Relay Therapeutics amends ATM deal, adds legal opinion and Q2 results in same filing

Relay Therapeutics, Inc. filed a Form 8-K on August 6, 2026 covering three items: the finalized amendment to its at-the-market stock sales agreement with TD Securities (USA) LLC (TD Cowen), a related legal opinion from outside counsel, and the company's second-quarter financial results.

On the ATM program, Relay confirmed that the company entered into an amendment to the original sales agreement to increase the size of the at-the-market offering program from $250,000,000 to $462,978,049.¹ The filing states that as of the date of the report, Relay had sold shares worth roughly $162,978,049 under the sales agreement pursuant to the existing prospectus.¹ To account for the expanded capacity, the company said it would file a new prospectus supplement on August 6, 2026, covering the offer and sale of up to $212,978,049 of additional shares through TD Cowen as sales agent.¹

The amendment also revised several administrative terms, including changing the company's listed address to 60 Hampshire Street, Cambridge, Massachusetts 02139,¹ and switching the referenced outside counsel from Dechert LLP to Cooley LLP.¹ Relay noted it will continue to pay TD Cowen compensation in cash of up to 3.0% of gross proceeds from any share sales under the agreement,¹ and reiterated that it is not obligated to make any sales of common stock under the agreement.¹

For the share issuance tied to the New Prospectus Supplement, Goodwin Procter LLP, counsel to the company, issued a legal opinion relating to the additional shares, attached as Exhibit 5.1 to the filing.¹

Separately, under Item 2.02, the filing disclosed that Relay announced its financial results for the quarter ended June 30, 2026, with the press release furnished as Exhibit 99.2 to the report.¹