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 16, 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2023, Recursion Pharmaceuticals, Inc. (the “Company”) announced that it has appointed David Mauro, M.D., Ph.D., to the position of Chief Medical Officer, effective June 1, 2023.
Shafique Virani, M.D., who has been serving in the role of Chief Corporate Development Officer and Interim Chief Medical Officer, will no longer hold the position of Interim Chief Medical Officer, effective June 1, 2023, but will continue serving in the role of Chief Corporate Development Officer.
Item 7.01. Regulation FD Disclosure.
On May 16, 2023, Recursion Pharmaceuticals, Inc. issued a press release announcing the appointment of David Mauro, M.D., Ph.D., as Chief Medical Officer, effective June 1, 2023. A copy of the Press release is attached hereto as Exhibit 99.1.
Also on May 16, 2023, the Company completed the previously disclosed acquisition of Valence Discovery Inc. (“Valence”) pursuant to the Share Purchase Agreement entered into on May 8, 2023 by the Company, an indirect wholly owned subsidiary of Recursion (the “Valence Purchaser”), Valence, and the other parties thereto (the “Valence Purchase Agreement”). Pursuant to the Valence Purchase Agreement, as consideration for the purchase of 100% of the outstanding equity securities of Valence, the Company expects to issue up to approximately 2.2 million shares of Recursion Class A common stock (the “Class A Shares”) and up to approximately 5.9 million shares of the Valence Purchaser (the “Exchangeable Shares”) and is assuming Valence’s outstanding options that are expected to be exercisable for up to approximately 0.8 million shares of Class A Shares. Each Exchangeable Share will be exchangeable into one Class A Share at the option of the holder, subject to certain adjustments.
The information furnished pursuant to Item 7.01 (including Exhibit 99.1) on this Form 8-K, 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 16, 2023.
| RECURSION PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Christopher Gibson | |||||||
Christopher Gibson | ||||||||
Chief Executive Officer | ||||||||
Exhibit 99.1
Recursion Appoints David Mauro, M.D., Ph.D., as Chief Medical Officer
SALT LAKE CITY (May 16, 2023) – Recursion (NASDAQ: RXRX), a leading clinical stage TechBio company decoding biology to industrialize drug discovery, today announced it has appointed David Mauro, M.D., Ph.D, as its Chief Medical Officer. Dr. Mauro will lead Recursion’s pipeline into and through clinical development, including its five programs currently in the clinic, beginning June 1.
“We are incredibly excited to have Dr. Mauro join our team at Recursion at such an important time in the development of our clinical pipeline,” said Chris Gibson, Ph.D., Co-founder and CEO at Recursion. “With his extensive background in oncology drug development and a proven track record of advancing numerous Investigational New Drug candidates, Dr. Mauro's expertise will be a strong addition to our executive leadership team.”
Dr. Mauro has over 20 years in oncology drug development. His notable accomplishments include guiding the translational, preliminary, and later stages of development for more than 25 Investigational New Drug candidates over the past decade. His previous roles include serving as the Chief Medical Officer for Codiak BioSciences, Checkmate Pharmaceutical, Prelude Therapeutics, and Advaxis. Dr. Mauro has also held leadership roles within the clinical and medical affairs teams at Merck, Bristol Myers Squibb, and Becton Dickinson.
Educated as a pharmacologist, Dr. Mauro received a B.S. in Biochemistry from Cornell University and an M.D./Ph.D. from Temple University. He completed his residency in anatomic pathology at the National Institutes of Health's National Cancer Institute.
“I believe Recursion represents the future of drug discovery,” said Dr. Mauro. “With five clinical programs and a growing number of pre-clinical programs, I’m excited about the opportunity to advance these into potential treatments for patients.”
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.
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 for Dr. Mauro joining Recursion; early and late stage discovery, preclinical, and clinical programs; prospective products; Recursion OS and other technologies; 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.