Unregistered Sales of Equ ity Securities and Use of Proceeds
−Removed: 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.
−Removed: We received $29.8 million in proceeds from the Private Placement, which were net of $0.2 million in offering expenses.
−Removed: 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.
−Removed: 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.
Other I nformation
Rule 10b5-1 Trading Plans
−Removed: The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or a Rule 10b5-1 trading arrangement.
−Removed: No other officers or directors adopted , materially modified, or terminated a Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement during the quarterly period covered by this report.
−Removed: (Date of Action)
−Removed: Type of Trading Arrangement
−Removed: Expiration Date
−Removed: Aggregate Number of Securities
−Removed: ( Chief Executive Officer )
−Removed: ( 02/26/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 420,000 shares
−Removed: ( Chief Executive Officer )
−Removed: ( 02/27/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 10/01/2024 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 450,000 shares
−Removed: Thomas Catinazzo ( Chief Financial Officer )
−Removed: ( 01/26/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 205,706 shares
−Removed: Thomas Catinazzo ( Chief Financial Officer )
−Removed: ( 02/15/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 04/30/2025 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 49,983 shares
−Removed: ( Chief Corporate Development Officer )
−Removed: ( 02/15/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 50,000 shares
−Removed: ( Chief Corporate Development Officer )
−Removed: ( 02/22/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 01/10/2025 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 206,065 shares(1)
−Removed: ( Chief Legal Officer )
−Removed: ( 01/23/2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: The earlier of (i) 12/31/2024 and (ii) the execution or expiration of all trade instructions thereunder
−Removed: Up to 48,759 shares(2)
−Removed: Rahmer’s trading arrangement provides for the sale of net vested shares from certain restricted stock unit, or RSU, awards.
−Removed: The number of net vested shares to be sold pursuant to Mr.
−Removed: Rahmer’s trading arrangement is indeterminable as such number is subject to RSUs that will be automatically sold to satisfy applicable tax withholding obligations upon vesting, which will vary based on the market price of our common stock at the time of vesting.
−Removed: As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr.
−Removed: Rahmer’s applicable RSU awards that are subject to this trading arrangement as of the date Mr.
−Removed: Rahmer entered into the trading arrangement, without excluding the shares that have been or will be sold to satisfy the tax withholding obligations thereafter.
−Removed: Adams’ trading arrangement provided for the sale of net vested shares from certain RSU awards.
−Removed: The number of net vested shares to be sold pursuant to Mr.
−Removed: Adams’ trading arrangement was indeterminable as such number was subject to RSUs that will be automatically sold to satisfy applicable tax withholding obligations upon vesting, which would vary based on the market price of our common stock at the time of vesting.
−Removed: As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr.
−Removed: Adam’s applicable RSU awards that were subject to this trading arrangement as of the date Mr.
−Removed: Adams entered into the trading arrangement, without excluding the shares that were or could have been sold to satisfy the tax withholding obligations thereafter.
+Added: During the three months ended June 30, 2024, none of the Company’s directors or officers adopted , materially modified , or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arra ngement.
Fourth Amended and Restated Certificate of Incorporation of Relay Therapeutics, Inc.
4 unchanged sentences
001-39385) filed on July 21, 2020).
−Removed: Securities Purchase Agreement, dated as of January 8, 2024, among Relay Therapeutics, Inc.
−Removed: and the purchaser party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No.
−Removed: 001-3985) filed on January 8, 2024).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
RELAY THERAPEUTICS, INC.
+Added: August 6, 2024
/S/ SANJIV K.
1 unchanged sentence
(Principal Executive Officer)
+Added: August 6, 2024
/S/ THOMAS CATINAZZO
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.