Relay Therapeutics Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2024, we entered into a securities purchase agreement with Nextech Crossover I SCP, or the Investor, for the private placement of 2,500,000 shares of common stock at $12.00 per share, or the Private Placement. We received $29.8 million in proceeds from the Private Placement, which were net of $0.2 million in offering expenses. The shares were registered for resale pursuant to our Registration Statement on Form S-3, filed with the SEC on August 12, 2021, and prospectus supplement relating to the shares, filed with the SEC on January 10, 2024 (File No. 333-258768). Based in part upon the representations of the Investor in the securities purchase agreement, the offering and sale of the shares of common stock was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or “blue sky” laws.