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Relay Therapeutics Announces Proposed Public Offering of Common Stock

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Relay Therapeutics (Nasdaq: RLAY) has launched an underwritten public offering of $175 million of common stock. The company plans to grant underwriters a 30-day option to buy up to an additional 15% of the shares.

All shares are to be sold by Relay Therapeutics under an effective Form S-3ASR shelf registration. Jefferies, TD Cowen, Goldman Sachs and Guggenheim Securities are joint bookrunners, with Raymond James as lead manager. The deal’s timing, size and terms remain subject to market conditions.

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Positive

  • Potential capital raise of $175 million, plus 15% underwriter option
  • Use of effective Form S-3ASR shelf streamlines access to capital markets
  • Syndicate led by multiple major investment banks as joint bookrunners

Negative

  • All shares sold by company, implying equity dilution for existing holders
  • Offering size and completion remain uncertain and market dependent

News Market Reaction – RLAY

+7.87%
34 alerts
+7.87% Session close to close
+14.3% Peak Tracked
-12.9% Trough Tracked
$2.60B Market Cap
1.0x Rel. Volume

In the May 20 session, RLAY gained 7.87%, reflecting a notable positive market reaction. Argus tracked a peak move of +14.3% during that session. Argus tracked a trough of -12.9% from its starting point during tracking. Our momentum scanner triggered 34 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with RLA...
Analysis

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with RLAY’s recent uptrend, as it traded above its 200-day MA at $8.18 with a price of $12.10. Historically, however, offering-related news led to average moves of about -9.6%, so sustained strength would have contrasted with prior dilution-driven softness. Investors watching past patterns might have focused on how quickly the deal was absorbed relative to prior cycles.

Key Figures

Offering size: $175 million Underwriter option period: 30 days Underwriter option size: 15% +3 more
6 metrics
Offering size $175 million Amount of common stock in proposed underwritten public offering
Underwriter option period 30 days Duration of option to purchase additional shares
Underwriter option size 15% Additional shares of common stock relative to base offering
Form type Form S-3ASR Registration form cited for offering
SEC file number 333-281308 File number for registration statement referenced
Filing date August 6, 2024 Date registration statement was filed with SEC

Previous Offering Reports

2 past events · Latest: Sep 10 (Negative)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Sep 10 Offering priced Negative -13.8% Pricing of common stock offering at $7.00 per share with large share issuance.
Sep 09 Offering proposed Negative -5.4% Announcement of proposed $200 million public common stock offering and underwriter option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past equity offerings have been followed by negative reactions, with an average move of about -9.6% across 2 prior events.

Recent Company History

Over prior equity financing cycles, Relay Therapeutics used public offerings to raise capital. On Sep 9–10, 2024, it moved from announcing a proposed common stock offering to pricing 28,571,429 shares at $7.00 per share, targeting roughly $200 million in gross proceeds. Shares fell -5.36% on the proposal and -13.83% on the pricing, indicating that offering-related headlines have historically pressured the stock.

Key Terms

underwritten public offering, prospectus supplement, registration statement
3 terms
underwritten public offering financial
"Relay Therapeutics, Inc. ... announced today that it has commenced an underwritten public offering of $175 million..."
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.
prospectus supplement regulatory
"A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed..."
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.
registration statement regulatory
"The shares of common stock are being offered ... pursuant to an automatically effective ... registration statement on Form S-3ASR..."
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAMBRIDGE, Mass., May 19, 2026 (GLOBE NEWSWIRE) -- Relay Therapeutics, Inc. (Nasdaq: RLAY), a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease, announced today that it has commenced an underwritten public offering of $175 million of shares of its common stock. Relay Therapeutics also intends to grant the underwriters a 30-day option to purchase up to an additional fifteen percent (15%) of the shares of common stock offered in the public offering. All of the shares in the proposed offering are to be sold by Relay Therapeutics.

Jefferies, TD Cowen, Goldman Sachs & Co. LLC and Guggenheim Securities are acting as joint book-running managers for the proposed offering. Raymond James is acting as lead manager. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The shares of common stock are being offered by Relay Therapeutics pursuant to an automatically effective shelf registration statement on Form S-3ASR (File No. 333-281308) that was previously filed with the U.S. Securities and Exchange Commission (SEC) on August 6, 2024. The offering is being made solely by means of a written prospectus and a prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may be obtained, when available, from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Relay Therapeutics

Relay Therapeutics is a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. Relay Therapeutics’ Dynamo® platform integrates an array of leading-edge computational and experimental approaches designed to drug protein targets that have previously been intractable or inadequately addressed. Relay Therapeutics’ lead clinical asset, zovegalisib, is the first pan-mutant selective PI3Kα inhibitor to enter clinical development and is currently in a Phase 3 clinical trial (ReDiscover-2) in HR+/HER2- metastatic breast cancer. Zovegalisib is also being investigated in a group of genetic disease indications called PIK3CA-driven vascular anomalies. Relay Therapeutics’ pipeline also includes programs for NRAS-driven solid tumors and Fabry disease.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Relay Therapeutics’ anticipated public offering. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this press release, such as the intended offering terms, are based on management's current expectations and beliefs and 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 press release, including, without limitation, uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Relay Therapeutics’ most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Relay Therapeutics’ other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the proposed public offering to be filed with the SEC. Any forward-looking statements contained in this press release represent Relay Therapeutics’ views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Relay Therapeutics explicitly disclaims any obligation to update any forward-looking statements, except as required by law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Contact:
Mitch Maisel
Mmaisel@relaytx.com

Media:
Dan Budwick
1AB
973-271-6085
dan@1abmedia.com


FAQ

What did Relay Therapeutics (RLAY) announce on May 19, 2026 about a stock offering?

Relay Therapeutics announced an underwritten public offering of $175 million of common stock. According to Relay Therapeutics, all shares in the proposed deal will be sold by the company under its effective Form S-3ASR shelf registration statement filed with the SEC.

How large is the proposed Relay Therapeutics (RLAY) common stock offering?

Relay Therapeutics plans a $175 million common stock offering. According to Relay Therapeutics, underwriters are expected to receive a 30-day option to purchase up to an additional 15% of the shares, which could modestly increase the total capital raised if exercised.

Will the Relay Therapeutics (RLAY) stock offering dilute existing shareholders?

The offering is expected to be dilutive because all shares are sold by the company. According to Relay Therapeutics, the transaction consists solely of newly issued common stock, with no secondary shares from existing shareholders included in the proposed deal structure.

Who are the underwriters for the Relay Therapeutics (RLAY) May 2026 offering?

Jefferies, TD Cowen, Goldman Sachs and Guggenheim Securities are joint book-running managers. According to Relay Therapeutics, Raymond James will act as lead manager for the proposed $175 million common stock offering, which is being conducted from an effective Form S-3ASR shelf.

When will the Relay Therapeutics (RLAY) stock offering be completed and at what terms?

The timing and final terms of the offering are not yet assured. According to Relay Therapeutics, completion, actual size and pricing of the $175 million proposed common stock sale depend on market and other conditions and therefore may change or not occur.