Current Report Filing (8-k)
10 1월 2022 - 9:32PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): January 10, 2022
EQRX, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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001-40312
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86-1691173
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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50 Hampshire Street, Cambridge, MA
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 617-315-2255
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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EQRX
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The Nasdaq Global Market
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Warrants to purchase one share of common stock at an exercise price of $11.50
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EQRXW
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The Nasdaq Global Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial
Condition.
Although it has not finalized its full financial results for the fourth
quarter and fiscal year ended December 31, 2021, EQRx, Inc. (“EQRx”) announced on January 10, 2022, that it expects to report
that it had approximately $1.7 billion of cash, cash equivalents and marketable securities as of December 31, 2021.
The information contained in this Item 2.02 of this Current Report
on Form 8-K is unaudited and preliminary and does not present all information necessary for an understanding of EQRx’s financial
condition as of December 31, 2021. The audit of EQRx’s consolidated financial statements for the year ended December 31, 2021 is
ongoing and could result in changes to the information set forth above.
The information in this Item 2.02 of this Current Report on Form
8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 7.01 Regulation FD Disclosure.
EQRx will virtually present a business update at the 40th Annual J.P.
Morgan Healthcare on January 10, 2022. A copy of EQRx’s presentation slides, which will be referenced during the virtual presentation,
is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 8.01 Other Events.
On January 10, 2022, EQRx announced that it currently expects to incur
between $350 million and $500 million of total operating expense for the fiscal year ending December 31, 2022. It also announced its plans
to initiate direct comparison trials for each of aumolertinib and sugemalimab, its two pre-registrational assets, in 2022. The planned
trial for aumolertinib will be a randomized, mulit-center, US-led trial comparing aumolertinib to aumolertinib plus chemotherapy to osimertinib.
The planned trial for sugemalimab will be a randomized, multi-center, US-led trial and include comparisons against approved PD-1/PD-L1
agents.
The disclosure under this Item 8.01 of this Current Report on Form
8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including,
without limitation, express or implied statements regarding estimates of EQRx’s operating expenses and its related needs for additional
financing; EQRx’s ability to advance its current and future drug candidates into, and successfully complete, preclinical studies
and clinical trials; and the relationship of EQRx with the U.S. Food and Drug Administration (“FDA”) and other regulators,
including with respect to such regulators’ acceptance of clinical data generated by third parties. In some cases, you can identify
forward-looking statements by terminology such as (but not limited to) “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential”, “could”, “project”, “budget”, “forecast”, “anticipate”,
“plan”, “design” or “continue”, or the negatives of these terms or variations of them or similar terminology.
Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by EQRx and its management, are inherently uncertain. New risks and uncertainties may emerge from time
to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from
current expectations include, but are not limited to, various factors beyond EQRx’s control, including general economic conditions
and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the prospectus dated December 23, 2021 and filed with the SEC, and other documents filed by EQRx
from time to time with the SEC, as well as factors associated with companies, such as EQRx, that operate in the biopharma industry, including
uncertainty in the timing or results of preclinical studies and clinical trials, product acceptance and/or receipt of regulatory approvals
for product candidates, including any delays and other impacts from the COVID-19 pandemic. Nothing in this Current Report on Form 8-K
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any
of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference
to the cautionary statements herein. EQRx does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks and other attributes of an investment
in EQRx.
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EQRX, INC.
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Date: January 10, 2022
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By:
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/s/ Melanie Nallicheri
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Name:
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Melanie Nallicheri
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Title:
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President and Chief Executive Officer
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2
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