Relay Therapeutics Inc美股招股说明书(2026-08-06版)

Common Stock We have entered into a sales agreement (the “Original Sales Agreement”), as amended by Amendment No.1 to Sales Agreement, dated August6, 2026(the “Amendment” and collectively with the Original Sales Agreement, the “Sales Agreement”) with TD Securities (USA) LLC (which we refer to as“TD Cowen” or the “Sales Agent”), relating to shares of our common stock, par value $0.001 per share, offered by this prospectus. Through August 3,2026, the Company issued 16,006,569 shares of its common stock under the Original Sales Agreement and approximately $87,021,951 in shares ofcommon stock remained eligible for sale under the Original Sales Agreement. In accordance with the terms of the Sales Agreement, we may offer andsell shares of our common stock having an aggregate offering price of up to an additional $212,978,049 from time to time through the Sales Agent. Salesof the shares of common stock, if any, may be made on The Nasdaq Global Market at market prices and such other sales as agreed upon by us and theSales Agent, as the case may be. Our common stock is listed on The Nasdaq Global Market under the symbol “RLAY”. On July31, 2026 the closing price of our common stock, asreported on The Nasdaq Global Market, was $18.83 per share. Sales of our common stock, if any, under this prospectus will be made in negotiated transactions, including block trades or block sales, or by any methodpermitted by law deemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended, orthe Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of securities but will use commercially reasonable effortsto sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutuallyagreed terms between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation at a commission rate of up to 3.0% of the gross proceeds from the sales of common stock sold underthe Sales Agreement. See “Plan of Distribution” beginning on pageS-14 for additional information regarding the compensation to be paid to the SalesAgent. In connection with the sale of the common stock on our behalf, the Sales Agent may be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of the Sales Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act and the Exchange Act. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties referenced under theheading “Risk Factors” on page S-6 of this prospectus and in the documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TD Cowen Prospectus dated August6, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About this ProspectusProspectus SummaryThe OfferingRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference PROSPECTUS About This ProspectusRisk FactorsCautionary Note Regarding Forward-Looking StatementsThe CompanyUse of ProceedsSecurities We and/or Selling Stockholders May Offer or SellDescription of Capital StockDescription of Debt Securities Description of Warrants Description of Units Plan of Distribution Legal Matters Experts Where You Can Find More Information Incorporation by Reference We are responsible for the information contained and incorporated by reference in this prospectus and in any related free writing prospectus we prepareor authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others maygive you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful,or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. Theinformation contained in this document speaks only as of the date of this document, unless the information specifically indicates that another dateapplies. Our business, financial condition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the