of the performance obligation. This method of recognizing revenue requires the Company to make estimates of the total time to provide the services required under the performance obligation. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. Recursion has estimated the completion of the performance obligation by 2023. Additional Revenue Disclosures Recursion recognized $ 11.0 million and $ 23.1 million of operating revenue during the three and six months ended June 30, 2023, respectively, primarily all of which was included in the unearned revenue balance as of December 31, 2022. Of the revenue recognized during the three and six months ended June 30, 2022, $ 2.5 million and $ 5.0 million, respectively, were included in the unearned revenue balance as of December 31, 2021. Revenue recognized was from upfront payments received at the inception of the related contracts, which decreased the initial unearned revenue recognized. As of June 30, 2023, the Company had $ 7.1 million of costs incurred to fulfill a contract on its Condensed Consolidated Balance Sheet within “Other current assets.” Unearned revenue was classified as short-term and long-term on the Condensed Consolidated Balance Sheets based on the Company’s estimate of revenue that will be recognized during the next twelve months. Note 10. Stock-Based Compensation In April 2021, the Board of Directors and the stockholders of the Company adopted the 2021 Equity Incentive Plan (the 2021 Plan). Under the 2021 Plan, 16,186,000 shares of Class A common stock were reserved. Additionally, shares were reserved for all outstanding awards under the previous 2016 Plan. The Company may grant stock options, restricted stock units (RSUs), stock appreciation rights, restricted stock awards and other forms of stock-based compensation. As of June 30, 2023, 7,218,696 shares of Class A common stock were available for grant. 17 Table of Contents The following table presents the classification of stock-based compensation expense for stock options and RSUs for employees and non-employees within the Condensed Consolidated Statements of Operations: Three months ended June 30, Six months ended June 30, (in thousands) 2023 2022 2023 2022 Cost of revenue $ 1,415 $ 480 $ 2,426 $ 828 Research and development 4,329 2,095 7,012 3,729 General and administrative 5,643 2,926 10,221 6,288 Total $ 11,387 $ 5,501 $ 19,659 $ 10,845 Stock Options Stock options are primarily granted to executive leaders at the Company, generally vest over four years and expire no later than 10 years from the date of grant. Stock option activity during the six months ended June 30, 2023 was as follows: (in thousands except share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 16,154,924 $ 5.10 7.5 $ 67,997 Granted 5,083,268 6.23 Cancelled ( 769,263 ) 8.50 Exercised ( 1,974,737 ) 2.18 12,508 Outstanding as of June 30, 2023 18,494,192 $ 5.59 7.3 $ 62,653 Exercisable as of June 30, 2023 10,429,518 $ 4.22 6.6 $ 47,163 The fair value of options granted to employees is calculated on the grant date using the Black-Scholes option valuation model. The weighted-average grant-date fair values of stock options granted during the six months ended June 30, 2023 and 2022 were $ 5.55 and $ 6.57 , respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Six months ended June 30, 2023 2022 Expected term (in years) 5.8 6.2 Expected volatility 66 % 63 % Expected dividend yield — — Risk-free interest rate 3.6 % 1.9 % As of June 30, 2023, $ 37.6 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next three years . RSUs Equity awards granted to employees primarily consist of RSUs and generally vest over four years . The weighted-average grant-date fair value of RSUs generally is determined based on the number of units granted and the quoted price of Recursion’s common stock on the date of grant. 18 Table of Contents The following table summarizes Recursion’s RSU activity during the six months ended June 30, 2023: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2022 6,894,525 $ 8.17 Granted 13,306,404 8.68 Vested ( 1,235,509 ) 4.70 Forfeited ( 473,167 ) 8.08 Outstanding as of June 30, 2023 18,492,253 $ 8.48 The fair market value of RSUs vested was $ 9.8 million during the six months ended June 30, 2023. As of June 30, 2023, $ 150.1 million of unrecognized compensation cost related to RSUs is expected to be recognized as expense over approximately the next four years . Note 11. Income Taxes The Company did not record any U.S. income tax expense during the three and six months ended June 30, 2023 and 2022. The Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. Foreign taxes were insignificant during the three and six months ended June 30, 2023 and 2022. Net operating losses (NOLs) and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to annual limitation due to ownership changes that have occurred previously or that could occur in the future under Section 382 of the Internal Revenue Code, as amended and similar state provisions. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of ownership has occurred or whether there have been multiple ownership changes since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of ownership, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company files income tax returns in the United States, Canada, United Kingdom, Utah, California and Massachusetts. The Company is not currently under examination in any of these jurisdictions. The Company is subject to income tax examinations on all federal returns since the 2016 tax return. Note 12. Net Loss Per Share For the three and six months ended June 30, 2023 and 2022, Recursion calculated net loss per share of Class A, Class B and Exchangeable common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options and other contingently issuable shares. For periods presented in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and as such are excluded from the calculation. For the three and six months ended June 30, 2023 and 2022 , the Company reported a net loss and therefore basic and diluted loss per share were the same. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A, Class B and Exchangeable common stock are substantially identical, except with respect to voting. As a result, the undistributed 19 Table of Contents earnings for each period are allocated based on the contractual participation rights of the Class A, Class B and Exchangeable common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A, Class B and Exchangeable common stock was the same during the three and six months ended June 30, 2023 and 2022. The following tables set forth the computation of basic and diluted net loss per share of Class A, Class B and Exchangeable common stock: Three months ended Six months ended June 30, 2023 June 30, 2023 (in thousands, except share amount) Class A Class B Exchangeable Class A Class B Exchangeable Numerator: Allocation of undistributed earnings $ ( 71,945 ) $ ( 2,932 ) $ ( 1,849 ) $ ( 133,067 ) $ ( 5,520 ) $ ( 3,466 ) Denominator: Weighted average common shares outstanding 188,863,596 7,697,294 4,854,585 186,371,442 7,731,777 4,854,585 Net loss per share, basic and diluted $ ( 0.38 ) $ ( 0.38 ) $ ( 0.38 ) $ ( 0.71 ) $ ( 0.71 ) $ ( 0.71 ) Three months ended Six months ended June 30, 2022 June 30, 2022 (in thousands, except share amounts ) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ ( 62,479 ) $ ( 3,081 ) $ ( 115,476 ) $ ( 6,063 ) Denominator: Weighted average common shares outstanding 164,116,317 8,096,073 162,901,989 8,553,606 Net loss per share, basic and diluted $ ( 0.38 ) $ ( 0.38 ) $ ( 0.71 ) $ ( 0.71 ) The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Stock based compensation 7,719,063 8,229,000 7,996,333 10,481,602 Note 13. Fair Value Measurements The fair value hierarchy consists of the following three levels: • Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; • Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and • Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company's management about the assumptions market participants would use in pricing the asset or liability. The Company is required to maintain a cash balance in a collateralized account to secure the Company’s credit cards. Additionally, the Company holds restricted cash related to an outstanding letter of credit issued by J.P. 20 Table of Contents Morgan, which was obtained to secure certain Company obligations relating to tenant improvements. Recursion also holds restricted cash related to a Bill and Melinda Gates Foundation grant. The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Basis of fair value measurement (in thousands) June 30, 2023 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 363,545 $ 363,545 $ — $ — Restricted cash 10,954 10,954 — — Total assets $ 374,499 $ 374,499 $ — $ — Basis of fair value measurement (in thousands) December 31, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 404,613 $ 404,613 $ — $ — Restricted cash 9,200 9,200 — — Total assets $ 413,813 $ 413,813 $ — $ — In addition to the financial instruments that are recognized at fair value on the Condensed Consolidated Balance Sheet, the Company has certain financial instruments that are recognized at amortized cost or some basis other than fair value. The carrying amount of these instruments are considered to be representative of their approximate fair values. The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Liabilities Current portion of notes payable $ 676 $ 97 $ 676 $ 97 Notes payable, net of current portion 1,155 536 1,155 536 Total liabilities $ 1,831 $ 633 $ 1,831 $ 633 Note 14. Subsequent Events Stock purchase agreement On July 11, 2023, Recursion entered into a Stock Purchase Agreement for a private placement with NVIDIA Corporation (2023 Private Placement), pursuant to which the Company sold an aggregate of 7,706,363 shares of the Company’s Class A common stock at a price of $ 6.49 per share for gross proceeds of approximately $ 50.0 million, before deducting expenses. As of the time of the closing of the 2023 Private Placement, the shares issued were not registered under the Securities Act of 1933, as amended. In connection with the 2023 Private Placement, the Company and the purchasers entered into a Registration Rights Agreement providing for the registration for resale of the shares. The Company is required to use commercially reasonable efforts to prepare and file a registration statement (or a prospectus supplement within 30 days after the closing date of the 2023 Private Placement, and to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable and in any event within 90 days following the closing date). After the registration, the Company has 21 Table of Contents agreed to use commercially reasonable efforts to keep the registration statement continuously effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the registration statement or prospectus supplement have been sold. At-the-Market offering program On August 8, 2023, the Company entered into an Open Market Sales agreement (the “Sales Agreement”) with Jefferies LLC, whereby the Company may issue shares of Class A common stock, representing an aggregate offering price of up to $ 300.0 million, from time to time, through an “at the market offering” program under which Jefferies acts as the sales agent. 22 Table of Contents