Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | RELAY THERAPEUTICS, INC. | |
Entity Central Index Key | 0001812364 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Address, State or Province | MA | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | RLAY | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 123,268,740 | |
Entity File Number | 001-39385 | |
Entity Tax Identification Number | 47-3923475 | |
Entity Address Address Line1 | 399 Binney Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 370-8837 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 151,328 | $ 151,794 |
Investments | 659,287 | 847,123 |
Accounts receivable | 211 | 306 |
Contract asset | 4,913 | |
Prepaid expenses | 17,294 | 12,110 |
Other current assets | 3,678 | 3,259 |
Total current assets | 831,798 | 1,019,505 |
Property and equipment, net | 10,701 | 11,634 |
Operating lease assets | 59,453 | 63,754 |
Restricted cash | 2,707 | 2,578 |
Intangible asset | 2,300 | 2,300 |
Total assets | 906,959 | 1,099,771 |
Current liabilities: | ||
Accounts payable | 13,353 | 10,578 |
Accrued expenses | 31,486 | 22,703 |
Operating lease liabilities | 4,785 | 4,276 |
Deferred revenue | 24 | |
Other current liabilities | 1,100 | 26,152 |
Total current liabilities | 50,748 | 63,709 |
Operating lease liabilities, net of current portion | 49,815 | 53,466 |
Contingent consideration liability | 28,023 | 32,378 |
Total liabilities | 128,586 | 149,553 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized as of September 30, 2023, and December 31, 2022; 123,161,066 and 121,112,234 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 123 | 121 |
Additional paid-in capital | 2,098,723 | 2,019,126 |
Accumulated other comprehensive loss | (3,386) | (10,420) |
Accumulated deficit | (1,317,087) | (1,058,609) |
Total stockholders’ equity | 778,373 | 950,218 |
Total liabilities and stockholders’ equity | $ 906,959 | $ 1,099,771 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 123,161,066 | 121,112,234 |
Common stock shares outstanding | 123,161,066 | 121,112,234 |
Undesignated Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
License and other revenue | $ 25,202 | $ 344 | $ 25,547 | $ 1,128 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember |
Total revenue | $ 25,202 | $ 344 | $ 25,547 | $ 1,128 |
Operating expenses: | ||||
Research and development expenses | 81,494 | 66,900 | 252,522 | 179,078 |
Change in fair value of contingent consideration liability | (1,200) | 3,262 | (4,355) | (1,133) |
General and administrative expenses | 18,485 | 16,074 | 58,184 | 49,607 |
Total operating expenses | 98,779 | 86,236 | 306,351 | 227,552 |
Loss from operations | (73,577) | (85,892) | (280,804) | (226,424) |
Other income: | ||||
Interest income | 7,845 | 1,713 | 22,345 | 3,414 |
Other (expense) income | (2) | 7 | (19) | 4 |
Total other income, net | 7,843 | 1,720 | 22,326 | 3,418 |
Net loss | $ (65,734) | $ (84,172) | $ (258,478) | $ (223,006) |
Net loss per share, basic | $ (0.54) | $ (0.76) | $ (2.12) | $ (2.04) |
Net loss per share, diluted | $ (0.54) | $ (0.76) | $ (2.12) | $ (2.04) |
Weighted average shares of common stock, basic | 122,231,255 | 110,905,940 | 121,843,116 | 109,290,743 |
Weighted average shares of common stock, diluted | 122,231,255 | 110,905,940 | 121,843,116 | 109,290,743 |
Other comprehensive loss: | ||||
Unrealized holding gain (loss) | $ 2,695 | $ (1,483) | $ 7,034 | $ (12,301) |
Total other comprehensive gain (loss) | 2,695 | (1,483) | 7,034 | (12,301) |
Total comprehensive loss | $ (63,039) | $ (85,655) | $ (251,444) | $ (235,307) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 897,808 | $ 109 | $ 1,666,887 | $ (1,088) | $ (768,100) |
Beginning balance, shares at Dec. 31, 2021 | 108,210,318 | ||||
Issuance of common stock upon exercise of stock options | 883 | 883 | |||
Issuance of common stock upon exercise of stock options, shares | 195,799 | ||||
Vesting of restricted stock units, Shares | 27,233 | ||||
Stock compensation expense | 13,455 | 13,455 | |||
Unrealized (loss) gain on investments | (8,130) | (8,130) | |||
Net Income (Loss) | (62,046) | (62,046) | |||
Ending balance at Mar. 31, 2022 | 841,970 | $ 109 | 1,681,225 | (9,218) | (830,146) |
Ending balance, shares at Mar. 31, 2022 | 108,433,350 | ||||
Beginning balance at Dec. 31, 2021 | 897,808 | $ 109 | 1,666,887 | (1,088) | (768,100) |
Beginning balance, shares at Dec. 31, 2021 | 108,210,318 | ||||
Issuance of common stock upon milestone achievement | 6,203 | ||||
Net Income (Loss) | (223,006) | ||||
Ending balance at Sep. 30, 2022 | 999,769 | $ 121 | 2,004,143 | (13,389) | (991,106) |
Ending balance, shares at Sep. 30, 2022 | 120,811,215 | ||||
Beginning balance at Mar. 31, 2022 | 841,970 | $ 109 | 1,681,225 | (9,218) | (830,146) |
Beginning balance, shares at Mar. 31, 2022 | 108,433,350 | ||||
Issuance of common stock upon exercise of stock options | 859 | 859 | |||
Issuance of common stock upon exercise of stock options, shares | 182,113 | ||||
Issuance of common stock under ESPP | 1,137 | 1,137 | |||
Issuance of common stock under ESPP, shares | 79,859 | ||||
Vesting of restricted stock units, Shares | 115,156 | ||||
Stock compensation expense | 15,147 | 15,147 | |||
Unrealized (loss) gain on investments | (2,688) | (2,688) | |||
Net Income (Loss) | (76,788) | (76,788) | |||
Ending balance at Jun. 30, 2022 | 779,637 | $ 109 | 1,698,368 | (11,906) | (906,934) |
Ending balance, shares at Jun. 30, 2022 | 108,810,478 | ||||
Issuance of common stock through at-the-market offering, net | 284,744 | $ 11 | 284,733 | ||
Issuance of common stock through at-the-market offering, net, shares | 11,320,755 | ||||
Issuance of common stock upon milestone achievement | 6,203 | 6,203 | |||
Issuance of common stock upon milestone achievement, shares | 301,939 | ||||
Issuance of common stock upon exercise of stock options | 1,121 | $ 1 | 1,120 | ||
Issuance of common stock upon exercise of stock options, shares | 242,982 | ||||
Vesting of restricted stock units, Shares | 135,061 | ||||
Stock compensation expense | 13,719 | 13,719 | |||
Unrealized (loss) gain on investments | (1,483) | (1,483) | |||
Net Income (Loss) | (84,172) | (84,172) | |||
Ending balance at Sep. 30, 2022 | 999,769 | $ 121 | 2,004,143 | (13,389) | (991,106) |
Ending balance, shares at Sep. 30, 2022 | 120,811,215 | ||||
Beginning balance at Dec. 31, 2022 | 950,218 | $ 121 | 2,019,126 | (10,420) | (1,058,609) |
Beginning balance, shares at Dec. 31, 2022 | 121,112,234 | ||||
Issuance of common stock upon exercise of stock options | 1,297 | 1,297 | |||
Issuance of common stock upon exercise of stock options, shares | 255,918 | ||||
Vesting of restricted stock units, Shares | 108,506 | ||||
Stock compensation expense | 21,518 | 21,518 | |||
Unrealized (loss) gain on investments | 4,618 | 4,618 | |||
Net Income (Loss) | (94,239) | (94,239) | |||
Ending balance at Mar. 31, 2023 | 883,412 | $ 121 | 2,041,941 | (5,802) | (1,152,848) |
Ending balance, shares at Mar. 31, 2023 | 121,476,658 | ||||
Beginning balance at Dec. 31, 2022 | 950,218 | $ 121 | 2,019,126 | (10,420) | (1,058,609) |
Beginning balance, shares at Dec. 31, 2022 | 121,112,234 | ||||
Net Income (Loss) | (258,478) | ||||
Ending balance at Sep. 30, 2023 | 778,373 | $ 123 | 2,098,723 | (3,386) | (1,317,087) |
Ending balance, shares at Sep. 30, 2023 | 123,161,066 | ||||
Beginning balance at Mar. 31, 2023 | 883,412 | $ 121 | 2,041,941 | (5,802) | (1,152,848) |
Beginning balance, shares at Mar. 31, 2023 | 121,476,658 | ||||
Issuance of common stock upon exercise of stock options | 453 | $ 1 | 452 | ||
Issuance of common stock upon exercise of stock options, shares | 96,605 | ||||
Issuance of common stock under ESPP | 1,627 | 1,627 | |||
Issuance of common stock under ESPP, shares | 152,369 | ||||
Vesting of restricted stock units, Shares | 219,244 | ||||
Stock compensation expense | 23,411 | 23,411 | |||
Unrealized (loss) gain on investments | (279) | (279) | |||
Net Income (Loss) | (98,505) | (98,505) | |||
Ending balance at Jun. 30, 2023 | 810,119 | $ 122 | 2,067,431 | (6,081) | (1,251,353) |
Ending balance, shares at Jun. 30, 2023 | 121,944,876 | ||||
Issuance of common stock through at-the-market offering, net | 9,363 | $ 1 | 9,362 | ||
Issuance of common stock through at-the-market offering, net, shares | 900,000 | ||||
Issuance of common stock upon exercise of stock options | 95 | 95 | |||
Issuance of common stock upon exercise of stock options, shares | 18,475 | ||||
Vesting of restricted stock units, Shares | 297,715 | ||||
Stock compensation expense | 21,835 | 21,835 | |||
Unrealized (loss) gain on investments | 2,695 | 2,695 | |||
Net Income (Loss) | (65,734) | (65,734) | |||
Ending balance at Sep. 30, 2023 | $ 778,373 | $ 123 | $ 2,098,723 | $ (3,386) | $ (1,317,087) |
Ending balance, shares at Sep. 30, 2023 | 123,161,066 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (258,478) | $ (223,006) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation expense | 66,764 | 42,321 |
Depreciation expense | 3,894 | 2,964 |
Net amortization of premiums and discounts on investments | (7,094) | 1,567 |
Change in fair value of contingent consideration liability | (4,355) | (1,133) |
Changes in assets and liabilities: | ||
Accounts receivable | 95 | 162 |
Contract asset | 4,913 | (339) |
Prepaid expenses and other current assets | (5,603) | (15,159) |
Operating lease assets and liabilities, net | 1,159 | (6,992) |
Accounts payable | 2,980 | 22 |
Accrued expenses and other liabilities | (15,427) | 27,430 |
Deferred revenue | 24 | (248) |
Net cash used in operating activities | (211,128) | (172,411) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,008) | (6,746) |
Purchases of investments | (248,727) | (207,778) |
Proceeds from maturities of investments | 450,691 | 172,715 |
Net cash provided by (used in) investing activities | 197,956 | (41,809) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock in follow-on offering, net | 284,744 | |
Proceeds from issuance of common stock through at-the-market offering, net | 9,363 | |
Proceeds from issuance of common stock upon exercise of stock options | 1,845 | 2,863 |
Proceeds from issuance of common stock under ESPP | 1,627 | 1,137 |
Net cash provided by financing activities | 12,835 | 288,744 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (337) | 74,524 |
Cash, cash equivalents, and restricted cash at beginning of period | 154,372 | 282,697 |
Cash, cash equivalents and restricted cash at end of period | 154,035 | 357,221 |
Supplemental disclosure of non-cash activities: | ||
Periodic change to additions of property and equipment in accounts payable and accrued expenses | $ (1,047) | 1,065 |
Issuance of common stock upon milestone achievement | 6,203 | |
Operating lease assets obtained in exchange for operating lease liabilities | $ 46,626 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Restricted Cash And Cash Equivalents At Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 151,328 | $ 354,643 |
Restricted cash | 2,707 | 2,578 |
Cash, cash equivalents, and restricted cash per statements of cash flows | $ 154,035 | $ 357,221 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (65,734) | $ (98,505) | $ (94,239) | $ (84,172) | $ (76,788) | $ (62,046) | $ (258,478) | $ (223,006) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Text Block [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Relay Therapeutics, Inc. (the "Company") was incorporated in Delaware on May 4, 2015 and is headquartered in Cambridge, Massachusetts. The Company is a clinical-stage, precision medicine company transforming the drug discovery process by combining leading-edge computational and experimental technologies with the goal of bringing life-changing therapies to patients. As the Company believes it is among the first of a new breed of biotech created at the intersection of complementary techniques and technologies, the Company aims to push the boundaries of what’s possible in drug discovery. The Company’s Dynamo platform integrates an array of leading-edge computational and experimental approaches designed to drug protein targets that have previously been intractable or inadequately addressed. The Company’s initial focus is on enhancing small molecule therapeutic discovery in targeted oncology and genetic disease indications. The Company’s lead product candidates, RLY-4008 (lirafugratinib), RLY-2608, GDC-1971 (formerly known as RLY-1971), and RLY-5836, are in clinical development. The Company also has five active discovery stage programs across both precision oncology and genetic disease indications. The Company also has two additional discovery stage programs, RLY-2139, a selective cyclin dependent kinase 2 inhibitor, and a rationally designed estrogen receptor alpha degrader, for which the Company has decided to pause further development efforts. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities. The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company has devoted substantially all of its resources to developing its product candidates, including RLY-4008 (lirafugratinib), RLY-2608, GDC-1971 (formerly known as RLY-1971), and RLY-5836, by developing its computation and experimental approaches, building its intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations. The Company has incurred net operating losses since inception and had an accumulated deficit of $ 1.3 billion as of September 30, 2023. The Company expects that its existing cash, cash equivalents, and investments as of September 30, 2023 will enable it to fund its planned operating expenses and capital expenditure requirements for at least one year from the date of the issuance of these condensed consolidated financial statements. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a material adverse effect on its financial condition and ability to pursue its business strategies. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into license or collaboration arrangements or obtain government grants. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, product portfolio expansion, or commercialization efforts, which could adversely affect its business prospects. In the event the Company requires additional funding, there can be no assurance that it will be successful in obtaining sufficient funding on terms acceptable to the Company to fund its continuing operations, if at all. |
Significant Accounting Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") for interim information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for reporting on Form 10-Q. The Company’s condensed consolidated financial statements include the accounts of Relay Therapeutics, Inc. and its wholly-owned subsidiaries, Relay Therapeutics Securities Corporation and Relay ML Discovery, LLC. All intercompany balances and transactions have been eliminated. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2023, the condensed consolidated results of its operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The condensed consolidated financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated results for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the fair value of contingent milestone payments in connection with the acquisition of ZebiAI Therapeutics, Inc. ("ZebiAI"), the determination of the transaction price and standalone selling price of performance obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the accrual of research and development and manufacturing expenses, the valuation of equity instruments, and the incremental borrowing rate for determining operating lease assets and liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Stock Compensation During the nine months ended September 30, 2023, the Company granted stock options and restricted stock units ("RSUs") to certain employees, with vesting over specified periods of continued service and contingent upon achievement of certain market conditions. The Company measured the fair value of such awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. In connection therewith, compensation expense for such awards is being recognized under the accelerated attribution method over the requisite service period, regardless of whether the market conditions have been achieved. The Company recognizes the impact of forfeitures from market-based awards on compensation expense as they occur. For other stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price. In connection therewith, compensation expense for such awards is being recognized under the straight-line method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur. For other stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service and contingent upon achievement of certain performance conditions, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price. In connection therewith, compensation expense for such awards is being recognized under the accelerated attribution method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur. Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of any recently issued standards have or may have a material impact on its condensed consolidated financial statements and disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 138,647 $ — $ — $ 138,647 Total cash equivalents 138,647 — — 138,647 Investments: U.S. treasury bills — 365,238 — 365,238 U.S. agency securities — 294,049 — 294,049 Total investments — 659,287 — 659,287 Total assets $ 138,647 $ 659,287 $ — $ 797,934 Liabilities Contingent Milestone Payments $ — $ — $ 23,023 $ 23,023 Total liabilities $ — $ — $ 23,023 $ 23,023 Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 118,446 $ — $ — $ 118,446 U.S. treasury bills — 9,950 — 9,950 Total cash equivalents 118,446 9,950 — 128,396 Investments: U.S. treasury bills — 466,603 — 466,603 U.S. agency securities — 380,520 — 380,520 Total investments — 847,123 — 847,123 Total assets $ 118,446 $ 857,073 $ — $ 975,519 Liabilities Contingent Milestone Payments $ — $ — $ 27,378 $ 27,378 Total liabilities $ — $ — $ 27,378 $ 27,378 In determining the fair value of its investments at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. Fair Value of Contingent Consideration In April 2021, the Company acquired ZebiAI. The Company’s Level 3 contingent consideration liability is related to $ 85.0 million of platform and program milestones ("Contingent Milestone Payments") payable to ZebiAI’s former equity holders upon achievement. The contingent consideration liability for the Contingent Milestone Payments is measured at fair value at each reporting date pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"). The Company determines the fair value of the Contingent Milestone Payments based on the probability of achieving the milestones, the related timing, and, to a lesser extent, an appropriate discount rate. Significant judgment is used in determining the underlying assumptions. Due to the uncertainties associated with the development of platforms and drug candidates in the pharmaceutical industry and the effects of changes in assumptions, including probability of success and related timing, the Company expects its estimates regarding the fair value of Contingent Milestone Payments to continue to change in the future, resulting in adjustments to the fair value of the Company’s Contingent Milestone Payments. The effect of any such adjustments could be material. The Company also has a contingent consideration liability related to the fair value of $ 100.0 million in earnout payments ("Contingent Earnout Payments"). Because the Contingent Earnout Payments were not accounted for as derivatives under FASB ASC Topic 815, Derivatives and Hedging ("ASC 815"), they were only measured at fair value as of the acquisition date and are not re-assessed at fair value at each reporting period. The Contingent Earnout Payments will be adjusted when the contingency is resolved and the consideration is paid or becomes payable. The following table reconciles the change in the contingent consideration liability: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance at beginning of period $ 29,223 $ 45,863 $ 32,378 $ 50,258 Change in fair value of Contingent Milestone Payments ( 1,200 ) 3,262 ( 4,355 ) ( 1,133 ) Common stock issued upon milestone achievement — ( 6,203 ) — ( 6,203 ) $ 28,023 $ 42,922 $ 28,023 $ 42,922 The outstanding Contingent Milestone Payments are payable in shares of the Company's common stock based on a fixed amount assigned to each milestone and the volume weighted average closing price of the Company’s common stock for a specified period prior to the milestone achievement. Accordingly, the number of shares of common stock to be issued upon a milestone achievement varies dependent on the Company’s common stock price. If the outstanding milestones were achieved in full on September 30, 2023, the number of shares of common stock to be issued would have been 8,567,228 based on a volume weighted average closing price of the Company's common stock of $ 8.43 for a specified period prior to September 30, 2023. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Investments [Abstract] | |
Investments | 4. Investments The fair value of available-for-sale investments by type of security was as follows: September 30, 2023 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 236,049 $ — $ ( 1,305 ) $ 234,744 U.S. agency securities 292,361 — ( 1,298 ) 291,063 Total investments with a maturity of one year or less 528,410 — ( 2,603 ) 525,807 U.S. treasury bills 131,264 — ( 770 ) 130,494 U.S. agency securities 2,999 — ( 13 ) 2,986 Total investments with a maturity of one to two years 134,263 — ( 783 ) 133,480 Total investments $ 662,673 $ — $ ( 3,386 ) $ 659,287 December 31, 2022 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 356,728 $ 9 $ ( 5,523 ) $ 351,214 U.S. agency securities 236,483 49 ( 3,104 ) 233,428 Total investments with a maturity of one year or less 593,211 58 ( 8,627 ) 584,642 U.S. treasury bills 116,290 14 ( 915 ) 115,389 U.S. agency securities 148,042 36 ( 986 ) 147,092 Total investments with a maturity of one to two years 264,332 50 ( 1,901 ) 262,481 Total investments $ 857,543 $ 108 $ ( 10,528 ) $ 847,123 The following tables summarize the Company's available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position: September 30, 2023 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 282,398 $ ( 1,373 ) $ 79,044 $ ( 702 ) $ 361,442 $ ( 2,075 ) U.S. agency securities 207,368 ( 665 ) 86,682 ( 646 ) 294,050 ( 1,311 ) Total $ 489,766 $ ( 2,038 ) $ 165,726 $ ( 1,348 ) $ 655,492 $ ( 3,386 ) December 31, 2022 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 143,089 $ ( 1,860 ) $ 275,445 $ ( 4,578 ) $ 418,534 $ ( 6,438 ) U.S. agency securities 190,468 ( 1,649 ) 97,305 ( 2,441 ) 287,773 ( 4,090 ) Total $ 333,557 $ ( 3,509 ) $ 372,750 $ ( 7,019 ) $ 706,307 $ ( 10,528 ) As summarized in the tables immediately above, the Company held 123 and 126 debt securities that were in an unrealized loss position as of September 30, 2023 and December 31, 2022, respectively. The unrealized losses at September 30, 2023 and December 31, 2022 were attributable to changes in interest rates and the unrealized losses do not represent credit losses. The Company does not intend to sell these securities and it is not more likely than not that it will be required to sell them before recovery of their amortized cost basis. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 5. Common Stock Each share of common stock entitles the stockholder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of September 30, 2023 , no dividends had been declared. At-the-Market Offering In August 2021, the Company entered into a sales agreement, (the "Sales Agreement"), with Cowen and Company, LLC ("Cowen"), pursuant to which the Company may offer and sell shares of its common stock having aggregate gross proceeds of up to $ 300.0 million from time to time in "at-the-market" offerings through Cowen, as the Company’s sales agent. As of June 30, 2023, no shares of common stock had been sold under the Sales Agreement. During the three months ended September 30, 2023 , the Company sold 900,000 shares of common stock under the Sales Agreement at an average price of $ 10.67 per share. The Company received proceeds of $ 9.4 million, which was net of $ 0.2 million in commissions paid to Cowen and other offering expenses. Follow-On Offerings In October 2021, the Company completed a public offering of 15,188,679 shares of common stock, including the exercise in full of the underwriters’ option to purchase an additional 1,981,132 shares, at an offering price of $ 26.50 per share. The Company received proceeds of $ 382.2 million, which was net of $ 20.3 million in underwriting discounts and commissions, as well as other offering expenses. In September 2022, the Company completed a public offering of 11,320,755 shares of common stock at an offering price of $ 26.50 per share. The Company received proceeds of $ 284.7 million, which was net of $ 15.3 million in underwriting discounts and commissions, as well as other offering expenses. |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | 6. Stock Compensation Stock compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Research and development expenses $ 12,365 $ 7,838 $ 37,078 $ 23,087 General and administrative expenses 9,470 5,881 29,686 19,234 $ 21,835 $ 13,719 $ 66,764 $ 42,321 Market-Based Awards During the nine months ended September 30, 2023 , the Company granted 1,512,820 stock options and 405,770 RSUs to certain employees, with vesting over specified periods of continued service and contingent upon achievement of certain market conditions. The Company measured the fair value of such awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs, including (a) estimated expected term from grant through exercise, or 6.5 years, (b) risk-free interest rate, or 3.5 %, (c) historical volatility, or 75.0 %, and (d) dividend yield, or 0.0 %. Ultimately, the fair value of the market-based awards was estimated as $ 12.53 per share for the options and $ 16.11 per share for the RSUs, yielding a total of $ 25.5 million. The total compensation expense, or $ 25.5 million, is being recognized under the accelerated attribution method over the requisite service period of 3.0 years, regardless of whether the market conditions have been achieved. The impact of forfeitures, if any, will be recognized upon occurrence. As of September 30, 2023 , the total unrecognized compensation related to unvested market-based awards granted was $ 11.9 million, which the Company expects to recognize over a period of 2.3 years. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 7. Net Loss per Share The following table summarizes the computation of basic and diluted net loss per share of the Company: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except share and per share data) Net loss $ ( 65,734 ) $ ( 84,172 ) $ ( 258,478 ) $ ( 223,006 ) Net loss per share, basic and diluted $ ( 0.54 ) $ ( 0.76 ) $ ( 2.12 ) $ ( 2.04 ) Weighted average shares of common stock, basic and diluted 122,231,255 110,905,940 121,843,116 109,290,743 The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the three and nine months ended September 30, 2023 and 2022 , as the effect would be anti-dilutive and reduce the net loss per share calculated for each period. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. Three and Six Months Ended June 30, 2023 2022 Options to purchase common stock 15,899,580 11,232,081 Unvested restricted stock units 3,594,958 1,579,518 19,494,538 12,811,599 |
Collaboration and License Agree
Collaboration and License Agreement with Genentech, Inc. | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and License Agreement with Genentech, Inc. | 8. Collaboration and License Agreement with Genentech, Inc. Summary of Terms In December 2020, the Company and Genentech, Inc. ( "Genentech") entered into the Collaboration and License Agreement (as amended from time to time, the "Genentech Agreement" ), which granted Genentech a license to develop and commercialize GDC-1971 (formerly known as RLY-1971). Under the terms of the Genentech Agreement, the Company had the option, exercisable one time at the Company’s sole discretion, to share half of the net profits or net losses of commercializing GDC-1971 in the U.S., subject to certain terms and conditions (such option, the "Opt-In Right"). During the three months ended September 30, 2023, the Company elected to not exercise the Opt-In Right. As of September 30, 2023 , consideration under the Genentech Agreement included (a) $ 86.8 million in non-refundable payments ( "Genentech Non-Refundable Payments" ) and (b) $ 25.0 million in payments upon achievement of certain milestones, which were refundable if the Company had exercised the Opt-In Right ( "Genentech Milestones Paid"). The Company is also eligible to receive up to an aggregate of $ 685.0 million in additional payments upon the achievement of other specified development, commercialization, and sales-based milestones for GDC-1971 worldwide, as well as tiered royalties ranging from low-to-mid teens on annual worldwide net sales of GDC-1971, on a country-by-country basis, subject to reduction in certain circumstances. Due to the nature of these payments, such variable consideration was constrained and excluded from the transaction price of the Genentech Agreement as of September 30, 2023. Accounting Analysis During the three and nine months ended September 30, 2023 and 2022, there were no material changes to the contractual terms of the Genentech Agreement. Accordingly, there were no changes to the Company’s accounting treatment and model for recognizing revenue thereon through September 30, 2023. However, upon the Company’s election to not exercise the Opt-In Right during the three months ended September 30, 2023 , the $ 25.0 million in Genentech Milestones Paid were removed from other current liabilities on the condensed consolidated balance sheet and incorporated into the transaction price, since the constraint on such variable consideration had been resolved. Because each of the performance obligations under the Genentech Agreement were substantially complete as of September 30, 2023, the majority of such amounts were also recognized as revenue during the three and nine months ended September 30, 2023. By comparison, the Company only recognized revenue for research and development services provided under the Genentech Agreement during the three and nine months ended September 30, 2022. During the three months ended September 30, 2023 and 2022 , the Company recognized $ 25.1 million and $ 0.3 million of revenue, respectively, from the Genentech Agreement. During the nine months ended September 30, 2023 and 2022 , the Company recognized $ 25.5 million and $ 0.8 million of revenue, respectively, from the Genentech Agreement. As of December 31, 2022, the Company also had recorded a contract asset of $ 4.9 million, which was classified as a current asset on the condensed consolidated balance sheet. The contract asset related to the amount of revenue recognized for which the right to payment was contingent upon conditions besides the passage of time. During the nine months ended September 30, 2023 , such conditions were satisfied and $ 5.0 million was paid in cash to the Company in June 2023, at which point the contract asset was removed. As of September 30, 2023, less than $ 0.1 million from such payment was recorded as deferred revenue on the condensed consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Intellectual Property License In August 2016, the Company and D.E. Shaw Research, LLC ("D.E. Shaw Research") entered into the Collaboration and License Agreement, which was most recently amended in 2023 ("DESRES Agreement"). During the three and nine months ended September 30, 2023 and 2022, there were no material changes to the contractual terms of the DESRES Agreement. Accordingly, there were no changes to the Company’s accounting treatment thereon through September 30, 2023. The Company assessed the milestones under the DESRES Agreement at September 30, 2023 and December 31, 2022 , concluding no such milestone payments were due. During the three months ended September 30, 2023 and 2022 , the Company recorded research and development expenses of $ 2.3 million and $ 2.5 million, respectively, under the DESRES Agreement. During the nine months ended September 30, 2023 and 2022 , the Company recorded research and development expenses of $ 7.1 million and $ 7.2 million, respectively, under the DESRES Agreement. As of September 30, 2023 and December 31, 2022 , the Company had no accrued expense and accounts payable balances for D.E. Shaw Research on its condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022 , the Company had prepaid balances of $ 7.7 million and $ 4.9 million, respectively, for D.E. Shaw Research on its condensed consolidated balance sheets. Other Arrangements The Company has certain other research and license arrangements and other collaborations with third parties, which provide the Company with specified research and/or development services. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events In preparing the consolidated interim financial statements as of September 30, 2023 and for the three month period then ended, the Company evaluated subsequent events for recognition and measurement purposes. The Company concluded that no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") for interim information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for reporting on Form 10-Q. The Company’s condensed consolidated financial statements include the accounts of Relay Therapeutics, Inc. and its wholly-owned subsidiaries, Relay Therapeutics Securities Corporation and Relay ML Discovery, LLC. All intercompany balances and transactions have been eliminated. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2023, the condensed consolidated results of its operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The condensed consolidated financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated results for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the fair value of contingent milestone payments in connection with the acquisition of ZebiAI Therapeutics, Inc. ("ZebiAI"), the determination of the transaction price and standalone selling price of performance obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the accrual of research and development and manufacturing expenses, the valuation of equity instruments, and the incremental borrowing rate for determining operating lease assets and liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. |
Stock Compensation | Stock Compensation During the nine months ended September 30, 2023, the Company granted stock options and restricted stock units ("RSUs") to certain employees, with vesting over specified periods of continued service and contingent upon achievement of certain market conditions. The Company measured the fair value of such awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. In connection therewith, compensation expense for such awards is being recognized under the accelerated attribution method over the requisite service period, regardless of whether the market conditions have been achieved. The Company recognizes the impact of forfeitures from market-based awards on compensation expense as they occur. For other stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price. In connection therewith, compensation expense for such awards is being recognized under the straight-line method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur. For other stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service and contingent upon achievement of certain performance conditions, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price. In connection therewith, compensation expense for such awards is being recognized under the accelerated attribution method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of any recently issued standards have or may have a material impact on its condensed consolidated financial statements and disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Level of the Fair Value Hierarchy | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 138,647 $ — $ — $ 138,647 Total cash equivalents 138,647 — — 138,647 Investments: U.S. treasury bills — 365,238 — 365,238 U.S. agency securities — 294,049 — 294,049 Total investments — 659,287 — 659,287 Total assets $ 138,647 $ 659,287 $ — $ 797,934 Liabilities Contingent Milestone Payments $ — $ — $ 23,023 $ 23,023 Total liabilities $ — $ — $ 23,023 $ 23,023 Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 118,446 $ — $ — $ 118,446 U.S. treasury bills — 9,950 — 9,950 Total cash equivalents 118,446 9,950 — 128,396 Investments: U.S. treasury bills — 466,603 — 466,603 U.S. agency securities — 380,520 — 380,520 Total investments — 847,123 — 847,123 Total assets $ 118,446 $ 857,073 $ — $ 975,519 Liabilities Contingent Milestone Payments $ — $ — $ 27,378 $ 27,378 Total liabilities $ — $ — $ 27,378 $ 27,378 |
Schedule of Changes in Contingent Consideration Liability | The following table reconciles the change in the contingent consideration liability: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance at beginning of period $ 29,223 $ 45,863 $ 32,378 $ 50,258 Change in fair value of Contingent Milestone Payments ( 1,200 ) 3,262 ( 4,355 ) ( 1,133 ) Common stock issued upon milestone achievement — ( 6,203 ) — ( 6,203 ) $ 28,023 $ 42,922 $ 28,023 $ 42,922 The outstanding Contingent Milestone Payments are payable in shares of the Company's common stock based on a fixed amount assigned to each milestone and the volume weighted average closing price of the Company’s common stock for a specified period prior to the milestone achievement. Accordingly, the number of shares of common stock to be issued upon a milestone achievement varies dependent on the Company’s common stock price. If the outstanding milestones were achieved in full on September 30, 2023, the number of shares of common stock to be issued would have been 8,567,228 based on a volume weighted average closing price of the Company's common stock of $ 8.43 for a specified period prior to September 30, 2023. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Investments [Abstract] | |
Summary of Fair Value of Available-for-Sale Investments by Type of Security | The fair value of available-for-sale investments by type of security was as follows: September 30, 2023 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 236,049 $ — $ ( 1,305 ) $ 234,744 U.S. agency securities 292,361 — ( 1,298 ) 291,063 Total investments with a maturity of one year or less 528,410 — ( 2,603 ) 525,807 U.S. treasury bills 131,264 — ( 770 ) 130,494 U.S. agency securities 2,999 — ( 13 ) 2,986 Total investments with a maturity of one to two years 134,263 — ( 783 ) 133,480 Total investments $ 662,673 $ — $ ( 3,386 ) $ 659,287 December 31, 2022 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 356,728 $ 9 $ ( 5,523 ) $ 351,214 U.S. agency securities 236,483 49 ( 3,104 ) 233,428 Total investments with a maturity of one year or less 593,211 58 ( 8,627 ) 584,642 U.S. treasury bills 116,290 14 ( 915 ) 115,389 U.S. agency securities 148,042 36 ( 986 ) 147,092 Total investments with a maturity of one to two years 264,332 50 ( 1,901 ) 262,481 Total investments $ 857,543 $ 108 $ ( 10,528 ) $ 847,123 |
Available-for-sale Debt Securities in an Unrealized Loss Position | The following tables summarize the Company's available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position: September 30, 2023 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 282,398 $ ( 1,373 ) $ 79,044 $ ( 702 ) $ 361,442 $ ( 2,075 ) U.S. agency securities 207,368 ( 665 ) 86,682 ( 646 ) 294,050 ( 1,311 ) Total $ 489,766 $ ( 2,038 ) $ 165,726 $ ( 1,348 ) $ 655,492 $ ( 3,386 ) December 31, 2022 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 143,089 $ ( 1,860 ) $ 275,445 $ ( 4,578 ) $ 418,534 $ ( 6,438 ) U.S. agency securities 190,468 ( 1,649 ) 97,305 ( 2,441 ) 287,773 ( 4,090 ) Total $ 333,557 $ ( 3,509 ) $ 372,750 $ ( 7,019 ) $ 706,307 $ ( 10,528 ) |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Compensation Expense Included In The Company's Condensed Consolidated Statements of Operations And Comprehensive Loss | Stock compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Research and development expenses $ 12,365 $ 7,838 $ 37,078 $ 23,087 General and administrative expenses 9,470 5,881 29,686 19,234 $ 21,835 $ 13,719 $ 66,764 $ 42,321 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share of the Company: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except share and per share data) Net loss $ ( 65,734 ) $ ( 84,172 ) $ ( 258,478 ) $ ( 223,006 ) Net loss per share, basic and diluted $ ( 0.54 ) $ ( 0.76 ) $ ( 2.12 ) $ ( 2.04 ) Weighted average shares of common stock, basic and diluted 122,231,255 110,905,940 121,843,116 109,290,743 |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the three and nine months ended September 30, 2023 and 2022 , as the effect would be anti-dilutive and reduce the net loss per share calculated for each period. Three and Six Months Ended June 30, 2023 2022 Options to purchase common stock 15,899,580 11,232,081 Unvested restricted stock units 3,594,958 1,579,518 19,494,538 12,811,599 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Sep. 30, 2023 USD ($) Program | Dec. 31, 2022 USD ($) |
Nature Of Business And Basis Of Presentation [Line Items] | ||
Accumulated deficit | $ | $ (1,317,087) | $ (1,058,609) |
RLY-2139 and Estrogen Receptor Alpha Degrader [Member] | ||
Nature Of Business And Basis Of Presentation [Line Items] | ||
Number of discovery stage programs | 2 | |
Precision Oncology and Genetic Disease Indications [Member] | ||
Nature Of Business And Basis Of Presentation [Line Items] | ||
Number of discovery stage programs | 5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Level of the Fair Value Hierarchy (Detail) - Fair value on a recurring basis [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments: | ||
Total assets | $ 797,934 | $ 975,519 |
Liabilities | ||
Contingent Milestone Payments | 23,023 | 27,378 |
Total liabilities | 23,023 | 27,378 |
Investments [Member] | ||
Investments: | ||
Total investments | 659,287 | 847,123 |
Investments [Member] | U.S treasury bills [Member] | ||
Investments: | ||
Total investments | 365,238 | 466,603 |
Investments [Member] | U.S agency securities [Member] | ||
Investments: | ||
Total investments | 294,049 | 380,520 |
Cash equivalents [Member] | ||
Cash equivalents: | ||
Assets, fair value | 138,647 | 128,396 |
Cash equivalents [Member] | Money market funds [Member] | ||
Cash equivalents: | ||
Assets, fair value | 138,647 | 118,446 |
Cash equivalents [Member] | U.S treasury bills [Member] | ||
Cash equivalents: | ||
Assets, fair value | 9,950 | |
Level 1 [Member] | ||
Investments: | ||
Total assets | 138,647 | 118,446 |
Level 1 [Member] | Cash equivalents [Member] | ||
Cash equivalents: | ||
Assets, fair value | 138,647 | 118,446 |
Level 1 [Member] | Cash equivalents [Member] | Money market funds [Member] | ||
Cash equivalents: | ||
Assets, fair value | 138,647 | 118,446 |
Level 2 [Member] | ||
Investments: | ||
Total assets | 659,287 | 857,073 |
Level 2 [Member] | Investments [Member] | ||
Investments: | ||
Total investments | 659,287 | 847,123 |
Level 2 [Member] | Investments [Member] | U.S treasury bills [Member] | ||
Investments: | ||
Total investments | 365,238 | 466,603 |
Level 2 [Member] | Investments [Member] | U.S agency securities [Member] | ||
Investments: | ||
Total investments | 294,049 | 380,520 |
Level 2 [Member] | Cash equivalents [Member] | ||
Cash equivalents: | ||
Assets, fair value | 9,950 | |
Level 2 [Member] | Cash equivalents [Member] | U.S treasury bills [Member] | ||
Cash equivalents: | ||
Assets, fair value | 9,950 | |
Level 3 [Member] | ||
Liabilities | ||
Contingent Milestone Payments | 23,023 | 27,378 |
Total liabilities | $ 23,023 | $ 27,378 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - ZebiAI [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Apr. 22, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payment description | The outstanding Contingent Milestone Payments are payable in shares of the Company's common stock based on a fixed amount assigned to each milestone and the volume weighted average closing price of the Company’s common stock for a specified period prior to the milestone achievement. | |
Number of shares that would be issued upon milestone achievement | 8,567,228 | |
Average stock price upon milestone settlement | $ 8.43 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination contingent consideration liability contingent milestones payments | $ 85 | |
Business combination contingent consideration liability, contingent earnout payments | $ 100 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Fair Value of Contingent Consideration Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 29,223 | $ 45,863 | $ 32,378 | $ 50,258 |
Change in fair value of Contingent Milestone Payments | (1,200) | 3,262 | (4,355) | (1,133) |
Common stock issued upon milestone achievement | (6,203) | (6,203) | ||
Ending balance | $ 28,023 | $ 42,922 | $ 28,023 | $ 42,922 |
Investments - Summary of Fair V
Investments - Summary of Fair Value of Available-for-Sale Investments by Type of Security (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 662,673 | $ 857,543 |
Unrealized Gains | 108 | |
Unrealized Losses | (3,386) | (10,528) |
Fair Value | 659,287 | 847,123 |
Investments with a maturity of one year or less [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 528,410 | 593,211 |
Unrealized Gains | 58 | |
Unrealized Losses | (2,603) | (8,627) |
Fair Value | 525,807 | 584,642 |
Investments with a maturity of one to two years [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 134,263 | 264,332 |
Unrealized Gains | 50 | |
Unrealized Losses | (783) | (1,901) |
Fair Value | 133,480 | 262,481 |
U.S treasury bills [Member] | Investments with a maturity of one year or less [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 236,049 | 356,728 |
Unrealized Gains | 9 | |
Unrealized Losses | (1,305) | (5,523) |
Fair Value | 234,744 | 351,214 |
U.S treasury bills [Member] | Investments with a maturity of one to two years [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 131,264 | 116,290 |
Unrealized Gains | 14 | |
Unrealized Losses | (770) | (915) |
Fair Value | 130,494 | 115,389 |
U.S agency securities [Member] | Investments with a maturity of one year or less [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 292,361 | 236,483 |
Unrealized Gains | 49 | |
Unrealized Losses | (1,298) | (3,104) |
Fair Value | 291,063 | 233,428 |
U.S agency securities [Member] | Investments with a maturity of one to two years [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 2,999 | 148,042 |
Unrealized Gains | 36 | |
Unrealized Losses | (13) | (986) |
Fair Value | $ 2,986 | $ 147,092 |
Investments - Available-for-sal
Investments - Available-for-sale Debt Securities in an Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | $ 489,766 | $ 333,557 |
Less than 12 Months, Unrealized Losses | (2,038) | (3,509) |
12 Months or Longer, Fair Value | 165,726 | 372,750 |
12 Months or Longer, Unrealized Losses | (1,348) | (7,019) |
Total, Fair Value | 655,492 | 706,307 |
Total, Unrealized Losses | (3,386) | (10,528) |
U.S treasury bills [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 282,398 | 143,089 |
Less than 12 Months, Unrealized Losses | (1,373) | (1,860) |
12 Months or Longer, Fair Value | 79,044 | 275,445 |
12 Months or Longer, Unrealized Losses | (702) | (4,578) |
Total, Fair Value | 361,442 | 418,534 |
Total, Unrealized Losses | (2,075) | (6,438) |
U.S agency securities [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 207,368 | 190,468 |
Less than 12 Months, Unrealized Losses | (665) | (1,649) |
12 Months or Longer, Fair Value | 86,682 | 97,305 |
12 Months or Longer, Unrealized Losses | (646) | (2,441) |
Total, Fair Value | 294,050 | 287,773 |
Total, Unrealized Losses | $ (1,311) | $ (4,090) |
Investments - Additional Inform
Investments - Additional Information (Detail) - DebtSecurity | Sep. 30, 2023 | Dec. 31, 2022 |
Investments [Abstract] | ||
Debt securities unrealized loss position | 123 | 126 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 23 Months Ended | |||
Sep. 30, 2022 | Oct. 31, 2021 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Voting Rights | Each share of common stock entitles the stockholder to one vote on all matters submitted to a vote of the Company’s stockholders. | ||||||
Dividends declared | $ 0 | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares sold | 11,320,755 | 15,188,679 | 900,000 | 11,320,755 | |||
Additional shares issued | 1,981,132 | ||||||
Offering price per share | $ 26.5 | $ 26.5 | $ 26.5 | ||||
Net proceeds | $ 284,700,000 | $ 382,200,000 | |||||
Underwriting discounts, commissions and other offering expenses | $ 15,300,000 | $ 20,300,000 | |||||
Common Stock [Member] | Sales Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares sold | 900,000 | 0 | |||||
Offering price per share | $ 10.67 | $ 10.67 | |||||
Net proceeds | $ 9,400,000 | ||||||
Commissions and other offering expenses | $ 200,000 | ||||||
Common Stock [Member] | Sales Agreement [Member] | Cowen [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate gross proceeds from the sale of shares | $ 300,000,000 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Stock Compensation Expense Included In The Company's Condensed Consolidated Statements of Operations And Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 21,835 | $ 13,719 | $ 66,764 | $ 42,321 |
Research and development expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 12,365 | 7,838 | 37,078 | 23,087 |
General and administrative expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 9,470 | $ 5,881 | $ 29,686 | $ 19,234 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 21,835 | $ 13,719 | $ 66,764 | $ 42,321 |
Market-Based Awards [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term from grant through exercise | 6 years 6 months | |||
Risk-free interest rate | 3.50% | |||
Historical volatility rate | 75% | |||
Dividend yield rate | 0% | |||
Share-based compensation expense | $ 25,500 | |||
Requisite service period | 3 years | |||
Unrecognized compensation related to unvested market-based awards | $ 11,900 | $ 11,900 | ||
Share based compensation unrecognized compensation expected recognition term | 2 years 3 months 18 days | |||
Employee Stock Option [Member] | Market-Based Awards [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock options granted | 1,512,820 | |||
Fair value of market based awards | $ 12.53 | |||
Restricted Stock Units (RSUs) [Member] | Market-Based Awards [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
RSU granted | 405,770 | |||
Fair value of market based awards | $ 16.11 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net Income (Loss) | $ (65,734) | $ (98,505) | $ (94,239) | $ (84,172) | $ (76,788) | $ (62,046) | $ (258,478) | $ (223,006) |
Net loss per share, basic | $ (0.54) | $ (0.76) | $ (2.12) | $ (2.04) | ||||
Net loss per share, diluted | $ (0.54) | $ (0.76) | $ (2.12) | $ (2.04) | ||||
Weighted average shares of common stock, basic | 122,231,255 | 110,905,940 | 121,843,116 | 109,290,743 | ||||
Weighted average shares of common stock, diluted | 122,231,255 | 110,905,940 | 121,843,116 | 109,290,743 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,494,538 | 12,811,599 | 19,494,538 | 12,811,599 |
Options to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,899,580 | 11,232,081 | 15,899,580 | 11,232,081 |
Unvested restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,594,958 | 1,579,518 | 3,594,958 | 1,579,518 |
Collaboration and License Agr_2
Collaboration and License Agreement with Genentech, Inc - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaboration And License Arrangement [Line Items] | |||||
Collaboration revenue | $ 25,202,000 | $ 344,000 | $ 25,547,000 | $ 1,128,000 | |
Contract asset | $ 4,913,000 | ||||
Cash received up on conditions satisfied | 5,000,000 | ||||
Deferred revenue | 24,000 | 24,000 | |||
Current Liabilities [Member] | Maximum [Member] | |||||
Collaboration And License Arrangement [Line Items] | |||||
Deferred revenue | 100,000 | 100,000 | |||
Genentech [Member] | |||||
Collaboration And License Arrangement [Line Items] | |||||
Collaboration revenue | 25,100,000 | $ 300,000 | $ 25,500,000 | $ 800,000 | |
Genentech [Member] | Genentech Agreement [Member] | |||||
Collaboration And License Arrangement [Line Items] | |||||
Collaborative arrangement, purpose | In December 2020, the Company and Genentech, Inc. ("Genentech") entered into the Collaboration and License Agreement (as amended from time to time, the "Genentech Agreement"), which granted Genentech a license to develop and commercialize GDC-1971 (formerly known as RLY-1971). | ||||
Non-refundable payments | 86,800,000 | $ 86,800,000 | |||
Milestones paid | 25,000,000 | 25,000,000 | |||
Additional payments to be received upon achievement of other specified development commercialization and sales based milestones does not exercise option to participate in collaboration | $ 685,000,000 | $ 685,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Line Items] | |||||
Accrued expenses | $ 31,486,000 | $ 31,486,000 | $ 22,703,000 | ||
Prepaid balance | 17,294,000 | 17,294,000 | 12,110,000 | ||
DE Shaw Research [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Research and development expense | 2,300,000 | $ 2,500,000 | 7,100,000 | $ 7,200,000 | |
Accrued expenses | 0 | 0 | 0 | ||
Prepaid balance | 7,700,000 | 7,700,000 | 4,900,000 | ||
DE Shaw Research [Member] | License Agreement Terms [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Milestone payment Due | $ 0 | $ 0 | $ 0 |