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
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 13, 2024
Recursion and Exscientia Shareholders Approve the Proposed Combination
| ● | Update call scheduled for November 20th at 7:30 a.m. Eastern with anticipated close |
Salt Lake City, Utah, and Oxford, UK, November 13, 2024: Recursion
(Nasdaq: RXRX) and Exscientia plc (Nasdaq: EXAI) have each received overwhelming approval from their shareholders for the proposed combination
between Recursion and Exscientia.
The transaction is expected to close on November 20, 2024, subject
to the satisfaction or waiver of the remaining customary closing conditions. Recursion expects
to host an update call after the anticipated close on November 20, 2024 at 7:30 a.m. Eastern / 5:30 a.m Mountain / 12:30 p.m. London.
We will broadcast the live stream from Recursion’s X (formerly Twitter), LinkedIn
and YouTube accounts. Questions can be submitted via this
link ahead of time or during the livestream.
“The overwhelming support from both Recursion and Exscientia
shareholders further validates our strong rationale for this business combination, and we look forward to closing the transaction next
week,” said Chris Gibson, Ph.D., Co-Founder and CEO of Recursion who will continue as the CEO of the combined company following
closing. “We look forward to bringing together Recursion's biological and chemical exploration and mapping capabilities with Exscientia's
molecular design and automated chemistry synthesis capabilities to accelerate the discovery of better drugs for patients.”
The final voting results from the Recursion Special Meeting will be
disclosed in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. The final voting results for
the Exscientia General Meeting and the Exscientia Court Meeting are disclosed in Exscientia’s Form
6-K, each filed with the U.S. Securities and Exchange Commission.
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 offices in Toronto, Montreal, the San Francisco Bay
Area and London.
About Exscientia
Exscientia is a technology-driven drug design and development company,
committed to creating more effective medicines for patients, faster. Exscientia combines precision design with integrated experimentation,
aiming to invent and develop the best possible drugs in the most efficient manner. Operating at the interfaces of human ingenuity, artificial
intelligence (AI), automation and physical engineering, we pioneered the use of AI in drug discovery as the first company to progress
AI-designed small molecules into a clinical setting. We have developed an internal pipeline focused on oncology, while our partnered pipeline
extends to many other therapeutic areas. By leading this new approach to drug creation, we believe we can change the underlying economics
of drug discovery and rapidly advance the best scientific ideas into medicines for patients.
Recursion Investor Relations
investor@recursion.com
Recursion Media
media@recursion.com
Exscientia Investor Relations
investors@exscientia.ai
Exscientia Media
media@exscientia.ai
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 business combination of Recursion and Exscientia and its expected closing date; the
announcement of the final voting results from the Special Meeting, Exscientia’s General Meeting and the Exscientia Court Meeting;
validation of the rationale for the proposed combination and the ability for the combined business to accelerate the discovery of better
drugs for patients; the outlook for Recursion’s or Exscientia’s future business and financial performance and others. Such
forward-looking statements are based on the current beliefs of Recursion’s and Exscientia’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: the occurrence of any event, change or other circumstances that could give rise to
the termination of the transaction agreement; and the failure to satisfy other conditions to completion of the proposed combination, including
obtaining the sanction of the High Court of Justice of England and Wales to the Scheme of Arrangement, on a timely basis or at all, and
the receipt of required regulatory approvals; risks that the proposed combination disrupts each company’s current plans and operations;
the diversion of the attention of the respective management teams of Recursion and Exscientia from their respective ongoing business operations;
the ability of either Recursion, Exscientia 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 Recursion, Exscientia or others following
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, have on Recursion’s, Exscientia’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; the risks of conducting Recursion’s and Exscientia’s 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 common stock to be issued in the proposed combination.
Other important factors and information are contained in Recursion’s
most recent Annual Report on Form 10-K and Exscientia’s most recent Annual Report on Form 20-F, including the risks summarized
in the section entitled “Risk Factors,” Recursion’s most recent Quarterly Reports on Form 10-Q and Exscientia’s
filing on Form 6-K filed May 21, 2024, 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 company’s other periodic filings with
the U.S. Securities and Exchange Commission (the “SEC”), which can be accessed at https://ir.recursion.com
in the case of Recursion, http://investors.exscientia.ai in the case of Exscientia,
or www.sec.gov. All forward-looking statements are qualified by these cautionary statements
and apply only as of the date they are made. Neither Recursion nor Exscientia undertakes any obligation to update any forward-looking
statement, whether as a result of new information, future events or otherwise.
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