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

Date of Report (Date of earliest event reported): November 1 8, 2023

EQRX, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40312		86-1691173
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

(EQRx, LLC, AS SUCCESSOR TO EQRx, INC.)

50 Hampshire StreetCambridge, Massachusetts				02139
(Address of Principal Executive Offices)				(Zip Code)

(Exact name of registrant as specified in its charter)

DELAWARE

001-40312

86-1691173

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

50 Hampshire Street

Cambridge, Massachusetts

02139

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617-315-2255

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	EQRX	The Nasdaq Global Market
Warrants to purchase one share of common stock at an exercise price of $11.50	EQRXW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~EXPLANATORY ~~8.01~~NOTE ~~Other Events~~

~~Exchange~~On ~~Ratio~~November ~~for~~9, ~~Transaction~~2023, ~~with~~Revolution Medicines, Inc., a Delaware corporation (“Revolution Medicines”), completed the previously announced acquisition of EQRx, Inc., a Delaware corporation (“EQRx”), pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (the “Merger Agreement”), by and among Revolution Medicines, Equinox Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Revolution Medicines (“Merger Sub I”), Equinox Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Revolution Medicines (“Merger Sub II”), and EQRx. Pursuant to the Merger Agreement, Merger Sub I merged with and into EQRx, with EQRx surviving as a wholly owned subsidiary of Revolution Medicines (the “First Merger”), and following the First Merger, EQRx merged with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Revolution Medicines with the name “EQRx, LLC” (the “Surviving Company”) (the “Second Merger,” and together with the First Merger, the “Mergers”).

~~EQRx,~~The ~~Inc.~~Merger ~~(“EQRx”) and Revolution Medicines, Inc. (“Revolution Medicines”) have determined the final exchange ratio in accordance with the terms of the~~ Agreement and ~~Plan of Merger (~~the ~~“Merger~~transactions ~~Agreement”),~~contemplated ~~dated as of July 31~~thereby, ~~2023,~~including bythe ~~and among Revolution Medicines~~Mergers, ~~Equinox~~were ~~Merger~~previously ~~Sub~~described I,in ~~Inc.,~~the aRegistration ~~wholly~~Statement ~~owned~~on ~~subsidiary~~Form ofS-4 ~~Revolution Medicines~~ (~~“Merger~~Registration ~~Sub I”~~No. 333-274499), ~~Equinox~~filed ~~Merger~~by ~~Sub II LLC (“Merger Sub II”), a wholly owned subsidiary of~~ Revolution Medicines, ~~and~~with ~~EQRx, pursuant to which, and subject to~~ the ~~satisfaction~~Securities ~~or waiver of the conditions specified therein, Merger Sub I will be merged with~~ and ~~into~~Exchange ~~EQRx~~Commission (the “~~First Merger~~SEC”), ~~with~~on ~~EQRx~~September ~~surviving~~13, ~~the~~2023 ~~First Merger~~ (as ~~a direct~~amended, ~~wholly owned subsidiary of Revolution Medicines (~~the “~~Surviving~~Registration ~~Corporation~~Statement”), and asthe ~~soon~~definitive asjoint ~~practicable~~proxy ~~following~~statement/prospectus ~~the~~of ~~First Merger~~EQRx, ~~the~~dated ~~Surviving~~as ~~Corporation~~of ~~will be merged with~~ and ~~into~~filed ~~Merger Sub II,~~ with ~~Merger~~the ~~Sub~~SEC IIon ~~surviving~~September ~~as a direct~~29, ~~wholly~~2023 ~~owned subsidiary of Revolution Medicines~~ (~~together~~as ~~with the First Merger~~supplemented, the “~~Mergers~~Joint Proxy Statement/Prospectus”).

~~Pursuant~~Item ~~to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger, each share of common stock, par value $0~~2.~~0001 per share, of EQRx (“EQRx Common Stock”) issued and outstanding immediately prior to the effective time will be converted into the right to receive 0~~01.~~1112~~ ofCompletion ~~a share~~ of ~~common~~Acquisition ~~stock,~~or ~~par~~Disposition ~~value $0.0001 per share,~~ of ~~Revolution Medicines (“Revolution Medicines Common Stock”)~~Assets. No fractional shares of Revolution Medicines Common Stock will be issued in the Mergers, and EQRx stockholders will receive cash in lieu of any fractional shares as part of the merger consideration, as specified in the Merger Agreement.

The ~~final~~information ~~exchange ratio based on the actual determination date of October 31, 2023, is higher than the assumed exchange ratio of 0.0734 that was~~ set ~~out~~forth ~~for illustrative purposes~~ in the ~~joint proxy statement/prospectus, dated September 29, 2023, that was filed by Revolution Medicines with the Securities and Exchange Commission (~~“~~SEC~~Explanatory Note”) and previously distributed to Revolution Medicines and EQRx stockholders. If the Mergers are completed pursuant to the Merger Agreement, Revolution Medicines expects to issue approximately 55 million shares of ~~Revolution~~this ~~Medicines~~Current ~~Common~~Report ~~Stock~~on ~~(excluding~~Form ~~warrants~~8-K ~~and~~is ~~earn-out~~incorporated ~~shares)~~by inreference ~~connection~~into ~~with~~this ~~the~~Item ~~Mergers~~2.01.

~~Supplemental~~Pursuant ~~Disclosure~~to the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of EQRx (“EQRx Common Stock”) issued and outstanding immediately prior to ~~Proxy~~the ~~Statement~~Effective Time (other than any shares held by EQRx in treasury or owned by Revolution Medicines, Merger Sub I, Merger Sub II or any wholly owned subsidiary of EQRx or Revolution Medicines) was converted into the right to receive 0.1112 of a validly issued, fully paid and non-assessable share (the “Exchange Ratio”) of common stock, par value $0.0001 per share, of Revolution Medicines (“Revolution Medicines Common Stock,” and such shares, the “EQRx Common Stock Merger Consideration”). No fractional shares of Revolution Medicines Common Stock are issuable in connection with the Mergers. Any EQRx stockholders who would otherwise have been entitled to receive a fraction of a share of Revolution Medicines Common Stock (after aggregating all fractional shares of Revolution Medicines Common Stock issuable to such holder) will, in lieu of such fraction of a share and upon surrender of such holder’s EQRx Common Stock, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $21.18, which is the closing price of a share of Revolution Medicines Common Stock on the Nasdaq Global Select Market on November 8, 2023, the last business day prior to the date on which the First Merger became effective.

OnAlso ~~September 29,~~at ~~2023, EQRx filed a definitive proxy statement (~~the ~~“Proxy~~Effective ~~Statement”),~~Time: as the same may be supplemented from time to time, with the SEC with respect to the special meeting of EQRx stockholders scheduled to be held on November 8, 2023. All page references used herein refer to pages in the Proxy Statement, and defined terms used below have the meanings set forth in the Proxy Statement. This Current Report on Form 8-K is incorporated into, and amends and/or supplements, the Proxy Statement as provided herein. Except as specifically noted herein, the information set forth in the Proxy Statement remains unchanged.

~~The~~• ~~disclosure~~the investing ~~the~~of ~~section~~options ~~entitled~~to ~~“The~~acquire ~~Mergers—Background~~shares of EQRx Common Stock (“EQRx Options”) outstanding immediately prior to the ~~Mergers~~Effective Time was accelerated in full, and each EQRx Option with an exercise price that was less than $2.16 per share of EQRx Common Stock (an “In-the-Money EQRx Option”) ~~beginning~~was oncancelled ~~page~~and 72converted into shares of Revolution Medicines Common Stock based on the ~~Proxy~~Exchange ~~Statement,~~Ratio isafter ~~hereby~~taking ~~amended~~into ~~and~~account ~~supplemented~~the byexercise ~~inserting~~price; all EQRx Options that did not constitute In-the-Money ~~following~~EQRx ~~paragraphs~~Options were terminated at the ~~end~~Effective ofTime ~~such~~for ~~section:~~no consideration;

On• ~~October 26,~~awards ~~2023, Party G submitted to EQRx an unsolicited expression~~ of ~~interest, referred to as the October 26th Proposal, with respect to the acquisition of~~ EQRx inrestricted a stock~~-for-stock~~ ~~merger.~~units ~~The~~covering ~~October 26th Proposal provided for the issuance of newly issued shares of Party G’s common stock to~~ EQRx ~~stockholders~~Common ~~based~~Stock onoutstanding aimmediately ~~fixed~~prior ~~exchange ratio, which implied a value~~ to ~~EQRx stockholders of $1.86 per EQRx share based on~~ the ~~most~~Effective ~~recent closing price of Party G’s common stock. In the October 26th Proposal~~Time, ~~Party~~whether Gor ~~referenced~~not ~~a value to EQRx stockholders of $2.268 per share~~vested, ~~which~~were ~~was~~cancelled ~~calculated by multiplying (i) the fixed exchange ratio proposed by Party G~~ and ~~(ii) the~~converted ~~VWAP~~into ofshares ~~Party G’s common stock over a greater than 60-day period preceding the submission~~ of ~~the~~Revolution ~~October~~Medicines ~~26th~~Common ~~Proposal.~~Stock ~~The~~based ~~October~~on ~~26th Proposal specifically stated that it was a non-binding expression of interest only and did not constitute an offer subject to binding acceptance, and Party G reserved~~ the ~~right~~Exchange toRatio; withdraw or modify its proposal at any time, for any reason, at its sole discretion. The October 26th Proposal also was subject to Party G’s satisfaction with the results of due diligence, the negotiation and ~~execution of a mutually acceptable definitive agreement for the transaction, and final approval of the definitive agreements by Party G’s~~

~~board~~• ~~of directors. Party G also anticipated entering into voting agreements with~~ the ~~major~~vesting ~~stockholders~~ of each share of ~~Party~~restricted ~~G and~~ EQRx inCommon ~~connection~~Stock ~~with~~was ~~the~~accelerated ~~execution~~in offull ~~definitive~~immediately ~~documentation.~~prior Into the ~~October~~Effective ~~26th Proposal~~Time, ~~Party G noted that it was ready to expeditiously complete its due diligence~~ and ~~work~~each ~~towards~~share ~~definitive~~of ~~transaction~~restricted ~~agreements;~~EQRx ~~however,~~Common ~~the~~Stock ~~proposal did not indicate specific timing or whether Party G~~ was ~~prepared~~treated tothe ~~enter~~same ~~into~~as aall ~~definitive~~other ~~agreement~~shares onof ~~substantially~~EQRx ~~the~~Common ~~same~~Stock ~~terms~~under as the ~~merger~~Merger ~~agreement~~Agreement.

~~Later~~Also ~~on October 26, 2023, the EQRx board of directors held a meeting to discuss the October 26th Proposal,~~ at ~~which members of senior management of EQRx and representatives of Goldman Sachs and Goodwin were present. Mr. Borisy and Dr. Meanwell were excluded from~~ the ~~meeting.~~Effective ~~At this meeting~~Time, ~~the~~all ~~EQRx~~outstanding ~~board of directors, with the assistance of senior management~~ and inunexercised ~~consultation~~warrants ~~with~~to ~~representatives~~purchase ofshares ~~Goldman Sachs and Goodwin, discussed the October 26th Proposal. Representatives~~ of ~~Goodwin~~EQRx ~~reviewed~~Common ~~with~~Stock ~~the~~ (“EQRx ~~board~~Warrants”) ~~of directors that in connection with the October 26th Proposal~~were, ~~and~~ in accordance with ~~the~~their ~~merger agreement~~terms, ~~EQRx~~assumed ~~was~~by ~~permitted~~Revolution toMedicines ~~engage in discussions~~ and ~~negotiations~~ceased ~~with~~to ~~Party~~represent Ga ~~regarding~~warrant ~~the~~exercisable ~~October~~for ~~26th~~EQRx ~~Proposal~~Common ~~if,~~Stock and ~~only~~became ~~if,~~a ~~prior~~warrant toexercisable ~~taking~~for ~~such action,~~ the EQRx ~~board~~Common ofStock ~~directors~~Merger ~~determined~~Consideration ~~in good faith, after consultation with its outside financial advisors and legal counsel,~~ that ~~(1)~~ the ~~October~~holder ~~26th Proposal constituted a “Company Superior Proposal” (as defined in the merger agreement) or~~ would ~~reasonably~~have bereceived ~~expected~~if ~~to lead to a Company Superior Proposal, and (2) the failure to take~~ such ~~action would reasonably be expected to be inconsistent with the~~ EQRx ~~directors’~~Warrant ~~fiduciary~~were ~~duties~~exercised ~~under~~immediately ~~applicable~~prior law. The representatives of Goodwin also reviewed the fiduciary duties of the EQRx directors in this context. The representatives of Goldman Sachs provided an overview of the October 26th Proposal, including the value implied to ~~EQRx stockholders based on~~ the ~~proposed~~Effective ~~exchange ratio, and analyst perspectives with respect to Party G~~Time. It was noted that the implied value of the October 26th Proposal to EQRx stockholders was $1.86 per EQRx share based on the most recent closing price of Party G’s common stock, which was significantly below the $2.268 value indicated in the October 26th Proposal.

The ~~EQRx~~foregoing ~~board~~summary ofdoes ~~directors~~not ~~discussed,~~purport ~~among other things, (i) the value of the consideration being offered by Party G in the October 26th Proposal as compared~~ to ~~the~~be ~~consideration~~a ~~payable~~complete bydescription ~~Revolution Medicines pursuant to the merger agreement, (ii) the business~~ and ~~prospects~~is ofqualified Party G, (iii) the lack of specificity of the October 26th Proposal on terms other than the proposed exchange ratio, (iv) the preliminary nature and conditionality of the October 26th Proposal, (v) developments in ~~Revolution~~its ~~Medicines’~~entirety ~~business~~by ~~and~~reference ~~clinical programs since the execution of the merger agreement, and (vi) the time likely~~ to ~~be required to complete a transaction with Party G and~~ the ~~execution~~full ~~risks~~text ~~associated with pursuing such a transaction. The EQRx board~~ of ~~directors considered that~~ the ~~merger~~Merger ~~agreement with Revolution Medicines represented more immediate and certain value for EQRx stockholders~~Agreement, ~~given~~which ~~that~~is ~~the~~attached ~~mergers were expected to close~~ as ~~early~~Exhibit as2.1 ~~November 9, 2023, and the likelihood that the mergers would be completed based on, among other things, the limited scope of the closing conditions remaining~~ to bethis ~~satisfied.~~Current ~~The~~Report ~~EQRx board of directors also discussed that the final exchange ratio for the transaction with Revolution Medicines would be determined after the close of trading~~ on ~~Nasdaq~~Form on8-K October 31, 2023. Following these discussions, the EQRx board of directors determined to meet again to further consider the October 26th Proposal after the determination of the final exchange ratio under the merger agreement with Revolution Medicines, and ~~directed~~is ~~management~~incorporated ~~and~~herein ~~its~~by ~~advisors to provide further analysis of the potential value of a transaction with Party G~~reference.

OnThe ~~October 27,~~Merger ~~2023~~Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about EQRx or Revolution Medicines or to modify or supplement any factual disclosures about EQRx or Revolution Medicines in their public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of EQRx ~~informed~~and Revolution Medicines made solely for the purposes of ~~its~~the ~~receipt~~Merger Agreement and which may be subject to important qualifications and limitations agreed to by EQRx and Revolution Medicines in connection with the negotiated terms of the ~~October 26th~~Merger ~~Proposal~~Agreement. ~~pursuant~~Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, and may be subject to ~~its~~certain ~~notification~~disclosures ~~obligations~~between ~~under~~the parties and a contractual standard of materiality different from those generally applicable to EQRx’s or Revolution Medicines’ SEC filings. In addition, the ~~merger~~representations ~~agreement~~and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and should not be relied upon as establishing factual matters.

~~After~~Item ~~the~~3.01 ~~close~~Notice of ~~trading~~Delisting onor ~~Nasdaq~~Failure ~~on October 31, 2023, and in accordance with the merger agreement, EQRx and Revolution Medicines determined the final exchange ratio under the merger agreement~~ to beSatisfy ~~0.1112 of~~ a ~~share~~Continued ofListing ~~Revolution~~Rule ~~Medicines~~or ~~common~~Standard; ~~stock~~Transfer ~~for each share~~ of ~~EQRx common stock~~Listing.

On ~~October 31~~November 9, 2023, ~~the~~in ~~EQRx~~connection ~~board~~with ofthe ~~directors~~consummation ~~held~~of ~~another~~the ~~meeting~~Mergers, toEQRx ~~further~~notified ~~discuss~~ the ~~October 26th~~NASDAQ ~~Proposal,~~Global atMarket ~~which~~(“Nasdaq”) ~~members~~ of ~~senior~~the ~~management~~consummation of ~~EQRx~~the Mergers and ~~representatives~~requested ofthat ~~Goldman~~Nasdaq ~~Sachs~~cease ~~and~~trading ~~Goodwin~~of ~~were~~EQRx ~~present.~~Common ~~Mr. Borisy~~Stock and ~~Dr. Meanwell~~EQRx ~~were~~Warrants ~~excluded~~on ~~from~~Nasdaq ~~the~~and ~~meeting.~~suspend ~~Representatives~~the listing of ~~Goodwin~~EQRx ~~again~~Common ~~reviewed~~Stock ~~with~~and ~~the~~ EQRx ~~board~~Warrants, ofwhich ~~directors~~is ~~that~~expected into ~~connection~~be ~~with~~effective ~~the~~before ~~October~~markets ~~26th~~open ~~Proposal~~on November 9, 2023, and infile ~~accordance~~ with the ~~merger~~SEC ~~agreement,~~a ~~the~~Form ~~EQRx~~25 ~~board~~Notification of ~~directors~~Removal ~~was~~from ~~permitted~~Listing and/or Registration to ~~engage~~delist inEQRx ~~discussions~~Common Stock and ~~negotiations~~EQRx ~~with~~Warrants ~~Party~~from GNasdaq ~~regarding~~and ~~the~~deregister ~~October~~EQRx ~~26th~~Common ~~Proposal~~Stock if and ~~only~~EQRx ~~if,~~Warrants ~~prior~~under toSection 12(b) ~~taking~~of ~~such action,~~ the ~~EQRx~~Securities ~~board~~Exchange Act of ~~directors~~1934, ~~determined~~as inamended. ~~good~~EQRx ~~faith,~~also ~~after~~intends ~~consultation~~to file with ~~its~~the ~~outside~~SEC ~~financial~~a ~~advisors~~Form ~~and~~15 ~~legal~~with ~~counsel,~~respect ~~that~~to ~~the~~EQRx ~~October~~Common ~~26th~~Stock ~~Proposal~~and ~~constituted~~EQRx aWarrants ~~Company~~requesting ~~Superior~~that ~~Proposal~~EQRx orCommon ~~would~~Stock ~~reasonably~~and EQRx Warrants be ~~expected~~deregistered tounder ~~lead~~Section 12(g) toof athe ~~Company~~Exchange ~~Superior~~Act ~~Proposal.~~and ~~The~~that ~~EQRx~~its ~~board~~reporting ofobligations ~~directors~~under Sections 13 and ~~senior~~15(d) ~~management~~of ~~discussed~~the ~~Party~~Exchange ~~G’s~~Act ~~business~~be suspended.

and pipeline as compared to the opportunity for EQRx stockholders presented by the transaction with Revolution Medicines, as well as recent developments with respect to both companies. Senior management then reviewed the final exchange ratio for the Revolution Medicines transaction. The ~~representatives~~information ~~of Goldman Sachs provided a comparison of the implied value of the consideration~~ set forth in ~~the~~Item ~~October 26th Proposal of $1~~2.9401 ~~per EQRx share based on the closing price~~ of ~~Party~~this ~~G’s~~Current ~~common~~Report ~~stock~~ on ~~October 31,~~Form ~~2023,~~8-K ~~with~~is ~~the~~incorporated ~~implied value of the consideration payable~~ by ~~Revolution~~reference ~~Medicines~~into ofthis ~~$2.20~~Item ~~per EQRx share based on the final exchange ratio and the closing price of Revolution Medicines common stock on October 31, 2023~~3. The representatives of Goldman Sachs also reviewed certain financial aspects of the October 26th Proposal, including the proposed fixed exchange ratio, Party G’s stock price performance and volatility, Party G’s potential financing needs, and analyst perspectives01.

~~The~~Item ~~EQRx~~3.03 ~~board~~Material ofModification directors also discussed that the October 26th Proposal was non-binding, preliminary and highly conditional, and the proposed transaction with Party G involved significant business and execution risk as compared to ~~the~~Rights ~~mergers which were expected to close as early as November 9, 2023. The EQRx board~~ of ~~directors~~Security further discussed that the merger agreement with Revolution Medicines represented more immediate and certain value for EQRx stockholders, given the likelihood that the mergers would be completed based on, among other things, the limited scope of the remaining conditions to be satisfied under the merger agreementHolders.

~~Based~~The oninformation ~~these~~set ~~discussions,~~forth ~~the~~in ~~members~~Items of the EQRx board of directors present unanimously determined that the October 26th Proposal did not constitute a Company Superior Proposal and would not reasonably be expected to lead to a Company Superior Proposal2. ~~It was noted that~~01, ~~based on this determination~~3.01, ~~EQRx~~5.01 ~~would~~and ~~not be permitted to engage in discussions or negotiations with Party G with respect to the October 26th Proposal pursuant to EQRx’s obligations under the merger agreement~~5.03 ~~Thereafter, the EQRx board~~ of ~~directors reaffirmed its support of the proposed mergers with Revolution Medicines. Subsequent to~~ this ~~meeting,~~Current ~~EQRx~~Report ~~communicated~~on ~~the~~Form ~~determination~~8-K ofis ~~the~~incorporated ~~EQRx~~herein ~~board~~by ~~of directors to Revolution Medicines as required under the merger agreement~~reference.

~~The~~Item EQRx board of directors recommends that EQRx stockholders vote “FOR” adoption of the merger agreement with Revolution Medicines and the other proposals to be presented at the EQRx special meeting scheduled for Wednesday, November 8, 2023, at 11:00 a5.~~m.,~~01 ~~Eastern~~Change ~~Time, as further described~~ in ~~the~~Control ~~Proxy~~of ~~Statement~~Registrant.

~~Cautionary~~As ~~Statement~~a ~~Regarding~~result ~~Forward-Looking~~of ~~Statements~~the Mergers, at the Effective Time, a change in control of EQRx occurred, and EQRx ceased to exist as a separate corporate entity with the Surviving Company continuing as a wholly owned subsidiary of Revolution Medicines.

~~This~~The ~~Current~~information ~~Report~~set onforth Form 8-K contains forward-looking statements within the meaning of federal securities laws, including the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Revolution Medicines and EQRx in ~~light~~Items of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements2. ~~The inclusion of forward-looking statements should not be regarded as a representation that such plans~~01, ~~estimates and expectations will be achieved~~3. ~~Words such as “anticipate~~01,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements5.02 All statements, other than historical facts, including express or implied statements regarding the proposed transaction; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Revolution Medicines contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; Revolution Medicines’ expectation to not advance EQRx’s research and development portfolio following closing of the proposed transaction; EQRx’s expectation to wind down its programs; and any assumptions underlying any of the foregoing, are forward-looking statements5.03 Important factors that could cause actual results to differ materially from Revolution Medicines’ and EQRx’s plans, estimates or expectations described in such forward-looking statements could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Revolution Medicines’ and EQRx’s businesses and the price of ~~their~~this ~~respective~~Current ~~securities;~~Report ~~(ii) uncertainties as to the timing of the consummation of the proposed transaction; (iii) the potential failure to receive,~~ on aForm ~~timely~~8-K ~~basis~~is orincorporated ~~otherwise,~~herein ~~the required approvals of the proposed transaction, including stockholder approvals~~ by ~~both~~reference. ~~Revolution Medicines’ stockholders and EQRx’s stockholders, and the potential~~

~~failure~~Item to5.02 ~~satisfy~~Departure ~~the other conditions to the consummation~~ of ~~the~~Directors ~~transaction; (iv) that the proposed transaction may involve unexpected costs, liabilities~~ or ~~delays;~~Certain (v) the effect of the announcement, pendency or completion of the proposed transaction on each of Revolution Medicines’ or EQRx’s ability to attract, motivate, retain and hire key personnel and maintain relationships with customers, distributors, suppliers and others with whom Revolution Medicines or EQRx does business, or on Revolution Medicines’ or EQRx’s operating results and business generallyOfficers; ~~(vi) that~~Election ~~the proposed transaction may divert management’s attention from each~~ of ~~Revolution Medicines’ and EQRx’s ongoing business operations~~Directors; ~~(vii) the~~Appointment ~~risk~~ of ~~any~~Certain ~~legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon, including resulting expense or delay~~Officers; ~~(viii) that~~Compensatory ~~Revolution~~Arrangements ~~Medicines or EQRx may be adversely affected by other economic, business and/or competitive factors; (ix) the occurrence~~ of ~~any~~Certain event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction, including in circumstances which would require Revolution Medicines or EQRx to pay a termination fee; (x) the risk that restrictions during the pendency of the proposed transaction may impact Revolution Medicines’ or EQRx’s ability to pursue certain business opportunities or strategic transactions; (xi) the risk that Revolution Medicines or EQRx may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (xii) the risk that the anticipated benefits of the proposed transaction may otherwise not be fully realized or may take longer to realize than expected; (xiii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiv) risks relating to the value of Revolution Medicines securities to be issued in the proposed transaction; (xv) the risk that integration of the proposed transaction post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction; (xvi) the effect of the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Revolution Medicines and the common stock and publicly traded warrants of EQRx; (xvii) the implementation of each of Revolution Medicines’ and EQRx’s business model and strategic plans for product candidates and pipeline, and challenges inherent in developing, commercializing, manufacturing, launching, marketing and selling potential existing and new products; (xviii) the scope, progress, results and costs of developing Revolution Medicines’ and EQRx’s product candidates and any future product candidates, including conducting preclinical studies and clinical trials, and otherwise related to the research and development of Revolution Medicines’ and EQRx’s pipeline; (xix) the timing and costs involved in obtaining and maintaining regulatory approval for Revolution Medicines’ and EQRx’s current or future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product; (xx) the market for, adoption (including rate and degree of market acceptance) and pricing and reimbursement of Revolution Medicines’ and EQRx’s product candidates and their respective abilities to compete with therapies and procedures that are rapidly growing and evolving; (xxi) uncertainties in contractual relationships, including collaborations, partnerships, licensing or other arrangements and the performance of third-party suppliers and manufacturers; (xxii) the ability of each of Revolution Medicines and EQRx to establish and maintain intellectual property protection for products or avoid or defend claims of infringement; (xxiii) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of each of Revolution Medicines’ and EQRx’s traded securities; (xxiv) risks relating to competition within the industry in which each of Revolution Medicines and EQRx operate; (xxv) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities; (xxvi) whether the termination of EQRx’s license agreements and/or discovery collaboration agreements may impact its or Revolution Medicines’ ability to license in additional programs in the future and the risk of delays or unforeseen costs in terminating such arrangements; (xxvii) risks that restructuring costs and charges may be greater than anticipated or incurred in different periods than anticipated; (xxviii) the risk that EQRx’s restructuring efforts may adversely affect its programs and its ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; and (xxix) the risk that EQRx’s restructuring or wind-down efforts may negatively impact its business operations and reputation with or ability to serve counterparties or may take longer to realize than expected, as well as each of Revolution Medicines’ and EQRx’s response to any of the aforementioned factorsOfficers. Additional factors that may affect the future results of Revolution Medicines and EQRx are set forth in their respective filings with the SEC, including each of Revolution Medicines’ and EQRx’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 1A of Revolution Medicines’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 under the heading “Risk Factors,” and Item 1A of each of EQRx’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022

~~and~~Pursuant ~~Quarterly~~to ~~Reports~~the onMerger ~~Form~~Agreement, ~~10-Q~~as ~~for~~of the ~~quarterly~~Effective ~~periods~~Time, ~~ended March~~(i) 31Alexis Borisy, ~~2023~~Amy ~~and~~Abernethy, ~~June 30~~M.D., ~~2023 under the headings “Risk Factors~~Ph.”D., ~~The~~Paul ~~risks~~Berns, ~~and~~Jorge ~~uncertainties~~Conde, ~~described~~Kathryn ~~above~~Giusti, ~~and~~Sandra inJ. ~~the~~Horning, ~~SEC~~M.D., ~~filings~~Clive ~~cited above are not exclusive and further information concerning Revolution Medicines and EQRx and their respective businesses~~Meanwell, ~~including factors that potentially could materially affect their respective businesses~~M.B., ~~financial conditions or operating results~~Ch.B., ~~may emerge from time to time~~M.D, ~~Readers~~Samuel ~~are~~Merksamer, ~~urged~~Melanie ~~to consider these factors carefully in evaluating these forward-looking statements~~Nallicheri, and ~~not~~Krishna ~~to place undue reliance on any forward-looking statements~~Yeshwant, ~~which speak only as of the date hereof~~M.D. ~~Readers~~resigned ~~should~~from ~~also carefully review~~ the ~~risk~~board ~~factors~~of ~~described~~directors inof ~~other~~EQRx ~~documents~~and ~~that~~any ~~Revolution~~committees ~~Medicines~~thereof and ~~EQRx~~(ii) each ~~file~~of ~~from time to time with~~ the ~~SEC.~~named ~~Except~~executive asofficers ~~required by law, each~~ of ~~Revolution Medicines and~~ EQRx ~~assume~~ceased ~~no obligation~~ to ~~update~~be orofficers ~~revise~~of ~~these~~EQRx ~~forward-looking~~and ~~statements~~its ~~for any reason, even if new information becomes available in the future~~subsidiaries.

~~Additional~~The ~~Information~~directors of Merger Sub I following the Effective Time became the directors of EQRx. As a result of the Second Merger, the managing member of the Surviving Company is Revolution Medicines which was the managing member of Merger Sub II as of immediately prior to such time as the Second Merger became effective (the “Second Effective Time”). As a result of the First Merger, the officers of Merger Sub I became the officers of EQRx. As a result of the Second Merger, the officers of the Surviving Company are Jack Anders and ~~Where~~Jeff Cislini, the individuals who were officers of Merger Sub II as of immediately prior to ~~Find~~the ItSecond Effective Time.

In connection with the ~~proposed transaction~~Mergers, ~~Revolution~~EQRx ~~Medicines~~entered ~~and~~into ~~EQRx~~Tax ~~filed~~Gross-Up Payment Agreements with ~~the~~Dina ~~SEC~~Ciarimboli and ~~mailed~~certain ornon-executive ~~otherwise~~EQRx ~~provided~~employees, pursuant to ~~their~~which ~~respective~~such ~~security~~individuals ~~holders~~are entitled to receive a ~~joint~~tax ~~proxy~~gross-up ~~statement/prospectus~~payment ~~regarding~~in the ~~proposed~~event ~~transaction~~that any compensation, payment, award, benefit or distribution (asor ~~amended~~any acceleration of any compensation, payment, award, benefit or ~~supplemented~~distribution) ~~from~~paid ~~time~~or payable or distributed or distributable to ~~time,~~such individual in connection with the ~~“Joint~~Mergers ~~Proxy~~becomes ~~Statement/Prospectus”).~~subject ~~INVESTORS~~to ~~AND~~the ~~REVOLUTION~~excise ~~MEDICINES’~~tax ~~AND~~pursuant ~~EQRX’S~~to ~~RESPECTIVE~~Section 4999 ~~SECURITY~~of ~~HOLDERS~~the ~~ARE~~Internal ~~URGED~~Revenue TOCode ~~CAREFULLY~~of ~~READ~~1986, ~~THE~~as ~~JOINT~~amended. ~~PROXY~~The ~~STATEMENT/PROSPECTUS~~tax INgross-up ~~ITS~~payments ~~ENTIRETY~~would ~~AND~~generally ~~ANY~~be ~~OTHER~~paid ~~DOCUMENTS~~to ~~FILED~~the BYrelevant ~~EACH~~taxing OFauthorities ~~REVOLUTION~~to ~~MEDICINES~~place ~~AND~~each ~~EQRX~~such ~~WITH~~individual ~~THE~~in ~~SEC~~the INsame ~~CONNECTION~~after-tax ~~WITH~~position ~~THE~~as ~~PROPOSED~~if ~~TRANSACTION~~such ORexcise ~~INCORPORATED~~tax BYdid ~~REFERENCE~~not ~~THEREIN~~apply ~~BECAUSE~~to ~~THEY~~such ~~WILL~~individual. ~~CONTAIN~~The ~~IMPORTANT~~form ~~INFORMATION~~of ~~ABOUT~~Tax ~~THE~~Gross-Up ~~PROPOSED~~Payment ~~TRANSACTION~~Agreement ~~AND~~is ~~THE~~filed ~~PARTIES~~as TOExhibit ~~THE~~10.1 ~~PROPOSED~~to ~~TRANSACTION~~this Current Report on Form 8- K and is incorporated herein by reference.

~~Revolution~~The ~~Medicines’~~information ~~investors~~set ~~and~~forth ~~security~~in ~~holders~~Item ~~may obtain a free copy of the Joint Proxy Statement/Prospectus and other documents that Revolution Medicines files with the SEC (when available) from the SEC’s website at www~~2.~~sec.gov~~01 ~~and~~is ~~Revolution~~incorporated ~~Medicines’~~herein ~~website at ir.revmed.com. In addition, the Joint Proxy Statement/Prospectus and other documents filed~~ by ~~Revolution Medicines with the SEC (when available) may be obtained from Revolution Medicines free of charge by directing a request to Morrow Sodali LLC at RVMD@info~~reference.~~morrowsodali.com.~~

~~EQRx’s~~Item ~~investors and security holders may obtain a free copy of the Joint Proxy Statement/Prospectus and other documents that EQRx files with the SEC (when available) from the SEC’s website at www~~5.~~sec.gov~~03 ~~and~~Amendments ~~EQRx’s~~to ~~website~~Articles ~~at investors.eqrx.com. In addition, the Joint Proxy Statement/Prospectus and other documents filed by EQRx with the SEC (when available) may be obtained from EQRx free~~ of ~~charge~~Incorporation byor ~~directing~~Bylaws; aChange ~~request~~in toFiscal ~~EQRx’s Investor Relations at investors@eqrx~~Year.~~com.~~

NoPursuant ~~Offer~~to orthe ~~Solicitation~~Merger Agreement, at the effective time of the Second Merger, the Certificate of Formation and Limited Liability Company Agreement of Merger Sub II were amended and restated in their entirety to be in the form of the certificate of formation and limited liability company agreement, respectively, of the Surviving Company. Copies of the amended and restated certificate of formation and limited liability company agreement are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

~~This~~Item ~~communication~~5.07. isSubmission ~~not intended to and shall not constitute an offer to buy or sell or the solicitation~~ of anMatters ~~offer~~ to buy or sell any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a ~~prospectus~~Vote ~~meeting the requirements~~ of ~~Section 10~~Security ~~of the Securities Act of 1933, as amended~~Holders.

~~Participants~~On November 8, 2023, EQRx held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, EQRx’s stockholders voted to approve EQRx’s pending merger with Revolution Medicines, which is described in more detail in the ~~Solicitation~~definitive proxy statement filed by EQRx with the SEC on September 29, 2023.

~~Revolution Medicines,~~ EQRx’s ~~and~~stockholders ~~their~~were ~~respective~~entitled ~~directors,~~to ~~executive~~one ~~officers,~~vote ~~other~~for ~~members~~each share of ~~management~~common stock, ~~certain~~$0.0001 ~~employees~~par ~~and~~value ~~other~~per ~~persons~~share ~~may~~(each, bea ~~deemed~~“Share”), toheld beas ~~participants in the solicitation~~ of ~~proxies from~~ the ~~security~~close ~~holders~~ of ~~Revolution~~business ~~Medicines~~on ~~and~~September 26, ~~EQRx~~2023 ~~in connection with~~ (the ~~proposed~~“Record ~~transaction~~Date”). ~~Security~~At ~~holders may obtain information regarding~~ the ~~names,~~close ~~affiliations and interests~~ of ~~Revolution~~business ~~Medicines’ directors and executive officers in Revolution Medicines’ Annual Report~~ on ~~Form 10-K for~~ the ~~fiscal~~Record ~~year~~Date, ~~ended~~there ~~December 31,~~were ~~2022~~537,575,811 ~~which~~Shares ~~was~~entitled ~~filed~~to ~~with~~vote at the ~~SEC~~Special onMeeting. ~~February 27,~~Present ~~2023,~~at ~~and~~the ~~Revolution~~Special ~~Medicines’~~Meeting ~~definitive~~or by proxy ~~statement~~were onholders ~~Schedule 14A for its 2023 annual meeting~~ of ~~stockholders~~378,071,454 ~~which was filed with the SEC on April 26~~Shares, ~~2023~~representing 70.32% Toof the ~~extent~~outstanding ~~holdings~~Shares ofeligible ~~Revolution~~to ~~Medicines’~~vote ~~securities~~at bythe ~~Revolution~~Special ~~Medicines’~~Meeting, ~~directors~~ and ~~executive~~constituting ~~officers~~a ~~have~~quorum. ~~changed~~The ~~since~~final ~~the~~results ~~amounts~~with ~~set~~respect ~~forth~~to ineach ~~such~~proposal ~~proxy~~voted ~~statement, such changes have been or will be reflected~~ on ~~subsequent~~at ~~Statements~~the ofSpecial ~~Changes~~Meeting inare ~~Beneficial~~set ~~Ownership~~forth ~~on Form 4 filed with the SEC~~below. ~~Security holders may~~

~~obtain~~The ~~information~~Merger ~~regarding~~Agreement ~~the~~Proposal names, affiliations and interests of EQRx’s directors and executive officers in EQRx’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 23, 2023, and in certain of EQRx’s Current Reports on Form 8-K. To the extent holdings of EQRx’s securities by EQRx’s directors and executive officers have changed since the amounts set forth in such Annual Report on Form 10-K, such changes have been or will be reflected on subsequent Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed transaction is included in the Joint Proxy Statement/Prospectus relating to the proposed transaction filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Revolution Medicines’ website at www.revmed.com and EQRx’s website at www.eqrx.com.

To adopt the Merger Agreement, by and among EQRx, Revolution Medicines, Merger Sub I and Merger Sub II (the “Merger Agreement Proposal”).

The following votes were cast at the Special Meeting (in person or by proxy), and the Merger Agreement Proposal was approved by the requisite vote of EQRx’s stockholders:


Votes For	Votes Against	Abstentions
377,726,585	29,217	315,652

The Compensation Proposal

To approve, on a non-binding, advisory basis, the compensation that will or may be payable to EQRx’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

The following votes were cast at the Special Meeting (in person or by proxy), and the Compensation Proposal was approved by the requisite vote of EQRx’s stockholders:


Votes For	Votes Against	Abstentions
270,107,964	105,629,417	2,334,073

The Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Agreement Proposal.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated July 31, 2023, by and among Revolution Medicines, Inc., EQRx, Inc., Equinox Merger Sub I, Inc. and Equinox Merger Sub II LLC (incorporated herein by reference to Exhibit 2.1 to EQRx, Inc.’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

3.1		Amended and Restated Certificate of Formation of the Surviving Company.

3.2		Amended and Restated Limited Liability Company Agreement of the Surviving Company.

10.1		Form Tax Gross-Up Payment Agreement

10.4		Cover Page Interactive Data File (formatted as Inline XBRL)

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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.

	EQRx, Inc.
Date: November 9, 2023	EQRX, LLC
Dated: November 1, 2023	By:	/s/ Melanie Nallicheri
	(as successor by merger to EQRx, Inc.)
	Name:	Melanie Nallicheri
	By:	/s/ Jack Anders
	Title:	President and Chief Executive Officer
	Name:	Jack Anders
	Title:	Chief Financial Officer

Filing Compare · EQRx, Inc.