Recursion Pharmaceuticals (RXRX) 8-KSubmission of Matters to a Vote of Security Holders

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

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 8, 2024, Recursion Pharmaceuticals, Inc. (“Recursion”), entered into a transaction agreement with Exscientia plc, a public limited company incorporated under the laws of England and Wales with registered number 13483814 (“Exscientia”), pursuant to which, subject to the terms and conditions set forth therein, including the requisite approval of Recursion’s stockholders and Exscientia’s shareholders, respectively, Recursion will acquire the entire issued and to be issued share capital of Exscientia pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Transaction”).

In connection with the Transaction, Recursion held a special meeting of stockholders at 3:00pm Mountain Time on November 12, 2024 (the “Special Meeting”).

As of the close of business on October 2, 2024, the record date for the Special Meeting (the “Record Date”), there were 279,019,222 shares of Recursion Class A Common Stock outstanding and entitled to vote, with each share entitled to one vote on each matter submitted for a vote at the Special Meeting, and 7,058,575 shares of Recursion Class B Common Stock outstanding and entitled to vote, with each share entitled to ten votes on each matter submitted for a vote at the Special Meeting, representing 349,604,972 votes in the aggregate.

The results of the Special Meeting indicate that Recursion Class A Common Stock and Recursion Class B Common Stock representing 253,515,948 votes in the aggregate were present in person or represented by proxy, which indicate that a quorum was constituted to conduct business at the Special Meeting.

The following are the voting results of the proposal considered and voted on at the Special Meeting as provided in the final certified report from the Inspector of Election. For more information on this proposal, see the definitive joint proxy statement filed by Recursion and Exscientia with the U.S. Securities and Exchange Commission on October 10, 2024 (the “Joint Proxy Statement”).

                    

Proposal 1 was approved.

                                        

Proposal 2 described in the Joint Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was deemed not necessary and was not presented at the Special Meeting as a result of the approval of Proposal 1.

SIGNATURES