UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November 2024
Commission File Number: 001-40850
Exscientia plc
(Translation of registrant’s name into English)
The Schrödinger Building
Oxford Science Park
Oxford OX4 4GE
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
☒ Form
20-F ☐ Form 40-F
EXPLANATORY NOTE
As previously disclosed, Exscientia plc, a public
limited company incorporated under the laws of England and Wales with registered number 13483814 (“Exscientia”) and
Recursion Pharmaceuticals, Inc., a Delaware corporation (“Recursion”), entered into the Transaction Agreement, dated
as of August 8, 2024, as amended by the First Amendment to the Transaction Agreement (the “First Amendment”), dated
as of November 5, 2024 (as amended, the “Transaction Agreement”).
This Report of Foreign Private Issuer on Form
6-K is being filed in connection with the completion on November 20, 2024 of the transactions contemplated by the Transaction Agreement
pursuant to which Recursion acquired the entire issued and to be issued share capital of Exscientia (the “Transaction”)
pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”).
Under the Transaction Agreement, the
Transaction was conditioned on, among other things, the sanction of the Scheme of Arrangement by the High Court of Justice of
England and Wales (the “Court”). On November 19, 2024, the Court issued an order sanctioning the Scheme of
Arrangement. Upon the delivery of such order to the Registrar of Companies in England and Wales on November 20, 2024 (the
“Effective Time”), the Scheme of
Arrangement became effective. As a result, at the Effective Time, Recursion acquired the entire issued and to be issued share
capital of Exscientia in accordance with the terms of the Transaction Agreement and the Scheme of Arrangement, and Exscientia became
a wholly owned subsidiary of Recursion.
Pursuant to the Transaction
Agreement and the Scheme of Arrangement, at the Effective Time, each ordinary share in Exscientia, each with
a nominal value £0.0005 per share (an “Exscientia Ordinary Share”) outstanding as of the Effective Time (each
a “Scheme Share”) was acquired by Recursion (or, at Recursion’s direction, by a nominee) from the holders of
the Scheme Shares (each a “Scheme Shareholder”) in exchange for 0.7729 shares of Class A Common Stock (the “Recursion
Class A Common Stock”) of Recursion, par value of $0.00001 per share (the “Share Deliverable” and collectively
the “Exchange Shares”, and the ratio that each Share Deliverable bears to each Scheme Share being the “Exchange
Ratio”). Because each American Depositary Share in Exscientia represents a beneficial interest in one Exscientia Ordinary Share
(an “Exscientia ADS”), holders of Exscientia ADSs are entitled to receive an amount of Exchange Shares equal to the
Share Deliverable per Exscientia ADS.
The foregoing description of the Transaction
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement,
including the First Amendment. A copy of the initial Transaction Agreement was filed as Exhibit 99.1 to the Report of Foreign Private
Issuer on Form 6-K filed by Exscientia with the Securities and Exchange Commission (the “SEC”) on August 8, 2024 and
a copy of the First Amendment was filed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed by Exscientia with the
SEC on November 6, 2024, each of which is incorporated herein by reference.
On November 20, 2024, Recursion issued a press
release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
In connection with the consummation of the Transaction, Exscientia
notified Nasdaq that each Scheme Share, including each Exscientia Ordinary Share underlying each Exscientia ADS, was acquired by
Recursion in exchange for the Share Deliverable pursuant to the Scheme of Arrangement. Nasdaq formally
suspended trading of the Exscientia ADSs, which previously traded under the symbol “EXAI” on Nasdaq, and filed, on
behalf of Exscientia, a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Exscientia
ADSs. Exscientia expects to terminate the registration of the Exscientia ADSs under the Securities Exchange Act of 1934, as amended,
and cease to report to the SEC, approximately 10 days following the filing of the Form 25.
Additionally, on November 19, 2024, Exscientia’s Collaboration Agreement
with Bristol Myers Squibb Company was ended following the close of the remaining project thereunder.
Forward Looking Statements
Statements contained herein which are not historical facts may be
considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “potential,”
“predicts,” “projects,” “seeks,” “should,” “will,” or words of similar meaning
and include, but are not limited to, statements regarding the proposed combination of Exscientia and Recursion and the outlook for Exscientia’s
or Recursion’s future businesses and financial performance such as delivering better treatments to patients, faster and at a lower
cost; the discovery and translation of higher quality medicines more efficiently and at a higher scale.
Such forward-looking statements are based on the current beliefs
of Exscientia’s and Recursion’s respective management as well as assumptions made by and information currently available to
them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and
results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: risks that
the proposed combination disrupts each company’s current plans and operations; the diversion of the attention of the respective
management teams of Exscientia and Recursion from their respective ongoing business operations; the ability of either Exscientia, Recursion
or the combined company to retain key personnel; the ability to realize the benefits of the proposed combination, including cost synergies;
the ability to successfully integrate Exscientia’s business with Recursion’s business, at all or in a timely manner; the outcome
of any legal proceedings that may be instituted against Exscientia, Recursion or others since the announcement of the proposed combination;
the amount of the costs, fees, expenses and charges related to the proposed combination; the effect of economic, market or business conditions,
including competition, regulatory approvals and commercializing drug candidates, or changes in such conditions, on Exscientia’s,
Recursion’s and the combined company’s operations, revenue, cash flow, operating expenses, employee hiring and retention,
relationships with business partners, the development or launch of technology enabled drug discovery, and commercializing drug candidates;
and the risks of conducting Exscientia’s and Recursion’s business internationally.
Other important factors and information are contained in the joint
proxy statement filed on October 10, 2024, by Exscientia and Recursion with the SEC, as amended by the supplemental disclosures filed
on November 6, 2024 by Recursion with the SEC, including the risks summarized in the section entitled “Risk Factors” thereof,
and Exscientia’s other periodic filings with the SEC, which can be accessed at http://investors.exscientia.ai, or www.sec.gov. All
forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. Exscientia does not
undertake any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
EXHIBIT INDEX
* * *
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.
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| EXSCIENTIA PLC |
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| By: |
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/s/ Ben Taylor |
| Name: |
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Ben Taylor |
| Title: |
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Chief Financial Officer |
Date:
November 20, 2024
Exhibit 99.1
Recursion and Exscientia, two leaders in the
AI drug discovery space, have officially combined to advance the industrialization of drug discovery
| ● | Recursion unveils post-combination technology-enabled portfolio
with more than 10 clinical and preclinical programs, 10 advanced discovery programs, and more than 10 partnered programs |
| ● | Platform will focus on first and best-in-class drug discovery
and development, demonstrating the ability to find novel insights and dramatically reduce the time and cost of discovery |
| ● | Recursion will host an update call
today, November 20, 2024 at 7:30 a.m. ET / 5:30 a.m. MT / 12:30 p.m. GMT on LinkedIn, X and Youtube |
Salt Lake City, November 20, 2024: The business combination of two
AI-powered drug discovery and development companies, Recursion (Nasdaq: RXRX) and Exscientia has been completed, with Exscientia becoming
a wholly owned subsidiary of Recursion creating a vertically-integrated and technology-enabled drug discovery platform. Exscientia ADSs
(Nasdaq: EXAI) ceased trading and will be delisted from Nasdaq.
“I believe the combination of the incredible teams and platforms
at Exscientia and Recursion position us as the leader of the AI-enabled drug discovery and development space,” said Chris Gibson,
Ph.D., Co-Founder and CEO of Recursion. “With more than 10 clinical and preclinical programs in the internal pipeline, more than
10 partnered programs and over $450M in upfront and realized milestone payments received from partners to date out of more than $20B possible,
we are advancing a flywheel of discovery and creating value in our pipeline through technology.”
“The combination of our platforms and people make us the company
to beat,” said David Hallett, Ph.D., former CSO and Interim CEO of Exscientia and newly appointed Chief Scientific Officer at Recursion.
“With our combined strength of real-world proprietary data and the models we’ve created – hypothesizing, testing and
learning in a continuous loop – we're redefining the space by shrinking timelines and costs, identifying and optimizing lead candidates
faster than traditional methods.”
The Company is pleased to
share updates on the combined entity’s pipeline, partnerships, and platform below:
Pipeline
The combined pipeline represents more than 10 clinical and preclinical
programs. In addition there are approximately 10 advanced discovery programs in the current pipeline.
Updated guidance is bulleted below as well as a snapshot of our pipeline:
| ● | REC-617 (CDK7 inhibitor; Advanced
Solid Tumors): Initial Phase 1 monotherapy safety and PK/PD data expected at the AACR Special Conference on December 9th 2024,
and a webinar to follow on December 10th 2024. |
| ● | REV102 (ENPP1 inhibitor; Hypophosphatasia):
Development candidate nomination expected in Q4 2024 |
| ● | REC-4881 (MEK1/2 inhibitor, Familial
Adenomatous Polyposis): Phase 1b/2 safety and early efficacy data expected in H1 2025 |
| ● | REC-2282 (pan-HDAC inhibitor;
Neurofibromatosis Type 2): PFS6 futility analysis expected by H1 2025 |
| ● | REC-3565 (MALT1 inhibitor, B-Cell
Malignancies): Phase 1 first patient dosed (FPD) expected in Q1 2025 |
| ● | REC-4539 (LSD1 inhibitor, Small-Cell
Lung Cancer): Phase 1 first patient dosed (FPD) expected in H1 2025 |
| ● | REC-994 (Superoxide scavenger,
Cerebral Cavernous Malformation): Further data to be shared at an upcoming medical conference / publication / webinar in H1 2025; regulatory
update expected by H2 2025 |
| ● | REC-394 (C. difficile Toxin B
selective inhibitor, C. difficile): Phase 2 update expected in Q1 2026 |
| ● | REC-1245 (RBM39 degrader; Solid
Tumors and Lymphoma): Phase 1 dose-escalation data update expected in H1 2026 |
| ● | REC-4209 (undisclosed target;
Idiopathic Pulmonary Fibrosis): IND-enabling studies are ongoing |
| ● | REC-4881 in APC/AXIN1 indications
have been deprioritized as part of a disciplined strategic prioritization of the portfolio. Study status will be updated on clinicaltrials.gov |
Partnerships
The combined company’s therapeutic partnerships represent more
than 10 partnered programs in areas such as oncology and immunology. The combined company has received approximately $450M in upfront
and milestone payments from partnerships to date. Through these partnerships, we have the potential to receive more than approximately
$20B in additional milestone payments before royalties.
Platform
With chemical design and synthesis methods from Exscientia and over
60 petabytes of proprietary data generated in house or licensed from partners like Helix and Tempus, the combined entity will strengthen
the Recursion OS to be a first-in-class and best-in-class drug discovery and development platform.
The platform will continue to drive iterative loops of hypotheses and
active learning all the way from research to development, with the goal of eventually creating virtual cells that will allow the company
to execute clinical trials at scale.
Company, Board, and Leadership Updates
The combined company will have approximately 800 employees with the
headquarters remaining in Salt Lake City, and primary offices in Toronto, Montreal, Milpitas, New York, the Oxford area, and London.
Individual board and executive leadership changes of Recursion, effective
as of November 20, 2024, are summarized below:
| ● | Franziska Michor, a former member of the Board of Directors
of Exscientia, was appointed as a Class II Director of the Board of Directors of Recursion, with her initial term to extend until the
2026 Annual Meeting of Stockholders of Recursion. |
| ● | Ben Taylor, former Chief Financial and Strategy Officer of
Exscientia, was appointed as the Chief Financial Officer of the Company and President of Recursion UK. |
| ● | Dave Hallett, former Interim Chief Executive Officer of Exscientia,
was appointed as Chief Scientific Officer of the Company. |
| ● | Kristen Rushton, Chief Business Operations Officer of the
Company, was promoted to Chief Operating Officer of the Company. |
| ● | Matthew Kinn, Senior Vice President, Business Development
and Corporate Initiatives of the Company was promoted to serve as Chief Business Officer of the Company. |
| ● | Lina Nilsson, Senior Vice President, Emerging Technologies
of the Company, was promoted to serve on the executive team as Senior Vice President, Head of Platform of the Company. |
| ● | Michael Secora, Tina Marriott, and Laura Schaevitz will transition
from their executive roles into advisor roles for the combined company. All three have provided many years of dedicated service to the
Company and we wish to express our heartfelt gratitude for each of them. Recursion would not be where it is today without their dedication
and efforts. |
Update Call Information
Recursion will host an update
call today at 7:30 a.m. ET / 5:30 a.m. MT / 12:30 p.m. GMT. The Company will broadcast the live stream from Recursion’s X
(formerly Twitter), LinkedIn and YouTube accounts, and on Exscientia’s
LinkedIn account. Questions can be submitted via this link ahead
of time or during the livestream.
About Recursion
Recursion is a leading, clinical-stage TechBio company decoding biology
to industrialize drug discovery. Central to its mission is the Recursion Operating System (OS), a platform built across diverse technologies
that continuously expands one of the world’s largest proprietary biological, chemical and patient-centric 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, chemistry and patient-centric data 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 other primary offices in Toronto, Montreal, the San
Francisco Bay Area, New York, the Oxford area, and London.
Recursion Investor Relations
investor@recursion.com
Recursion Media
media@recursion.com
Forward Looking Statements
Statements contained herein which are not historical facts may be considered
forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” or words of similar meaning and include, but are
not limited to, statements regarding the leadership position of the combined company and its impact on the industry; the ability for the
combined business to accelerate the discovery of better solutions for patients; the timing of IND submissions and IND enabling studies;
the potential to receive upfront, milestone, and royalty payments and work on over 60 therapeutic programs; the strengthening of the Recursion
OS through the combined company; the continued learning of Recursion’s platform and the creation of virtual cells to enable execution
of clinical trials at scale; Recursion’s achievement of efficiencies; the continuous expansion of the Recursion OS datasets; and
advancing the future of medicine; the outlook for Recursion’s future business and financial performance; and others. Such forward-looking
statements are based on the current beliefs of Recursion’s management as well as assumptions made by and information currently available
to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes
and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: the ability
of the combined company to retain key personnel; the ability to realize the benefits of the combination, including cost synergies; the
ability to successfully integrate Exscientia's business with Recursion’s business, at all or in a timely manner; the amount of the
costs, fees, expenses and charges related to the combination; the effect of economic, market or business conditions, including competition,
regulatory approvals and commercializing drug candidates, or changes in such conditions, have on the combined company’s operations,
revenue, cash flow, operating expenses, employee hiring and retention, relationships with business partners, the development or launch
of technology enabled drug discovery, and commercializing drug candidates; the risks of conducting business internationally; the impact
of changes in interest rates by the Federal Reserve and other central banks; the impact of potential inflation, volatility in foreign
currency exchange rates and supply chain disruptions; the ability to maintain technology-enabled drug discovery in the biopharma industry;
and risks relating to the market value of Recursion’s Class A common stock.
Other important factors and information are contained in Recursion’s
most recent Annual Report on Form 10-K, including the risks summarized in the section entitled “Risk Factors,” Recursion’s
subsequent Quarterly Reports on Form 10-Q, the joint definitive proxy statement filed by Recursion and Exscientia on October 10, 2024,
as amended by the supplemental disclosures filed by Recursion on November 6, 2024, and each of Recursion’s other filings with the
U.S. Securities and Exchange Commission (the “SEC”), which can be accessed at https://ir.recursion.com,
or www.sec.gov. All forward-looking statements are qualified by these cautionary statements
and apply only as of the date they are made. Recursion undertakes no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
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