--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-274145" form_type: "8-K" ticker: null cik: "0001843762" company_name: "EQRx, Inc." filed_at: "2023-11-09T23:59:59+00:00" generated_at: "2026-06-08T07:38:05.391000+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # EQRx completes merger with Revolution Medicines; each share converts into 0.1112 RVMD shares ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-274145 - form_type: 8-K - cik: 0001843762 - company_name: EQRx, Inc. - filed_at: 2023-11-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/d569619d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-274145 - JSON: https://secwatch.observer/filing/0001193125-23-274145.json - Plain text: https://secwatch.observer/filing/0001193125-23-274145.txt ## Key facts - Executive change Amy Abernethy, M.D., Ph.D. resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Sandra J. Horning, M.D. resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Paul Berns resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Jack Anders was appointed as other_named_officer at EQRx, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Melanie Nallicheri resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Krishna Yeshwant, M.D. resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Samuel Merksamer resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Alexis Borisy resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Kathryn Giusti resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Jeff Cislini was appointed as other_named_officer at EQRx, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Jorge Conde resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Executive change Clive Meanwell, M.B., Ch.B., M.D resigned as Director at EQRx, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - M&A Transactions 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 source text: On November 9, 2023, Revolution Medicines, Inc., a Delaware corporation (“Revolution Medicines”), completed the previously announced acquisition of EQRx, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1843762/000119312523274145/0001193125-23-274145-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.