Calculation of Filing Fee Tables
Form S-8
(Form Type)
Recursion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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| Table 1 – Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A common stock, $0.00001 par value per share, to be issued under option awards granted under the Cyclica Inc. Second Amended and Restated Stock Option Plan. | 457(c) and 457(h) | 797,749(2) | $3.86(3) | $3,079,311.14 | $110.20 per $1,000,000 | $339.34 |
| Total Offering Amounts | | $3,079,311.14 | | $339.34 |
| Total Fee Offsets | | | | – |
| Net Fee Due | | | | $339.34 |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of the Registrant’s Class A common stock (the “Class A common stock”) that become issuable under the Cyclica Inc. (“Cyclica”) Second Amended and Restated Stock Option Plan (the “Cyclica Plan”) referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A common stock.
(2)Pursuant to the Share Purchase Agreement, dated as of May 8, 2023, by and among the Registrant, Recursion Canada Inc., a corporation governed by the laws of the Province of Ontario and a direct subsidiary of the Registrant, Cyclica, and the other parties thereto (the “Purchase Agreement”) upon the closing of the transaction contemplated by the Purchase Agreement, on May 25, 2023 (the “Closing”) the Registrant assumed certain outstanding options (the “Options”) issued pursuant to the Cyclica Plan. At the Closing, the Options were automatically converted into awards exercisable for shares of Registrant’s Class A common stock, subject to appropriate adjustments to the number of shares issuable under, and the exercise prices of, the Options as provided in the Share Purchase Agreement.
(3)Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act on the basis of the weighted average exercise price of the Options under the Cyclica Plan and assumed by the Registrant pursuant to the Purchase Agreement.
