CMLS III $7.25M Securities Class Action Settlement

Investors who held CM Life Sciences III Inc. Class A common stock immediately after 5 p.m. Eastern time on Dec. 14, 2021, may be eligible to claim a cash payment from a class action settlement.

CMLS Holdings III LLC, Casdin Capital LLC, Corvex Management LP, Revolution Medicines Inc., Alexis Borisy and several individual defendants agreed to pay $7.25 million to settle a class action lawsuit alleging they breached their fiduciary duties and made materially false and misleading statements in connection with the business combination of CMLS III and EQRx Inc. The lawsuit also claimed these actions harmed stockholders by discouraging them from redeeming their shares.

Who can file a claim?

The settlement includes all record and beneficial holders of CMLS III Class A common stock who held such stock immediately following the redemption deadline of 5 p.m. Eastern time on Dec. 14, 2021. This includes successors-in-interest who obtained shares by operation of law.

Additional details

• Both individuals and entities can be class members.
• Authorized representatives may submit claims on behalf of beneficial owners subject to the requirements of the claim form.
• All joint holders must sign the claim form.
• Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $7,250,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of shares held as of Dec. 14, 2021, that they did not redeem
• What happened to those shares after Dec. 14, 2021
• The total recognized claims of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• The settlement administrator will calculate each class member's payment based on the recognized claim amount assigned to each share.
• Recognized claim amounts depend on what happened to the shares after Dec. 14, 2021. The settlement administrator will calculate them using the court-approved plan of allocation, which applies different formulas depending on when class members held or sold shares.
• For shares held as of Dec. 14, 2021, that the class member did not redeem and sold prior to the closing on Dec. 17, 2021, or converted to new EQRx common stock and sold before the close of the market on Nov. 9, 2023, at a price below $10, the recognized claim is the redemption price of $10 minus the sale price plus the $0.10 base amount.
• For shares held as of Dec. 14, 2021, that the class member did not redeem and sold prior to the closing on Dec. 17, 2021, or converted to new EQRx common stock and sold before the close of the market on Nov. 9, 2023, at a price of $10 or greater, the recognized claim is the $0.10 base amount.
• For shares held as of Dec. 14, 2021, that the class member did not redeem and converted to new EQRx common stock and held as of the close of the market on Nov. 9, 2023, the recognized claim is $7.66 (calculated as the redemption price of $10 minus $2.34, the closing stock price of new EQRx on Nov. 9, 2023) plus the $0.10 base amount for a total of $7.76 per share.
• For shares redeemed in connection with the merger, the recognized claim is $0.

• The settlement administrator will set any recognized claim that calculates to a negative number to $0.
• If total recognized claims exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout.

How to claim a CMLS III settlement payment

Class members can file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is May 25, 2026.

Settlement administrator's mailing address: CMLS III Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91222, Seattle, WA 98111

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or taxpayer identification number. They must also provide holdings and transaction information, including:

• Number of shares held as of Dec. 14, 2021
• Trade dates for purchases and sales after Dec. 14, 2021, through Nov. 9, 2023
• Number of shares purchased, acquired or sold
• Total purchase, sale or acquisition price
• Number of shares of new EQRx common stock held as of Nov. 9, 2023 (if applicable)

Class members must also provide documentation to support their holdings and transactions in CMLS III Class A common stock or new EQRx common stock. Acceptable proof includes:

• Broker confirmation slips
• Broker account statements
• Authorized statements from a broker, financial advisor or financial institution containing the transactional information found in a confirmation slip

Payout options

• Physical check
• Electronic payment

$7.25 million settlement fund

The $7,250,000 settlement fund includes:

• Settlement administration costs: Amount not specified
• Attorneys' fees and expenses: Up to $1,450,000
• Service awards to plaintiffs: Up to $10,000 total
• Payments to eligible class members: Remainder of the fund

Important dates

• Fairness hearing: April 21, 2026
• Deadline to file a claim: May 25, 2026

When is the CMLS III securities class action settlement payout date?

The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.

Why is there a class action settlement?

The class action lawsuit alleged CMLS Holdings III LLC and related defendants made materially false and misleading statements and breached their fiduciary duties in connection with their business combination with EQRx Inc. The plaintiffs claimed these actions harmed stockholders by discouraging them from redeeming their shares.

Defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Settlement FAQ
3. Claim form