Relay Therapeutics (NASDAQ: RLAY) prices $296.8 million public stock offering
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Relay Therapeutics, Inc. entered into an underwriting agreement with Jefferies and TD Securities for an underwritten public offering of 22,916,667 shares of common stock at $12.00 per share. Underwriters received a 30-day option for up to 3,437,500 additional shares, which was exercised in full on May 21, 2026.
The company expects net proceeds of approximately $296.8 million after underwriting discounts and expenses. The offering, made off an effective Form S-3ASR shelf using a May 20, 2026 prospectus supplement, is expected to close on May 22, 2026, subject to customary conditions.
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Insights
Relay Therapeutics is raising about $296.8 million through a sizable underwritten stock offering.
Relay Therapeutics is issuing 22,916,667 new common shares at $12.00 per share, with underwriters fully exercising an option for 3,437,500 extra shares. This transaction is conducted under an existing automatic shelf registration, indicating prior preparation for equity issuance.
The company expects approximately $296.8 million in net proceeds, which increases its cash resources but also adds share count, implying dilution to existing holders. Actual impact depends on how efficiently this capital is deployed, which is not detailed here and will be clarified in future periodic reports.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Primary shares offered: 22,916,667 shares
Underwriters’ option shares: 3,437,500 shares
Public offering price: $12.00 per share
+2 more
5 metrics
Primary shares offered
22,916,667 shares
Underwritten public offering of common stock
Underwriters’ option shares
3,437,500 shares
Additional shares; option exercised in full on May 21, 2026
Public offering price
$12.00 per share
Price to the public for common stock
Estimated net proceeds
$296.8 million
After underwriting discounts, commissions, and expenses
Expected closing date
May 22, 2026
Settlement of the offering, subject to customary conditions
Key Terms
Underwriting Agreement, underwritten public offering, shelf registration statement, prospectus supplement, +1 more
5 terms
Underwriting Agreement financial
"entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and TD Securities"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
underwritten public offering financial
"relating to an underwritten public offering (the “Offering”) of 22,916,667 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statement regulatory
"The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"as supplemented by a prospectus supplement dated May 20, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What equity offering did Relay Therapeutics (RLAY) announce in this 8-K?
Relay Therapeutics announced an underwritten public offering of 22,916,667 shares of common stock at $12.00 per share. The deal includes an underwriters’ option, exercised in full, to purchase an additional 3,437,500 shares on the same economic terms.
How much cash will Relay Therapeutics (RLAY) receive from the stock sale?
Relay Therapeutics expects net proceeds of approximately $296.8 million from the offering. This figure is after deducting underwriting discounts, commissions, and other estimated expenses the company must pay to complete the transaction.
Did the underwriters exercise their option in the Relay Therapeutics (RLAY) offering?
Yes. The underwriters exercised in full a 30-day option to buy up to 3,437,500 additional Relay Therapeutics common shares. These extra shares are sold at the public offering price, less underwriting discounts and commissions, increasing total shares issued.
When is Relay Therapeutics (RLAY) expecting the offering to close?
Relay Therapeutics expects the offering to close on May 22, 2026, subject to customary closing conditions. These conditions typically include final documentation, delivery of legal opinions, and confirmation that no material adverse events have occurred before settlement.
Under what registration statement is the Relay Therapeutics (RLAY) offering being made?
The offering is being made under Relay Therapeutics’ effective automatic shelf registration statement on Form S-3ASR, File No. 333-281308. It uses a base prospectus dated August 6, 2024, supplemented by a prospectus supplement dated May 20, 2026.
Who are the lead underwriters for the Relay Therapeutics (RLAY) equity offering?
Jefferies LLC and TD Securities (USA) LLC are serving as representatives of the several underwriters. They entered into an underwriting agreement with Relay Therapeutics, handling the public sale and receiving customary indemnification against certain Securities Act liabilities.