The pre-combination equity holders of Revolution Medicines hold the relative majority of voting rights in the combined entity;

The pre-combination equity holders of Revolution Medicines have the right to appoint the majority of the directors on the combined entity board of directors;

Senior management of Revolution Medicines comprise the senior management of the combined entity;

Operations of Revolution Medicines comprise the ongoing operations of the combined entity; and

The primary assets of EQRx acquired at the closing of the Mergers were cash and marketable securities.

The historical financial information as of September 30, 2023, and for the nine months then ended, as derived from the unaudited financial information of Revolution Medicines and EQRx, and the historical financial information for the year ended December 31, 2022, as derived from the audited financial statements of Revolution Medicines and EQRx; and

Adjustments to conform the presentation of EQRx’s financial information to be consistent with that of Revolution Medicines; and pro forma adjustments giving effect to the completion of the Mergers, as if such transactions had been completed as of September 30, 2023, for purposes of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2022, the beginning of the earliest period presented, for purposes of the unaudited pro forma condensed consolidated statement of operations. The pro forma adjustments made are (1) directly attributable to the completion of the Mergers and (2) are factually supportable.

Tickmarks

(Note 4)

Assets

Current assets

Cash and cash equivalents

Marketable securities

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Goodwill

Restricted cash

Other noncurrent assets

Total assets

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

Accrued expenses and other current liabilities

Operating lease liability, current

Total current liabilities

Deferred tax liability

Operating lease liability, noncurrent

Other noncurrent liabilities

Total liabilities

Commitments And Contingencies

Stockholders’ equity

Preferred stock, $0.0001 par value

Common stock, $0.0001 par value

Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Tickmark

(Note 5)

Revenue

Operating expenses:

Research and development

General and administrative

Restructuring

Total operating expenses:

Loss from operations

Other income (expense), net:

Other income (expense), net

Interest income

Total Other income (expense), net:

Loss before income taxes

Benefit from income taxes

Net loss

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average common shares used to compute net loss per share, basic and diluted

Tickmark

(Note 5)

Revenue

Operating expenses:

Research and development

General and administrative

Total Operating expenses:

Loss from operations

Other income (expense), net:

Other income (expense), net

Interest income

Total Other income (expense), net:

Loss before income taxes

Benefit from income taxes

Net loss

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average common shares used to compute net loss per share, basic and diluted

The audited historical consolidated financial statements of Revolution Medicines as of and for the year ended December 31, 2022, and the related notes set forth in the Annual Report on Form 10-K filed with the SEC on February 27, 2023;

The unaudited historical consolidated financial statements of Revolution Medicines as of and for the nine months ended September 30, 2023, and the related notes set forth in the Quarterly Report on Form 10-Q filed with the SEC on November 6, 2023;

The audited historical consolidated financial statements of EQRx as of and for the year ended December 31, 2022, and the related notes set forth in the Annual Report on Form 10-K filed with the SEC on February 23, 2023; and

The unaudited historical consolidated financial statements of EQRx as of and for the nine months ended September 30, 2023, and the related notes set forth in the Quarterly Report on Form 10-Q filed with the SEC on November 6, 2023.

Marketable securities

Other noncurrent assets

Other noncurrent liabilities

Other income (expense), net

Other income (expense), net

Estimated fair value of shares of combined company to be owned by EQRx stockholders⁽¹⁾

Taxes paid by Revolution Medicines on behalf of EQRx to satisfy statutory income tax withholding obligations

Estimated purchase price

Represents the estimated fair value of approximately 54.8 million shares of Revolution Medicines common stock issued, calculated using the per share price of Revolution Medicines common stock of $20.02 as of November 9, 2023. Pursuant to the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of EQRx (“EQRx Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares held by EQRx in treasury or owned by Revolution Medicines, Merger Sub I, Merger Sub II or any wholly owned subsidiary of EQRx or Revolution Medicines) was converted into the right to receive 0.1112 of a validly issued, fully paid and non-assessable share (the “Exchange Ratio”) of common stock, par value $0.0001 per share, of Revolution Medicines (“Revolution Medicines Common Stock,” and such shares, the “EQRx Common Stock Merger Consideration”). The fair value of Revolution Medicines common stock issued consists of (i) approximately $1,081.7 million for the EQRx common stock and (ii) approximately $4.7 million for the settlement of EQRx equity awards.

Cash and cash equivalents

Marketable securities

Prepaid expenses and other current assets

Restricted cash

Other noncurrent assets

Accounts payable

Accrued expenses and other current liabilities

Other noncurrent liabilities

Net assets acquired⁽¹⁾

The excess fair value of net assets acquired over the fair value of the cost of the asset acquisition was allocated on a fair value basis to all qualifying assets. The remaining excess fair value of $83.9 million beyond what was allocable to qualifying assets was recorded to additional paid-in capital, is as described in the following paragraph (in thousands):

Estimated purchase price

Less net assets acquired

Excess fair value of net assets acquired over purchase price

Allocation of excess fair value to other noncurrent assets

Estimated remaining excess fair value of net assets acquired over purchase price

Reflects the adjustment to cash and cash equivalents of $14.0 million for expected transaction costs incurred prior to the close of the Mergers by Revolution Medicines.

Advisory fees

Legal and accounting fees

Other

Total transaction costs

Reflects the elimination of EQRx’s current portion of operating lease liability of $2.1 million, offset by a reduction of $2.1 million in APIC as these leases will have a remaining lease term of under twelve months as of the expected acquisition date and will not be recorded on the balance sheet.

Reflects the accrual for expected severance payments of $11.8 million, comprising of $7.0 million attributed to employees working on research and development projects and $4.8 million for employees working in general and administration in connection with the termination of certain EQRx employees as a result of the Mergers.

Represents an adjustment of $1.3 million to record the EQRx earn-out shares that were converted to Revolution Medicines earn-out shares at fair value.

Represents the $1.2 million decrease to reflect the fair value of an acquired equity investment within other noncurrent assets and the $2.8 million decrease attributable to the allocation of excess fair value of net assets acquired, under the asset acquisition accounting guidance, over the purchase consideration of the non-qualifying asset acquired as reductions related to other noncurrent assets, and the offset to Additional paid-in capital, which we refer to as “APIC”. See Note 3. Also reflects the adjustment to APIC of $7.5 million of deferred transaction costs already included in historical financials under non-current assets.

Fair value adjustment of the acquired equity investment

Adjustment to reduce other noncurrent assets as result of the excess fair value of net assets acquired over purchase consideration

Deferred transaction costs

Total adjustment to other noncurrent assets

Represents the adjustments with an impact to common stock, as follows (in thousands):

Eliminate historical EQRx common stock

Issuance of 54.8 million shares of Revolution Medicines common stock (i)

Total adjustment to common stock

Represents the issuance of 54.8 million shares of Revolution Medicines common stock, par value of $0.0001 per share, or $5,479 in common stock, in exchange for EQRx’s common stock issued and outstanding, including shares issued for the conversion of EQRx’s equity awards, to EQRx stockholders and equity award holders. The excess fair value of net assets acquired over the cost of the acquisition of $83.9 million is reflected within APIC. As consideration was paid in all equity, no adjustment is reflected on the pro forma balance sheet because APIC was both credited and debited for $83.9 million.

Represents the adjustments with an impact to APIC, as follows (in thousands):

Adjustment for excess of net assets over purchase consideration (E)

Elimination EQRx’s operating lease liability current (B)

Elimination of pre-combination EQRx historical equity (ii)

Fair value adjustment of the assumed EQRx earnout liability (D)

Fair value adjustment of the acquired equity investment (E)

Estimated fair value of shares of Revolution Medicines common stock issued as consideration for the Mergers (F)

Acceleration of EQRx post-combination stock compensation expense (i)

Expected transaction costs of Revolution Medicines (A)

Total adjustment to additional paid-in capital

Reflects the accrual of one-time post-combination compensation expense of $13.8 million related to accelerated vesting of EQRx equity awards. The expense represents the fair value of the EQRx equity awards converted to Revolution Medicines common stock that is attributable to post-combination service.

To make the appropriate adjustments to APIC. Revolution Medicines will close out EQRx’s historical equity, accumulated other comprehensive income and accumulated deficit to additional paid-in capital as follows:

Historical EQRx common stock

Historical EQRx accumulated deficit

Historical EQRx accumulated other comprehensive income

Adjustment to EQRx additional paid-in capital

Represents the adjustments with an impact to accumulated deficit, as follows (in thousands):

Severance benefits in connection with the termination of certain terminated employees of EQRx (C)

Elimination of pre-combination EQRx accumulated deficit (G)(ii)

Fair value of settled EQRx equity awards attributable to post-combination stock compensation expense (G)(i)

Total adjustment to accumulated deficit

Represents the adjustments to research and development and general and administrative expenses, as follows (in thousands).

Post-combination compensation expense attributable to the accelerated vesting and settlement of EQRx equity awards (i)

Expected severance payments as result of the termination of certain EQRx employees (ii)

Total adjustment to operating expense

For the year ended December 31, 2022, reflects the one-time post-combination compensation expense of $13.8 million, comprising of $3.7 million attributed to employees working on research and development projects and $10.1 million for employees working in general and administration, related to accelerated vesting of EQRx equity awards. The expense represents the fair value of the EQRx equity awards converted to Revolution Medicines common stock that is attributable to post-combination service. See tickmark (G).

For the year ended December 31, 2022, reflects the expected severance payments of $11.8 million in connection with the termination of certain EQRx employees in connection with the Mergers. See tickmark (C).

The pro forma combined basic and diluted earnings per share have been adjusted to reflect the pro forma net loss for the nine months ended September 30, 2023 and the year ended December 31, 2022. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of common stock of the combined company that would be outstanding as of the effective time after giving effect to the exchange of shares. For the nine months ended September 30, 2023, and the year ended December 31, 2022, the pro forma weighted average shares outstanding has been calculated as follows:

Historical weighted-average shares outstanding—Basic and Diluted

Shares of common stock expected to be issued to EQRx shareholders and equity award holders

Weighted average number of common shares outstanding—Basic and Diluted