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Organization
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization
1.
Organization

Revolution Medicines, Inc. (the Company) is a clinical-stage precision oncology company focused on developing targeted therapies to inhibit frontier targets in RAS-addicted cancers. The Company was founded in October 2014 and is headquartered in Redwood City, California.

Liquidity

The Company has incurred net operating losses in each year since inception. As of September 30, 2023, the Company had an accumulated deficit of $976.2 million. Management believes that its existing cash, cash equivalents and marketable securities will enable the Company to fund its planned operations for at least 12 months following the issuance date of these unaudited condensed consolidated financial statements. The Company has been able to fund its operations through the issuance and sale of common stock and redeemable convertible preferred stock in addition to upfront payments and research and development cost reimbursement received under the Company’s collaboration agreement with Genzyme Corporation, an affiliate of Sanofi. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending should additional capital not become available could have a material adverse effect on the Company’s ability to achieve its business objectives.

Merger Agreement

On July 31, 2023, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with EQRx, Inc., a Delaware corporation (EQRx), Equinox Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (Merger Sub I), and Equinox Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (Merger Sub II).

Pursuant to the terms of the Merger Agreement, the Company will acquire EQRx in an all-stock transaction (the EQRx Acquisition), subject to satisfaction of customary closing conditions and approval by the Company’s and EQRx’s stockholders. At closing, EQRx stockholders will receive the number of shares of the Company’s common stock equal to the sum of 7,692,308 shares (determined as $200.0 million divided by $26.00 per share) plus a number of shares equal to $870.0 million divided by a price that is a 6% discount to the 5-day volume-weighted average share price of the Company’s common stock measured in close proximity to the stockholder vote.

The Merger Agreement provides for Merger Sub I to be merged with and into EQRx (the First Merger), with EQRx surviving the First Merger as a direct, wholly owned subsidiary of the Company (the Surviving Corporation), and as soon as practicable following the First Merger, the Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II surviving as a direct, wholly owned subsidiary of the Company.

The transaction is anticipated to close in November 2023.

Public offerings

In November 2021, the Company entered into a sales agreement with Cowen and Company, LLC (Cowen) to sell shares of its common stock, from time to time, with aggregate gross proceeds of up to $250.0 million, through an at-the-market equity offering program (ATM). During the nine months ended September 30, 2023, the Company sold an aggregate of 2,482,880 shares of common stock under the ATM, resulting in gross proceeds of $63.5 million. After deducting commissions and expenses of $1.4 million, net proceeds to the Company were $62.1 million during the nine months ended September 30, 2023.

In March 2023, the Company issued and sold 15,681,818 shares of its common stock in an underwritten public offering (including the exercise in full by the underwriters of their option to purchase an additional 2,045,454 shares of the Company’s common stock) at a price to the public of $22.00 per share, for net proceeds of $323.7 million, after deducting underwriting discounts and commissions of $20.7 million and expenses of $0.6 million.