SEC Form 8-K filed by Recursion Pharmaceuticals Inc.

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): May 9, 2025

RECURSION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

41 S Rio Grande Street

Salt Lake City, UT 84101

(Address of principal executive offices) (Zip code)

(385) 269 - 0203

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On May 9, 2025, Recursion Pharmaceuticals, Inc. (“Recursion”) filed a prospectus supplement dated May 9, 2025 (the “Tempus Prospectus Supplement”) and an accompanying base prospectus, which are part of Recursion’s automatic “shelf” Registration Statement on Form S-3ASR (File No. 333-284878) (the “Registration Statement”), which was previously filed on February 12, 2025 with the Securities and Exchange Commission (the “SEC”). The Tempus Prospectus Supplement was filed to register for resale 4,260,927shares of Recursion’s Class A common stock (the “Tempus Shares”) that were issued to Tempus Labs, Inc. (“Tempus”) in payment for annual license fees paid under the terms of that certain Master Agreement entered into by and between Recursion and Tempus as further described in Recursion’s Current Report on Form 8-K filed with the SEC on November 9, 2023, which is incorporated herein by reference. The offering of the Tempus Shares was made pursuant to an exemption from registration under the Securities Act of 1933, as amended.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the Tempus Shares is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 May 9, 2025.