PROSPECTUS SUPPLEMENT NO.4 | Filed Pursuant to Rule 424(B)(3) |
(to Prospectus dated March 28, 2022) | Registration No. 333-261786 |
Up to 209,267,414 Shares of Common Stock
Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 8,693,333 Warrants
This prospectus supplement updates and supplements the prospectus dated March 28, 2022 (the prospectus), which forms a part of our registration statement on Form S-1, as amended (No. 333-261786). This prospectus supplement is being filed to update and supplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2022 (the Form 8-K). Accordingly, we have attached the Form 8-K to this prospectus supplement.
The prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 19,733,333 shares of our common stock, $0.0001 par value per share (Common Stock), which consists of (i) up to 8,693,333 shares of Common Stock that are issuable upon the exercise of 8,693,333 warrants (the Placement Warrants) originally issued in a private placement in connection with the initial public offering of CM Life Sciences III Inc. (CMLS) by the holders thereof and (ii) up to 11,040,000 shares of Common Stock that are issuable upon the exercise of 11,040,000 warrants (the Public Warrants and, together with the Placement Warrants, the Warrants) originally issued in the initial public offering of CMLS by the holders thereof. We will receive the proceeds from any exercise of any Warrants for cash.
The prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the prospectus (the Selling Securityholders) of (i) up to 209,267,414 shares of Common Stock (including up to 8,693,333 shares of Common Stock that may be issued upon exercise of the Placement Warrants) and (ii) up to 8,693,333 Placement Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to the prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to the prospectus.
This prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto. This prospectus supplement updates and supplements the information in the prospectus. If there is any inconsistency between in the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
The Common Stock and Public Warrants are listed on The Nasdaq Global Market (Nasdaq) under the symbols “EQRX” and “EQRXW,” respectively. On November 23, 2022, the closing price of the Common Stock was $3.49 and the closing price for the Public Warrants was $0.53.
See the section entitled “Risk Factors” beginning on page 8 of the prospectus and under similar headings in any amendments or supplements to the prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 25, 2022.