Conference Call Transcripts

Registration statement under Securities Act of 1933

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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-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EQRx, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

84-1691173

(I.R.S. Employer

Identification Number)

50 Hampshire Street

Cambridge, Massachusetts 02139

(617) 315-2255

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Melanie Nallicheri

Chief Executive Officer

50 Hampshire Street

Cambridge, Massachusetts 02139

(617) 315-2255

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William D. Collins

Marianne Sarrazin

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Tel: (617) 570-1000

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement is declared effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 Securities Exchange Act of 1934:

	Large accelerated filer ☒			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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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STATEMENT PURSUANT TO RULE 429

We are filing a single prospectus in this registration statement pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act). The prospectus is a combined prospectus relating to:

(i)

the resale by the selling securityholders named herein of up to 131,652,219 shares of Common Stock, which shares are newly registered pursuant to this registration statement; and

(ii)

(a) the issuance by us of up to 19,733,333 shares of our common stock, $0.0001 par value per share (Common Stock), which consists of (1) up to 8,693,333 shares of Common Stock that are issuable upon the exercise of 8,693,333 warrants (the Placement Warrants) originally issued in a private placement in connection with our initial public offering by the holders thereof and (2) up to 11,040,000 shares of Common Stock that are issuable upon the exercise of 11,040,000 warrants (the Public Warrants and, together with the Placement Warrants, the Warrants) originally issued in our initial public offering by the holders thereof;

(b) the resale by the selling securityholders named herein of up to 209,267,414 shares of Common Stock (including up to 8,693,333 shares of Common Stock that may be issued upon exercise of the Placement Warrants); and

all of which were previously registered by the Registration Statement on Form S-1 (File No. 333-261786) originally filed with the SEC on December 20, 2021 and subsequently declared effective, as amended and/or supplemented (the Prior Registration Statement).

Pursuant to Rule 429 under the Securities Act, this registration statement on Form S-3, upon effectiveness, will serve as a post-effective amendment to the Prior Registration Statement. Such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of, and Rule 429 under, the Securities Act.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION —

DATED February

23, 2023

PRELIMINARY PROSPECTUS

Up to 340,919,633 Shares of Common Stock

Up to 19,733,333 Shares of Common Stock Issuable Upon

Exercise of Warrants

Up to 8,693,333 Warrants

This prospectus relates to the issuance by us of an aggregate of up to 19,733,333 shares of our common stock, $0.0001 par value per share (Common Stock), which consists of (i) up to 8,693,333 shares of Common Stock that are issuable upon the exercise of 8,693,333 warrants (the Placement Warrants) originally issued in a private placement in connection with our initial public offering of by the holders thereof and (ii) up to 11,040,000 shares of Common Stock that are issuable upon the exercise of 11,040,000 warrants (the Public Warrants and, together with the Placement Warrants, the Warrants) originally issued in our initial public offering by the holders thereof. We will receive the proceeds from any exercise of any Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Securityholders) of (i) up to 340,919,633 shares of Common Stock (including up to 8,693,333 shares of Common Stock that may be issued upon exercise of the Placement Warrants) and (ii) up to 8,693,333 Placement Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Common Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares or Warrants in the section entitled “

Plan of Distribution

.”

The Common Stock and Public Warrants are listed on The Nasdaq Global Market (Nasdaq) under the symbols “EQRX” and “EQRXW,” respectively. On February 22, 2023, the closing price of the Common Stock was $2.18 and the closing price for the Public Warrants was $0.23.

See the section entitled “

Risk Factors

” beginning on page

9

of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2023.

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	Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
OUR COMPANY		6
THE OFFERING		8
RISK FACTORS		9
USE OF PROCEEDS		10
SELLING SECURITYHOLDERS		11
DESCRIPTION OF SECURITIES		22
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		33
PLAN OF DISTRIBUTION		37
LEGAL MATTERS		39
EXPERTS		39
WHERE YOU CAN FIND MORE INFORMATION		39
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		40
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
EXHIBIT INDEX		II-2
SIGNATURES		II-5

Unless the context indicates otherwise, references in this prospectus to the “Company,” “EQRx,” “we,” “us,” “our,” “Combined Entity” and similar terms refer to EQRx, Inc. (formerly known as CM Life Sciences III, Inc.) and its consolidated subsidiaries (including Legacy EQRx). References to “CMLS” refer to our predecessor company prior to the consummation of the Merger.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC. Under this prospectus, the Selling Securityholders may, from time to time, sell the securities offered by them described in this combined prospectus (which includes (i) up to 131,652,219 shares of Common Stock registered pursuant to this registration statement on Form S-3 of which this combined prospectus forms a part, (ii) up to 209,267,414 shares of Common Stock (including up to 8,693,333 shares of Common Stock that may be issued upon exercise of the Placement Warrants) registered on the Prior Registration Statement, (iii) and up to 8,693,333 Placement Warrants registered on the Prior Registration Statement).

This prospectus also relates to the issuance by us of up to 19,733,333 shares of Common Stock, which consists of (i) up to 8,693,333 shares of Common Stock that are issuable upon the exercise of 8,693,333 warrants (the Placement Warrants) originally issued in a private placement in connection with our initial public offering by the holders thereof and (ii) up to 11,040,000 shares of Common Stock that are issuable upon the exercise of 11,040,000 warrants (the Public Warrants and, together with the Placement Warrants, the Warrants) originally issued in our initial public offering by the holders thereof, all of which were registered on the Prior Registration Statement.

We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of the Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash.

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “

Where You Can Find More Information

.”

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference to exhibits to the registration statement of which this prospectus forms a part and any applicable prospectus supplement or amendment filed with the SEC. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement, or any information we have incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents filed as exhibits to the registration statement of which this prospectus forms a part, our business, financial condition, results of operations and prospects may have changed.

For investors outside of the United States: Neither we nor the selling securityholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document

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incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

On the Closing Date, CM Life Sciences III Inc., a Delaware corporation, consummated the previously announced business combination pursuant to the terms of the Merger Agreement, by and among CMLS, Clover III Merger Sub Inc., a Delaware corporation (Merger Sub) and Legacy EQRx.

Pursuant to the terms of the Merger Agreement, a business combination between CMLS and Legacy EQRx was effected through the merger of Merger Sub with and into Legacy EQRx, with Legacy EQRx surviving as the post-merger company and as a wholly owned subsidiary of CMLS. On the Closing Date, the registrant changed its name from CM Life Sciences III Inc. to EQRx, Inc. (the Combined Entity).

In this prospectus, unless otherwise stated or the context otherwise requires:

•

“

Board

” means the board of directors of EQRx.

•

“

Business Combination

” means the Merger and the other transactions contemplated by the Merger Agreement.

•

“

Bylaws

” means the Amended and Restated Bylaws of EQRx, Inc.

•

“

Certificate of Incorporation

” means the Second Amended and Restated Certificate of Incorporation of EQRx, Inc.

•

“Closing Date

” means December 17, 2021.

•

“

CMLS

” or “

CMLS III

” means CM Life Sciences III Inc., a Delaware corporation, which was renamed “EQRx, Inc.” on the Closing Date.

•

“

Code

” means the Internal Revenue Code of 1986, as amended.

•

“

Common Stock

” means the common stock, $0.0001 par value per share, of the Company.

•

“

DGCL

” means the General Corporation Law of the State of Delaware, as amended.

•

“

Exchange Act

” means the Securities Exchange Act of 1934, as amended.

•

“

Founder Shares

” means the Common Stock purchased by our Initial Stockholders.

•

“

Initial Stockholders

” means the Sponsor, Amy Abernethy, Christian Henry, Kwame Owusu-Kesse, Chad Robins and Harlan Robins.

•

“

IPO

” means our initial public offering that was consummated on April 9, 2021.

•

“

Legacy EQRx

” means EQRx International, Inc. (f/k/a EQRx, Inc.), a Delaware corporation, and a wholly-owned subsidiary of the Company.

•

“

Merger

” means the merger of Merger Sub with and into Legacy EQRx, with Legacy EQRx continuing as the surviving corporation and as a wholly-owned subsidiary of the Company, in accordance with the terms of the Merger Agreement.

•

“

Merger Agreement

” means the Agreement and Plan of Merger, dated August 5, 2021, as amended on September 21, 2021 and October 28, 2021 and as it may further be amended or supplemented from time to time, by and among CMLS, Merger Sub and Legacy EQRx.

•

“

PIPE Financing

” means such agreements that CMLS III entered into with investors to subscribe for and purchase an aggregate of 120.0 million shares of Common Stock in connection with the Business Combination.

•

“

Placement Warrants

” means 8,693,333 warrants to purchase shares of Common Stock issued to the Sponsor in the private placement. Each Placement Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share.

•

“

Prior Registration Statement

” that certain Registration Statement on Form S-1 (File No. 333-261786) originally filed with the SEC on December 20, 2021 and subsequently declared effective, as amended and/or supplemented.

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•

“

Public Warrants

” means warrants underlying the units issued in our IPO. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share.

•

“

SEC

” means the U.S. Securities and Exchange Commission.

•

“

Securities Act

” means the Securities Act of 1933, as amended.

•

“

Sponsor

” means CMLS Holdings III LLC.

•

“

Subscription Agreements

” means that certain subscription agreements entered into by CMLS III with certain institutional investors (the PIPE Investors) in connection with the Business Combination.

•

“

Warrants

” means any of the Placement Warrants and the Public Warrants.

•

“

Warrant Agreement

” means that certain Warrant Agreement, dated April 6, 2021, between CMLS and Continental Stock Transfer & Trust Company, as the warrant agent.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. All statements, other than statements of present or historical fact included in this prospectus, our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus may include, for example, statements about:

•

our ability to adapt our initial commercial and pricing models, plans and strategies to the U.S. regulatory environment, and its impact on our ability to develop, maintain and leverage our commercialization strategy;

•

additional clinical trials for our pipeline candidates and the effect on our pricing and commercialization strategy;

•

our mission, commercial model and pricing strategy;

•

the success, costs and timing of our product development activities;

•

our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations on any approved product;

•

our ability to locate and acquire complementary products or product candidates and integrate those into our business;

•

our ability to maintain our existing or enter into additional license agreements;

•

our ability to maintain our existing or enter into additional drug engineering collaborations;

•

our ability to maintain our existing or enter into additional manufacturing agreements;

•

our ability to compete with other companies currently marketing or engaged in the development of innovative drug candidates, many of which have greater financial and marketing resources than we do;

•

the size and growth potential of the markets for our products, and our ability to serve those markets, either alone or in partnership with others;

•

changes in applicable laws or regulations;

•

our ability to raise capital in the future;

•

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•

our financial performance;

•

our ability to compete effectively in a competitive industry;

•

our ability to protect and enhance our corporate reputation and brand;

•

expectations concerning our relationships and actions with third parties;

•

potential liquidity and trading of our securities;

•

our ability to attract and retain qualified directors, officers, employees and other key personnel;

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•

our ability to realize the anticipated benefits from the Business Combination (as defined below), which may be affected by, among other things, the costs of the Business Combination, competition and our ability to grow and manage growth profitably and retain our key employees; and

•

the impact of the ongoing COVID-19 pandemic, along with any other health pandemics or global events, such as the Russian invasion of Ukraine.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements, including those set forth in this prospectus in the section entitled “

Risk Factors

,” in our periodic filings with the SEC, and any such documents incorporated by reference. Our SEC filings are available publicly on the SEC’s website. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in any accompanying prospectus supplement or such document incorporated by reference. Should one or more of the risks or uncertainties described in this prospectus, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

You should read this prospectus and any accompanying prospectus supplement completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. We qualify all of our forward-looking statements by these cautionary statements.

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OUR COMPANY

Overview

We are a new type of pharmaceutical company committed to developing and expanding access to innovative medicines for some of the most prevalent disease areas, including cancer and immune-inflammatory conditions. Launched in January 2020, we are leveraging cutting-edge science, technology and strategic partnerships with stakeholders from across the healthcare system toward the goal of increasing access for patients around the world.

Today, we have more than 10 programs in our pipeline including clinical, preclinical and drug engineering targets for the treatment of oncology and immune-inflammatory conditions. We will continue to evaluate opportunities to add to our pipeline by in-licensing additional programs, leveraging our drug engineering collaborations and exploring combination partnerships. Select late-stage programs, each in-licensed in 2020, include: aumolertinib (EQ143), a third-generation epidermal growth factor receptor (EGFR) inhibitor; lerociclib (EQ132), a cyclin-dependent kinase (CDK) 4/6 inhibitor; and sugemalimab (EQ165, also known as CS1001), an anti-programmed death-ligand 1 (PD-L1) anti

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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