Recursion Secures $200M in Underwritten Class A Stock Offering

Recursion Pharmaceuticals (RXRX ) priced an underwritten offering of 61,540,000 shares of its Class A common stock at $3.25 per share on October 15, 2026, with the company expecting total gross proceeds of approximately $200 million before deducting underwriting discounts and commissions and estimated offering expenses. All of the shares are being sold by Recursion, and the offering is expected to close on or about October 16, 2026, subject to satisfaction of customary closing conditions, according to the company’s pricing announcement.

Leerink Partners, Goldman Sachs (GS ) & Co. LLC, Morgan Stanley (MS ) & Co. LLC and Evercore Group L.L.C. are acting as joint bookrunning managers for the offering, and Needham & Company, LLC is acting as lead manager. Recursion stated that the financing included participation from Janus Henderson Investors, Invus, Longaeva Partners, ARK Invest, Driehaus Capital Management and other healthcare specialists and mutual funds.

The shares are being offered under a registration statement on Form S-3 (File No. 333-284878) that became automatically effective upon filing with the U.S. Securities and Exchange Commission on February 12, 2025. The preliminary prospectus supplement, dated October 14, 2026 and marked subject to completion, was filed with the SEC on October 15, 2026, and a final prospectus supplement will also be filed. SEC filing records show the company also submitted a current report on Form 8-K on October 15, 2026. The supplement states that the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on October 14, 2026 was $3.74 per share; the stock trades under the symbol RXRX.

Use of Proceeds and Cash Position

Recursion stated in the supplement that it intends to use the net proceeds to fund advancement of its existing preclinical and clinical programs, including a registrational study for REC-4881 in familial adenomatous polyposis and dose expansion studies for REC-1245 in solid tumors, along with advancement of its platform technologies, runway extension, strategic investments and acquisitions, and general corporate purposes. The filing adds that the company has no current agreements, commitments or understandings for any specific acquisitions or strategic investments. Pending their use, Recursion stated it intends to invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

The supplement discloses preliminary cash, cash equivalents and restricted cash of approximately $561 million as of September 30, 2026. That preliminary balance includes approximately $86 million in net proceeds from the sale of 23,696,330 Class A shares under the company’s at-the-market program with TD Securities (USA) LLC during the quarter ended September 30, 2026. The filing notes that the cash figure is a preliminary estimate subject to completion of quarter-end close procedures and has not been audited or reviewed by the company’s independent registered public accounting firm. Following the offering, Recursion stated it expects its existing cash, cash equivalents and restricted cash will fund its operating expenses and capital expenditure requirements into 2029, an estimate the filing cautions is based on assumptions that may prove to be wrong.

As of June 30, 2026, 533,191,318 shares of Class A common stock were outstanding, and up to an aggregate of $213.3 million of shares remained available for sale under the at-the-market program. The filing states that the company’s historical net tangible book value as of June 30, 2026 was $430.6 million, or $0.81 per share, and that purchasers in the offering will experience immediate and substantial dilution in net tangible book value per share. The supplement also states that Recursion has never declared or paid cash dividends on its capital stock and does not expect to pay dividends in the foreseeable future.

Same-Day Clinical and Partner Disclosures

The offering document discloses that on October 15, 2026, Sanofi optioned the first development candidate from the companies’ multi-program research collaboration, triggering a $10 million milestone payment to Recursion and bringing total upfront and milestone payments under the collaboration to $144 million to date. The filing states the collaboration has now achieved six progress-based milestones across five programs. Recursion remains eligible for more than $300 million in additional milestones for this program, with an average of low double-digit royalties on net product sales if the candidate is successfully commercialized. The candidate is expected to enter phase 1 clinical trials in 2027, with Sanofi funding and leading further development and commercialization. The option was announced in a separate company release issued the same day as the pricing.

The supplement also references same-day updates on two of the company’s programs: updated topline data from the Phase 1b/2 TUPELO study of REC-4881, an investigational MEK1/2 inhibitor for familial adenomatous polyposis, and initial data from the Phase 1 monotherapy dose escalation portion of DAHLIA, the Phase 1/2 trial of REC-1245 in select solid tumors. Pending the outcome of ongoing discussions with the FDA, the company stated it anticipates initiating a registrational trial for REC-4881 in 2027, and it selected 45 mg once daily as the dose for REC-1245 monotherapy expansion cohorts.