Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weakness described below.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In performing this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The Company did not design and maintain effective controls over the estimated costs and time to completion and controls to validate the completeness and accuracy of data used to calculate revenue and unearned revenue related to its license agreement. This material weakness did not result in any misstatements of the Company’s financial statements or disclosures. However, this material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
The Company has excluded Exscientia plc (Exscientia) from its assessment of the Company’s internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business
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combination during 2024. Exscientia is a wholly-owned subsidiary whose total assets and total net loss excluded from management’s assessment represent approximately 27% of total assets and 4% of total net loss of Recursion’s Consolidated Financial Statements as of and for the year ended December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II Item 8 of this Annual Report on Form 10-K.
Material Weaknesses in the Excluded Acquired Business
On November 20, 2024, the Company acquired Exscientia and its subsidiaries. Prior to the acquisition, Exscientia management identified the following material weaknesses in its internal control over financial reporting, which management of the Company concluded continue to exist as of December 31, 2024:
• Exscientia did not design and maintain effective process and controls; including with respect to consistent review procedures within its financial statement close process, to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties; and
• Exscientia did not design and maintain effective information technology general controls for information systems that are significant to the preparation of its financial statements, including controls to verify that conflicting duties were appropriately segregated within such systems, in addition to controls over change management and program development.
The material weakness related to Exscientia’s ineffective process and controls resulted in an immaterial misstatement to unearned revenue and unearned revenue, non-current in Recursion’s Consolidated Financial Statements as of and for the year ended December 31, 2024. While the Company has undertaken additional compensating processes and controls, the Company is not yet in a position to conclude that the material weaknesses have been remediated as of December 31, 2024. As a result, these material weaknesses could result in a misstatement of Exscientia’s reported financial results, which are consolidated with the Company's results, that would result in a material misstatement to Recursion’s annual or interim consolidated financial statements that would not be prevented or detected. The Company's management is in the process of remediating these material weaknesses.
Management’s Remediation Efforts for Unremediated Material Weaknesses
The following remediation actions have been taken as of December 31, 2024 related to the material weakness described above over the accounting for revenue and unearned revenue related to our license agreement:
• Improvement of documentation procedures regarding specific inquiries related to the cost model used for revenue recognition and the resulting responses
• Improvement of documentation for the review of changes in cost model due to responses from inquiries
• Provided additional documentation for internal reports to validate and support completeness and accuracy of reports
• Improvement of documentation of these processes was done with the input of our third-party consultants who continue to be involved in the design and enhancement of the revenue recognition policies and procedures
While significant progress has been made to enhance our internal control over financial reporting, Recursion is still designing, implementing and testing these processes, procedures and controls.
Regarding the material weaknesses described above related to the acquired Exscientia business, Recursion is currently in the process of integrating Exscientia’s operations into our overall system of internal control over financial reporting.
We believe the above actions will be effective in remediating the material weaknesses described above. However, the material weaknesses cannot be considered remediated until remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
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Changes in Internal Control Over Financial Reporting
For the three months ended December 31, 2024, management was in the process of integrating the internal controls of the acquired business (Exscientia) into Recursion's existing operations as part of planned integration activities. There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information .
In February 2025, Recursion terminated the Jefferies Sales Agreement and entered into, effective February 28, 2025, a Sales Agreement (the “Citi Sales Agreement”) with Citigroup Capital Markets Inc. (the “Citi Sales Agent”), pursuant to which the Company may, from time to time, sell up to an aggregate amount of $500.0 million of our Class A common stock through the Citi Sales Agent in an “at-the-market” offering (the “Citi ATM Offering”). The Company is not required to sell shares under the Citi Sales Agreement. Recursion will pay the Citi Sales Agent a commission of up to 3% of the aggregate gross proceeds Recursion receive from all sales of our Class A common stock under the Citi Sales Agreement. We have agreed to reimburse Citigroup for the fees and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed $75,000, in addition to certain ongoing disbursements of its legal counsel. Citigroup has agreed to credit up to an aggregate amount of $2.3 million for fees and expenses payable by us to Citigroup under the Citi Sales Agreement. The Citi Sales Agreement continues until the earlier of selling all shares available under the Citi Sales Agreement or terminated by written notice from either of the parties. No sales have been made under the Citi Sales Agreement.
The Citi ATM Offering is being made under a prospectus supplement dated February 28, 2025, and related prospectus to be filed with the Securities and Exchange Commission pursuant to our automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-284878).
A copy of the Citi Sales Agreement is attached as Exhibit 10.39 to this Annual Report on Form 10-K. The foregoing description of the Citi Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.39. A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the securities issued in the Citi ATM Offering is filed as Exhibit 5.1 to this Annual Report on Form 10-K. See Note 16, “Subsequent Events” to the Condensed Consolidated Financial Statements for additional details.
On December 19, 2024 , Christopher Gibson , Chief Executive Officer, President, and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,343,000 shares of the Company’s Class A common stock until April 9, 2026 .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which Recursion intends to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which Recursion intends to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which Recursion intends to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which Recursion intends to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year.
Item 14. Principal Accountant Fees and Services.
Our independent public accounting firm is PricewaterhouseCoopers LLP, Washington, PCAOB Auditor ID 000 238 .
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders, which Recursion intends to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this Form 10-K.
(1) Financial Statements: See Item 8, “Financial Statements and Supplementary Data” for a list of financial statements.
(2) Financial Statement Schedules: All schedules omitted are inapplicable or the information required is shown in the consolidated financial statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K: The information called for by this paragraph is set forth in Item 15(b) below.
(b) Exhibit Index:
Incorporated by Reference
Exhibit number Description Form File No. Exhibit No. Filing Date Filed / Furnished Herewith
2.1 Transaction Agreement by and between Recursion Pharmaceuticals, Inc. and Exscientia plc dated as of August 8, 2024.
8-K 001-40323 2.1 August 8, 2024
2.2 First Amendment to Transaction Agreement by and between Recursion Pharmaceuticals, Inc. and Exscientia plc dated as of November 5, 2024.
8-K 001-40323 2.1 November 6, 2024
3.1 Amended and Restated Certificate of Incorporation of Recursion Pharmaceuticals, Inc.
8-K 001-40323 3.1 April 21, 2021
3.2 Amended and Restated Bylaws of Recursion Pharmaceuticals, Inc.
8-K 001-40323 3.1 January 31, 2024
4.1 Specimen Class A common stock certificate of the Registrant.
S-1/A 333-254576 4.2 April 15, 2021
4.2 Description of Securities.
X
4.3 Exchangeable Share Support Agreement, dated May 8, 2023.
S-3ASR 333-272281 4.2 May 30, 2023
4.4 Registration Rights Agreement, dated October 24, 2022, by and among the Company and the Purchasers.
8-K 001-40323 10.2 Oct. 25, 2022
4.5 Registration Agreement, dated May 16, 2023, by and among the Registrant, Valence Discovery, Inc., and certain shareholders of Valence Discovery, Inc.
S-3ASR 333-272281 4.3 May 30, 2023
4.6 Registration Agreement, dated May 25, 2023, by and among the Registrant, Recursion Canada Inc., and certain shareholders of Cyclica Inc.
8-K 001-40323 4.1 June 9, 2023
4.7 Registration Rights Agreement, dated July 11, 2023, by and among the Registrant and NVIDIA.
8-K 001-40323 10.2 July 12, 2023
4.8# Global Access Commitments Agreement between the Registrant and the Bill & Melinda Gates Foundation.
X
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
X
10.1 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1/A 333-254576 10.1 April 15, 2021
10.2+ 2016 Equity Incentive Plan, as amended, and forms of agreement thereunder.
S-1/A 333-254576 10.2 April 15, 2021
10.3+ 2021 Equity Incentive Plan and forms of agreements thereunder.
10-K 001-40323 10.3 February 27, 2023
10.4+ 2021 Employee Stock Purchase Plan and forms of agreements thereunder.
S-1/A 333-254576 10.4 April 15, 2021
10.5+ 2024 Inducement Equity Incentive Plan and forms of agreement thereunder.
S-8 333-283347 4.6 November 20, 2024
10.6+ The Exscientia Unapproved Share Option Plan with RSU Sub-Plan.
S-8 333-283347 4.4 November 20, 2024
10.7+ Exscientia plc 2021 Equity Incentive Plan with Non-Employee Sub-Plan and CSOP Sub-Plan .
S-8 333-283347 4.5 November 20, 2024
10.8 Cyclica Inc. Second Amended and Restated Stock Option Plan.
S-8 333-272282 4.4 May 30, 2023
10.9 Valence Discovery Inc. Stock Option Plan dated April 17, 2018 as amended and restated on November 16, 2021.
S-8 333-272027 4.4 May 18, 2023
10.10+ Executive Incentive Compensation Plan.
S-1/A 333-254576 10.20 April 15, 2021
10.11+ CEO Change in Control and Severance Policy
S-1/A 333-254576 10.21 April 15, 2021
10.12+ Executive Change in Control and Severance Plan (for executives other than the CEO).
S-1/A 333-254576 10.10 April 15, 2021
10.13+ Outside Director Compensation Policy.
S-1/A 333-254576 10.11 April 15, 2021
10.14+ Confirmatory Employment Letter between the Registrant and Christopher Gibson, Ph.D.
S-1/A 333-254576 10.5 April 15, 2021
10.15+ Employment Offer Letter, dated July 1, 2024, between the Registrant and Dr. Najat Khan, Ph.D.
10-Q 001-40323 10.1 August 8, 2024
10.16+ Confirmatory Employment Letter between the Registrant and Ben Taylor.
X
10.17+ Confirmatory Employment Letter between the Registrant and Tina Marriott .
S-1/A 333-254576 10.7 April 15, 2021
10.18+ Transition Agreement between the Registrant and Tina Marriott.
X
10.19+ Confirmatory Employment Letter between the Registrant and Michael Secora.
S-1/A 333-254576 10.8 April 15, 2021
10.20+ Separation Agreement between the Registrant and Michael Secora.
X
10.21+ Employment Offer Letter, dated May 19, 2023, between the Registrant and Dr. David Mauro, M.D., Ph.D.
10-Q 001-40323 10.1 August 8, 2023
10.22+ Form of Exchange Agreement among the Registrant, Christopher Gibson, Ph.D., and entities affiliated with Dr. Gibson.
S-1/A 333-254576 10.22 April 15, 2021
10.23+ Form of Equity Exchange Right Agreement among the Registrant, Christopher Gibson, Ph.D., and entities affiliated with Dr. Gibson.
S-1/A 333-254576 10.23 April 15, 2021
10.24+ Advisory Agreement between the Registrant and Shafique Virani.
10-Q 001-40323 10.1 May 5, 2024
10.25+ Transition Agreement between the Registrant and Shafique Virani.
10-Q 001-40323 10.2 May 5, 2024
10.26 Office Lease by and between Vestar Gateway, LLC and Registrant, dated November 13, 2017, as amended through December 2022.
10-K 001-40323 10.8 February 27, 2023
10.27#^ Research Collaboration and Option Agreement by and between Bayer AG and the Registrant, dated August 28, 2020.
S-1/A 333-254576 10.14 April 15, 2021
10.28#^ Bayer Collaboration Expansion Agreement, dated December 1, 2021.
10-K 001-40323 10.11 March 23, 2022
10.29#^ Amended and Restated Research Collaboration and Option Agreement by and between Bayer AG and the Registrant, dated November 8, 2023.
10-K 001-40323 10.21 February 29, 2024
10.30#^ Amended and Restated License Agreement between the Registrant and University of Utah Research Foundation, dated February 9, 2016.
S-1/A 333-254576 10.15 April 15, 2021
10.31#^ Exclusive License Agreement between Ohio State Innovation Foundation and Registrant, dated December 21, 2018.
S-1/A 333-254576 10.16 April 15, 2021
10.32#^ License Agreement by and between Takeda Pharmaceutical Company Limited and Registrant, dated May 1, 2020.
S-1/A 333-254576 10.17 April 15, 2021
10.33#^ Roche Collaboration and License Agreement, dated December 5, 2021.
10-K 001-40323 10.25 March 23, 2022
10.34#^ Master Agreement between the Company and Tempus Labs, Inc dated November 3, 2023.
10-Q 001-40323 10.4 November 9, 2023
10.35#^ Research Collaboration and Licence Option Agreement, dated June 27, 2016, by and between Sanofi S.A. and Exscientia AI Limited (then named Exscientia Limited).
X
10.36#^ Research Collaboration Agreement, dated September 19, 2023, by and between Merck Healthcare KGAA and Exscientia AI Limited.
X
10.37^ Stock Purchase Agreement, dated October 24, 2022, by and among the Company and the Purchasers.
8-K 001-40323 10.1 Oct. 25, 2022
10.38^ Stock Purchase Agreement, dated July 11, 2023, by and among the Registrant and NVIDIA.
8-K 001-40323 10.1 July 12, 2023
10.39^ Sales Agreement dated February 28, 2025 by and between the Registrant and Citigroup Capital Markets Inc.
X
10.40 Form of Voting and Support Agreement.
8-K 001-40323 10.1 August 8, 2024
10.41 Form of Irrevocable Undertaking (Institutional).
8-K 001-40323 10.2 August 8, 2024
10.42 Form of Irrevocable Undertaking (Individual).
8-K 001-40323 10.3 August 8, 2024
10.43 Irrevocable Undertaking of Evotec SE dated August 28, 2024.
8-K 001-40323 10.1 August 28, 2024
19.1^ Recursion Pharmaceuticals, Inc. Insider Trading Policy.
X
21.1 List of Subsidiaries.
X
23.1 Consent of E rnst and Young
X
23.2 Consent of Price waterhouseCooper s LLP
X
24.1 Power of Attorney (included on signature page to this Annual Report on Form 10-K)
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
97.1 Recursion Pharmaceuticals, Inc. Compensation Recovery Policy .
10-K 001-40323 97.1 February 29, 2024
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
+ Indicates a management contract or compensatory plan.
# Portions of the exhibit, marked by brackets and asterisks [***], have been omitted because the omitted information is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is information that the registrant treats as private or confidential.
^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary.
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, Recursion Pharmaceuticals, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, Utah, on February 28, 2025.
RECURSION PHARMACEUTICALS, INC.
By: /s/ Christopher Gibson
Christopher Gibson
Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Christopher Gibson and Ben Taylor his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his/her name.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Christopher Gibson
Christopher Gibson
Chief Executive Officer and Director (Principal Executive Officer)
February 28, 2025
/s/ Ben Taylor
Ben Taylor
Chief Financial Officer (Principal Financial and Accounting Officer)
February 28, 2025
/s/ Zachary Bogue
Zachary Bogue
Director February 28, 2025
/s/ Blake Borgeson
Blake Borgeson
Director February 28, 2025
/s/ Najat Khan
Najat Khan
Director February 28, 2025
/s/ Robert Hershberg
Robert Hershberg
Chair of the Board February 28, 2025
/s/ Zavain Dar
Zavain Dar
Director February 28, 2025
/s/ Dean Li
Dean Li
Director February 28, 2025
/s/ Franziska Michor
Franziska Michor Director February 28, 2025