Recursion Announces Proposed Offering of Class A Common Stock
June 26 2024 - 3:06PM
Recursion Pharmaceuticals, Inc. (“Recursion”) (NASDAQ: RXRX), a
leading clinical stage TechBio company decoding biology to
industrialize drug discovery, today announced that it intends to
offer and sell $200.0 million of shares of its Class A common stock
in an underwritten public offering. All of the shares of Class A
common stock are being offered by Recursion. In addition, Recursion
intends to grant to the underwriters a 30-day option to purchase up
to an additional 15% of the shares of Class A common stock offered.
The proposed offering is subject to market and other conditions,
and there can be no assurance as to whether or when the offering
may be completed, or as to the actual size or terms of the
offering.
Goldman Sachs & Co. LLC and J.P. Morgan are
acting as lead book-running managers for the offering. Allen &
Company LLC is acting as book-running manager for the offering.
The shares will be offered by Recursion pursuant
to a registration statement on Form S-3, which became automatically
effective upon filing with the U.S. Securities and Exchange
Commission (“SEC”) on May 10, 2022. The offering is being made
solely by means of a written prospectus and a prospectus supplement
that form a part of the registration statement. A copy of the
preliminary prospectus supplement and accompanying prospectus
relating to this offering will be filed with the SEC and will be
available on the SEC’s website at www.sec.gov. Alternatively, a
copy of the preliminary prospectus supplement and the accompanying
prospectus relating to this offering may also be obtained by
contacting: Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York, NY 10282, by telephone at
(866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; or
J.P. Morgan Securities LLC, Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email
at prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com. The final terms of the
offering will be disclosed in a final prospectus supplement and
accompanying prospectus relating to the offering that will be filed
with the SEC.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor will there be any
sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful before
registration or qualification under the securities laws of that
state or jurisdiction.
About Recursion
Recursion is a leading clinical stage TechBio
company decoding biology to industrialize drug discovery. Central
to its mission is the Recursion Operating System (OS), a platform
built across diverse technologies that continuously expands one of
the world’s largest proprietary biological, chemical and
patient-centric datasets. Recursion leverages sophisticated
machine-learning algorithms to distill from its dataset a
collection of trillions of searchable relationships across biology
and chemistry unconstrained by human bias. By commanding massive
experimental scale—up to millions of wet lab experiments weekly—and
massive computational scale—owning and operating one of the most
powerful supercomputers in the world—Recursion is uniting
technology, biology, chemistry and patient-centric data to advance
the future of medicine.
Recursion is headquartered in Salt Lake City,
where it is a founding member of BioHive, the Utah life sciences
industry collective. Recursion also has offices in Toronto,
Montreal, the San Francisco Bay Area, and London.
Forward-Looking Statements
This press release contains information that
includes or is based upon “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements regarding the anticipated
sale of shares of Class A common stock to raise capital, the
proposed terms, timing, size and completion of the offering, and
all other statements that are not statements of historical
facts. Forward-looking statements may or may not include
identifying words such as “intend,” “plan,” “will,” “expect,”
“anticipate,” “believe,” “potential,” “continue,” and similar
terms. These statements are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such statements, including but
not limited to: prevailing market conditions; the satisfaction of
customary closing conditions; general economic, industry or
political conditions; challenges inherent in pharmaceutical
research and development, including the timing and results of
preclinical and clinical programs, where the risk of failure is
high and failure can occur at any stage prior to or after
regulatory approval due to lack of sufficient efficacy, safety
considerations, or other factors; Recursion’s ability to leverage
and enhance its drug discovery platform; Recursion’s ability to
obtain financing for development activities and other corporate
purposes; the success of Recursion’s collaboration activities;
Recursion’s ability to obtain regulatory approval of, and
ultimately commercialize, drug candidates; Recursion’s ability to
obtain, maintain, and enforce intellectual property protections;
cyberattacks or other disruptions to Recursion’s technology
systems; Recursion’s ability to attract, motivate, and retain key
employees and manage its growth; inflation and other macroeconomic
issues; and other risks and uncertainties such as those described
under the heading “Risk Factors” in the preliminary prospectus
supplement and accompanying prospectus relating to the offering and
in Recursion’s filings with the SEC, including its most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q. All
forward-looking statements are based on management’s current
estimates, projections, and assumptions, and Recursion undertakes
no obligation to correct or update any such statements, whether as
a result of new information, future developments, or otherwise,
except to the extent required by applicable law.
Investor Contact:
investor@recursion.com
Media Contact:
media@recursion.com
Ryan Kelly
Recursion Pharmaceuticals
610-442-1896
ryan.kelly@recursionpharma.com
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