As filed with the Securities and Exchange Commission on February 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQRx, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1691173 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 50 Hampshire Street | ||
| Cambridge, Massachusetts | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
EQRx, Inc. 2021 Stock Option and Incentive Plan
EQRx, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Melanie Nallicheri
Chief Executive Officer
EQRx, Inc.
50 Hampshire Street
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 315-2255
(Telephone number, including area code, of agent for service)
| Copies to: | ||
Dina Ciarimboli EQRx, Inc. 50 Hampshire Street Cambridge, Massachusetts 02139 Tel: (617) 315-2255 |
William D. Collins, Esq. Marianne Sarrazin, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
EQRx, Inc. (EQRx) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 24,427,460 shares of its common stock, par value $0.0001 per share (the Common Stock), under the EQRx, Inc. 2021 Stock Option and Incentive Plan (the 2021 Plan) and an additional 4,876,326 shares of Common Stock under the EQRx, Inc. 2021 Employee Stock Purchase Plan (the ESPP), pursuant to the provisions of each plan that provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under each plan. In each case, the additional shares are of the same class as other securities for which a registration statement relating to the 2021 Plan and the ESPP has previously been filed and is effective. Accordingly, this registration statement incorporates by reference the contents of the registration statement on Form S-8 (File No. 333-262934), filed with the Securities and Exchange Commission on February 23, 2022 relating to the 2021 Plan and the ESPP pursuant to General Instruction E, except with respect to Item 8. Exhibits thereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on the 23rd day of February, 2023.
| EQRx, Inc. | ||
| By: | /s/ Melanie Nallicheri | |
| Name: | Melanie Nallicheri | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Melanie Nallicheri and Jami Rubin as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated below.
| Signature | Title | Date | ||
| /s/ Melanie Nallicheri | President, Chief Executive Officer and Director | February 23, 2023 | ||
| Melanie Nallicheri | (Principal Executive Officer) | |||
| /s/ Jami Rubin | Chief Financial Officer | February 23, 2023 | ||
| Jami Rubin | (Principal Financial and Accounting Officer) | |||
| /s/ Alexis Borisy | Chairman of the Board | February 23, 2023 | ||
| Alexis Borisy | ||||
| /s/ Amy Abernethy | Director | February 23, 2023 | ||
| Amy Abernethy | ||||
| /s/ Paul Berns | Director | February 23, 2023 | ||
| Paul Berns | ||||
| /s/ Jorge Conde | Director | February 23, 2023 | ||
| Jorge Conde | ||||
| /s/ Kathryn Giusti | Director | February 23, 2023 | ||
| Kathryn Giusti | ||||
| /s/ Sandra Horning | Director | February 23, 2023 | ||
| Sandra Horning | ||||
| /s/ Clive Meanwell | Director | February 23, 2023 | ||
| Clive Meanwell | ||||
| /s/ Samuel Merksamer | Director | February 23, 2023 | ||
| Samuel Merksamer | ||||
| /s/ Krishna Yeshwant | Director | February 23, 2023 | ||
| Krishna Yeshwant |
Exhibit 5.1
 |
Goodwin
Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
| February 23, 2023 |
EQRx, Inc.
50 Hampshire Street
Cambridge, Massachusetts 02139
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 29,303,786 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of EQRx, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /S/ Goodwin Procter LLP | |
| Goodwin Procter LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan of EQRx, Inc. of our reports dated February 23, 2023, with respect to the consolidated financial statements of EQRx, Inc. and the effectiveness of internal control over financial reporting of EQRx, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 23, 2023
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
EQRx, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Share(2) |
Maximum
Aggregate Offering Price |
Fee Rate |
Amount
of Registration Fee | |||||||
| Equity | Common stock, par value $0.0001 per share, under 2021 Stock Option and Incentive Plan | Rule 457(c) and Rule 457(h) | 24,427,460(3) | $2.18 | $53,251,862.80 | $0.0001102 | $5,868.36 | |||||||
| Equity | Common stock, par value $0.0001 per share, under 2021 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 4,876,326(4) | $2.18 | $10,630,390.68 | $0.0001102 | $1,171.47 | |||||||
| Total Offering Amounts | $63,882,253.48 | $7,039.83 | ||||||||||||
| Total Fees Previously Paid | — | |||||||||||||
| Total Fee Offsets | — | |||||||||||||
| Net Fee Due | $7,039.83 | |||||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.0001 par value per share (the “Common Stock”) that become issuable under the under the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in a change in the number of the registrant’s outstanding shares of Common Stock. |
| (2) | The price of $2.18 per share, which is the average of the high and low sale prices of the Common Stock on the Nasdaq Global Market on February 22, 2023 is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act. |
| (3) | Represents an automatic increase of 24,427,460 shares of Common Stock available for issuance under the 2021 Plan effective as of January 1, 2023. Shares available for issuance under the 2021 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on February 23, 2022 (File No. 333-262934). |
| (4) | Represents an automatic increase of 4,876,326 shares of Common Stock available for issuance under the ESPP, effective as of January 1, 2023. Shares available for issuance under the ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on February 23, 2022 (File No. 333-262934). |