STYLE="font: 10pt Times New Roman, Times, Serif">
As
filed with the Securities and Exchange Commission on February 23, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EQRx, INC.
(Exact
name of registrant as specified in its charter)
Delaware | 86-1691173 | |
|
| |
50 Hampshire Street | ||
Cambridge, Massachusetts | 02139 | |
(Address of Principal Executive Offices) | (Zip Code) |
EQRx, Inc.
2021 Stock Option and Incentive Plan
EQRx, Inc.
2021 Employee Stock Purchase Plan
(
Full
title of the plans
)
Melanie
Nallicheri
Chief
Executive Officer
EQRx, Inc.
50
Hampshire Street
Cambridge,
Massachusetts 02139
(Name
and address of agent for service)
(617)
315-2255
(Telephone
number, including area code, of agent for service)
Copies to: | ||
|
| |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
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 7(a)(2)(B) of the Securities Act.
¨
EXPLANATORY
NOTE
EQRx, Inc.
(EQRx) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 24,427,460 shares of its common
stock, par value $0.0001 per share (the Common Stock), under the EQRx, Inc. 2021 Stock Option and Incentive Plan (the 2021 Plan)
and an additional 4,876,326 shares of Common Stock under the EQRx, Inc. 2021 Employee Stock Purchase Plan (the ESPP), pursuant to
the provisions of each plan that provide for annual automatic increases in the number of shares of Common Stock reserved for issuance
under each plan. In each case, the additional shares are of the same class as other securities for which a registration statement relating
to the 2021 Plan and the ESPP has previously been filed and is effective. Accordingly, this registration statement incorporates by reference
the contents of the registration statement on
Form S-8 (File No. 333-262934)
, filed with the Securities and Exchange Commission on February 23, 2022 relating to
the 2021 Plan and the ESPP pursuant to General Instruction E, except with respect to Item 8. Exhibits thereof.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
EXHIBIT INDEX
* | Filed herewith. |
Pursuant to
the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cambridge, Massachusetts, on the 23rd day of February, 2023.
EQRx, Inc. | ||
By: |
| |
Name: | Melanie Nallicheri | |
Title: | Chief Executive Officer | |
POWER
OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS
BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Melanie Nallicheri and
Jami Rubin as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for
such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes
of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to
the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities
and on the date indicated below.
Signature | Title | Date | ||
/s/ Melanie Nallicheri | President, Chief Executive Officer and Director | February 23, 2023 | ||
Melanie Nallicheri | (Principal Executive Officer) | |||
/s/ Jami Rubin | Chief Financial Officer | February 23, 2023 | ||
Jami Rubin | (Principal Financial and Accounting Officer) | |||
/s/ Alexis Borisy | Chairman of the Board | February 23, 2023 | ||
Alexis Borisy | ||||
/s/ Amy Abernethy | Director | February 23, 2023 | ||
Amy Abernethy | ||||
/s/ Paul Berns | Director | February 23, 2023 | ||
Paul Berns | ||||
/s/ Jorge Conde | Director | February 23, 2023 | ||
Jorge Conde | ||||
/s/ Kathryn Giusti | Director | February 23, 2023 | ||
Kathryn Giusti | ||||
/s/ Sandra Horning | Director | February 23, 2023 | ||
Sandra Horning | ||||
/s/ Clive Meanwell | Director | February 23, 2023 | ||
Clive Meanwell | ||||
/s/ Samuel Merksamer | Director | February 23, 2023 | ||
Samuel Merksamer | ||||
/s/ Krishna Yeshwant | Director | February 23, 2023 | ||
Krishna Yeshwant |
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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