Definitive proxy statement relating to merger or acquisition



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549










SCHEDULE
14A




Proxy Statement Pursuant to Section 14(a) of the




Securities Exchange Act of 1934




(Amendment No.  )









Filed by the
Registrant ☒



Filed by a party other than the Registrant ☐



Check the appropriate box:













Preliminary Proxy Statement















Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))















Definitive Proxy Statement














Definitive Additional Materials














Soliciting Material under

§240.14a-12





EQRx, INC.




(Name of
Registrant as Specified in its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):













No fee required














Fee paid previously with preliminary materials














Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11

















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LOGO


LOGO



MERGER AND SHARE ISSUANCE PROPOSALS—YOUR VOTE IS VERY IMPORTANT



Dear Stockholders:



On July 31, 2023,
Revolution Medicines, Inc., which is referred to as Revolution Medicines, EQRx, Inc., which is referred to as EQRx, Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines, which is referred to as Merger Sub I, and
Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines, which is referred to as Merger Sub II, entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the merger
agreement, for the acquisition of EQRx by Revolution Medicines. Pursuant to the terms of the merger agreement, Merger Sub I will merge with and into EQRx, which transaction is referred to as the first merger, with EQRx surviving the first merger as
a direct, wholly owned subsidiary of Revolution Medicines, and as soon as practicable after the first merger and as the second step in a single integrated transaction with the first merger, EQRx will merge with and into Merger Sub II, which
transaction is referred to as the second merger, with Merger Sub II surviving as a direct, wholly owned subsidiary of Revolution Medicines. The first merger and the second merger together are referred to as the mergers.



Upon successful completion of the first merger, referred to as the effective time, each issued and outstanding share of EQRx common stock as of
immediately prior to the completion of the first merger (other than the shares that are held by EQRx in treasury or shares owned by EQRx, Revolution Medicines, Merger Sub I or Merger Sub II or any wholly owned subsidiary thereof) will be
converted into the right to receive a number of validly issued, fully paid and

non-assessable

shares of Revolution Medicines common stock equal to an exchange ratio determined by dividing (i) the
aggregate number of shares of Revolution Medicines common stock to be issued as merger consideration (as described below) by (ii) the number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in
accordance with the merger agreement, and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of EQRx common stock would otherwise be entitled to receive. The exchange ratio numerator (i.e., the aggregate
number of shares of Revolution Medicines common stock to be issued as merger consideration) will equal the sum (rounded to the nearest whole share) of (i) 7,692,308 shares of Revolution Medicines common stock

plus

(ii) an additional
number of shares of Revolution Medicines common stock, which will be determined prior to the special meeting of EQRx stockholders, referred to as the EQRx special meeting, by dividing (a) $870,000,000 by (b) (1) the daily volume weighted
average closing price of one share of Revolution Medicines common stock, for each of the five consecutive trading days ending on and including the date that is the sixth business day prior to the EQRx special meeting date, which is referred to as
the

pre-EQRx

special meeting VWAP, multiplied by (2) 0.94. Upon completion of the mergers, Revolution Medicines stockholders will continue to own their existing Revolution Medicines shares. Revolution
Medicines common stock is traded on the Nasdaq Global Select Market under the symbol “RVMD” and EQRx common stock is traded on the Nasdaq Global Market under the symbol “EQRX.”



For illustrative purposes only, we have provided the below assumptions and sensitivity analysis to inform your decision. Assuming (1) a
pre-EQRx special meeting VWAP of $32.1132, which reflects the five-day volume weighted average closing price per share of Revolution Medicines common stock calculated for the five trading days ending on and including September 15, 2023, and (2) the
number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in accordance with the merger agreement as of September 15, 2023, is 497,460,533, the exchange ratio would equal 0.0734.



Assuming (1) a pre-EQRx special meeting VWAP of $37.1132, which reflects a $5.00 increase in the five-day volume weighted average closing price
per share of Revolution Medicines common stock calculated five trading days ending on and including September 15, 2023, and (2) the number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in accordance
with the merger agreement as of September 15, 2023, is 497,618,584, the exchange ratio would equal 0.0656. Assuming (1) a pre-EQRx special meeting VWAP of $27.1132, which reflects a $5.00 decrease in the five-day volume weighted average closing
price per share of Revolution Medicines common stock calculated five trading days ending on and including September 15, 2023, and (2) the number of shares of EQRx common stock outstanding immediately prior to the










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effective time, determined in accordance with the merger agreement as of September 15, 2023, is 497,268,020, the exchange ratio would equal 0.0841.



Revolution Medicines and EQRx will each hold special meetings of their respective stockholders in connection with the proposed mergers, which
are referred to as the Revolution Medicines special meeting and the EQRx special meeting, respectively.



At the Revolution Medicines
special meeting, Revolution Medicines stockholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Revolution Medicines common stock to EQRx equityholders pursuant to the merger agreement, which
proposal is referred to as the Revolution Medicines share issuance proposal and (2) a proposal to adjourn the Revolution Medicines special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are
not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal.

The board of directors of Revolution Medicines recommends that Revolution Medicines stockholders vote


“


FOR


”


each of the proposals to be considered at the Revolution Medicines special meeting.



At the
EQRx special meeting, EQRx stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which is referred to as the EQRx merger agreement proposal, (2) a 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 and
(3) a proposal to adjourn the EQRx special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the EQRx special meeting to adopt the EQRx merger agreement
proposal.

The board of directors of EQRx recommends that EQRx stockholders vote “FOR” each of the proposals to be considered at the EQRx special meeting.



The merger agreement requires, as a condition to closing of the mergers and the other transactions contemplated by the merger agreement, that
Revolution Medicines stockholders approve the Revolution Medicines share issuance proposal and that EQRx stockholders approve the EQRx merger agreement proposal.

Your vote on these matters, as well as other proposals, is very important,
regardless of the number of shares you own. Whether or not you plan to attend your respective special meeting electronically, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage



-paid

envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll



-free

telephone number or by voting online as described in
the instructions included with your proxy card.



The accompanying joint proxy statement/prospectus provides you with important
information about the special meetings, the mergers, and each of the proposals.

We encourage you to read the entire document carefully, in particular the “

Risk Factors

” section beginning on page 37 of the
accompanying joint proxy statement/prospectus for a discussion of risks relevant to the mergers.



We look forward to the successful
completion of the mergers.



Sincerely,




















/s/ Mark A. Goldsmith



Mark A. Goldsmith, M.D., Ph.D.



Chair of the Board, Chief
Executive Officer and President



Revolution Medicines, Inc.





/s/ Melanie Nallicheri



Melanie Nallicheri



President, Chief Executive Officer and
Director



EQRx, Inc.





Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
mergers or the Revolution Medicines common stock to be issued in the mergers or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.



The accompanying joint proxy statement/prospectus is dated as of, and is first being mailed to the stockholders of Revolution Medicines and EQRx on or about,
September 29, 2023.










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LOGO




700 Saginaw Drive




Redwood City, California 94063




NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF REVOLUTION MEDICINES, INC.




TO BE HELD ON NOVEMBER 8, 2023



To the
Stockholders of Revolution Medicines, Inc.:




NOTICE IS HEREBY GIVEN

that Revolution Medicines, Inc., which is referred to as
Revolution Medicines, will hold a completely virtual special meeting of its stockholders, which is referred to as the Revolution Medicines special meeting, at the Revolution Medicines special meeting website, at
www.virtualshareholdermeeting.com/RVMD2023SM, on November 8, 2023, beginning at 8:00 a.m., Pacific Time, for the purpose of considering and voting on the following proposals:



(1) to approve the issuance of shares of Revolution Medicines common stock (including securities convertible into or exercisable for shares of
Revolution Medicines common stock) to certain equityholders of EQRx, Inc., which is referred to as EQRx, pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (as it may be amended from time to time), by and among Revolution
Medicines, Equinox Merger Sub I, Inc., a wholly owned subsidiary of Revolution Medicines, Equinox Merger Sub II LLC, a wholly owned subsidiary of Revolution Medicines, and EQRx, which is referred to as the merger agreement, a copy of which is
included as

Annex A

to the accompanying joint proxy statement/prospectus, which proposal is referred to as the Revolution Medicines share issuance proposal; and



(2) to approve the adjournment of the Revolution Medicines special meeting to a later date or dates, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal, which proposal is referred to as the Revolution Medicines adjournment proposal.



Revolution Medicines will transact no other business at the Revolution Medicines special meeting. The accompanying joint proxy
statement/prospectus, including the merger agreement attached thereto as

Annex A

, contains further information with respect to these matters.



Only holders of record of Revolution Medicines common stock at the close of business on September 26, 2023, the record date for notice of and
voting at the Revolution Medicines special meeting, which is referred to as the Revolution Medicines record date, are entitled to notice of and to vote at the Revolution Medicines special meeting.



The board of directors of Revolution Medicines, which is referred to as the Revolution Medicines board of directors, has approved and declared
advisable the merger agreement and the transactions contemplated by the merger agreement, including the Revolution Medicines share issuance proposal, on the terms and subject to the conditions set forth in the merger agreement.

The Revolution
Medicines board of directors recommends that Revolution Medicines stockholders vote “FOR” the Revolution Medicines share issuance proposal and “FOR” the Revolution Medicines adjournment proposal.




Your vote is very important, regardless of the number of shares of Revolution Medicines common stock you own.

The merger agreement
requires, as a condition to closing of the mergers and the other transactions contemplated by the merger agreement, that Revolution Medicines stockholders approve the Revolution Medicines share issuance proposal. Assuming a quorum is present, the
approval of the Revolution Medicines share issuance proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast at the Revolution Medicines special meeting on the Revolution Medicines share issuance
proposal.





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A complete list of Revolution Medicines stockholders as of the Revolution Medicines record
date will be open to the examination of any Revolution Medicines stockholder at Revolution Medicines’ principal executive offices at 700 Saginaw Drive, Redwood City, California 94063 for a period of 10 days prior to the Revolution Medicines
special meeting. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the

16-digit

control number included on the proxy card that you received,
or on the materials provided by your bank or broker.



Whether or not you plan to attend the Revolution Medicines special meeting
electronically, Revolution Medicines urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed

postage-paid

envelope, call the

toll-free

telephone number or vote online as described in the instructions included with the proxy card, so that your shares may be represented and voted at the Revolution Medicines special meeting. To
participate electronically in the Revolution Medicines special meeting, you will need the

16-digit

control number included on your proxy card or on the voting instruction form that accompanied your proxy
materials. The meeting webcast will begin promptly at 8:00 a.m., Pacific Time. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow
their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote
your shares at the Revolution Medicines special meeting, you may visit www.virtualshareholdermeeting.com/RVMD2023SM and enter the

16-digit

control number included in the voting instruction form provided to you
by your bank or brokerage firm. If you hold your shares in street name and you do not receive a

16-digit

control number, you may need to log in to your bank or brokerage firm’s website and select the
shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. The use of video, still photography or audio recording at the Revolution
Medicines special meeting is not permitted. If you have any questions about the mergers or how to vote or direct a vote in respect of your shares of Revolution Medicines common stock, you may contact our proxy solicitor, Morrow Sodali LLC, at (800)

662-5200

(toll-free in North America) or (203)

658-9400

or by email at RVMD@info.morrowsodali.com.




By Order of the Board of Directors of Revolution Medicines, Inc.














/s/ Mark A. Goldsmith




Mark A. Goldsmith, M.D., Ph.D.




Chair of the Board,
Chief Executive Officer and President





Redwood City, California



September 29, 2023








Your vote is important. Revolution Medicines stockholders are requested to complete, date, sign and return
the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States, or to submit a proxy to vote your shares electronically through the Internet or by telephone.








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LOGO




50 Hampshire Street




Cambridge, Massachusetts 02141




(617)

315-2255





NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF EQRX, INC.




TO BE HELD ON NOVEMBER 8, 2023



To the
Stockholders of EQRx, Inc.:




NOTICE IS HEREBY GIVEN

that EQRx, Inc., which is referred to as EQRx, will hold a completely virtual
special meeting of its stockholders, which is referred to as the EQRx special meeting, at the EQRx special meeting website, at www.virtualshareholdermeeting.com/EQRX2023SM, on November 8, 2023, beginning at 11:00 a.m., Eastern Time, for the
purpose of considering and voting on the following proposals:



(1) to adopt the Agreement and Plan of Merger, dated July 31, 2023 (as
it may be amended from time to time), by and among EQRx, Revolution Medicines, Inc., referred to as Revolution Medicines, Equinox Merger Sub I, Inc., a wholly owned subsidiary of Revolution Medicines, and Equinox Merger Sub II LLC, a wholly owned
subsidiary of Revolution Medicines, which is referred to as the merger agreement, a copy of which is included as

Annex




A

to the accompanying joint proxy statement/prospectus, which proposal is referred to as the EQRx merger
agreement proposal;



(2) 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, which proposal is referred to as the EQRx compensation proposal; and



(3) to approve the adjournment of the EQRx special meeting to a later date or dates, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the EQRx special meeting to approve the EQRx merger agreement proposal, which proposal is referred to as the EQRx adjournment proposal.



EQRx will transact no other business at the EQRx special meeting. The accompanying joint proxy statement/prospectus, including the merger
agreement attached thereto as

Annex




A

, contains further information with respect to these matters.



Only holders
of record of EQRx common stock at the close of business on September 26, 2023, the record date for notice of and voting at the EQRx special meeting, which is referred to as the EQRx record date, are entitled to notice of and to vote at the EQRx
special meeting.



The board of directors of EQRx, which is referred to as the EQRx board of directors, has determined that the
transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, EQRx and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

The EQRx board of directors recommends that EQRx stockholders vote “FOR” the EQRx merger agreement proposal, “FOR” the EQRx compensation proposal and “FOR” the EQRx adjournment proposal.




Your vote is very important, regardless of the number of shares of EQRx common stock you own.

The merger agreement requires, as a
condition to closing of the mergers and the other transactions contemplated by the merger agreement, that EQRx stockholders approve the EQRx merger agreement proposal. Assuming a quorum is present at the EQRx special meeting, the approval of the
EQRx merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting on the EQRx merger agreement proposal.





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A complete list of EQRx stockholders as of the EQRx record date will be open to the
examination of any EQRx stockholder at EQRx’s principal executive offices at 50 Hampshire Street, Cambridge, Massachusetts 02141 for a period of 10 days prior to the EQRx special meeting.



Whether or not you plan to attend the EQRx special meeting electronically, EQRx urges you to please promptly mark, sign and date the
accompanying proxy card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at
the EQRx special meeting. To participate electronically in the EQRx special meeting, you will need the

16-digit

control number included on your proxy card or on the instructions that accompanied your proxy
materials. The meeting webcast will begin promptly at 11:00 a.m., Eastern Time. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow
their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote
your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the

16-digit

control number included in the voting instruction form provided to you by your bank or
brokerage firm. If you hold your shares in street name and you do not receive a

16-digit

control number, you may need to log in to your bank or brokerage firm’s website and select the shareholder
communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. The use of video, still photography or audio recording at the EQRx special meeting is
not permitted. If you have any questions about the mergers or how to vote or direct a vote in respect of your shares of EQRx common stock, you may contact our proxy solicitor, MacKenzie Partners, Inc., at



1-800-322-2885



toll free in North America, or at



1-212-929-5500



outside of North America or by

e-mail

at proxy@mackenziepartners.com.




By Order of the Board of Directors of EQRx, Inc.














/s/ Melanie Nallicheri




Melanie Nallicheri




President, Chief Executive Officer
and Director





Cambridge, Massachusetts



September 29, 2023








Your vote is important. EQRx stockholders are requested to complete, date, sign and return the enclosed
proxy card in the envelope provided, which requires no postage if mailed in the United States, or to submit a proxy to vote your shares electronically through the Internet or by telephone.






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REFERENCES TO ADDITIONAL INFORMATION



This joint proxy statement/prospectus incorporates important business and financial information about Revolution Medicines, Inc., which is
referred to as Revolution Medicines, and EQRx, Inc., which is referred to as EQRx, from other documents that Revolution Medicines and EQRx have filed with the U.S. Securities and Exchange Commission, which is referred to as the SEC, and that are
contained in or incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section titled “

Where You Can Find More
Information

” of this joint proxy statement/prospectus. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.



Any person may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint
proxy statement/prospectus or other information concerning Revolution Medicines or EQRx, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:





























For Revolution Medicines stockholders:



Revolution Medicines, Inc.



700 Saginaw Drive



Redwood City, California 94063



Attention: Secretary





For EQRx stockholders:



EQRx, Inc.



50 Hampshire Street



Cambridge, Massachusetts 02141



(617) 315-2255



Attention: Corporate Secretary






Morrow Sodali LLC



509 Madison Avenue



12th Floor



New York, New York 10022



Email: RVMD@info.morrowsodali.com





MacKenzie Partners, Inc.



1407 Broadway, 27th
Floor



New York, New York 10018



Email:
proxy@mackenziepartners.com



Call Toll-Free:



1-800-322-2885







In order for you to receive timely delivery of the documents in advance of the special meeting of
Revolution Medicines stockholders to be held on November 8, 2023, which is referred to as the Revolution Medicines special meeting, or the special meeting of EQRx stockholders to be held on November 8, 2023, which is referred to as the EQRx special
meeting, as applicable, you must request the information no later than seven calendar days prior to the applicable special meeting.



The contents of the websites of the SEC, Revolution Medicines, EQRx or any other entity are not being incorporated into this joint proxy
statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.





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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS



This document, which forms part of a registration statement on Form

S-4

filed with the SEC by
Revolution Medicines, constitutes a prospectus of Revolution Medicines under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock of Revolution Medicines to
be issued to EQRx equityholders pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (as it may be amended from time to time), by and among Revolution Medicines, EQRx, Merger Sub I and Merger Sub II, which is referred to as
the merger agreement. This document also constitutes a joint proxy statement of Revolution Medicines and EQRx under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes
a notice of meeting with respect to the Revolution Medicines special meeting and a notice of meeting with respect to the EQRx special meeting.



Revolution Medicines has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating
to Revolution Medicines, and EQRx has supplied all such information relating to EQRx. Revolution Medicines and EQRx have both contributed to the information related to the mergers contained in this joint proxy statement/prospectus.



You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Revolution
Medicines and EQRx have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated September
29, 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.



Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any
date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Revolution Medicines stockholders or EQRx stockholders nor the issuance by Revolution Medicines of shares of its common stock
pursuant to the merger agreement will create any implication to the contrary.




This joint proxy statement/prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.



Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:













•



“business day” refers to any day other than a Saturday, a Sunday or a day on which commercial banking
institutions in New York, New York are authorized or required by law or executive order to close;














•



“Code” refers to the Internal Revenue Code of 1986, as amended;














•



“DGCL” refers to the General Corporation Law of the State of Delaware, as amended;














•



“DLLCA” refers to the Delaware Limited Liability Company Act, as amended;














•




“earn-out

RSUs” refers to EQRx RSUs that were granted in
connection with the EQRx DeSPAC that would have been eligible to vest if certain stock price targets had been achieved;














•




“earn-out

waiver and release agreement” refers to the Waiver
and Release, dated July 31, 2023, by and among EQRx, Inc., EQRx International, Inc., and each Waiving Stockholder, as defined therein;














•



“effective time” refers to the date and time when the first merger becomes effective under the DGCL,
which will be the time of the filing of the certificate of merger with respect to the first merger with the Secretary of State of the State of Delaware or such later time as may be designated jointly by Revolution Medicines and EQRx and specified in
the first certificate of merger;






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•



“end date” refers to 12:00 a.m., Eastern Time, on January 31, 2024;














•



“EQRx” refers to EQRx, Inc., a Delaware corporation, which was known as CM Life Sciences III Inc. prior
to consummation of the EQRx DeSPAC;














•



“EQRx adjournment proposal” refers to the proposal for EQRx stockholders to approve the adjournment of
the EQRx special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the EQRx special meeting to approve the EQRx merger agreement proposal;














•



“EQRx board of directors” refers to the board of directors of EQRx;














•



“EQRx board recommendation” refers to the recommendation of the EQRx board of directors that EQRx
stockholders vote to adopt the EQRx merger agreement;














•



“EQRx

by-laws”

refers to the amended and restated

by-laws

of EQRx;














•



“EQRx charter” refers to the second amended and restated certificate of incorporation of EQRx;














•



“EQRx common stock” refers to the common stock, par value $0.0001 per share, of EQRx;














•



“EQRx compensation proposal” refers to the proposal for EQRx stockholders 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;














•



“EQRx DeSPAC” refers to the transactions completed on December 2, 2021, pursuant to which Legacy
EQRx merged with a subsidiary of CM Life Sciences III Inc.;














•



“EQRx ESPP” refers to the EQRx, Inc. 2021 Employee Stock Purchase Plan;














•



“EQRx merger agreement proposal” refers to the proposal for EQRx Stockholders to adopt the Merger
Agreement;














•



“EQRx option” refers to an option to purchase EQRx common stock;














•



“EQRx record date” refers to September 26, 2023;














•



“EQRx restricted stock” refers to EQRx common stock that is subject to vesting;














•



“EQRx RSU” refers to a restricted stock unit granted by EQRx, each of which constitutes the right to be
issued a share of EQRx common stock after vesting;














•



“EQRx special meeting” refers to the special meeting of EQRx stockholders to consider and vote upon the
EQRx merger agreement proposal, the EQRx compensation proposal and the EQRx adjournment proposal;














•



“EQRx stockholders” refers to holders of EQRx common stock;














•



“EQRx supporting stockholders” refers to certain EQRx directors, executive officers and significant
stockholders of EQRx who entered into an EQRx voting agreement with Revolution Medicines;














•



“EQRx transaction committee” refers to the transaction committee of the EQRx board of directors;














•



“EQRx voting agreement” refers to the voting agreement entered into by Revolution Medicines and the
EQRx supporting stockholders;














•



“EQRx warrant” refers to each outstanding and unexercised warrant to purchase shares of EQRx common
stock;














•



“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;














•



“Exchange Agent” refers to Equiniti Trust Company, LLC;






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•



“exchange ratio” refers the ratio determined by dividing (i) the aggregate number of shares of
Revolution Medicines common stock to be issued as merger consideration (as described below) by (ii) the number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in accordance with the merger
agreement, with the exchange ratio numerator (i.e., the aggregate number of shares of Revolution Medicines common stock to be issued as merger consideration) to be equal to the sum (rounded to the nearest whole share) of (i) 7,692,308 shares of
Revolution Medicines common stock plus (ii) an additional number of shares of Revolution Medicines common stock, which will be determined prior to the EQRx special meeting, by dividing (a) $870,000,000 by (b) (1) the daily volume weighted
average closing price of one share of Revolution Medicines common stock, for each of the five consecutive trading days ending on and including the date that is the sixth business day prior to the EQRx special meeting date, multiplied by (2) 0.94;














•



“excluded EQRx shares” refers to (i) any shares of EQRx common stock owned by any wholly owned
subsidiary of EQRx immediately prior to the effective time (or held in EQRx’s treasury) or (ii) any shares of EQRx common stock owned by Revolution Medicines, Merger Sub I, Merger Sub II or any other wholly owned subsidiary of Revolution
Medicines immediately prior to effective time;














•



“first merger” refers to the merger of Merger Sub I with and into EQRx, with EQRx as the surviving
corporation in the merger and continuing as a wholly owned subsidiary of Revolution Medicines;














•



“GAAP” refers to U.S. generally accepted accounting principles;














•



“Goldman Sachs” refers to Goldman Sachs & Co. LLC, financial advisor to EQRx in connection
with the merger;














•



“Guggenheim” refers to Guggenheim Securities, LLC, financial advisor to Revolution Medicines in
connection with the merger;














•



“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;














•





“in-the-money


EQRx
option” refers to an EQRx option that has an exercise price per share that is less than the product (rounded down to the nearest whole cent) of the

pre-EQRx

special meeting VWAP multiplied by the exchange
ratio;














•



“Legacy EQRx” refers to EQRx International, Inc. (formerly known as EQRx, Inc.), a Delaware
corporation, which became a wholly owned subsidiary of EQRx in connection with the consummation of the EQRx DeSPAC;














•



“mergers” refers to the first merger and second merger, collectively;














•



“merger agreement” refers to the Agreement and Plan of Merger, dated as of July 31, 2023, as it
may be amended from time to time, by and among Revolution Medicines, EQRx, Merger Sub I and Merger Sub II;














•



“Merger Sub I” refers to Equinox Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Revolution Medicines, formed for the purpose of effecting the mergers;














•



“Merger Sub II” refers to Equinox Merger Sub II LLC, a Delaware limited liability company and a direct,
wholly owned subsidiary of Revolution Medicines, formed for the purpose of effecting the mergers;














•



“MTS” refers to MTS Health Partners, L.P., financial advisor to EQRx in connection with the mergers;














•



“MTS Securities” refers to MTS Securities, LLC, an affiliate of MTS;














•



“Nasdaq Global” refers to the Nasdaq Global Market;














•



“Nasdaq Select” refers to the Nasdaq Global Select Market;














•



“Nasdaq” refers to the Nasdaq Stock Market, LLC;






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•




“pre-EQRx

special meeting VWAP” refers to the daily volume
weighted average closing price of one share of Revolution Medicines common stock on the Nasdaq Select, as such daily volume weighted average closing price is reported by Bloomberg L.P., calculated to four decimal places and determined without regard
to after-hours trading or any other trading outside of the regular trading session trading hours, for each of the five consecutive trading days ending on and including the date that is the sixth business day prior to the scheduled EQRx special
meeting date;














•



“required EQRx stockholder approval” refers to the affirmative vote of the holders of a majority of the
outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting in favor of the adoption of the merger agreement;














•



“required Revolution Medicines stockholder approval” refers to the affirmative vote of the holders of a
majority of the shares of Revolution Medicines common stock present in person or by proxy and voted at the Revolution Medicines special meeting in favor of the approval of the issuance of the Revolution Medicines common stock pursuant to the merger
agreement for the purpose of approving such issuance under Nasdaq Listing Rule 5635;














•



“Revolution Medicines” refers to Revolution Medicines, Inc., a Delaware corporation;














•



“Revolution Medicines adjournment proposal” refers to the proposal for Revolution Medicines
stockholders to approve the adjournment of the Revolution Medicines special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Revolution Medicines special meeting to approve the
Revolution Medicines share issuance proposal;














•



“Revolution Medicines board of directors” refers to the board of directors of Revolution Medicines;














•



“Revolution Medicines board recommendation” refers to the recommendation of the Revolution Medicines
board of directors that Revolution Medicines stockholders vote to approve the issuance of shares of Revolution Medicines common stock in the first merger;














•



“Revolution Medicines bylaws” refers to the bylaws of Revolution Medicines;














•



“Revolution Medicines charter” refers to the certificate of incorporation of Revolution Medicines;














•



“Revolution Medicines common stock” refers to the common stock, par value $0.0001 per share, of
Revolution Medicines;














•



“Revolution Medicines record date” refers to September 26, 2023;














•



“Revolution Medicines share issuance proposal” refers to the proposal for Revolution Medicines
stockholders to approve the issuance of shares of Revolution Medicines common stock to EQRx securityholders in connection with the mergers;














•



“Revolution Medicines special meeting” refers to the special meeting of Revolution Medicines
stockholders to consider and vote upon the Revolution Medicines share issuance proposal and the Revolution Medicines adjournment proposal;














•



“Revolution Medicines special meeting website” refers to the website that Revolution Medicines
stockholders can visit to attend and vote at the Revolution Medicines special meeting, accessible at the following web address: www.virtualshareholdermeeting.com/RVMD2023SM;














•



“Revolution Medicines stockholders” refers to holders of Revolution Medicines common stock;














•



“Revolution Medicines supporting stockholders” refers to certain Revolution Medicines directors and
executive officers (and significant stockholders) who entered into a voting agreement with EQRx;














•



“Revolution Medicines transaction committee” refers to the transaction committee of the Revolution
Medicines board of directors;














•



“Revolution Medicines voting agreement” refers to the voting agreement entered into by EQRx and the
Revolution Medicines supporting stockholders;






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•



“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002, as amended;














•



“scheduled EQRx special meeting date” refers to the date of the EQRx special meeting set forth in the
notice of meeting included in the definitive form of this joint proxy statement/prospectus, when filed;














•



“SEC” refers to the U.S. Securities and Exchange Commission;














•



“second effective time” refers to the date and time when the second merger becomes effective under the
DGCL and the DLLCA, which will be the time of the filing of the certificate of merger with respect to the second merger with the Secretary of State of the State of Delaware or such later time as may be designated jointly by Revolution Medicines and
EQRx and specified in the second certificate of merger;














•



“second merger” refers to the merger of EQRx with and into Merger Sub II, with Merger Sub II as the
surviving company in the merger and continuing as a wholly owned subsidiary of Revolution Medicines; and














•



“Securities Act” refers to the Securities Act of 1933, as amended.






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TABLE OF CONTENTS



























































































































































































































































Page





REFERENCES TO ADDITIONAL INFORMATION





v




ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS





vi




QUESTIONS AND ANSWERS





1




SUMMARY





17




RISK FACTORS





37




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





46




THE PARTIES TO THE MERGERS





49




THE REVOLUTION MEDICINES SPECIAL MEETING





51




REVOLUTION MEDICINES PROPOSAL #1: REVOLUTION MEDICINES SHARE ISSUANCE PROPOSAL





57




REVOLUTION MEDICINES PROPOSAL #2: REVOLUTION MEDICINES ADJOURNMENT PROPOSAL





59




THE EQRX SPECIAL MEETING





60




EQRX PROPOSAL #1: EQRX MERGER AGREEMENT PROPOSAL





67




EQRX PROPOSAL #2: EQRX COMPENSATION PROPOSAL





68




EQRX PROPOSAL #3: EQRX ADJOURNMENT PROPOSAL





69




THE MERGERS





70




THE MERGER AGREEMENT





130




THE ANCILLARY AGREEMENTS





160




U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS





165




UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION





169




COMPARISON OF STOCKHOLDERS’ RIGHTS





183




LEGAL MATTERS





191




EXPERTS





192




CERTAIN BENEFICIAL OWNERS OF REVOLUTION MEDICINES COMMON
STOCK





193




CERTAIN BENEFICIAL OWNERS OF EQRX COMMON STOCK





197




STOCKHOLDER PROPOSALS





200




HOUSEHOLDING OF PROXY MATERIALS





201




WHERE YOU CAN FIND MORE INFORMATION





202




Annex A: Agreement and Plan of Merger





A-1




Annex B: Opinion of MTS Securities, LLC





B-1




Annex C: Form of Voting Agreement with Revolution Medicines,
Inc.





C-1




Annex D: Form of Voting Agreement with EQRx, Inc.





D-1




Annex E: Form of Lock-up Agreement with Revolution Medicines,
Inc.





E-1





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QUESTIONS AND ANSWERS




The following are some questions that you, as a stockholder of Revolution Medicines or as a stockholder of EQRx, may have regarding the
mergers and the other matters being considered at the special meeting of Revolution Medicines’ stockholders, and brief answers to those questions. You are urged to carefully read this joint proxy statement/prospectus and the other documents
referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and
the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section
titled “



Where You Can Find More Information



” of this joint proxy statement/prospectus.











Q:




Why am I receiving this joint proxy statement/prospectus?











A:


You are receiving this joint proxy statement/prospectus because EQRx and Revolution Medicines have agreed to
combine their companies through a series of mergers, whereby (i) Merger Sub I will merge with and into EQRx, with EQRx surviving the first merger as a direct, wholly owned subsidiary of Revolution Medicines, and (ii) as soon as practicable
after the first merger and as the second step in a single integrated transaction with the first merger, EQRx will merge with and into Merger Sub II, resulting in Merger Sub II surviving as a direct, wholly owned subsidiary of Revolution Medicines.
The Agreement and Plan of Merger, dated as of July 31, 2023 (as it may be amended from time to time), which is referred to as the merger agreement, governs the terms of the mergers, and is attached to this joint proxy statement/prospectus as

Annex A

.




In order to complete the mergers, among other things:













•



Revolution Medicines stockholders must approve the issuance of shares of Revolution Medicines common stock
(including securities convertible into or exercisable for shares of Revolution Medicines common stock) in connection with the mergers, which is referred to as the Revolution Medicines share issuance proposal; and














•



EQRx stockholders must adopt the merger agreement in accordance with the DGCL, which is referred to as the EQRx
merger agreement proposal.




Revolution Medicines is holding a special meeting of its stockholders to obtain approval of
the Revolution Medicines share issuance proposal. Revolution Medicines stockholders will also be asked to approve the proposal to adjourn the Revolution Medicines special meeting to solicit additional proxies if there are not sufficient votes at the
time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal, which proposal is referred to as the Revolution Medicines adjournment proposal.



EQRx is holding a special meeting of its stockholders to obtain approval of the EQRx merger agreement proposal. EQRx stockholders will also be
asked to approve (i) 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, which proposal is referred to as the EQRx compensation proposal and (ii) the proposal to adjourn the EQRx special meeting to solicit additional proxies if there are not sufficient votes at the time of the
EQRx special meeting to approve the EQRx merger agreement proposal, which proposal is referred to as the EQRx adjournment proposal.



Your
vote is very important, regardless of the number of shares that you own. The approval of the Revolution Medicines share issuance proposal and the approval of the EQRx merger agreement proposal are conditions to the obligations of Revolution
Medicines and EQRx to complete the mergers. The approvals of the EQRx compensation proposal, the Revolution Medicines adjournment proposal or the EQRx adjournment proposal are not conditions to the obligations of Revolution Medicines or EQRx to
complete the mergers.





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Q:




When and where will each of the special meetings take place?











A:


The Revolution Medicines special meeting will be held completely virtually on the Revolution Medicines special
meeting website, at www.virtualshareholdermeeting.com/RVMD2023SM, on November 8, 2023 at 8:00 a.m., Pacific Time.




To
participate in the Revolution Medicines special meeting, you will need the

16-digit

control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast
will begin promptly at 8:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online

check-in

will begin at 7:45 a.m., Pacific Time, and you should allow ample time for

check-in

procedures. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. If you lose your

16-digit

control number, you may join the Revolution Medicines special meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the Revolution
Medicines record date.



The EQRx special meeting will be held completely virtually on the EQRx special meeting website, at
www.virtualshareholdermeeting.com/EQRX2023SM, on November 8, 2023 at 11:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online

check-in

will begin at 10:45 a.m.,
Eastern Time, and you should allow ample time for

check-in

procedures. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction form provided by your
bank or brokerage firm. If you lose your

16-digit

control number, you may join the EQRx special meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of
stockholders as of the EQRx record date.



If you choose to vote your shares electronically at your respective company’s special
meeting, please bring required documentation in accordance with the section titled “

The Revolution Medicines Special Meeting—Attending the Revolution Medicines Special Meeting

” of this joint proxy statement/prospectus, with
respect to the Revolution Medicines special meeting, and the section titled “

The EQRx Special Meeting—Attending the EQRx Special Meeting

” of this joint proxy statement/prospectus, with respect to the EQRx special meeting. The
use of video, still photography or audio recording at either the Revolution Medicines special meeting or the EQRx special meeting is not permitted.



Even if you plan to virtually attend your company’s special meeting, Revolution Medicines and EQRx recommend that you vote your shares in
advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.











Q:




Does my vote matter?











A:


Yes, your vote is very important, regardless of the number of shares that you own. The mergers cannot be
completed unless EQRx stockholders adopt the merger agreement and Revolution Medicines stockholders approve the Revolution Medicines share issuance proposal.




For Revolution Medicines stockholders, if you do not return or submit your proxy or vote at the Revolution Medicines special meeting as
provided in this joint proxy statement/prospectus, it will have no effect on the Revolution Medicines share issuance proposal or the Revolution Medicines adjournment proposal. The Revolution Medicines board of directors recommends that you vote
“

FOR

” the Revolution Medicines share issuance proposal and “

FOR

” the Revolution Medicines adjournment proposal.



For EQRx stockholders, if you do not return or submit your proxy or vote at the EQRx special meeting as provided in this joint proxy
statement/prospectus, the effect will be the same as a vote “

AGAINST

” the EQRx merger agreement proposal, and will have no effect on the EQRx compensation proposal or the EQRx adjournment proposal. The EQRx board of directors
recommends that you vote “

FOR

” the EQRx merger agreement proposal, “

FOR

” the EQRx compensation proposal and “

FOR

” the EQRx adjournment proposal.





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Q:




What will I receive if the mergers are completed?











A:


If the mergers are completed, each share of EQRx common stock issued and outstanding immediately prior to the
effective time (other than excluded EQRx shares) will be converted into the right to receive a number of shares of Revolution Medicines common stock as determined by the exchange ratio. Each EQRx stockholder will receive cash for any fractional
shares of Revolution Medicines common stock that such stockholder would otherwise receive in the first merger. Any cash amounts to be received by an EQRx stockholder in respect of fractional shares shall be equal to the product of (i) the
aggregate proceeds from the sale by Equiniti Trust Company, LLC, which is referred to as the Exchange Agent, of the excess shares and (ii) a fraction, the numerator of which is the amount of the fractional share interest to which such holder of
EQRx common stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of EQRx common stock would otherwise be entitled, without interest, subject to withholding taxes.
As referred to in this joint proxy statement/prospectus, the effective time means the date and time when the certificate of merger for the first merger has been duly filed with the Secretary of State of the State of Delaware, or such other date and
time as may be agreed by Revolution Medicines and EQRx and specified in the certificate of merger for the first merger.




The market price of shares of Revolution Medicines common stock that EQRx stockholders receive after the mergers are completed could be greater
than, less than or the same as the market price of shares of Revolution Medicines common stock on the date of this joint proxy statement/prospectus or at the time of the special meetings. Accordingly, EQRx stockholders should obtain current market
quotations for Revolution Medicines common stock and EQRx common stock before deciding how to vote with respect to the adoption of the merger agreement. Revolution Medicines common stock is traded on the Nasdaq Select under the symbol
“RVMD” and EQRx common stock is traded on the Nasdaq Global under the symbol “EQRX.” Shares of common stock issued as merger consideration are expected to trade on the Nasdaq Select under the symbol “RVMD.”



For more information regarding the merger consideration to be received by EQRx equityholders if the mergers are completed, see the section
titled “

The Merger Agreement—Merger Consideration

” of this joint proxy statement/prospectus.











Q:




When will the exchange ratio be determined?











A:


The exchange ratio will be calculated promptly following the determination of the

pre-EQRx

special meeting VWAP, which will be known following the closing of the Nasdaq Select market on the sixth business day prior to the scheduled EQRx special meeting date as set forth in the notice of meeting
included in the definitive form of this joint proxy statement/prospectus. EQRx and Revolution Medicines will publicly disclose the exchange ratio pursuant to a press release and/or the filing of Current Reports on

Form 8-K

with the SEC. See the section titled “

Where You Can Find More Information

” of this joint proxy statement/prospectus.












Q:




Will EQRx equity awards be affected by the mergers?











A:






The vesting and exercisability of each EQRx option and the vesting of each share of EQRx restricted
stock will be accelerated in full as of immediately prior to the effective time. Prior to the effective time, each holder of EQRx options will be provided the opportunity to exercise the holder’s EQRx options, whether or not vested, for a
period determined by the EQRx board of directors that ends on or prior to the tenth business day prior to the scheduled EQRx special meeting date, provided that the exercise of any unvested EQRx option that will vest as described in this paragraph
will be conditioned on the occurrence of the effective time. EQRx must take all actions necessary to prohibit exercise of EQRx options after the tenth business day prior to the EQRx special meeting date.






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At the effective time:













•



each


in-the-money


EQRx option
will be cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock based on the exchange ratio after taking into account the exercise price (all EQRx options that do not constitute


in-the-money


EQRx options will be terminated at the effective time for no consideration);














•



each EQRx RSU (other than

earn-out

RSUs) outstanding immediately prior to
the effective time, whether or not vested, will be cancelled and converted into the right to receive shares of Revolution Medicines common stock based on the exchange ratio

(earn-out

RSUs will be cancelled as
of the closing of the mergers for no consideration); and














•



each outstanding share of EQRx restricted stock that is accelerated in full immediately prior to the effective
time will be treated the same as all other outstanding shares of EQRx common stock under the merger agreement.




The
amount of any required withholding (as described further in “

The Merger Agreement

—

Withholding Rights

”) with respect to


in-the-money


EQRx
options, EQRx RSUs and shares of EQRx restricted stock that are converted into shares of Revolution Medicines common stock at the effective time will be satisfied by selling shares of Revolution Medicines common stock and remitting the proceeds to
the proper taxing authorities through Revolution Medicines.











Q:




What will happen to the EQRx Employee Stock Purchase Plan?











A:


There are currently no offerings outstanding under the EQRx ESPP, and no new offerings will commence under the
EQRx ESPP. The EQRx ESPP will terminate on the last business day prior to the effective date.












Q:




Will EQRx warrants be affected by the mergers?











A:


At the effective time, each outstanding and unexercised warrant to purchase shares of EQRx common stock, or an
EQRx warrant, which is referred to as an EQRx warrant, that is outstanding and unexercised immediately prior to the effective time will, in accordance with its terms, automatically cease to represent a warrant exercisable for EQRx common stock and
will become a warrant exercisable for the merger consideration that the holder of such EQRx warrant would have received if such EQRx warrant had been exercised immediately prior to the effective time. For the avoidance of doubt, no holder of an EQRx
warrant will be entitled to receive any merger consideration in exchange for such EQRx warrant.












Q:




What respective equity stakes will Revolution Medicines stockholders and EQRx stockholders hold in the
combined company immediately following the mergers?











A:


Based on the number of shares of EQRx and Revolution Medicines common stock outstanding as of September 15,
2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, and assuming that the exchange ratio is 0.0734, as determined based on the volume-weighted average closing price per share of Revolution Medicines common
stock for the five trading days ending on and including September 15, 2023, the holders of shares of Revolution Medicines common stock as of immediately prior to the completion of the first merger would hold, in the aggregate, approximately 76.2% of
the issued and outstanding shares of common stock of the combined company (based on fully diluted shares outstanding of the combined company including equity awards (using the treasury stock method) and excluding earn-out shares) following the
completion of the mergers, and holders of shares of EQRx common stock as of immediately prior to the completion of the first merger would hold, in the aggregate, approximately 23.8% of the issued and outstanding shares of common stock of the
combined company (based on fully diluted shares outstanding of the combined company including equity awards (using the treasury stock method) and excluding earn-out shares) following the completion of the mergers.






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Q:




How does the Revolution Medicines board of directors recommend that I vote at the Revolution Medicines
special meeting?











A:


The Revolution Medicines board of directors recommends that you vote “

FOR

” the Revolution
Medicines share issuance proposal and “

FOR

” the Revolution Medicines adjournment proposal.












Q:




How does the EQRx board of directors recommend that I vote at the EQRx special meeting?











A:


The EQRx board of directors recommends that you vote “

FOR

” the EQRx merger agreement proposal,
“

FOR

” the EQRx compensation proposal and “

FOR

” the EQRx adjournment proposal.




In
considering the recommendations of the EQRx board of directors, EQRx stockholders should be aware that EQRx directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as EQRx
stockholders. These interests may include, among others, accelerated vesting of outstanding EQRx equity awards and payment of severance benefits. For a more complete description of these interests, see the information provided in the section titled
“

The Mergers

—

Interests of


EQRx’s Directors and Executive Officers in the Mergers

” of this joint proxy statement/prospectus.











Q:




Who is entitled to vote at the Revolution Medicines special meeting?











A:


The Revolution Medicines record date is September 26, 2023. All holders of shares of Revolution Medicines
common stock who held shares at the close of business on the Revolution Medicines record date are entitled to receive notice of, and to vote at, the Revolution Medicines special meeting and all adjournments thereof (if any). Each such holder of
Revolution Medicines common stock is entitled to cast one vote on each matter properly brought before the Revolution Medicines special meeting for each share of Revolution Medicines common stock that such holder owned of record as of the Revolution
Medicines record date. The Revolution Medicines special meeting will be completely virtual and attendance at the special meeting is not required to vote. See below and the section titled “

The Revolution Medicines Special Meeting—Methods
of Voting

” of this joint proxy statement/prospectus for instructions on how to vote your shares without attending the Revolution Medicines special meeting.












Q:




Who is entitled to vote at the EQRx special meeting?











A:


The EQRx record date is September 26, 2023. All holders of shares of EQRx common stock who held shares at the
close of business on the EQRx record date are entitled to receive notice of, and to vote at, the EQRx special meeting and any adjournments or postponements thereof. Each such holder of EQRx common stock is entitled to cast one vote on each matter
properly brought before the EQRx special meeting for each share of EQRx common stock that such holder owned of record as of the EQRx record date. The EQRx special meeting will be completely virtual and attendance at the special meeting is not
required to vote. See below and the section titled “

The EQRx Special Meeting—Methods of Voting

” of this joint proxy statement/prospectus for instructions on how to vote your shares without attending the EQRx special meeting.












Q:




What is a proxy?











A:


A stockholder’s legal designation of another person to vote such stockholder’s shares of common stock
at a special meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of Revolution Medicines common stock or EQRx common stock, as applicable, is referred to as a proxy card.












Q:




How many votes do I have for the Revolution Medicines special meeting?











A:


Each Revolution Medicines stockholder is entitled to one vote for each share of Revolution Medicines common
stock held of record as of the close of business on the Revolution Medicines record date on each proposal presented at the Revolution Medicines special meeting. As of the close of business on the Revolution Medicines record date, there were
109,448,831 outstanding shares of Revolution Medicines common stock.






5










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Q:




How many votes do I have for the EQRx special meeting?











A:


Each EQRx stockholder is entitled to one vote for each share of EQRx common stock held of record as of the
close of business on the EQRx record date on each proposal presented at the EQRx special meeting. As of the close of business on the EQRx record date, there were 537,575,811 outstanding shares of EQRx common stock.












Q:




What constitutes a quorum for the Revolution Medicines special meeting?











A:


The holders of a majority in voting power of the shares of Revolution Medicines common stock issued and
outstanding and entitled to vote at the Revolution Medicines special meeting must be represented at the Revolution Medicines special meeting virtually via the Revolution Medicines special meeting website, by remote communication or by proxy in order
to constitute a quorum. On the Revolution Medicines record date, there were 109,448,831 shares of Revolution Medicines common stock outstanding and entitled to vote. Thus, the holders of 54,724,416 shares must be present or represented by proxy at
the Revolution Medicines special meeting to establish a quorum.












Q:




What constitutes a quorum for the EQRx special meeting?











A:


A quorum will be present if stockholders holding at least a majority of the outstanding shares of EQRx common
stock entitled to vote are present at the EQRx special meeting or represented by proxy. On the EQRx record date, there were 537,575,811 shares of EQRx common stock outstanding and entitled to vote. Thus, the holders of 268,787,906 shares must be
present or represented by proxy at the EQRx special meeting to establish a quorum.












Q:




Where will the Revolution Medicines common stock that I receive in the mergers be publicly traded?











A:


The shares of Revolution Medicines common stock to be issued to EQRx equityholders in the mergers will be
listed for trading on the Nasdaq Select under the symbol “RVMD.”












Q:




What is a “broker

non-vote”?












A:


Broker

non-votes

occur when a beneficial owner of shares held in
“street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed

“non-routine.”

Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be
“routine,” but not with respect to

“non-routine”

matters. In the event that a broker or other record holder of common stock indicates on a proxy that it does not have discretionary
authority to vote certain shares on a particular proposal, then those shares will be treated as broker

non-votes

with respect to that proposal. Accordingly, if you own shares through a nominee, such as a
broker, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.












Q:




Which proposals are considered “routine” or

“non-routine”?












A:


None of the proposals currently scheduled to be voted on at either the Revolution Medicines special meeting or
the EQRx special meeting are routine matters for which brokers may have discretionary authority to vote. Accordingly, it is not expected that there will be any broker non-votes.












Q:




What stockholder vote is required for the approval of each proposal at the Revolution Medicines special
meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Revolution Medicines special meeting?











A:



Revolution Medicines Proposal # 1: Revolution Medicines Share Issuance Proposal

. Assuming a quorum is
present at the Revolution Medicines special meeting, the approval of the share issuance by Revolution






6










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Medicines stockholders requires the affirmative vote of the holders of a majority in voting power of the votes cast at the Revolution Medicines special meeting on the Revolution Medicines share
issuance proposal. Accordingly, a Revolution Medicines stockholder’s abstention from voting, a broker

non-vote

or the failure of a Revolution Medicines stockholder not present at the meeting to vote will
have no effect on the Revolution Medicines share issuance proposal.



Revolution Medicines Proposal # 2: Revolution
Medicines Adjournment Proposal

. The Revolution Medicines special meeting may be adjourned to solicit additional proxies if there are not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines
share issuance proposal, with the affirmative vote of the holders of a majority of the votes cast for and against the Revolution Medicines adjournment proposal. Accordingly, a Revolution Medicines stockholder’s abstention from voting, a broker

non-vote

or the failure of a Revolution Medicines stockholder not present at the meeting to vote will have no effect on the Revolution Medicines adjournment proposal.











Q:




What stockholder vote is required for the approval of each proposal at the EQRx special meeting? What will
happen if I fail to vote or abstain from voting on each proposal at the EQRx special meeting?











A:



EQRx Proposal #1: EQRx Merger Agreement Proposal

. Assuming a quorum is present at the EQRx special
meeting, the approval of the EQRx merger agreement proposal by EQRx stockholders requires the affirmative vote of the holders of a majority of the outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting. Accordingly, an
EQRx stockholder’s abstention from voting, a broker

non-vote

or the failure of an EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in “street name” through
a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have the same effect as votes cast “

AGAINST

” the EQRx merger agreement proposal.





EQRx Proposal #2: EQRx Compensation Proposal

. Assuming a quorum is present at the EQRx special meeting, the approval, on a

non-binding,

advisory basis, of 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,
requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx compensation proposal. Accordingly, an EQRx stockholder’s abstention from voting, a broker

non-vote

or the failure of an EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting
instructions to that bank, broker or other nominee) will have no effect on the EQRx compensation proposal.




EQRx Proposal #3: EQRx
Adjournment Proposal.

The EQRx special meeting may be adjourned to solicit additional proxies if there are not sufficient votes at the time of the EQRx special meeting to approve the EQRx merger agreement proposal, with the affirmative vote of
the holders of a majority of the votes cast for and against the EQRx adjournment proposal. Accordingly, an EQRx stockholder’s abstention from voting, a broker

non-vote

or the failure of an EQRx
stockholder to vote (including the failure of an EQRx stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the EQRx
adjournment proposal.











Q:




Are there any stockholders who have already committed to voting in favor of any of the proposals?




Yes. Contemporaneously with the execution of the merger agreement, Revolution Medicines entered into voting
agreements with certain EQRx directors, executive officers and significant stockholders who held, as of July 31, 2023, more than 40% of the voting shares of EQRx, and EQRx entered into voting agreements with certain Revolution Medicines
directors, executive officers and significant stockholders who held, as of July 31, 2023, approximately 8% of the voting shares of Revolution Medicines.



Pursuant to the EQRx voting agreements, each supporting EQRx stockholder has agreed, among other things, to vote its shares of EQRx common
stock (i) in favor of the adoption of the merger agreement, and





7










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(ii) against (x) any action or agreement that would reasonably be expected to result in EQRx not being able to fulfill any of its closing conditions, as required by the merger agreement and
(y) any competing transaction proposal.



Pursuant to the Revolution Medicines voting agreements, each Revolution Medicines supporting
stockholder has agreed, among other things, to vote its shares of Revolution Medicines common stock (i) in favor of the Revolution Medicines share issuance proposal and (ii) against (x) any action or agreement that would reasonably be
expected to result in Revolution Medicines not being able to fulfill any of its closing conditions, as required by the merger agreement and (y) any competing transaction proposal.



Copies of the form of Revolution Medicines voting agreements and form of EQRx voting agreements are attached as Annex C and Annex D,
respectively, to this joint


proxy statement/prospectus. For a more complete summary of the voting agreements, see the sections titled “

The Ancillary Agreements—Revolution Medicines Voting Agreements

” and “

The
Ancillary Agreements—EQRx Voting Agreements

” of this joint proxy statement/prospectus.












Q:




Why am I being asked to consider and vote, by

non-binding,

advisory
vote, on the EQRx compensation proposal?











A:


Under SEC rules, EQRx is required to seek a

non-binding,

advisory vote
of its stockholders relating to the compensation that will or may be payable to EQRx’s named executive officers that is based on or otherwise relates to the mergers (also known as “golden parachute” compensation).












Q:




What happens if EQRx stockholders do not approve, by

non-binding,

advisory vote, the EQRx compensation proposal?











A:


Because the vote on the proposal to approve the EQRx compensation proposal is advisory in nature, the outcome
of the vote will not be binding upon EQRx or the combined company. Accordingly, the merger-related compensation, which is described under “

The Mergers

—

Interests of EQRx’s Directors and Executive Officers in the
Mergers

,” may be paid to EQRx’s named executive officers even if EQRx stockholders do not approve the EQRx compensation proposal.












Q:




What if I hold shares in both Revolution Medicines and EQRx?











A:


If you are both a Revolution Medicines stockholder and an EQRx stockholder, you will receive two separate
packages of proxy materials. A vote cast as a Revolution Medicines stockholder will not count as a vote cast as an EQRx stockholder, and a vote cast as an EQRx stockholder will not count as a vote cast as a Revolution Medicines stockholder.
Therefore, please submit separate proxies for your shares of Revolution Medicines common stock and your shares of EQRx common stock.












Q:




How can I vote my shares in person at my respective special meeting?











A:



Record Holders

. Shares held directly in your name as the stockholder of record may be voted
electronically at the Revolution Medicines special meeting or the EQRx special meeting, as applicable. If you choose to vote your shares electronically at the Revolution Medicines special meeting, you will need the 16-digit control number included
on your proxy card in accordance with the section titled “

The Revolution Medicines Special Meeting—Attending the Revolution Medicines Special Meeting

” of this joint proxy statement/prospectus. If you choose to vote your shares
electronically at the EQRx special meeting, you will need the 16-digit control number included on your proxy card in accordance with the section titled “

The EQRx Special Meeting—Attending the EQRx Special Meeting

” of this joint
proxy statement/prospectus.





Shares in “street name.”

With respect to either the Revolution Medicines
special meeting or the EQRx special meeting, if your shares are held in street name through a bank, broker or other nominee, you will





8










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receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to
stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the Revolution Medicines special meeting, you may visit
www.virtualshareholdermeeting.com/RVMD2023SM and enter the

16-digit

control number included in the voting instruction form provided to you by your bank or brokerage firm. If your shares are not registered in
your own name and you would like to vote your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the

16-digit

control number included in the voting
instruction form provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a

16-digit

control number, you may need to log in to your bank or brokerage
firm’s website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm.



Even if you plan to virtually attend the Revolution Medicines special meeting or the EQRx special meeting, Revolution Medicines and EQRx
recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting. The use of video, still photography or audio
recording is not permitted at either the Revolution Medicines special meeting or the EQRx special meeting.



Additional information on
attending the special meetings can be found in the section titled “

The Revolution Medicines Special Meeting

” on page 51 of this joint proxy statement/prospectus and in the section titled “

The EQRx Special Meeting

”
on page 60 of this joint proxy statement/prospectus.











Q:




What if during the

check-in

time or during the Revolution Medicines
special meeting I have technical difficulties or trouble accessing the virtual meeting website?











A:


We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual
meeting website for the Revolution Medicines special meeting. If you encounter any difficulties accessing the virtual meeting website during the

check-in

or meeting time for the Revolution Medicines special
meeting, please call the technical support number found on the Revolution Medicines special meeting website.












Q:




What if during the

check-in

time or during the EQRx special meeting
I have technical difficulties or trouble accessing the virtual meeting website?











A:


We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual
meeting website for the EQRx special meeting. If you encounter any difficulties accessing the virtual meeting website during the

check-in

or meeting time for the EQRx special meeting, please call the technical
support number found on the EQRx special meeting website.












Q:




How can I vote my shares without attending my respective special meeting?











A:


Whether you hold your shares directly as the stockholder of record of Revolution Medicines or EQRx or
beneficially in “street name,” you may direct your vote by proxy without attending the Revolution Medicines special meeting or the EQRx special meeting, as applicable. You can vote by proxy over the Internet, by telephone or by mail by
following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.




Additional information on voting procedures can be found under the section titled “

The Revolution Medicines
Special Meeting

” on page 51 of this joint proxy statement/prospectus and under the section titled “

The EQRx Special Meeting

” on page 60 of this joint proxy statement/prospectus.





9










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Q:




What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares
held in “street name?”











A:


If your shares of Revolution Medicines common stock are registered directly in your name with American Stock
Transfer & Trust Company, LLC, Revolution Medicines’ transfer agent, or if your shares of EQRx common stock are registered directly in your name with Continental Stock Transfer & Trust Company, N.A., EQRx’s transfer
agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy for your vote, directly to Revolution Medicines or EQRx, as applicable, or to a third
party to vote, at the respective special meeting.




If your shares of common stock in Revolution Medicines or EQRx are
held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank,
broker or other nominee will provide you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Revolution Medicines
special meeting or the EQRx special meeting, as applicable. If your shares are not registered in your own name and you would like to vote your shares at the Revolution Medicines special meeting, you may visit
www.virtualshareholdermeeting.com/RVMD2023SM and enter the

16-digit

control number included in the voting instruction form provided to you by your bank or brokerage firm. If your shares are not registered in
your own name and you would like to vote your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the

16-digit

control number included in the voting
instruction form provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a

16-digit

control number, you may need to log in to your bank or brokerage
firm’s website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm.











Q:




If my shares of Revolution Medicines common stock or EQRx common stock are held in “street name”
by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?











A:


In most cases, no. For all proposals, your bank, broker or other nominee will only be permitted to vote your
shares of Revolution Medicines common stock or EQRx common stock, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of
your shares. Under the rules of Nasdaq, banks, brokers and other nominees who hold shares of Revolution Medicines common stock or EQRx common stock in “street name” for their customers have authority to vote on “routine”
proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to

non-routine

matters.
All proposals currently scheduled to be considered and voted on at the EQRx special meeting are considered

non-routine.

As a result, absent specific instructions from the beneficial owner of such shares,
banks, brokers and other nominees are not empowered to vote such shares.




For Revolution Medicines stockholders, not
instructing your bank, broker or other nominee how you wish to vote your shares will have no effect on the Revolution Medicines share issuance proposal or the Revolution Medicines adjournment proposal.



For EQRx stockholders, not instructing your bank, broker or other nominee how you wish to vote your shares will have the same effect as a vote
“

AGAINST

” the EQRx merger agreement proposal, but will have no effect on the EQRx compensation proposal or the EQRx adjournment proposal.











Q:




What should I do if I receive more than one set of voting materials for the same special meeting?











A:


If you hold shares of Revolution Medicines common stock or EQRx common stock in “street name” and
also directly in your name as a stockholder of record or otherwise, or if you hold shares of Revolution






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Medicines common stock or EQRx common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.



Record Holders

. For shares held directly, please complete, sign, date and return each proxy card (or submit a proxy to cast your vote
over the Internet, or by telephone, as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Revolution Medicines common stock or EQRx
common stock are voted.




Shares in “street name.”

For shares held in “street name” through a bank, broker or
other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.











Q:




If a stockholder gives a proxy, how are the shares of Revolution Medicines common stock or EQRx common stock
voted?











A:


Regardless of the method by which you choose to vote, the individuals named on the enclosed proxy card will
vote your shares of Revolution Medicines common stock or EQRx common stock, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Revolution
Medicines common stock or EQRx common stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meetings.












Q:




How will my shares of Revolution Medicines common stock be voted if I return a blank proxy?











A:


If you are a stockholder of record and you sign, date and return your proxy and do not indicate how you want
your shares of Revolution Medicines common stock to be voted, then your shares of Revolution Medicines common stock will be voted “

FOR

” the Revolution Medicines share issuance proposal and “

FOR

” the Revolution
Medicines adjournment proposal.












Q:




How will my shares of EQRx common stock be voted if I return a blank proxy?











A:


If you are a stockholder of record and you sign, date and return your proxy and do not indicate how you want
your shares of EQRx common stock to be voted, then your shares of EQRx common stock will be voted “

FOR

” the EQRx merger agreement proposal, “

FOR

” the EQRx compensation proposal and “

FOR

” the EQRx
adjournment proposal.












Q:




Can I change my vote after I have submitted my proxy?











A:


Any Revolution Medicines or EQRx stockholder giving a proxy has the right to revoke it before the proxy is
voted at the applicable special meeting by doing any of the following:














•



subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) that is
received prior to the applicable special meeting (which should be received by the deadline specified on the accompanying proxy card in order to ensure that your proxy is counted);














•



giving written notice of your revocation to Revolution Medicines’ corporate secretary or EQRx’s
corporate secretary, as applicable; or














•



voting virtually at the Revolution Medicines special meeting via the Revolution Medicines special meeting website
or at the EQRX special meeting via the EQRx special meeting website, as applicable.




Execution or revocation of a proxy
will not in any way affect your right to attend the applicable special meeting and vote electronically at such special meeting. Attending the applicable special meeting will not, by itself, revoke a proxy.





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Written notices of revocation and other communications with respect to the revocation of
proxies should be addressed:




















if you are a Revolution Medicines stockholder, to:


Revolution Medicines, Inc.



700 Saginaw Drive



Redwood
City, California 94063


(650)

481-6801



Attention: Secretary






if you are an EQRx stockholder, to:



EQRx,
Inc.



50 Hampshire Street



Cambridge, Massachusetts 02139



(617)

315-2255



Attention:
Corporate Secretary




For more information, see the section titled “

The Revolution Medicines Special
Meeting—Revocability of Proxies

” of this joint proxy statement/prospectus and the section titled “

The EQRx Special Meeting—Revocability of Proxies

” of this joint proxy statement/prospectus, as applicable.











Q:




If I hold my shares in “street name,” can I change my voting instructions after I have submitted
voting instructions to my bank, broker or other nominee?











A:


If your shares are held in the name of a bank, broker or other nominee and you previously provided voting
instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.












Q:




Where can I find the voting results of the special meetings?











A:


The preliminary voting results for each special meeting will be announced at that special meeting. In addition,
within four business days after completion of its special meeting, each of Revolution Medicines and EQRx intends to file the final voting results of its respective special meeting with the SEC on a Current Report on Form

8-K.












Q:




If I do not favor the mergers, what are my rights?











A:


EQRx stockholders are not entitled to appraisal rights under the DGCL. For more information, see the section
titled “

The Merger Agreement—No Appraisal Rights

” of this joint proxy statement/prospectus. If they are not in favor of the mergers, Revolution Medicines stockholders may vote against the Revolution Medicines share issuance
proposal and EQRx stockholders may vote against the EQRx merger agreement proposal. Information about how Revolution Medicines stockholders may vote on the proposals being considered in connection with the mergers can be found under the section
titled “

The Revolution Medicines Special Meeting

” of this joint proxy statement/prospectus. Information about how EQRx stockholders may vote on the proposals being considered in connection with the mergers can be found under the
section titled “

The EQRx Special Meeting

” of this joint proxy statement/prospectus.












Q:




Are there any risks that I should consider in deciding whether to vote for the approval of the Revolution
Medicines share issuance proposal or the approval of the EQRx merger agreement proposal?











A:


Yes. You should read and carefully consider the risk factors set forth in the section titled “

Risk
Factors

” of this joint proxy statement/prospectus. You also should read and carefully consider the risk factors of Revolution Medicines and EQRx contained in the documents that are incorporated by reference into this joint proxy
statement/prospectus. See the section titled “

Where You Can Find More Information

” of this joint proxy statement/prospectus.












Q:




Who will solicit and pay the cost of soliciting proxies?











A:


Revolution Medicines has engaged Morrow Sodali LLC, which is referred to as Morrow, to assist in the
solicitation of proxies for the Revolution Medicines special meeting. Revolution Medicines estimates that it






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will pay Morrow a fee of approximately $15,000, plus reimbursement of reasonable expenses. Revolution Medicines has agreed to indemnify Morrow against various liabilities and expenses that relate
to or arise out of its solicitation of proxies (subject to certain exceptions). EQRx has engaged MacKenzie Partners, Inc., which is referred to as MacKenzie Partners, to assist in the solicitation of proxies for the EQRx special meeting for a fee of
$9,500, plus reimbursement of


out-of-pocket


expenses. EQRx has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise
out of its solicitation of proxies (subject to certain exceptions). Revolution Medicines and EQRx also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in
forwarding proxy materials to beneficial owners of Revolution Medicines common stock and EQRx common stock, respectively. Revolution Medicines’ directors, officers and employees and EQRx’s directors, officers and employees also may solicit
proxies, by telephone, by mail, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.










Q:




What are the U.S. federal income tax consequences of the mergers to EQRx stockholders?











A:


The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of
Section 368(a) of the Internal Revenue Code, referred to as the Code, but there are significant legal and factual uncertainties concerning such qualification, particularly given the wind-down of EQRx’s research and development programs and
operations, as described in this joint proxy statement/prospectus. No assurance can be given that the mergers will so qualify, that the U.S. Internal Revenue Service, referred to as the IRS, will not challenge such qualification or that a court
would not sustain such a challenge. The closing of the mergers is not conditioned upon achieving, or receiving a ruling from the IRS or opinion of counsel with respect to, such qualification.




If the mergers, taken together, qualify as a “reorganization,” a U.S. holder (as defined in the section titled “

U.S. Federal
Income Tax Consequences of the Mergers

” of this joint proxy statement/prospectus) of EQRx common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of EQRx common stock for Revolution
Medicines common stock in the mergers, except with respect to cash received by such holder in lieu of fractional shares of Revolution Medicines common stock. If the mergers do not so qualify, the exchange of EQRx common stock for Revolution
Medicines common stock in the mergers will be a taxable transaction for U.S. federal income tax purposes.



See the section titled
“

U.S. Federal Income Tax Consequences of the Mergers

” of this joint proxy statement/prospectus for a more complete description of certain U.S. federal income tax consequences of the mergers. Please consult your tax advisors as to
the specific tax consequences to you of the mergers, including the consequences if the mergers do not qualify as a “reorganization.”











Q:




When are the mergers expected to be completed?











A:


Subject to the satisfaction or waiver of the closing conditions described under the section titled “

The
Merger Agreement—Conditions to the Completion of the Mergers

” of this joint proxy statement/prospectus, including the adoption of the merger agreement by EQRx stockholders and the approval of the Revolution Medicines share issuance
proposal, the mergers are expected to be completed in November 2023. However, neither Revolution Medicines nor EQRx can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion of
the mergers are subject to conditions and factors outside the control of both companies.












Q:




What are the conditions to the completion of the mergers?











A:


The mergers are subject to a number of conditions to closing as specified in the merger agreement. These
closing conditions include, among others:














•



the adoption by the EQRx stockholders of the merger agreement;






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•



the approval by the Revolution Medicines stockholders of the issuance of shares of Revolution Medicines common
stock in the mergers;














•



the absence of any adverse law or order promulgated, enforced, enacted or issued by any governmental entity that
prohibits, restrains or makes illegal the consummation of the mergers;














•



the shares of Revolution Medicines common stock to be issued as merger consideration being approved for listing
on the Nasdaq Select;














•



the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, if applicable; and














•



the SEC having declared effective the registration statement on Form

S-4

filed by the Revolution Medicines of which this joint proxy statement/prospectus is a part.




The obligation of each of
Revolution Medicines and EQRx to consummate the mergers is also conditioned on, among other things:













•



the representations and warranties of the other party being true and correct as of the date of the merger
agreement and as of the closing date of the mergers, subject to certain materiality exceptions;














•



the performance in all material respects by the other party of its obligations under the merger agreement that
are required to be performed on or prior to the date of the closing of the mergers; and














•



the absence of a continuing material adverse effect with respect to the other party.




No assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be
satisfied, and, even if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the mergers could
cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Revolution Medicines and EQRx expect to achieve if the mergers are successfully completed within the expected timeframe. For a more complete
summary of the conditions that must be satisfied or waived prior to completion of the mergers, see the sections titled “

The Merger Agreement—Conditions to the Completion of the Mergers

” and “

The Mergers—Regulatory
Approvals

” of this joint proxy statement/prospectus.











Q:




What happens if the mergers are not completed?











A:


If the mergers are not completed for any reason, EQRx stockholders will not receive any merger consideration
for their shares of EQRx common stock in connection with the first merger. Instead, EQRx will remain an independent public company and EQRx common stock will continue to be traded on the Nasdaq Global and Revolution Medicines common stock will
continue to be traded on the Nasdaq Select, and Revolution Medicines will not complete the share issuance of Revolution Medicines common stock pursuant to the merger agreement as contemplated by the Revolution Medicines share issuance proposal. If
the merger agreement is terminated under certain specified circumstances, either Revolution Medicines or EQRx may be required to pay or cause to be paid to the other party a termination fee of $25.0 million (in the case of a termination fee
payable by EQRx) or $65.0 million (in the case of a termination fee payable by Revolution Medicines). In addition, if the merger agreement is terminated due to either party’s failure to obtain the applicable requisite stockholder approval
under circumstances in which a termination fee is not payable, the party that failed to obtain the applicable requisite stockholder approval may be required to pay the other party expense reimbursement fees of up to $10.0 million. See the
section titled “

The Merger Agreement—Termination Fees

” of this joint proxy statement/prospectus for a more detailed discussion of the termination and expense reimbursement fees.






14










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Q:




Does Revolution Medicines intend to advance EQRx’s research and development portfolio following
consummation of the mergers?











A:


In line with Revolution Medicines’ continued prioritization and focus of its resources on novel drug
mechanisms of action targeting

RAS-addicted

cancers, Revolution Medicines does not intend to advance EQRx’s research and development portfolio following consummation of the mergers. EQRx has commenced a
process to wind down these programs and return the associated intellectual property to its partners, which would have the opportunity to independently decide the next steps on development.




As a result of the process undertaken by EQRx to wind down its programs, EQRx may not have any product candidates in active clinical
development nor any material research and development collaborations if the proposed mergers were not to be completed. Accordingly, EQRx’s future business prospects as a biopharmaceutical company would be limited unless EQRx is able to take
steps to hire key personnel and rebuild a pipeline of product candidates through licenses, acquisitions or both, or through consummation of an alternative transaction. The EQRx board of directors also may determine to liquidate or dissolve EQRx. In
such an event, the amount of cash available for distribution to EQRx stockholders will depend heavily on the timing of such liquidation or dissolution, as well as the amount of cash that will need to be reserved for commitments and contingent
liabilities.











Q:




How will I receive the merger consideration to which I am entitled?











A:


If you hold your shares of EQRx common stock in book-entry form, whether through The Depository Trust Company,
or otherwise, you will not be required to take any specific actions to exchange your shares of EQRx common stock for shares of Revolution Medicines common stock. Such shares will, following the effective time, be automatically exchanged for shares
of Revolution Medicines common stock (in book-entry form) and cash in lieu of any fractional shares of Revolution Medicines common stock to which you are entitled. If you instead hold your shares of EQRx common stock in certificated form, then,
after receiving the proper documentation from you following the effective time, the Exchange Agent will deliver to you the shares of Revolution Medicines common stock (in book-entry form) and cash in lieu of any fractional shares of Revolution
Medicines common stock to which you are entitled. For more information, see the section titled “

The Merger Agreement—Exchange of Shares













Q:




What should I do now?











A:


You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and
return your completed, signed and dated proxy card(s) by mail in the enclosed

postage-paid

envelope(s) or submit your voting instructions over the Internet, or by telephone, as soon as possible so that your
shares will be voted in accordance with your instructions.












Q:




How can I find more information about Revolution Medicines and EQRx?












A:





You can find more information about Revolution Medicines and EQRx by reading this joint proxy
statement/prospectus and from various sources described under “

Where You Can Find More Information







15










Table of Contents











Q:




Whom do I call if I have questions about the Revolution Medicines special meeting, the EQRx special meeting
or the mergers?











A:


If you have questions about the Revolution Medicines special meeting, the EQRx special meeting or the mergers,
or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:






























For Revolution Medicines stockholders:






For EQRx stockholders:







Morrow Sodali LLC



509 Madison Avenue



12th
Floor



New York, New York 10022



Email: RVMD@info.morrowsodali.com





MacKenzie Partners, Inc.



1407 Broadway, 27th
Floor



New York, New York 10018



Email:
proxy@mackenziepartners.com



Call Toll-Free:



1-800-322-2885








16










Table of Contents










SUMMARY




For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This
summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a Revolution Medicines stockholder or an EQRx stockholder. To understand the mergers fully
and for a more complete description of the terms of the mergers, you should read carefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary include a page reference
directing you to a more complete description of those items. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the section titled
“



Where You Can Find More Information



” of this joint proxy statement/prospectus.




The Parties to the Mergers
(Page 49)





Revolution Medicines, Inc.




Revolution Medicines is a clinical-stage precision oncology company focused on developing targeted therapies to inhibit frontier targets in

RAS-addicted

cancers. Revolution Medicines possess sophisticated structure-based drug discovery capabilities built upon deep chemical biology and cancer pharmacology

know-how

and innovative, proprietary technologies that enable the creation of small molecules tailored to unconventional binding sites. Revolution Medicines’ understanding of genetic drivers and adaptive resistance mechanisms in cancer, coupled with
robust drug discovery and medicinal chemistry capabilities, has guided it to establish a deep pipeline targeting critical signaling nodes within the RAS pathway and associated pathways. This cohesive approach underpins its clinical strategy of
exploring mechanism-based dosing paradigms and

in-pathway

combinations to optimize treatment for cancer patients.



Revolution Medicines’ research and development pipeline comprises RAS(ON) inhibitors that bind directly to RAS variants, which it refers
to as RAS(ON) Inhibitors, and RAS companion inhibitors that target key nodes in the RAS pathway or associated pathways, which it refer to as RAS Companion Inhibitors. Revolution Medicines’ RAS Companion Inhibitors are designed primarily for
combination treatment strategies involving one or more therapeutic agents, which particularly may include our RAS(ON) Inhibitors. Revolution Medicines’ long-term goal is to combine our RAS(ON) Inhibitors with selected RAS Companion Inhibitors
or other therapies on behalf of patients based on molecular tumor features.



Revolution Medicines’ principal executive office is
located at 700 Saginaw Drive, Redwood City, California 94063. Its telephone number is (650)

481-6801.





Equinox Merger Sub, Inc.




Merger
Sub I, a newly formed, direct, wholly owned subsidiary of Revolution Medicines, is a Delaware corporation that was formed on July 21, 2023, for the sole purpose of effecting the mergers. Merger Sub I has not conducted any activities other than
those incidental to its formation and the matters contemplated by the merger agreement.





Equinox Merger Sub II LLC




Merger Sub II, a newly formed, direct, wholly owned subsidiary of Revolution Medicines, is a Delaware limited liability company that was formed
on July 21, 2023, for the sole purpose of effecting the mergers. Merger Sub II has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.







17










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EQRx, Inc.




EQRx is a biopharmaceutical company with a focus on developing and commercializing innovative medicines for some of the most prevalent disease
areas, including cancer and immune-inflammatory conditions. EQRx’s principal executive office is located at 50 Hampshire Street, Cambridge, Massachusetts 02139. Its telephone number is (617)

315-2255.




The Revolution Medicines Special Meeting (Page 51)



The Revolution Medicines special meeting will be held on November 8, 2023, at 8:00 a.m., Pacific Time, at the Revolution Medicines special
meeting website, at www.virtualshareholdermeeting.com/RVMD2023SM. The purposes of the Revolution Medicines special meeting are as follows:













•




Revolution Medicines Proposal #1: Revolution Medicines Share Issuance Proposal

. To consider and vote on
the Revolution Medicines share issuance proposal; and














•




Revolution Medicines Proposal #2: Revolution Medicines Adjournment Proposal

. To consider and vote on the
Revolution Medicines adjournment proposal.




Completion of the mergers is conditioned on the approval of the Revolution
Medicines share issuance proposal by Revolution Medicines stockholders. Approval of the Revolution Medicines adjournment proposal is not a condition to the obligation of either Revolution Medicines or EQRx to complete the mergers.



Only holders of record of issued and outstanding shares of Revolution Medicines common stock as of the close of business on September 26,
2023, the record date for the Revolution Medicines special meeting, are entitled to notice of, and to vote at, the Revolution Medicines special meeting. Revolution Medicines stockholders may cast one vote for each share of Revolution Medicines
common stock that Revolution Medicines stockholders held as of that record date.



Assuming a quorum is present at the Revolution Medicines
special meeting, approval of the Revolution Medicines share issuance proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker

non-votes)

at the Revolution Medicines special meeting on the Revolution Medicines share issuance proposal. An abstention, a broker

non-vote

or the failure of a
Revolution Medicines stockholder not present at the meeting to vote will have no effect on the outcome of the Revolution Medicines share issuance proposal.



Assuming a quorum is present at the Revolution Medicines special meeting, approval of the Revolution Medicines adjournment proposal requires
the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker

non-votes)

at the Revolution Medicines special meeting on the Revolution Medicines
adjournment proposal. An abstention, a broker

non-vote

or the failure of a Revolution Medicines stockholder not present at the meeting to vote will have no effect on the outcome of the Revolution Medicines
adjournment proposal.




The EQRx Special Meeting (Page 60)



The EQRx special meeting will be held on November 8, 2023, at 11:00 a.m., Eastern Time, at the EQRx special meeting website, at
www.virtualshareholdermeeting.com/EQRX2023SM. The purposes of the EQRx special meeting are as follows:













•




EQRx Proposal #1: Adoption of the Merger Agreement

. To consider and vote on a proposal to adopt the merger
agreement;














•




EQRx Proposal #2: EQRx Compensation Proposal

. To consider and vote on a

non-binding,

advisory basis, on 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; and








18










Table of Contents















•




EQRx Proposal #3: Adjournment of the EQRx Special Meeting

. To adjourn the EQRx special meeting to a later
date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the EQRx special meeting.




Completion of the mergers is conditioned on the approval of the EQRx merger agreement proposal by EQRx stockholders. Approval of either of the
EQRx compensation proposal or the EQRx adjournment proposal is not a condition to the obligation of either Revolution Medicines or EQRx to complete the mergers.



Only holders of record of outstanding shares of EQRx common stock as of the close of business on September 26, 2023, the record date for the
EQRx special meeting, are entitled to notice of, and to vote at, the EQRx special meeting. EQRx stockholders may cast one vote for each share of EQRx common stock that EQRx stockholders held as of that record date.



Assuming a quorum is present at the EQRx special meeting, approval of the EQRx merger agreement proposal by EQRx stockholders requires the
affirmative vote of the holders of a majority of the outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting. An abstention, a broker

non-vote

or the failure of an EQRx stockholder
to vote (including the failure of an EQRx stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have the same effect as a vote cast
“

AGAINST

” the proposal to adopt the merger agreement.



Assuming a quorum is present at the EQRx special meeting, approval
of the EQRx compensation proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx compensation proposal. An abstention, a broker

non-vote

or the
failure of an EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no
effect on the outcome of the EQRx compensation proposal.



Assuming a quorum is present at the EQRx special meeting, approval of the EQRx
adjournment proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx adjournment proposal. An abstention, a broker

non-vote

or the failure of an
EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the
outcome of the EQRx adjournment proposal.




The Mergers and the Merger Agreement (Pages 70 and 130)



The terms and conditions of the mergers are contained in the merger agreement, a copy of which is attached as

Annex A

to this joint
proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the mergers.



Pursuant to the terms of the merger agreement, (i) Merger Sub I will merge with and into EQRx, referred to as the first merger, with EQRx
as the surviving corporation in the first merger and (ii) as soon as practicable after the first merger and as the second step in a single integrated transaction with the first merger, EQRx will merge with and into Merger Sub II, referred to as
the second merger, with Merger Sub II as the surviving company in the second merger and continuing as a wholly owned subsidiary of Revolution Medicines. The first merger and the second merger together are referred to as the mergers.



Following the mergers, EQRx common stock will be delisted from the Nasdaq Global, deregistered under the Exchange Act and will cease to be
publicly traded.







19










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Merger Consideration (Page 131)



At the effective time, by virtue of the first merger and without any further action on the part of Revolution Medicines, Merger Sub I, EQRx, or
any stockholder of EQRx or Merger Sub I, each share of EQRx common stock that is issued and outstanding immediately prior to the effective time (other than excluded EQRx shares) will be converted into the right to receive a number of validly issued,
fully paid and

non-assessable

shares of Revolution Medicines common stock equal to the exchange ratio, which shares of Revolution Medicines common stock (in the aggregate) are referred to as the merger
consideration. No fractional shares of Revolution Medicines common stock will be issued as merger consideration, and EQRx stockholders will receive cash in lieu of any fractional shares as part of the merger consideration, as specified in the merger
agreement and as further described in the section titled “

The Merger Agreement—Treatment of Fractional Shares

” of this joint proxy statement/prospectus. At the effective time, all excluded EQRx shares will be cancelled and
retired and will cease to exist, and no consideration will be delivered in exchange for such shares.



The exchange ratio will be
determined by dividing (i) the aggregate number of shares of Revolution Medicines common stock to be issued as merger consideration by (ii) the number of shares of EQRx common stock outstanding immediately prior to the effective time,
determined in accordance with the merger agreement, as further described in the section titled “

The Merger Agreement—Merger Consideration

” of this joint proxy statement/prospectus.



The exchange ratio is floating, which means that it will change between now and the date of the EQRx special meeting, depending upon the

pre-EQRx

special meeting VWAP. The exchange ratio will be calculated promptly following the determination of the

pre-EQRx

special meeting VWAP, which will be known following
the closing of the Nasdaq Select market on the sixth business day prior to the scheduled EQRx special meeting date as set forth in the notice of meeting included in the definitive form of this joint proxy statement/prospectus. EQRx and Revolution
Medicines will publicly disclose the exchange ratio pursuant to a press release and/or the filing of Current Reports on Form

8-K

with the SEC. See the section titled “

Where You Can Find More
Information

” of this joint proxy statement/prospectus.



The market price of Revolution Medicines common stock has fluctuated
since the date of the announcement of the merger agreement and may continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the special meetings, the date the mergers are completed and thereafter. The market price
of Revolution Medicines common stock, when received by EQRx equityholders after the mergers are completed, could be greater than, less than or the same as the market price of Revolution Medicines common stock on the date of this joint proxy
statement/prospectus or at the time of the special meetings.



Accordingly, you should obtain current market quotations for Revolution
Medicines common stock and EQRx common stock before deciding how to vote with respect to any of the proposals described in this joint proxy statement/prospectus. Revolution Medicines common stock is traded on the Nasdaq Select under the symbol
“RVMD” and EQRx common stock is traded on the Nasdaq Global under the symbol “EQRX.”




Treatment of EQRx Equity Awards, EQRx
Warrants and the EQRx

Earn-Out

(Page 132)





EQRx Equity Awards




The vesting and exercisability of each EQRx option and the vesting of each share of EQRx restricted stock will be accelerated in full as of
immediately prior to the effective time. Prior to the effective time, each holder of EQRx options will be provided the opportunity to exercise the holder’s EQRx options, whether or not vested, for a period determined by the EQRx board of
directors that ends on or prior to the tenth business day prior to the scheduled EQRx special meeting date, provided that the exercise of any unvested EQRx option that will vest as described in this paragraph will be conditioned on the occurrence of
the effective time. EQRx must take all







20










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actions necessary to prohibit exercise of EQRx options after the tenth business day prior to the EQRx special meeting date.



At the effective time:













•



each


in-the-money


EQRx option,
will be cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock based on the exchange ratio after taking into account the exercise price (all EQRx options that do not constitute


in-the-money


EQRx options will be terminated at the effective time for no consideration);














•



each EQRx RSU (other than

earn-out

RSUs), outstanding immediately prior
to the effective time, whether or not vested, will be cancelled and converted into the right to receive shares of Revolution Medicines common stock based on the exchange ratio

(earn-out

RSUs will be cancelled
as of the closing of the mergers for no consideration); and














•



each outstanding share of EQRx restricted stock that is accelerated in full immediately prior to the effective
time will be treated the same as all other outstanding shares of EQRx common stock under the merger agreement.




The
amount of any required withholding (as described further in “

The Merger Agreement

—

Withholding Rights

”) with respect to


in-the-money


EQRx
options, EQRx RSUs and shares of EQRx restricted stock that are converted into shares of Revolution Medicines common stock at the effective time will be satisfied by selling shares of Revolution Medicines common stock and remitting the proceeds to
the proper taxing authorities through Revolution Medicines.





Treatment of EQRx Warrants




At the effective time, each EQRx warrant, will, in accordance with its terms, automatically cease to represent a warrant exercisable for EQRx
common stock and will become a warrant exercisable for the merger consideration that the holder of such EQRx warrant would have received if such EQRx warrant had been exercised immediately prior to the effective time. For the avoidance of doubt, no
holder of an EQRx warrant will be entitled to receive any merger consideration in exchange for such EQRx warrant.





Treatment of EQRx

Earn-Out





Each share of EQRx common stock that is issued and outstanding immediately prior to the
effective time and held in escrow subject to the EQRx

earn-out

will be converted in the same manner as all other shares of EQRx common stock under the merger agreement.



Prior to signing the merger agreement, EQRx delivered signed waiver and release agreements from Legacy EQRx stockholders holding rights with
respect to at least a majority of the shares subject to the EQRx

earn-out,

pursuant to which such holders have waived (effective immediately prior to the effective time) their respective rights to receive the
applicable shares subject to the EQRx

earn-out

and any other right with respect to the EQRx

earn-out.

EQRx may obtain additional waiver and release agreements prior to
the EQRx special meeting.



The EQRx

earn-out

is discussed further in the section titled
“

The Merger Agreement—Merger Consideration

” and “

The Merger Agreement—EQRx

Earn-Out


” of this joint proxy statement/prospectus.




Revolution Medicines’ Recommendation and Reasons for the Mergers (Page 92)



The Revolution Medicines board of directors recommends that Revolution Medicines stockholders vote “

FOR

” the Revolution
Medicines share issuance proposal and “

FOR

” the Revolution Medicines adjournment







21










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proposal. In its determinations and in reaching its recommendations, the Revolution Medicines board of directors consulted with Revolution Medicines’ senior management and its outside legal
and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following factors (not necessarily presented in order of relative importance) that weighed in favor of the
mergers:













•



the expectation that Revolution Medicines will, upon completion of the mergers, gain more than $1 billion in
additional capital, enhancing its balance sheet, thereby increasing its

go-forward

financial certainty;














•



the expectation that the additional capital will reinforce and sustain Revolution Medicines’ robust research
and development initiatives, including its parallel development approach for its RAS(ON) Inhibitor pipeline and position Revolution Medicines to be able to maximize the potential clinical impact of its targeted drug pipeline across multiple oncology
indications, among other things;














•



the potential of the factors above to create stockholder value while enhancing Revolution Medicines’
flexibility to retain strategic control of its RAS(ON) Inhibitor pipeline;














•



the favorability of the mergers relative to other potential strategic, operational and financial strategies,
particularly in light of Revolution Medicines’ business and potential capital needs;














•



the favorability of the structure of the mergers relative to financing alternatives; and














•



the terms and conditions of the merger agreement, taken as a whole.





For a more complete description of the factors considered by the Revolution Medicines board of directors in reaching this decision, including potentially
negative factors against which these advantages and opportunities were weighed, and additional information on the recommendation of the Revolution Medicines board of directors, see the section titled “The Mergers—Recommendation of the
Revolution Medicines Board of Directors; Revolution Medicines’ Reasons for the Mergers” of this joint proxy statement/prospectus.




EQRx’s Recommendation and Reasons for the Mergers (Page 96)



The EQRx board of directors recommends that EQRx stockholders vote “

FOR

” the EQRx merger agreement proposal,
“

FOR

” the EQRx compensation proposal, and “

FOR

” the EQRx adjournment proposal. In its determinations and in reaching its recommendations, the EQRx board of directors received the recommendation of the transaction
committee of the EQRx board of directors, referred to as the EQRx transaction committee, consulted with EQRx senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information.




For a description of the factors considered by the EQRx board of directors in reaching this decision, including potentially negative factors against
which the anticipated advantages and opportunities of the mergers were weighed, and additional information on the recommendation of the EQRx board of directors, see the section titled “The Mergers—Recommendation of the EQRx Board of
Directors; EQRx’s Reasons for the Mergers” of this joint proxy statement/prospectus.




Opinion of MTS, EQRx’s Financial Advisor (Page
108 and

Annex B

)



EQRx retained MTS Health Partners, L.P., referred to as MTS, as its financial advisor in connection with the
mergers (including the delivery of the MTS opinion, defined below). On July 31, 2023, MTS Securities, LLC, an affiliate of MTS, referred to as MTS Securities, rendered its oral opinion to the EQRx board of directors (which was subsequently
confirmed by delivery of a written opinion dated July 31, 2023) that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and







22










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qualifications and limitations set forth in such written opinion, the exchange ratio to be received by the EQRx stockholders (other than Revolution Medicines or any of its affiliates or any
holders of excluded shares) pursuant to the mergers was fair, from a financial point of view, to such holders.




The full text of the
written opinion of MTS Securities, which is referred to as the MTS opinion, sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by MTS Securities in connection with its
opinion. The MTS opinion is attached as

Annex B

to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the MTS opinion set forth in this joint proxy statement/prospectus is qualified in its entirety
by reference to the full text of the MTS opinion. We urge you to read carefully the MTS opinion, together with the summary thereof in this joint proxy statement/prospectus, in its entirety.




MTS Securities provided its opinion for the information and assistance of the EQRx board of directors in connection with its consideration
of the exchange ratio. The MTS opinion addressed solely the fairness, from a financial point of view, of the exchange ratio to be received by the holders of shares of EQRx common stock (other than Revolution Medicines or any of its affiliates or any
holders of excluded shares) pursuant to the mergers and does not address any other aspect or implication of the mergers. The MTS opinion was not a recommendation to the EQRx board of directors as to how to vote in connection with the merger
agreement and is not a recommendation to any EQRx stockholder to take any action in connection with the mergers or any other matter.




Interests of
Revolution Medicines’ Directors and Executive Officers in the Mergers (Page 117)



In considering the recommendations of the
Revolution Medicines board of directors, Revolution Medicines stockholders should be aware that a member of the Revolution Medicines board of directors, Alexis Borisy, is Executive Chairman of the EQRx board of directors and a

co-founder

of EQRx. Given Mr. Borisy’s role at EQRx and his ownership of securities of EQRx, Mr. Borisy has interests in the mergers, including financial interests that may be different from, or
in addition to, the interests of other Revolution Medicines stockholders generally. See also the sections titled “

The Mergers—Interests of EQRx’s Directors and Executive Officers in the Mergers

” and “

Certain
Beneficial Owners of EQRx Common Stock

” for more information regarding Mr. Borisy’s interests in the mergers and ownership in EQRx. Mr. Borisy recused himself from all meetings (or portions thereof) of the Revolution
Medicines board of directors and committees thereof in which the transactions contemplated by the merger agreement were discussed. Further, the Revolution Medicines board of directors was aware of and considered Mr. Borisy’s interests in
the mergers and ownership in EQRx, among other matters, in reaching its determination that the transactions contemplated by the merger agreement, including the mergers, were fair to and in the best interests of Revolution Medicines and its
stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby, and recommending that Revolution Medicines stockholders approve of the issuance of shares of Revolution Medicines common stock pursuant
to the mergers.




Interests of EQRx’s Directors and Executive Officers in the Mergers (Page 118)



In considering the recommendations of the EQRx board of directors, EQRx stockholders should be aware that EQRx directors and executive officers
have interests in the mergers, including financial interests that may be different from, or in addition to, the interests of other EQRx stockholders generally. The EQRx board of directors was aware of and considered such interests, among other
matters, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement.



These
interests include, among others:













•



The merger agreement provides for the acceleration of vesting of all EQRx options and EQRx restricted stock, and
EQRx’s executive officers may also receive accelerated vesting of EQRx options,








23










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EQRx RSUs and EQRx restricted stock upon a termination of their employment by EQRx without cause or by their resignation for good reason after the date of the merger agreement;














•



EQRx executive officers will be entitled to merger consideration in respect of vested and unvested EQRx RSUs
(other than

earn-out

RSUs);














•



EQRx’s executive officers are eligible to receive certain severance payments or benefits in the event of a
termination of their employment by EQRx without cause or by their resignation for good reason or subject to their continued employment as of immediately prior to the closing of the mergers and delivery of a release of claims;














•



EQRx’s executive officers will receive acceleration of cash retention bonuses and a cash bonus with respect
to the 2023 fiscal year (the latter

pro-rated

if the closing occurs prior to the regular payment date);














•



EQRx’s directors and executive officers are entitled to continued indemnification and insurance coverage
under the merger agreement;














•



The merger agreement provides for one member of the EQRx board of directors to become a director of the
Revolution Medicines board of directors following the mergers; and














•



As described above, Mr. Borisy, Executive Chairman of EQRx, is also a director of Revolution Medicines.




For more information, see the sections titled “

The Mergers




—




Interests of EQRx’s Directors
and Executive Officers in the Mergers

” and “

The Mergers—Background of the Mergers

” of this joint proxy statement/prospectus.




Regulatory Approvals (Page 127)



Each
party to the merger agreement has agreed to use reasonable best efforts to file, as soon as practicable after the date of the merger agreement, all notices, reports and other documents required to be filed by such party with any governmental






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

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