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United States securities and exchange commission logo
March 19, 2021
Christopher Gibson, Ph.D.
Chief Executive Officer
Recursion Pharmaceuticals, Inc.
41 S Rio Grande Street
Salt Lake City, UT 84101
Re: Recursion
Pharmaceuticals, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 3,
2021
CIK No. 0001601830
Dear Dr. Gibson:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. We note your revisions
in response to prior comment 1 and reissue. Please revise the first
paragraph in this
section to state that there is no guarantee that you will achieve similar
development timelines
with your future product candidates. Please revise the statements
on pages 141 and 216
that your strategy is to "rapidly" advance your Notable Products
through development and
toward regulatory submission and similar disclosure throughout
the prospectus to
remove any implication that you will be successful in obtaining
regulatory approval or
commercializing your product candidates in a rapid or accelerated
manner as such
statements are speculative. Please balance the disclosure on page 131 that
Christopher Gibson, Ph.D.
FirstName LastNameChristopher
Recursion Pharmaceuticals, Inc. Gibson, Ph.D.
Comapany
March NameRecursion Pharmaceuticals, Inc.
19, 2021
March2 19, 2021 Page 2
Page
FirstName LastName
you identify low-viability programs earlier in the research cycle,
spend less per
program because of your approach, and advance programs more
quickly from program
start to the clinic compared to industry averages to state that the
process of clinical
development is inherently uncertain and there can be no guarantee that
you will achieve
similar development timelines with your future product candidates.
The Recursion OS, page 5
2. We note your response to prior comment 3 and reissue in part. Please
revise your
Prospectus Summary to indicate the material challenges that your
inferential search
approach presents to moving drug candidates into clinical trials,
including any challenges
to obtaining IND approval if the mechanism of action is not
understood, and ensure that
your Prospectus Summary presents balanced disclosure in this regard.
Influential Search Programs, page 9
3. We note your response to prior comment 6 regarding the table on page
10 depicting 25
additional programs. Please provide us with further analysis as to why
these additional
programs are sufficiently material to investors for inclusion in the
prospectus summary
and as to how your current disclosure presents balanced disclosure
given that you have not
specified the disease genes or compounds being studied, and the
currently disclosed
therapeutic areas may be overly broad, or revise your disclosure as
appropriate.
Class B common stock to be outstanding immediately after this offering, page 14
4. We note that the second to last bullet point on page 15 only addresses
the shares of Class
A common stock that are reserved for issuance under you 2021 Plan.
However, your
disclosure on page 260 currently indicates that Class A and Class B
shares will be
reserved for issuance under that plan. If Class B shares will be
reserved for issuance
under the 2021 Plan, please revise your bullet point as appropriate.
Risks Related to Our Class A Common Stock and This Offering
The dual-class structure of our common stock will have the effect of
concentrating voting power,
page 83
5. If appropriate, please revise this risk factor to disclose that future
issuances of your Class
B common stock as well as mandatory and optional conversions of your
Class B common
stock may be dilutive to holders of your Class A common stock. Please
also disclose the
percentage of outstanding shares that Class B shareholders must
maintain to continue to
control the outcome of matters submitted to shareholders for approval.
Use of Proceeds, page 97
6. We note your revisions in response to prior comment 10. Please revise
to disclose how
many product candidates you expect to be able to move from hit
screening through hit
identification, hit identification through identification of
development candidates
Christopher Gibson, Ph.D.
Recursion Pharmaceuticals, Inc.
March 19, 2021
Page 3
and identification of development candidates through commercialization
using the
proceeds of this offering. Please remove the reference to
"commercialization" if you do
not believe that you will be able to fund any product candidates through
commercialization using the proceeds and specify what stage of clinical
development you
expect to reach with the proceeds. For example, will you be advancing
your product
candidates that have completed Phase 1 clinical trials into Phase 2
trials using the
proceeds of this offering and, if so, will you be able to complete those
Phase 2 trials with
the proceeds or will you be able to complete human proof of concept
trials for a certain
number of product candidates?
Business
Bayer, page 239
7. We note your revisions in response to prior comment 17. Please revise to
clarify whether
the royalty term is the same as the term of the license agreement.
General
8. We note your response to prior comment 19. Please revise the statement
that you are
among the leaders in the space to briefly disclose the basis for the
statement as described
in your response or revise your leadership statement as appropriate.
You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameChristopher Gibson, Ph.D.
Division of
Corporation Finance
Comapany NameRecursion Pharmaceuticals, Inc.
Office of Life
Sciences
March 19, 2021 Page 3
cc: Philip H. Oettinger, Esq.
FirstName LastName