Relay Therapeutics Enters Material Agreement, Sells Equity

Ticker: RLAY · Form: 8-K · Filed: Jan 8, 2024 · CIK: 1812364

Relay Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanyRelay Therapeutics, Inc. (RLAY)
Form Type8-K
Filed DateJan 8, 2024
Risk Levellow
Pages5
Reading Time6 min
Key Dollar Amounts$0.001, $12.00, $30 m
Sentimentbullish

Complexity: simple

Sentiment: bullish

Topics: material-agreement, equity-sales, financing

TL;DR

**Relay Therapeutics just secured new funding or a major deal, boosting its financial outlook.**

AI Summary

Relay Therapeutics, Inc. filed an 8-K on January 8, 2024, indicating an entry into a material definitive agreement and unregistered sales of equity securities. This filing signals that the company has secured new funding or made a significant strategic partnership, which could provide capital for its drug development programs. For investors, this matters because new funding can extend the company's cash runway and support its research, potentially reducing the need for immediate dilutive financing and increasing the likelihood of successful product development.

Why It Matters

This filing suggests Relay Therapeutics has strengthened its financial position or formed a key partnership, which is crucial for a biotech company's long-term viability and drug development efforts.

Risk Assessment

Risk Level: low — The filing indicates positive developments like new agreements and equity sales, which typically reduce immediate financial risk for a biotech company.

Analyst Insight

A smart investor would monitor Relay Therapeutics for further announcements regarding the specifics of the material definitive agreement and the terms of the unregistered equity sales, as these details will clarify the financial impact and strategic implications for the company.

Key Numbers

  • 001-39385 — Commission File Number (Relay Therapeutics' SEC file number)
  • 47-3923475 — IRS Employer Identification No. (Relay Therapeutics' IRS number)

Key Players & Entities

  • Relay Therapeutics, Inc. (company) — the registrant filing the 8-K
  • January 8, 2024 (date) — date of earliest event reported and filing date
  • Nasdaq Global Market (exchange) — where Relay Therapeutics' Common Stock is registered
  • $0.001 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

  • Relay Therapeutics will announce details of the material definitive agreement and equity sales in an upcoming press release or subsequent filing. (Relay Therapeutics, Inc.) — high confidence, target: Q1 2024
  • The new funding from the unregistered sales of equity securities will extend Relay Therapeutics' cash runway beyond previous estimates. (Relay Therapeutics, Inc.) — medium confidence, target: Q4 2024

FAQ

What specific items were reported in this 8-K filing by Relay Therapeutics, Inc.?

Relay Therapeutics, Inc. reported 'Entry into a Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' as key items in this 8-K filing on January 8, 2024.

What is the trading symbol and exchange for Relay Therapeutics, Inc.'s common stock?

The trading symbol for Relay Therapeutics, Inc.'s common stock is RLAY, and it is registered on the Nasdaq Global Market.

What is the par value of Relay Therapeutics, Inc.'s common stock?

The par value of Relay Therapeutics, Inc.'s common stock is $0.001 per share.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 08, 2024.

What is the business address of Relay Therapeutics, Inc.?

The business address of Relay Therapeutics, Inc. is 399 Binney Street, Cambridge, Massachusetts, 02139.

Filing Stats: 1,401 words · 6 min read · ~5 pages · Grade level 12.7 · Accepted 2024-01-08 07:05:17

Key Financial Figures

  • $0.001 — ch registered Common Stock, par value $0.001 per share RLAY Nasdaq Global Market
  • $12.00 — (the “Common Stock”), at $12.00 per share. The aggregate gross proceeds
  • $30 m — Private Placement will be approximately $30 million, before deducting estimated offer

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2024, Relay Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Nextech Crossover I SCP (the “Purchaser”), for the private placement (the “Private Placement”) of 2,500,000 shares (the “PIPE Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at $12.00 per share. The aggregate gross proceeds for the Private Placement will be approximately $30 million, before deducting estimated offering expenses payable by the Company. The closing of the Private Placement is anticipated to occur on January 10, 2024, subject to the satisfaction of customary closing conditions. Pursuant to the Purchase Agreement, the Company also agreed to file a registration statement with the Commission no later than 15 business days following the date of the agreement to register the resale of the PIPE Shares, to use its commercially reasonable efforts to have such registration statement to be declared effective within the time period set forth in the Purchase Agreement and to keep such registration statement effective for up to three years. The Company will also agree among other things, to indemnify the Purchaser and the Purchaser’s affiliates under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s)) incident to the Company’s obligation to file such registration statement. The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, as a transaction by an issuer not involving a public offering. The Purchaser has acquired the secur

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information regarding the Private Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The PIPE Shares issued and sold in the Private Placement are being offered pursuant to Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. The Company relied on this exemption from registration for the Private Placement based in part on the representations made by the Purchaser, including the representations with respect to the Purchaser’s investment intent. The securities were not issued through any general solicitation or advertisement. A Form D filing will be made following the closing of the Private Placement in accordance with the requirements of Regulation D. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company will be conducting meetings with participants attending the 42nd Annual J.P. Morgan Healthcare Conference (the “Conference”) during the week of January 8, 2024. A copy of the slides to be presented by the Company at the Conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On January 8, 2024, the Company issued a press release announcing the Private Placement. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Private Placement and expectations regarding the Company’s cash runway, use of capital, expenses and other future financial results. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as those related to the anticipated closing of the Private Placement, are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith, including, without limitation, uncertainties related to market conditions and the completion of the Private Placement on the anticipated terms or at all. These and other risks and uncertainties are described in greater detail in the section entit

01 Exhibits

Item 9.01 Exhibits 10.1 Securities Purchase Agreement, dated as of January 8, 2024, among Relay Therapeutics, Inc. and the purchaser party thereto. 99.1 42nd Annual J.P. Morgan Healthcare Conference Company Presentation, dated January 2024, furnished herewith . 99.2 Press Release, dated January 8, 2024 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RELAY THERAPEUTICS, INC. Date: January 8, 2024 By: /s/ Brian Adams Brian Adams Chief Legal Officer

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