Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 $0.001 per share | |
Trading Symbol | RLAY | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 132,741,677 | |
Entity File Number | 001-39385 | |
Entity Tax Identification Number | 47-3923475 | |
Entity Address, Address Line One | 399 Binney Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 370-8837 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 152,866 | $ 143,736 |
Investments | 596,742 | 606,350 |
Prepaid expenses | 13,188 | 16,702 |
Other current assets | 7,304 | 3,315 |
Total current assets | 770,100 | 770,103 |
Property and equipment, net | 9,875 | 10,901 |
Operating lease assets | 56,459 | 57,969 |
Restricted cash | 2,707 | 2,707 |
Intangible asset | 2,300 | 2,300 |
Total assets | 841,441 | 843,980 |
Current liabilities: | ||
Accounts payable | 7,973 | 9,211 |
Accrued expenses | 22,362 | 14,890 |
Operating lease liabilities | 5,147 | 4,964 |
Other current liabilities | 1,662 | 1,204 |
Total current liabilities | 37,144 | 30,269 |
Operating lease liabilities, net of current portion | 47,159 | 48,502 |
Contingent consideration liability | 11,374 | 13,206 |
Total liabilities | 95,677 | 91,977 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized as of March 31, 2024, and December 31, 2023; 132,300,851 and 127,462,409 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 132 | 127 |
Additional paid-in capital | 2,228,759 | 2,152,654 |
Accumulated other comprehensive loss | (1,158) | (196) |
Accumulated deficit | (1,481,969) | (1,400,582) |
Total stockholders' equity | 745,764 | 752,003 |
Total liabilities and stockholders' equity | $ 841,441 | $ 843,980 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 132,300,851 | 127,462,409 |
Common stock shares outstanding | 132,300,851 | 127,462,409 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
License and other revenue | $ 10,007 | $ 226 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember |
Total revenue | $ 10,007 | $ 226 |
Operating expenses: | ||
Research and development expenses | 82,403 | 82,827 |
Change in fair value of contingent consideration liability | (1,832) | (1,003) |
General and administrative expenses | 19,799 | 19,579 |
Total operating expenses | 100,370 | 101,403 |
Loss from operations | (90,363) | (101,177) |
Other income: | ||
Interest income | 8,951 | 6,941 |
Other income (expense) | 25 | (3) |
Total other income, net | 8,976 | 6,938 |
Net loss | $ (81,387) | $ (94,239) |
Net loss per share, basic | $ (0.62) | $ (0.78) |
Net loss per share, diluted | $ (0.62) | $ (0.78) |
Weighted average shares of common stock, basic | 130,843,013 | 121,320,865 |
Weighted average shares of common stock, diluted | 130,843,013 | 121,320,865 |
Other comprehensive (loss) income: | ||
Unrealized holding (loss) gain | $ (962) | $ 4,618 |
Total other comprehensive (loss) income | (962) | 4,618 |
Total comprehensive loss | $ (82,349) | $ (89,621) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Private Placement [Member] | At-the-Market Offerings [Member] | Common Stock [Member] | Common Stock [Member] Private Placement [Member] | Common Stock [Member] At-the-Market Offerings [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] Private Placement [Member] | Additional Paid-In Capital [Member] At-the-Market Offerings [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] |
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 through exercise of stock options | 1,297 | 1,297 | |||||||||
Issuance of common stock through 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, 2023 | 752,003 | $ 127 | 2,152,654 | (196) | (1,400,582) | ||||||
Beginning balance, shares at Dec. 31, 2023 | 127,462,409 | ||||||||||
Issuance of common stock, net | $ 29,803 | $ 17,932 | $ 3 | $ 2 | $ 29,800 | $ 17,930 | |||||
Issuance of common stock, net, shares | 2,500,000 | 1,889,597 | |||||||||
Issuance of common stock through exercise of stock options | 1,187 | 1,187 | |||||||||
Issuance of common stock through exercise of stock options, shares | 236,367 | ||||||||||
Vesting of restricted stock units, Shares | 212,478 | ||||||||||
Stock compensation expense | 27,188 | 27,188 | |||||||||
Unrealized (loss) gain on investments | (962) | (962) | |||||||||
Net Income (Loss) | (81,387) | (81,387) | |||||||||
Ending balance at Mar. 31, 2024 | $ 745,764 | $ 132 | $ 2,228,759 | $ (1,158) | $ (1,481,969) | ||||||
Ending balance, shares at Mar. 31, 2024 | 132,300,851 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (81,387) | $ (94,239) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation expense | 27,188 | 21,518 |
Depreciation expense | 1,395 | 1,197 |
Net amortization of premiums and discounts on investments | (3,665) | (2,017) |
Change in fair value of contingent consideration liability | (1,832) | (1,003) |
Changes in assets and liabilities: | ||
Accounts receivable | 20 | |
Contract asset | (32) | |
Prepaid expenses and other current assets | (475) | 16 |
Operating lease assets and liabilities, net | 350 | 415 |
Accounts payable | 102 | 1,400 |
Accrued expenses and other liabilities | 8,001 | 5,595 |
Net cash used in operating activities | (50,323) | (67,130) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,780) | (1,915) |
Purchases of investments | (190,784) | (97,815) |
Proceeds from maturities of investments | 203,095 | 175,044 |
Net cash provided by investing activities | 10,531 | 75,314 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock through Private Placement, net | 29,803 | |
Proceeds from issuance of common stock via At-the-Market offerings, net | 17,932 | |
Proceeds from issuance of common stock through exercise of stock options | 1,187 | 1,297 |
Net cash provided by financing activities | 48,922 | 1,297 |
Net increase in cash, cash equivalents, and restricted cash | 9,130 | 9,481 |
Cash, cash equivalents, and restricted cash at beginning of period | 146,443 | 154,372 |
Cash, cash equivalents and restricted cash at end of period | 155,573 | 163,853 |
Supplemental disclosure of non-cash activities: | ||
Periodic change to additions of property and equipment in current liabilities | $ (1,411) | $ (402) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Restricted Cash And Cash Equivalents At Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 152,866 | $ 161,275 |
Restricted cash | 2,707 | 2,578 |
Cash, cash equivalents, and restricted cash per statements of cash flows | $ 155,573 | $ 163,853 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (81,387) | $ (94,239) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plans 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. 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. Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Expiration Date Aggregate Number of Securities Sanjiv K. Patel ( Chief Executive Officer ) Termination ( 02/26/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder Up to 420,000 shares Sanjiv K. Patel ( Chief Executive Officer ) Adoption ( 02/27/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 10/01/2024 and (ii) the execution or expiration of all trade instructions thereunder Up to 450,000 shares Thomas Catinazzo ( Chief Financial Officer ) Termination ( 01/26/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder Up to 205,706 shares Thomas Catinazzo ( Chief Financial Officer ) Adoption ( 02/15/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 04/30/2025 and (ii) the execution or expiration of all trade instructions thereunder Up to 49,983 shares Peter Rahmer ( Chief Corporate Development Officer ) Termination ( 02/15/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder Up to 50,000 shares Peter Rahmer ( Chief Corporate Development Officer ) Adoption ( 02/22/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 01/10/2025 and (ii) the execution or expiration of all trade instructions thereunder Up to 206,065 shares(1) Brian Adams ( Chief Legal Officer ) Termination ( 01/23/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 12/31/2024 and (ii) the execution or expiration of all trade instructions thereunder Up to 48,759 shares(2) (1) Mr. Rahmer’s trading arrangement provides for the sale of net vested shares from certain restricted stock unit, or RSU, awards. The number of net vested shares to be sold pursuant to Mr. 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. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr. Rahmer’s applicable RSU awards that are subject to this trading arrangement as of the date Mr. Rahmer entered into the trading arrangement, without excluding the shares that have been or will be sold to satisfy the tax withholding obligations thereafter. (2) Mr. Adams’ trading arrangement provided for the sale of net vested shares from certain RSU awards. The number of net vested shares to be sold pursuant to Mr. 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. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr. Adam’s applicable RSU awards that were subject to this trading arrangement as of the date Mr. Adams entered into the trading arrangement, without excluding the shares that were or could have been sold to satisfy the tax withholding obligations thereafter. |
Directors and Officers [Member] | |
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 |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Rule 10b 51 Trading Plan One [Member] | Sanjiv K. Patel [Member] | |
Trading Arrangements, by Individual | |
Name | Sanjiv K. Patel |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Terminated | true |
Non-Rule 10b5-1 Arrangement Terminated | true |
Termination Date | 02/26/2024 |
Aggregate Available | 420,000 |
Rule 10b 51 Trading Plan One [Member] | Thomas Catinazzo [Member] | |
Trading Arrangements, by Individual | |
Name | Thomas Catinazzo |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Terminated | true |
Non-Rule 10b5-1 Arrangement Terminated | true |
Termination Date | 01/26/2024 |
Aggregate Available | 205,706 |
Rule 10b 51 Trading Plan One [Member] | Peter Rahmer [Member] | |
Trading Arrangements, by Individual | |
Name | Peter Rahmer |
Title | Chief Corporate Development Officer |
Rule 10b5-1 Arrangement Terminated | true |
Non-Rule 10b5-1 Arrangement Terminated | true |
Termination Date | 02/15/2024 |
Aggregate Available | 50,000 |
Rule 10b 51 Trading Plan One [Member] | Brian Adams [Member] | |
Trading Arrangements, by Individual | |
Name | Brian Adams |
Title | Chief Legal Officer |
Rule 10b5-1 Arrangement Terminated | true |
Non-Rule 10b5-1 Arrangement Terminated | true |
Termination Date | 01/23/2024 |
Aggregate Available | 48,759 |
Rule 10b 51 Trading Plan Two [Member] | Sanjiv K. Patel [Member] | |
Trading Arrangements, by Individual | |
Name | Sanjiv K. Patel |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 02/27/2024 |
Aggregate Available | 450,000 |
Rule 10b 51 Trading Plan Two [Member] | Thomas Catinazzo [Member] | |
Trading Arrangements, by Individual | |
Name | Thomas Catinazzo |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 02/15/2024 |
Aggregate Available | 49,983 |
Rule 10b 51 Trading Plan Two [Member] | Peter Rahmer [Member] | |
Trading Arrangements, by Individual | |
Name | Peter Rahmer |
Title | Chief Corporate Development Officer |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | 02/22/2024 |
Aggregate Available | 206,065 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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-2608, RLY-4008 (lirafugratinib), and GDC-1971 (migoprotafib, formerly known as RLY-1971), are in clinical development. The Company also has more than seven active discovery stage programs across both precision oncology and genetic diseases. 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 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 $ 1.5 billion as of March 31, 2024. The Company expects that its existing cash, cash equivalents, and investments as of March 31, 2024 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2024 and 2023, and the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 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 March 31, 2024, the condensed consolidated results of its operations for the three months ended March 31, 2024 and 2023, and condensed consolidated cash flows for the three months ended March 31, 2024 and 2023. The condensed consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated results for the three months ended March 31, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, 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. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhancements to segment disclosures, even for entities with only one reportable segment. In particular, the standard will require disclosures of significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss. The standard will also require disclosure of all other segment items by reportable segment and a description of its composition. Finally, the standard will require disclosure of the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard is effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. In particular, the standard will require more detailed information in the income tax rate reconciliation, as well as the disclosure of income taxes paid disaggregated by jurisdiction, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 148,801 $ — $ — $ 148,801 Total cash equivalents 148,801 — — 148,801 Investments: U.S. treasury bills — 477,963 — 477,963 U.S. agency securities — 118,779 — 118,779 Total investments — 596,742 — 596,742 Total assets $ 148,801 $ 596,742 $ — $ 745,543 Liabilities Contingent Milestone Payments $ — $ — $ 6,374 $ 6,374 Total liabilities $ — $ — $ 6,374 $ 6,374 Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 140,466 $ — $ — $ 140,466 Total cash equivalents 140,466 — — 140,466 Investments: U.S. treasury bills — 416,008 — 416,008 U.S. agency securities — 190,342 — 190,342 Total investments — 606,350 — 606,350 Total assets $ 140,466 $ 606,350 $ — $ 746,816 Liabilities Contingent Milestone Payments $ — $ — $ 8,206 $ 8,206 Total liabilities $ — $ — $ 8,206 $ 8,206 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 contingent milestones and timing in connection therewith. 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, resulting in adjustments to the fair value of the Company’s Contingent Milestone Payments. The effect of any such adjustments could be material through the date on which any contingent milestones contractually expire. 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 pai d or becomes payable. The following table reconciles the change in the contingent consideration liability: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 13,206 $ 32,378 Change in fair value of Contingent Milestone Payments ( 1,832 ) ( 1,003 ) $ 11,374 $ 31,375 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 March 31, 2024 , the number of shares of common stock to be issued would have been 7,656,574 based on a volume weighted-average closing price of the Company's common stock of $ 7.77 for a specified period prior to March 31, 2024 . |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Investments [Abstract] | |
Investments | 4. Investments The fair value of available-for-sale investments by type of security was as follows: March 31, 2024 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 288,151 $ 1 $ ( 586 ) $ 287,566 U.S. agency securities 87,403 3 ( 135 ) 87,271 Total investments with a maturity of one year or less 375,554 4 ( 721 ) 374,837 U.S. treasury bills 190,750 134 ( 487 ) 190,397 U.S. agency securities 31,596 — ( 88 ) 31,508 Total investments with a maturity of one to two years 222,346 134 ( 575 ) 221,905 Total investments $ 597,900 $ 138 $ ( 1,296 ) $ 596,742 December 31, 2023 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 314,957 $ 83 $ ( 482 ) $ 314,558 U.S. agency securities 185,672 24 ( 353 ) 185,343 Total investments with a maturity of one year or less 500,629 107 ( 835 ) 499,901 U.S. treasury bills 100,917 591 ( 58 ) 101,450 U.S. agency securities 5,000 — ( 1 ) 4,999 Total investments with a maturity of one to two years 105,917 591 ( 59 ) 106,449 Total investments $ 606,546 $ 698 $ ( 894 ) $ 606,350 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: March 31, 2024 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 366,011 $ ( 1,043 ) $ 6,968 $ ( 30 ) $ 372,979 $ ( 1,073 ) U.S. agency securities 90,898 ( 188 ) 20,059 ( 35 ) 110,957 ( 223 ) Total $ 456,909 $ ( 1,231 ) $ 27,027 $ ( 65 ) $ 483,936 $ ( 1,296 ) December 31, 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 $ 172,625 $ ( 371 ) $ 27,822 $ ( 169 ) $ 200,447 $ ( 540 ) U.S. agency securities 136,356 ( 207 ) 36,742 ( 147 ) 173,098 ( 354 ) Total $ 308,981 $ ( 578 ) $ 64,564 $ ( 316 ) $ 373,545 $ ( 894 ) As summarized in the tables immediately above, the Company held 79 and 70 debt securities that were in an unrealized loss position as of March 31, 2024 and December 31, 2023, respectively. The unrealized losses at March 31, 2024 and December 31, 2023 were attributable to changes in interest rates and 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 , 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. During the three months ended March 31, 2024 , the Company sold 1,889,597 shares of common stock under the Sales Agreement at a weighted-average price of $ 9.73 per share. The Company received $ 17.9 million in proceeds therefrom, which were net of $ 0.5 million in commissions paid to Cowen. Private Placement In January 2024, the Company entered into a securities purchase agreement with Nextech Crossover I SCP for the private placement of 2,500,000 shares of common stock at $ 12.00 per share (the "Private Placement"). The Company received $ 29.8 million in proceeds from the Private Placement, which were net of $ 0.2 million in offering expenses. The shares were registered for resale pursuant to the Company’s 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. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | 6. Stock Compensation Stock compensation expense in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows: Three Months Ended March 31, 2024 2023 (in thousands) Research and development expenses $ 15,668 $ 11,595 General and administrative expenses 11,520 9,923 $ 27,188 $ 21,518 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 (in thousands, except share and per share data) Net loss $ ( 81,387 ) $ ( 94,239 ) Net loss per share, basic and diluted $ ( 0.62 ) $ ( 0.78 ) Weighted average shares of common stock, basic and diluted 130,843,013 121,320,865 For the three months ended March 31, 2024 and 2023, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. In computing diluted net loss per share for the three months ended March 31, 2024 and 2023, the Company excluded the following potentially dilutive securities, as the effect would be anti-dilutive and reduce the net loss per share calculated for each period. Three Months Ended March 31, 2024 2023 Options outstanding to purchase common stock 15,153,332 15,423,928 Unvested and outstanding restricted stock units 10,795,081 3,668,923 25,948,413 19,092,851 The amounts in the table above for options and restricted stock units are presented based on amounts outstanding at each period end. |
Collaboration and License Agree
Collaboration and License Agreement with Genentech, Inc. | 3 Months Ended |
Mar. 31, 2024 | |
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 migoprotafib ( GDC-1971, formerly known as RLY-1971). As of March 31, 2024 , consideration under the Genentech Agreement totaled $ 121.8 million, which included $ 10.0 million paid to the Company in connection with a milestone achieved during the three months ended March 31, 2024. The Company is eligible to receive up to an aggregate of $ 675.0 million in additional payments upon achievement of other specified development, commercialization, and sales-based milestones for migoprotafib worldwide, as well as tiered royalties ranging from low-to-mid teens on annual worldwide net sales of migoprotafib, on a country-by-country basis, subject to reduction in certain circumstances. Due to the nature of the payments noted, such variable consideration was constrained and excluded from the transactio n price of the Genentech Agreement as of March 31, 2024. Accounting Analysis During the three months ended March 31, 2024 and 2023, 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 March 31, 2024. During the three months ended March 31, 2024 and 2023 , the Company recognized $ 10.0 million and $ 0.2 million of revenue, respectively, from the Genentech Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023, 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 March 31, 2024. The Company assessed the milestones under the DESRES Agreement at March 31, 2024 and December 31, 2023 , concluding no payments were due. For the three months ended March 31, 2024 and 2023 , the Company recorded research and development expenses of $ 2.5 million and $ 2.3 million, respectively, under the DESRES Agreement on its condensed consolidated statement of operations and comprehensive loss. As of March 31, 2024 and December 31, 2023 , the Company had prepaid balances of $ 3.0 million and $ 5.4 million, respectively, under the DESRES Agreement on its condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023 , the Company had no accrued expense and accounts payable balances under the DESRES Agreement 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 | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events In preparing the condensed consolidated interim financial statements as of March 31, 2024 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 condensed consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2024 and 2023, and the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 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 March 31, 2024, the condensed consolidated results of its operations for the three months ended March 31, 2024 and 2023, and condensed consolidated cash flows for the three months ended March 31, 2024 and 2023. The condensed consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated results for the three months ended March 31, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, 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. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhancements to segment disclosures, even for entities with only one reportable segment. In particular, the standard will require disclosures of significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss. The standard will also require disclosure of all other segment items by reportable segment and a description of its composition. Finally, the standard will require disclosure of the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard is effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. In particular, the standard will require more detailed information in the income tax rate reconciliation, as well as the disclosure of income taxes paid disaggregated by jurisdiction, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 148,801 $ — $ — $ 148,801 Total cash equivalents 148,801 — — 148,801 Investments: U.S. treasury bills — 477,963 — 477,963 U.S. agency securities — 118,779 — 118,779 Total investments — 596,742 — 596,742 Total assets $ 148,801 $ 596,742 $ — $ 745,543 Liabilities Contingent Milestone Payments $ — $ — $ 6,374 $ 6,374 Total liabilities $ — $ — $ 6,374 $ 6,374 Fair Value Measurements as of Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 140,466 $ — $ — $ 140,466 Total cash equivalents 140,466 — — 140,466 Investments: U.S. treasury bills — 416,008 — 416,008 U.S. agency securities — 190,342 — 190,342 Total investments — 606,350 — 606,350 Total assets $ 140,466 $ 606,350 $ — $ 746,816 Liabilities Contingent Milestone Payments $ — $ — $ 8,206 $ 8,206 Total liabilities $ — $ — $ 8,206 $ 8,206 |
Schedule of Changes in Contingent Consideration Liability | The following table reconciles the change in the contingent consideration liability: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 13,206 $ 32,378 Change in fair value of Contingent Milestone Payments ( 1,832 ) ( 1,003 ) $ 11,374 $ 31,375 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 288,151 $ 1 $ ( 586 ) $ 287,566 U.S. agency securities 87,403 3 ( 135 ) 87,271 Total investments with a maturity of one year or less 375,554 4 ( 721 ) 374,837 U.S. treasury bills 190,750 134 ( 487 ) 190,397 U.S. agency securities 31,596 — ( 88 ) 31,508 Total investments with a maturity of one to two years 222,346 134 ( 575 ) 221,905 Total investments $ 597,900 $ 138 $ ( 1,296 ) $ 596,742 December 31, 2023 Amortized Unrealized Unrealized Fair (in thousands) Investments: U.S. treasury bills $ 314,957 $ 83 $ ( 482 ) $ 314,558 U.S. agency securities 185,672 24 ( 353 ) 185,343 Total investments with a maturity of one year or less 500,629 107 ( 835 ) 499,901 U.S. treasury bills 100,917 591 ( 58 ) 101,450 U.S. agency securities 5,000 — ( 1 ) 4,999 Total investments with a maturity of one to two years 105,917 591 ( 59 ) 106,449 Total investments $ 606,546 $ 698 $ ( 894 ) $ 606,350 |
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: March 31, 2024 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized (in thousands) U.S. treasury bills $ 366,011 $ ( 1,043 ) $ 6,968 $ ( 30 ) $ 372,979 $ ( 1,073 ) U.S. agency securities 90,898 ( 188 ) 20,059 ( 35 ) 110,957 ( 223 ) Total $ 456,909 $ ( 1,231 ) $ 27,027 $ ( 65 ) $ 483,936 $ ( 1,296 ) December 31, 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 $ 172,625 $ ( 371 ) $ 27,822 $ ( 169 ) $ 200,447 $ ( 540 ) U.S. agency securities 136,356 ( 207 ) 36,742 ( 147 ) 173,098 ( 354 ) Total $ 308,981 $ ( 578 ) $ 64,564 $ ( 316 ) $ 373,545 $ ( 894 ) |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Compensation Expense in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss | Stock compensation expense in the Company’s condensed consolidated statements of operations and comprehensive loss is as follows: Three Months Ended March 31, 2024 2023 (in thousands) Research and development expenses $ 15,668 $ 11,595 General and administrative expenses 11,520 9,923 $ 27,188 $ 21,518 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 (in thousands, except share and per share data) Net loss $ ( 81,387 ) $ ( 94,239 ) Net loss per share, basic and diluted $ ( 0.62 ) $ ( 0.78 ) Weighted average shares of common stock, basic and diluted 130,843,013 121,320,865 |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | For the three months ended March 31, 2024 and 2023, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. In computing diluted net loss per share for the three months ended March 31, 2024 and 2023, the Company excluded the following potentially dilutive securities, as the effect would be anti-dilutive and reduce the net loss per share calculated for each period. Three Months Ended March 31, 2024 2023 Options outstanding to purchase common stock 15,153,332 15,423,928 Unvested and outstanding restricted stock units 10,795,081 3,668,923 25,948,413 19,092,851 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Mar. 31, 2024 USD ($) Program | Dec. 31, 2023 USD ($) |
Nature of Business and Basis of Presentation [Line Items] | ||
Accumulated deficit | $ | $ 1,481,969 | $ 1,400,582 |
Precision Oncology And Genetic Diseases [Member] | Minimum [Member] | ||
Nature of Business and Basis of Presentation [Line Items] | ||
Number of discovery stage programs | Program | 7 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Investments: | ||
Total assets | $ 745,543 | $ 746,816 |
Liabilities | ||
Contingent Milestone Payments | 6,374 | 8,206 |
Total liabilities | 6,374 | 8,206 |
Level 1 [Member] | ||
Investments: | ||
Total assets | 148,801 | 140,466 |
Level 2 [Member] | ||
Investments: | ||
Total assets | 596,742 | 606,350 |
Level 3 [Member] | ||
Liabilities | ||
Contingent Milestone Payments | 6,374 | 8,206 |
Total liabilities | 6,374 | 8,206 |
Investments [Member] | ||
Investments: | ||
Total investments | 596,742 | 606,350 |
Investments [Member] | U.S. treasury bills [Member] | ||
Investments: | ||
Total investments | 477,963 | 416,008 |
Investments [Member] | U.S. agency securities [Member] | ||
Investments: | ||
Total investments | 118,779 | 190,342 |
Investments [Member] | Level 2 [Member] | ||
Investments: | ||
Total investments | 596,742 | 606,350 |
Investments [Member] | Level 2 [Member] | U.S. treasury bills [Member] | ||
Investments: | ||
Total investments | 477,963 | 416,008 |
Investments [Member] | Level 2 [Member] | U.S. agency securities [Member] | ||
Investments: | ||
Total investments | 118,779 | 190,342 |
Cash equivalents [Member] | ||
Cash equivalents: | ||
Assets, fair value | 148,801 | 140,466 |
Cash equivalents [Member] | Money market funds [Member] | ||
Cash equivalents: | ||
Assets, fair value | 148,801 | 140,466 |
Cash equivalents [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Assets, fair value | 148,801 | 140,466 |
Cash equivalents [Member] | Level 1 [Member] | Money market funds [Member] | ||
Cash equivalents: | ||
Assets, fair value | $ 148,801 | $ 140,466 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - ZebiAI [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | 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 | 7,656,574 | |
Average stock price upon milestone settlement | $ 7.77 | |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 13,206 | $ 32,378 |
Change in fair value of Contingent Milestone Payments | (1,832) | (1,003) |
Ending balance | $ 11,374 | $ 31,375 |
Investments - Summary of Fair V
Investments - Summary of Fair Value of Available-for-Sale Investments by Type of Security (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 597,900 | $ 606,546 |
Unrealized Gains | 138 | 698 |
Unrealized Losses | (1,296) | (894) |
Fair Value | 596,742 | 606,350 |
Investments with a maturity of one year or less [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 375,554 | 500,629 |
Unrealized Gains | 4 | 107 |
Unrealized Losses | (721) | (835) |
Fair Value | 374,837 | 499,901 |
Investments with a maturity of one to two years [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 222,346 | 105,917 |
Unrealized Gains | 134 | 591 |
Unrealized Losses | (575) | (59) |
Fair Value | 221,905 | 106,449 |
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 | 288,151 | 314,957 |
Unrealized Gains | 1 | 83 |
Unrealized Losses | (586) | (482) |
Fair Value | 287,566 | 314,558 |
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 | 190,750 | 100,917 |
Unrealized Gains | 134 | 591 |
Unrealized Losses | (487) | (58) |
Fair Value | 190,397 | 101,450 |
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 | 87,403 | 185,672 |
Unrealized Gains | 3 | 24 |
Unrealized Losses | (135) | (353) |
Fair Value | 87,271 | 185,343 |
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 | 31,596 | 5,000 |
Unrealized Losses | (88) | (1) |
Fair Value | $ 31,508 | $ 4,999 |
Investments - Available-for-sal
Investments - Available-for-sale Debt Securities in an Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | $ 456,909 | $ 308,981 |
Less than 12 Months, Unrealized Losses | (1,231) | (578) |
12 Months or Longer, Fair Value | 27,027 | 64,564 |
12 Months or Longer, Unrealized Losses | (65) | (316) |
Total, Fair Value | 483,936 | 373,545 |
Total, Unrealized Losses | (1,296) | (894) |
U.S treasury bills [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 366,011 | 172,625 |
Less than 12 Months, Unrealized Losses | (1,043) | (371) |
12 Months or Longer, Fair Value | 6,968 | 27,822 |
12 Months or Longer, Unrealized Losses | (30) | (169) |
Total, Fair Value | 372,979 | 200,447 |
Total, Unrealized Losses | (1,073) | (540) |
U.S agency securities [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Less than 12 Months, Fair Value | 90,898 | 136,356 |
Less than 12 Months, Unrealized Losses | (188) | (207) |
12 Months or Longer, Fair Value | 20,059 | 36,742 |
12 Months or Longer, Unrealized Losses | (35) | (147) |
Total, Fair Value | 110,957 | 173,098 |
Total, Unrealized Losses | $ (223) | $ (354) |
Investments - Additional Inform
Investments - Additional Information (Detail) - DebtSecurity | Mar. 31, 2024 | Dec. 31, 2023 |
Investments [Abstract] | ||
Debt securities unrealized loss position | 79 | 70 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2024 | Aug. 31, 2021 | Mar. 31, 2024 | |
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] | At-the-Market Offerings [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares sold | 1,889,597 | ||
Common Stock [Member] | Private Placement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares sold | 2,500,000 | 2,500,000 | |
Offering price per share | $ 12 | ||
Net proceeds | $ 29,800,000 | ||
Offering expenses | $ 200,000 | ||
Common Stock [Member] | Cowen [Member] | Sales Agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate gross proceeds from the sale of shares | $ 300,000,000 | ||
Common stock shares sold | 1,889,597 | ||
Weighted-average sales price of shares issued | $ 9.73 | ||
Net proceeds | $ 17,900,000 | ||
Commissions and other offering expenses | $ 500,000 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Stock Compensation Expense in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 27,188 | $ 21,518 |
Research and development expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 15,668 | 11,595 |
General and administrative expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 11,520 | $ 9,923 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (81,387) | $ (94,239) |
Net loss per share, basic | $ (0.62) | $ (0.78) |
Net loss per share, diluted | $ (0.62) | $ (0.78) |
Weighted average shares of common stock, basic | 130,843,013 | 121,320,865 |
Weighted average shares of common stock, diluted | 130,843,013 | 121,320,865 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,948,413 | 19,092,851 |
Options outstanding 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 | 15,153,332 | 15,423,928 |
Unvested and outstanding 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 | 10,795,081 | 3,668,923 |
Collaboration and License Agr_2
Collaboration and License Agreement with Genentech, Inc - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration And License Arrangement [Line Items] | ||
Collaboration revenue | $ 10,007 | $ 226 |
Genentech [Member] | ||
Collaboration And License Arrangement [Line Items] | ||
Collaboration revenue | $ 10,000 | $ 200 |
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 migoprotafib (GDC-1971, formerly known as RLY-1971). | |
Collaboration agreement transaction price | $ 121,800 | |
Additional payment included in revenue upon achievement of other specified development commercialization and sales based milestones does not exercise option to participate in collaboration | 10,000 | |
Additional payments to be received upon achievement of other specified development commercialization and sales based milestones does not exercise option to participate in collaboration | $ 675,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Accrued expenses | $ 22,362,000 | $ 14,890,000 | |
Prepaid balance | 13,188,000 | 16,702,000 | |
DE Shaw Research [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Research and development expense | 2,500,000 | $ 2,300,000 | |
Accrued expenses | 0 | 0 | |
Prepaid balance | 3,000,000 | 5,400,000 | |
DE Shaw Research [Member] | License Agreement Terms [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Milestone payment Due | $ 0 | $ 0 |