Expect immediate selling pressure from the dilutive offering, partially offset by same-day positive Phase 1/2 ReInspire data. Watch pricing of the shares at the actual offering discount vs. $12.20 reference price — larger discount signals weaker demand. The 60-day lock-up confines insider selling risk, but after expiration, the $87M ATM facility adds overhang. Monitor whether the company can dose-optimize zovegalisib in vascular anomalies and advance the Phase 3 ReDiscover-2 breast cancer trial without additional capital raises for 12-18 months.
Price Chart
Executive Summary
Relay Therapeutics is filing a 424B5 to offer $175 million of common stock (up to $201.25 million with the underwriters' option). The pre-revenue clinical-stage biotech plans to use proceeds for pipeline research and development, working capital, and general corporate purposes. The offering will dilute existing shareholders by ~7-8% based on shares outstanding at March 31, 2026, and follows positive clinical data released the same day from the ReInspire Trial for zovegalisib in vascular anomalies.
Key Facts
- Offering of $175,000,000 of common stock (up to $201,250,000 if underwriters exercise option in full)
- Underwriters have a 30-day option to purchase an additional $26,250,000 of shares
- Closing price on May 15, 2026 was $12.20 per share; market cap approximately $2.3B
- Net tangible book value as of March 31, 2026 was $642.2 million ($3.39 per share on 189,209,453 shares outstanding)
- Proceeds will fund research, clinical development, working capital, and general corporate purposes
- Insiders and directors subject to a 60-day lock-up; company also locked up for 60 days
- After lock-up, company may sell up to $87.0 million in additional shares via ATM facility (TD Securities)
- 16,006,569 shares already sold under the existing ATM facility prior to this offering
- Filing follows same-day positive clinical data from ReInspire Trial (zovegalisib) announced May 19, 2026 in vascular anomalies
- Pre-revenue clinical-stage biotech with no approved products and no product revenue
Financial Impact
Dilutive offering of $175 million; 189,209,453 shares outstanding pre-offering. At the $12.20 reference price, this represents approximately 14.3 million new shares (~7.5% dilution), plus up to another ~2.15 million shares if greenshoe exercised (~1.1% additional). Post-offering, the company faces an additional $87M in potential ATM dilution after lock-up expires.
Risk Factors
- Immediate dilution of ~7.5-8.5% from the offering, with further dilution potential from the $87M ATM after lock-up
- Pre-revenue, pre-profitability — no approved products and no product sales, R&D burn rate high
- Clinical-stage risk: zovegalisib ReDiscover-2 Phase 3 and ReInspire Phase 1/2 data are early; failure would trigger significant downside
- Insider concentration (~51.2% held by executive officers, directors, and principal stockholders) limits public shareholder influence
- 60-day lock-up expiration creates future overhang for the ~14M new shares plus potential ATM sales
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001193125-26-231113 |
| Document: 0001193125-26-231113-index-headers.html | 0001193125-26-231113 |
| Document: 0001193125-26-231113-index.html | 0001193125-26-231113 |
| Document: 0001193125-26-231113.txt | 0001193125-26-231113 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 9, 2026 23d ago | Insider Cluster | $18.66 $18.84 | ▲ +0.96% | ▲ +1.62% | $18.96 (+1.61%) |
Aug 28, 2026 5w ago | Insider Cluster | $18.77 $19.04 | ▼ −1.44% | ▼ −1.33% | $18.96 (−1.01%) |
Aug 18, 2026 6w ago | Insider Cluster | $20.61 $20.57 | ▲ +0.19% | ▼ −0.01% | $18.96 (+8.01%) |
Jul 8, 2026 12w ago | Insider Cluster | $19.63 $19.08 | ▼ −2.80% | ▼ −3.66% | $18.96 (−3.41%) |
Jun 22, 2026 14w ago | 144 | $17.44 $19.74 | ▲ +13.19% | ▲ +12.18% | $18.96 (+8.72%) |
Jun 12, 2026 16w ago | Institutional Cluster | $14.81 $15.88 | ▲ +7.22% | ▲ +6.55% | $18.96 (+28.02%) |
May 21, 2026 19w ago | 8-K | $13.53 $14.26 | ▼ −5.40% | ▼ −3.74% | $18.96 (−40.13%) |
May 21, 2026 19w ago | Press Release | $13.66 $14.05 | ▼ −2.86% | ▼ −1.01% | $18.96 (−38.80%) |
May 19, 2026 19w ago | 424B5 | $13.02 $13.90 | ▼ −6.76% | ▼ −4.96% | $18.96 (−45.62%) |
May 19, 2026 19w ago | Press Release | $13.02 $14.43 | ▼ −10.83% | ▼ −9.59% | $18.96 (−45.62%) |
US Market Status
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