Relay Therapeutics, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
RLAY$18.60+9.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001193125-26-338056
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001193125-26-447294
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 146 current paragraphs.
111 unchanged; 29 reworded; 6 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
costs under collaborations, including payments at contract execution, annually, and/or upon achievement of certain milestones;
Current report
the evolving geopolitical landscape that may limit or restrict access to foreign clinical trial sites and/or foreign clinical trial data and documentation;
Current report
During the three months ended September 30, 2026 and 2025, we recognized no license or other revenue.
Current report
General and administrative expenses were $13.1 million for the three months ended September 30, 2026 compared to $12.1 million for the three months ended September 30, 2025. The increase of $1.0 million was primarily due to non-recurring costs related to the termination of our operating lease at One Kendall Square, as well as increases in other miscellaneous general and administrative costs.
Current report
Comparison of the nine months ended September 30, 2026 and 2025
Current report
During the three months ended September 30, 2026, we terminated our lease for 12,190 square feet of office space in Building 300 at One Kendall Square, Cambridge, MA. For more information, please refer to Note 3, Segment Information, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Removed paragraphs (4)
Previous report
During the three months ended June 30, 2026 the Company recognized $0.4 million of revenue from the Elevar Agreement, specifically upon transfer of active pharmaceutical ingredient and other materials.
Previous report
During the three months ended June 30, 2025, the Company recognized $0.7 million of revenue from the Elevar Agreement, specifically upon transfer of active pharmaceutical ingredient and other materials.
Previous report
General and administrative expenses were $14.7 million for the three months ended June 30, 2026 compared to $13.6 million for the three months ended June 30, 2025. The increase of $1.1 million was primarily due to increased legal expenses, offset by decreases in employee compensation costs, including stock compensation expense.
Previous report
Comparison of the six months ended June 30, 2026 and 2025
Reworded paragraphs (29)
Previous wording
In addition to the programs mentioned above, we have initiated a clinical trial studying RLY-8161, our NRAS-selective inhibitor, in patients with NRAS-mutant melanoma and other NRAS-mutant solid tumors. In our research pipeline, we are advancing our non-inhibitory chaperone for Fabry disease, as well as early-stage discovery programs across both precision oncology and genetic diseases.
Current wording
In addition to the programs mentioned above, we have initiated a clinical trial studying RLY-8161, our NRAS-selective inhibitor, in patients with NRAS-mutant melanoma and other NRAS-mutant solid tumors. In our research pipeline, we are advancing our non-inhibitory chaperone for Fabry disease and a mutant-selective TIE2 inhibitor for vascular anomalies, as well as early-stage discovery programs across both precision oncology and genetic diseases.
Previous wording
In December 2024, we and Elevar Therapeutics, Inc., or Elevar, entered into an exclusive global licensing agreement, or the Elevar Agreement, pursuant to which Elevar was granted global development and commercialization rights for lirafugratinib. Under the terms of the Elevar Agreement, we received $5.0 million upon execution, $3.7 million upon transfer of active pharmaceutical ingredient and other materials, and $10.0 million in milestone payments as of June 30, 2026. We are eligible to receive up to $485.0 million in regulatory and commercial milestone payments, as well as tiered royalties.
Current wording
In December 2024, we and Elevar Therapeutics, Inc., or Elevar, entered into an exclusive global licensing agreement, or the Elevar Agreement, pursuant to which Elevar was granted global development and commercialization rights for lirafugratinib. Under the terms of the Elevar Agreement, we received $5.0 million upon execution, $3.7 million upon transfer of active pharmaceutical ingredient and other materials, and $10.0 million in milestone payments as of September 30, 2026. We are eligible to receive up to $485.0 million in regulatory and commercial milestone payments, as well as tiered royalties. In September 2026, the FDA granted full approval for LYRFIGTU™ (lirafugratinib) as a treatment option for patients with cholangiocarcinoma with FGFR2 fusion or other rearrangement.
Previous wording
In August 2024, we entered into a sales agreement, or the 2024 Sales Agreement, with TD Securities (USA) LLC, or TD Securities, pursuant to which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $250.0 million from time to time in “at-the-market” offerings through TD Securities, as our sales agent. As of June 30, 2026, we sold 16,006,569 shares of common stock under the 2024 Sales Agreement, from which we received $163.0 million in gross proceeds. In connection therewith, we paid $3.8 million in commissions to TD Securities, yielding $159.2 million in net proceeds.
Current wording
In August 2024, we entered into a sales agreement, or the Original Sales Agreement, with TD Securities (USA) LLC, or TD Securities, pursuant to which we may offer and sell shares of our common stock, from time to time, in “at-the-market” offerings through TD Securities, as our sales agent. In August 2026, we entered into an amendment to the Original Sales Agreement (such amendment, together with the Original Sales Agreement, collectively, the Sales Agreement) to increase the size of the at-the-market offering program from $250.0 million to $463.0 million. As of September 30, 2026, we sold 16,006,569 shares of common stock under the Sales Agreement, from which we received $159.2 million in net proceeds.
Previous wording
Inflation generally affects us by increasing our employee-related costs and clinical trial expenses, as well as other operating expenses. Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as public health crises, global supply chain disruptions, uncertain global economic conditions, global trade disputes or political instability as further discussed in the section "Risk Factors" in this Quarterly Report on Form 10-Q. We do not believe that such factors had a material adverse impact on our results of operations during the three and six months ended June 30, 2026.
Current wording
Inflation generally affects us by increasing our employee-related costs and clinical trial expenses, as well as other operating expenses. Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as public health crises, global supply chain disruptions, uncertain global economic conditions, global trade disputes or political instability as further discussed in the section "Risk Factors" in this Quarterly Report on Form 10-Q. We do not believe that such factors had a material adverse impact on our results of operations during the three and nine months ended September 30, 2026.
Previous wording
Since our inception, we have incurred significant operating losses on an aggregate basis. Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current or future product candidates. Our net losses were $157.0 million and $147.4 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 we had an accumulated deficit of $2.2 billion. These losses have resulted primarily from costs incurred in connection with research and development activities, licensing and patent investment, and general and administrative costs associated with our operations. We expect to continue to incur significant expenses, including the costs of operating as a public company, andgenerate significant operating losses for at least the next several years.
Current wording
Since our inception, we have incurred significant operating losses on an aggregate basis. Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current or future product candidates. Our net losses were $238.7 million and $221.6 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 we had an accumulated deficit of $2.3 billion. These losses have resulted primarily from costs incurred in connection with research and development activities, licensing and patent investment, and general and administrative costs associated with our operations. We expect to continue to incur significant expenses, including the costs of operating as a public company, andgenerate significant operating losses for at least the next several years.
Previous wording
We believe our cash, cash equivalents, and investments of $910.9 million as of June 30, 2026 will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We will need to raise additional capital in the future to continue developing the drugs in our pipeline and to commercialize any approved drug. We may seek to obtain additional financing in the future through the issuance of our common stock, through other equity or debt financings, or through collaborations or partnerships with other companies. We may not be able to raise additional capital on terms acceptable to us, or at all, and any failure to raise capital as and when needed could compromise our ability to execute on our business plan.
Current wording
We believe our cash, cash equivalents, and investments of $848.6 million as of September 30, 2026 will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We will need to raise additional capital in the future to continue developing the drugs in our pipeline and to commercialize any approved drug. We may seek to obtain additional financing in the future through the issuance of our common stock, through other equity or debt financings, or through collaborations or partnerships with other companies. We may not be able to raise additional capital on terms acceptable to us, or at all, and any failure to raise capital as and when needed could compromise our ability to execute on our business plan.
Previous wording
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from any public health crisis or ongoing geopolitical conflicts and related global economic sanctions;
Current wording
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from any public health crisis or ongoing geopolitical conflicts and related global economic sanctions, tariffs or other trade restrictions;
Previous wording
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect to continue to incur significant research and development expenses for the foreseeable future as we continue to conduct clinical trials of our lead product candidate, initiate clinical trials for our other product candidates, as well as identify and develop additional product candidates.
Current wording
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect to continue to incur significant research and development expenses for the foreseeable future as we continue to conduct clinical trials of our lead product candidate, conduct and/or initiate clinical trials for our other product candidates, as well as identify and develop additional product candidates.
Previous wording
Research and development expenses were $147.0 million for the six months ended June 30, 2026 compared to $137.7 million for the six months ended June 30, 2025. The increase of $9.3 million was primarily due to increases in costs across ongoing clinical trials for zovegalisib, partially offset by the impact from strategic choices made to streamline the research organization prior to 2026.
Current wording
Research and development expenses were $77.1 million for the three months ended September 30, 2026 compared to $68.3 million for the three months ended September 30, 2025. The increase of $8.9 million was primarily due to increases in costs across ongoing clinical trials, as well as non-recurring costs related to the termination of our operating lease at One Kendall Square, partially offset by the impact from strategic choices made to streamline the research organization prior to 2026.
Previous wording
Other income, net, was $7.1 million for the three months ended June 30, 2026 compared to $6.5 million for the three months ended June 30, 2025. The increase of $0.6 million was primarily a result of changes in the amounts invested between periods, as well as fluctuations in interest rates.
Current wording
Other income, net, was $8.5 million for the three months ended September 30, 2026 compared to $6.2 million for the three months ended September 30, 2025. The increase of $2.3 million was primarily a result of changes in the amounts invested between periods, as well as fluctuations in interest rates.
Previous wording
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
Current wording
The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025:
Previous wording
During the six months ended June 30, 2026 the Company recognized $3.4 million of revenue from the Elevar Agreement, specifically upon receipt of certain milestone payments, as well as upon transfer of active pharmaceutical ingredient and other materials.
Current wording
During the nine months ended September 30, 2026 we recognized $3.4 million of revenue from the Elevar Agreement, specifically upon receipt of certain milestone payments, as well as upon transfer of active pharmaceutical ingredient and other materials.
Previous wording
During the six months ended June 30, 2025, the Company recognized $8.4 million of revenue from the Elevar Agreement, specifically in connection with the completion of each of our performance obligations thereunder in the period.
Current wording
During the nine months ended September 30, 2025, we recognized $8.4 million of revenue from the Elevar Agreement, specifically in connection with the completion of each of our performance obligations thereunder in the period.
Previous wording
The following summarizes our research and development expenses for the six months ended June 30, 2026 and 2025:
Current wording
The following summarizes our research and development expenses for the nine months ended September 30, 2026 and 2025:
Previous wording
Research and development expenses were $76.5 million for the three months ended June 30, 2026 compared to $63.9 million for the three months ended June 30, 2025. The increase of $12.6 million was primarily due to increases in costs across ongoing clinical trials for zovegalisib, partially offset by the impact from strategic choices made to streamline the research organization prior to 2026.
Current wording
Research and development expenses were $224.2 million for the nine months ended September 30, 2026 compared to $206.0 million for the nine months ended September 30, 2025. The increase of $18.2 million was primarily due to increases in costs across ongoing clinical trials, partially offset by the impact from strategic choices made to streamline the research organization prior to 2026.
Previous wording
General and administrative expenses were $25.7 million for the six months ended June 30, 2026 compared to $32.4 million for the six months ended June 30, 2025. The decrease of $6.6 million was primarily due to decreases in employee compensation costs, including stock compensation expense, and costs to obtain the Elevar Agreement, which were expensed during the six months ended June 30, 2025.
Current wording
General and administrative expenses were $38.8 million for the nine months ended September 30, 2026 compared to $44.5 million for the nine months ended September 30, 2025. The decrease of $5.7 million was primarily due to decreases in employee compensation costs, including stock compensation expense, and costs to obtain the Elevar Agreement, which were expensed during the nine months ended September 30, 2025, offset by legal expenses.
Previous wording
Other income, net, was $12.4 million for the six months ended June 30, 2026 compared to $14.3 million for the six months ended June 30, 2025. The decrease of $1.9 million was primarily a result of changes in the amounts invested between periods, as well as fluctuations in interest rates.
Current wording
Other income, net, was $20.9 million for the nine months ended September 30, 2026 compared to $20.5 million for the nine months ended September 30, 2025. The increase of $0.4 million was primarily a result of changes in the amounts invested between periods, as well as fluctuations in interest rates.
Previous wording
As of June 30, 2026, we had cash, cash equivalents, and investments of $910.9 million.
Current wording
As of September 30, 2026, we had cash, cash equivalents, and investments of $848.6 million.
Previous wording
In August 2024, we entered into the 2024 Sales Agreement with TD Securities, pursuant to which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $250.0 million from time to time in “at-the-market” offerings through TD Securities, as our sales agent. As of June 30, 2026, we sold 16,006,569 shares of common stock under the 2024 Sales Agreement, from which we received $163.0 million in gross proceeds. In connection therewith, we paid $3.8 million in commissions to TD Securities, yielding $159.2 million in net proceeds.
Current wording
In August 2024, we entered into the Original Sales Agreement with TD Securities pursuant to which we may offer and sell shares of our common stock, from time to time, in “at-the-market” offerings through TD Securities, as our sales agent. In August 2026, we entered into an amendment to the Original Sales Agreement to increase the size of the at-the-market offering program from $250.0 million to $463.0 million. As of September 30, 2026, we sold 16,006,569 shares of common stock under the Sales Agreement, from which we received $159.2 million in net proceeds.
Previous wording
During the six months ended June 30, 2026, we used $105.2 million of cash on operating activities, primarily resulting from our net loss of $157.0 million, offset by non-cash charges of $19.2 million and cash provided by changes in our operating assets and liabilities of $32.6 million.
Current wording
During the nine months ended September 30, 2026, we used $169.2 million of cash on operating activities, primarily resulting from our net loss of $238.7 million, offset by non-cash charges of $31.7 million and cash provided by changes in our operating assets and liabilities of $37.9 million.
Previous wording
During the six months ended June 30, 2025, we used $128.5 million of cash on operating activities, primarily resulting from our net loss of $147.4 million and cash used to fund changes in our operating assets and liabilities of $17.0 million, offset by non-cash charges of $36.0 million.
Current wording
During the nine months ended September 30, 2025, we used $190.6 million of cash on operating activities, primarily resulting from our net loss of $221.6 million and cash used to fund changes in our operating assets and liabilities of $20.5 million, offset by non-cash charges of $51.5 million.
Previous wording
During the six months ended June 30, 2026, net cash used in investing activities was $320.1 million, consisting of $320.1 million in net purchases of investments.
Current wording
During the nine months ended September 30, 2026, net cash used in investing activities was $257.8 million, consisting of $257.8 million in net purchases of investments.
Previous wording
During the six months ended June 30, 2025, net cash used in investing activities was $117.6 million, consisting of $118.0 million in proceeds from net maturities and sales of investments, offset by $0.4 million for the acquisition of property and equipment.
Current wording
During the nine months ended September 30, 2025, net cash provided by investing activities was $157.3 million, consisting of $157.7 million in proceeds from net maturities and sales of investments, offset by $0.4 million for the acquisition of property and equipment.
Previous wording
During the six months ended June 30, 2026, net cash provided by financing activities was $462.5 million, consisting of $456.0 million in net proceeds from at-the-market and follow-on offerings, as well as $6.5 million from the exercise of stock options and purchases under our 2020 Employee Stock Purchase Plan, or ESPP.
Current wording
During the nine months ended September 30, 2026, net cash provided by financing activities was $466.9 million, consisting of $456.0 million in net proceeds from at-the-market and follow-on offerings, as well as $10.9 million from the exercise of stock options and purchases under our 2020 Employee Stock Purchase Plan, or ESPP.
Previous wording
During the six months ended June 30, 2025, net cash provided by financing activities was $0.7 million, consisting of $0.7 million in purchases under our ESPP.
Current wording
During the nine months ended September 30, 2025, net cash provided by financing activities was $0.7 million, consisting of $0.7 million in proceeds from the exercise of stock options and purchases under our ESPP.
Previous wording
As of June 30, 2026, we had cash, cash equivalents, and investments of $910.9 million. We believe that our existing cash, cash equivalents, and investments will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.
Current wording
As of September 30, 2026, we had cash, cash equivalents, and investments of $848.6 million. We believe that our existing cash, cash equivalents, and investments will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.
Previous wording
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors, resulting from public health epidemics or outbreaks of infectious disease or ongoing geopolitical conflicts and related global economic sanctions;
Current wording
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors, resulting from public health epidemics or outbreaks of infectious disease or ongoing geopolitical conflicts and related global economic sanctions, tariffs or other trade restrictions;
Previous wording
There were no material changes to our contractual obligations and commitments during the three months ended June 30, 2026. For more information on our contractual obligations and commitments, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as Note 9, Commitments and Contingencies, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
There were no other material changes to our contractual obligations and commitments during the three months ended September 30, 2026. For more information on our contractual obligations and commitments, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as Note 9, Commitments and Contingencies, of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements included in Part I, Item I, “Notes to Condensed Consolidated Financial Statements” in this Quarterly Report on Form 10-Q.