Recursion Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$RXRX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Appointment of Directors
On March 15, 2025, the Board of Directors (the “Board”) of Recursion Pharmaceuticals, Inc. (the “Company”), upon the recommendation from its Nominating and Corporate Governance Committee (the “Nominating Committee”), increased the number of members of the Board from 8 to 10 and appointed each of Elaine Sun and Dr. Namandjé Bumpus to the Board, effective immediately.
The Board appointed Ms. Sun as a Class III Director of the Board, with her initial term to extend until the 2027 Annual Meeting of Stockholders, and appointed her as the Chair of the Audit Committee of the Board and as a member of the Compensation Committee of the Board.
The Board appointed Dr. Bumpus as a Class III Director of the Board, with her initial term to extend until the 2027 Annual Meeting of Stockholders, and appointed her as a member of the Nominating Committee of the Board, the Research and Development Committee of the Board, and the Technology Committee of the Board.
As non-employee directors, each of Ms. Sun and Dr. Bumpus will receive cash and equity compensation paid by the Company pursuant to the Recursion Pharmaceuticals, Inc. Outside Director Compensation Policy (the “Director Compensation Policy”), amended as described below, and each will enter into an indemnification agreement with the Company on the Company’s standard form of indemnification agreement for officers and directors.
There are no transactions in which either Ms. Sun or Dr. Bumpus has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between either of Ms. Sun or Dr. Bumpus and any other person pursuant to which either director was selected as a director of the Company.
Amendment to the Director Compensation Policy
Also on March 15, 2025, the Board established two new committees of the Board, the Research and Development Committee and the Technology Committee, and amended the Director Compensation Policy to provide compensation terms for members of such committees. The amended Director Compensation Policy is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 18, 2025, the Company issued a press release announcing the appointment of Ms. Sun and Dr. Bumpus to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On March 15, 2025, the Board, upon the recommendation from its Nominating Committee, made certain changes to the composition of its committees, including those described in Item 5.02 of this Current Report on Form 8-K. The resulting composition of the Committees of the Board is as follows:
| Audit Committee: | Elaine Sun (Chair) Blake Borgeson Zavain Dar | ||||
| Compensation Committee: | Robert Hershberg (Chair) Zachary Bogue Elaine Sun | ||||
| Nominating and Corporate Governance Committee: | Zavain Dar (Chair) Blake Borgeson Namandjé Bumpus | ||||
| Strategic Transactions and Finance Committee: | Christopher Gibson (Chair) Robert Hershberg Zavain Dar | ||||
| Research and Development Committee: | Franziska Michor (Chair) Robert Hershberg Dean Li Namandjé Bumpus | ||||
| Technology Committee: | Blake Borgeson (Chair) Zavain Dar Namandjé Bumpus Franziska Michor | ||||
| Corporate Social Responsibility Committee: | Christopher Gibson (Chair) Zachary Bogue Blake Borgeson Zavain Dar | ||||
| ATM Pricing Committee: | Chris Gibson Robert Hershberg Zavain Dar | ||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 18, 2025.
| RECURSION PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Christopher Gibson | |||||||
Christopher Gibson | ||||||||
Chief Executive Officer | ||||||||