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 8, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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 3.02. Unregistered Sales of Equity Securities.
Cyclica, Inc. Acquisition
On May 8, 2023, Recursion Pharmaceuticals, Inc. (“Recursion” or the “Company”) and a direct, wholly owned subsidiary of Recursion (the “Cyclica Purchaser”) entered into a Share Purchase Agreement (the “Cyclica Purchase Agreement”) pursuant to which, subject to applicable closing conditions, the Cyclica Purchaser will, among other things, acquire (the “Cyclica Acquisition”) 100% of the outstanding equity securities of Cyclica Inc. (“Cyclica”) for a purchase price of $40 million, subject to customary closing and post-closing purchase price adjustments, to be paid in the form of shares of Recursion Class A common stock (the “Class A Shares”), cash paid in lieu of shares to unaccredited investors as described below, and the assumption by Recursion of outstanding options to purchase shares of Cyclica. Assuming a purchase price of $40 million, following the completion of the Cyclica Acquisition, Recursion would issue up to approximately 6.9 million Class A Shares in the Cyclica Acquisition (including Class A Shares issuable upon the exercise of options to purchase shares of Cyclica assumed by Recursion in the Cyclica Acquisition, but excluding from the calculation any increase or decrease in the number of shares to be issued as a result of customary closing and post-closing purchase price adjustments and any cash paid in lieu of shares to unaccredited investors) based on a reference price of Class A Shares of $5.7837 (the “Reference Price”), which is the volume weighted average price of Class A Shares over the 30 days ended May 5, 2023. In addition, under the terms of the Cyclica Purchase Agreement, in certain circumstances Recursion may pay cash consideration to Cyclica shareholders in lieu of Class A Shares at a value based on the Reference Price, which may result in the issuance of fewer Class A Shares.
Based in part upon the representations of the sellers in the Cyclica Purchase Agreement, the offering and sale of the Cyclica Consideration Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the rules promulgated thereunder.
Valence Discovery Inc. Acquisition
Also on May 8, 2023, Recursion and an indirect wholly owned subsidiary of Recursion (the “Valence Purchaser”) entered into a Share Purchase Agreement (the “Valence Purchase Agreement”) pursuant to which, subject to applicable closing conditions, the Valence Purchaser will, among other things, acquire (the “Valence Acquisition”) 100% of the outstanding equity securities of Valence Discovery Inc. (“Valence”) for a purchase price of $47.5 million, subject to customary closing and post-closing purchase price adjustments, to be paid in the form of (i) Class A Shares and shares of the Valence Purchaser (the “Exchangeable Shares”), cash paid in lieu of shares to unaccredited investors as described below, and the assumption by Recursion of outstanding options to purchase shares of Valence. Each Exchangeable Share will be exchangeable into one Class A Share at the option of the holder, subject to certain adjustments. Assuming a purchase price of $47.5 million, following the completion of the Valence Acquisition, Recursion will issue up to approximately 8.2 million Class A Shares in the Valence Acquisition (including Class A Shares issuable upon the exchange of Exchangeable Shares and upon the exercise of options to purchase shares of Valence assumed by Recursion in the Valence Acquisition, but excluding from the calculation any increase or decrease in the number of shares to be issued as a result of customary closing and post-closing purchase price adjustments and any cash paid in lieu of shares to unaccredited investors) based on the Reference Price. In addition, under the terms of the Valence Purchase Agreement, in certain circumstances Recursion may pay cash consideration to Valence shareholders in lieu of Exchangeable Shares or Class A Shares at a value based on the Reference Price, which may result in the issuance of fewer Class A Shares (including Class A Shares issuable upon the exchange of Exchangeable Shares).
Based in part upon the representations of the sellers in the Valence Purchase Agreement, the offering and sale of the Valence Consideration Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and the rules promulgated thereunder.
None of the Class A Shares issuable in connection with the Cyclica Acquisition and Valence Acquisition (including Class A Shares issuable upon the exchange of Exchangeable Shares, upon the exercise of options to purchase shares of Cyclica assumed by Recursion in the Cyclica Acquisition and upon the exercise of options to purchase shares of Valence assumed by Recursion in the Valence Acquisition) are expected to be registered under the Securities Act or any state securities laws as of the completion of the Cyclica Acquisition and Valence Acquisition, respectively, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Class A Shares or other Recursion securities or those of any other issuer.
Item 7.01. Regulation FD Disclosure
On May 8, 2023, the Company issued a press release announcing the Cyclica Acquisition and the Valence Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
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.
Forward Looking Statements
The Company cautions you that statements contained in this report includes or is based upon “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, including, without limitation, those regarding closing conditions and the events to occur upon closing of the Cyclica Acquisition and the Valence Acquisition, the exercise of options, the exchange of Exchangeable Shares, and all other statements that are not historical facts. Forward-looking statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements such as those described under the heading “Risk Factors” in the Company’s filings with the SEC, including the Company’s most recent Annual Report on Form 10-K. All forward-looking statements are based on management’s current estimates, projections, and assumptions, and the Company 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 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 May 8, 2023.
| RECURSION PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Christopher Gibson | |||||||
Christopher Gibson | ||||||||
Chief Executive Officer | ||||||||
Exhibit 99.1
Recursion Enters into Agreements to Acquire Cyclica and Valence to Bolster Chemistry and Generative AI Capabilities
SALT LAKE CITY, TORONTO & MONTRÉAL (May 8, 2023) – Recursion (NASDAQ: RXRX), a leading clinical stage TechBio company decoding biology to industrialize drug discovery, today announced it has signed agreements to acquire two companies in the AI-enabled drug discovery space: Cyclica and Valence.
“Recursion has pioneered the massive, parallel generation of -omics data with machine learning in order to map and navigate biology to discover new medicines faster. The strategic acquisitions of Cyclica and Valence add industry-leading capabilities in digital chemistry, as well as machine-learning and artificial intelligence, which combined with our large-scale automated wet-laboratories and supercomputing capabilities, enables us to deploy what I believe is the most complete, technology-enabled drug discovery solution in the biopharma industry. We look forward to showing the world proof of the compounding benefit of this full-stack approach through the rapid acceleration of our pipeline and partnerships. Amidst a rapidly accelerating global race for technology talent, these acquisitions cement Recursion as the center of gravity for the best and brightest in ML and AI who want to reimagine how drugs are discovered,” said Chris Gibson, Ph.D., Co-Founder and CEO of Recursion. “I am so excited to welcome the Cyclica and Valence teams to Recursion, especially at such a dynamic moment in history when machine learning and artificial intelligence are creating so much rapid change across every industry.”
Cyclica, headquartered in Toronto, has built two highly differentiated products in the digital chemistry space which will be integrated into the RecursionOS. MatchMaker™ is an AI-enabled deep learning engine that predicts the polypharmacology of small molecules as the foundation for small molecule drug discovery. It is able to generalize across the proteome and uses both AlphaFold2 structures and homology models. POEM™ (Pareto Optimal Embedding Model) is a unique similarity-based property prediction model. In contrast to other AI prediction models, POEM uses multiple types of molecular fingerprints to describe molecules, providing a much richer measure of similarity that leads to greater accuracy.
“Cyclica and Recursion both believe in the value of industrializing drug discovery,” said Naheed Kurji, CEO and Co-Founder of Cyclica. “Combining our proteome-wide prediction of small molecule-target interactions into Recursion’s data universe will create one of the largest fit-for-purpose biological and chemical datasets in the drug discovery space. Together, I believe Recursion will have an immense impact on human health in the years to come.”
Valence, headquartered in Montréal at Mila, the world’s largest deep learning research institute, is committed to unlocking the full potential of deep learning in the drug discovery process. The company has pioneered the application of low-data learning in drug design, unlocking the ability to design differentiated small molecules with improved properties and function from datasets too small, sparse, or noisy for traditional deep learning methods. Valence has an unparalleled track record of innovation in molecular machine learning, including best-in-class methods for AI-
enabled structural biology, generative chemistry, and multi-parametric optimization, ultimately enabling the design of best-in-class or first-in-class chemistry against challenging biology.
“The integration of Valence’s powerful AI-based chemistry engine into Recursion’s diverse and data-rich operating system will help unlock the true power of AI-first digital chemistry and drug discovery,” said Daniel Cohen, CEO and Co-founder at Valence Discovery. “Recursion is a leader in technology-enabled drug discovery with a proven track record of leveraging data to uncover novel biology, and I’m thrilled for our teams to join forces and combine our respective strengths to rapidly advance new medicines to patients who need them.”
Joining forces with Recursion’s Montréal deep learning research office, Valence will become an artificial intelligence and machine learning research center to be led by Daniel Cohen with continued advisory from Yoshua Bengio.
“The acquisition of Valence gives Recursion the opportunity to create a true center of excellence for some of the most compelling AI/ML research in the world,” said Yoshua Bengio, deep learning pioneer and scientific advisor to both Recursion and Valence. “With this newly integrated group housed in the Mila ecosystem, Recursion's team of researchers in AI and ML for drug discovery reaches a critical mass at a crucial time in the development of new AI algorithms for scientific discovery."
Terms of the Acquisitions
Recursion has entered into agreements to acquire Cyclica for a purchase price of $40 million and Valence for a purchase price of $47.5 million, in each case subject to customary closing and post-closing purchase price adjustments. The purchase price in the acquisitions will be payable in the form of shares of Recursion Class A common stock, shares of a subsidiary of Recursion exchangeable for shares of Recursion’s Class A common stock and the assumption of certain outstanding Valence and Cyclica options. In certain limited circumstances, Recursion may pay nominal cash consideration to Valence and Cyclica shareholders in lieu of such exchangeable shares or Recursion Class A common stock. Recursion expects no material change to its cash runway as a result of these acquisitions. Recursion expects both acquisitions to be completed in the second quarter of 2023, subject to applicable closing conditions.
About Recursion
Recursion is a clinical stage TechBio company leading the space by decoding biology to industrialize drug discovery. Enabling its mission is the Recursion OS, a platform built across diverse technologies that continuously expands one of the world’s largest proprietary biological and chemical 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 and chemistry 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, Montréal and the San Francisco Bay Area. Learn more at www.Recursion.com, or connect on Twitter and LinkedIn.
About Cyclica
As a neo-biotech, Cyclica is efficiently advancing an industry-leading, robust and sustainable drug discovery portfolio focused on CNS, oncology, and auto-immune diseases. Cyclica has built the only generalizable platform across the entire proteome, expanding the target space for low-data targets, including AlphaFold2 structures, PPIs, and mutant oncogenic targets. Cyclica has brought together a diverse and experienced team of biologists, chemists, computer scientists, and business professionals who are collectively passionate about changing the drug discovery paradigm. By exploring the unexplored, and drugging the undrugged, Cyclica strives to impact patient health like never before. For more information, please visit: www.cyclicarx.com.
About Valence Discovery
Valence is harnessing a revolution in computation to improve human health. The company is a leader in developing and deploying AI and physics-based technologies to enable the design of differentiated small molecules with improved properties and function. Following successful partnerships with leading biotech and pharmaceutical companies, and an unparalleled track record of innovation featured in top AI journals and conferences, Valence has built a team of interdisciplinary industry veterans and computational experts focused on rapidly advancing a portfolio of internal drug discovery programs. Valence launched publicly in 2021, is supported by leading biotech and deeptech investors, and is headquartered in Montréal. To learn more, please visit www.valencediscovery.com.
Media Contact
Media@Recursion.com
Investor Contact
Investor@Recursion.com
Forward-Looking Statements
This document contains information that includes or is based upon "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995, including, without limitation, those regarding the timing and completion of the Cyclica and Valence acquisitions and the outcomes and benefits expected from such acquisitions; Recursion OS and other technologies; business and financial plans and performance, including cash runway; and all other statements that are not historical facts. Forward-looking statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or 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: 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; our ability to leverage and enhance our drug discovery platform; our ability to obtain financing for development activities and other corporate purposes; the success of our collaboration activities; our ability to obtain regulatory approval of, and ultimately commercialize, drug candidates; our ability to obtain, maintain, and enforce intellectual property protections; cyberattacks or other disruptions to our technology systems; our ability to attract, motivate, and retain key employees and manage our growth; inflation and other macroeconomic issues; and other risks and uncertainties such as those described under the heading “Risk Factors” in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K. 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.