8-K
filed November 9, 2023, 6:59 PM ET
CIK 0001843762
M&A
confidence high
sentiment neutral
materiality 1.00
EQRx, Inc.: M&A transaction — EQRx completes merger with Revolution Medicines; each share converts into 0.1112 RVMD shares
EQRx, Inc.
- Shareholders receive 0.1112 Revolution Medicines shares per EQRx share; fractional shares paid cash at $21.18.
- EQRx stock and warrants delisted from Nasdaq; Forms 25 and 15 to deregister and suspend Exchange Act reporting.
- Entire board and named executive officers resign; Revolution Medicines appoints new managers for EQRx, LLC.
- Special meeting on Nov 8, 2023: 377,726,585 votes for merger; 29,217 against; 315,652 abstentions; quorum 70.32%.
- In-the-money EQRx options and RSUs converted into Revolution Medicines shares; out-of-the-money options terminated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Amy Abernethy, M.D., Ph.D. resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Sandra J. Horning, M.D. resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Paul Berns resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jack Anders was appointed as other_named_officer at EQRx, Inc..
- Action
- appointed
Exact text from the filing
the officers of the Surviving Company are Jack Anders and Jeff Cislini, the individuals who were officers of Merger Sub II as of immediately prior to the Second Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Melanie Nallicheri resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Krishna Yeshwant, M.D. resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Samuel Merksamer resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Alexis Borisy resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Kathryn Giusti resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jeff Cislini was appointed as other_named_officer at EQRx, Inc..
- Action
- appointed
Exact text from the filing
the officers of the Surviving Company are Jack Anders and Jeff Cislini, the individuals who were officers of Merger Sub II as of immediately prior to the Second Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Jorge Conde resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Clive Meanwell, M.B., Ch.B., M.D resigned as Director at EQRx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, (i) Alexis Borisy, Amy Abernethy, M.D., Ph.D., Paul Berns, Jorge Conde, Kathryn Giusti, Sandra J. Horning, M.D., Clive Meanwell, M.B., Ch.B., M.D, Samuel Merksamer, Melanie Nallicheri, and Krishna Yeshwant, M.D. resigned from the board of directors of EQRx and any committees thereof
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
EQRx, Inc. underwent a change of control involving Revolution Medicines, Inc. (closed 2023-11-09).
- Action
- change of control
- Counterparty
- Revolution Medicines, Inc.
- Closing
- 2023-11-09
Exact text from the filing
On November 9, 2023, Revolution Medicines, Inc., a Delaware corporation (“Revolution Medicines”), completed the previously announced acquisition of EQRx, Inc.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EQRx, Inc. shareholders approved Non-binding advisory vote on executive compensation related to the merger at the 2023-11-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-11-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EQRx, Inc. shareholders approved Adoption of the Merger Agreement with Revolution Medicines at the 2023-11-08 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-11-08
Exact text from the filing
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
View on SEC.gov
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