0001601830424B5EX-FILING FEESClass A Common Stock, par value $0.00001 per shareRecursion Pharmaceuticals, IncS-3 0001601830 2025-02-27 2025-02-27 0001601830 1 2025-02-27 2025-02-27 0001601830 1 2025-02-27 2025-02-27 0001601830 2 2025-02-27 2025-02-27 iso4217:USD xbrli:pure xbrli:shares
Filed Pursuant to Rule 424(b)(5)
Registration
No. 333-284878
Calculation of Filing Fee Tables
(Form Type)
Recursion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Table 1 – Newly Registered Securities and Carry Forward Securities
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| | Security Type | | Security Class Title | | Fee Calculation Rule | | Amount registered | | Proposed maximum offering price per Unit | | Maximum aggregate offering price | | Fee Rate | | Amount of registration fee | | Carry Forward From Type | | Carry Forward File Number | | Carry Forward Initial Effective Date | | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
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Newly Registered Securities |
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Fees to be Paid | | Equity | | Class A Common Stock, par value $0.00001 per share | | 457(o) and 457(r) (1) | | $500,000,000 | | — | | $500,000,000 | | 0.00015310 | | $76,550.00 | | — | | — | | — | | — |
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Carry Forward Securities |
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Carry Forward Securities | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — |
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| | Total Offering Amounts | | — | | $500,000,000 | | — | | $76,550.00 | | — | | — | | — | | — |
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| | Total Fees Previously Paid | | — | | — | | — | | — | | — | | — | | — | | — |
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| | Total Fee Offsets | | — | | — | | — | | $10,438.53 (2) | | — | | — | | — | | — |
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| | Net Fee Due | | — | | — | | — | | $66,111.47 | | — | | — | | — | | — |
Table 2 – Fee Offset Claims and Sources
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| | Registrant or Filer Name | | Form or Filing Type | | File Number | | Initial Filing Date | | Filing Date | | Fee Offset Claimed | | Security Type Associated with Fee Offset Claimed | | Security Title Associated with Fee Offset Claimed | | Unsold Securities Associated with Fee Offset Claimed | | Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset Claimed | | Fee Paid with Fee Offset Source |
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Rule 457(p) |
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Fee Offset Claims | | Recursion Pharmaceuticals, Inc. | | S-3 | | 333-264845 | | May 10, 2022 | | — | | $10,438.53 (2) | | Equity | | Class A Common Stock, par value $0.00001 per share | | — | | $94,723,515.62 | | — |
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Fee Offset Sources | | Recursion Pharmaceuticals, Inc. | | 424B5 | | 333-264845 | | — | | August 8, 2023 | | — | | — | | — | | — | | — | | $33,060.00 |
(1) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant initially deferred payment of all of the registration fees for the Registration Statement on Form S-3ASR (File No. 333-284878), filed on February 12, 2025 (the “Registration Statement”). This “Calculation of Filing Fee Table” shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement. The prospectus to which this Exhibit is attached is a final prospectus supplement for the related offering. |
(2) | The registrant previously registered shares of Class A Common Stock having an aggregate offering price of up to $300,000,000, offered by means of a 424(b)(5) prospectus supplement, dated August 8, 2023 (the “Prior Prospectus Supplement”), pursuant to a Registration Statement on Form S-3ASR (File No. 333-264845), filed with the Securities and Exchange Commission on May 10, 2022 (the “Prior Registration Statement”). In connection with the filing of the Prior Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $33,060.00. As of the date of filing of this prospectus supplement, shares of Class A Common Stock having an aggregate offering price of up to $94,723,515.62 remain unsold under the Prior Prospectus Supplement (the “Unsold Shares”). Pursuant to Rule 457(p), $10,438.53 in filing fees previously paid and associated with the Unsold Shares (calculated at the fee rate in effect on the filing date of the Prior Prospectus Supplement) is being applied to partially offset the filing fee payable in connection with this filing and the offering pursuant to the Prior Prospectus Supplement has been terminated. |
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